You consent and agree to all of the terms and conditions in this agreement. You acknowledge and agree that you have received, reviewed, and understand the terms and conditions in this Agreement and the disclosures made in conjunction therewith, including, if applicable, oral disclosures, concerning the terms and conditions in this agreement. You hereby authorize GoldStar Trust Company to initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to your account at the bank named in this agreement. You authorize the bank to accept any such debits or credits to your account without responsibility for their correctness. You further agree that GoldStar Trust Company will not incur any loss, liability, cost, or expense for acting upon this request. You understand that this authorization may be terminated by you at any time by written notification to GoldStar Trust Company and to the bank. The termination request will be effective upon thirty (30) days written notice.
You agree to obtain all account statements online via Netcapital—no statements will be printed or mailed.
Under penalties of Perjury, you certify that: (1) The tax identification number (Social Security Number, Employer Identification Number, or Taxpayer Identification Number) that you submitted is your correct taxpayer identification number and (2) you are not subject to backup withholding because: (a) You are exempt from backup withholding, or (b) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified you that you are no longer subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). DO NOT accept this agreement if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
This account is termed a Self-Directed CrowdPay Custodial Account (or “CrowdPay account”). You, the “client”, may direct the investment of your funds within this account into any investment instrument that can be held by, or through GoldStar Trust Company (or “GoldStar”). GoldStar Trust Company acts solely as custodian of your CrowdPay account and will not exercise any investment discretion regarding your CrowdPay account, as this is solely your responsibility. You acknowledge and agree that GoldStar Trust Company is not a “fiduciary” with respect to your CrowdPay account under applicable state law. Because this is a Self-Directed account, no projection of the growth of your account can reasonably be shown or guaranteed. The value of your account will be solely dependent upon the performance of any investment chosen by you.
- GoldStar shall have no duty or responsibility to make any review or recommendation of investments or to inquire as to the propriety of making, selling or retaining any investment.
- GoldStar does not conduct appraisals and does not seek to verify any values provided to it.
- The account owner should seek professional assistance from properly licensed financial, legal, and accounting professionals.
Terms and conditions of the Self-Directed CrowdPay account that affect your investment decisions are listed below.
This is a Self-Directed account; you choose the investments that will fund your account. Your investment choices are limited to securities issued by a crowdfunding portal or broker/dealer that can be held by GoldStar Trust Company. Examples of investments not permitted in this Self-Directed account are money market funds, mutual funds, publicly traded securities in U.S. Exchanges, limited partnerships, real estate, gold or silver coins, collectibles, bullion, palladium and viaticals.
1. There are certain fees and charges connected with the investments you may select for your CrowdPay account.
These fees and charges may include:
- Distribution Fees
- Asset Re-Registration Fees
To find out what fees apply, read the Investment Contract, Private Placement Memorandum or other investment information provided via the portal, which will describe the terms of the investment you choose.
2. The fees and charges connected with the CrowdPay account itself, are as follows:
- a. GoldStar Trust Company will provide all statements free of charge via our website. Quarterly paper statements can be requested for an annual fee of $25. The paper statement fee must be paid when the account is established and each anniversary year of the account.
- b. Transaction Fee (applicable to each purchase, sale or maturity of any asset, or dividend re-investment): $5.00 per transaction. Transaction fees do not apply to any investment for which GoldStar Trust Company is the escrow agent and paying agent.
- c. Distribution via check: $5.00 per transaction
- d. Partial Asset Transfer Fee (per asset): $10 + Re-Registration Fee(s)
- e. Termination of Account (no fee): Re-Registration Fee(s) may apply. Although no termination fee exists, Re-Registration fee(s) may apply if assets held in the account are being transferred to another registration. Several third-party transfer agents charge a fee to re-register their asset(s) and their fee will be passed on to the account holder(s).
- f. Wire Transfers and Overnight Fee: Minimum $25.00
- g. All applicable fees (transaction, partial asset transfer, re-registration, termination, wire and overnight fees) must be paid directly by Client, or be available to be deducted from the account, in order for directed transaction(s) which incur such fees to be executed. Deduction of fees will be taken from Client’s account, if not paid directly by Client, and may delay the processing of such requests if sufficient cash is not available in the account to cover the requested transaction(s) and any fees due.
- h. Late Fees. If fees are not paid within 30 days of the due date, a $25 per occurrence. Late Fee will apply.
- i. Insufficient Funds/Returned Checks: $50.00
3. Right to make adjustments to this fee schedule
GoldStar Trust Company reserves the right to make any adjustments in its fees for custodial or agency services when such adjustments are warranted by changes in governing laws, regulations, operating technology or economic conditions. This schedule may be modified only upon revision by GoldStar Trust Company of its published schedule of CrowdPay account fees. Such fees shall become effective on the 30th day after mailing the notice of such revision to the participant at the address shown on the records of GoldStar Trust Company.
Customer Identification Requirements
Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) authorizes and requires the Department of the Treasury to add to its rules for banks to establish Customer Identification Programs.
NOTICE: Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
When you open an account, we will ask for your name, residence address, social security number, date of birth, and other information that will allow us to identify you. We may also ask for copies of your passport, driver’s license or other identifying documents.
We are required to compare your identity to lists of persons and organizations maintained by any federal agency designated by the Department of the Treasury. If your name appears on any of these lists, we must refuse to open your account, close your account if it is already open, notify federal authorities, and follow all federal directives. If you attempt to falsify or conceal your identity, we may be required to file a Suspicious Activity Report.
We may also use independent sources to verify identifying information. Federal law requires us to retain the identification information for a certain period of time (currently five years after closing your account), and may require that we provide this information to federal authorities without notice to you.
This notice is in addition to our Privacy Disclosure and may describe potential disclosures of non-public personal information that were not known to us at the time that the Privacy Disclosure was prepared.
This Custody Agreement made by the account owner(s) listed (hereinafter referred to as “Client”) and Happy State Bank, a Texas state banking association, doing business as GoldStar Trust Company, appoints GoldStar Trust Company to be custodian of Client’s CrowdPay Custodial Account. Client appoints GoldStar Trust Company (hereinafter referred to as “Custodian”) to be custodian and to hold or dispose of all securities and other properties (hereinafter referred to as “Custodial Property”) that are delivered to Custodian by Client or Client’s Agent pursuant to this Agreement and pursuant to the Transaction Authorization of even date herewith between Client and funding portal. Client agrees that Custodian acts solely as a custodian with respect to the Client’s account, and not as fiduciary. All property delivered to Custodian at the time of execution of this Agreement, as well as all property which is hereafter purchased for Client’s account or which may hereafter be delivered to Custodian for Client’s account pursuant to this Agreement, together with the income attributable to the property, is made a part of this Agreement.
Custodian hereby agrees to accept and hold such monies, securities, and custodial property as may from time to time be delivered by Client to Custodian and to manage such Custodial Property solely at the direction of the Client or any duly appointed Client’s Agent and subject to the following terms:
- 1. During the term of this Agreement, Custodian shall have custody and possession of the Custodial property and shall be charged with the duty of safely keeping the same. Custodian may for convenience take and hold title to Custodial Property or any part thereof in its own name or in the name of its nominee.
- 2. Custodian shall collect and receive any and all income derived from the Custodial Property and shall take actions necessary, including the execution of any instruments or conveyances for the safekeeping of the Custodial Property under the terms of this Agreement.
- 3. Custodian shall collect and receive for Client all funds when Custodial Property may mature, be redeemed, or be sold. Custodian shall hold the proceeds of such transaction until receipt of written instructions from Client.
- 4. In the event that cash is received by Custodian for which there is no investment direction, the Custodian shall, and is expressly authorized by the Client, to transfer said cash into an interest-bearing cash account at Happy State Bank. All such cash shall remain invested in the interest bearing cash account, earning interest, which shall be posted to the account no less than monthly, until additional investment direction is received from the Client or Client's Agent. Absent or pending direction, such balances shall be invested in short-term investments offered by Happy State Bank.
- 5. Custodian shall make any purchase, sale, exchange, investment, or reinvestment of Custodial Property under this Agreement that Client may at any time in writing direct, provided that sufficient funds of Client are available for such transaction. Once Client has directed Custodian to take any such action, Client may not cancel the action. Custodian shall have no responsibility with respect to any such purchase, sale, exchange, investment or reinvestment.
- 6. Custodian shall be under no obligation to forward any proxies, financial statements or other literature received by it in connection with or relating to Custodial Property held under this agreement. Custodian shall be under no obligation to take any action with regard to proxies, stock dividends, warrants, rights to subscribe, plans of reorganization or recapitalization, or plans for exchange of securities.
- 7. Custodian shall keep accurate records showing all receipts, disbursements, and other transactions involving this Account. All such records shall be the property of Custodian, but shall be available for inspection, and for the making of copies, to Client, or to any person, which the Client may designate in writing during Custodian’s regular business hours.
- 8. Custodian shall provide access to Account records via the Custodian’s Internet website at www.GoldStarTrust.com. A statement of receipts, disbursements and all Custodial Property of this Account shall be provided to Client at regular intervals as chosen by Client, refer to Account Fee Schedule.
- 9. This agreement may be amended, revoked or modified only by the Custodian. Such amendment, revocation or modification shall be effective on the 30th day after the Client receives notice of such revision electronically via the email address shown on the records of GoldStar. If the Agreement is revoked in total, Custodian shall deliver the Custodial Property to Client as soon as practicable or, at Client’s request to a Successor Custodian. Client acknowledges that Custodial Property held in Custodian’s own name or nominee may require a reasonable amount of time to be transferred. Upon delivery of Custodial Property, Custodian’s responsibility under this Agreement ceases.
- 10. The Custodian shall receive reasonable compensation in accordance with its usual Schedule of Fees in effect, and as changed from time to time or as shall be mutually agreed upon for its ordinary and usual duties. Custodian shall also be entitled to reimbursement for all expenses incurred in connection with the Account. By mutual agreement, said compensation and reimbursements may be paid directly by Client, but if not paid when due, Custodian shall be paid from the Custodial Property under this Agreement.
- 11. Custodian shall not be liable for any loss, expense, failure to perform, or delay caused by failure of communication systems, accidents, strikes, fire, flood, war, riot, civil strife, terrorist attack, earthquake, power outage, funds transfer system or government rules, acts of third parties, or any cause that is beyond Custodian’s control.
- 12. Client, its successors and assigns, hereby agree to indemnify, defend and hold harmless GoldStar Trust Company, its officers, directors, and employees from and against all losses, expenses, damages, and costs including reasonable attorney’s fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.
14. This agreement shall be governed by the laws of the state of Texas, and jurisdiction of any dispute over this Agreement shall be in the Texas courts. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties, except Self-Directed CrowdPay account that Client may not as sign Client’s rights or responsibilities under this Agreement without the written consent of the Custodian.
- 15. This Agreement with any attachments constitutes the entire agreement between the parties and supersedes any prior written or oral agreement. It may only be amended as provided above. If any provision of this Agreement is or becomes invalid or contravenes applicable law, the remaining provisions of this Agreement shall remain in full force and effect.
- 16. If Client is not an individual, Client hereby warrants that the signers of this Agreement have all proper authority to enter into the Agreement and that the business is in good standing. Client also agrees to produce evidence of such authority and good standing if requested by Custodian.
- 17. Upon death of the Client, all assets in this account will be distributed to the beneficiary or beneficiaries of the Client. Beneficiaries will be required to establish a CrowdPay account in their name(s) at that time.
18. This agreement shall also terminate upon the occurrence of the following events:
- Filing of a petition in bankruptcy (by one of the Clients or by a creditor of the Client's); termination or dissolution of client. If this Agreement terminates due to the filing of a petition in bankruptcy, termination or dissolution of Client, Custodian shall deliver the Custodial Property to the Court appointed representative for Client. If no representative has been appointed by the Court, Custodian may deliver the Custodial Property to the person it deems to be an Agent of the Client and such delivery will release Custodian from any further responsibility for said Custodial Property.
- The legal incompetency of Client, if one individual, or any Clients, (if more than one individual), unless there is in existence a valid durable power of attorney or trust agreement authorizing another to succeed or act for Client with respect to this agreement.
19. Disclaimer: GoldStar Crowdfunding
GoldStar Trust Company (“GoldStar”) performs the duties of custodian, and, as such, does not provide investment advice, sell investments or offer any tax or legal advice. GoldStar is not affiliated with any financial professional, investment, investment sponsor, or investment, tax or legal advisor. Clients or potential clients are advised to perform their own due diligence in choosing any investment opportunity as well as any professional to assist them with an investment opportunity. Crowdfunding investments are not FDIC insured and are subject to risk, including loss of principal.
You agree to indemnify, defend and hold harmless GoldStar, its officers, directors, and employees from and against all losses, expenses, damages and costs including reasonable attorney’s fees, resulting from any violation of this Agreement (but excluding gross negligence) by you or any other person accessing the Service.
21. Limitation of Liability:
IN NO EVENT WILL GoldStar be liable for (1) any incidental consequential, or indirect damages (including, but not limited to damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of an inability to use the service, or any information or transactions provided on the service, or downloaded from the service, or any delay of such information or service, even if GoldStar or its authorized representatives have been advised of the possibility of such damages, or (2) any client attributable to errors, omissions, or other inaccuracies in the service and/or materials or information downloaded through the service. When you access a non-GoldStar web site, please understand that is an independent from Goldstar, and that GoldStar has no control over the content of that web site. In addition, a link to GoldStar web site does not mean that GoldStar endorses or accepts any responsibility for the content, or the use, of such web site.
Authorization and Acknowledgement
You hereby deem Netcapital Funding Portal Inc. as an authorized agent to act on your behalf with with respect to GoldStar Trust and perform any of the following actions:
- Open an account with GoldStar Trust.
- Credit GoldStar Trust account with funds from an external bank account registered through netcapital.com.
- Debit GoldStar Trust account to invest in a offering where GoldStar Trust is the escrow agent and paying agent.
- Credit GoldStar Trust account with funds released from escrow in the event of an unsuccessful offering.
- Credit GoldStar Trust account with funds released from escrow in the event that you decide to withdraw from an offering within the allowed timeframe (detailed in the relevant offering statement.)
- Credit GoldStar Trust account in the event of the sale of securities.
- Debit GoldStar Trust account in the event of purchase of securities from another investor.
- Debit GoldStar Trust account in the event you request a withdrawal of funds into an external bank account through netcapital.com
You hereby authorize GoldStar Trust Company to initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to your account at the bank account named in this agreement or registered through netcapital.com. You authorize the bank to accept any such debits or credits to your account without responsibility for their correctness. You further agree that GoldStar Trust Company will not incur any loss, liability, cost, or expense for acting upon this request. You understand that this authorization may be terminated by you at any time by written notification to GoldStar Trust Company and to the bank. The termination request will be effective upon thirty (30) days written notice.
You direct GoldStar Trust to make investments authorized through netcapital.com. You acknowledge:
- Crowdfunding investments are not FDIC insured, are not guaranteed by GoldStar and may involve a high-degree of risk including possible loss of principal.
- You are solely responsible for directing all investment transactions, including reinvestment of earnings and sale proceeds.
- You are solely responsible for determining the investments you direct are allowable under applicable law and regulations.
- GoldStar has no discretion or responsibility to direct any investment for your CrowdPay account.
- GoldStar will not exercise any discretion, assume any fiduciary responsibility, perform a due diligence review, or undertake any investigation as to the prudence, viability, merits or suitability of the Investment.
- GoldStar has no responsibility for investment or tax advice and you are responsible for any information on which you rely.
- Cash in your CrowdPay account will be invested as explained in the Terms of the CrowdPay Agreement as amended.
- You agree to indemnify and hold harmless GoldStar, its officers, directors and employees from and against all losses, expenses, damages and costs including reasonable attorney’s fees which may occur as a result of the execution of this Investment Direction.
Last modified on October 7, 2016