Prison Phone Justice

Case 1:15-cv-00986-AT Document 326-1 Filed 12/06/21 Page 1 of 81

Exhibit 1
Settlement Agreement

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IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
BENSON GITHIEYA, et al.,
Plaintiffs,
v.

CIVIL ACTION NO:
1:15-CV-00986-AT

GLOBAL TEL LINK CORP.,
Defendant.
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement is made and entered into by and between
Plaintiffs Benson Githieya, Darlene Byers, the Estate of Nellie Lockett, Michelle
Mendoza, Sarai Morris, Betty Davis, and Adrian Mohamed (together, the “Class
Plaintiffs”), on behalf of themselves and the Settlement Class defined below, and
Defendant Global Tel*Link Corporation (“GTL”), in order to effectuate the final
settlement and dismissal with prejudice of certain claims asserted against GTL in the
above-captioned case on the terms set forth below and to the full extent reflected
herein, subject to approval by the Court. Capitalized terms shall have the meaning
ascribed to them in Section II of this Settlement Agreement.

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I. RECITALS
A.

On April 3, 2015, Plaintiff Githieya filed a complaint in this Action, on

behalf of himself and a putative nationwide class. The complaint challenged GTL’s
Inactivity Policy for AdvancePay Accounts established through the IVR under federal
and state law and sought an injunction, damages, attorneys’ fees, and costs. Dkt. 1;
see also dkt. 72 at 23; dkt. 178 at 2.
B.

GTL moved to compel Plaintiff Githieya to arbitrate his claims. The

Court granted the motion, but the arbitrator ultimately determined Plaintiff Githieya’s
claims were not arbitrable.
C.

On October 23, 2017, the Court permitted Darlene Byers and Nellie

Lockett to be added as plaintiffs in the Action, and Plaintiffs filed their Second
Amended Class Action Complaint. Dkt. 71; see also dkt. 72.
D.

For nearly a year, the Parties engaged in extensive discovery, exchanging

hundreds of thousands of pages of documents and data and taking more than half a
dozen depositions. The Parties also engaged in significant motions practice, including
multiple disputes regarding the scope of discovery, GTL’s motion to dismiss all of
Plaintiffs’ claims, Plaintiffs’ motion for class certification, and Plaintiffs’ motion for
sanctions.

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E.

In their third amended complaint and later in their motion for class

certification, the Class Plaintiffs asked the Court to certify the following class:
All persons nationwide who (i) established and funded a prepaid account
through GTL’s interactive-voice-response (“IVR”) system and (ii) had a
positive account balance that was reduced to $0.00 due to account
inactivity for 180 days or less.
Dkt. 178 at 14; dkt. 123-1 at 5.
F.

On November 30, 2020, the Court granted Plaintiffs’ motion for class

certification as to their claims for breach of contract and unjust enrichment. The Court
also modified the class definition, certifying a class defined as follows:
All persons nationwide who (i) established and funded a prepaid account
through GTL’s interactive-voice-response (“IVR”) system in order to
receive telephone calls from a person incarcerated in Georgia or South
Carolina, and (ii) had a positive account balance that was reduced to
$0.00 due to account inactivity for 180 days or less on or after April 3,
2011.
Dkt. 278 at 17.
G.

On December 14, 2020, GTL filed a Petition for Permission to Appeal

to the United States Court of Appeals for the Eleventh Circuit Pursuant to Federal
Rule of Civil Procedure 23(f). The Eleventh Circuit declined to accept the appeal.
H.

In April 2021, Plaintiffs sought leave to conduct discovery in support of

a planned motion to expand the class definition to include all persons nationwide

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affected by GTL’s Inactivity Policy, and the Court granted that request. In addition,
on June 18, 2021, Plaintiffs filed a motion to add Plaintiffs Michelle Mendoza, Sarai
Morris, Betty Davis, and Adrian Mohamed.
I.

Following several months of discovery, the Parties agreed to stay any

further proceedings to permit them to engage in settlement discussions and mediation.
J.

On September 30, 2021, and October 1, 2021, the Parties engaged in a

mediation before Hunter R. Hughes, III. Following that mediation, the Parties reached
agreement on the material terms of settlement by executing a Confidential Settlement
Term Sheet. The Parties agreed to set forth their agreement more fully in a mutually
agreeable settlement agreement, which is subject to court approval.
K.

Class Counsel have conducted a detailed examination of the facts, law,

and evidence relating to the Action, including documents, data, and other information
produced by GTL during pre-certification discovery, post-certification discovery, and
in connection with the Parties’ settlement discussions and mediation, and have
concluded that this Settlement provides substantial benefits to the Class Plaintiffs and
the Settlement Class (as defined below), and resolves all issues regarding GTL’s
Inactivity Policy for Settlement Class Members that were or could have been raised
in the Action without prolonged litigation and the risks and uncertainties inherent in

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litigation. The Class Plaintiffs and Class Counsel have further concluded that this
Settlement is fair, reasonable, adequate, and in the best interests of the Settlement
Class.
L.

GTL denies any wrongdoing in connection with its Inactivity Policy and

has asserted a variety of defenses. Nonetheless, without admitting or conceding any
wrongdoing, liability, or damages, GTL consents to the Settlement and to certification
of the Settlement Class for purposes of this Settlement only in order to avoid the
expense, inconvenience, and inherent risk of continued litigation.
M.

Nothing in this Settlement or Settlement Agreement shall be construed

as an admission or concession by GTL of the truth of any allegations raised in the
Action or of any fault, wrongdoing, liability, or damages of any kind. This Agreement
is made for settlement purposes only, and neither the fact of, nor any specific
provision contained in this Agreement nor any action taken hereunder shall constitute,
or be construed as, any admission of the validity of any claim or any fact alleged by
Plaintiffs or by any other person included within the Class of any wrongdoing, fault,
violation of law, or liability of any kind on the part of the Released Parties. GTL
denies that it has engaged in any wrongdoing or that it has engaged in any other
unlawful conduct as alleged in the Complaint. This Agreement constitutes a

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compromise pursuant to Fed. R. Evid. 408(a) and all similar federal or state laws,
rights, rules, or legal principles of any other jurisdiction that may be applicable. It
shall not be offered or be admissible, either in whole or in part, as evidence against
any of the Released Parties, except in any action or proceeding to enforce its terms.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, promises, and general releases set forth below, and subject to preliminary
and final approval of the Court, the Parties hereby agree as follows:
II.
A.

DEFINITIONS

“Action” means Githieya, et al. v. Global Tel*Link Corporation, Civil

Action No. 1:15-CV-00986-AT (N.D. Ga.).
B.

“AdvancePay Account” means the prepaid deposit accounts that GTL

maintains and that an AdvancePay Accountholder may use to speak to persons
incarcerated in facilities that GTL services, including those at issue in the Action.
C.

“AdvancePay Accountholder” means a person who establishes and

maintains an AdvancePay Account.
D.

“CAFA Notice” means the notice sent pursuant to the Class Action

Fairness Act, 28 U.S.C. § 1715 to the appropriate federal and state officials as
identified in 28 U.S.C. § 1715(a).

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E.

“Case-Contribution Award” means the Court-approved award, if any, to

the individual Class Plaintiffs, as defined in Section VII.B.
F.

“Claim Amount” means the aggregate amount of funds GTL retained

from a Settlement Class Member’s AdvancePay Account as a result of GTL’s
Inactivity Policy from April 3, 2011 to October 6, 2021. For clarity, this definition is
intended to include all instances in which and all amounts by which any Settlement
Class Member’s positive AdvancePay Account balance was reduced to $0.00 due to
GTL’s Inactivity Policy during the Class Period.
G.

“Claiming Settlement Class Members” means those members of the

Settlement Class described Section IV.C.i.
H.

“Claim Deadline” means the date by which a Settlement Class Member

must submit a Claim Form to be eligible for the benefits described under Section
IV.C.i, which date will be specified in the Class Notice. The Claim Deadline will be
one-hundred and twenty (120) days after the Class Notice Date.
I.

“Claim Form” means the one-page claim form, as further described in

Section XI.A, that Settlement Class Members must complete and submit on or before
the Claim Deadline to be eligible for the benefits described under Section IV.C.i.

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J.

“Class Account” means the account established to receive and maintain

funds contributed on behalf of GTL for the benefit of the Settlement Class, including
Class Plaintiffs and Settlement Class Members.
K.

“Class Counsel” shall mean Michael A. Caplan, James W. Cobb, and T.

Brandon Waddell of Caplan Cobb LLP; Barry Goldstein and Linda M. Dardarian of
Goldstein, Borgen, Dardarian, and Ho; and James Radford of Radford & Keebaugh,
LLC.
L.

“Class Notice” means the notice of the Settlement to be made available

to the Settlement Class on the Settlement Website.
M.

“Class Notice List” means a list generated by the Settlement

Administrator as set forth in Section X.A.i of all AdvancePay Accountholders
nationwide who may be part of the Settlement Class.
N.

“Class Notice Period” means the period between the Notice Date and the

deadline by which Claim Forms must be postmarked 120 days thereafter.
O.

“Class Plaintiffs” means Benson Githieya, Darlene Byers, the Estate of

Nellie Lockett, Michelle Mendoza, Sarai Morris, Betty Davis, and Adrian Mohamed.
P.

“Class Period” means the period that begins on (and includes) April 3,

2011, and that concludes on October 6, 2021.

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Q.

“Compliance Term” means the period of time that begins on the

Effective Date and ends five years later, during which GTL’s obligations under
Section IV.D shall continue in effect; provided, however, that such period will be
tolled during any period of material non-compliance by GTL with the obligations
described in Section IV.D.
R.

“Costs and Expenses” means the actual costs, expenses, and

disbursements Class Counsel have incurred in connection with the Action and not
already been paid by GTL, which amount shall not exceed $250,000.00.
S.

“Court” means the United States District Court for the Northern District

of Georgia.
T.

“Current AdvancePay Accountholders” shall mean Settlement Class

Members who have an active AdvancePay Account on the Effective Date and had
accounts that became subject to the Inactivity Policy during the Class Period.
U.

“Effective Date” shall mean the date on which each and all of the

following conditions have occurred:
i.

This Settlement Agreement has been fully executed by counsel to

the Parties;

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ii.

Orders have been entered by the Court certifying the Settlement

Class, granting preliminary approval of this Settlement, and approving the
forms of Class Notice and Claim Form;
iii.

The Settlement Class Notice has issued in accordance with the

Preliminary Approval Order; and
iv.
V.

The Final Approval Order has become Final.
“Emailed Class Notice” means the individual notice of this Settlement

and with a cover email in a form recommended by the Settlement Administrator that,
subject to approval by the Court, shall be e-mailed by the Settlement Administrator,
at the direction of Counsel for the Parties, to Class Members using the list of email
addresses for persons on the Class Notice List generated by the Settlement
Administrator.
W.

“Execution Date” means the first date on which counsel to all Parties to

this Settlement Agreement have signed the Settlement Agreement.
X.

“Extended Automatic Credit Period” shall mean the two-year period

beginning on the Effective Date during which a Former AdvancePay Accountholder
who does not submit a Valid Claim Form may receive credits pursuant to Section
VI.C.ii if he or she reactivates his or her AdvancePay Account. The Extended

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Automatic Credit Period shall expire on the earlier of (i) the second anniversary of
the Effective Date or (ii) the date the Settlement Fund is exhausted.
Y.

“Fairness Hearing” means the hearing at which the Court will consider

final approval of the Settlement.
Z.

“Final” when referring to the Final Approval Order means that (1) the

Final Approval Order is a final, appealable judgment; and (2) either (i) no appeal has
been taken from the judgment as of the date on which all deadlines to appeal therefrom
have expired; or (ii) an appeal or other review proceeding of the judgment was taken
and is either dismissed or affirms the order or judgment in all material respects and is
no longer subject to review by any court, whether by appeal, petitions for rehearing
or re-argument, petitions for rehearing en banc, petitions for writ of certiorari, or
otherwise.
AA. “Final Approval Date” means the date on which the Final Approval
Order is entered by the Court.
BB. “Final Approval Order” means the order and judgment by the Court that
finally approves the Settlement and this Settlement Agreement pursuant to Federal
Rule of Civil Procedure 23 and dismisses the action with prejudice.

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CC. “Former AdvancePay Accountholders” shall mean Settlement Class
Members who do not have an active AdvancePay Account on the date of the Final
Approval Order.
DD. “GTL” means Defendant Global Tel*Link Corporation.
EE.

“Inactivity Policy” means GTL’s policy or practice of reducing an

AdvancePay Account balance to zero as a result of account inactivity for 180 days or
less.
FF.

“IVR” means the automated telephone system maintained by GTL that

AdvancePay Accountholders may use to establish and fund their AdvancePay
Accounts.
GG. “IVR Script” means the pre-recorded voice prompts GTL utilizes on the
IVR.
HH. “Mailed Class Notice” means the individual notice of this Settlement
that, subject to Court Approval, shall be mailed by the Settlement Administrator, at
the direction of Counsel for the Parties, to Settlement Class Members using the list of
mailing addresses for persons on the Class Notice List generated by the Settlement
Administrator. The Mailed Class Notice shall include a tear-off Claim Form.

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II.

“Notice and Administrative Costs” means the reasonable and authorized

costs and expenses of disseminating and publishing the Emailed Class Notice; Mailed
Class Notice; Published Class Notice; Reminder Notice; and any other forms of notice
authorized or required under the Court-approved notice program, and all reasonable
and authorized costs and expenses incurred by the Settlement Administrator in
administering the Settlement, including, but not limited to, costs and expenses
associated with assisting members of the Settlement Class, processing claims, holding
Class Account funds, and issuing and mailing payments to eligible Settlement Class
Members.
JJ.

“Notice Date” means the initial date that Mailed Class Notice and

Emailed Class Notice are sent to the Settlement Class and the Published Class Notice
is published in accordance with Section X.
KK. “Opt-Out” means a member of the Settlement Class who properly and
timely submits a request for exclusion from the Settlement Class as set forth in Section
XII.B. An Opt-Out rescinds his or her request for exclusion by submitting a Claim
Form to the Settlement Administrator to obtain benefits under the Settlement.

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LL.

“Opt-Out List” means the list compiled by the Settlement Administrator

identifying those members of the Settlement Class who properly and timely submit a
request for exclusion from the Settlement Class and become Opt-Outs.
MM. “Opt-Out Request” means a request to be excluded from the Settlement
submitted by a Settlement Class Member as set forth in Section XII.B.
NN. “Parties” means the Class Plaintiffs together with GTL.
OO. “Preliminary Approval Date” means the date the Preliminary Approval
Order has been executed and entered by the Court.
PP.

“Preliminary Approval Order” means the Order described in Section IX

and entered by the Court preliminarily approving the Settlement.
QQ. “Published Class Notice” means the notice such forms as recommended
by the Settlement Administrator that, subject to the Court’s approval, shall be
disseminated to Settlement Class Members by publication as described in Section X.
RR. “Release” means the mutual release and discharge as of the Effective
Date described in Section VI, including (but not limited to) the release and discharge
by the Class Plaintiffs and all Settlement Class Members of all Released Claims
against the Released Parties.

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SS.

“Released Claims” means any and all claims that were brought or could

have been brought in the Action, including, but not limited to, any and all claims
arising out of or relating to the Inactivity Policy.
TT.

“Released Parties” shall refer individually and collectively, as

appropriate, to Global Tel*Link Corporation and its past and present parent
companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities,
assignees, and all of their respective predecessors, assigns, and successors-in-interest,
and all of their respective present or former directors, officers, members, shareholders,
agents, employees, representatives, administrators, insurers, and indemnitees.
UU. “Releasing Party” or “Releasing Parties” shall refer individually and
collectively, to the Settlement Class, including the Class Plaintiffs and the Settlement
Class Members, each on behalf of themselves and their respective predecessors and
successors; their current and former, direct and indirect parents, subsidiaries, and
affiliates; their present and former shareholders, partners, directors, officers, owners
of any kind, principals, members, agents, employees, contractors, attorneys, insurers,
heirs, executors, administrators, devisees, representatives; their assigns of all such
persons or entities, as well as any person or entity acting on behalf of or through any
of them in any capacity whatsoever, jointly and severally; and any of their past,

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present and future agents, officials acting in their official capacities, legal
representatives, agencies, departments, commissions, and divisions. As used in this
Section, “affiliates” means entities controlling, controlled by, or under common
ownership or control with, in whole or in part, any of the Releasing Parties.
VV. “Reminder Notice” means the notice of the settlement that will be sent
to all Former AdvancePay Accountholders on the Class Notice List by email who
have not submitted a Claim Form within 90 days after the Notice Date to remind those
Class Members of their rights to submit a Claim Form.
WW. “Settlement,” “Settlement Agreement,” or “Agreement” means this
Settlement Agreement and Release, including all exhibits hereto.
XX. “Settlement Administrator” means Rust Consulting, Inc.
YY. “Settlement Class” means all persons who fall within the definition of
the class identified in Section III.A.
ZZ.

“Settlement Class Notice Program” means the process devised by the

Parties and the Settlement Administrator, and approved by the Court, for notifying
the Settlement Class of the Settlement and Settlement Agreement, as described in
Section X.

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AAA. “Settlement Class Members” means all persons in the Settlement Class
who do not exclude themselves (i.e., become Opt-Outs) pursuant to Section XII.B.
“Settlement Class Members” includes any persons to whom notice has not been
directed through the Settlement Class Notice Program but who nonetheless submit a
Valid Claim Form.
BBB. “Settlement Website” means the dedicated website created and
maintained by the Settlement Administrator, which will contain relevant documents
and information about the Settlement, including this Settlement Agreement, the Class
Notice, the Claim Form, and information about the filing and processing of Claims.
CCC. “Valid Claim Form” means a Claim Form completed and timely
submitted by a Settlement Class Member and approved as described in Section XI.
DDD. The plural of any defined term includes the singular, and vice versa, as
made necessary in context.
III.
A.

PROPOSED CLASS FOR SETTLEMENT PURPOSES

Pursuant to Federal Rule of Civil Procedure 23(e), the Parties agree to

certification for settlement purposes only of the following Settlement Class:
All persons nationwide who (i) established and funded a prepaid account
through GTL’s interactive-voice-response (“IVR”) system and (ii) had a
positive account balance that was reduced to $0.00 due to account

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inactivity for 180 days or less on or after April 3, 2011, and through and
including October 6, 2021.
B.

Class Plaintiffs, through Class Counsel, shall submit to the Court a

motion for Preliminary Approval of this Agreement. Class Counsel will provide a
copy of the proposed motion reasonably in advance of the date of filing to GTL. The
Parties shall take all reasonable actions as may be necessary to obtain Preliminary
Approval of this Agreement. The Preliminary Approval Motion shall seek the
appointment of the following as counsel for the Settlement Class:
Michael A. Caplan
James W. Cobb
T. Brandon Waddell
CAPLAN COBB LLP
75 Fourteenth Street, NE, Suite 2750
Atlanta, Georgia 30309
(404) 596-5600 – Office
(404) 596-5604 – Facsimile
mcaplan@caplancobb.com
jcobb@caplancobb.com
bwaddell@caplancobb.com

Barry Goldstein, admitted pro hac vice
Linda M. Dardarian, admitted pro hac vice
GOLDSTEIN, BORGEN,
DARDARIAN & HO
155 Grand Avenue, Suite 900
Oakland, California 94612
(510) 763-9800
bgoldstein@gbdhlegal.com
ldardarian@gbdhlegal.com

James Radford
Georgia Bar No. 108007
RADFORD & KEEBAUGH, LLC
315 W. Ponce de Leon Ave.
Suite 1080
Decatur, Georgia 30030
(678) 271-0300
james@decaturlegal.com

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C.

Class Counsel will prepare a motion seeking an order from the Court

making a preliminary finding, solely for the purposes of settlement, that (i) the Class
Plaintiffs and Class Counsel are adequate representatives of the Settlement Class; and
(ii) the Settlement Class satisfies the requirements of Federal Rule of Civil Procedure
23(a) and (b)(2) and (b)(3).
D.

In the event that the Settlement Agreement is terminated pursuant to

Section XIV, any certification of the Settlement Class shall be deemed vacated nunc
pro tunc, the Action shall proceed as if the Settlement Class had never been certified,
and no reference to the Settlement Class, this Settlement Agreement, or any other
Settlement documents, shall be made for any purpose in the Action or in any other
action or proceeding. For the avoidance of doubt, GTL’s agreement to certification
for settlement purposes shall not be deemed an admission that class certification is
proper for litigation purposes, and Plaintiffs agree not to argue that this Agreement
supports class certification for litigation purposes.
IV.
A.

BENEFITS TO CLASS

Settlement Fund. Subject to the Final Approval of this Settlement and

Settlement Agreement, and in consideration of the release of the Released Claims,
GTL agrees to pay, on behalf of itself and the Released Parties, a maximum of $67

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million in cash and credits combined (the “Settlement Fund”) to be distributed in
accordance with the terms of this Settlement Agreement. The Parties agree and
acknowledge that none of the foregoing amounts paid by or on behalf of GTL under
this Agreement shall be deemed to be, in any way, a penalty or a fine of any kind, nor
shall it be deemed or construed to be an admission or evidence of any violation of any
statute or law or of any liability or wrongdoing by the Released Parties.
i.

This Settlement Fund shall be used to satisfy the payments and

credits to Settlement Class Members set forth in Sections IV.B–C below; any
Attorney’s Fees, Expenses, and Costs awarded by the Court to Class Counsel;
the Case-Contribution Awards to the Class Plaintiffs; and the Notice and
Administrative Costs. The “Net Settlement Consideration” means the amount
available for distribution to Class Members, calculated as the Settlement Fund
less amounts approved by the Court for Attorney’s Fees, Expenses, and Costs;
the Case-Contribution Awards to the Class Plaintiffs; and the Notice and
Administrative Costs, plus any interest earned by the Class Account. In no case
will GTL’s financial obligations under this Settlement Agreement exceed the
Settlement Fund.

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ii.

Not later than thirty (30) days of the later of (i) the Effective Date

or (ii) the date of the Settlement Administrator’s final determination of Claim
Amounts and written communication of the final determination to GTL and
Class Counsel, GTL shall transfer to the Class Account an amount equal to the
sum total of the Claim Amounts for all Settlement Class Members who
submitted Valid Claim Forms plus the sum total of all Case-Contribution
Awards as described in Section VII.B. For clarity, GTL is not obligated to
transfer the maximum amount of the Settlement Fund described in Section
IV.A; instead, it is obligated to transfer to the Class Account only those dollars
that the Claims Administrator has identified as being owed to persons who have
submitted Valid Claim Forms. Any interest that accrues on the settlement funds
in the Class Account before that amount is distributed by the Settlement
Administrator will be added to the Class Account. If, for any reason, a person
submitting a Valid Claim Form does not collect, tender, or otherwise accept a
settlement amount within one hundred and eighty (180) days of transmission,
the Settlement Administrator shall return such funds to GTL.
B.

Payments to Current AdvancePay Accountholders. For Settlement Class

Members who are Current AdvancePay Accountholders, GTL shall undertake best

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efforts to, within twenty-one (21) days of the Effective Date, but in no event later than
thirty (30) days from the Effective Date, pay such Settlement Class Member’s Claim
Amount by automatically crediting the Claim Amount to the Class Member’s account
without the need for such Settlement Class Member to submit a Claim Form or
otherwise demonstrate his or her entitlement to the Claim Amount. Credits provided
pursuant to this paragraph are not refundable or redeemable for cash or its equivalent.
Within forty-five (45) days of the Effective Date, GTL shall provide to Class Counsel
and the Settlement Administrator a list identifying the Current AdvancePay
Accountholders to whom such credits have been provided and stating the amount of
credits made to each such Current AdvancePay Accountholder.

Credits issued

pursuant to this paragraph shall count, on a dollar-for-dollar basis, against the Net
Settlement Consideration.
C.

Payments to Former AdvancePay Accountholders.
i.

For Members of the Settlement Class who are not Current

AdvancePay Accountholders and who submit a Valid Claim Form, each such
Claiming Settlement Class Member’s Claim Amount shall be paid by the
Settlement Administrator by check, prepaid debit card, electronic payment, or
such other means as the Settlement Administrator shall deem appropriate

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within 30 days of the later of (i) the Effective Date or (ii) the date of the
Settlement Administrator’s final determination of Claim Amounts (“Settlement
Administrator Payment Date”). Within seven (7) days of the Settlement
Administrator Payment Date, the Settlement Administrator shall provide to
Counsel to the Parties a list identifying the Former AdvancePay
Accountholders to whom such payments have been made and stating the
amount of payments made to each such Former AdvancePay Accountholder.
Payments issued pursuant to this paragraph shall count, on a dollar-for-dollar
basis, against the Net Settlement Consideration.
ii.

If any Former AdvancePay Accountholder who is a Class Member

does not submit a timely and Valid Claim Form but reactivates his or her
AdvancePay Account during the Extended Automatic Credit Period, GTL shall
provide such Class Member’s Claim Amount in the form of credit for future
use of services in a form of credit equivalent to the amount such Class Member
otherwise would have received had the Class Member filed a timely claim.
GTL shall not require any additional information from such Class Member for
such Class Member to be entitled to such credit. Credits for future use issued
pursuant to this paragraph shall count, on a dollar-for-dollar basis, as part of

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the Net Settlement Consideration. Credits issued pursuant to this provision
shall not be refundable or able to be converted into cash payment for any
reason. During the Extended Automatic Credit Period, GTL shall, on a semiannual basis starting 180 days from the date of the beginning of the Extended
Automatic Credit Period, provide to Class Counsel a list of the Former
AdvancePay Accountholders to whom credits have been paid during the prior
six-month period of the Extended Automatic Credit Period and stating the
amount of payments made to each such Former Advance Pay Accountholder.
The information provided to Class Counsel pursuant to this paragraph shall be
treated as confidential and not distributed to third parties unless disclosure is
required by a court of competent jurisdiction.
iii.

For the avoidance of doubt, if the Net Settlement Consideration is

totally depleted as a result of the claims of Claiming Settlement Class Members
made in accordance with the terms of this Settlement Agreement under Section
IV.C.i (after deducting credits issued under Section IV.B), the Claim Amount
paid to such Claiming Settlement Class Members shall be reduced on a pro rata
basis such that each Claiming Settlement Class Member is paid the maximum
reduced percentage of the Claim Amount available before exhaustion of the

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Settlement Fund and GTL shall have no further obligation to pay credits to
Former AdvancePay Accountholders during the Extended Automatic Credit
Period as defined in Section IV.C.ii. Alternatively, if the Net Settlement
Consideration is depleted during the Extended Automatic Credit Period, then
GTL’s obligation to pay any further credits during the Extended Automatic
Credit Period shall be extinguished and the Extended Automatic Credit Period
shall expire. In the event that the Net Settlement Consideration is fully depleted
prior to the expiration of the Extended Automatic Credit Period, GTL shall
provide written notice to Class Counsel that the Settlement Fund has been
depleted and include an accounting of the amounts paid out of the Settlement
Fund. The express intent of this Settlement Agreement is that GTL’s obligation
to make payments and provide credits under this Settlement Agreement shall
be limited to the amount of the Settlement Fund.
D.

Non-Monetary Provisions.
i.

Existing Changes. The Parties recognize that GTL has already

undertaken changes to its Inactivity Policy prior to the entry of this Settlement
Agreement.

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ii.

Term of Compliance with Non-Monetary Terms. GTL’s

obligations under this Section IV.D shall continue in effect for five years from
the Effective Date; provided, however, that such period will be tolled during
any period of material non-compliance with those obligations.
iii.

Lengthen Baseline Inactivity Policy to 180 Days. Within 120 days

of the Effective Date and continuing throughout the Compliance Term, and
subject to the provisions of Section IV.E, GTL shall adopt a baseline policy
that lengthens the period of time before the Inactivity Policy will be applied to
any AdvancePay Account from 90 days to 180 days nationwide. On a
prospective basis, GTL will identify its baseline policy as maintaining
AdvancePay Accounts in an active status until the 181st day of inactivity.
Within 120 days of the Effective Date, GTL will initiate the process of taking
actions as required by law and regulation, including but not limited to changing
tariffs where necessary as determined solely by GTL, to reflect this amended
180-day Inactivity Policy. Within 120 days of the Effective Date and
continuing through the Compliance Term, GTL will add to and maintain on the
homepage of its relevant website a banner that shall state: “Please be advised,
once created, your AdvancePay account will become inactive after 180

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consecutive days of inactivity or non-use unless such time is shorter or longer
based on governing law or contract. If an account is used by the account holder
at any point in the inactivity period, the inactivity period will be reset.
Information regarding reactivation of an account and refunds are detailed in the
terms of use and can be discussed with customer service. If your contact
information is provided to GTL, and you opt-in to receiving notification
messages, you will receive notice of the scheduled expiration of your account
no later than 30 days before the account expires.” GTL will maintain this
baseline Inactivity Policy and required website posting throughout the
Compliance Term.
iv.

Notice of and Assent to Baseline Inactivity Policy in IVR Account-

Establishment Process. Within 120 days of the Effective Date, and continuing
throughout the Compliance Term, GTL agrees to and will incorporate into its
IVR Script a disclosure that (1) describes the baseline Inactivity Policy and
expressly discloses that the AdvancePay Account may become inactive and,
upon becoming inactive, any remaining funds may be subject to forfeiture; and
(2) states that any unused funds remaining in the AdvancePay Account can be
refunded by contacting customer service at any time within the period of time

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established by the baseline Inactivity Policy. The IVR shall require an
AdvancePay Accountholder who creates an account by IVR to manifest assent
to the baseline Inactivity Policy by pressing a button. It is understood and
agreed that GTL may also reference other terms and conditions in connection
with such assent.
v.

Notice on AdvancePay Website. Beginning 120 days after the

Effective Date and continuing throughout the Compliance Period, GTL will
maintain on the homepage of its relevant website an enhanced disclosure and
explanation of its baseline Inactivity Policy set forth above in Section IV.D.iii,
along with instructions for how to (i) reopen an AdvancePay Account that has
been affected by the Inactivity Policy and (ii) obtain a refund of unused funds.
vi.

Notice of Baseline Inactivity Policy in Other Communications.

Throughout the Compliance Term, GTL will include enhanced disclosures
similar to those set forth in Section IV.D.iii in connection with any materials
that market or advertise AdvancePay Accounts that are printed and distributed
more than 120 days after the Effective Date.
vii.

Training of Customer Service Personnel. Within 120 days of the

date on which the Final Approval Order becomes Final, GTL will revise its

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operative training documents to include enhanced disclosures regarding its
inactivity and refund policies similar to those set forth in Section IV.D.iii.
Within 45 days of the Effective Date, GTL will train all current GTL call-center
and customer-service personnel regarding the changes to GTL’s Inactivity
Policy and its refund policy that are implemented or are to be implemented
under this Settlement Agreement. Throughout the Compliance Term, GTL will
provide such training to all new call-center and customer-service personnel
hired more than 45 days after the Effective Date.
viii.

Refund Policy. GTL shall permit any individual to obtain a refund

of any balance remaining in any AdvancePay Account at any time during the
period of time the account remains active; provided, however, this paragraph
shall not be a limitation on the separate and distinct relief provided in Section
IV.C.ii of this Settlement Agreement.
ix.

Pre-Forfeiture Notification. Within 120 days of the Effective

Date, GTL will provide AdvancePay Accountholders the opportunity to opt
into receiving pre-forfeiture notification via text message that will inform the
AdvancePay Accountholder that any balance remaining in his or her
AdvancePay Account is subject to forfeiture in 30 days if the account remains

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inactive and that the AdvancePay Accountholder may request a refund of the
remaining balance within those 30 days. In order to receive the pre-forfeiture
notice by text message, an AdvancePay Accountholder must provide GTL with
his or her cellular phone number and affirmatively agree to receive notifications
by text message. For AdvancePay Accountholders who will be impacted by
GTL’s Inactivity Policy in less than 30 days from the date on which GTL
provides the opt-in notice described above, GTL will send a one-time preforfeiture notification by text message that indicates that his or her account will
expire in the next 30 days if the account remains inactive or the accountholder
does not seek either a refund or to reactivate the account. In addition, GTL will
undertake best efforts to provide, within 120 days of the date on which the Final
Approval Order becomes Final (but not later than 180 days), an opportunity for
AdvancePay Accountholders to opt into pre-forfeiture notices by email
pursuant to a similar process as set forth above for pre-forfeiture notice by text
messages, and GTL shall provide a similar pre-forfeiture email to any
AdvancePay Accountholder who so opts in. The parties will jointly request that
the Court’s final order approving the settlement will include an express finding

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that this text or other notice shall not be deemed a marketing communication
or a violation of the Telephone Consumer Protection Act (“TCPA”).
E.

Compliance with Other Law. This Settlement Agreement is subject to

state, local, and federal laws and regulations, and provisions in existing contracts or
procurements that have been issued as of October 6, 2021, that govern GTL and its
business practices. Nothing in this Settlement Agreement shall require the Parties to
take any act that is incompatible with a change in law or regulation. In addition,
nothing in this Settlement Agreement will limit or prohibit GTL from responding to
or contracting with a governmental or other entity in the ordinary course with the
understanding that GTL shall substantially comply with the provisions of Section
IV.D.
F.

The Parties agree and acknowledge that none of the amounts paid by or

on behalf of GTL under this Settlement Agreement or any act GTL agrees to
undertake pursuant to this Settlement Agreement shall be considered or deemed to be,
in any way, a penalty or a fine of any kind, nor shall it be deemed or construed to be
an admission or evidence of any violation of any statute or law or of any liability or
wrongdoing by the Released Parties.
V.

NON-ADMISSION OF LIABILITY

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A.

Non-Admission of Liability. This Settlement Agreement is made for

settlement purposes only, and neither the fact of, nor any specific provision contained
in this Settlement Agreement nor any action taken hereunder shall constitute, or be
construed as, any admission of the validity of any claim or any fact alleged by the
Class Plaintiffs or by any other person included within the Settlement Class of any
wrongdoing, fault, violation of law, or liability of any kind on the part of the Released
Parties. GTL denies that it has engaged in any wrongdoing or that it has engaged in
any other unlawful conduct as alleged in the Complaint. This Settlement Agreement
constitutes a compromise pursuant to Fed. R. Evid. 408(a) and all similar federal or
state laws, rights, rules, or legal principles of any other jurisdiction that may be
applicable. It shall not be offered or be admissible, either in whole or in part, as
evidence against any of the Released Parties, except in any action or proceeding to
enforce its terms.
VI.
A.

MUTUAL RELEASES

If the Final Approval Order approving this Settlement Agreement

becomes Final, then the Class Plaintiffs, in consideration of this Settlement
Agreement and the benefits extended to the Settlement Class, on behalf of themselves,
the Settlement Class Members, and each Settlement Class Member, and his/her

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respective successors, assigns, past, present, and future parents, subsidiaries, joint
venturers, partnerships, related companies, affiliates, directors, officers, shareholders,
employees, agents, representatives, servants, partners, executors, administrators,
assigns, predecessors, descendants, dependents, and heirs, fully release and forever
discharge the Released Parties from the Released Claims, arising on or before the
Effective Date.
B.

If the Final Approval Order approving this Settlement Agreement

becomes Final, then GTL, on behalf of itself and its past and present parent
companies, subsidiaries, joint ventures, partnerships, affiliates, controlled entities,
assignees, and all of their respective predecessors, assigns, and successors-in-interest,
and all of their respective present or former directors, officers, members, shareholders,
agents, employees, representatives, administrators, insurers, and indemnitees, fully
releases and forever discharges the Class Plaintiffs from any and all claims that were
or could have been brought by GTL or any of them against the Class Plaintiffs in this
Action arising on or before the Effective Date.
C.

This Agreement may be pleaded as a full and complete defense to, and

may be used as the basis for a temporary restraining order or preliminary or permanent
injunction against, any action, suit, or other proceeding, which has been or may be

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instituted, prosecuted, continued to be prosecuted, or attempted, asserting any of the
Released Claims.
D.

Class Plaintiffs and Class Counsel acknowledge that GTL considers it to

be a material term of this Settlement Agreement that the provisions of this Section VI
and Section IV.A–C, among other paragraphs, will bind all members of the Settlement
Class who have not opted out pursuant to the procedure set forth in Section XII.
E. In addition to the provisions of this Section VI, the Releasing Parties
hereby expressly waive and release, solely with respect to the Released Claims,
upon Final Judgment, any and all provisions, rights, and benefits conferred by
Section 1542 of the California Civil Code, which states:
CERTAIN CLAIMS NOT AFFECTED BY GENERAL
RELEASE. A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR;
or by any law of any state or territory of the United States, or principle of common
law, which is similar, comparable, or equivalent to Section 1542 of the California
Civil Code. Each Releasing Party may hereafter discover facts other than or
different from those which he, she, or it knows or believes to be true with respect to
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the claims which are released pursuant to the provisions of Section 16, but each
Releasing Party hereby expressly waives and fully, finally, and forever settles and
releases, upon Final Judgment, any known or unknown, suspected or unsuspected,
contingent or non-contingent claim that the Releasing Parties have agreed to release
pursuant to Section 16, whether or not concealed or hidden, without regard to the
subsequent discovery or existence of such different or additional facts.
VII. ATTORNEYS’ FEES, EXPENSES, AND COSTS AND CASECONTRIBUTION AWARDS
A.

Attorneys’ Fees, Expenses, and Costs. Class Counsel are entitled to an

award of reasonable attorneys’ fees, expenses, and costs, which will be determined
by the Court.
i.

On or before the date set by the Court in the Preliminary Approval

Order, which will be at least fourteen (14) days before the deadline for Class
Members to object to the Settlement, the Parties agree that Class Counsel will
file an unopposed Motion for Attorneys’ Fees, Expenses, and Costs requesting
that the Court to award Class Counsel attorneys’ fees in the amount of
$18,425,000.00 (“Attorneys’ Fees”), an amount GTL agrees is reasonable
under the specific circumstances of this litigation. The Parties further

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acknowledge that the Court’s has already awarded some attorneys’ fees to
Class Counsel. Dkt. 277.
ii.

In the unopposed Motion for Attorneys’ Fees, Expenses, and

Costs, Class Counsel, in addition to seeking the Attorneys’ Fees set forth in
Section VII.A.i, the Parties agree that Class Counsel will seek recovery of the
Costs and Expenses they have incurred in connection with the Action, which
amount shall not exceed $250,000.00, an amount GTL agrees is reasonable
under the specific circumstances of this litigation.
iii.

Payment by GTL of Attorneys’ Fees and Costs and Expenses

pursuant to this Section, if and as approved by the Court, will completely satisfy
any and all obligations on GTL’s part or on the part of the other Released
Parties to pay attorneys’ fees and costs with respect to this Lawsuit. The
Released Parties shall have no responsibility or liability whatsoever regarding
the payment of attorneys’ fees and costs other than as set forth in this Section.
iv.

Any attorneys’ fees and expenses that are awarded by the Court

shall be paid to Class Counsel by GTL within fourteen (14) days of the District
Court’s order approving the attorneys’ fees and expenses award. GTL shall
make such payment by wire transfer into a bank account designated by lead

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Class Counsel, Caplan Cobb LLP. GTL shall pay the attorneys’ fees, expenses,
and costs notwithstanding the existence of any timely filed objections to the
attorneys’ fees, expenses and costs award, or potential for appeal therefrom, or
collateral attack on the Settlement or any part thereof subject to Class Counsel’s
personal guarantee (attached hereto as Exhibit A) that they shall make
appropriate refunds or repayments to GTL if the Settlement is terminated
pursuant to Section XIV of this Settlement Agreement or if, as a result of any
appeal or further proceedings on remand, or successful collateral attack, the
award of attorneys’ fees, expenses, and costs is reduced or reversed and such
order reducing or reversing the award becomes Final. Class Counsel shall make
the appropriate refund or repayment in full no later than fourteen (14) days after
the later of: (a) giving or receiving notice that the Settlement has been
terminated or cancelled; or (b) the date any order reducing or reversing the
award of attorneys’ fees, expenses, and/or costs has become Final.
v.

An award of attorneys’ fees, expenses, and/or costs is not a

necessary term of this Settlement Agreement and is not a condition of the
Settlement embodied herein.

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B.

Case-Contribution Awards. The Parties agree that Class Plaintiffs will

apply for Case-Contribution Awards not to exceed $25,000 to be paid directly to each
Class Plaintiff.
i.

The parties acknowledge that, as of the Execution Date, the

availability of such awards is uncertain as a result of the decision of the United
States Court of Appeals for the Eleventh Circuit in Johnson v. NPAS Sols., LLC,
975 F.3d 1244, 1248 (11th Cir. 2020) (“Johnson”). The parties further
acknowledge, however, that, as of the Execution Date, the mandate has not
issued in Johnson and that decision is therefore not final.
ii.

GTL will not oppose a request by the Class Plaintiffs that the

Court conditionally approve Case-Contribution Awards to the Class Plaintiffs
as contemplated in this section, provided that Johnson is reversed, overturned,
amended, or otherwise revised to permit such awards during the Compliance
Term.
iii.

In the event that Johnson is reversed, overturned or otherwise

revised to permit such awards during the Compliance Term, GTL shall pay the
Case-Contribution Awards to the Class Plaintiffs within 30 days of such
reversal, overturning or revision. In the event that Johnson is not reversed,

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overturned, or otherwise revised to permit such awards during the Compliance
Term, GTL shall have no obligation to pay any Case-Contribution Awards.
C.

Attorneys’ Fees, Expenses, and Costs Are Distinct from Benefits to

Class. The procedure for and the grant or denial or allowance by the Court of Class
Counsel’s attorneys’ fees, reimbursement of costs and expenses, and Class Plaintiff
Case-Contribution Awards are considered by the Court separately from the Court’s
consideration of the fairness, reasonableness, and adequacy of the Settlement, and any
order or proceeding relating to the applications for attorneys’ fees, reimbursement of
Costs and Expenses, and Case-Contribution Awards, or any appeal from any order
relating thereto or the reversal, reduction, or modification thereof, will not operate to
terminate or cancel this Agreement, or affect or delay the finality of the Final
Approval Order approving the Settlement Agreement and the Settlement.
D.

Cooperation Regarding Valuation of Non-Monetary Benefits of

Settlement. GTL will reasonably cooperate in providing information necessary to
value the non-monetary terms of the Settlement Agreement by providing Plaintiffs
with such documentation of expenses incurred in connection with implementation of
the non-monetary terms. GTL will not be required to retain any expert or otherwise
provide any opinion of value. In the event Plaintiffs retain an expert to value the non-

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monetary terms, GTL will reasonably cooperate by providing information and
documents requested by such expert, so long as the requests are not unduly
burdensome or oppressive. Any disputes arising out of this Section VII.D shall be
subject the dispute-resolution procedure set forth in Section XV.B.
VIII. AGREEMENT TO EFFECTUATE SETTLEMENT AND FACILITATE
FINAL APPROVAL
A.

The Parties agree to cooperate and utilize their best efforts to effectuate

the implementation of the Settlement and this Settlement Agreement, including
providing any information to Counsel to the Parties or the Settlement Administrator
reasonably necessary to ensure compliance with and implementation of the Settlement
and the terms of this Settlement Agreement. The Parties and their respective Counsel
further agree to support entry of the Final Approval Order, including in connection
with any proceedings before the Final Approval Order becomes Final (including any
motion for reconsideration, motion for re-argument, motion for rehearing, motion to
amend the judgment, appeal, petition for writ of certiorari, or any other writ or
objection).
B.

The Parties agree to undertake their respective best efforts to effectuate

the Settlement as set forth in this Agreement. The Parties shall encourage the Court
to approve the Settlement and this Settlement Agreement, and shall not encourage
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persons included within the Settlement Class to object to the Court’s approval of the
Settlement and this Settlement Agreement or to opt out of the Class or to object to
any portion hereof, including the Award of Attorneys’ Fees, Expenses, and Costs or
Case-Contribution Awards.
C.

Without limiting the generality of the foregoing, GTL expressly agrees

to and not to oppose the Motion for Entry of the Preliminary Approval Order; the
Motion for Final Approval; Class Counsel’s Motion for an Award of Attorneys’ Fees,
Expenses, and Costs; and the Motion for Case-Contribution Awards to the Class
Plaintiffs.
IX.
A.

ANNOUNCEMENT AND PRELIMINARY APPROVAL
Settlement Announcement and Stay. As soon as practicable, but in no

event later than fourteen (14) days after the Execution Date, the Parties shall jointly
provide notice to the Court that they have executed this Agreement and move the
Court to extend the stay of all proceedings until such time as the Court determines
whether to approve this Agreement.
B.

Motion for Entry of Preliminary Approval Order. As soon as practicable,

but in no event later than ten (10) business days after the Execution Date, Class
Counsel shall move the Court for a Preliminary Approval Order preliminarily

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approving this Settlement Agreement and the Settlement Class Notice Program
(“Motion for Preliminary Approval”) pursuant to the procedure set forth in Section
III.B of this Agreement.
C.

Preliminary Approval Order. In connection with the motion for entry of

a preliminary approval order, the Class Plaintiffs will submit a Proposed Preliminary
Approval Order to the Court, which Plaintiffs shall provide to GTL reasonably in
advance of filing for input. GTL agrees to support entry of the Proposed Preliminary
Approval Order. The Proposed Preliminary Approval Order shall, among other
things:
i.

Preliminarily approve this Settlement Agreement.

ii.

Preliminarily certify the Settlement Class.

iii.

Find that the proposed Settlement is sufficiently fair, reasonable,

and adequate to warrant providing notice to the Settlement Class.
iv.

Find that the Settlement Class Notice Program: (i) is the best

practicable notice; (ii) is reasonably calculated, under the circumstances, to
apprise the Settlement Class of the pendency of the Action and of their right to
object to or to exclude themselves from the proposed settlement; (iii) is
reasonable and constitutes due, adequate, and sufficient notice to all persons

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entitled to receive notice; and (iv) meets all requirements of applicable law,
including the Due Process Clause.
v.

Appoint the Settlement Administrator.

vi.

Approve the Claim Form and set a Claim Deadline.

vii.

Approve the form of Reminder Notice and expressly authorize and

instruct the Settlement Administrator to send the Reminder Notice via email.
viii.

Require any member of the Settlement Class who wishes to

exclude himself or herself from the Settlement Class to submit an appropriate,
timely Opt-Out Request, postmarked no later than the Opt-Out Date, or as the
Court may otherwise direct, to the Settlement Administrator at the address on
the Class Notice.
ix.

Order that any member of the Settlement Class who does not

submit a timely, written Opt-Out Request that satisfies the requirements set out
in Section XII.B (i.e., who becomes an Opt-Out) will be bound by all
proceedings, orders, and judgments in the Action, even if such Settlement Class
Member has previously initiated or subsequently initiates individual litigation
or other proceedings encompassed by the Release.

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x.

Establish a schedule for the Parties to seek to obtain from the

Court the Final Approval Order finally approving the Settlement.
xi.

Schedule a date and time for a Fairness Hearing to determine

whether the Settlement will be finally approved by the Court.
xii.

Require any Settlement Class Member who wishes to object to the

fairness, reasonableness, or adequacy of this Settlement or Settlement
Agreement to file with the Court and serve on Class Counsel and GTL’s
Counsel no later than the Objection Date, or as the Court may otherwise direct,
a statement of the objection signed by the objecting Settlement Class Member
that contains all of the information set forth in Section XII.A.
xiii.

Order that any response to an objection shall be filed with the

Court no later than seven (7) days prior to the Fairness Hearing.
xiv.

Specify that any Settlement Class Member who does not raise a

timely objection to the Settlement or who fails to otherwise comply with
applicable requirements for objections set forth in Section XII.A shall be
foreclosed from seeking any adjudication or review of this Settlement.
xv.

Require that any attorney hired by a Settlement Class Member for

the purpose of objecting (a) to the proposed Settlement, (b) the Attorneys’ Fees,

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Expenses, and Costs Award and/or (c) the Case-Contribution Awards and/or
who intends to make an appearance at the Fairness Hearing shall file with the
Clerk of the Court and provide to the Settlement Administrator (who shall
forward it to Class Counsel and GTL’s Counsel) a notice of intention to appear
no later than the Objection Date or as the Court may otherwise direct.
xvi.

Direct the Settlement Administrator to establish a post office box

and email address in the name of the Settlement Administrator to be used for
receiving requests for exclusion, Claim Forms, and any other communications
from Settlement Class Members, and providing that only the Settlement
Administrator, Class Counsel, GTL’s Counsel, the Court, the Clerk of the
Court, and their designated agents shall have access to this post office box and
email account, except as otherwise provided in this Settlement Agreement.
xvii.

Direct the Settlement Administrator to create and maintain the

Settlement Website consistent with the terms of Section X.C, including that
Class Members shall be permitted to submit Claim Forms, requests for
exclusion, and any other communications to the Settlement Administrator via
the Settlement Website.

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xviii.

Direct that Class Counsel shall file their Motion for an Award of

Attorneys’ Fees, Expenses, and Costs Award and Motion for CaseContribution Awards to the Class Plaintiffs at least fourteen (14) Days prior to
the Objection Date.
xix.

Order the Settlement Administrator to provide the final Opt-Out

List to Class Counsel and GTL’s Counsel no later than seven (7) Days after the
Opt-Out Date and then file with the Court the Opt-Out List with an affidavit
attesting to the completeness and accuracy thereof no later than five (5) Days
thereafter or on such other date as the Parties or Court may direct.
xx.

Preliminarily enjoin all Settlement Class Members from (i) filing,

commencing, prosecuting, intervening in, or participating as plaintiff, claimant,
or class member in any other lawsuit or administrative, regulatory, arbitral, or
other proceeding in any jurisdiction based on the Released Claims; (ii) filing,
commencing, participating in, or prosecuting a lawsuit or administrative,
regulatory, arbitral, or other proceeding as a class action on behalf of any
member of the Settlement Class who has not timely excluded himself or herself
(including by seeking to amend a pending complaint to include class allegations
or seeking class certification in a pending action), based on the Released

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Claims; or (iii) attempting to effect Opt-Outs of a class of individuals in any
lawsuit or administrative, regulatory, arbitral, or other proceeding based on,
relating to, or arising out of the claims and causes of action or the facts and
circumstances giving rise to the Action and/or the Released Claims.
Notwithstanding the foregoing, this provision, and any other provision of the
Settlement Agreement, does not prevent members of the Settlement Class from
participating in any action or investigation initiated by a state or federal agency.
xxi.

Issue such other orders or relief as necessary to effectuate the

preliminary approval of the Settlement and this Settlement Agreement.
X. CLASS NOTICE
A.

After Preliminary Approval, and subject to approval by the Court:
i.

The Settlement Administrator shall prepare the Class Notice List

in consultation with the Parties as follows:
a.

Class Member Data. To permit the Settlement Administrator to

prepare the Class Notice List, GTL shall, no later than fourteen (14)
business days after the Execution Date, supplement the class data
environment GTL previously created in connection with this Action so
that it contains all available transaction-history records, credit card data,

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and monthly breakage reports for individuals affected by GTL’s
Inactivity Policy from April 3, 2011, through and including October 6,
2021. GTL shall provide access to the Settlement Administrator to the
class data environment and reasonably permit all permissions and
resources necessary to discharge the Settlement Administrator’s work.
To permit Class Counsel and Class Plaintiffs to continue to discharge
their obligations to members of the Settlement Class, GTL shall continue
to permit access to the data environment by experts designated by Class
Counsel subject to the terms upon which such access was originally
provided until the Effective Date.
b.

Confirmed

IVR-Established

and

Funded

Accounts.

The

Settlement Administrator shall include in the Class Notice List any
AdvancePay Accountholder reflected in GTL’s transaction history
records who had a positive account balance that was reduced to $0.00
due to account inactivity for 180 days or less on or after April 3, 2011
and for whom the AdvancePay Accountholder’s transaction history
report reflects a “NewAccount” classification of “IVR,” “Backend,” or

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“AdvancePayPortal” and an initial “Deposit” classification of “IVR,”
“ICM,” or “Backend.”
c.

Confirmed Non-IVR Accounts.

The Settlement Administrator

shall exclude in the Class Notice List any AdvancePay Accountholder in
GTL’s transaction history records who had a positive account balance
that was reduced to $0.00 due to account inactivity for 180 days or less
on or after April 3, 2011 and for whom the AdvancePay Accountholder’s
transaction history report reflects had a “NewAccount” or first “Deposit”
designation of “CARES,” “Lockbox,” “Lockbox Processor,” or “Web. ”
or some other indication on which Class Counsel and GTL agree in
writing that the individual’s account was not established and funded by
GTL’s IVR system.
d.

“Non-Confirmed” Accounts. The Settlement Administrator shall

include in the Class Notice List any AdvancePay Accountholder who
had a positive account balance that was reduced to $0.00 due to account
inactivity for 180 days or less on or after April 3, 2011 and for whom
GTL’s available transaction history records are not definitively included
in the Class Notice List as set forth in Section X.A.i.b or definitively

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excluded from the Class Notice List as set forth in Section X.A.i.c
(“Non-Confirmed Account”); provided, however, that in the event that
(i) GTL demonstrates that available credit card data has been compiled
and maintained in a reliable manner and (ii) the analysis of available
credit card data does not slow down the provision of notice on the
schedule set forth in this Agreement, such available credit card data may
be used to exclude any from the Class Notice List any Non-Confirmed
Account if such credit card data reliably demonstrates that the
AdvancePay Accountholder’s first deposit (as reflected in the transaction
history records) was made by a method other than IVR.
e.

Deleted Accounts.

The Settlement Administrator shall also

include in the Class Notice List any AdvancePay Accountholder who
may be identified from GTL’s monthly breakage reports as having a
positive account balance that was reduced to $0.00 due to account
inactivity for 180 days or less on or after April 3, 2011 but for whom
GTL

deleted

or

otherwise

did

not

retain

the

AdvancePay

Accountholder’s transaction-history record (“Deleted Account”). Credit
card data shall not be used to exclude any Deleted Account from the

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Class Notice List. GTL retains the right to present evidence to Class
Counsel and the Claims Administrator on the eligibility of a person
claiming to be a Class Member and subject to this provision.
ii.

No later than twenty-eight (28) days after the entry of the

Preliminary Approval Order, the Mailed Class Notice shall be mailed and the
Emailed Class Notice shall be emailed by the Settlement Administrator, at the
direction of Counsel for the Parties, to all individuals on the Class Notice List
Any questions relating to notice provided to individual members of the Class
shall be directed to the Settlement Administrator, which shall answer questions
raised by Class Counsel or GTL.
iii.

The Emailed Class Notice shall be sent to each email address that

is either (i) reflected in GTL’s records as associated with an account on the
Class Notice List or (ii) that the Settlement Administrator generates utilizing a
reverse look-up procedure for each AdvancePay Account on the Class Notice
List.
iv.

The Mailed Class Notice shall be mailed to the physical address

reflected in GTL’s records for each AdvancePay Account on the Class Notice

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List for which GTL has such information, as updated by the Settlement
Administrator through referencing the NCOA database.
v.

Claim Forms shall be included with the Mailed Class Notice and

Emailed Class Notice.
vi.

The Published Class Notice, or a reasonable description and link

to the Published Class Notice, shall be published under a plan developed by
Settlement Administrator that, when combined with the Mailed Class Notice,
Emailed Class Notice and Prison Legal News publication, is reasonably and
efficiently designed to reach at least 70% of Settlement Class Members and
includes any claims-stimulation efforts as recommended by the Settlement
Administrator. The Published Class Notice, or a reasonable description and link
to the Published Class Notice, shall also be published in the Prison Legal News
on two occasions, the first of which will be no later than twenty-eight (28) days
after the entry of the Preliminary Approval Order, and the second of which will
be at least thirty (30) days before the Claim Deadline.
vii.

The Mailed Class Notice, Emailed Class Notice, Published Class

Notice, and Reminder Class Notice will be submitted to the Court for approval
in connection with the Motion for Preliminary Approval.

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viii.

On or within one week of the 90th day after the Notice Date, the

Settlement Administrator shall send a Reminder Notice in such manner as the
Settlement

Administrator

recommends

to

all

Former

AdvancePay

Accountholders on the Class Notice List who have not yet submitted a Claim
Form. Such Reminder Notice may be sent via email only.
B.

Statutory Settlement Notice (CAFA). The Settlement Administrator

shall send the CAFA Notice required by 28 U.S.C. § 1715 to the appropriate federal
and state officials as identified in 28 U.S.C. § 1715(a) within ten (10) days after the
Motion for Preliminary Approval is filed with the Court.
C.

Settlement Website. The Settlement Administrator shall establish and

maintain a Settlement Website that shall be made publicly available no later than
twenty-one (21) days after entry of the Preliminary Approval Order, which shall be
maintained until the conclusion of the Notice Period.
i.

The Settlement Website shall include copies of this Settlement

Agreement, the Preliminary Approval Order, the Claim Form, and the Class
Notice.
ii.

The Settlement Administrator shall ensure that Settlement Class

Members may utilize the Settlement Website to submit Claim Forms, any other

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claim-related information, and requests for exclusion to the Settlement
Administrator, as well as pose any questions regarding the Settlement or
Settlement Agreement that the Settlement Administrator will respond to in a
period not to exceed three (3) business days.
D.

The Parties agree that the methods of Notice set forth in this Section

constitute the best form of Notice to the Settlement Class that is practicable under the
circumstances and that the Settlement Class Notice Program described herein satisfies
all applicable legal standards, including the Due Process Clause. The Settlement
Administrator shall also provide an opinion that the Settlement Class Notice Program
described herein is reasonably designed to maximize the likelihood of reaching the
largest number of Settlement Class Members.
E.

All Notice and Administrative Costs shall be paid by GTL from the

Settlement Fund. Once the Court enters the Preliminary Approval Order, GTL will
pay the Notice and Administration Costs arising under this Settlement Agreement by
making such payments directly to the Settlement Administrator (or to such other party
incurring such costs) as those costs are incurred and payment becomes due.
F.

Within fourteen (14) days of the close of the Class Notice Period, the

Settlement Administrator shall prepare and provide to Class Counsel and counsel for

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GTL a declaration(s) setting forth the total number of notices that were sent under the
Settlement Class Notice Program to Settlement Class Members; the number of such
notices which were successfully mailed; the number of such notices that were returned
as undeliverable as addressed (hereinafter “UAA”); the number of UAA notices
which were re-sent to Settlement Class Members; and the number of UAA notices
which were re-sent successfully.
G.

The Settlement Administrator shall be designated in each variety of

notice provided to Settlement Class Members as the entity to contact if a Settlement
Class Members chooses to exclude himself/herself from the settlement.
H.

Within fourteen (14) days of Opt-Out Date, the Settlement Administrator

shall prepare and provide to Class Counsel and counsel for GTL a declaration(s)
stating:
i.

The total number of Opt-Outs,

ii.

The name, telephone number, and address, for any Opt-Outs; and

iii.

The total number of Settlement Class Members who the Settlement
Administrator determines to have submitted an untimely or noncompliant Opt-Out Request.

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I.

The Settlement Administrator shall be designated in each variety of

notice provided to Settlement Class Members as the entity to contact (via the
Settlement Website, mail, electronic mail, and/or telephone) if they have any
questions concerning the Notice or the Settlement.
J.

No later than twenty-one (21) days prior to the Fairness Hearing, the

Settlement Administrator shall provide to Class Counsel a declaration(s) reflecting
that the Settlement Class Notice Program has been executed in accordance with the
Settlement Agreement and Preliminary Approval Order, which will be filed with the
Court.
XI.
A. Settlement

Class

CLAIMS PROCESS
Members

who

are

Former

AdvancePay

Accountholders are entitled to recover the Claim Amount if they timely submit a
complete and Valid Claim Form to the Settlement Administrator (either electronically
or in paper form) that sets forth the phone number(s) associated with their account(s)
and their current address. Claim Forms shall be submitted by and signed by the
Settlement Class Member, under penalty of perjury, by mailing the form to the
Settlement Administrator, emailing a scanned copy of the signed Claim Form to the
Settlement Administrator, or by uploading the signed Claim Form to the Settlement

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Website. Claims for recovery in accordance with Sections IV.C.i and XI.A shall be
submitted to the Settlement Administrator, which will validate and administer claims
and benefits.
B.

Claims may be submitted beginning on the Notice Date and for a period

of 120 days thereafter. Claims submitted outside that period will not be valid. Any
Settlement Class Member who files a Claim Form that is not substantially complete
or in compliance with the Claim Form instructions shall be notified of the deficiency
by the Settlement Administrator and shall have twenty-one (21) days to resolve any
defects and submit a corrected, complete Claim Form. Any Settlement Class Member
who fails to resolve such defects to the Settlement Administrator’s satisfaction shall
be deemed not to have submitted a Valid Claim Form. The Settlement Administrator
shall have the authority to make a final determination regarding the validity and
amount of any such claim, which shall be final, binding, and not subject to further
review.
C.

The Settlement Administrator will provide the Parties’ counsel with

monthly reports during the Class Notice Period that set forth the number of claims
filed, the number of claims determined to be valid, the approximate value of the valid
claims, and the number of claims determined to be invalid.

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XII. OBJECTIONS AND OPT-OUT RIGHTS
A.

Procedure for Objections to Settlement. The Parties agree to the

following procedures for Objections to the Settlement:
i.

Any person seeking to object to the fairness, reasonableness, or

adequacy of the proposed Settlement must be a Settlement Class Member. A
person that has opted out of the Settlement Class cannot object to the
Settlement.
ii.

Each Settlement Class Member who wishes to object to any term

of this Settlement Agreement must do so in writing by filing a written objection
with the Clerk of the Court and mailing it to the Parties’ respective counsel at
the addresses set forth in Section XVI.
iii.

Any such objection must be filed with the Clerk of the Court and

received by the Parties’ respective counsel no later than sixty (60) days from
the Notice Date.
iv.

Any such objection must:
a. Identify the Settlement Class Member by name;
b. Identify the Settlement Class Member’s current street address and

current e-mail address (if any);

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c. Identify the phone number(s) associated with the Settlement Class
Member’s Advance Pay Account(s) during the Class Period;
d. Attach copies of any materials that will be submitted by or
on behalf of the objecting Class Member to the Court or presented at
the Fairness Hearing;
e. Be signed by the Settlement Class Member;
f. If the Settlement Class Member is represented by counsel,
provide such counsel’s name, address, telephone number, and e-mail
address; and
g. Clearly state in detail the legal and factual ground(s) for the
objection.
v.

Any objection that fails to satisfy the requirements of this Section,

or that is otherwise not properly or timely submitted, shall be deemed
ineffective and waived, and the Parties will jointly argue that the Settlement
Class Member asserting any such ineffective, waived objection may not have
his or her objection heard or otherwise considered by the Court.
B.

Procedure for Opting Out. The parties agree to the following procedure

for Settlement Class Members who wish to opt out of the Settlement Class:

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i.

A Settlement Class Member who wishes to opt out of the

Settlement Class must do so in writing by mailing a written Opt-Out Request
requesting exclusion from the Settlement to the Settlement Administrator at the
addresses set forth in the Notice.
ii.

Any Opt-Out Request must be postmarked no later than sixty (60)

days from the Notice Date.
iii.

The request must:
a.

Identify the Settlement Class Member by name;

b.

Identify the Settlement Class Member’s current street

address and current e-mail address (if any);
c.

Identify the phone number(s) associated with the Settlement

Class Member’s Advance Pay account(s) during the Class Period;
d.

Be signed by the Settlement Class Member; and

e.

If the Settlement Class Member is represented by counsel,

provide such counsel’s name, address, telephone number, and e-mail
address.
iv.

A member of the Settlement Class may opt-out on an individual

basis only. So-called “mass” or “class” opt-outs, whether filed by third parties

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on behalf of a “mass” or “class” of class members or by multiple class members
where no personal statement has been signed by each and every individual
Settlement Class Member, shall not be considered valid or effective.
v.

Any member of the Settlement Class who opts out but also files a

Claim Form before the Claim Deadline shall be deemed to have rescinded his
or her opt out.
vi.

Any Opt-Out Request that fails to satisfy the requirements of this

Section or that has not been properly or timely sent shall be deemed ineffective.
If such an Opt-Out Request is deemed ineffective, the Settlement Class
Member shall be deemed to have waived any right to opt out from the
Settlement and shall be deemed a Settlement Class Member for all purposes
under this Agreement.
C.

The instructions for objecting to or opting-out of the Settlement shall be

recited in the Notice.
D.

All Settlement Class Members will be bound by the terms of the

Settlement Agreement upon the Effective Date, regardless of whether they file a
Claim Form or receive any monetary relief from the Settlement, unless they timely
opt out consistent with the procedure set forth in Section XII.B.

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E.

Any member of the Settlement Class who properly opts out of the

Settlement Class shall not: (i) be bound by any orders or judgments entered in the
Action or relating to the Settlement; (ii) be entitled to relief under the Settlement
Agreement; (iii) gain any rights by virtue of the Settlement Agreement; or (iv) be
entitled to object to any aspect of the Settlement.
F.

The Settlement Administrator shall provide Class Counsel and GTL’s

Counsel with the updated Opt-Out List as part of the monthly reporting requirements
set forth in Section XI.C and shall provide the Parties with the final Opt-Out List
within seven (7) Days after the Opt-Out Date.
XIII. FINAL APPROVAL AND FINAL JUDGMENT
A.

If the Court grants Preliminary Approval of this Settlement Agreement,

Class Plaintiffs, through Class Counsel, shall, in accordance with the schedule set
forth in the Court’s Preliminary Approval Order, submit to the Court a separate
motion for Final Approval of this Settlement Agreement. The motion for Final
Approval shall seek entry of an order and Final Judgment that:
i.

Finally approves the Settlement as a fair, reasonable, and adequate

settlement for the Settlement Class within the meaning of Federal Rule of Civil
Procedure 23, and directs that the Settlement be implemented, performed, and

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consummated in full pursuant to the terms and conditions set forth in this
Settlement Agreement;
ii.

Finds (1) that the Court has personal jurisdiction over the Class

Plaintiffs, GTL, and all Settlement Class Members and (2) that the Court has
subject-matter jurisdiction to approve the Settlement and Settlement
Agreement;
iii.

Certifies the Settlement Class solely for purposes of this

Settlement;
iv.

Finds that the Settlement Class Notice Program: (i) constituted the

best practicable notice; (ii) constituted notice that was reasonably calculated
under the circumstances to apprise the Settlement Class of the pendency of the
Action, of their rights to object to or exclude themselves from the proposed
Settlement, and of their right to appear at the Fairness Hearing; (iii) constituted
reasonable, due, adequate and sufficient notice to all persons entitled to receive
notice; and (iv) met all requirements applicable law, including the Due Process
Clause;

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v.

Finds that Class Counsel and the Class Plaintiffs adequately

represented the Settlement Class for purposes of entering into and
implementing the Settlement and Settlement Agreement;
vi.

Dismisses the Action with prejudice;

vii.

Orders the Class Plaintiffs and Settlement Class Members to

discharge the Released Parties of and from all further liability to the Class
Plaintiffs and Settlement Class Members with respect to the Released Claims
(but not as to any obligations created or owed pursuant to this Settlement
Agreement);
viii.

Permanently bars and enjoins Class Plaintiffs and Settlement

Class Members from bringing, filing, commencing, prosecuting (or further
prosecuting), or intervening in any other lawsuit, arbitration, or administrative,
regulatory, or other proceeding or cause of action in law or equity that asserts
the Released Claims or from receiving any settlement consideration in any
other lawsuit, arbitration, or administrative, regulatory, or other proceeding or
cause of action in law or equity based on the Released Claims;
ix.

Approves payment of the Attorneys’ Fees, Expenses, and Costs

Award and Case-Contribution Awards, as determined by the Court;

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x.

Approves the Opt-Out List and determines that the Opt-Out List

is a complete list of all Settlement Class Members who have timely requested
exclusion from the Settlement Class and, accordingly, shall neither share in nor
be bound by the Settlement as finally approved;
xi.

Reserves continuing and exclusive jurisdiction over the

Settlement for all purposes except as to the provisions set out in Section IV.D,
as more fully explained in Section XV.B; and
xii.

Determines under Fed. R. Civ. P. 54(b) that there is no just reason

for delay and directs that the judgment of dismissal as to the Released Parties
shall be final and appealable and entered forthwith.
B.

The Parties shall take all reasonable steps necessary to obtain Final

Approval of the Settlement.
C.

If the Final Approval Order becomes Final, all Settlement Class

Members who have not excluded themselves from the Settlement Class shall be bound
by this Settlement Agreement.

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XIV. WITHDRAWAL FROM OR TERMINATION OF SETTLEMENT
A.

Within fourteen (14) days after the occurrence of any of the following

events, and upon written notice to counsel for all Parties, a Party shall have the right
to withdraw from the Settlement and terminate this Settlement Agreement:
i.

If the Court materially alters any of the terms of the Settlement

Agreement (however, as set out in Section VII.A.v and VII.C, a reduction in
the Attorneys’ Fees, Expenses, and Costs Award or the Case-Contribution
Awards shall not be deemed to be a material alteration); or
ii.

If the Final Approval Order is not entered by the Court or is

reversed, modified, or vacated on appeal.
B.

In the event of withdrawal by any Party in accordance with the terms set

forth in this Section, the Settlement Agreement shall be null and void, shall have no
further force and effect with respect to any Party in the Action, and shall not be offered
in evidence or used in any litigation for any purpose, including the existence,
certification, or maintenance of any proposed or existing class or the amenability of
these or similar claims to class treatment. In the event of such withdrawal, this
Settlement Agreement and all negotiations, proceedings, documents prepared, and
statements made in connection herewith shall be without prejudice to GTL, Class

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Plaintiffs, and the Settlement Class Members, and shall not be deemed or construed
to be an admission or confession in any way by any Party of any fact, matter, or
proposition of law and shall not be used in any manner for any purpose, and the Parties
to the Action shall stand in the same position as if this Settlement Agreement had not
been negotiated, made, or filed with the Court.
XV. DISPUTE RESOLUTION
A.

Consent to Jurisdiction. Except as set forth in Section XV.B, the Parties

and any Releasing Parties hereby irrevocably submit to the exclusive jurisdiction of
the Court for any suit, action, proceeding, or dispute arising out of or relating to this
Settlement Agreement, including, but not limited to, relating to the validity,
enforceability, applicability, and enforcement of this Settlement Agreement.
Without limiting the generality of the foregoing, it is hereby agreed that any dispute
concerning the provisions of Section IV, including but not limited to, any suit,
action, or proceeding in which the provisions of Section IV is asserted as a defense
in whole or in part to any claim or cause of action or otherwise raised as an
objection, constitutes a suit, action, or proceeding arising out of or relating to this
Settlement Agreement that shall be brought and maintained exclusively in the Court.
In the event that the provisions of Section IV are asserted by any Released Party as a

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defense in whole or in part to any claim or cause of action or otherwise raised as an
objection in any suit, action or proceeding, the Parties agree that the Released Party
shall be entitled to a stay of that suit, action, or proceeding until the Court has
entered a judgment that has become Final determining any issues relating to the
defense or objection based on such provisions. Solely for purposes of such suit,
action, or proceeding, to the fullest extent possible, the Parties and any Releasing
Parties irrevocably waive and agree not to assert, by way of motion, as a defense or
otherwise, any claim or objection that they are not subject to the in personam
jurisdiction of the Court. Nothing in the foregoing shall be construed as a
submission to jurisdiction for any purpose other than enforcement or interpretation
of this Settlement Agreement.
B.

Arbitration of Certain Disputes. The Parties agree that the Court shall

have the authority and continuing jurisdiction to enforce all portions of the
Settlement Agreement except for the provisions set out in Section IV.D. If Class
Counsel believe that GTL has not substantially complied with any provision of
Section IV.D of this Settlement Agreement, as it relates to class-wide non-monetary
relief, Class Counsel shall first notify GTL of the alleged breach and provide GTL
30 days to meet and confer regarding any alleged non-compliance, and an additional

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15 days to cure any alleged non-compliance. If the Parties cannot resolve the issue
informally, the alleged non-compliance will be decided by arbitration at JAMS in
Fulton County, Georgia pursuant to JAMS Streamlined Arbitration Rules &
Procedures. In the event Joe Loveland is available to arbitrate the dispute, the parties
shall use Joe Loveland as arbitrator, and the Parties waive any conflict of interest
arising out of Joe Loveland’s potential service as arbitrator. In the event Joe
Loveland is not available and R. Wayne Thorpe is available to arbitrate the dispute,
then the parties shall use R. Wayne Thorpe as arbitrator. In the event that neither Joe
Loveland nor R. Wayne Thorpe are available, then the parties shall select the
arbitrator pursuant to JAMS rules. Any arbitration pursuant to this Section XV.B
shall be subject to the requirements of the Federal Arbitration Act. Nothing in this
Settlement Agreement shall permit the arbitrator to void or reform any of GTL’s
contracts. GTL shall bear the expenses of any arbitration brought pursuant to this
Section XV.B. If the Arbitrator determines, in his/her sole discretion that the claims
brought by Class Counsel in any arbitration brought under this Section XV.B are
frivolous, Class Counsel shall bear the expenses of such arbitration. In all events, the
Parties shall each pay their own respective attorneys’ fees in any such arbitration.
Nothing herein shall prevent either party from seeking relief in aid of arbitration in a

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court of competent jurisdiction. Consistent with Section IV.E and for the avoidance
of all doubt, nothing in this provision shall limit GTL from responding to or
contracting with a governmental or other entity in the ordinary course.
XVI. OTHER PROVISIONS
A.

Notices. All notices (other than the Class Notice and CAFA Notice)

under this Settlement Agreement shall be in writing. Each such notice shall be given
by email and either by: (a) hand delivery; (b) registered or certified mail, return
receipt requested, postage pre-paid; or (c) Federal Express or similar overnight
courier.
i.

All notices to the Settlement Class or Class Counsel shall be sent

to:
Michael A. Caplan
James W. Cobb
T. Brandon Waddell
CAPLAN COBB LLP
75 Fourteenth Street, NE, Suite 2750
Atlanta, Georgia 30309
mcaplan@caplancobb.com
jcobb@caplancobb.com
bwaddell@caplancobb.com
and
James Radford
RADFORD & KEEBAUGH, LLC
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315 W. Ponce de Leon Ave.
Suite 1080
Decatur, Georgia 30030
(678) 271-0300
james@decaturlegal.com
ii.

All notices to GTL shall be sent to:
Josh Belinfante
Jeremy U. Littlefield
Evan C. Dunn
ROBBINS ROSS ALLOY BELINFANTE
LITTLEFIELD LLC
500 14th Street, NW
Atlanta, Georgia 30318
josh.belinfante@robbinsfirm.com
jeremy.littlefield@robbinsfirm.com
evan.dunn@robbinsfirm.com

iii.

The notice recipients and addresses designated above may be

changed by written notice in the manner described in this provision.
B.

Authorization to Enter this Agreement.
i.

The undersigned counsel to GTL represents that he is fully

authorized to conduct settlement negotiations on behalf of GTL and further
covenants and represents that he has obtained the consent and authorization of
GTL and is fully authorized to enter into and to execute this Settlement
Agreement on behalf of GTL and on behalf of the Released Parties.

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ii.

Class Counsel represent that they are fully authorized to conduct

settlement negotiations on behalf of the Class Plaintiffs and the Settlement
Class and are fully authorized to enter into and execute the Settlement
Agreement on behalf of the Settlement Class. Class Counsel further represent
that they have obtained the consent and authorization of each of the Class
Plaintiffs to execute this Agreement on their behalf.
C.

Entire Agreement. This Settlement Agreement represents the entire

agreement by and among the Parties and each Party makes no other representation
or warranty upon which the other can rely other than as set forth in this Settlement
Agreement. This Settlement Agreement supersedes any prior discussions,
agreements, or understandings among the Parties, as well as any and all prior drafts
of this Settlement Agreement.
D.

Amendment, Modification, Waiver. This Settlement Agreement may be

amended or modified only by a written instrument signed by the Parties. After the
Final Approval Order of this Settlement Agreement becomes Final, any amendment
to or modification of this Settlement Agreement will require Court approval unless
such changes are consistent with the Final Approval Order and do not materially
alter, reduce, or limit the rights of Settlement Class Members under this Settlement

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Agreement. Amendments and modifications may be made without notice to the
Settlement Class unless notice is required by law or by the Court. The waiver by any
Party of any particular breach of this Settlement Agreement shall not be deemed or
construed as a waiver of any other breach, whether prior, subsequent, or
contemporaneous, of this Settlement Agreement. This Settlement Agreement does
not waive or otherwise limit the Parties’ rights and remedies for any breach of this
Settlement Agreement. Any breach of this Settlement Agreement may result in
irreparable damage to a Party for which such Party will not have an adequate
remedy at law. Accordingly, in addition to any other remedies and damages
available, the Parties acknowledge and agree that, except as provided in Section
XV.B, the Parties may immediately seek enforcement of this Settlement Agreement
by means of specific performance or injunction, without the requirement of posting
a bond or other security.
E.

No Third-Party Beneficiaries. No provision of this Settlement

Agreement shall provide any rights to, or be enforceable by, any person or entity
that is not a Party, Released Party, Class Plaintiff, Settlement Class Member, or
Class Counsel.

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F.

No Rescission on Grounds of Mistake. The Parties acknowledge that

they have made their own investigations of the matters covered by this Settlement
Agreement to the extent they have deemed it necessary to do so. Therefore, the
Parties will not seek to set aside any part of the Settlement Agreement on the
grounds of mistake. Moreover, the Parties understand, agree, and expressly assume
the risk that any fact not recited, contained, or embodied in the Settlement
Agreement may turn out hereinafter to be other than, different from, or contrary to
the facts now known to them or believed by them to be true, and further agree that
the Settlement Agreement shall be effective in all respects notwithstanding any such
difference in facts and shall not be subject to termination, modification, or rescission
by reason of any such difference in facts. Even if such possible differences exist,
GTL and the Class Plaintiffs, on behalf of themselves and the Settlement Class
Members, agree and acknowledge that this Settlement Agreement shall nevertheless
remain fully binding and effective.
G.

Interpretation. For the purpose of construing or interpreting this

Settlement Agreement, the Parties agree that the Settlement Agreement has been
drafted equally by all Parties hereto and shall not be construed strictly for or against
any Party. Any prior drafts may not be used to construe or interpret this Settlement

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Agreement. The terms of this Settlement Agreement are contractual in nature and
not mere recitals.
H.

Binding Effect. The terms of this Settlement Agreement are and shall

be binding upon, and inure to the benefit of, each of the Parties and their
administrators, agents, assigns, attorneys, executors, heirs, partners, representatives,
predecessors-in-interest, and successors, as well as upon all other persons claiming
any interest in the subject matter of this Settlement Agreement by or through any of
the Parties hereto including any Settlement Class Members who do not opt out
following the procedure outlined in Section XII.B. Without limiting the generality
of the foregoing, once the Final Approval Order approving this Settlement
Agreement becomes Final, each and every covenant and agreement herein by the
Class Plaintiffs shall be binding upon all Settlement Class Members and Releasing
Parties who have not validly excluded themselves from the Class.
I.

Choice of Law. All terms of this Settlement Agreement and the other

documents contemplated herein shall be governed by and interpreted according to
the substantive laws of the State of Georgia, without regard to its choice of law or
conflict of laws principles.

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J.

Headings. The headings contained in this Settlement Agreement are for

reference purposes only and shall not affect in any way the meaning or
interpretation of this Settlement Agreement.
K.

Integration of Exhibits. The exhibits to this Settlement Agreement are

hereby incorporated and made a part of the Settlement Agreement.
L.

Sole Remedy. If the Final Approval Order approving of this Settlement

Agreement becomes Final, this Settlement Agreement shall provide the sole and
exclusive remedy for any and all Released Claims against any Released Party, and
the Releasing Parties shall be forever enjoined and barred from initiating, asserting,
maintaining, or prosecuting any and all Released Claims against any Released Party.
M.

Calculating Dates under this Settlement Agreement. If the date for

performance of any act required by or under this Settlement Agreement to be
performed on a particular day or within a specified period of time falls on a
Saturday, Sunday, or legal or Court holiday, such act may be performed upon the
next business day which is not a Saturday, Sunday, or legal or Court holiday, with
the same effect as if the act had been performed on the day or within the period of
time specified by or under this Settlement Agreement.

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N.

No Admission. Whether or not the Final Approval Order approving of

this Settlement Agreement becomes Final or this Settlement Agreement is
terminated, this Agreement and its contents, and any and all statements,
negotiations, documents, and discussions associated with it, are not and shall not be
deemed or construed to be an admission or evidence of any violation of any statute
or law or of any liability or wrongdoing by the Released Parties. Nothing in this
Agreement shall affect the application of Federal Rule of Evidence 408 in any
instance where it would otherwise apply.
O.

Jurisdiction. Except as provided in Section XV.B, the United States

District Court for the Northern District of Georgia has jurisdiction over the Parties
to this Settlement Agreement and the Settlement Class.
P.

Voluntary Settlement. This Settlement Agreement was negotiated in

good faith and at arms’ length by the Parties and their counsel and reflects a
resolution that was reached voluntarily after consultation with competent counsel
and the participation of a neutral mediator.
Q.

Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute a single
agreement. Facsimile or Electronic Mail signatures shall be considered as valid

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signatures as of the date hereof, although the original signature pages shall thereafter
be appended to this Agreement and filed with the Court.

Isl

;/!lb(
.

Michael A. Caplan, Esq.
CAPLAN COBB LLP
75 Fourteenth Street, NE, Suite 2750
Atlanta, Georgia 30309

Plaintiffs' and Class Counsel
On behalf of the Class Plaintiffs, the
Settlement Class, and the Releasing
Parties

-~

sh Belinfante, Esq.
ROBBINSRoss ALLOYBELINPANTE
LITTLEFIELDLLC
500 14th Street, NW
Atlanta , Georgia 30318

Attorneys for Defendant
On behalf of GTL and the Released
Parties

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Exhibit A

Case 1:15-cv-00986-AT Document 326-1 Filed 12/06/21 Page 81 of 81

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
BENSON GITHIEYA, et al.,

CIVIL ACTION NO:
1:15-CV-00986-AT

Plaintiffs,
v.
ATTORNEY GUARANTY
GLOBAL TEL LINK CORP.,
Defendant.

I, the undersigned, acknowledge and agree as follows:
I have read the Class Action Settlement Agreement (“Settlement Agreement”) entered
into between Plaintiffs Benson Githieya, Darlene Byers, the Estate of Nellie Lockett, Michelle
Mendoza, Sarai Morris, Betty Davis, and Adrian Mohamed (collectively “Class Plaintiffs”) and
Defendant Global Tel*Link Corporation (“GTL”) in the above matter and understand its terms. I
acknowledge that, pursuant to Section VII(A)(iv) of the Settlement Agreement, any amount
received by me as attorneys’ fees and/or costs pursuant to the Settlement Agreement is subject to
repayment to GTL in the event that the Settlement Agreement is terminated pursuant to Section
XIV of the Settlement Agreement.
Pursuant to Section VII(A)(iv) of the Settlement Agreement, I will reimburse to GTL any
and all sums received by me as attorneys’ fees and costs pursuant to the Settlement Agreement
no later than fourteen (14) days after the later of: (a) giving or receiving notice that the
Settlement has been terminated or cancelled; or (b) the date any order reducing or reversing the
award of attorneys’ fees, expenses, and/or costs has become Final. By receiving any such sums,
I submit to the jurisdiction of the United States District Court for the Northern District of
Georgia for the enforcement of any and all disputes relating to or arising out of the
reimbursement obligation set forth herein and in the Settlement Agreement.
By:

___________________

Date: __________________