IMPORTANT: These Terms of Token Sale (as may be amended, modified, changed or updated from time to time, the “Terms”) govern the use of the xbullion.io website (including any sub-domains and any services accessible thereon, the “Website”) and the sale of gold-backed tokens (“GOLD”) by xbullion Holdings a Cayman Islands exempted limited company (the “Company”) by purchasers thereof (“you” or “purchaser”).By accessing the Website, you acknowledge that you have read, understand, and agree to be bound by these Terms so far as they relate to the use of the Website. By purchasing GOLD (whether the Website or otherwise), transferring or taking physical delivery of GOLD, you acknowledge that you have read, understand, and agree to be bound by these Terms and agree that any purchaser or other transferee of GOLD shall be subject to these Terms.Prior to purchasing GOLD or accessing the Website you should carefully consider these terms and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable. If you have any questions regarding these Terms, please contact the Company at firstname.lastname@example.org.If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not use the Website or any services, information, links or content contained on the Website (b) do not purchase GOLD (whether though the Website or otherwise), and (c) do not sell or transfer any GOLD you already hold (unless such sale is carried out in accordance with these Terms, as so amended, modified, changed or updated).These Terms may be amended, changed, or updated by the Company at any time and whilst reasonable efforts will be made to alert holders of GOLD or potential purchasers of material changes hereto, such changes may be made without prior notice to you. Any holder of GOLD will be deemed to have accepted these Terms (as may be amended, changed or updated by the Company) by (and such amended terms will be effective immediately upon): (i) purchasing or transferring GOLD or taking physical delivery of the gold represented thereby following the date hereof or such amendment (whether from the Company or from or to a holder thereof through the Website or otherwise); or (ii) otherwise by express consent of both such holder of GOLD and the Company.Notwithstanding the foregoing, the terms set out in paragraph 21 hereof and each other term hereof to the extent that it relates to the use of the Website (the “Website Terms”) may be modified, changed, supplemented or updated by the Company in its sole discretion at any time without advance notice and your continued use of the Website will confirm your acceptance of those Website Terms as modified, changed, supplemented or updated.These Terms are first effective 1 May 2021. Only Persons who are not Prohibited Persons and otherwise are approved by the Company are permitted to purchase GOLD. Any Person that is not eligible that purchases GOLD (whether from the Company or from a holder thereof through the Website or otherwise) will be in breach of these Terms and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined in Schedule 1), be restricted from purchasing or transferring GOLD, taking physical delivery of the gold represented thereby, and/or have restricted or no access to services available through the Website. By purchasing GOLD in any way other than through the Website, you also agree to these Terms and that any purchaser or other transferee of GOLD from you shall be subject to these Terms. These Terms, together with the incorporated materials, constitute the entire agreement and understanding with respect to your access of the Website and any purchase and holdings of GOLD between you and the Company or any successor issuer of GOLD (together with any successors or assigns) (each of you and the Company being a “Party” and collectively, the “Parties”).The Terms of Service (as defined below) are incorporated into these Terms by reference. Please note that all transactions involving GOLD may be subject to fees levied by the Company or affiliated entities from time to time or as otherwise agreed between you and the Company or such affiliates. In the event of any inconsistency between these Terms and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Website (including any whitepaper), these Terms shall prevail. By purchasing GOLD, you acknowledge and agree that any information in the any whitepaper issued regarding GOLD is of a descriptive nature only and is not intended to be legally binding on the Company or its affiliates.The purchase of GOLD carries a high level of risk and is not appropriate for persons who do not possess the appropriate level of knowledge and experience to deal in them. The Company is under no obligation to assess the suitability of GOLD for purchasers or users of the Website and any comment or statement which may be made by the Company or any of its affiliates, agents or representatives in relation to GOLD should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.The access or use of the Website is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.These Terms contain a binding arbitration clause and class action waiver, which, if applicable to you, affect your legal rights. If you do not agree to these Terms, do not purchase Gold tokens. By purchasing GOLD, you agree to the limitations of liability set out in paragraph 18 (Limitation of Liability) hereof. Purchaser agrees to buy, and the Company agrees to sell, GOLD in accordance with the following terms:1. InterpretationDefinitions: In these Terms and all documents incorporated herein by reference, capitalised words shall have the meanings set out in the definitions in Schedule 1 unless otherwise indicated:Headings: The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.Extended Meanings: Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders.Governing Law: These Terms shall be governed by and construed and enforced in accordance with the Laws of the Cayman Islands, and shall be interpreted in all respects as a Cayman Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Website or these Terms likewise shall be governed by the Laws of the Cayman Islands, exclusive of choice-of-law principles. For clarity, the acquisition and loss of rights in rem to the physical gold shall also be governed by the Laws of the Cayman Islands.U.S. Financial Institutions: Persons, regardless of whether or not they are U.S. Persons with accounts that are U.S. Accounts, may be prohibited at the discretion of the Company from directly or indirectly holding or owning GOLD in any way or otherwise transacting on or using GOLD, or the Website, if the Company believes or suspects that they are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the purchase of GOLD.2. GOLD TokensGOLD is issued on the Ethereum blockchain and complies with the ERC-20 token standard for increased interoperability with all wallets, and amongst other blockchain applications.Each GOLD token reflects ownership of an undivided specific interest in one gram of gold held in the Gold Reserves. Gold delivered upon the purchase of one GOLD Token will consist of one gram held by the Custodian on behalf of the GOLD token holders as Gold Reserves. Delivery to you of the associated specific interest in the Gold Reserves represented by each GOLD token shall be completed upon the purchase or transfer to you of such GOLD token and your acceptance of such delivery. Upon and following such delivery, you shall be deemed to have instructed the Custodian to hold the gold represented by the GOLD token on your behalf in accordance with the terms hereof and the Custodian shall so hold at its premises the Gold on your behalf as, and for so long as you remain, the holder of the GOLD token and the underlying gold represented thereby. The undivided interest in one gram on a specific bullion bar in the Gold Reserves owned through a GOLD token may be reallocated by the Company on behalf of the GOLD token holders, from time to time and without notice, to one gram on a different specific bar of gold in the Gold Reserves in order to facilitate transactions in and physical delivery of GOLD tokens as well as to address fractionalization of ownership. Each GOLD token holder, by holding a GOLD token, irrevocably consents to any such reallocation. Any reallocation will be automatic and instantaneous so that each GOLD token maintains its undivided specific ownership interest in one gram of gold held in Gold Reserves, at all times.The Company holds physical gold in 1:1 direct proportion to the GOLD tokens on issue. The gold held in the Gold Reserves is:- at least 99.99% purity;- capable of being traded on international bullion markets;- insured in the Gold Reserves; and- audited quarterly by the Company’s auditing partners. The Company will endeavor to make audit reports available within a fortnight of them being received by the Company.The Company may charge storage fees to all token holders starting no sooner than September 1, 2020 by issuing to the Company new GOLD tokens, thereby diluting the value of existing GOLD tokens. The storage fee will be in line with industry practice, and such storage fee will be passed on to all GOLD token holders on a pro rata basis. The full methodology and exact timing of the storage fee will be disseminated at least thirty (30) days prior to the implementation of such storage fees.
Exhibit B ADDITIONAL COMPLIANCE TERMS Anti-Money Laundering The Company (and/or its delegate) may request such evidence as is necessary to verify the identity and source of your funds and to confirm the anti-money laundering status of any transferring GOLD holder. If, as a result of any information or other matter which comes to their attention, resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business, or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. The Company prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time; (iii) for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political, unless the Company, after being specifically notified in writing that you are such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank. Tax Information Exchange Obligations You acknowledge that the Company may be subject to certain obligations (the “Tax Information Exchange Obligations”) to gather and disclose to the competent authorities information relating to purchasers of GOLD under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations, or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting, and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islands government body) and the U.S. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement, or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing. You hereby agree to execute properly and provide to the Company in a timely manner any documentation or other information that the Company or its agents may request in writing from time to time in connection with the Tax Information Obligations. You waives any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit the Company’s compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) you from providing any requested information or documentation, or (ii) the disclosure by the Company and its agents of the provided information or documentation to applicable regulatory authorities. Without limitation, you hereby agree to provide any documentation or other information regarding beneficial ownership requested by the Company or its agents in connection with the Tax Information Exchange Obligations. If you provide information and/or documentation that is in anyway misleading, or you fail to provide the Company or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by the Company, or a risk of the Company or its token holders being subject to withholding tax or other penalties), the Company reserves the right: - to take any action and/or pursue all remedies at the Company’s disposal including, without limitation, compulsory reversion of your acquisition of GOLD in full or in part; and- to hold back from any reversion proceeds in respect of GOLD so reverted, any liabilities, costs, expenses, or taxes arising (directly or indirectly) from such action or inaction. Further, you shall have no claim against the Company, or any of the Company’s agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with the Tax Information Exchange Obligations.