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 silver-backed tokens (“SILV”) 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 SILV (whether through the Website or otherwise), transferring or taking physical delivery of SILVER, you acknowledge that you have read, understand, and agree to be bound by these Terms and agree that any purchaser or other transferee of SILV shall be subject to these Terms.Prior to purchasing SILV 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 email@example.com. 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 SILV (whether though the Website or otherwise), and (c) do not sell or transfer any SILV 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 SILV or potential purchasers of material changes hereto, such changes may be made without prior notice to you. Any holder of SILV 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 SILV or taking physical delivery of the silver 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 SILV 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 February 2021. Only Persons who are not Prohibited Persons and otherwise are approved by the Company are permitted to purchase SILV. Any Person that is not eligible that purchases SILV (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 SILV, taking physical delivery of the silver represented thereby, and/or have restricted or no access to services available through the Website. By purchasing SILV in any way other than through the Website, you also agree to these Terms and that any purchaser or other transferee of SILV 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 SILV between you and the Company or any successor issuer of SILV (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 SILV 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 SILV, you acknowledge and agree that any information in the any whitepaper issued regarding SILV is of a descriptive nature only and is not intended to be legally binding on the Company or its affiliates. The purchase of SILV 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 SILV 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 SILV 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 Silver tokens. By purchasing SILV, 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, SILV in accordance with the following terms: 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 silver 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 SILV in any way or otherwise transacting on or using SILV, 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 SILV. SILV TokensSILV 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 SILV token reflects ownership of an undivided specific interest in one gram of silver held in the Silver Reserves. Silver delivered upon the purchase of one SILV Token will consist of one gram held by the Custodian on behalf of the SILV token holders as Silver Reserves. Delivery to you of the associated specific interest in the Silver Reserves represented by each SILV token shall be completed upon the purchase or transfer to you of such SILV token and your acceptance of such delivery. Upon and following such delivery, you shall be deemed to have instructed the Custodian to hold the silver represented by the SILV token on your behalf in accordance with the terms hereof and the Custodian shall so hold at its premises the Silver on your behalf as, and for so long as you remain, the holder of the SILV token and the underlying silver represented thereby. The undivided interest in one gram on a specific silver bullion bar in the Silver Reserves owned through a SILV token may be reallocated by the Company on behalf of the SILV token holders, from time to time and without notice, to one gram on a different specific bar of silver in the Silver Reserves in order to facilitate transactions in and physical delivery of SILV tokens as well as to address fractionalization of ownership. Each SILV token holder, by holding a SILV token, irrevocably consents to any such reallocation. Any reallocation will be automatic and instantaneous so that each SILV token maintains its undivided specific ownership interest in one gram of silver held in Silver Reserves, at all times. The Company holds physical silver in 1:1 direct proportion to the SILV tokens on issue. The silver held in the Silver Reserves is: at least 99.9% purity; capable of being traded on international bullion markets; insured in the Silver Reserves; andaudited 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 SILV tokens, thereby diluting the value of existing SILV tokens. The storage fee will be in line with industry practice, and such storage fee will be passed on to all SILV 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.
The storage fees are an obligation of all SILV token holders. By purchasing SILV tokens, you agree to assign the obligation to pay any and all storage fees tied to the SILV tokens to subsequent holders of such SILV tokens, and by receiving transfers of SILV tokens, token holders agree to accept the assignment of such obligationSILV has an intrinsic fee, whereby 0.50% of the total amount of SILV will be deducted and paid to the Company when SILV is transferred from a compatible address to another compatible address. Further fees may be incurred pursuant to the Relocation Terms (as defined below),It is not the Company’s responsibility to ensure that SILV is capable of being traded on third party cryptocurrency exchanges and secondary markets. The Company does not have control over SILV which is purchased, sold or traded on such secondary markets and the terms of any such sales. Notwithstanding the foregoing, purchasers of SILV will be deemed to have accepted these Terms upon receipt of any SILV. SILV holders maintain ultimate custody and responsibility to ensure SILV is stored in a secure wallet. Whilst SILV may be kept on an exchange oﬀering the tokens, the most secure method of storing SILV may be in a secured wallet within the user’s custody with an oﬄine backup to the wallet.Overview of SILV Token Sale Conditions:You must be legally permitted to purchase, receive, possess, and make use of SILV in your relevant jurisdictions. You warrant that you are of legal age to purchase SILV in your jurisdiction.The Company reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of the Website for or with any user for any reason (or for no reason) at any time subject to any limitations imposed by applicable Laws. The Company may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Company has the absolute discretion to suspend or terminate the sale of SILV to you immediately or to restrict the use of SILV held by you.Token Price: The price per SILV token shall be the xbullion spot price of 1g of silver as displayed in the Website in $USD at the time the Purchaser’s purchase of SILV is accepted by the Company.Accepted Form of Payment in Token Sale: $USD (for the avoidance of doubt, the Company reserves the right to change the accepted form of payment at any time, at its sole discretion.)Minimum Token Buy: 1 SILV Token How to Participate in the sale of SILVTo purchase SILV you will be required to complete the whitelisting instructions on the Website (including, without limitation, the satisfactory completion of the Company’s anti-money laundering and “know your client” policies and procedures (including a verification as to your source of funds) which can be found at [[https://xbullion.io/xbullion-aml-manual-5nov20/], the “Compliance Procedures”) and to provide sufficient information to the Company such that you are able to demonstrate your eligibility to participate in the sale of SILV in accordance with these Terms, all applicable laws, and other governing regulations and provisions. If purchasing from the Company, you shall transfer payment, in $USD, for the number of SILV you wish to purchase to the Company’s receiving wallet address or nominated bank account, the details of which wallet & bank will be available after completing the KYC process). After the sale of SILVHolders of SILV should have no expectation of ownership or influence over the governance of the Company. If you wish to sell your SILV, you shall ensure that the buyer of any such SILV undertakes to comply with all the provisions of these Terms (including, without limitation, the satisfactory completion of the compliance procedures). No certificate will be issued in relation to SILV and an individual’s holding of SILV tokens is not required to be reflected, recognized, or recorded in any account or ledger maintained by the Company save in connection with the Compliance Procedures.Physical DeliveryUpon you receiving a SILV token, you shall be deemed to have received delivery of the silver represented thereby and to have instructed the Custodian to hold the silver represented by the SILV on your behalf in accordance with the terms hereof at its premises. Verified holders of SILV may, subject to these Terms and the Relocation Terms (as defined below) opt to take physical delivery of the silver represented hereby (‘physical delivery’ being used herein to refer to the relocation of the silver represented by a SILV to a location (other than that of the Custodian) directed by the holder of the SILV).As at the date of these Terms, the minimum amount of silver which may be physically delivered is 1kg of silver (represented by 1,000 SILV) [and may be delivered in whole increments of 1kg thereafter]. SILV tokens are not legal tender or money and are not monetary instruments. Verified holders of SILV may request the physical delivery of the underlying one gram of silver from the Silver Reserves subject to conditions (including minimum delivery size) and fees prescribed by the Company (or its nominee) and in effect at the time of the delivery request (the “Relocation Terms”) and holders will be required to consent to the Relocation Terms prior to any physical delivery being effected. There can be no guarantee that the Relocation Terms will be acceptable to you. In addition to the minimum delivery size and amongst other terms, the Relocation Terms shall set out procedures, risk of loss, fees and limitations in respect of insurance and delivery logistics (the costs which may be borne by the token holder in accordance with the Relocation Terms).Subject to the Relocation Terms, the Company will make commercially reasonable efforts to process a verified SILV holder’s request for physical delivery of the silver promptly. However, it may take several business days for any physical delivery to be completed. The Company reserves the right to delay the physical delivery of the silver if the delay is necessitated by the illiquidity or unavailability or loss of any Silver Reserves backing the SILV tokens or as otherwise required by Laws, the Relocation Terms or demanded or lawfully requested by any Government. Silver bars do not generally contain exactly 1,000 grams of silver. The SILV token holder seeking to take physical delivery of the silver bar will only take physical delivery of the number of SILV tokens that corresponds to the number of grams on the applicable bullion bar and the remaining SILV tokens will be returned to the token holder. In the unlikely event the silver bar to be delivered contains more than 1,000 grams of silver, the SILV holder seeking to take physical delivery of the silver bar will be required to either (a) provide the applicable additional SILV tokens so that the number of SILV tokens held by the SILV holder and to be cancelled following the physical deliver corresponds to the number of grams of silver on the applicable bullion bar, or (b) pay an additional amount of Fiat necessary to cover the cost of the excess silver (based on current market prices for silver in the Swiss silver market)Subject to the Relocation Terms, a SILV token holder can elect to receive physical delivery of their silver bar at a place of their choosing. The Company will send the silver to you upon passing KYC and whitelisting and otherwise subject to the Relocation Terms. To confirm availability of this service and the Relocation Terms, please contact firstname.lastname@example.org. The election to receive physical delivery is subject to a changing fee structure and other conditions set out in the Relocation Terms. Please contact email@example.com for more information and a quote for this service. There is a risk that some or all of the Silver Reserves held by the Custodian could be lost, damaged or stolen or that access to some or all of the Silver Reserves could also be restricted. The loss or damage borne from any of these events would be borne by the holders of SILV representing ownership in the affected bullion bars and not borne by SILV holders with interests in bullion bars that are not lost, damages or stolen. While the Company has contracted with the Custodian, the Company is vaulting the Silver Reserves with the Custodian as representative of the SILV holders pursuant to the terms of an agreement (as may be amended from time to time, the “Custody Agreement”). The Custodian holds the Silver Reserves on behalf of the SILV holders, and each is an intended third-party beneficiary of the Custody Agreement, and is entitled, through the Company acting as its agent, to bring claims against the Custodian, subject to the limitations on claims and liability set forth in the Custody Agreement and these Terms. Any recovery of judgment in favor of the Company acting as agent for holder(s) of SILV shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Company, its agents and counsel, be for the benefit of the holder(s) of SILV in respect of which such judgment has been obtained. [Holders of SILV shall have the right to direct in writing the time, method and place of conducting any proceeding for any remedy available to the holders of SILV pursuant to the Custody Agreement, the Company shall have the right to decline to follow any such direction if the Company, being advised by counsel, determines that the action so directed may not lawfully be taken, or if the Company in good faith shall determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of the holders of SILV not parties to such direction. Nothing in these Terms shall impair the right of the Company to take any action deemed proper by the Company against the Custodian.]Each SILV holder, by purchasing SILV, appoints the Company as its agent on its behalf with regard to (i) entering into the Custody Agreement to arrange for the Custodian to hold the silver represented by the SILV held by the token holder on behalf of such token holder; (ii) the powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the token holder or for the benefit thereof under or pursuant to the Custody Agreement (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to the any SILV holder in the Custody Agreement. The Company hereby accepts such appointment pursuant to the terms set forth herein and therein.In accordance with the Custody Agreement, the Custodian maintains insurance with regard to its business in such amount and on such terms and conditions as it considers appropriate, which is not expected to cover the full amount of Silver Reserves. The Company is not a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage maintained by the Custodian.
purchase SILV or use the Website if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalise, sanction, or expose the Company to liability under these Terms;
purchase SILV or use the Website or any financial services of any U.S. Financial Institution, whether or not an Associate of the Company, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
purchase SILV or use the Website to evade taxes under the Laws of the Cayman Islands, the United States, or any other jurisdiction(s) applicable to you;
purchase or redeem SILV through the Website with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
use the Website to interfere with or subvert the rights or obligations of the Company or the rights or obligations of any other site user or any other Person;
trade using misleading or inaccurate information presented to the Website or to the Company or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
use the Website to engage in conduct that is detrimental to the Company or to any other Website user or any other Person;
take advantage of any technical glitch, malfunction, delay, default or security breach on the Website;
falsify any account, Website registration, exchange, or administration details provided to the Company or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
falsify or materially omit any information or provide misleading or inaccurate information requested by the Company or any of its Associates;
cause injury to, or attempt to harm, the Company any of its Associates or any Person through your access to the Website;
promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
have more than one account and on the Website;
where you are subject to prohibitions or restrictions as set out in these Terms, access the Website or use any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Website from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
utilise the Website for the financial or other benefit of a Prohibited Person; or
violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.
Representations and WarrantiesIn consideration of the Company’s acceptance of your offer to purchase SILV and recognising its reliance thereon, you covenant, agree, represent and warrant to the Company on any date on which you purchase or transfer SILV that:You have read, understand, and are in full compliance with these Terms (including all Exhibits) and the Terms of Service available to you and you understand that, by purchasing, or otherwise receiving, SILV, you are accepting all of the terms and conditions set forth herein;You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing SILV; You have obtained sufficient information about SILV and the Company to make an informed decision to purchase SILV and have otherwise had opportunity to contact the Company at firstname.lastname@example.org with any questions regarding purchasing SILV;You are acquiring SILV solely for your own account and not as nominee or custodian for another person or entity and not as nominee or custodian for another person or entity; provided, however, that if you are an individual purchasing SILV on behalf of any entity, you are authorised to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of You understand that your purchase of SILV does not involve the purchase or receipt of shares, ownership, these Terms by you or any other employee or agent of such entityYou are legally permitted to purchase, receive, possess, and make use of SILV in your jurisdiction; you are of legal age to purchase SILV in your relevant jurisdiction, and you are not aware of any other legal reason to prevent you from receiving SILV; and, further, you are not a Prohibited Person;Your purchase of SILV hereunder was not made using funds stemming from illegal or unethical activities or sources; and you are not purchasing or using SILV for any illegal purpose, and will not use SILV for any illegal purpose;You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of SILV, and you accept that you bear sole responsibility for determining the tax implications, if any, relating to (i) the purchasing, allocation, use or ownership of SILV, (ii) the potential appreciation or depreciation in the value of SILV over time, if any, (iii) the sale and purchase of SILV, and (iv) any other action or transaction related to SILV;You waive any right that you may have, or may obtain in the future, to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of SILV;Neither the Company nor any member of the Company has provided you with any advice regarding whether SILV is a suitable token for you;You understand that the Company is not currently required to register with the Cayman Islands Monetary Authority because SILV is not a share, trust unit or partnership interest and accordingly is not currently considered an equity interest for the purposes of the Mutual Funds Law (2020 Revision) of the Cayman Islands. You understand that the Cayman Islands Monetary Authority has therefore not reviewed these Terms and has not passed any judgment on the merits of the Company or acquiring SILV. The Cayman Islands Monetary Authority will have no oversight of the operations of the Company or SILV. The Virtual Assets (Service Providers) Law 2020 has recently been passed which, when it is in force, will require the Company to be regulated and register with the Cayman Islands Monetary Authority. You understand that any new laws imposed in the Cayman Islands (or amendments to the existing laws of the Cayman Islands could, among other things: (i) prohibit the sale, purchase or transfer of SILV or otherwise make holding them illegal, (ii) require the Company to register itself or SILV with the Cayman Islands Monetary Authority and become subject to its supervision, (iii) require the Company to move to another jurisdiction and/or (iv) adversely affect or destroy the value of SILV, and that such new laws or amendments could be imposed very quickly and without warning;You are not making a regulated investment, as this or any similar term may be interpreted by any regulatory agency in its relevant jurisdiction;You take sole responsibility for any restrictions and risks associated with receiving and holding SILV, including, without limitation, those set out in Exhibit A;To the extent permitted by law, you understand that the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of SILV, the silver market, or the Ethereum network or any other network on which the Company may ultimately build the Company’s network and the SILV;You accept that you are obtaining SILV on an “as is” and “under development” basis and accept that the Company is providing SILV without being able to provide any warranties in relation to SILV, including, but not limited to, title, merchantability or fitness for a particular purpose; You have not and will not supply the Company with inaccurate or misleading information relating to your purchase of SILV including, without limitation, as to your identity and source of funds. You will supply the Company with all accurate information, documentation or copy documentation that the Company may require in order to allow the Company to accept your purchase of SILV and allocate SILV to you, and you will provide the Company with any additional information which may be reasonably required in order that the Company can fulfill its legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering and “know your customer” obligations and/or any change to the information that you have supplied to the Company;You acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Company are deemed to be valid, binding, and conclusive, and that the Company and its Associates may act upon those instructions without any liability or responsibility attaching to it;If you are using the Website or purchasing SILV on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you are duly authorised by such legal entity to act on its behalf;You will not trade or otherwise transact with the Company with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;You are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect these Terms, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;You consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as the Company may reasonably determine;Neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction; (ii) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;You have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws; Neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct that is likely to result in you or your Affiliates becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, or other account in, or engaging in any transaction on the Website from a Prohibited Jurisdiction; or (iv) a Government or Government Official of a Prohibited Jurisdiction;Neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including, but not limited to, any Digital Tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;You will accurately and promptly inform the Company if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.Capacity and Experience
“AML” means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
“Associates” means the Company and each and every one of its shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys;
“Controlling Person” means any Person who owns more than a 25 percent interest in any Person [or affiliate]; “Copyrights” has the meaning set out in paragraph 21 (L) of these Terms;
“Custodian” means the custodian(s) of the Silver Reserves; “CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
“CTF” means counter-terrorist financing;
“Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency (and shall include, for the avoidance of doubt, SILV);
“Digital Tokens Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s digital address, Digital Tokens balance, and cryptographic keys;
“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any applicable Laws, including, but not limited to, those relating to silver or precious metals;
“FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; “FATF” means the Financial Action Task Force;
“Fiat” means the money or currency of any country or jurisdiction that is: (i) designated as legal tender; and, (ii) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
“Silver Reserves” means specific silver bullion bars, or equivalent contracts of that same silver bullion until delivery to the company, with the silver bullion bars meeting the criteria set out in paragraph 2 hereof and held by the Custodian in a custodial vault, identifiable by a unique serial number;
“SILV” means the Digital Tokens available for sale at the Website from time to time and further described in these Terms;“Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
“Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Website or any transaction entered into under these Terms;
“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the location at which the silver is stored;
“Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, but not limited to, attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
“Marks” has the meaning set out in paragraph 21(L) of these Terms;
“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
“Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
“Prohibited Jurisdiction” means any of: (i) Cuba, Democratic People’s Republic of Korea (North Korea), the Government of Venezuela, Iran, Pakistan, Syria or Crimea (a region of Ukraine annexed by the Russian Federation); and (ii) any jurisdiction for which the sale of SILV, or any offer or solicitation in respect of SILV, would require registration or licensing not obtained by the Company, or otherwise would be unlawful or that restricts or licenses the activities of the kind that can be accessed or used through the Website (and where the Company does not comply with such restrictions or has obtained such license);
“Prohibited Person” means any Person who is (i) a Sanctioned Person; (ii) located in a Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) citizen or resident of Canada, the Cayman Islands or Switzerland; (v) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, including, but not limited to, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Panama, Serbia, Trinidad and Tobago, Yemen and Zimbabwe); (vi) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vii) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (viii) Person that the Company determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms or applicable Laws; and (ix) Person that fails to meet any user due diligence standards, requests, or requirements of the Company, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors.
“Prohibited Use” has the meaning set out in paragraph 13 of these Terms;
“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN Lists, including, but not limited to, the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the Cayman Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the Cayman Islands), United States and the United Nations;
“Sanctioned Person” refers to any Person or Digital Tokens Wallet address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws;
“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including, but not limited to, FATCA and CRS;
“Terms” means these terms and conditions of sale and service, as they may be changed, amended, or updated from time to time.
“Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
“United States” or “U.S.” means the several states of the United States and the District of Columbia; “U.S. Account” means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;
“U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
“U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
“U.S. Person” means:a U.S. Citizen or U.S. Resident; a corporation, partnership, or other entity established or organized in or under the Laws of the United States; any estate of a decedent who was a U.S. Citizen or U.S. Resident;any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust; any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; orany pension plan for the employees, officers or principals of a legal entity unless the pension plan is primarily for foreign employees of such entity.Exhibit ACERTAIN RISKS RELATING TO THE PURCHASE, SALE AND USE OF SILV
Important Note: As noted elsewhere in these Terms, SILV is not being structured or sold as a security or any other form of investment product. Accordingly, none of the information presented in this Exhibit A is intended to form the basis for any investment decision, and no specific recommendations are intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damages of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit A, (ii) any error, omission, or inaccuracy in any such information, or (iii) any action resulting from such information.By purchasing, holding, and using SILV, you expressly acknowledges and assumes the following risks:DISCLOSURES REGARDING SILV
SILV is provided on an ‘as is’ basis
SILV is provided on an “as is” basis. The Company Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the SILV, including any warranty that the SILV will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Company Parties and each of their respective directors, officers, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
Lack of development of market of SILV
There are no warranties that SILV will be listed or made available for exchange for any other Digital Token and/or Fiat. It shall be explicitly cautioned that if SILV is made available on an exchange, such exchange, if any, may not be subject to regulatory oversight, and the Company does not give any warranties in relation to any exchange services providers. Because there has been no prior public trading market for SILV, the sale of SILV may not result in an active or liquid market for SILV, and the price of SILV may be volatile. Holders of SILV may not be able to dispose of SILV easily and where no secondary market develops, a SILV token holder may not be able to liquidate at all. Proposed transfers of SILV may be blocked by the Company in circumstances where the proposed transferee has not already completed the Company’s KYC and AML procedures (including, without limitation, verification of identity and source of funds) to its satisfaction. You should be aware of the restrictions on their subsequent sale.
Risks relating to highly speculative prices
The valuation of Digital Tokens in a secondary market is usually not transparent, and highly speculative. SILV does not hold any ownership rights to the Company’s assets and, therefore, is not backed by any tangible asset. The value of SILV in the secondary market, if any, may fluctuate greatly within a short period of time. There is a high risk that you could lose your entire contribution amount. In the worst-case scenario, SILV could be rendered worthless. SILV constitutes an agreement from the Company that it will re-purchase SILV for their value in silver bullion.
Unlike bank accounts or accounts at financial institutions, SILV is uninsured unless you specifically obtain private insurance to insure it. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Company to offer recourse to you.
Risk of unfavourable regulatory action in one or more jurisdictions
The regulatory status of Digital Tokens and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Ethereum network, or restricting the right to acquire, own, hold, sell, convert, trade, or use SILV. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which the SILV is dependent. There can be no assurance that governmental authorities will not examine the operations of Company Parties and/or pursue enforcement actions against Company Parties. All of this may subject Company Parties to judgments, settlements, fines or penalties, or cause Company Parties to restructure their operations and activities or to cease offering certain products or services, all of which could harm Company Parties’ reputations or lead to higher operational costs, which may, in turn, have a material adverse effect on the SILV.
Purchaser bears responsibility of legal categorisation
There is a risk that SILV might be considered a security in certain jurisdictions, or that it might be considered to be a security in the future. The Company does not provide any warranty or guarantee as to whether SILV will be a security in your jurisdiction. You will bear all consequences of SILV being considered a security in your jurisdiction. You are responsible for satisfying yourself that the acquisition and/or disposal of SILV is legal in your jurisdiction, and you undertake not to use SILV in any jurisdiction where doing so would be unlawful. If you establish that the purchase or use of SILV is not legal in your jurisdiction (or would only be legal if the Company had taken additional steps such as registration or licensing), you should not acquire SILV and immediately stop using or possessing SILV.
Acquiring SILV in exchange for Digital Tokens will most likely continue to be scrutinised by various regulatory bodies around the world, which may impact the usage of SILV. The legal ability of the Company to provide or support SILV in some jurisdictions may be eliminated by future regulation or legal actions. In the event that the Company determines that the purchase or usage of SILV is illegal in a certain jurisdiction, the Company may cease operations in that jurisdiction, or adjust SILV in a way to comply with applicable Law.
You bear responsibility for complying with transfer restrictions in respect of SILV.
SILV may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy SILV.
GENERAL SECURITY RISKS
Risk of theft and hacking
Token generation events and initial coin offerings are often targeted by hackers and bad actors. Hackers may attempt to interfere with your digital wallet, the Company’s smart contract or the availability of SILV in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in the theft of your SILV.
SILV purchased by you may be held by you in a Digital Tokens Wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with your Digital Tokens Wallet or vault storing the SILV will result in loss of such SILV. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service used by you may be able to misappropriate your SILV. The Company is not responsible for and shall be held harmless in respect of any such losses.
Risk of incompatible wallet service
The wallet or wallet service provider used for the acquisition and storage of SILV has to be technically compatible with SILV. The failure to assure this may result in you not being able to gain access to your SILV.
Risk of weaknesses or exploitable breakthroughs in the field of cryptography
Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Tokens, which could result in the theft or loss of SILV.
Internet transmission risks
There are risks associated with using SILV including, but not limited to, the failure of hardware, software, and internet connections. The Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using SILV, howsoever caused. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Digital Token transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time when the transaction is initiated.
Legal structure of SILV Issuer
The Company is an exempted company incorporated in the Cayman Islands pursuant to the Companies Law (Revised) of the Cayman Islands. An exempted company is a body corporate which has separate legal personality capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession. The constitution of an exempted company is contained in two documents, the memorandum of association and the articles of association (the “Articles”). The Articles typically provide that there must be at least one director of a Cayman company. Generally, the Articles will specify that the management of a Cayman company is the responsibility of, and is carried out by, its board of directors. If the Articles permit it, a Cayman company may indemnify officers and directors of the company from all liabilities and expenses incurred by search persons in the performance of their duties.
The memorandum of association of a Cayman Islands company must specify the authorised share capital of such company. The memorandum of association will state the aggregate amount of the authorised share capital, together with details of the number of shares into which it is divided and the par value of those shares. As a Token holder, you are not a party to the memorandum of association or the Articles and are not entitled to any right or interest in or to shares of the Company and have no rights to appoint or remove the board of directors of the Company.
Because SILV confer no governance rights of any kind with respect to the Company, all decisions involving the Company’s products or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the value and/or utility of any SILV you own.
Dependence on management team
The ability of the project team which is responsible for maintaining competitive position of the Company is dependent to a large degree on the services of a senior management team. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Company and the value of the SILV. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect the Company’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the value of SILV.
Disclosures relating to conflicts of interest
Any of the Company Parties may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.
Unanticipated RisksDigital Tokens such as SILV are a new and largely untested technology. In addition to the risks included in this Exhibit A of these Terms, there are other risks associated with your purchase, possession, and use of SILV, including unanticipated risks. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this Exhibit A of these Terms.CAUTION REGARDING FORWARD-LOOKING STATEMENTSCertain information presented within the Company’s publications and digital marketing and media may contain forward-looking statements or information (collectively “forward-looking statements”) that relate to the Company’s current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “believe”, “potential”, “continue”, “is/are likely to” or the negative of these Terms, or other similar expressions intended to identify forward-looking statements.The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, financial needs, or the results of the sale of the Tokens or the value or price stability of SILV.Any forward-looking statements made by the Company are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. The risks and uncertainties include, without limitation, those noted in these Terms and this Exhibit A. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent that we are required to do so by law. Given such risks, any prospective Purchaser in this sale of SILV should not place undue reliance on these forward-looking statements.FURTHER DISCLAIMERSAll information presented within the Company’s publications and digital marketing and media including but not limited to websites, brochures, white papers and presentations are intended for illustrative purposes only and are not guaranteed by the Company or its affiliates and subsidiaries and are expressly disclaimed from inclusion in these Terms. The information contained herein is not a substitute for a thorough due diligence investigation by Purchaser. The Company has not made any investigation, and makes no warranty or representation, with respect to the Company’s compliance with the regulations of any jurisdiction. The Company makes no warranty or representation whatsoever regarding the accuracy or completeness of the information provided herein. You must take appropriate measures to verify all of the information set forth herein.Exhibit B
ADDITIONAL COMPLIANCE TERMS
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 SILV 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 SILV 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 SILV in full or in part; andto hold back from any reversion proceeds in respect of SILV 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.