Terms and Conditions
EVG TOKEN TERMS OF SALE AND SERVICE
IMPORTANT: These EVG Token Terms of Sale and Service govern the EVG Tokens, EVG Token Wallets and the Site Services (each as defined below). By purchasing EVG Tokens (whether through the Site or otherwise), transferring
EVG Tokens, obtaining EVG Token Wallet or accessing or using any of the Site Services (each as defined below), you acknowledge that you have read, understand, and completely agree to be bound by these Terms and agree that any purchaser or other transferee of the EVG Tokens shall be subject to these Terms. If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase EVG Tokens (whether though the Site or otherwise), (b) sell or transfer any EVG Tokens you already hold, and (c) do not access or use a
EVG Token Wallet or any of the Site Services. These Terms may be amended, changed, or updated by Evergold at any time and without prior notice to you. These Terms are first effective April 3rd, 2020.
Only eligible persons are permitted to access or use the Site Services. Any Person that is not eligible that utilizes the Site Services or that accesses the Site will be in breach of these Terms and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined below).
These Terms apply to users of evergold.io (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms carefully to determine which provisions apply to you. These Terms will continue to apply to you in respect of all services on the Site. By purchasing a EVG Token through the Site, transferring EVG Tokens into a EVG Token Wallet,or seeking to redeem any of the EVG Tokens through the Site (collectively or individually, the “Site Services”), the user (referred to herein as “you” or “your”) agrees to these Terms and that any purchaser or other transferee of the EVG Tokens of the user shall be subject to these Terms. By purchasing a EVG Token in any way other than through the Site, the purchaser (also referred to herein as “you” or “your”) also agrees to these Terms and that any purchaser or other transferee of the EVG Tokens of the user shall be subject to these Terms.
These Terms, together with the incorporated materials, constitute the entire agreement and understanding with respect to: (a) your holdings of EVG Tokens, (b) the access or use of any or all of the Site Services, and (c) any access or use of the Site, between you and Evergold or any successor issuer of the EVG Tokens (together with any successors or assigns, “Evergold”) (each of you and Evergold being a “Party” and collectively, the “Parties”).
The EVG Tokens and Site Services are complex and carry a high level of risk and are not appropriate for persons who do not possess the appropriate level of knowledge and experience to deal in them. Evergold is under no obligation to assess the suitability of the EVG Tokens or Site Services for users and any comment or statement which may be made by Evergold or any of its Associates as to the suitability of the Site Services to you 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 Site and any of the Site Services 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.
i. Definitions: In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
- “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
- “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 Evergold 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 10.2 of these Terms;
- “Custodian” means the custodian(s) of the Gold 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 such as bitcoins, and EVG Tokens;
- “Digital Tokens Address” means an alphanumeric identifier that represents a potential destination for a Digital Tokens transfer, which typically is associated with a user’s Digital Tokens Wallet;
- “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 Tokens 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 gold 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;
- “FIA” means the Financial Investigation Authority of the British Virgin Islands;
- “Fiat” means the money or currency of any country or jurisdiction that is:
- designated as legal tender; and,
- 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;
- “Gold Reserves” means specific gold bullion bars meeting the quality assurance requirements set by the LBMA and held by the Custodian in a custodial vault, identifiable by a unique serial number, weight and purity for which Evergold is the nominee holder of the EVG Token holders;
- “EVG Token Wallet” means a software application (or other mechanism) that provides a means for depositing EVG Tokens for redemption and is the initial location address to which
EVG Tokens are issued;
- “EVG Tokens” means the Digital Tokens available for sale at the Site 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 Site Services 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 Site;
- “LBMA” means the London Bullion Market Association;
- “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 10.1 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: 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);
- “Prohibited Person” means any U.S. Person; citizen or resident of, Government or Government Official of, or Person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and any Sanctioned Person;
- “Prohibited Use” has the meaning set out in paragraph 8 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 published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), United States and the United Nations;
- “Sanctioned Person” refers to any Person or Digital Tokens 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, including, but not limited to, the following policies and pages: the EVG Token Risk Disclosure Statement; the Anti-Spam Policy; the Law Enforcement Requests Policy; and the EVG Token Fee Schedule;
- “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; or
- any pension plan for the employees, officers or principals of a legal entity described in paragraph 188.8.131.52, unless the pension plan is primarily for foreign employees of such entity.
45. “you” or “your” means the user.
- 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 Singapore, and shall be interpreted in all respects as a British legal contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Site or these Terms likewise shall be governed by the Laws of Republic of Singapore, exclusive of choice-of-law principles.
2. Right to Use the Site: If you (a) have a EVG Token Wallet, (b) are not a Prohibited Person, (c) do not operate your EVG Token Wallet for the benefit of a Prohibited Person, and (d) comply with these Terms, Evergold grants you the limited right to use the Site Services. The right to use the Site Services is a personal, restricted, non-exclusive, non- transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. Evergold may suspend or terminate the provision of Site Services to you /or freeze or terminate your EVG Token Wallet, as required by applicable Laws or where Evergold determines that you have violated, breached, or acted inconsistent with any of these Terms.
2.1. Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a EVG Token Wallet or EVG Tokens in any way or otherwise transacting on or using any EVG Tokens, the Site Services or the Site. 2.2. No EVG Token Wallet may be operated for and no order or transaction in EVG Tokens or in a EVG Token Wallet may be for the financial or other benefit of a Prohibited Person.
2.3. With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.1 and 2.2 are governed by the terms of paragraph 184.108.40.206 and will be applied at the entity level.
2.4. Persons who are not U.S. Persons with accounts that are not U.S. Accounts may be prohibited in the discretion of Evergold from directly or indirectly holding, owning or operating a EVG Token Wallet or EVG Tokens in any way or otherwise transacting on or using any EVG Tokens, the Site Services or the Site, if Evergold 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 provision of the Site Services.
3. EVG Tokens:
3.1. Evergold may make EVG Tokens available for purchase from time to time at prices quoted from time to time by Evergold based upon the market price of gold, including market brokerage fee or dealer mark-up, available to Evergold. Purchases may be subject to minimum purchase and other requirements and to settlement conditions imposed by Evergold, whether or not set forth on the Site at the time of purchase. In addition, all sales are subject to these Terms. Evergold will issue EVG Tokens for consideration consisting of Stablecoin (for example, USDT). Fiat currencies, excluding US Dollar may be accepted for purchase of EVG Tokens through the Site; transfers to or from a Evergold Wallet require prior consent from Evergold. In order to facilitate transactions, Evergold or any of its Affiliates may purchase and resell EVG Tokens for its own account. Any EVG Tokens owned by Evergold or any of its Affiliates and resold through the Site will be sold at the then current market rates.
3.2. Evergold issues, sells, and redeems EVG Tokens in reliance on custodial services provided by one or more Custodians and services provided by other representatives of Evergold. EVG Tokens may be used, kept, or exchanged online wherever parties are willing to accept EVG Tokens, or redeemed for associated specific interests in Gold Reserves, all subject to the limitations in these Terms. Evergold makes no representations or warranties that it will continue to sell new EVG Tokens on comparable terms or on any terms in the future. EVG Tokens are issued by Evergold exclusively on Ethereum blockchain in its sole discretion.
3.3. Each EVG Token reflects ownership of an undivided specific interest in one fine gold gram of gold in the Gold Reserves. Gold delivered upon the purchase of one EVG Token will consist of one fine gold gram held by the Custodian on behalf of the EVG Token holders as Gold Reserves. Delivery to you of the associated specific interest in the Gold Reserves represented by each EVG Token shall be completed upon the purchase or transfer to you of such EVG Token and your acceptance of such delivery. Upon and following such delivery, the Custodian shall hold at its premises the Gold on your behalf as, and for so long as you remain the, holder of the EVG Token and the underlying Gold represented thereby. The undivided interest in a fine gold gram on a specific bullion bar in the Gold Reserves owned through a EVG Token may be reallocated by Evergold on behalf of the EVG Token holders, from time to time and without notice, to a fine gold gram on a different specific bar of gold in the Gold Reserves in order to facilitate transactions in and redemptions of EVG Tokens as well as to address fractionalization of ownership. Each EVG Token holder, by holding a EVG Token, irrevocably consents to any such reallocation. Any reallocation will be automatic and instantaneous so that each EVG Token maintains its undivided specific ownership interest in one fine gold gram in Gold Reserves, at all times.
3.4. There is a risk that some or all of the Gold Reserves held by the Custodian could be lost, damaged or stolen or that access to some or all of the Gold Reserves could also be restricted. The loss or damage borne from any of these events would be borne by the holders of the EVG Tokens representing ownership in the affected bullion bars and not borne by EVG Token holders with interests in bullion bars that are not lost, damages or stolen.
3.5. Holders of EVG Tokens will be able to view information regarding undivided specific interests in Gold Reserves at the Site, subject to the Site’s availability and the provision of required information.
3.6. In order to purchase EVG Tokens from Evergold and to have them redeemed through orders submitted through the Site, you must be a verified customer of Evergold. No exceptions will be made to this provision. The right to have EVG Tokens redeemed or issued is a contractual right personal to you. We may also refuse to issue or sell EVG Tokens to, or redeem EVG Tokens from, a verified customer in the event of any circumstances in violation of these Terms, including, but not limited to, circumstances in which Evergold believes that the purchase or redemption of EVG Tokens would be contrary to Law or would otherwise expose Evergold to legal liability.
3.7. While Evergold has contracted with the Custodian, Evergold is vaulting the Gold Reserves with the Custodian as representative of the EVG Token holders. The Custodian holds the Gold Reserves on behalf of the EVG Token holders, and each is an intended third-party beneficiary of that contract, and is entitled to bring claims against the Custodian, subject to the limitations on claims and liability set forth in the agreement with the Custodian. Contractual claims will not be asserted against the Custodian by Evergold on behalf of the EVG Token holders. Accordingly, EVG Token holders would be required to expend their own resources in order to pursue claims against the Custodian or any other person or entity. 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 Gold Reserves. Evergold 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.
4. Purchase and Redemption of EVG Tokens:
4.1. Verified customers of Evergold may purchase EVG Tokens from Evergold subject to conditions (e.g., minimum purchase amounts) and fees in accordance with the EVG Token Fee Schedule in effect at the time of purchase. Verified customers of Evergold who own EVG Tokens may redeem such tokens for the physical delivery of the underlying fine troy ounces of gold from the Gold Reserves subject to conditions (e.g., minimum redemption size) and fees in accordance with the EVG Token Fee Schedulein effect at the time of redemption.
4.2. Evergold will make commercially reasonable efforts to process a verified customer request to redeem EVG Tokens promptly. However, it may take several business days for any redemption to be completed. Evergold reserves the right to delay the redemption or purchase of EVG Tokens if the delay is necessitated by the illiquidity or unavailability or loss of any Gold Reserves backing the EVG Tokens or as otherwise required by Laws or demanded or lawfully requested by any Government.
4.3. EVG Token holders can receive 1kg gold bar for each 1000 EVG Tokens redeemed, subject to adjustment for actual size and purity of the bullion bar to be delivered. Gold bars do not generally contain exactly 1000 grams of gold. If the gold bar to be delivered in connection with a redemption contains fewer than 1000 fine gold grams, the token holder seeking to redeem their EVG Tokens for physical delivery of the bullion bar will redeem only the number of EVG Tokens that corresponds to the number of fine grams of gold on the applicable bullion bar and the remaining EVG Tokens will be returned to the Evergold Wallet. In the unlikely event the gold bar to be delivered in connection with a redemption contains more than 1000 fine gold grams, the token holder seeking to redeem their EVG Tokens for the gold bar will be required to either (a) provide the applicable additional EVG Tokens so that the number of EVG Tokens being redeemed corresponds to the number of fine grams of gold on the applicable bullion bar, or (b) pay an additional amount in Fiat or Stablecoins necessary to cover the cost of the excess gold (based on current market prices for gold in the Asian gold market).
4.4. A EVG Token holder who has effectuated redemption can elect to receive physical delivery of their gold bar in Singapore (subject to the payment of fees in accordance with the EVG Token Fee Schedule in effect at the time of redemption). Rather than take physical delivery of their bullion bar, a token holder can request that Evergold facilitate the sale of their bullion bar in the Asian gold market. If the token holder makes this election, Evergold or its representative will attempt to sell the token holder’s gold bar to a regulated Singaporean gold dealer or broker with whom it has a relationship. If the bullion bar is successfully sold via broker dealer, the holder will receive the proceeds from that sale, less applicable fees set out in the EVG Token Fee Schedule in effect at the time of redemption, via a transfer of Fiat or Stablecoins. Any sale transaction is subject to the rates and transaction counterparties available at the time of election. Evergold and its Affiliates have no obligation to repurchase any EVG Tokens or any bullion bars. 5. Risks and Limitation of Liability:
Important: This paragraph is in addition to the EVG Token Risk Disclosure Statement. Trading in the EVG Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes, and Evergold and its Associates do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all activity on the Site and for your EVG Token Wallet on the Site; and, for knowing the correct status of your EVG Tokens on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: to be fully responsible and liable for your actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Site Services; and to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Site Services, including, but not limited to, EVG Token Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details.
There is no guarantee against Losses from EVG Tokens or the use of EVG Tokens or the EVG Token Wallet.
6. Transactions in EVG Tokens: In the course of processing transactions in EVG Tokens at the Site, Evergold may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Evergold to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Evergold from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending EVG Tokens, off of the Site.
EVG Token transactions are not reversible. Once you send EVG Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those
EVG Tokens indefinitely or permanently. You acknowledge that Evergold may delay or suspend redemption under various circumstances, including but not limited to, in the event that Evergold determines that you have engaged in a Prohibited Use; when Evergold is directed to do so by any Government; if your EVG Token Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when Evergold believes that someone is attempting to gain unauthorized access to your EVG Token Wallet or other account or wallet. EVG Tokens are not legal tender and are not backed by any Government. EVG Tokens are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
7. Resolution of Disputes:
7.1. Any dispute, claim, controversy or action arising out of or related to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your EVG Token Wallet, the operations and services of the Site, or (c) your access to or use of the Site Services at any time, shall be subject to the exclusive jurisdiction of
the courts of the Republic of Singapore. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Evergold.
7.2. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the Republic of Singapore, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
7.3. You and Evergold agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one EVG Token user cannot and may not affect any other EVG Token users.
7.4. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
8. Prohibited Uses: You may not:
8.1. use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Tokens, Fiat, funds, property, or proceeds; 8.2. use the Site or any Site Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti- Corruption Laws, and Economic Sanctions Laws, prohibit, penalize, sanction, or expose Evergold to liability for any Site Services furnished or offered to you or your EVG Token Wallet under these Terms;
8.3. use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of Evergold, 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;
8.4. use the Site or any Site Services to evade taxes under the Laws of the Republic of Singapore, the United States, or any other jurisdiction(s) applicable to you or the Site;
8.5. purchase or redeem EVG Tokens, or otherwise transact on the Site, or use any Site Services, with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
8.6. use the Site or any Site Services to interfere with or subvert the rights or obligations of Evergold or the rights or obligations of any other Site user or any other Person;
8.7. trade using misleading or inaccurate information presented to the Site or to Evergold or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
8.8. use the Site or any Site Services to engage in conduct that is detrimental to Evergold or to any other Site user or any other Person;
8.9. take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;
8.10 falsify any account, Site registration, exchange, or administration details provided to Evergold or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
8.11. falsify or materially omit any information or provide misleading or inaccurate information requested by Evergold or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Site Services to you;
8.12. cause injury to, or attempt to harm, Evergold, any of its Associates or any Person through your access to the Site or any Site Services;
8.13. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
8.14. have more than one account and more than one EVG Token Wallet on the Site, or use any EVG Token Wallet on a one-time, ‘throwaway’ basis; a one-time, ‘throwaway’ basis; any such additional EVG Token Wallet or one time ‘throwaway’ EVG Token Wallet may be terminated or suspended at the absolute discretion of Evergold;
8.15. where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Site Services utilizing 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 Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
8.16. utilize a EVG Token Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or 8.17. violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.
Any use as described in this paragraph shall constitute a “Prohibited Use”. If Evergold determines or suspects that you have engaged in any Prohibited Use, Evergold may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to , making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any EVG Token Wallet that you have on the Site; and, suspending or terminating your access to any Site Services or Fiat, funds, property, or Digital Tokens from any EVG Token Wallet. Evergold may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by Evergold or any of its Associates, you shall pay an amount to Evergold or the Associate so as to render Evergold or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on Evergold or the Associate.
9. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: Evergold is committed to providing safe, compliant, and reputable Site Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, Evergold insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms, you shall affirmatively certify that you are not a Prohibited Person, that you are not utilizing a EVG Token Wallet for the benefit of a Prohibited Person and that your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Evergold or any of its Affiliates. Additionally, Evergold or any of its Affiliates may assess whether you will make, or intend to make, a transfer to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Evergold. You agree to provide promptly any documentation, information, or records requested by Evergold at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to Controlling Persons and beneficial ownership of one or more legal entities. Evergold needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Evergold hereby expressly reserves the right to keep such information, documentation, and records. Additionally, Evergold monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to OFAC, FIA, and international regulators, where required. These undertakings shall apply even when you suspend or terminate your relationship with Evergold or abandon your application to have a EVG Token Wallet or transfer all EVG Tokens from your Gold Wallet. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.
Evergold reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Site Services, or the creation or administration of any EVG Token Wallet for or with, any user for any reason (or for no reason) at any time, including, but not limited to, the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) 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 Republic of Singapore; (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 Evergold 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 Evergold, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors. In lieu
of refusing access or ongoing administration of your EVG Token Wallet, Evergold may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Site Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Evergold has the absolute discretion to suspend or terminate Site Services to you immediately.
10. Intellectual Property:
10.1. The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by Evergold under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from Evergold or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in metadata or code, or in any other manner;
10.2. Unless otherwise indicated, all materials on the Site are used by Evergold under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from Evergold or the third-party owner;
10.3. You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage Evergold’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Evergold’s part without prior, express, written consent;
10.4. The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by Evergold. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms; and
10.5. The Site and Site Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved. Except as expressly authorized by Evergold, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Site Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (c) “frame” or “mirror” all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of Site or its Site Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (iii) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services.
11. Your Representations and Warranties: You represent and warrant to Evergold on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilize or access the Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:
11.1. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
11.2. that, if you are using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
11.3. that you understand the risks associated with using the Site, that you are not otherwise prohibited by applicable Laws from using the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site Services;
11.4. that you will not use the Site or any Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
11.5. that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;
11.6. that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site Services conducted under 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;
11.7. that 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 Evergold may reasonably determine; 11.8. that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Site Services of the Site 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, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
11.9. that 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;
11.10. that 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, Digital Tokens Address, or other account in, or engaging in any transaction on the Site from a Prohibited Jurisdiction; or (iv) a Government or Government Official of a Prohibited Jurisdiction; 11.11. that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized 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;
11.12. that you will not falsify any Site or Site Services registration or administration details provided to Evergold; 11.13. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Evergold in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Evergold becomes incorrect or outdated, including, but not limited to, information relating to your ownership, you will promptly provide corrected information to Evergold;
11.14. that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your EVG Token Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your EVG Token Wallet and to keep such EVG Token Wallet and the access to the Site from your account out of the reach of other Persons;
11.15. that you acknowledge and agree that Fiat, Digital Tokens or other property reflected in your EVG Token Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of Evergold; 11.16. that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorized e-mail address on file with Evergold are deemed to be valid, binding, and conclusive, and that Evergold may act upon those instructions without any liability or responsibility attaching to it;
11.17. that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon; and
11.18. that you will accurately and promptly inform Evergold if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
12. No Representations or Warranties by Evergold: Evergold makes no representations, warranties, or guarantees to you of any kind and, to the extent permitted by applicable Laws, Evergold expressly disclaims all representations, warranties or guarantees, express, implied or statutory, with respect to the Site and the Site Services. The Site and the Site Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Evergold may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
13. No Advice: Evergold does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.
14. Limitation of Liability and Release: Important: Except as may be provided for in these Terms, Evergold assumes no liability or responsibility for and shall have no liability or responsibility for any Losses directly or indirectly arising out of or related to:
14.1. the Terms;
14.2. the Site, and your use of it;
14.3. the Site Services, and your use of any of them;
14.4. any information or materials available through the Site, whether originating from Evergold, its Associates or any other Person;
14.5. the real or perceived value of any EVG Tokens or other Digital Tokens traded or utilized on the Site, or the price of any EVG Token or other Digital Token displayed on the Site at any time;
14.6. any inaccurate, misleading, or incomplete statement by Evergold or on the Site regarding your EVG Token Wallet, whether caused by Evergold’s negligence or otherwise;
14.7. any failure, delay, malfunction, interruption, or decision (including, but not limited to, any decision by Evergold to vary or interfere with your rights) by Evergold in operating the Site or providing any Site Service;
14.8. any stolen, lost, or unauthorized use of your EVG Token Wallet information, any breach of security or data breach related to your EVG Token Wallet information, or any criminal or other third-party act affecting Evergold or any Associate; or,
14.9. any offer, representation, suggestion, statement, or claim made about Evergold, the Site, or any Site Service by any Associate.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies. This release will not apply claims of EVG Token holders for Losses caused by the Custodian. However, those claims and Losses are limited in the contract governing the Custodian’s custodial and other services for the Gold Reserves.
15. No Waiver; Available Remedies: Any failure by Evergold to exercise any of its rights, powers, or remedies under these Terms, or any delay by Evergold in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Evergold does not prevent either from exercising any other rights, powers, or remedies. The remedies of Evergold are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which Evergold is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that Evergold would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your EVG Tokens, other Digital Tokens, Fiat or other funds, or your interests therein, that are held by Evergold or any of its Associates.
16. Force Majeure: Evergold is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Evergold is excused from any and all performance obligations under these Terms.
17. Assignment: These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Evergold. However, the provisions of these Terms which expressly apply to the EVG Tokens shall continue to apply to such tokens following their transfer by you. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by Evergold without notice or your consent. Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing , these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Evergold. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated
herein, are for the benefit of or enforceable by any creditors of you or Evergold or any other persons, except such as inure to a successor or assign in accordance herewith and associates of Evergold.
18. Severability: If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.
20. Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Evergold may provide in connection with these Terms through publication on any part of the Site or to your authorized e-mail address on file with Evergold. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.