GLOBAL GOLD PROTOCOL LLC
TERMS OF SALE
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY, INCLUDING WITHOUT LIMITATION THE RISK DISCLOSURES ATTACHED HERETO AS SCHEDULE 1 ATTACHED HERETO. NOTE THAT SECTION 16 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase and use of $GOLDN tokens (collectively, “$GOLDN” or “Tokens”) from Global Gold Protocol LLC, a Wyoming limited liability company (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). These Terms are a legal contract between you and the Company that govern your purchase of the Tokens. Each of you and the Company is a “Party,” and together the “Parties.”
By purchasing Tokens from us and/or using $GOLDN, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these terms, please contact us at [Note: Support@globalgold.finance]. You and the Company agree as follows:
Purpose and Use of Tokens
Use for Community Engagement Only. The sole purpose of holding $GOLDN is for use as a meme coin for entertainment and community engagement on the Global Gold Ecosystem (the “Protocol”). The Tokens have no use or functionality, and you should assume no use or functionality will develop. The value of meme coins like $GOLDN is generally driven primarily by market demand and speculation and not any utility. Given the speculative nature of meme coins, they tend to experience significant market price volatility and often are accompanied by statements regarding their risks and lack of utility. The Token is not intended to be used as an investment vehicle or to generate profit for its holders. $GOLDN will be functional for use as a meme coin at the time of the Token Sale.
No Economic Rights. The Tokens do not confer any rights, express or implied. In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive any distribution, revenue share, additional tokens, intellectual property rights or any other form of participation in or relating to the Company or any other person. As a result, you will not have any rights to any fees generated by the Protocol or earned by the Company. You should not purchase the Tokens with an expectation of Tokens increasing (or not decreasing) in value as a result of any future functionality or the success or failure of the Protocol. You are not required to be a Token holder to use the Protocol. Use of the Protocol is subject to terms of use of the Protocol and include other disclosures relevant to users of the Protocol.
The Tokens are not intended to be a digital currency, security, derivative, transferable crypto asset or any other kind of financial instrument, but you should be aware that the application of legacy financial and other regulation to new technology like the Tokens is uncertain and carries risk, and may vary by jurisdiction.
Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of Tokens. The use of Tokens in connection with the Protocol will be governed by the Protocol Terms of Use, Privacy Policy, and other applicable terms and policies available at globalgold.finance (collectively, the “Protocol Terms and Policies”), each effective as of the date of your purchase of Tokens from the Company pursuant to this Agreement. Any additional Protocol Terms and Policies we promulgate will be available at globalgold.finance. We may add terms or policies to the Protocol Terms and Policies at our reasonable discretion and may update each of the Protocol Terms and Policies from time to time.
Eligibility
Eligibility Requirements. In order to be eligible to participate in the Token Sale and acquire $GOLDN through interaction with the applicable liquidity pool(s), you must provide all information as reasonably required by the Company or its agents as part of its screening process to seek to ensure that no specially designated nationals or other persons sanctioned by FinCEN are permitted to purchase $GOLDN. We may engage third party service providers to collect and verify information on our behalf, who may also require you to accept their terms and conditions or privacy policy agreements.
Technical Requirements. Acquisition of $GOLDN occurs via decentralized liquidity pools (for example, pools on the Uniswap Protocol) in which users exchange other digital assets for $GOLDN at prices determined algorithmically by the relevant smart contract. The Company does not operate or control the Uniswap Protocol or any liquidity pools thereon, does not act as a counterparty to your transactions, and does not have custody or control over your funds. To interact with such liquidity pools, you must control a non-custodial software application or hardware device that securely manages your public and private keys related to a blockchain address (a “Wallet”), and you must have the ability to connect that Wallet to the applicable protocol interface. You will need to provide and maintain sufficient balances of the digital asset(s) accepted in the relevant pool (for example, USDC, USDT, ETH, or other tokens as applicable) to exchange for $GOLDN.
You acknowledge that: (i) all transactions are executed directly via the applicable smart contracts; (ii) transaction fees (including protocol fees and network gas fees) may apply; (iii) acquisition of $GOLDN through a liquidity pool is subject to market volatility and may result in partial fills, slippage, or changes in price during execution; and (iv) the Company is not responsible for delays, failed transactions, losses of funds, or any other issues arising from your interaction with the liquidity pool, [the Uniswap Protocol], or your Wallet.
The Company prohibits any and all sales to users domiciled or located in a country or territory it deems as restricted from any Token sale activities or are subject to other regulatory requirements, including but not limited to Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran, Iraq, Libya, North Korea, Syria and Tajikistan. The Company may cancel any sales to users domiciled or located in any such country and may seek to block such users from accessing the Token sale page.
Cancellation; Refusal of Purchase Requests
No Refund. Acquisitions of $GOLDN through decentralized liquidity pools (including but not limited to pools on the Uniswap Protocol) are executed directly between you and other participants via autonomous smart contracts, and are final upon execution. The Company does not control or reverse transactions on the blockchain and cannot provide refunds or cancellations, except to the limited extent required by applicable law.
No Recovery Obligation. If you send digital assets to a smart contract or address in an attempt to acquire $GOLDN and the transaction fails, is misdirected, or results in the loss of funds (including through user error, incorrect wallet addresses, insufficient gas fees, or protocol malfunction), the Company is under no obligation to retrieve or return such assets.
Sale Procedures and Specifications
Quantity of Tokens. The Company has generated [14,000,000,000] $GOLDN as native tokens on the [Uniswap protocol] for use with the Protocol. $GOLDN will be made available for acquisition through one or more decentralized liquidity pools (for example, pools on the Uniswap Protocol or other decentralized exchange protocols compatible with [Solana]). These pools operate via autonomous smart contracts deployed on public blockchains, and the Company does not control or operate the pools or act as a counterparty to your transactions.
Use of Token Sale Proceeds. The net proceeds of the Token Sale will be used for [Company Operations].
Commencement and Duration of Token Sale. The Company will disclose on its official website at www.globalgold.finance the expected date and time when the initial liquidity pool(s) will be created and funded with $GOLDN and paired assets (e.g., USDC, USDT, or other specified tokens). Once the liquidity pool(s) are deployed, $GOLDN will remain available for acquisition for so long as the pool(s) contain sufficient liquidity and remain operational on the relevant protocol(s). The Company makes no representation as to the duration of any liquidity pool’s operation, the amount of liquidity that will be available at any given time, or whether $GOLDN will remain accessible through such pools.
$GOLDN Price. The price of $GOLDN in a liquidity pool is determined programmatically by the applicable smart contract’s automated market maker (AMM) formula, based on the relative supply of $GOLDN and paired assets in the pool at the time of the transaction. This price will fluctuate continuously with each swap and may differ from prices on other platforms or markets. The Company does not set, control, or guarantee the price of $GOLDN in any liquidity pool. You acknowledge that the price you pay for $GOLDN may be higher or lower than the price paid by others before or after your transaction, and no refunds will be provided.
Procedures for Purchasing $GOLDN. In order to purchase $GOLDN during the Sale Period, and to receive the $GOLDN you purchase, you must have a compatible non-custodial Wallet that supports [SPL native tokens on the Solana Mainnet.] [Prior to interacting with any official pool or interface endorsed by the Company prior to the Token Sale, the Company will make a link available on our website at www.globalgold.finance, where Token purchasers can register and complete the know-your customer (“KYC”), anti-money laundering (“AML”), and other verification requirements. The registration process may require you to supply your public key for your Wallet (the “Token Receipt Address”), and a Wallet address may be supplied to you by the Company (the “Token Deposit Address”). The Token Deposit Address may be a common use address or individualized for each purchaser.]
You are solely responsible for ensuring you interact with the correct smart contract address for the relevant $GOLDN liquidity pool and bearing any protocol, interface, or network transaction fees. The Company is not responsible for failed transactions, reverted swaps, or loss of funds resulting from use of the wrong pool address, insufficient gas, slippage, or other factors inherent to interacting with decentralized protocols. All acquisitions of $GOLDN via liquidity pools are final upon execution.
If purchasing directly from the Company, to initiate a purchase of $GOLDN during the Sale Period, you must send an amount of [USDC, USDT, or such other stablecoins as the Company may specify] to the Token Deposit Address specified to you after you agree to these Terms through the acceptance process described on our website. [USDC, USDT, or such other stablecoins as the Company may specify] must be sent to the correctly advertised Token Deposit Address. We are not responsible for any purchase attempts of $GOLDN tokens that revert or are not completed or fail to be written to the [Mainnet]. $GOLDN Tokens will be distributed upon purchase and immediately usable as a meme coin upon completion of the Sale Period.
The Token claim process may automatically deliver the corresponding amount of $GOLDN to either (i) the Wallet address from which the [USDC, USDT, or such other stablecoins as the Company may specify] was sent, or (ii) your registered Token Receipt Address, provided that such wallet has been verified. Sending [USDC, USDT, or such other stablecoins as the Company may specify] to any other address may result in loss of USDC, USDT, or other cryptocurrency.
Acknowledgment and Assumption of Risks
Without limiting Seller’s representations, warranties and covenants in this Agreement, you acknowledge and agree that there are risks associated with purchasing, holding and using Tokens, including, without limitation, these disclosed and explained in the Risk Disclosures set forth in Schedule 1 attached hereto. If you have any questions regarding these risks, please contact us at [info@globalgold.finance.]
BY ACCEPTING THESE TERMS AND PURCHASING THE TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON PURCHASE OF THE TOKENS.
Security
You are responsible for implementing reasonable measures for securing the Wallet, [Solana Mainnet] externally owned account, ledger, hardware device, vault or other storage mechanisms you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. If your private key is compromised, you may lose access to your Tokens. Even if we refer you to third-party wallet solutions, we are not responsible for the adequacy of their services or software, or for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Solana address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by $GOLDN service providers.
Personal Information
We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with selling Tokens to you. You agree to provide us, or our nominee, with such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.
We may use aggregate statistical information about your activity, including your activity on the Company Site and logins to various websites, for marketing or any other purpose at our sole discretion, in accordance with our Privacy Policy or any other Protocol Terms and Policies. We may use your internet protocol address to verify your purchase of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other Protocol Terms and Policies, all of which you have agreed to by consenting to these Terms and purchasing the Tokens and/or using $GOLDN.
Taxes
The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Company or any of its affiliates liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Protocol.
Representations, Warranties and Covenants of the Purchaser
By purchasing Tokens, you represent and warrant that:
Legal Competency. If you are a natural person, you are over the age of 18 (or if higher, you are over the age of majority in your country of residence, and you are legally able to own or use the Token).
Due Authorization. If you are purchasing Tokens on behalf of a legal entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly).
Acknowledgment of Terms and Risks. You have read and understand these Terms, the Risk Disclosures, and the other available Protocol Terms and Policies and understand the risks, responsibilities and implications of purchasing the Tokens.
Non-Sanctioned Person. You are not (i) a citizen or resident of a geographic area in which your purchase of the Tokens or use of the Tokens for their stated functionality is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS’s Denied Persons, Unverified, or Entity Lists, or OFAC’s List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC’s Debarred Parties List.
Acquiring Only for Community Engagement Utility. You are not purchasing Tokens for any investment, speculative, or other financial purposes and you understand that the sole meme coins typically are purchased for entertainment, social interaction, and cultural purposes, and their value is driven primarily by market demand and speculation. In this regard, meme coins are akin to collectibles. Meme coins also typically have limited or no use or functionality. Given the speculative nature of meme coins, they tend to experience significant market price volatility, and often are accompanied by statements regarding their risks and lack of utility, other than for entertainment or other non-functional purposes.
[Notice to UK Residents. Persons of any description in the United Kingdom are not permitted to receive and should not act or rely on this communication. The Company is not licensed or registered in any way in the United Kingdom and this communication has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. The Tokens and/or the activities to which these terms relate are not available to persons in the United Kingdom.]
[Notice to EU Residents. These terms constitute a marketing communication within the meaning of Article 7 of Regulation (EU) 2023/1114 on Markets in Crypto Assets (“MiCA”). This crypto-asset marketing communication has not been reviewed or approved by any competent authority in any Member State of the European Union. The offeror of the crypto-asset is solely responsible for the content of this crypto-asset marketing communication. The Company is not licensed or registered in any way in the European Union to carry on any investment related activities or to provide any crypto-asset services. A crypto-asset white paper has been published and notified to Member State competent authority in accordance with Article 8 of MiCA. The offer of the Tokens does not constitute an offer or solicitation to purchase financial instruments. Retail holders of the Tokens in the European Union shall have a right of withdrawal in accordance with Article 13 of MiCA.]
You acknowledge that you are purchasing the Tokens exclusively at your own initiative and that neither the Company nor any other person has advertised, promoted or otherwise solicited the purchase of the Tokens in any way. No action has been taken or will be taken to make an offer of the Tokens or to solicit investment from any person in the United Kingdom. Purchase of the Tokens is not covered any investor compensation or complaints scheme. The Company has not considered the suitability or appropriateness of any purchase you make of tokens. If you are unsure about any aspect of the Tokens or any information provided, you should consult your financial or other professional adviser, including as to whether you are subject to any local laws or regulations that prohibit or restrict your right to access the Protocol and/or make a purchase of the Tokens. No purchase of the Tokens will be permitted by the Company in any jurisdiction where this would contravene applicable local law.
Sole Control of Wallet. The Wallet address you supplied is controlled by you and you alone.
Sufficient Understanding. You have such knowledge and experience in blockchain technology, cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology and financial and business matters that you can be presumed capable of evaluating the merits and risks of acquiring and using the Tokens for community engagement in relation to the Protocol. In evaluating the merits and risks of purchasing and using the Tokens, you have and will rely upon the advice of your own technical advisors, legal counsel, tax advisors, and/or other advisors.
Adequate Information and Non-Reliance. You have obtained sufficient information about the Tokens to make an informed decision to purchase and use the Tokens and ask any questions, and you have not relied on any representations or warranties made by, or information provided by, the Company, the Company’s affiliates, or any party outside of these Terms and the other Protocol Terms and Policies, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.
Acquiring for Own Use. You are acquiring the Tokens for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same or any part thereof. You further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to these Terms or the Tokens. If you are acquiring the Tokens on behalf of an entity, the entity has not been formed for the specific purpose of acquiring the Tokens.
No Registration with Any Authority. You acknowledge that (i) the Tokens have not been registered under the Securities Act or any state or foreign law securities laws, and that the Company has no plans to register the Tokens under any such laws, and (ii) there is substantial uncertainty as to the application of securities, financial, tax and other laws to new technologies, including blockchain technology and tokens, and that the interpretation of existing laws or new laws may affect the regulatory status of the Tokens, the offer or sale of the Tokens, and the use of the Token.
No Unauthorized Use. You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale. If you do share your credentials with anyone, we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials.
Responsibility for Compliance with Applicable Law. The Tokens are not intended to be offered and sold or used in any jurisdiction where not permitted by applicable law. You represent that your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to; (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us and to receive software and participate in the use of the Protocol, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. You understand that you bear the sole responsibility to determine whether your purchase, ownership or use of the Tokens, change in value of the Tokens, the sale and purchase of the Tokens and/or any other action or transaction related to the Tokens and Protocol may have legal, including tax, implications.
Responsibility for Complying with Tax Obligations. You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, use, sale, or transfer of the Tokens; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any legal, including tax, liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Protocol.
No Rights Other than Governance. You understand that the purchase of Tokens does not involve the purchase of shares, security, or any equivalent in the Company or any existing or future public or private company, corporation or other entity in any jurisdiction.
No Refund You understand that you have no right against any other party to request any refund of contributions submitted for the purchase of Tokens under any circumstance.
Agreement to Provide Information. You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to KYC and AML legislation, regulations or guidance, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and/or tax information reporting or withholding legislation, regulations or guidance.
Disclosure of Information. You understand and acknowledge that the Company may be required to, or may voluntarily, report any action that the Company suspects or has reason to suspect is unusual or indicative of criminal behavior or any failure to comply with the information requests. You further understand and acknowledge that the Company may disclose the information regarding you, and if applicable, your directors, employees or agents and its direct and indirect beneficial owners to governmental authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying you that the information has been so provided.
Voluntary Provision of Information. You understand and agree that, even if the Company is not obligated to comply with any U.S. KYC and AML requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. You agree to cooperate with the Company as may be required in the reasonable view of the Company in connection with such compliance.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and such Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, promoters, endorsers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by the Company or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) use of Tokens by a Purchaser, (ii) the performance or non-performance of Purchaser’s responsibilities or obligations under the Protocol Terms and Policies, (iii) such Purchaser’s breach or violation of these Terms and other Protocol Terms and Policies, or (iv) any inaccuracy in any representation or warranty made by such Purchaser in this Agreement.
Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL PROMISES, ASSURANCES, WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION. ANY WARRANTIES, PROMISES, ASSURANCES, REPRESENTATIONS OR OTHER STATEMENTS (EXPPRESS OR IMPLIED) OF OR ON BEHALF OF THE COMPANY IN ANY SUCH RELATED DOCUMENTATION OR COMMUNICATIONS AND THAT ARE NOT EXPRESSSLY SET FORTH HEREIN ARE HEREBY DISCLAIMED AND NEGATED IN ALL RESPECTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.
Conditions to Token Delivery
In connection with, as a condition to, and prior to delivery of Tokens to you:
You will execute and deliver to the Company any and all other transaction documents related to these Terms and the delivery of the Tokens, as are reasonably requested by the Company;
You will complete and deliver any and all AML and KYC forms meaning any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Company determines are reasonably necessary for the Seller to comply with applicable money laundering laws requested by the Company from time to time, including after the date of the Token Sale; and
You shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Company may reasonably request in order to carry out the intent and accomplish the restrictions in this Section and/or as shall be requested to comply with then applicable laws and regulations and/or as requested by a digital asset exchange, if applicable, in connection with the listing of the Token.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL THE COMPANY OR PURCHASER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR OTHER SPECULATIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE/PURCHASE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS OR OTHER PROTOCOL TERMS AND POLICIES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS; AND (III) IN NO EVENT WILL YOUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
Release
To the fullest extent permitted by applicable law, you release the Company and its affiliates from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.
Dispute Resolution; Waiver of Jury Trial
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Binding Individual Arbitration. Except for any disputes, claims, controversies, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes between the Parties resolved in a court, and (ii) waive your and the Company's respective rights to a jury trial. Instead, any and all Disputes between you and the Company must be resolved through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). Disputes subject to this provision include, without limitation, those arising from or related to (a) these Terms or the breach, termination or invalidity thereof; (b) any and all products or services sold, distributed or provided by the Company; and (c) any and all interactions or transactions between the Parties, whether heretofore or hereafter arising.
No Class Arbitrations, Class Actions, or Representative or Collective Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative or collective proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Informal Dispute Resolution. The following must occur prior to and as a condition precedent to commencing a formal arbitration under these Terms. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises or becomes known, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to info@globalgold.finance Notice to you shall be by email to the then-current email address registered with the Company. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, (iii) the date of any purchase, transaction or interaction at issue, as well as relevant documentation or screen captures if available, and (iv) the specific relief that you are seeking. For a period of sixty (60) days from the date of receipt of notice by the other party, the Parties agree to negotiate in good faith and in a timely manner about the Dispute, including through a minimum of one (1) telephonic dispute resolution conference. Dispute resolution conferences shall be individualized such that multiple individuals initiating claims cannot participate in the same conference, absent mutual agreement by the Parties. If either Party is represented by counsel, that Party’s counsel may participate in the dispute resolution conference, but the Party also must appear at and participate in the conference.
The Parties agree that any relevant limitations periods and arbitral fee(s) or other deadlines will be tolled during the sixty (60) day informal dispute resolution period. After this sixty (60) day period, the relevant limitations periods and filing fee(s) or deadlines are no longer tolled until filing is effectuated under this Section. If you and the Company cannot agree how to resolve the Dispute within the informal dispute resolution period and after participating in the mandatory dispute resolution conference, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Arbitration Process. Except as otherwise provided in this Section for disputes concerning the use of intellectual property and those eligible to be heard in small claims court, any and all Disputes between the Parties, including without limitation those arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be resolved through binding arbitration before the American Arbitration Association (“AAA”) under its applicable rules and procedures including, where applicable, its Commercial Arbitration Rules, Consumer Arbitration Rules, and Mass Arbitration Supplementary Rules and their attendant procedures and fee schedules. You can review the AAA’s rules and procedures at www.adr.org/rules, or you can call the AAA at 1-800-778-7879. You or the Company may initiate arbitration by written notice and compliance with all applicable AAA filing requirements; you may serve your individual demands on the Company by mail at:
30 N Gould St Ste N, Sheridan, WY 82801
Absent agreement otherwise by both Parties, the place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator will apply substantive law consistent with the Federal Arbitration Act (9 U.S.C. § 1 et seq., “FAA”) and applicable statutes of limitations. The arbitrator's award of damages must be consistent with the terms of the “Limitation of Liability” subsection of this Agreement as to the types and amounts of damages for which a party may be held liable. IF WE HAVE A DISPUTE ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING WITHOUT LIMITATION WHETHER IT IS VALID, CAN BE ENFORCED, OR APPLIES TO OUR DISPUTE, THAT DISPUTE WILL BE RESOLVED IN ARBITRATION.
Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. To the extent permitted by applicable law, the Parties shall each be responsible for their own attorneys’ fees and costs associated with the arbitration.
Mass Arbitrations. In the event that 25 or more individual claims are filed by the same or coordinated counsel or are otherwise coordinated, counsel for the claimants and counsel for the respondent shall each select five (5) cases (per side) to proceed in individual arbitral proceedings as part of a batching process. Any remaining claims that have complied with the procedures in this Section shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims, until they are selected to be filed as part of this batching process. At the outset of disputes under this provision, you and the Company agree to delegate to a Process Arbitrator all matters listed as within the scope of a Process Arbitrator’s authority under the AAA Mass Arbitration Supplementary Rules, as well as disagreements concerning the validity, enforceability, and applicability of these terms, and any other matters that the Parties mutually agree to delegate.
During the batching process, a single arbitrator shall preside over each batch of cases. After decisions have been rendered in the first ten (10) cases, the Company and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first batch of cases. If the Parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitral proceedings as part of a second batching process. The Parties may, but are not required to, agree in writing to modify the number of cases to be included at each stage of the batching process. After decisions have been rendered in this second batch of cases, the Company and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first two (2) batches of cases. If the Parties have not resolved the remaining disputes at the close of the second global mediation, the Company or any individual claimant(s) whose claim has not been adjudicated may elect to opt out of arbitration by providing notice to the other Party, and if the claimant or the Company wishes to proceed with the claim they may file an individual (non-class, non-representative) action in court. If the Company or any claimant(s) do not opt out, those remaining claims will proceed in arbitration in continued batches of one-hundred (100) claimants per batch (to the extent there are fewer than one-hundred (100) claimants outstanding, a final batch will consist of the remaining claimants). This batching process shall in no way be interpreted as authorizing class or representative arbitration or litigation of any kind. In order to increase the efficiency of the administration and resolution of arbitrations, and if consistent with the relevant rules and procedures, the arbitral tribunal shall: (i) designate a single arbitrator for each batch; (ii) provide for a single filing fee due per side per batch; and (iii) allow joint conferences and joint hearings, and such other coordinated procedures as the arbitrator deems appropriate. The applicable limitations period(s) and filing fee deadlines shall be tolled for each claim subject to this Section from the time that the arbitral filing requirements are satisfied with respect to that claim. A court shall have authority to enforce these mass arbitration provisions and, if necessary, to enjoin a court or arbitral filing in violation thereof.
Severability of Dispute Resolution; Arbitration. The agreement to arbitrate contained in this Section shall continue in full force and effect despite the expiration or termination of these or other related terms. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
This Agreement, and all questions concerning the construction, validity, enforcement and interpretation thereof, will be governed by and construed and enforced in accordance with the laws of the State of Wyoming, without regard to conflict of law rules or principles (whether of Wyoming or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The arbitration agreement in these Terms is governed by the FAA, including its procedural provisions, in all respects. State arbitration laws do not govern in any respect. Further, you and the Company each agree that the Terms evidence a transaction involving interstate commerce, and will be governed by and construed in accordance with federal law to the fullest extent possible. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the State of Wyoming. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Severability
If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.
Miscellaneous
These Terms constitute the entire agreement between you and us relating to your purchase and use of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at www.globalgold.finance and include the date of the update. We may also attempt to notify you through other communications channels. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
SCHEDULE 1 – RISK DISCLOSURES
You should read each of these Risk Disclosures carefully before deciding to purchase or use the Tokens (the “Risk Disclosures”).
Risks Related to $GOLDN Tokens
Risk Related to Meme Coins. The sole purpose of holding $GOLDN is as a meme coin for entertainment and community engagement on the Protocol. Meme coins typically are purchased for entertainment, social interaction, and cultural purposes, and their value is driven primarily by market demand and speculation. Meme coins typically have limited or no use or functionality. Given the speculative nature of meme coins, meme coins tend to experience significant market price volatility.
Market Volatility. The price of $GOLDN in a liquidity pool is determined algorithmically by the smart contract based on the current ratio of $GOLDN to the paired asset(s) in the pool. Prices may change between the time you initiate a transaction and the time it is confirmed on the blockchain. Even small transactions can cause material price swings, and the price of $GOLDN may also fluctuate significantly on other markets or platforms.
Risk of Losing Access to $GOLDN Due to Wallet Incompatibility. A valid Wallet address from an SPL native token compatible wallet is required to receive your $GOLDN. Non-compatible wallet addresses will not be accepted. In addition, the [Solana address] used must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address.
Risks Associated with the [Solana] Blockchain. $GOLDN operates on the Solana blockchain. As such, any malfunction, unintended function, unexpected functioning of or attack on the Solana blockchain may cause the Protocol or $GOLDN to malfunction or function in an unexpected or unintended manner. Solana may be the target of malicious attacks seeking to identify and exploit weaknesses in the software, which may result in the loss or theft of $GOLDN. For example, if $GOLDN or [Solana] are subject to unknown and/or known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), such attacks may materially and adversely affect the Protocol and use of the $GOLDN.
Risks Associated with Purchaser Credentials. Any third party that gains access to or learns of your wallet credentials or private keys may be able to control your $GOLDN. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct Token Receipt Address to send you your $GOLDN. If you give us the incorrect Token Receipt Address to send your $GOLDN to, we are not responsible for any loss of $GOLDN that may occur.
The Tokens Provide No Rights No Other Rights through the Protocol. The sole functionality of the Tokens is for community engagement in relation to the Protocol, subject to the restrictions described herein. Token holders have no other rights, including no economic or other rights with respect to the Protocol or the Company. Accordingly, you should have no expectation to profit as a result of any proposed or future rights or features of the Tokens, Protocol or the Company, or the success or failure of the Tokens, Protocol, or the Company. You should assume that any economic benefits from the Protocol will accrue to the Company, users of the Platform and service providers or others. Your decision to purchase the Tokens should solely be based on the desire to use the Tokens for their community engagement in relation to the Protocol.
Risks and Uncertainty of Classification of Digital Assets. Regulation of tokens (including the Tokens), token offerings, or token purchases, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty and varying interpretations. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the adoption and use of the Tokens. The classification of digital assets and transactions involving digital assets has implications for how existing laws apply to those assets and transactions. For example, if the Tokens were deemed securities in the United States, the ability to acquire, trade, hold, use or otherwise enter into transactions involving the Tokens would be more limited. If the Tokens were determined to be a security, it could also have significant regulatory consequences for us or other parties, including enforcement actions, fines, penalties, and a requirement to register the Token under U.S. federal securities laws. Any such developments could negatively impact the use and value of the Tokens and impose additional compliance and disclosure obligations that make the Tokens more difficult to access, use or transact.
Risks from Taxation. The tax characterization of $GOLDN is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer (if applicable), and use of $GOLDN, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.
“As is” Status of Tokens. As the Protocol has already been developed, you should consider the Protocol and Token to be “as is” without further development, and the Company does not intend to use the proceeds from the Token Sale or other sources of Protocol revenues to develop or enhance the functionality of the Token or Protocol.
Risk of Malfunction in the Protocol. It is possible that the Protocol malfunctions in an unfavorable way, including one that results in the inability to utilize $GOLDN for community engagement on the Protocol, or the loss of $GOLDN.
Risk of Theft and Hacking. Hackers or other groups or organizations or countries may attempt to interfere with the Protocol or the availability of $GOLDN in any number of ways, including service attacks, denial of service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known to steal $GOLDN. Any such successful attacks could result in theft or loss of your payment [USDC, USDT, or such other stablecoins as the Company may specify] or your Tokens, adversely impacting the ability to use the Protocol and derive any usage or functionality from the Tokens.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography. Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to $GOLDN and the Protocol by rendering ineffective the cryptographic consensus mechanism that underpins many blockchains, including the [Solana] blockchain. Smart contracts and their underlying software application are still in an early development stage and may be unproven. There is no warranty or assurance that the process for obtaining or using $GOLDN will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of any USDC, USDT, or other cryptocurrency you contribute, the theft or loss of your Tokens, or a reduction in the use of your Tokens.
$GOLDN are Not Investments. You should not acquire $GOLDN as an investment on a speculative basis or otherwise, for a financial purpose or with an expectation of resale for a profit or otherwise.
Risk of Uninsured Losses. In the event of any loss of your Token or your ability to access third party wallet applications, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurer, to offer recourse to the purchaser. You further acknowledge that any funds that you consider to be invested in $GOLDN will not be
Risk of Token Upgrades. It is possible that the $GOLDN could be updated or upgraded in the future. An upgrade to how $GOLDN is used may be required or recommended, and, if you decide not to participate in such an upgrade, you may no longer be able to use your Tokens, and any non-upgraded $GOLDN may lose its functionality in full.
Risk of Additional Token Issuances. The Company reserves the right to issue other tokens in the future which may have different features or functionality than the Token. Holders of the Token have no rights to any such future tokens.
Unanticipated Risks. Cryptographic tokens are a relatively new and untested technology. In addition to the risks discussed in these Terms, there are risks that we cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.