NFT AND LIBERTY COIN AWARD AGREEMENT
Last Updated: February 1, 2025 (“Update Date”)
NOTICE: This NFT and Liberty Coin Award Agreement does not apply to registered owners of unbranded or custom-branded NFTs purchased on opensea.io seeking to obtain an award of one (1) solid gold Liberty Coin for each NFT owned (“Registered NFT Owners”). Registered NFT Owners should visit the Liberty Coin Award Overview and complete the award form to receive their solid gold Liberty Coins.
This NFT and Liberty Coin Award Agreement (“Agreement”) between Liberty Coin Network as seller/lender (“Lender”) and award recipient/purchaser/borrower (collectively “Award Recipient”).
This Agreement certifies Award Recipient has agreed to purchase, finance, sell and utilize non-fungible tokens (“NFTs”) and 1 oz. solid gold Liberty Coins (“Liberty Coins”) under the contractual terms of award, financing and conditions of collateral security interest contained herein (“NFT and Liberty Coin Award”). Furthermore, by applying on libertycoingold.com (“Liberty Coin Network Site”) to purchase and finance NFTs and Liberty Coins and become a member of the Liberty Coin Network you acknowledge that you have read, understand and expressly and unconditionally agree to all terms and conditions contained in this Agreement, the Liberty Coin Financing Agreement, the Liberty Coin Network Membership Agreement, the Liberty Coin Purchase, Sale, and Use Agreement, the Liberty Coin Collateralization Agreement, and the Liberty Coin Network Privacy Agreement, all terms and conditions contained on the Liberty Coin Network Site, and all terms and conditions contained on opensea.io where Award Recipient’s NFTs will be held in a dedicated collection similar to Sample NFT Collection (“NFT Site”).
1. Definition and Limitations.
a. The Liberty Coin Network (“Liberty Coin Network”) facilitates NFT and Liberty Coin transactions for its member/owners (“NFT and Liberty Coin Holders”).
b. Liberty Coin is a real asset, that trades digitally on the Liberty Coin Network where physical coin delivery is comprised of a 1 troy oz. coin of independently certified 99.95% pure gold, the financing of which prior to physical delivery is exclusively governed by the terms and conditions contained in this Agreement.
c. Award Recipient expressly agrees that this Agreement shall be administrated and enforced by either the Liberty Coin Network or without limitation any of its subsidiaries, affiliates, contractors, service providers, or other entities it may designate.
d. Award Recipient’s Liberty Coin Network account (“Liberty Coin Network Account”) includes one or more of the following Liberty Coin Network services: Liberty Coin Ownership Ledger and Liberty Coin User Account. Award Recipient hereby expressly acknowledges and unconditionally agrees that the Financing loan principal, interest, and other costs and fees payable or owed by Award Recipient to Lender shall at any point in time be equal to the Financing principal and accrued interest, costs and fees shown in Award Recipient’s Liberty Coin Network Account (“Financing Account Information”). Award Recipient expressly acknowledges and unconditionally agrees that the Financing Account Information can be only accessed through Award Recipient’s online Liberty Coin Network Account.
e. Award Recipient’s NFT and Liberty Coin Award shall be financed by Lender from the date the award is made (“Award Date”) through a series of predetermined financing maturity dates as shown in Award Recipient’s Liberty Coin Network Account (“Financing”). The Financing shall be comprised of individual credit loans (“Individual Credit Loans”). The Individual Credit Loans shall collectively comprise the total credit extended by Lender to Award Recipient (“Credit”).
f. Award Recipient has full ownership of its NFT and solid gold Liberty Coins until the financing comes due. Any NFTs and Liberty Coins for which the financing has not been paid are automatically returned to Lender, at no cost to Award Recipient.
g. All ounces or oz. quoted or referenced in this Agreement are in troy ounces, where 1 troy ounce equals 1.09714286 avoirdupois ounce also known as an English standard ounce (“oz.”).
h. All dollars quoted or referenced in this Agreement are in United States currency or certified funds (“USD”).
i. Award Recipient of NFTs and Liberty Coins is subject to approval as a Liberty Coin Network Member-User (“Liberty Coin Network Member-User”). You as a Liberty Coin Network Member-User applicant must receive your award of NFTs and Liberty Coins using this award form NFT and Liberty Coin Award From (“Award Form”). Upon Liberty Coin Network approval of your NFT and Liberty Coin Award you will be sent a secure email with a temporary user ID to access your Liberty Coin Network Member-User Account and NFT and Liberty Coin Award.
j. The minimum amount of NFTs and Liberty Coins that can be initially awarded is one (1) NFT and one (1) Liberty Coin. Once membership approval of Award Recipient and the initial award of NFTs and Liberty Coins has been completed, a minimum of one (1) Liberty Coin may be subsequently purchased or sold using on-line forms. All Award Recipient NFT sales shall be made on NFT Site in accordance with its terms and conditions.
k. Award Recipient desires to receive an award of NFTs and Liberty Coins as stated herein below (“NFTs and Liberty Coins Awarded”).
l. NFTs and Liberty Coins are not fractionally divisible and must be awarded, purchased and sold in whole units.
m. The Liberty Coin Network charges its members transaction and account maintenance fees to facilitate Liberty Coin subsequent buy/sell transactions and usage of its network and account related services.
n. There are no costs or fees payable or incurred for the initial transfer of NFTs and Liberty Coins Awarded from Liberty Coin Network to Award Recipient’s Liberty Coin Network Account and NFT Site.
o. Subsequent resale of Award Recipient NFTs on the NFT Site or other NFT marketplace shall incur a royalty and other costs and fees charged by NFT Site or other NFT marketplace to facilitate each NFT transaction (“NFT Royalty and Transaction Fees“).
p. Subsequent resale of Liberty Coins awarded shall be subject to transaction fees (“Liberty Coin Transaction Fees“) as shown in Award Recipient’s Liberty Coin Network Account
q. All Liberty Coin owners shall be subject to account maintenance fees (“Liberty Coin Maintenance Fees“) as shown in Award Recipient’s Liberty Coin Network Account.
r. Award Recipient can custom-brand each of its NFT coins. Liberty Coin Network will customize up to five (5) Award Recipient’s NFT coins for free. Additional custom NFT designs shall be subject to design fee as shown in Award Recipient’s Liberty Coin Network Account. Simply send us your designs and a proof will be ready within five (5) business days for your approval. Award Recipient can create a vast range of custom-branded full-run, limited-edition, and one-off NFT coins that can be immediately promoted, sold, auctioned, traded, and collected. Award Recipient can sell all its NFT coins, or hold some back and capture the potential gains as they appreciate over time.
s. Award Recipient’s 1 oz. physical gold Liberty Coins are delivered in 120 to 360-months and are backed 1:1 with proven gold reserves. Custom full-run, limited-edition, and one-off 3D printed solid gold coins can be minted as exact duplicates of your custom-branded NFTs for an additional fee as shown in Award Recipient’s Liberty Coin Network Account. Custom-branded limited-edition solid gold coins that can trade for substantial premiums over their intrinsic value (e.g., 1 oz. of gold).
t. NFT values can be estimated using the most recent sales and/or auction prices for similar or comparable unbranded or custom-branded NFTs as shown on the NFT Site and other NFT marketplaces (“NFT Market Value“).
u. Your Liberty Coin delivery value (payoff value at maturity) is equal to (A) the value of one (1) Troy oz. of 99.95% pure gold on the New York Commodity Exchange (COMEX) on the day of physical coin delivery (“Coin Intrinsic Gold Value“), and (B) any premium paid for your Liberty Coin as the result of its specific custom-branding, as quoted on various dealer networks, auction sites, and exchanges where the same/similar coins to your specific custom-branded coin may have previously or currently trade (“Custom-Branded Coin Premium“).
v. In addition to the above NFT Royalty and Transaction Fees, Liberty Coin Network Transaction Fees, and Liberty Coin Maintenance fees, members of the Liberty Coin Network are required to pay for all third-party transactional related costs for each NFT or Liberty Coin award, purchase or sale transaction including bank service charges, credit card processing fees, international transaction fees, and currency conversion fees (“Third-Party Transaction Costs”).
w. By accepting your NFT and Liberty Coin Award, you as Award Recipient unconditionally agree to be bound by (A) the NFT and Liberty Coin Award Agreement posted on the Liberty Coin Network Site, (B) all terms and conditions governing your Liberty Coin Network Member-User Account on the Liberty Coin Network Site, and (C) all terms and conditions governing your NFTs and your NFT collection on the NFT Site.
x. The purchasing, transacting, financing, usage, or holding of NFTs and Liberty Coins involves risk. You as Award Recipient should therefore carefully consider whether purchasing, transacting, financing, usage, or holding NFTs and Liberty Coins is suitable for you in light of your financial condition and objectives.
2. Security Interest.
a. All NFTs and Liberty Coins now or hereafter owned, held, carried or maintained by Award Recipient or by any affiliates in Award Recipient possession or control, or in the possession or control of any such affiliate, for any purpose, in or for any account of the Award Recipient now or hereafter opened, including (i) any Liberty Coin Network account, (ii) NFT Site account, collection, item, coin, or listing in which the Award Recipient may have a beneficial ownership interest, and (iii) NFT Site accounts, collections, items, coins, or listings maintained by Liberty Coin Network for the benefit of Award Recipient, shall be subject to a lien for the discharge of all the indebtedness and other obligations of the Award Recipient under the terms of this Agreement, and are the Lender’s primary secured interest for the payment of any liability or indebtedness of the Award Recipient (“NFT and Liberty Coin Collateral”).
b. Lender, without giving Award Recipient prior notice, shall have the right to transfer NFTs and Liberty Coins and NFT and Liberty Coin Collateral from or to any of the accounts of the Award Recipient or for which Award Recipient holds a beneficial interest, whenever in Lender’s exclusive judgment it considers such a transfer necessary for its protection. In enforcing a lien, Lender shall have the sole discretion to determine which NFTs and Liberty Coins are to be sold and which loans are to be paid. Unpaid or accrued interest, costs and fees shall be paid in full before any payments are applied by Lender to loan principal.
3. Payment of Indebtedness Upon Sale or Demand.
a. Award Recipient shall pay Lender an amount equal to a fixed loan payoff amount in USD shown in Award Recipient’s Liberty Coin Network Account (“Sale Proceed Payment”) from each NFT or Liberty Coin sold by or for Award Recipient until any obligations of the Award Recipient under this Agreement have been paid in full including any unpaid royalties, interest, costs, and fees thereon. Award Recipient expressly and unconditionally authorizes the Liberty Coin Network to direct or pay Sale Proceed Payments to Lender upon consummation of each NFT or Liberty Coin sale transaction.
b. In no event shall Award Recipient’s sale of NFTs or Liberty Coins be permitted to result in a deficiency of the NFT and Liberty Coin Collateral or create an account debt balance. Award Recipient shall not be liable to Lender for any deficiency remaining in any NFT and Liberty Coin Collateral or debit account balance in the event of the liquidation of NFTs or Liberty Coins thereof, in whole or in part, by Lender. However, Award Recipient shall be liable to Lender for any deficiency remaining in any such accounts in the event liquidation of NFT or Liberty Coin thereof, in whole or in part, was the result of Award Recipient actions or was the result of Award Recipient’s breach of the terms of this Agreement; and Award Recipient shall make payment of such obligations and indebtedness upon demand to Lender.
c. All sales of Award Recipient NFTs, Liberty Coins, or NFT and Liberty Coin Collateral shall be subject to approval of the Liberty Coin Network and Lender, where approval of each NFT or Liberty Coin sale shall not be unreasonably withheld.
4. Liability for Costs of Collection.
In the event an account deficiency or debit balance was created as the direct result of Award Recipient’s actions or breach of the terms of this Agreement, the costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the Award Recipient with Lender, including, but not limited to, attorney’s fees and other costs incurred and payable or paid by Lender, shall be payable by the Award Recipient.
5. Loan Maturity.
a. Each such Individual Credit Loan made by Lender to finance Award Recipient’s purchase of NFTs and Liberty Coins shall be paid upon the earlier (i) a predetermined payoff date as shown in Award Recipient’s Liberty Coin Network Account, or (ii) the physical delivery of 1.oz. certified 99.95% pure gold Liberty Coins, or proceeds from sale thereof (“Maturity Date”).
b. The Maturity Date for each Individual Credit Loan, NFT, or Liberty Coin financed shall be shown in Award Recipient’s Liberty Coin Network Account.
c. All such Individual Credit Loans made hereunder shall become part of the Credit. Lender may at its sole and exclusive option extend the Maturity Date for any or all Individual Credit Loans.
6. Interest Rate.
a. The interest rate for each Individual Credit Loan shall be equal to the interest rate as shown in Award Recipient’s Liberty Coin Network Account (“Interest Rate”).
b. After the Maturity Date for any Individual Loan Credit, the unpaid principal amount of the Individual Loan Credit shall be in default and bear interest until paid at the stated Interest Rate plus an additional default rate of interest as shown in Award Recipient’s Liberty Coin Network Account (“Default Interest Rate”), payable on demand. All interest due under this Agreement shall be computed on the basis of a year consisting of 365-days and paid for the actual number of days elapsed.
7. Computation of Interest Charges.
a. At the close of each charge period, an interest charge is computed by multiplying the average daily debit balance by the applicable interest rate and by the number of days during which a debit balance was outstanding, and then dividing by 365. If there has been a change in the interest rate separate computations will be made with respect to each rate of charge for the appropriate number of days at each interest rate during the charge period. The interest charge for the charge period is due and payable in accordance with the terms and conditions shown in Award Recipient’s Liberty Coin Network Account.
b. Award Recipient expressly agrees that interest charges made to the Award Recipient’s Liberty Coin Network Account at the close of a charge period will, unless paid, be added to the opening balance for the next charge period and that interest will be charged upon such opening balance, including all interest so added.
8. Loan Fees and Costs.
a. Lender shall charge Award Recipient loan origination fees as shown in Award Recipient’s Liberty Coin Network Account based the gross loan amount of each Individual Credit Loan as defined hereinafter (“Loan Origination Fees”). Lender shall charge transaction related costs equal to that shown in Award Recipient’s Liberty Coin Network Account based the gross loan amount of each Individual Credit Loan as defined hereinafter (“Transaction Costs”).
b. Award Recipient shall also be responsible for any direct third-party fees or costs incurred by the Lender including attorney, accounting, underwriting and advisory fees for each Individual Credit Loan as defined hereinafter (“Third-party Fees and Costs”).
c. The Loan Origination Fees, Transaction Costs and Third-party Fees and Costs shall collectively be referred to as Transaction Fees and Costs (“Financing Transaction Fees and Costs”). The Financing Transaction Fees and Costs for each Individual Loan Credit is due and payable in accordance with the terms and conditions as shown in Award Recipient’s Liberty Coin Network Account.
9. Prepayment.
Award Recipient, at its option, may make a payment of all or any portion of the Credit prior to the Maturity Date without penalty (“Loan Prepayment”).
10. Note.
a. The obligation of Award Recipient to repay the aggregate unpaid principal amount and any accrued interest, costs and fees thereon of the Individual Credit Loans shall be evidenced by a single promissory note of Award Recipient stating that such note shall be payable to the order of the Lender and subject to the provisions of this Agreement (“Note”).
b. The Note is incorporated as Exhibit A of this Agreement (“Note”).
c. The effective date of the Note is shown in Award Recipient’s Liberty Coin Network Account.
11. Liens.
Any NFTs and Liberty Coins in any Award Recipient Liberty Coin Network Account are NFT and Liberty Coin Collateral for any debit balance of any of Award Recipient Credit. A lien on the NFT and Liberty Coin Collateral is created by these debits to secure the amount of the Credit owed to Lender.
12. Default.
a. Upon default by Award Recipient under the terms of this Agreement, Lender shall be entitled to immediately seize the NFT and Liberty Coin Collateral and pursue any other available legal remedies without notice or limitation.
b. The payment obligation of the Award Recipient with respect to this Agreement, together with accrued interest, costs and fees, shall mature in the event of any receivership, insolvency, liquidation or otherwise, bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Award Recipient.
13. Liability Disclaimer, Waiver and Indemnity.
a. Award Recipient expressly acknowledges and agrees that Lender has no control over NFT and Liberty Coin marketability or values including but not limited to asking or selling prices, bids or quotes, final purchase and sale prices, losses, gains, volatility, performance, volume, liquidity, demand, supply and regulatory requirements, and therefore Lender cannot and does not ensure, warrant, or guarantee marketability, liquidity, pricing, or values of Award Recipient’s NFTs and Liberty Coins.
b. Award Recipient expressly acknowledges and declares that it fully understands that its NFTs and Liberty Coins may experience volatility in pricing, marketability and liquidity.
c. If as a Award Recipient the terms and conditions of this Agreement are not acceptable or as a Award Recipient you do not understand the nature and extent of the risks associated with NFTs or Liberty Coins, then you should not purchase, own, or finance NFTs or Liberty Coins.
d. Award Recipient expressly agrees that it will not seek to hold the Liberty Coin Network or Lender liable for any monetary losses or any special, incidental, or consequential damages arising from, or which are in any way connected or related to Award Recipient’s Liberty Coin Network Account, Liberty Coin Network escrow services, NFTs and NFT collection on the NFT Site, trust services, financing, transactions, operations, NFT or Liberty Coin marketability, prices, values, liquidity and volatility, or liability in any way connected to past, current or future NFT or Liberty Coin demand, supply, purchase or sale, or to the marketability, distribution, holding or use of NFTs or Liberty Coins.
e. Award Recipient will have the sole responsibility to ensure that you as Award Recipient have a good understanding of financing, usage, storage, transmission, financing, and default mechanisms associated with NFTs and Liberty Coins. Award Recipient expressly agrees that award, purchase, financing, ownership, and sale of NFTs and Liberty Coins should be undertaken only by individuals, entities, or organizations that have a thorough understanding of digital assets and currencies, financial assets/products, commodities (specifically gold), and the gold mining industry.
f. To the fullest extent permitted by law Lender shall not be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of principal, loss of profits, missed opportunities, default costs, cost of damage assessment, mitigation costs, out of court recovery costs, legal costs, special, incidental or consequential damages, current or future, arising from this Agreement and its terms and conditions. To the fullest extent permitted under the laws governing this Agreement and its terms and conditions, Award Recipient waives any rights of claim or recourse against Lender related to the aforementioned losses or damages, and agrees to indemnify Lender against claims of third parties related to the financing, purchase, ownership, sale, use, or default of Award Recipient’s NFTs and Liberty Coins.
g. THE AWARD RECIPIENT AGREES TO NOT RELY ON (1) ANY ORAL INFORMATION, OR (2) ANY INFORMATION OF ANY TYPE NOT CONTAINED OR SPECIFICALLY REFERENCED IN THIS AGREEMENT.
h. THIS AGREEMENT MAY CONTAIN PROJECTIONS OR STATEMENTS DEEMED TO BE FORWARD-LOOKING WITHIN THE MEANING OF THE SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THEREUNDER. ANY PROJECTIONS CONTAINED IN THIS AGREEMENT ARE NOT HISTORICAL FACTS. WHEN USED IN THIS AGREEMENT, THE WORDS “FORECAST,” “ENVISION,” “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT,” “PLAN,” “PREDICT,” “MAY,” “WILL,” “SHOULD,” “COULD,” “WOULD”, “CAN,” THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, ARE INTENDED TO IDENTIFY PROJECTIONS IN TO THE FUTURE, BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING THEM. WHILE PROJECTIONS IN TO THE FUTURE MAY BE BASED ON CERTAIN HISTORICAL TRENDS, CURRENT CONDITIONS, EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS, SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF THE LENDER AND LIBERTY COIN NETWORK, ARE DIFFICULT TO PREDICT AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED, FORECASTED OR PROJECTED BY LENDER AND LIBERTY COIN NETWORK. CERTAIN OF THESE RISKS AND UNCERTAINTIES ARE DESCRIBED IN THIS AGREEMENT; PROVIDED THAT SUCH RISKS AND UNCERTAINTIES ARE INTENDED TO BE ILLUSTRATIVE AND NOT EXHAUSTIVE. PROSPECTIVE PURCHASERS ARE CAUTIONED NOT TO RELY ON ANY PROJECTIONS OR FORECASTS THAT MAY BE CONTAINED IN THIS AGREEMENT.
i. THERE CAN BE NO ASSURANCE THAT THE RESULTS EXPECTED BY AWARD RECIPIENT IN A DEFAULT WILL BE REALIZED OR, EVEN IF SUBSTANTIALLY REALIZED, THAT THEY WILL HAVE THE EXPECTED CONSEQUENCES TO OR EFFECTS ON ITS NFTS OR LIBERTY COINS. THE PROJECTIONS OR FORECASTS CONTAINED IN THIS AGREEMENT SPEAK ONLY AS OF THE UPDATE DATE OF THIS AGREEMENT. LENDER AND LIBERTY COIN NETWORK ASSUME NO OBLIGATION TO UPDATE ANY PROJECTIONS OR FORECASTS (IF ANY), WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
j. IMPORTANT FACTORS TO CONSIDER IN EVALUATING SUCH PROJECTIONS OR FORECASTS (IF ANY) INCLUDE BUT ARE NOT LIMITED TO: (I) CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS; (II) CHANGES IN WORKING CAPITAL AND OTHER CASH REQUIREMENTS; (III) GENERAL CHANGES IN THE INDUSTRY IN WHICH THE NFTS AND LIBERTY COINS COMPETE; AND (III) VARIOUS OTHER COMPETITIVE OR REGULATORY FACTORS THAT MAY PREVENT LIBERTY COIN NETWORK AND NFT SITE FROM SUCCESSFULLY PERFORMING ITS DUTIES IN THE MARKETPLACE. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM PROJECTIONS (IF ANY) CONTAINED IN THIS AGREEMENT.
k. THE INFORMATION CONTAINED IN THIS AGREEMENT IS ASSUMED TO BE ACCURATE ONLY AS OF THE UPDATE DATE OF THIS AGREEMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS AGREEMENT OR ACTUAL DELIVERY DATE(S) OF NFTS AND LIBERTY COINS AND FINANCING THEREOF.
l. PURCHASING AND FINANCING OF NFTS AND LIBERTY COINS INVOLVES RISK. YOU AS AWARD RECIPIENT SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH AND CONTAINED IN THIS AGREEMENT.
14. Terms, Conditions and Risks of NFT and Liberty Coin Awards, Purchases, Ownership and Sales.
a. The award, purchase and financing of NFTs and Liberty Coins on the NFT Site and the Liberty Coin Network implies and is evidence that Award Recipient entered into this Agreement by agreeing to all of its terms and conditions, including all terms and conditions shown in its Liberty Coin Network Account, NFT Site, and the Liberty Coin Network Site. By purchasing and financing NFTs and Liberty Coins, you as Award Recipient expressly declare, represent and warrant that:
i. You as Award Recipient meet and fully understand the requirements and conditions of NFT and Liberty Coin awards, purchases, financing, sale, use, and default as set forth in this Agreement.
ii. You as Award Recipient have read carefully the terms and conditions in this Agreement, and you agree to their full contents and you accept to be legally bound by them.
iii. You as Award Recipient are above 18 years old or you have reached the age in which you are qualified to enter into a contractual relationship in the country and province in which you reside.
iv. You as Award Recipient have full authorization to act on behalf of the legal entity which will purchase and finance the NFTs and Liberty Coins if acting on behalf of a legal entity.
v. You as Award Recipient live in a jurisdiction which allows the award, purchase, financing, sale and use of NFTs and Liberty Coins without requiring any local authorization.
vi. You will not use the NFTs or Liberty Coins for any illegal activity, including but not limited to money laundering and the financing of terrorism.
vii. You as Award Recipient have sufficient knowledge about the nature of digital assets and currencies, financial assets, and commodities and you have a good understanding of the purchase, financing, sale, usage, systems and services of financial assets/products, commodities (specifically gold) and the gold mining industry.
viii. You as Award Recipient are familiar with all related regulations in the specific jurisdiction you are based in and that the award, purchase, financing, sale and use of assets such as NFTs and Liberty Coins is not prohibited, restricted or subject to additional conditions of any kind; participants cannot purchase or finance NFTs or Liberty Coins if there are applicable legal restrictions in their country of residence. It is the responsibility of Award Recipient to know these laws and take them into consideration before their award, purchase or financing of NFTs and Liberty Coins.
ix. You as Award Recipient are purchasing and financing NFTs and Liberty Coins strictly based on their utility to you as an individual NFT and Liberty Coin owner.
x. You as Award Recipient waive your right to participate in a class action lawsuit or a class-wide arbitration against the Lender and Liberty Coin Network.
b. Prior to award, participation, purchase, or financing of NFTs and Liberty Coins, you as Award Recipient are strongly advised to carefully consider the exemplary and non-exhaustive list of risks set forth in this Agreement and, to the extent necessary, consult a qualified financial advisor, attorney, accountant, and/or tax professional.
i. Regulatory authorities are carefully scrutinizing, and initiating regulation of businesses and operations associated with assets and networks such as NFTs and Liberty Coins around the world, including the SEC in the United States. In that respect, regulatory measures, investigations or actions may negatively impact NFTs and Liberty Coins. Any person undertaking to acquire and finance NFTs and Liberty Coins must be aware that terms and conditions contained in this Agreement and the Liberty Coin Network Account may change or require modification as the result of new, or anticipated, regulatory and compliance requirements from any applicable laws in any jurisdictions in which it may operate. In such case, Award Recipients and any person undertaking to acquire, finance, sell or use NFTs or Liberty Coins acknowledge and expressly agree that neither Lender or Liberty Coin Network shall be held liable for any direct or indirect loss or damages caused by such regulatory actual or anticipated changes.
ii. The award, purchase and financing of NFTs and Liberty Coins shall grant the Award Recipient no direct influence in the Lender or Liberty Coin Network and shall not in any way constitute acquiring of an equity interest, common shares of stock or a creditor interest in the Lender or Liberty Coin Network. The ownership and financing of NFTs and Liberty Coins does not constitute Award Recipient as a common stock shareholder or equity interest holder in, or creditor of, the Lender or Liberty Coin Network, it does not grant Award Recipient a right to present itself as a common stock shareholder, equity interest holder or creditor of the Lender or Liberty Coin Network. The ownership and financing of NFTs and Liberty Coins does not give Award Recipient any rights associated with being a common stock shareholder, equity interest holder or creditor in the Lender or Liberty Coin Network nor any intellectual property rights including but not limited to the Lender’s or Liberty Coin Network’s technology, software and its software applications, trade secrets, proprietary information, and methods of doing business.
iii. The Lender and Liberty Coin Network utilizes policies and procedures to implement Know Your Customer (“KYC”), U.S. Treasury Bank Secrecy Act (“BAC”), Anti-Money Laundering (“AML”), Title III of the U.S. Patriot Act (“Patriot Act”), U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable regulations in jurisdictions in which it may operate, as well as monitoring and re-verification procedures.
iv. Nothing in this Agreement or its terms and conditions should be regarded as an invitation or solicitation of investment or promise of profit or financial gain in whatever form and does not construe, relate or pertain in any way or should be regarded to be an offering of securities of any kind in any jurisdiction.
The Lender is not a financial institution and does not provide investment services, including investment advice, or any other licensed financial services according to applicable law. Neither the Lender or the Liberty Coin Network shall be considered as an advisor in any legal, tax or financial matters. NFTs and Liberty Coins should not be regarded as fiat money, electronic money or digital currency, or financial instruments, investments or securities with particular status or subject to regulative framework of any kind according to applicable law.
v. To the full extent permitted by law neither the Lender or Liberty Coin Network shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of principal, loss of profits, or indirect, special, incidental or consequential damages, arising from this Agreement or its terms and conditions, from the award, purchase, financing, sale, or default of NFTs or Liberty Coins, even if such party has been advised of the possibility of such damages.
15. Lender Representations.
a. Lender has the power and authority to own, lease, license and operate and carry on its business as now conducted.
b. The execution, delivery and performance by the Lender is within the power of the Lender and has been duly authorized by all necessary actions on the part of the Lender. This Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
c. No consents or approvals are required in connection with the performance of this Agreement, other than: (i) the Lender’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.
16. Award Recipient Representations.
a. The Award Recipient has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and legally binding obligation of the Award Recipient, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
b. In the event Award Recipient is a natural person, Award Recipient agrees (i) that its current and expected future financial condition over the next five (5) years is such that its initial purchase of NFTs and Liberty Coins represents less than 5.0% of its tangible net worth (total assets less total liabilities excluding the probable market value of its personal residence and the current amount of any debt financing associated with that residence), and (ii) that its current and expected income over the next five (5) years is such that it can comfortably hold the total amount of NFTs and Liberty Coins purchased for an indefinite period of time.
c. In the event Award Recipient is not a natural person (i.e. a corporation or other type of legal entity), Award Recipient agrees (i) that its current and expected future financial condition over the next five (5) years is such that its initial purchase of NFTs and Liberty Coins represents less than 5.0% of its tangible net worth (total assets less total liabilities), and (ii) that its current and expected income over the next five (5) years is such that it can comfortably hold the total amount of NFTs and Liberty Coins purchased for an indefinite period of time.
d. Award Recipient is entering into this Agreement and acquiring and financing NFTs and Liberty Coins for its own account, not as a nominee or agent for a third party or beneficiary.
e. Award Recipient has been given adequate opportunity to ask questions of, and receive answers to, and review additional information from the Lender and Liberty Coin Network concerning the terms and conditions of NFT and Liberty Coin award, purchase, financing, sale, use, and default, the merits and risks of purchasing, financing, selling and using NFTs and Liberty Coins, including default, where the NFT and Liberty Coin information and answers received from Lender and Liberty Coin Network have satisfied Award Recipient in full. Award Recipient has also made its own independent investigations of the NFTs and Liberty Coins, including the merits and risks involved with purchasing, financing, owning and selling NFTs and Liberty Coins, its investigation of which have satisfied Award Recipient in full.
f. Award Recipient expressly and unconditionally agrees to all terms and conditions contained in this Agreement and to all terms and conditions shown in its Liberty Coin Network Account, the Liberty Coin Network Site, and the NFT Site.
17. Governing Law, Legal Jurisdiction, Fees and Costs, Legal Name.
a. This Agreement and all rights and obligations hereunder constitutes the entire agreement between the parties and shall be governed by and construed in accordance with the laws of Nevis, West Indies without application or reference to principles of conflicts of law.
b. Each party to this Agreement hereby irrevocably consents and agrees that any legal action, suit or proceeding with respect to this Agreement shall be brought in a court located in Nevis, West Indies, and each of the parties hereby irrevocably accepts and submits to the jurisdiction of such courts with respect to any such action, suit or proceeding.
c. Each party to this Agreement irrevocably agrees that all legal fees, court costs and costs of collection shall be paid in accordance with the customs and laws of Nevis, West Indies. In the event no applicable Nevis, West Indies customs or laws governing legal fees, court costs and collection costs that arise under the terms of this Agreement are in existence, each party will be responsible for all of its own expenses, fees, and costs without limitation including all legal fees and court costs it may incur as the result of any dispute, legal action, suit, proceeding or costs of enforcing or collecting any judgment awarded and in no event shall the prevailing party be entitled to reimbursement from the losing party in regard to any costs of its legal action including its court costs, attorney fees, and costs of enforcing or collecting any judgment awarded.
d. If a court decides that any sentence, clause, term or provision of this Agreement is invalid or unenforceable, that sentence, clause, term or provision shall be severed, and the other parts of this Agreement shall still apply. In any case, the remainder of this Agreement, will continue to apply and be of full force and effect.
e. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language only. Any translation provided may not accurately represent the information in the original English language.
f. The legal name of the Lender is Liberty Coin Network Corporation, a for-profit corporation duly authorized and incorporated under the laws of Nevis, West Indies.
18. Force Majeure.
We shall not be liable for delays, failure in performance or interruption of service or delay in initiating or finalizing NFT or Liberty Coin award, purchase, financing or sale transactions or use of the Liberty Coin Network which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, health crisis, infection, virus, pandemic, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of this Agreement.
19. Communication.
All communication between Award Recipient and Lender regarding this Agreement shall be made by emailing to [email protected] or contacting 775.295.5482.
20. E-Sign and Communications Disclosure.
This policy describes how Liberty Coin Network on behalf of Lender delivers communications to you electronically, and may amend this policy at any time by providing a revised version on the Liberty Coin Network Site. The revised version will be effective at the time Liberty Coin Network posts it.
a. Electronic Delivery of Communications: You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Liberty Coin Network Account and your use of Liberty Coin Network services. Communications include the following.
i. Terms of use and policies you agree to in this Agreement, the Liberty Coin Network Membership Agreement, the Liberty Coin Purchase, Sale and Use Agreement, the Liberty Coin Collateralization Agreement, the Liberty Coin Financing Agreement, and the Liberty Coin Privacy Agreement, including updates to these agreements and all information contained within the Liberty Coin Network Site and Award Recipient’s Liberty Coin Network Account and NFT Site;
ii. Liberty Coin Network Account details, history, transaction receipts, confirmations, ownership ledgers, and any other account, financing or transaction information;
iii. Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
iv. Responses to claims or customer support inquiries filed in connection with your Liberty Coin Network Account.
We will provide these Communications to you by posting them on the Liberty Coin Network Site, emailing them to you at the primary email address listed in your Liberty Coin Network Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
b. Hardware and Software Requirements: In order to access and retain electronic Communications, you will need the following computer hardware and software:
i. A device with an Internet connection;
ii. A current web browser that includes 128-bit encryption with cookies enabled;
iii. A valid email address (your primary email address on file with Liberty Coin Network; and
iv. Sufficient storage space to save past Communications or an installed printer to print them.
c. How to Withdraw Your Consent: You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. If you fail to provide information requested or if you withdraw your consent to receive Communications electronically, Liberty Coin Network reserves the right to immediately close your Liberty Coin Network Account.
d. Updating Your Information: It is your responsibility to provide us with your true, accurate and complete e-mail address and contact information, and to keep such information up to date in Liberty Coin Network Account. You understand and agree that if Liberty Coin Network sends you electronic Communications but you do not receive them because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Liberty Coin Network will be deemed to have provided the Communications to you. You may update your email and contact information using your online Liberty Coin Network Account or by contacting our support team at [email protected].
21. Miscellaneous.
a. Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by Award Recipient without the prior written consent of Lender and Liberty Coin Network. Lender reserves the right to assign our rights without restriction, including without limitation to any Lender or Liberty Coin Network affiliates or subsidiaries, or to any successor in interest of any business associated with the Lender or Liberty Coin Network. Any attempted transfer or assignment in violation hereof shall be null and void and constitute a default.
b. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
Exhibit A
NOTE
As shown on Award Recipient‘s Liberty Coin Network Account, for value received Award Recipient hereby promises to pay to the order of Lender the aggregate unpaid Financing principal amount including all accrued interest, costs and fees of all Individual Credit Loans made to Award Recipient as shown in Award Recipient‘s Liberty Coin Network Account (“Note”).
The initial Individual Credit Loan, all subsequent Individual Credit Loans and all payments made on account of principal and interest, costs and fees as shown in Award Recipient‘s Liberty Coin Network Account (“Note Schedule”).
Award Recipient hereby expressly acknowledges and unconditionally agrees that the Note and Note Schedule including principal, interest, and other costs and fees payable or owed by Award Recipient to Lender shall at any point in time be equal to the principal and accrued interest, costs and fees shown in Award Recipient‘s Liberty Coin Network Account.
The Award Recipient further promises to pay to the order of the Lender interest on the principal sum from time to time outstanding at the interest rate as shown in Award Recipient‘s Liberty Coin Network Account; and after maturity until paid in full an additional Default Interest Rate payable on demand.
This Note and Note Schedule evidences indebtedness incurred under this Agreement, to which reference is hereby made for a statement of the terms and provisions, including those under which this Note may be paid prior to its due date or its due date accelerated in the event of default.
The Note shall be payable to the order of Lender for each Individual Credit Loan extended to Award Recipient as set forth in the Note Schedule. The aggregate unpaid principal amount set forth in Award Recipient’s Liberty Coin Network Account shall be presumptive evidence of the principal amount owing and unpaid on this Note. The failure to record the date and amount of any Individual Credit Loan in the Liberty Coin Network Account, or any recording errors thereof shall not, however, limit or otherwise affect the obligations of Award Recipient under this Agreement or under this Note to repay the principal amount of the loans, together with all interest, costs and fees as shown in Award Recipient’s Liberty Coin Network Account.
