Terms and Conditions:
Frequently Asked Questions:
TERMS AND RULES
(the “Terms” or the “Terms and Rules” )
1. LICENSE TO USE THE SERVICES.
1.1. Subject to these Terms and Conditions, we grant you an individual, non-exclusive, non-transferable, revocable license to use the Services in such form as they may exist from time to time and as set forth in applicable schedules and in these Terms and Conditions. The term “Services” is defined as the aggregate or the sum of all our business activities, or also parts of our business activities. Our business activities may change from time to time or be amended or modified. The term “Services” expressly also includes any business that you may be doing with us. See section 5 or additional information on the term “Services”.
1.2. You shall obtain at your own expense all licences, permits, and consents that may be necessary for the use of the Services.
1.3. We in no way shall be made responsible for your, the User’s, failure to obtain all licences, permits, and consents that may be necessary for the use of the Services.
2. ACCESS TO THE SERVICES.
2.1. You may not access or use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where: 2.1.1. your access or use of our Services would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory organization; or 2.1.2. we have determined, at our sole discretion, to prohibit access or use of the Services. 2.1.3. you are in any way adversely affected, excluded or prohibited to participate in or to use the Services by any section of these “Terms and Rules or “Terms and Conditions”.
2.2. In accordance with section 4, we may implement certain controls to restrict or deny access to our Services from any jurisdiction where access is prohibited.
2.3. You agree that you will comply with this clause, even if our methods to prevent access or use of our Services are not effective or able to be bypassed.
3. GLOBAL RULE.
The Terms and Conditions have worldwide validity, with no exception.
4. ALL PERSONS EXCLUDED IF NOT ACCREDITED INVESTOR.
All persons are excluded from using the Services, and from buying, selling and trading any of our services or products, if such a person is not an “Accredited Investor” as defined in applicable legislation of the United States, Canada or other countries. Canadian persons, who ignore this prohibition (even if done without intent), are fully responsible for any consequences or losses. Persons, who cause us harm, losses or other damages, will be held responsible, and we will seek punitive and actual damage compensation. This rule to exclude anyone but “Accredited Investors” from the Services applies to all countries and nationalities.
5. THE SERVICES.
5.1. We in accordance with applicable laws are active in the business activities described in general terms on the website https://aureus.nummus.gold, which includes also from time to time the purchase or sale or distribution of the Aureus Nummus Gold token, a digital token designed among other to function as a cryptocurrency as described on the website https://aureus.nummus.gold (the “Service” or the “Service“). The term ‘Services’ also includes without limitations the selling and buying of shares, bonds and the Aureus Nummus Gold on this Website, as well outside this Website. The Service enables its Users an option to transfer fiat payments, cryptocurrencies and precious metals and other as consideration for the purchase of the Aureus Nummus Gold digital coins, shares or bonds. 5.2. The Service includes as well as an option to maker fiat payments, by using the User’s existing credit card or debit card (as available and applicable), as well as in consideration for certain precious metals at our discretion. 5.3. The online payment processing facility are owned and administered by Aureus Nummus Management Corporation, a Canadian company. Payments received for or made for in connection with the Aureus Nummus Gold, will remain with Aureus Nummus Management Corporation. 5.4. By accepting these Terms and Conditions, you represent that any and all information you provide us through the Service is true and accurate. Any false or fraudulent information and/or use of Service is prohibited. 5.5. The Sell Service (i.e., sale of the Aureus Nummus Gold digital, tokenized bonds or tokenized shares: After we will have inspected the records of the applicable User’s transaction and the information of the applicable blockchain, we shall have the absolute and full right to cancel any User’s transaction at any time, at its sole discretion. In the event that prior to such cancellation a payment in whatever form has already been transferred by User to us, we shall make commercially reasonable efforts to ensure that a refund to User is provided, to the wallet address provided by User in advance (if applicable) (“Refund Wallet Address“), less any applicable blockchain transaction fees, or other transaction fees. User acknowledges and agrees that time shall not be of the essence for the purposes hereof and we do not warrant or guarantee timely delivery and shall not be liable to User for any delays in providing the refund. If the credit of User’s credit or debit card is refused by the bank, and the fiat consideration is transferred back to the User, it is the absolute and exclusive responsibility of User (and in no situation our responsibility) to communicate with User’s bank or other User’s institution in connection with an alternative mechanism to transfer the fiat consideration to User. In no event shall User be entitled to receive back the cryptocurrency, shares or bonds in that case, because we cannot constantly cancel or restore transactions. User has to make in that case alternative arrangements to receive the funds. 5.6. PLEASE READ CAREFULLY: YOU, THE USER, HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICE IS INTENDED FOR TRANSFERRING FIAT PAYMENTS, CRYPTOCURRENCIES, PRECIOUS METALS OR OTHER MEANS AND FORMS OF PAYMENTS AS
CONSIDERATION FOR THE PURCHASE OF ONE OR MORE UNITS OF THE AUREUS NUMMUS GOLD DIGITAL COIN. WE ARE NOT THE OPERATOR OF SUCH TRANSFER SERVICES, NOR ARE WE THE PROVIDER OF ANY GOODS OR SERVICES (INCLUDING CRYPTOCURRENCIES, COMMODITIES, BONDS OR OTHER (DIGITAL) ASSETS) NOT EXPLICITLY MENTIONED ON THIS WEBSITE. WE ARE NOT IN ANY WAY RESPONSIBLE FOR THE CONDUCT OR BEHAVIOUR OF ANY THIRD PARTY OR OTHER THIRD-PARTY SERVICES OR ANY USERS OF THE SERVICE, WE ARE NOT RESPONSIBLE OR INVOLVED IN ANY WAY WITH ANY TRANSACTION OR TRANSFER OF ANY RIGHT TO, OR LEGAL OWNERSHIP OF, ANY CRYPTOCURRENCY OR FIAT CONSIDERATION OR OTHER ASSETS PROCESSED AND HANDLED BY THIRD PARTIES. WE ARE NOT RESPONSIBLE NOR LIABLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM YOUR OR ANY OTHER USERS’ USE OF THE SERVICE, ANY EXCHANGES OR THIRD-PARTY SERVICES. WE ARE NOT RESPONSIBLE FOR ANY SUBSEQUENT USE OF ANY MONEYS OR CRYPTOCURRENCIES DEPOSITED AND/OR TRANSFERRED BY YOU THROUGH ANY THIRD PARTIES, INCLUDING FOR ANY THIRD-PARTY CONTENT DISPLAYED, MAINTAINED, TRANSMITTED OR LINKED BY OR IN CONNECTION WITH THE SERVICE. WE DO NOT IN ANY WAY ENDORSE ANY APPLICATION, PRODUCT, GOOD, SERVICE OR ADVERTISEMENT WHICH MAY BE MENTIONED OR OTHERWISE PRESENTED OR LINKED ON, THROUGH AND/OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR ANY EXCHANGE, THIRD PARTY SERVICES AND/OR CRYPTOCURRENCY. WE WILL NOT BE RESPONSIBLE FOR THE CONTENT, EXCHANGE RATE, QUALITY, RELIABILITY, USABILITY, OR THE LEVEL OF QUALITY AND ACCURACY PROVIDED BY SERVICE AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY GOODS OR SERVICES OFFERED BY AND/OR THROUGH US, INCLUDING BY OTHER USERS OF THE SERVICE. YOU, THE USER, HEREBY ACKNOWLEDGE AND AGREE THAT: WE ARE NOT IN ANY WAY RESPONSIBLE FOR THE CONDUCT OR BEHAVIOUR OF ANY THIRD PARTY OR OTHER THIRD-PARTY SERVICES OR ANY USERS OF THE SERVICE, NOR ARE WE RESPONSIBLE OR INVOLVED IN ANY WAY WITH ANY TRANSACTION OR TRANSFER OF ANY RIGHT TO, OR LEGAL OWNERSHIP OF, ANY CRYPTOCURRENCY OR FIAT CONSIDERATION WHATSOEVER. WE SHALL NOT BE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM YOUR OR ANY OTHER USERS’ USE OF THE SERVICE, ANY EXCHANGES AND/OR THIRD-PARTY SERVICES, AND/OR FOR ANY SUBSEQUENT USE OF ANY MONEYS OR CRYPTOCURRENCIES DEPOSITED AND/OR TRANSFERRED BY YOU THROUGH THE SERVICE, INCLUDING FOR ANY THIRD-PARTY CONTENT DISPLAYED, MAINTAINED, TRANSMITTED OR LINKED BY OR IN CONNECTION WITH THE SERVICE. WE DO NOT IN ANY WAY ENDORSE ANY APPLICATION, PRODUCT, GOOD, SERVICE OR ADVERTISEMENT WHICH MAY BE MENTIONED OR OTHERWISE PRESENTED OR LINKED ON, THROUGH AND/OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR ANY EXCHANGE, THIRD PARTY SERVICES AND/OR CRYPTOCURRENCY. WE SHALL NOT BE RESPONSIBLE FOR THE CONTENT, EXCHANGE RATE, QUALITY, RELIABILITY, USABILITY, OR THE LEVEL OF SERVICE PROVIDED BY PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY GOODS OR SERVICES OFFERED BY AND/OR THROUGH SIMPLEXX, INCLUDING BY OTHER USERS OF THE SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT INVESTING INTO DIGITAL ASSETS, SUCH AS THE AUREUS NUMMUS GOLD AND OTHER DIGITAL TOKENS IS HIGHLY SPECULATIVE AND RISKY AND THAT YOU MAY LOSE YOUR ENTIRE INVESTMENT. YOU ACKNOWLEDGE AND AGREE THAT INVESTING INTO ASSETS, SUCH AS BONDS OR SHARES IS HIGHLY SPECULATIVE AND RISKY AND THAT YOU MAY LOSE YOUR ENTIRE INVESTMENT. YOU ACKNOWLEDGE AND AGREE THAT INVESTING INTO TOKENIZED SECURITIES, OR THE AUREUS NUMMUS GOLD IS HIGHLY SPECULATIVE AND RISKY AND THAT YOU MAY LOSE YOUR ENTIRE INVESTMENT.
6. YOUR USE OF THE SERVICES.
6.1. You must not use our Services: 6.1.1. in any way that breaches any law, rule, decision, judgment or regulation, or that has any unlawful or immoral purpose or effect; 6.1.2. to transmit, or procure the sending of any unsolicited or unauthorized advertising, promotional material or similar communications; 6.1.3. to send, knowingly receive, upload, download, publish, post, distribute, disseminate, transmit, use or re-use any material or information which is inaccurate, illegal, defamatory, libellous, obscene, offensive, abusive, hurtful, hateful, threatening, inflammatory, harmful, infringing, pornographic, discriminatory, indecent, unsolicited, unauthorized, unlawful, objectionable or which may expose you or us to legal action or damage of reputation; or 6.1.4. to threaten, harass, stalk, abuse, disrupt others, or otherwise violate the rights of others. 6.2. You also agree not to: 6.2.1. advertise or sell any goods or services to other users of the Services or to benefit commercially from its content; or 6.2.2. access without authority, interfere with, damage or disrupt, any part of our Services; any equipment or network on which our Service is stored; any software used in the provision of our Services; or any equipment, network or software owned or used by any third party. 6.3. When you are asked to provide information in connection with our Services, you agree to provide true, accurate, current and complete details. It may not be possible to provide you with the relevant access, Services or information you require if you do not provide the minimum mandatory information requested. 6.4. Except as expressly permitted in relation to a particular Service you shall not: 6.4.1. copy, modify, reverse engineer, reverse assemble or reverse compile or store the Services or any part thereof; 6.4.2. license, sublicense, transfer, sell, resell, publish, reproduce, and/or otherwise redistribute the Services or any components thereof in any manner (including, but not limited to, via or as part of any internet site); 6.4.3. use the Services as part of your intranet or other internal network; or 6.4.4. create archival or derivative works based on the Services or any portion thereof. You shall take all precautions that are reasonably necessary to prevent any unauthorized distribution or redistribution of the Services. 6.5. You agree that you will not provide access to the Services or any portion thereof to any person, firm or entity other than an individual or entity (“an Authorized Third Party”) expressly allowed by us. You shall ensure that any Authorized Third Party complies with the terms and conditions of these Terms and Conditions, and you shall remain responsible for such compliance. You shall be liable to us for the actions of any authorized Third Party. 6.6. Your use of the Services is entirely and with no exception whatsoever at your own risk. 6.7. You understand, acknowledge and accept that we make no warranty whatsoever, express or implied, to you as to the Services, and that
the Services are provided to you “as is” and you use them at your sole risk. 6.8. We expressly disclaim any implied warranties or merchantability or fitness for a specific purpose in relation to the Services. 6.9. You acknowledge and agree that: 6.9.1. You are solely responsible for evaluating the accuracy, timeliness, and completeness of any and all information provided to you via the Services; 6.9.2. You have made your own decision that the Services, and these Terms and Conditions are suitable for and acceptable to you and you have not relied on any other statement, representation or warranty that we or our affiliates or third-party providers have made in making your decision. 6.9.3. Neither the Services or information provided to you through the Services are intended as investment, financial, tax, accounting or legal advice. A reference to a particular product in the Services is not a recommendation to buy, sell or hold such product or to make any other investment decision. We are not offering any advice in this regard and you agree that your use of the Services and any decisions that you make in reliance on information contained within the Services are made at your own risk. 6.9.4. By accessing the and utilizing Services in any way, you represent that you understand the inherent risks associated with the bond and stock market, the tokenized securities, cryptographic tokens, digital assets, digital ledger technology and blockchain-based software systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens and its underlying technology, such as the Aureus Nummus and blockchain-based software systems. 6.9.5. The Services may be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit our ability to continue to develop, or which could impede or limit your ability to access or use the the Services. 6.9.6. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Platform and the Services, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, we intend to update the protocol underlying the Services to account for any advances in cryptography and to incorporate additional security measures, but do not guarantee or otherwise represent full security of the system. By using the Services, you acknowledge these inherent risks. 6.9.7. You acknowledge that Aureus Nummus and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the blockchain. You acknowledge these risks and represent that we cannot be held liable for such fluctuations or increased costs. 6.9.8. The Service provide links to other internet or accessible sites, applications or resources. Because we have no control over such sites, applications and resources, you acknowledge and agree that we are not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Simplexx shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. 6.10. You represent and warrant that: 6.10.1. you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and Conditions and to abide by and comply with these Terms and Conditions. 6.10.2. you are of the legal age of majority in your jurisdiction as is required to access the Services and enter into arrangements as provided by the Services. You further represent that you are otherwise legally permitted to use the Services in your jurisdiction including owning cryptographic tokens of value, and interacting with the Services in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable in any way for your compliance with such laws.
7. USER REPRESENTATIONS AND USER OBLIGATIONS.
Your use of the Service (or any part thereof) is dependent on the fact that you hereby unconditionally represent and warrant and undertake that: 7.1. The execution of the Terms and Conditions does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject; 7.2. You will not infringe or violate any of the Terms and Conditions; 7.3. You possess the legal authority to enter into these Terms and Conditions and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms and Conditions, and to fully perform your obligations hereunder; 7.4. If you connect to, access or use the Service on behalf of an entity or any Third Party, you represent and warrant that you are duly authorized under any applicable law to represent such entity or third party in connection with these Terms and Conditions and to commit it to be bound by these Terms and Conditions, and hereby make all representations and warranties herein on both your and its behalf; 7.5. You possess the knowledge and judgment necessary to decide whether to use the Service or otherwise engage with other Users of the Service; 7.6. You acknowledge that you are solely responsible for complying with applicable laws regarding use of the Service, or any other interaction and/or transaction you make through or in connection with the Service, including the determination of whether a transaction made through or following your use of the Service complies with the terms of the jurisdictions and laws applicable to you and all other parties of your engagement; 7.7. You will not rely on us and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any goods, services, information or content that may be available to you in connection with the Aureus Nummus Gold, or securities of the company Aureus Nummus Management Corporation; 7.8. You will obtain appropriate professional advice (including legal, accounting, commercial and any other advice) to protect your interests before engaging in any matter in which you may benefit from such advice. You will obtain appropriate professional advice (including legal, accounting, commercial and any other advice) to protect your interests before using the Services. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and us or any other Users, unless you and any such User specifically agree otherwise, and that you may not solely or fundamentally rely on any information, content or any features you find on or through the Service; 7.9. You acknowledge that there are risks in using the Service and/or connecting and/or dealing with other Users and/or any Exchange, through or in connection with Service, and that we cannot and do not guarantee any specific outcomes from such use, interactions and/or transactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such use, interactions and/or transactions. Such risks may include, among others, misrepresentation of information about and/or by any Third Party, goods, services and/or other Users, breach of warranty and/or contract, violation of rights and any consequent claims. 7.10. You are entirely responsible to provide us with an appropriate Refund Wallet Address or bank account (if applicable). 7.11. You are aware of the risks involved with investing in and trading in digital assets, as among other described in this Web Site, any subscription agreements, and any private or public offering documents. You are aware that investing into the Aureus Nummus Gold digital coins or into the securities of Aureus Nummus Management Corporation is highly speculative and risky and that investors and Users may lose their entire investment. 7.12. You are aware and agree that the objectives of the Aureus Nummus digital token, that are among other the creation a stable digital currency and payment system, may not be reached and may be subject to substantial variations. 7.13. You are aware and agree that the images of the Aureus Nummus coins used in the websites https://aureus.nummus.gold, https://www.an.gold and https://www. simplexx.uk are symbolic in nature and do not exist at this time. A version of these coins may be in preparation for minting and sale at an unknown date in the future. 7.14. You are aware and agree that throughout the websites https://aureus.nummus.gold, https://www.an.gold and https://www. simplexx.uk images and videos are used which are symbolic in nature and may not reflect reality. 7.15. You are aware and agree that we run a gold backing program for the Aureus Nummus Gold. 7.16. You are aware that a maximum number of 54.21 trillion coins (“the Public Coins”) is available for sale and stored in one or more safe wallets, and that no more Aureus Nummus coins will be made available. You are aware that a maximum number of 5.89 trillion coins (the “Private Coins”) has been set aside to be used for R&D and financing the operating and other business costs., as well as development expenses You are aware that the Private Coins do not require gold backing, and may be sold in order to generate cash flow for the purpose of financing the business needs and to cover expenses of the development of the Aureus Nummus Gold.
You are aware of and agree unconditionally to the following important facts and conditions:
a. The symbol of the Aureus Nummus Gold is ANG. The terms “Aureus Nummus Gold”, “Aureus Nummus” and “ANG” or “ANGs” for plural, are used interchangeably throughout this website and the respective authorized publications.
b. The Smart Contract address of the Aureus Nummus Gold is 0x130914E1B240a7F4c5D460B7d3a2Fd3846b576fa.
c. The smart contract can be verified here: https://etherscan.io/token/0x130914E1B240a7F4c5D460B7d3a2Fd3846b576fa
d. The token administrator (“administrator”) is Aureus Nummus Gold Switzerland AG (Switzerland). The token administrator manages the overall development and business of the Aureus Nummus Gold token.
e. The technical developer is Quantum Computing Labs Corporation (Canada).
f. We and the Administrator provide their services on a best effort basis, subject to legal regulations and subject to Force Majeure.
g. Please take note that since 2019 Canadian Persons are excluded from buying any securities or the Aureus Nummus Gold or any other crypto token from us. “Canadian Person” means any legal or natural person, which resides in Canada or which has his/her/its habitual presence in Canada. Canadian Person means also any person who is a national or resident of Canada, any corporation, partnership, or other entity created or organized in or under the laws of Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to Canadian Federal income taxation, regardless of its source (other than any non-Canadian branch of any Canadian Person), and shall include any Canadian branch of a person other than a Canadian Person. Please note that this is NOT an order imposed on us by any authority, but simply our own decision. This decision has been made by our directors with the objective to protect the Company, its clients, its employees and its related parties against possible negative consequences from having to maneuver in a constantly changing legal landscape regarding cryptocurrencies and related securities. As soon as a firm and above all reliable set of rules and laws will exist in Canada, we will open the sale of our services and products also to Canadian Persons in accordance with the law. A potential buying opportunity for Canadian Persons are the secondary markets. There are secondary markets over which we have no control; therefore Canadian Persons potentially can purchase on these secondary markets our securities or the Aureus Nummus Gold, if permitted by law. Examples of these secondary markets are potentially the Probit Exchange, the Uniswap Exchange, the Vienna Stock Exchange and other exchanges mentioned on our website. Please note that potential buyers and investors on secondary markets are fully and solely responsible for the compliance with any laws. We decline any responsibility for buying, selling and trading activities on secondary markets.
h. Since 01 October 2021 United States Persons are excluded from buying any securities or the Aureus Nummus Gold or any other crypto token from us. “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the United States Securities Act. Please note that this is NOT an order imposed on us by any authority, but simply our own decision. This decision has been made by our directors with the objective to protect the Company, its clients, its employees and its related parties against possible negative consequences from having to maneuver in a constantly changing legal landscape regarding cryptocurrencies and related securities. As soon as a firm and above all reliable set of rules and laws will exist in the United States, we will open the sale of our services and products also to United States Persons. A potential buying opportunity for United States Persons are the secondary markets. There are secondary markets over which we have no control; therefore Canadian Persons or United States Persons potentially can purchase on these secondary markets our securities or the Aureus Nummus Gold, if permitted by law. Examples of these secondary markets would be Probit Exchange, Uniswap Exchange, the Vienna Stock Exchange and other exchanges mentioned here on this website. Please note that potential buyers and investors on secondary markets are fully and solely responsible for the compliance with any laws. We decline any responsibility for buying, selling and trading activities on secondary markets.
i. The Aureus Nummus Gold is a digital currency based on almost 1:1 allocated physical gold or gold equivalent, based on the current exchange rate. Gold bullion are gold bars with a minimum gold grade of 99% or 24 Karat.
j. On the website and other publications, the term “gold equivalent” is used. “Gold equivalent” means and refers to all other assets that represent physical gold, either through certificates or shares or other financial
k. “Allocated gold” means that for each Public Coin (public ANG), that go into public circulation, the equivalent amount of gold bullion or gold equivalent will be put into a trust or brokerage account (depending on the market
l. Aureus Nummus Gold digital coins are in “public circulation”, when they are owned by someone else than the token issuer or the token administrator. The only Aureus Nummus Gold that are permitted into public circulation are
Aureus Nummus Gold that are fully backed by gold, with exception of the Private Coins.
m. The gold or gold equivalent, which is held in reserve in an account to back the value of the ANG forms part of the assets of Aureus Nummus Gold Switzerland AG.
n. The ANG is completely decentralized and based on the distributed ledger technology and the ERC20 standard. It exists independent and separate from Aureus, or any of the entities mentioned in here.
o. The ANG has a permanently fixed supply of 60 trillion. No new ANG can be created or added.
p. The ownership of Aureus Nummus Gold does not grant any rights in (1) a company, (2) securities, (3) dividends, (4) profits and losses. There are no exceptions to this rule.
q. The holders of Aureus Nummus Gold do not have management rights. The holders of Aureus Nummus Gold do not have voting rights. There are no exceptions to this rule.
r. The Aureus Nummus Gold is freely tradable. There are no restrictions regarding transfer, use and ownership, except for applicable law. You are solely responsible for compliance with any applicable law.
s. Neither ANG nor Aureus provide agent, wallet, payment or exchange services.
t. The price of the Aureus Nummus Gold may fluctuate on the various currency and crypto exchanges and the secondary market in general.
u. We are not an exchange.
v. Public Coins and Private Coins:
- Public Coins (or public Aureus Nummus Gold) are those tokens that are sold to the public or to qualifying individuals (subject to applicable law).
- Private Coins (or private Aureus Nummus Gold) are those assigned to the token issuer.
- There is a total of 60 trillion Aureus Nummus Gold digital coins available. This amount consists of 5.89 trillion Private Coins (or private Aureus Nummus Gold) and 54.11 trillion Public Coins (or public Aureus Nummus Gold).
- Private Coins may be sold to cover development and operating costs.
w. The administrator has unlimited power and discretion for management decisions, which are deemed necessary and in the best interest of the development of the ANG.
x. The gold backing is based on the at the moment of the transaction existing exchange rates.
y. Buy-back of ANG: Holders of ANG may request from Simplexx Ltd or Aureus Nummus Management Corporation an exchange of their ANG into gold or gold equivalent. After receiving a client request, Simplexx Ltd or Aureus Nummus Gold Switzerland AG or Aureus Nummus Management Corporation will convert the ANG into gold or gold equivalent by deducting a discount of 0.5%. Freight and courier costs and applicable taxes (if any) may be deducted as well. Should other costs incur because of special client wishes, the client will be properly informed, and the permission of the client shall be obtained. Simplexx Ltd or Aureus Nummus Management Corporation may consider and decide to refuse the exchange of Aureus Nummus Gold into gold or other commodities if : (1) we suspect or become aware that unlawful activities are involved, (2) the purpose of the proposed conversion is speculation with the objective to improperly influence the market and its orderly functioning, (3) force majeure as defined under Canadian law, (4) severe market or corporate disturbances or large fluctuations in value that pose a threat to corporate or market liquidity, (5) the ANGs have not been bought directly from Aureus Nummus Management Corporation or are not backed buy gold, (6) court orders, (7) the ANGs have been received by the vendor for free through a bounty program or through another marketing program.
z. The buy-back of the Aureus Nummus Gold may be managed by other third parties, as we deem necessary.
7.17. You are aware that the Aureus Nummus digital coin is not legal tender, conceptual in nature and in development. You therefore are aware of the high speculative risk associated with it.
7.18. You are aware that the legal landscape in regards to cryptocurrencies and in regards to the blockchain technology is subject to ongoing change and that the ANG may be classified as a security one day in one or more jurisdictions, even if JTF has undertaken all reasonable efforts that a classification as security be avoided. You unconditionally agree to not sue us if such a reclassification into a security should happen.
7.19. You are aware and agree that the information contained on and in this web site, and its documents, related social media accounts, and other related information may contain unintentional errors for which no liability whatsoever is accepted; we cannot be held liable for these errors and decline any responsibility. However, every reasonable effort will be made, upon discovery of such an unintentional error, to correct those unintentional errors as soon as possible.
7.20. You are aware and agree that despite best efforts we are not able to be up to date regarding all laws in all countries regarding cryptocurrencies in general and the tokenized securities and the Aureus Nummus Gold digital token in particular. You are aware and unconditionally agree that you will comply with all laws and regulations in your country of residence regarding cryptocurrencies in general and the Aureus Nummus Gold digital token in particular and you are aware and unconditionally agree that you will not use the Services if such use contravenes, infringes or breaks any laws, regulations or orders issued by authorities in your country of residence.
7.21. You are aware and agree that we may change the Terms and Conditions anytime in order to respond to changed market circumstances and other (business) needs.
7.22. You agree that you release and forever discharge (the “Release”) us, the companies included in the abbreviation JTF, their affiliates, successors and assigns, officers, employees, representatives, partners, agents and anyone claiming through them (collectively, the “Released Parties”), in their individual and/or corporate capacities from any and all claims, liabilities, obligations, promises, agreements, disputes, demands, damages, causes of action of any nature and kind, known or unknown, which you have or ever had or may in the future have against Aureus or any of the Released Parties arising out of or relating to in whatever form to the Aureus Nummus digital coin. This Release shall be binding upon and inure to the benefit of the parties and their respective heirs, administrators, personal representatives, executors, successors and assigns.
IF YOU DO NOT AGREE YOU MUST STOP USING OUR SERVICES IMMEDIATELY. IF YOU DO NOT AGREE YOU MUST STOP OWNING, BUYING AND SELLING AND USING THE AUREUS NUMMUS GOLD, AND ANY SECURITIES OF THE COMPANY AUREUS NUMMUS MANAGEMENT CORPORATION IMMEDIATELY AND YOU MUST LEAVE THIS WEBSITE IMMEDIATELY.
The term “immediately” in that connection means a time period not surpassing 60 minutes, with no exception permitted.
7.23. Gold ownership: Gold is acquired by Aureus Nummus Management Corporation or its appointed representatives through the sale of Public Coins. This gold is NOT owned by the holders of Public Coins, nor by the Holders of Private Coins. The gold is part of the assets of the company Aureus Nummus Management Corporation. The Private Coins do not require to be backed by gold, as these proceeds are necessary to finance the operation and development of the Aureus Nummus Gold. However Aureus Nummus Management Corporation will undertake on a best effort basis to acquire gold below the world market price in order to make up for the gap caused by the Private Coins. On the other side the holders of Private Coins will make sure that any sale of the Private Coins will be done in a responsible way that does not influence the market price of the Aureus Nummus Gold with substantial changes. A “substantial change” is herewith defined as an immediate and sudden drop in market value of more than 10% directly and exclusively caused by the sale of Private Coins.
8. USE RESTRICTIONS.
There are certain conducts which are strictly prohibited on and/or with respect to the Service. Please read the following restrictions carefully. Your failure to comply with the provisions hereunder will result in the immediate termination of your access to the Service and may expose you to civil and/or criminal liability. You may not, whether by yourself or anyone on your behalf: (i) copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on the Service, including any information, material and data available on the Service (collectively, the “Content“) in any way, or publicly display, perform, or distribute the Content, without our prior written consent; (ii) copy, modify, create derivative works of, reverse engineer, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble the Service (or any part thereof), and/or permit others thereto; (iii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Simplexx’s prior written consent; (iv) create a browser or border environment around the Service and/or Content, link, including in-line linking, to elements on the Service, such as images, posters and videos, and/or frame or mirror any part of the Service, unless as expressly permitted hereunder; (v) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (vi) defame, abuse, harass, stalk, threaten and/or violate in any way the legal rights of others; (vii) use and/or display the Service (or any part thereof) on and/or with respect to any good or service, which in itself and/or which contains any information or content that may be considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behaviour, promoting the tobacco industry or the armaments industry, obscene, defamatory, libellous, or racially, sexually, religiously, or otherwise objectionable, offensive and/or violating in any way the legal rights of others, and/or where presence of the Content or any reference to Simplexx and/or the Service might be perceived as damaging to Simplexx’s reputation and goodwill or actually bring Simplexx into disrepute; (viii) transmit, distribute, display or otherwise make available through or in connection with the Service any content, which may infringe Third Party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content; (ix) impersonate any person or entity or provide false information on the Service, whether directly or indirectly; (x) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we or Simplexx or any Third Party endorses you, your business, or any statement you make, or present false or inaccurate information about and/or through the Service; (xi) transmit or otherwise make available in connection with the Service, and/or use the Service to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (xii) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (xiii) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or Service; (xiv) use the Service for and/or in connection with any form of spam, unsolicited mail or similar conduct; (xv) create a database by systematically downloading and storing all or any of the Content, or forward any data generated from the Service without the prior written consent of Simplexx; (xvi) bypass any measures which may be used to prevent or restrict access to the Service and/or certain functionalities therein; (xvii) use the Content and/or the Service for any illegal, immoral or unauthorized purpose; (xviii) use the Service and/or the Content for non-personal or commercial purposes without our prior express written authorization; or (xix) infringe or violate any of these Terms and Conditions.
9. LIMITATION OF LIABILITY & INDEMNITY.
9.1. Except as otherwise required by applicable law, neither we, nor our affiliates, respective directors, officers, shareholders or employees, or agents accept any responsibility and shall not be liable for any and all losses or damages whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with: 9.1.1. use of or reliance on any information, opinions, content and/or material held on this Platform or made available in connection with the Platform and/or the Services; or 9.1.2. interruption or delay in access, use of, or inability to use or access, line or system failure in connection with, or security threat relating to, the Platform and/or the Services, including but not limited to: special, indirect, incidental, punitive or consequential damages, loss of profits, sales, business, or revenue; loss of data; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; wasted management time; or any indirect or consequential loss or damage. 9.2. Except as otherwise required by applicable law, we will not be liable for any loss or damage caused to your information technology, devices, computer programmes, platform, data or other proprietary material arising in connection with your use of this Platform and/or the Services. 9.3. To the fullest extent permitted by law, you agree to indemnify and hold harmless Aureus and Simplexx, its affiliates and respective officers, agents, and employees from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) resulting from or arising out of your, or any agent acting on your behalf, use of the Platform or the Services or arising out of any failure by you or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by you or such agent of any information or images provided on the Platform or through the Services. 9.4. Notwithstanding anything to the contrary in these Terms and Conditions, in the event that we are determined to be liable to you for any cause, you expressly agree that in entering into these Terms and Conditions, our and Aureus’ aggregate liability, for any damages or losses under all causes of action, will not exceed the greater of: (i) ten thousand USD ($10,000); or (ii) fees paid and payable by you to us under these Terms and Conditions for relevant Services for the three (3) months prior to the date upon which such liability is alleged to have arisen. 9.5. Neither we, nor our affiliates, Third Party providers or respective directors, managers, officers, shareholders, employees or agents make any warranty with respect to, and no such party shall have any liability to you for: 9.5.1. The accuracy, adequacy, timeliness, completeness, reliability, performance or continued availability of the Platform and/or Services; or, 9.5.2. Delays, omissions or interruptions to the Platform and/or Services; 9.5.3. Unintended errors and omissions. 9.6. We have not verified, monitored, reviewed or authenticated in whole or in part the information and materials which comprise the Platform and the Services which may include inaccuracies or typographical or other errors. 9.7. You, the User, agree to release Aureus from any and all liabilities and responsibilities, whatever they may be, and however they may come up.
10. FORWARD LOOKING STATEMENTS.
10.1. Certain statements on the Platform may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act or similar applicable regulation in Switzerland or Canada or elsewhere. In some cases, these statements are identifiable by use of forward-looking words such as “may,” “strive”‘, “envision”, “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. Such forward-looking statements which are subject to known and unknown risks, uncertainties and assumptions about Simplexx, about Aureus, and about the Aureus Nummus digital token may include, but are not limited to, projections of future financial performance of relevant products based on our relevant strategies and anticipated trends in our business and industry, statements concerning Simplexx’ and Aureus’ plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are only predictions based on our current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, or performance to differ materially from those expressed or implied in such forward-looking statements. Factors that lead to Simplexx’ and/or Aureus’ performance to differ materially from current expectations include, but are not limited to: implementation of strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and market competition. These risks and uncertainties are not exhaustive and forward-looking statements are based on a number of assumptions that are subject to change. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results, level of activity, performance or achievements to differ materially from those contained in any forward-looking statements. Our inclusion of such projections in any report or document should not be regarded as a representation that the projections will prove to be correct. We do not assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of any report to conform our prior statements to actual results or revised expectations and we do not intend to do so. You must be aware and accept that an investment in the Aureus Nummus digital token is highly speculative in nature, and may result in the total loss of your investment.
11. VIRUSES AND DEFECTS.
11.1. We have taken appropriate steps to detect computer viruses but we cannot guarantee that our Platform and/or Services are free from malfunctions, defects, bugs and viruses; or that the Platform will operate correctly and as expected, at any given time. We shall not be liable for any loss or damage which occurs as a result of any virus, including without limitation any distributed denial-of- service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other materials. 11.2. You are responsible for configuring your information technology, devices, computer programmes and platform in order to access our Platform and Services and for protecting these with your own anti-virus software, firewalls and any other technical measures. We give no warranties as to the compatibility of our Platform and Services with your information technology, computer programmes and platform. 11.3. You must not misuse our Platform or Services by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, and/or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or which is otherwise malicious or technologically harmful.
12. INTELLECTUAL PROPERTY RIGHTS.
12.1. We are the owner of all intellectual property rights in the Platform and the Services, material published on the Platform and material made available through the Platform and Services, including, but not limited to, all proprietary data, information, content, data, symbology, software, technology, products and documentation. Those works are protected by copyright laws and other intellectual property rights. All such rights are reserved. The Service, the Content, our proprietary software and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property“), are owned and/or licensed by us, and are subject to copyright and other applicable intellectual property rights under United States and Canadian laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to our proprietary rights, including our Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms and Conditions. The companies covered by the abbreviation JTF and all logos and other proprietary identifiers used by JTF and its affiliates in connection with the Service (“Trademarks“) are all trademarks and/or trade names of the JTF companies, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on or with respect to the Service, including on or in connection with the Aureus Nummus digital token, or with the Exchange, belong to their respective owners (“Third Party Marks“). The Third Party Marks expressly include all marks and rights attributable in whatever form to Aureus. No right, license, or interest to our Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to JTF Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of JTF and/or its licensors and its affiliates, including copyright mark or trademark or contained in our Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of JTF’s marks and logos, whether registered or not. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Aureus Nummus’ marks and logos, whether registered or not. 12.2. Subject to the limited exceptions set out below, neither this Platform or the Services nor any part of them may be copied, reproduced, modified, publicly displayed, republished, distributed, extracted or reutilized in any form, without the prior written permission of us. Any breach of this restriction is strictly forbidden and shall cause us irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach by you may be enforced by us by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. Requests for permission should be sent to us via email at email@example.com. 12.3. You must not use any part of the material held on our Platform or made available through it for commercial or business purposes without obtaining a licence to do so from us. 12.4. If you print, copy or download any part of the material held on this Platform or made available through it in breach of these Terms and Conditions, your right to use this Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. 12.5. You acknowledge and agrees that all copyright and all other intellectual property rights subsisting in anything to which we have granted you a licence vests wholly and exclusively in the respective JTF companies. You hereby assign to JTF absolutely the entire copyright and all other intellectual property rights subsisting in any new intellectual property rights created whether in collaboration or otherwise with you, and all other rights of whatever nature whether now known or created in the future, to which you may be entitled by virtue of the prevailing law in force resultant on the existence of these Terms and Conditions.
13. TERMINATION OF LICENCE AND ACCESS RIGHTS.
13.1. These Terms and Conditions may be terminated by either us: 13.1.1. on thirty (30) days’ written notice to you or to the other Party, or by simple publication on this Website; or 13.1.2. immediately by notice in writing to the other Party if the other Party is in material breach of these Terms and Conditions and, to the extent that the breach is capable of remedy, that breach is not remedied by the other Party within ten (10) Business Days of it receiving notice from the first Party of the details of the breach and the first Party’s intention to terminate; or 13.1.3. in accordance with the terms of a Schedule to these Terms and Conditions. 13.2. These Terms and Conditions may be terminated by us on written notice at its sole, ultimate and immediate discretion. 13.3. Please see relevant Schedules for consequences of termination of these Terms and Conditions as appropriate. 13.4. The JTF companies have among each other certain service agreements that govern the Platforms and the Services and which may be terminated by resolution of its shareholders.
14. DISPUTE RESOLUTION.
14.1. You may commence arbitration against the us, relating to any dispute in respect of obligations or undertakings contained within these Terms and Conditions. However, by entering this Website and by starting to use the Services you have – in agreement with Section 1.1. – expressly agreed to not file and to not start litigation or other lawsuits against us and to not seek damages in whatever form, neither directly nor indirectly nor through Third Parties. 14.2. Where a Party fails to comply with this Clause, that Party accepts and subsequently releases the other Party from being bound by the dispute resolution procedure, as detailed below. 14.3. Disputes of Invoices. 14.3.1. Aureus Nummus Management Corporation manages the payment processing on the Platform. If you dispute the amount of any invoice, statement or otherwise as issued (‘Disputed Amount’), you herein acknowledge that you must notify Aureus Nummus Management Corporation in writing by sending an email to firstname.lastname@example.org before the date by which the Disputed Amount is payable, or where said payment has already been effected, as soon as is reasonably practicable where such time is not greater than two (2) Business Days. 14.3.2. If you fail to notify Aureus Nummus Management Corporation pursuant to this Clause, you hereby acknowledge and agree that notwithstanding the fact that the Disputed Amount remains disputed, that it shall be required to make payment in accordance with the ordinary payment terms. Upon finalizing the dispute, where the Disputed Amount is found to have been in excess of what was owing to Aureus Nummus Management Corporation, Aureus Nummus Management Corporation herein warrants that it shall remit or set-off any amount owing to you as soon as is reasonably practicable. 14.3.1. These stipulations also refer to amounts that Aureus Nummus Management Corporation has transferred to other receiving companies in its capacity as payment processor. 14.4. Procedure. 14.4.1. In the event a Party instigates a dispute: 188.8.131.52. that Party shall give written notice to the other Party nominating a representative to negotiate the dispute (‘Dispute Notice’); 184.108.40.206. within five (5) Business Days of receiving the Dispute Notice, the other Party will reply in writing nominating its
representative to negotiate the dispute (‘Dispute Reply’); 220.127.116.11. the representatives of the Parties shall use its best endeavours to negotiate and settle the dispute wherein if any settlement can be achieved, it should be recorded in writing and signed by both representatives wherein said signed agreement shall be deemed to be binding upon the Parties; 14.4.2. Where the dispute has not been resolved within ten (10) Business Days of the receipt of the Dispute Reply, the Parties shall undertake to use its best endeavours to negotiate for a process to resolve the dispute wherein said process is not arbitration or litigation; 14.4.3. Where twenty (20) Business Days has elapsed since receipt of the Dispute Reply and the negotiations for an alternative dispute resolution process have been unsuccessful, the Parties may engage in arbitration followed by litigation. 14.4.4. In the event of the negotiations for an alternative dispute resolution proving unsuccessful in accordance with Clause 12.4.3 the details of the dispute shall be referred to and finally resolved by arbitration under the ICC International Court of Arbitration – ICC Switzerland, which Rules are deemed to be incorporated by reference into this clause. 18.104.22.168. The number of arbitrators shall be three; 22.214.171.124. The seat, or legal place, of arbitration shall be the City of London; 126.96.36.199. The language to be used in the arbitral proceedings shall be English; and, 188.8.131.52. The governing law of the proceedings shall be the governing law of these Terms and Conditions, as appropriate. 14.4.5. Costs 184.108.40.206. Any and all costs incurred by a Party in bringing a dispute shall be borne by said Party, unless otherwise agreed during negotiations or ordered during arbitration or litigation.
15. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING FRAMEWORK.
15.1. General. 15.1.1. We take our obligations under relevant Anti- Money Laundering Legislation, Financial Crime Legislation, Terrorist Financing Legislation and Sanctions Legislation, rules, guidance and practice (“the Financial Crime Framework”) seriously and endeavour to align our operations with the purposes and provisions as promulgated by the Financial Crime Framework. 15.1.2. We shall operate thorough monitoring, identification and verification programs to assist it in discharging relevant obligations within the Financial Crime Framework. 15.1.3. We undertake to be proactive in the fulfilment of its obligations under the Financial Crime Framework and as such will conduct on-going, annual audit checks upon collected and held monitoring, identification and verification information to ensure compliance with relevant Financial Crime Framework Obligations. 15.1.4. We undertake to ensure that information retained in the discharge of our obligations under the Financial Crime Framework is protected in accordance with relevant security requirements and standards. 15.1.5. We reserve the right, and you hereby grant us an absolute and irrevocable right to release any information collected by us in order to discharge its obligations under the Financial Crime Framework to the relevant government authorities, regulatory bodies and/or other necessarily empowered organizations without notice provided the release of information is required to satisfy our corresponding obligations s or is required under the Financial Crime Framework. 15.1.6. We reserve the right to request from you any additional information that is required to allow us to discharge relevant obligations under the Financial Crime Framework. Where we have requested documentation from you, and you refuse to comply with the request whether, expressly, impliedly or by conduct; at such time of refusal, we may revoke, suspend or terminate your access to the platform(s) and service(s). 15.1.7. Where we have retained, collected and/or recorded information pursuant to these Terms and Conditions, we reserve the right to charge a reasonable administrative fee for a request from you to view any and all retained, collected or recorded information relating to you. 15.1.8. With respect to Clause 15.1.7, any information retained, collected and/or recorded by us during our operations shall only be accessible by you on specific terms, unless otherwise required by any applicable law. 15.1.9. You acknowledge and agree that we may utilize electronic verification methods to verify your identity in order to discharge its obligations under the Financial Crime Framework. Where you do not wish us to utilize electronic verification methods to verify your identity please contact us in writing by email at its address for notice detailed in Clause 17.3 requesting an alternative means of verification. 15.1.10. Without limiting the aforementioned electronic verification methods as detailed in Clause 15.1.9, we may request a credit reporting agency, or any analogous organization, to provide an assessment of whether the personal information provided to us including within a completed Service Registration Form matches (in whole or part) personal information contained in a credit information file in the possession or control of the credit reporting agency. Alternatively, you acknowledge that we may request a credit reporting agency, or any analogous organization, to prepare and provide such an assessment. 15.1.11. With respect to Clause 15.1.10, you acknowledge that the credit reporting agency, or an analogous organization, may use the personal information provided by you within a completed Service Registration Form for the purpose of making such an assessment. 15.1.12. Where we are unable to verify your identity via electronic verification methods, we shall contact you detailing said inability and provide all such reasonable information to you
as is required, in addition to offering an alternative means of verification.
16. VALUE-ADDED TAX AND SALES TAX.
16.1. Interpretation. 16.1.1. In this Clause 16, Value-Added Tax and Sales Tax (‘Tax’) refer to a variety of indirect taxes that may be imposed on the Platforms or Services which vary depending on the location of the customer, the location of the Service or Platforms, and/or the location to which the Service or Platform is being enjoyed. 16.2. Tax Gross Up. 16.2.1. Subject to Clause 16.2.2, if a Party makes a supply under or in connection with these Terms and Conditions in respect of which Tax is payable, the consideration for the supply but for the application of this Clause 16.2 (Tax Exclusive consideration) is to be increased by an amount equal to the Tax exclusive consideration multiplied by the rate of Tax prevailing at the time the supply is made. 16.2.2. Clause 16.1.1 does not apply to any consideration that is expressed in this Agreement to be inclusive of Tax. 16.3. Reimbursements and Indemnification. 16.3.1. If a Party reimburses or indemnifies another Party for a loss, cost or expenses, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expenses, and then increased in accordance with Clause 16.2.
You may use the Service only if you are at least eighteen (18) years old. If you are under the age of eighteen (18) or under the legal age to form a binding contract in the jurisdiction in which you are located, you may only use the Service under the supervision of a parent or legal guardian who has agreed to stand behind any agreement you enter into while using the Service, including these Terms and Conditions. We reserve the right to require you at any stage to provide proof of age, and, if applicable, approval of your use of the Service by your parent or legal guardian, so that we can verify that only eligible Users are using the Service. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Service, we will prohibit and block such User from accessing the Service.
18. THIRD PARTY SERVICES.
The availability and functionality of the Services and Platforms depend on various factors, such as communication networks, software, hardware, service providers and contractors, and such Third Party Services carrying the Service. We do not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
20. CHANGES TO THE SERVICES.
We reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content available through the Service may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that we shall not be liable to you or to any Third Party for any
modification, suspension, error, malfunction or discontinuance of the Service (or any part thereof).
21. LIMITATION OF LIABILITY.
IN NO EVENT SHALL WE AND/OR ANY OF OUR AFFILIATES, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND OTHER ACTS OR OMISSIONS BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF US, ANY USERS, THIRD PARTY SERVICES AND/OR EXCHANGES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS AND CONDITIONS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION OF OUR SERVICE TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF WE AND/OR ANY OF OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
22. INDEMNIFICATION AND SETOFF.
You hereby agree that except as explicitly provided otherwise herein, upon delivery of the Aureus Nummus Gold, bonds, shares, commodities or other assets purchased or sold by you or from you, as the case may be, you will not be entitled to any credit or refund and all such purchases and sales are final. Our obligations towards you will be absolutely discharged upon delivery of the acquired product (cryptocurrency, bonds, shares, commodities, et cetera) to you (in case of a buy transaction), or the consideration for the product (cryptocurrency, bonds, shares, commodities, et cetera) to you (in case of a sell transaction), as the case may be, and you shall have no claim or right against us upon such delivery. You agree to defend, indemnify and hold harmless us and any Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising from: (i) your use of the Service (or any part thereof); (ii) your violation of any term of these Terms and Conditions; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause us or any Third Party which relates to your use of the Service, including without limitation any damage related to cryptocurrency purchased and/or sold by you from or to us or any Third Party and in connection with the Service; (iv) your violation of any Third Party rights; and (v) any charge-back or cancellation of any monetary deposit, cryptocurrency transfer or payment made by you through the Service. You further agree that any funds or other assets which you have deposited with us and/or which you are entitled to from and/or through us may be set off by either usx and/or any Third Party and used as collateral in order to secure the fulfilment of your obligations herein. In addition, you hereby agree that any payment to be made by you with respect to the Service which is not made by its due date shall bear interest thereon at the maximum rate permitted by law at the time payment is due, computed from the original due date until paid, and that you shall be liable to pay any payments or fees arising from such late payments.
23. AMENDMENTS TO THE TERMS AND CONDITIONS.
24. TERMINATION OF THE OPERATION OF SERVICES.
At any time, we may block your access to the Service, for any reason, at our sole discretion, in addition to any other remedies that may be available to us under any applicable law. Such actions may be taken if we deem that you have breached any of these Terms and Conditions in any manner. Additionally, we may at any time, at our sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that we do not assume any responsibility or liability with respect to, or in connection with the termination of the Service and/or loss of any data.
25. EXCLUSION OF SERVICE.
25.1. Certain natural and legal persons are excluded from doing business with us and our affiliates. If you are a Canadian person or a United States Person, we will not sell you any of our securities, the Aureus Nummus Gold or other tokens. We cannot do business with you at all if you are a resident of a country listed on the OFAC sanctions list. The Treasury Department’s Office of Foreign Assets Control (OFAC) administers and enforces economic sanctions imposed by the United States against foreign countries. Depending on the country, OFAC programs may freeze assets of embargoed countries, prohibit payment of funds to individuals and countries on the embargo list, or prohibit provision of services to countries subject to US sanctions. These sanctions may require obtaining OFAC approval before conducting research or other activities in or involving the sanctioned country. Some sanctions are more restrictive than others, and apply to the whole country, while others are specifically target certain individuals or entities within a country. Currently, sanctioned countries include the Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe. The list of sanctioned countries is updated periodically and is available here. 25.2. If we and our affiliates have reason to believe that our Services and Platform may be used for purposes not in
accordance with the law, we may terminate the Services to the User at our sole discretion and reserve the right to inform the respective authorities.
26. LIMITATION OF SERVICES.
None of the companies, which is mentioned in the “Terms and Rules” or the “Terms and Conditions” is a registered exchange. We sell and buy only our proprietary products (Aureus Nummus Gold digital coin, private offerings of securities of the company Aureus Nummus Management Corporation) to qualified or accredited investors. We do not function as a general crypto exchange nor is this an objective of our business model. We are however looking to acquire a suitable crypto exchange, at which point we will make the legally required adaptions. As the legal landscape of tokens and cryptocurrencies is in constant and rapid change at the time of publication of these Terms and Conditions, we reserve the right to change, limit and modify our Services and these Terms and Conditions in order to adapt to new legal regulations. There may exist other limitations of our Services.
27. CHANGES TO SERVICES AND PLATFORM.
You acknowledge and agree that we may update this Platform and these Services from time to time, change the content at any time and we may suspend, withdraw, discontinue or change all or any part of this Platform and the Services without notice. As such, there may be times when this Platform and/or the Services are unavailable for use.
28. CHANGES OF THESE TERMS AND CONDITIONS.
28.1. You acknowledge and agree that we may amend these Terms and Conditions and related Schedules at any time by providing notice. You are deemed to accept and agree to the amendment unless you notify us by email to email@example.com to the contrary within five (5) Business Days of the date of said amendment notice. Each amendment notice shall be issued by way of notification through the Platform or Service application or via email. You acknowledge and agree that it is your sole responsibility to monitor the release of any amendments by regularly accessing the Platform and relevant Services and checking for such amendments and monitoring email. If you do object to the amendment, the amendment will not be binding, but your access to the Platform and Services will be suspended and will be required to be terminated as soon as is reasonably practicable. 28.2. Any amendment to these Terms and Conditions will come into effect on the date specified by us which will, in most cases, be at least five (5) Business Days after the notice of amendment has been issued. The amended Terms and Conditions will supersede any previous agreement between the Parties and shall govern your access to the Platform and receipt of Services after, or outstanding on, the date of the new Terms and Conditions coming into effect. 28.3. Should one or more provisions of these Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions. In place of any provisions which are invalid or not incorporated in these Terms and
Conditions the relevant statutory provisions shall apply. In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original purpose. 28.4. The User has no right whatsoever to demand the redemption of any investments made into the Aureus Nummus Gold, or into the securities of the company Aureus Nummus Management Corporation. Any compensation for damages is entirely excluded.
29. CONTACT US & NOTICE.
29.1. If you have any questions about these Terms and Conditions, or if you would like to receive a hard-copy version of these Terms and Conditions, you can contact us at the email address firstname.lastname@example.org for all matters regarding the Aureus Nummus Gold and for all other matters at the email address email@example.com. 29.2. If you are seeking to provide notice under these Terms and Conditions, 29.2.1. Unless otherwise indicated in these Terms and Conditions, all notices, consents and other documents authorized or required to be given by or pursuant to these Terms and Conditions must be given in writing and either personally served or sent by pre-paid registered letter or emailed as appropriate, unless otherwise mutually agreed by the Parties. 29.2.2. Receipt of Notice: a notice, request, consent or other authorized documentation will be deemed received only when actually received or delivered pursuant to Clause 29.2.3. 29.3. Address for Notice. 29.3.1. Ours address for notice shall be as follows: at the email address firstname.lastname@example.org for all matters regarding the Aureus Nummus Gold and for all other matters at the email address email@example.com. 29.3.2. Your address for notice shall be the address as detailed in the completed Service Registration Form, as updated from time to time. 29.3.2. With respect to Clause 29, you shall be solely responsible for informing us of any address change for such service of notices. If you do not inform us of a change in your address for notice, and we subsequently serve a notice upon your previous address, we shall have complied with all requirements specified within this Agreement; said service shall constitute valid receipt of notice pursuant to Clause 29.2.2.
30. SALE OF COMMON SHARES AND STOCK EXCHANGE LISTING.
30.1. The company Aureus Nummus Management Corporation is looking to raise funds for the purpose of financing and expanding its business activities as mentioned on the website https://aureus.nummus.gold. This includes private offerings of common shares to potential accredited investors. The risk disclosures for the private offerings of common shares can be found in other documents like for example the “Subscription Agreement” or the “Private Offering Memorandum” if available.
30.2. Any private offering of common shares and the intended listing of the common shares on a stock exchange is subject to approval by regulators and authorities. There is no guarantee that a stock exchange listing of the common shares may ever happen.
30.3. By law we are required to tell you in clear terms that an investment into the Aureus Nummus Gold or shares of the Company is risky, and that all your invested funds may be lost. Please consult with your legal counsel, financial advisor or other competent persons, if an investment into the Aureus Nummus Gold, or an investment into shares of the Company is suitable for you and your personal financial plans. Investors must be able to afford the loss of their entire investment. This applies to all digital tokens or shares that may be issued by Aureus Nummus Management Corporation from time to time.
30.4. The shareholders of Aureus Nummus Management Corporation who received their shares through the business arrangement between Aureus Nummus Management Corporation and American Cumo Mining Corporation, dated on or before 22nd of May 2022 are subject to a holding period of 12-months after the initial stock exchange listing.
30.5. All other share issuances and shareholders are subject to the holding periods prescribed by law.
31.1. Each Party undertakes to apply to all Confidential Information disclosed in accordance with the provisions of these Terms and Conditions the same degree of care with which it treats and protects its own proprietary information against public disclosure and not to disclose any Confidential Information to any other party without the written consent of the other Party. 31.2. Each Party acknowledges that disclosure of Confidential Information may be required by applicable law, regulation or court order and the other Party herein releases the receiving Party from any breach as a result of such compelled disclosure pursuant to the terms of this Agreement. 31.3. You acknowledge that we may disclose information regarding your Account to the following persons: 31.3.1. our head office, parent corporation, subsidiaries and/or any other organization with a common directorship; 31.3.2. consultants and advisors contracted by us with respect to the management or operation of any of our companies or affiliates; 31.3.3. any rating agency, insurance provider or credit protection organization; and 31.3.4. any court, tribunal or regulatory body with jurisdiction over us and/or you.
32.1. Publicity. You permit us to publicly mention you as our client on our web site and/or marketing materials. 32.2. Force Majeure. Except for any payment obligations you may have under these Terms and Conditions, neither Party shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, power failure or any other cause beyond its reasonable control. 32.3. Waiver. No waiver by either Party of any default by the other in the performance of any provisions of these Terms and Conditions shall operate as a waiver of any continuing or future default, whether of a like or different character. 32.4. Assignment. You shall not assign or transfer these Terms and Conditions without our prior written consent, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of these Terms and Conditions. We may assign all or part of its rights and obligations under these Terms and Conditions at its discretion. On the effective date of any valid assignment pursuant to this Clause 32.4, the assignor shall be released from all obligations and liabilities arising under these Terms and Conditions or, in case of a partial assignment by us, from all obligations and liabilities arising from the parts of these Terms and Conditions that have been assigned. 32.5. Entire Agreement. These Terms and Conditions constitute the entire terms and conditions between you and us relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between us and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Service. You agree that you will make no claim at any time or place that these Terms and Conditions have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of by us in entering into these Terms and Conditions. In the event of a conflict or inconsistency between the terms of this Agreement, and the terms of any Service Registration Form or Schedule, these Terms and Conditions shall prevail. 32.6. Compliance with Applicable Law. You will comply with any and all laws, rules, regulations or orders applicable to your receipt of and use of the Platform and the Services. 32.7. Authority to Enter into the Terms and Conditions. The parties represent and warrant that they have all necessary power and authority to execute and perform these Terms and Conditions, and these Terms and Conditions are a legal, valid and binding agreement, enforceable against each Party in accordance with its terms. 32.8. Survival. All Clauses shall survive any termination of these Terms and Conditions. 32.9. Headings. The headings in these Terms and Conditions are intended for convenience of reference and shall not affect its interpretation. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. 32.10. If any provision of these Terms and Conditions (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms and Conditions shall not in any way be affected or impaired thereby. If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions. 32.11. The Parties to these Terms and Conditions are independent contractors, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other. 32.12. Counterparts. By indicating a particular Service within a Service Registration Form and then proceeding to use such Service the terms of the relevant Service Schedule shall be incorporated into and form part of the Terms and Conditions and your agreement with us. In the event of conflict with any other terms of the Terms and Conditions, shall prevail over such terms. 32.13. Telephone Recording. We may record and/or monitor incoming or outgoing communication, on any advertised, operated or related telephone numbers of us, under or in connection with these Terms and Conditions without any prior notice to you. Where a recording is made pursuant to this Clause 32.13, said recording shall be the sole property of us and evidence the truth of its contents. You acknowledge that you shall not be entitled to access, copy, compel delivery or otherwise, any recording whatsoever unless otherwise required by law. 32.14. You agree that, except as otherwise expressly provided in these Terms and Conditions, there shall be no third-party beneficiaries to these Terms and Conditions. 32.15. These Terms and Conditions do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between us and you. 32.16.. These Terms and Conditions, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising hereunder or related hereto and/or to the Service, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of British Columbia, Canada without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in British Columbia, Canada. 32.17. We may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a Third Party without your consent or prior notice to you. Your rights and obligations under the Terms and Conditions are not assignable. Any attempted or actual assignment thereof without our prior explicit and written consent will be null and void.
Our rights under these Terms and Conditions may only be waived in writing.
35. GOVERNING LAW.
35.1. These Terms and Conditions are governed by the laws of Switzerland regarding the Aureus Nummus Gold. These Terms and Conditions are governed by the laws of the Province of British Columbia, Canada regarding all matters of Aureus Nummus Management Corporation and its securities. You agree to the exclusive jurisdiction of the courts of Canada, unless otherwise specified within a schedule as appropriate. To the extent the law permits, these Terms and Conditions prevail to the extent they are inconsistent with any law.
36. ERRORS, CORRECTIONS, CHANGES AND OMISSIONS.
We do not represent or warrant that the Site and the Terms and Conditions will be free of errors, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site and the Terms and Conditions will be correct, accurate, timely or otherwise reliable. The law is constantly changing and the information may not be complete or accurate depending on your particular legal issue. Each legal issue depends on its individual facts and different jurisdictions have different laws and regulations. We may make changes to the features, functionality or content of the Site and the Terms and Conditions at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site and the Terms and Conditions. This Site and the Terms and Conditions may contain unintentional errors and omissions, for which we decline any responsibility. However we will correct any unintentional errors or omissions as quickly as possible on a best effort basis. The meaning of the affected text parts of the Site or the Terms and Conditions shall be interpreted in such a way that the original meaning and the original intent is preserved, as if the error or omission were not present.