Token Terms

The number of Gold Tokens corresponding to one Eligible Coin shall be determined by the Issuer and published on the Website. As long as no Custody Fee is charged in accordance with Section 6, the number of Gold Tokens per Eligible Coin remains constant, subject to these Terms.

In the event that a Custody Fee is introduced in accordance with Section 6, the Gold Reserve may be reduced in accordance with the applicable Custody Fee mechanism. Any such reduction of the Gold Reserve will result in a corresponding reduction in the economic value represented by each Gold Token, while the proportional co-ownership interests of Token Holders remain unchanged. The Issuer shall at all times provide an information portal on the Website with the current total amount of Gold Tokens outstanding, the total amount of Eligible Coins in the Gold Reserve, and the fraction of an Eligible Coin co-owned with each Gold Token.

The Gold Tokens are issued as ERC-20 tokens (CMTA standard) on the Ethereum blockchain and ar divisible to 18 decimals behind the comma. The smart contract is deployed in a proxy-based, upgrade- able architecture, and any upgrade requires the prior approval of a multisignature governance process operated by the Issuer. Each Gold Token represents co-ownership of the Gold Reserve pursuant to art. 646 of the Swiss Civil Code (“CC”). The ratio between the Gold Tokens held by a Token Holder and the total Gold Tokens outstanding equals the respective Token Holder’s co-ownership share of the Gold Reserve. The Token Holders co-own the Gold Reserve as modified labile co-ownership pursuant to art. 484 of the Swiss Code of Obligations (“CO”).

The Gold Tokens serve as proof of co-ownership of the Gold Reserve and are neither commodity in- struments within the meaning of art. 1153 et seq. CO nor are they issued as registered securities within the meaning of art. 973d et seq. CO.

The Issuer may retain a certain amount of pre-minted Gold Tokens in its publicly disclosed treasury address, which are not yet backed by the Gold Reserve and shall not be transferred until the corre-sponding quantity of Eligible Coins is deposited in accordance with section 4. These Gold Tokens do not count towards the outstanding Gold Tokens.

Any transfer of Gold Tokens constitutes the instruction to the Issuer to possess the Gold Reserve on behalf of the new Token Holder pursuant to art. 924 CC (Besitzanweisung). All Token Holders agree that other Token Holders may freely transfer Gold Tokens to third-parties at any time in accordance with the technical rules of the applicable blockchain, and that third-parties acquiring Gold Tokens be-come co-owners in accordance with these Terms.

Any action that technically transfers the direct or indirect power to dispose over Gold Tokens constitutes a transfer. This includes, but is not limited to, the transfer of a Gold Token to a wallet, the transfer of a private key in the form of a paper wallet, the transfer of a hard wallet, the change of ownership of a smart contract through which the Gold Token is held, the transfer by operation of law, or the theft of a Gold Token by a hacker.

Towards the Issuer, any person that can prove power of disposition over a Gold Token is deemed to be the rightful co-owner of the respective ratio of the Gold Reserve. In case any person disputes the co-ownership of any Token Holder, it is the duty of the disputing person to take appropriate legal action. Except in cases of violation of court orders, the Issuer disclaims any liability for the delivery of Eligible Coins from the Gold Reserve to a Token Holder even in cases where the Issuer was informed of the possibility that such Token Holder may not the legal co-owner.

Each Token Holder hereby explicitly acknowledges and agrees that the Gold Token is solely intended and suitable as a digital means of representing ownership of the Eligible Coins. The Gold Token is not intended to be used, and not suitable for use, as a means of payment. Each Token Holder hereby represents and warrants not to use Gold Tokens as a means of payment.

In case the Issuer has any indication that the Gold Token is nevertheless being used as a means of payment, the Issuer may be required to introduce suitable measures to prevent such use in its reason-able discretion.

Token Holders acknowledge and agree to the following:

• Each Token Holder, as co-owner, expressly waives their right to demand the division of the Gold Reserve within the meaning of art. 650 CC.
• The right to demand dissolution of the co-ownership community and division or other utilization of the Gold Reserve is excluded for all Token Holders. The claim for redemption of a ratio of the Gold Reserve corresponding to the co-ownership in the Gold Reserve is not excluded, but requires the transfer of a corresponding quantity of Gold Tokens to the Issuer, in accordance with section 5.
• Joint management of the Gold Reserve by the Token Holders is permanently excluded. Token Holders hereby expressly entitle and appoint the Issuer to take all necessary measures to fulfil its obligations under the Custody Contract (see section 3).
• Each Token Holder may propose administrative actions or other repairs to the Gold Reserve to the Issuer. The Issuer may decide on management actions and carry out repairs and other measures of the Gold Reserve’s value conservation at its own discretion.
• Any use of the Gold Reserve beyond measures of value conservation is contrary to the rights and interests of all the Token Holders, and the Issuer hereby agrees not to use the Gold Re-serve in any other way.
• The Issuer is hereby authorized to act as representative of all the Token Holders with respect to the use, management, repair and sale of the Gold Reserve.
• Subject to the compliance with these Terms, each Token Holder may redeem with the Issuer, sell, pledge, transfer or otherwise dispose of the Gold Tokens without the need for obtaining the other Token Holders’ consent or notifying the other Token Holders in advance.

These Terms do not limit the Token Holders’ statutory rights to:

• Require the Issuer to carry out actions necessary to preserve the Gold Reserve’s value and serviceability and, where required, to have these actions ordered by a court.
• Take at their own initiative and at the expense of all Token Holders, such measures as are urgently needed to safeguard the Gold Reserve against imminent or incremental damage.

The Ethereum blockchain serves as the co-ownership register.

The Issuer custodies the Gold Reserve on behalf of the Token Holders. The Issuer undertakes towards the Token Holders to comply with the following rules of safekeeping (“Custody Contract”):

• The Issuer shall keep the Gold Reserve in an appropriate and safe manner and shall not use, consume, manage, sell or otherwise encumber the Gold Reserve.
• The Issuer shall hold the Gold Reserve on behalf of the Token Holders and shall always keep the Gold Reserve available to the Token Holders as the rightful co-owners in accordance with these Terms.
• The Issuer shall hold in the Gold Reserve a sufficient number of Eligible Coins at least congru- ent with the aggregate fractional co-ownership interests in the Eligible Coins represented by all outstanding Gold Tokens at all times, as determined in accordance with these Terms and taking into account any reductions of the Gold Reserve resulting from the application of a Custody Fee under Section 6.
• The Issuer shall obtain at least a yearly audit confirming the full Gold Reserve and publish the audit on the Website.
• The Issuer shall obtain adequate insurance for damage to and theft of the Gold Reserve. In an insurance case, any insurance reimbursement is paid out to the Token Holders proportionately to their co-ownership share. The fee for the insurance is included in the Custody Fee (see section 60). If no Custody Fee is levied by the Issuer, the insurance cost is borne by the Issuer.
• The Issuer may substitute any Eligible Coins held in the Gold Reserve with other Eligible Coins.

The Issuer may subcontract all or part of its obligations arising from section 3.1 with one or more third- party sub-custodians in Switzerland (each a “Sub-Custodian”). The Issuer shall ensure that the Sub-Custodian complies with the obligations set forth in the Custody Contract and that the Gold Reserve is at all times located within Swiss territory.

The Issuer may at its sole discretion transfer the Gold Reserve from one Sub-Custodian to another at any time and for any reason. The costs of such transfer are to be borne by the Issuer. However, if the transfer is required due to circumstances outside the Issuer’s reasonable control (for example if the Sub-Custodian terminates the contract), or if the transfer is undertaken in the interest of the Token Holders (for example if a change in fee structure would lead to an increase in the Custody Fee for the Token Holders), such costs may be borne by the Gold Reserve.

Token Holders may at any time request redemption of their Gold Tokens for the corresponding quota of the Gold Reserve in accordance with these Terms.

The Token Holder must give at least 72 hours notice in advance of an intended redemption of the Gold Tokens (“Redemption Notice”). The Redemption Notice must be submitted to the Issuer via the Web-site.

The Issuer may either (i) deliver Eligible Coins from the Gold Reserve and burn the respective amount of Gold Tokens, or (ii) obtain Eligible Coins from another source and keep the Gold Tokens in its own treasury for its own purposes. The redemption is subject to the Redemption Fee pursuant to section 60.

The Issuer may, in its sole discretion and if required by law, apply Identification Procedures on any person requesting the redemption.

The Issuer shall use commercially reasonable efforts to process redemption requests promptly. However, redemption may be delayed where such delay is required due to the temporary unavailability, loss or damage of all or part of the Gold Reserve, operational constraints relating to custody, verification, transport or delivery, or compliance with applicable laws and regulations, sanctions, court orders or requests from competent authorities.

These Terms shall continue to apply, to the extent relevant, notwithstanding the redemption of any Gold Tokens, including with respect to accrued fees, limitations of liability, and any rights or obligations arising prior to such redemption.

Token Holders may choose between the following redemption methods:

• Self-collection: If self-collection is selected in the Redemption Notice, Token Holders shall contact the Issuer to verify whether self-collection is possible at approved redemption partners of the Issuer. Self-collection is generally limited to approved redemption partners located in Switzerland. Self-collection outside Switzerland may be permitted on an exceptional basis only and remains subject to the Issuer’s prior confirmation. The Issuer may refuse self-collection requests outside Switzerland in its sole discretion. If confirmed, Token Holders may collect the Eligible Coins at a date agreed with the Issuer and at a location of the Issuer’s choice. In the Redemption Notice, the Token Holder shall specify who will collect the Eligible Coins. In case of self-collection, the Token Holder makes the redemption at their own risk, and the Issuer is not liable for any damages or events occurring after the delivery of the Eligible Coins to the Token Holder or the legitimated third-party, notably but not limited to the further transport of the Eligible Coins.
• Shipping: If shipping is selected in the Redemption Notice, delivery of the Eligible Coins to the specified address will be handled by a third-party shipping service provider commissioned by the Issuer at the expense of the Token Holder. Shipping to addresses outside Switzerland will be arranged on a best-efforts basis and only to the extent reasonably practicable. Such shipping remains subject to the availability of appropriate shipping service providers and compliance with applicable laws and regulations (including export controls, sanctions, and customs regulations). If the shipping service provider offers different security levels or both insured and unin- sured shipping options, the Token Holder chooses the shipping method at its own discretion and risks. The Issuer is not liable for any damages or events occurring after the Eligible Coins are handed over to the shipping service provider.

Unless otherwise agreed or published on the Website, the Issuer shall determine, in its reasonable discretion and subject to availability, which type of Eligible Coin is delivered upon redemption. Token Holders have no right to receive a specific coin type, mint year, condition, packaging or other individual characteristic, provided the delivered gold coin qualifies as an Eligible Coin under these Terms. The applicable Redemption Fee as set out in Section 6 is calculated on the basis of the Eligible Coin with the lowest market premium at the time of redemption. If a Token Holder requests delivery of a specific Eligible Coin type, an additional premium may apply as communicated by the Issuer.

Redemption is effected by delivery of whole Eligible Coins only. Gold Tokens submitted for redemption that correspond to whole Eligible Coins entitle the Token Holder to delivery of the respective number of whole Eligible Coins, subject to payment of the applicable Redemption Fee and any applicable third- party fees. Any fractional entitlement that does not correspond to a whole Eligible Coin shall not be settled by physical delivery, but may be settled in cash or otherwise resolved through rounding mechanisms as published on the Website.

Token Holders importing Eligible Coins into another country than the location of the Gold Reserve are solely responsible for complying with all applicable import regulations and for paying any applicable taxes, customs duties, tariffs, levies, or similar charges.

The Token Holder understands and accepts the risks associated with Gold Tokens. In particular, but not exhaustively, the Token Holder acknowledges and assumes the following inherent risks:

• Unlawful transfer and loss: The Issuer has no control over the blockchain, the blockchain addresses, wallets, exchanges, and the Gold Tokens and cannot take any technical measures to recover or transfer back the Gold Tokens in case of a technical transfer of Gold Tokens without a valid legal reason (e.g., theft) or in case of loss of control (e.g., loss of the private key). It is the sole responsibility of the Token Holder to take appropriate technical security measures and, in the event of an unlawful transfer, to take legal action against the alleged unlawful Token Holder. Subject to an enforceable judgment or clear indications to the contrary, which the previous rightful Token Holder must promptly report to the Issuer, the Issuer will treat the new Token Holder as the rightful owner. In unclear cases, the Issuer may suspend the redemption of Gold Tokens and/or the delivery of Eligible Coins until a decision is made at the Issuer’s sole discretion.reation fees apply.
• Blockchain: Blockchain technology in general is still in an early development stage and unproven. There is no warranty that the process of issuing, receiving, holding, using, and storing of Gold Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, amongst other things, the complete loss of Gold Tokens. Furthermore, smart contracts or blockchain technology may be subject to hacking and other unexpected activities (e.g., the introduction of quantum computers), resulting in the theft or loss of Gold Tokens. Moreover, the underlying protocol may be subject to future changes and unforeseen problems which can affect the proper functioning of the smart-contract and cannot be influenced by the Issuer. Any successful attack on the underlying protocol presents a risk to the Gold Tokens, the proper execution of transactions in Gold Tokens, and expected proper execution of contract computations and may result in the loss of Gold Tokens.
• Supported Blockchain / Fork: In the event of a fork, security issue, smart contract migration or similar technical event, the Issuer may determine, in its reasonable discretion, which blockchain, smart contract or migrated version thereof is supported for the purposes of these Terms. Only Gold Tokens recorded on the blockchain and smart contract version designated by the Issuer on the Website constitute Gold Tokens under these Terms. Any wrapped, bridged, syn- thetic or otherwise third-party representations of Gold Tokens are not Gold Tokens and are not supported by the Issuer. In the event of a disputed division of the blockchain (hard fork), the Issuer will decide at its sole discretion, which version of the blockchain will apply to the Gold Tokens and communicate this decision on the Website.
• Reissuance: The Issuer may at its sole discretion reissue tokens, should it deem necessary to do so (for example due to security reasons related to the smart contract).
• Upgradeability: The Gold Token smart contract is deployed in a proxy-based, upgradeable architecture. The Issuer, acting through a multisignature governance process, may upgrade the smart contract code to address security issues, comply with legal or regulatory requirements, implement enforcement actions, or improve functionality. Upgrades may affect the behaviour of the Gold Tokens, including but not limited to transfer mechanics, enforcement capabilities and fee logic. Token Holders acknowledge and accept the risks associated with smart contract upgrades, including the risk that an upgrade introduces unintended defects or unintended changes in token behaviour.
• Website: The use of the Website is at the Token Holder’s own risk. The Website is provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement.
• No Yield Representation: Gold Tokens do not generate yield, interest, or income. Any value fluctuation solely reflects changes in the market value of the underlying Eligible Coins, net of applicable fees.
• No Legal Tender Claim: Gold Tokens do not constitute legal tender, electronic money, or a payment instrument.

The Token Holder understands and agrees that:

• The Gold Tokens are not being offered, marketed, advertised, or otherwise actively distributed to U.S. Persons; the Issuer does not apply geo-blocking or comparable measures to actively exclude U.S. Persons from the issuance or redemption process, but neither solicits nor targets U.S. Persons;
• The Gold Tokens are not, and there is no anticipation that the Gold Tokens will be registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, or with any U.S. state agency or law of similar import;
• Neither the Issuer is registered or licensed with any U.S. federal or state regulator as an investment adviser, commodity trading adviser, commodity pool operator, broker-dealer, money services business, money transmitter, New York Department of Financial Services-licensed virtual currency business, designated contract merchant, or any other form of U.S. regulated financial institution whatsoever;
• The Issuance of Gold Tokens is being made only in those jurisdictions and to those persons where and to whom they may lawfully be issued to, and these Terms are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of Gold Tokens in the United States;
• These Terms have not been reviewed by, passed on to, or submitted to any regulatory agency or self-regulatory organization. As a result, the Token Holders will not be afforded the full set of protections provided to the clients and customers of such entities under any applicable laws;
• and if the Gold Tokens are deemed to be securities, in one or more jurisdictions, or these Terms or the issuance of the Gold Tokens constitute a non-exempt forward contract, or the Issuer or its affiliates are required to register with a regulatory agency, the Gold Tokens and the Issuer could be subject to significant additional regulation, including restrictions on transferability and resale or operational activity. This could lead to significant changes to the Gold Tokens, the structure of Gold Tokens, and the purchase and sale of Gold Tokens, as well as other issues. This would greatly increase the Issuer’s costs in creating and facilitating transactions in Gold Tokens. Such regulation could lead to the Gold Tokens depreciating partially or fully in value, subject the Issuer to potential penalties, including federal civil and criminal penalties, or make the Gold Token illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Issuer if it views Gold Tokens as an unregistered offering of securities or the Issuer’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value of the Gold Tokens and/or could cause the Issuer to cease operations.