Last updated: July 9, 2018
HOW WE COLLECT INFORMATION ABOUT YOU
When you use Silvertoken.com, we collect information sent to us through your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, device name and type, operating system, location, mobile network information, and standard web log information, such as your browser type, traffic to and from our site, and the pages you accessed on our website. Silvertoken.com does not intentionally collect information from or about any individual who is under 13 years old.
If you create an account or use Silvertoken.com, we, or our affiliate vendors acting on our behalf may collect the following types of information:
- Contact information – your name, address, phone, email, Skype ID, and other similar information; and
- Ethereum Addresses – the full public Ethereum Public Address number that you link to your Silvertoken.com Account or input when you use Silvertoken.com. If you do not use the Silvertoken Payment Portal to purchase SLVT, you may opt out of providing this information.
If you seek permission redeem SLVT for physical silver associated with your Silvertoken.com Account, we may require you to provide additional information which we may use in collaboration with service providers acting on our behalf to verify your identity or address, and/or to manage risk. This information may include your date of birth, taxpayer or government identification number, a copy of your government-issued identification, or other personal information. We may also obtain information about you from third parties such as credit bureaus and identity verification services.
When you use Silvertoken.com, we collect information about your transactions and/or your other activities on our website and we may continuously collect information about your computer, mobile device, or other access device for fraud prevention purposes, to monitor for possible breach of your Silvertoken.com Account, and to identify any malicious software or other activity that may harm Silvertoken.com or its users.
Finally, we may collect additional information you may disclose to our customer support team.
When you access our website or content or use our application or Silvertoken.com, we or companies we work with may place small data files called cookies or pixel tags on your computer or other device. We use these technologies to:
- Recognize you as a Silvertoken.com customer;
- Customize Silvertoken Services, content, and advertising;
- Measure promotional effectiveness; and
- Collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
We use both session and persistent cookies when you access our website or content. Session cookies expire and no longer have any effect when you log out of your account or close your browser. Persistent cookies remain on your browser until you erase them or they expire.
We encode our cookies so that only we can interpret the information stored in them. You are free to decline our cookies if your browser or browser add-on permits, but doing so may interfere with your use of Silvertoken.com. The help section of most browsers or browser add-ons provides instructions on blocking, deleting, or disabling cookies.
HOW WE PROTECT AND STORE PERSONAL INFORMATION
We store and process your personal and transactional information, including certain payment information, on our computers, and we protect it by maintaining physical, electronic, and procedural safeguards. We use computer safeguards such as firewalls and data encryption, we enforce physical access controls to our buildings and files, and we authorize access to personal information only for those employees who require it to fulfill their job responsibilities.
We store our customers’ personal information securely throughout the life of the customer’s Silvertoken.com Account. Silvertoken will retain your personal information for a minimum of five years.
HOW WE USE THE PERSONAL INFORMATION WE COLLECT
Our primary purpose in collecting personal information is to provide you with a secure, smooth, efficient, and customized experience. We may use your personal information to:
- Provide Silvertoken.com Services and customer support you request;
- Process transactions and send notices about your transactions;
- Resolve disputes, collect fees, and troubleshoot problems;
- Prevent and investigate potentially prohibited or illegal activities, and/or violations of our posted user terms;
- Customize, measure, and improve Silvertoken Services and the content and layout of our website and applications;
- Deliver targeted marketing, service update notices, and promotional offers based on your communication preferences; and
- Verify your identity by comparing your personal information against third-party databases.
We will not use your personal information for purposes other than those purposes we have disclosed to you, without your permission. From time to time we may request your permission to allow us to share your personal information with third parties. You may opt out of having your personal information shared with third parties, or from allowing us to use your personal information for any purpose that is incompatible with the purposes for which we originally collected it or subsequently obtained your authorization. If you choose to so limit the use of your personal information, certain features or Silvertoken.com may not be available to you.
Silvertoken.com will never sell or rent your personal information to any third parties. We value your trust and privacy, selling your information is not part of business model.
HOW PERSONAL INFORMATION IS SHARED WITH OTHER SILVERTOKEN USERS
If you use your Silvertoken.com Account to transfer Silvertokens (SLVT) in connection with the purchase or sale of goods or services, we or you may also provide the seller with your shipping address, name, and/or email to help complete your transaction with the seller. The seller is not allowed to use this information to market their services to you unless you have agreed to it.
If you authorize one or more third-party applications to access your Silvertoken.com account, then information you have provided to Silvertoken.com may be shared with those third parties. Unless you provide further authorization, these third parties are not allowed to use this information for any purpose other than to facilitate your transactions using Silvertoken services.
HOW WE SHARE PERSONAL INFORMATION WITH OTHER PARTIES
We may share your personal information with:
- Third party identity verification services in order to prevent fraud. This allows Silvertoken.com to confirm your identity by comparing the information you provide us to public records and other third party databases. These service providers may create derivative data based on your personal information that can be used solely in connection with provision of identity verification and fraud prevention services;
- Vaulting services Silvertoken.com uses in connection to storing and managing the physical silver your Silvertokens (SLVT) represents;
- Law enforcement, and officials, or other third parties when:
- We are compelled to do so by a subpoena, court order, or similar legal procedure; or
- We believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our User Agreement; and
- Other third parties with your consent or direction to do so.
Before Silvertoken.com shares your information with any third party that is not acting as an agent to perform tasks on behalf of and under the instructions of Silvertoken.com, Silvertoken.com will enter into a written agreement requiring that the third party to provide at least the same level of privacy protection as required hereunder.
If you establish a Silvertoken.com account indirectly on a third party website or via a third party application, any information that you enter on that website or application (and not directly on a Silvertoken.com website) will be shared with the owner of the third party website or application and your information may be subject to their privacy policies.
In general, we will notify you of material changes to this policy by updating the last updated date at the top of this page, and we will provide you with explicit notice of material changes as required by law. We recommend that you visit this page frequently to check for changes.
HOW YOU CAN ACCESS OR CHANGE YOUR PERSONAL INFORMATION
HOW YOU CAN CONTACT US ABOUT PRIVACY QUESTIONS
If you have questions or concerns regarding this policy, or if you have a complaint, you should first contact us firstname.lastname@example.org or by calling us at 1- 904-541-6030 or writing us at: SLV Token, LLC. 556 Hunkins Waterfront Plaza, Charlestown, Saint Kitts
Terms and Conditions
Purchase of Silver AGREEMENT
This Agreement is for the Purchase of 1 Troy Ounce of .999 Silver and the receipt received in the form of a Silvertoken.
We have agreed to sell, and maintain for you a minimum of one (1) troy ounce of .999 pure silver (as defined below), and to provide other services to you in connection with your silver purchase. This Agreement sets out the terms and conditions under which we will provide those services to you, and the arrangements which will apply in connection with those services.
IT IS AGREED AS FOLLOWS:
1.1 Definitions in this agreement:
- “Allocated Silver” or “Allocated Silvertokens” means, the silver allocation for which you and all other Silvertoken Holders purchased, of an amount equal to or greater than one (1) troy ounce of .999 pure Silver per one (1) Silvertoken. Inclusive of additional silver purchased with transaction fees.
- “Availability Date” means the Business Day on which you wish to begin delivery of your Silver.
- “Business Day” means, a day (excluding Saturdays, Sundays and public holidays) on which Businesses generally are open for business.
- “Current Allocated Token Amount” means, amount of silver that is allocated for each “Silvertoken”. Periodically additional amounts of silver are purchased and allocated with the proceeds generated from the transaction fees. This purchase of new silver increases the amount of allocation for each token in circulation.
- “Dispute” means, for the purpose of any disagreement between the Purchaser / Silvertoken Holder, and us which we have been unable to resolve amicably within a period of (30) Business Days after we have received from you, or as the case may be you have received from us, written notification of the disagreement.
- Off Our Books: means the silver you and other token holders have purchased will not be listed as an asset for SLV Token, LLC. We are the custodians of your silver, and will not borrow against, lend out, or write paper against the allocated silver.
- “Rules” means, the rules, regulations, practices and customs of SLV Token, LLC, applicable to the activities outlined by this agreement or the activities of a Sub-Custodian.
- “Silver Spot Price” means, Silver price on the London Bullion Market Association (LBMA) for 100 oz. bars, plus costs.
- “Silver” means, any and all silver equal to .999 pureness or higher as allocated by Silvertoken.
- “Sub-Custodian” means, a sub-custodian, agent or depository (including an entity within our corporate group) appointed by us to perform any of our duties under this agreement including but not limited the safekeeping of Silver.
- “Slivertoken(s) or Token(s)” means, a crypto-graphical receipt for one (1) troy ounce of Silver purchased in the form of a digital cryptocurrency running on the Ethereum Network meeting ERC-20 standards, which has been entered on the Open Public Ledger (Silvertoken Blockchain). A Silvertoken also includes additional silver purchased with Transaction Fees.
- “Silvertoken Blockchain” means, an open public ledger that cannot be destroyed, changed, erased, removed, or reversed.
- “Silvertoken Value” means, the value when converted to fiat currency, or the intrinsic value of silver, or the open market value not control or regulated by us.
- “Token(s) Balance” means, the Silver that is Allocated for each Silvertoken(s) maintained and tracked on the blockchain for you, the specific Silver held for you by us (whether by bar or otherwise), and recorded on the blockchain.
- “Token Holder(s) and/or Bearer” means, the person, company, corporation and/or any persons that have the private key to access and control a Silvertoken(s).
- “Transaction Fees” means, fee generated from transactions.
- “VAT” means, value added tax and legislation supplemental thereto and any other tax (whether imposed thereto or elsewhere) of a similar fiscal nature.
- “Website” means, (www.silvertoken.com, www.silvertoken.io)
- “Withdrawal Date” means, the Business Day on which you withdraw and redeem Silver.
- “You and / or Your(s)” means, Purchaser and / or Silvertoken Holder(s).
- 1.2 Headings: The headings in this Agreement do not affect its interpretation
- 1.3 Singular and plural: References to the singular include the plural and vice versa.
- 1.1 Definitions in this agreement:
- 2.1 Allocated Silver: The Silver Purchased by the purchaser, and the silver allocated by us from Transaction Fees equally divided by the number of Silvertokens in circulation measured in troy ounces of silver (to the eighth decimal place).
- 2.3 Reports: We will provide on our website reports relating to allocation, and withdrawals of Allocated Silver, and with such frequency (but not less than monthly), and containing such information.
Reports will contain the following details:
- Average purity
- Gross weight in troy oz.
- Current Silvertokens in Circulation
- Silver bar serial numbers and minter
3.1 Procedure: You may purchase Silver by the ounce when the company makes silver
which point the company will
provide You with (1) Silvertoken to match the current Allocated Silver per existing
that are in circulation.
- (a) The “Spot Price” for silver
- (b) Silver once purchased will produce a Silvertoken that is added to the blockchain (public ledger), and becomes a permanent record of the Holder’s Silvertoken(s) accessible with a private key.
- (c) Silver will be added to all Silvertoken(s) with each transaction you, or another Silvertoken Holder(s) makes.
- Note: Investing in silver and/or Silvertoken(s), at your expense and risk. Silvertokens are your receipt for the silver you purchased and will always have the value of silver.
3.2 Notice requirements: All Silvertoken(s):
- (a) transfers must be verified by a minimum of 30 confirmations on blockchain (nodes);
- (b) when silver is available it may be purchased 24 hours per day, 7 day per week, 365 days per year from us;
- (c) transfers along with all of their rights, may be transferred to another as thru the “Blockchain” Public Ledger and the Ethereum Network;
- (d) silver purchased is added to the Allocated Silvertoken Holder(s), the amount will be posted on website (www.silvertoken.com).
3.3 Our Purchases: .70 % of all transactions will be collected as a fee to purchase more
equally represented by all
Silvertokens in circulation, increasing the amount of silver each token represents over
- (a) Every 7 Days / 1 Time per week;
- 3.1 Procedure: You may purchase Silver by the ounce when the company makes silver available, at which point the company will provide You with (1) Silvertoken to match the current Allocated Silver per existing Silvertokens that are in circulation.
4.1 Procedure: You may at any time withdrawal/redeem Silver with your Silvertoken(s). There
no requirements for you to
withdrawal silver ever, if you are the bearer.
- (a) The withdrawal/redemption form on our website must be completed:
- (b) Providing a private key to each of your Silvertoken(s);
- (c) Allowing us to confirm, and verified these keys by a minimum of 30 nodes (blockchain);
- (d) You will relinquish to us your Silvertoken(s)with their private keys;
- (e) A minimum of 100 troy ounces of silver must be redeemed, plus additional silvertokens to pay for shipping, insurance and handling .
- (f) Currently a maximum of 5,000 Silvertokens may be redeemed for silver per day by any single holder.
- (g) The collection of such Silver from the vaults at your expense and risk. Unless you make prior arrangements with us and the amount is greater than 10,000 Silvertoken.
- (h) A withdrawals of silver may be made on any Business Day.
- (i) We have all required the information that applies to AML and KYC regulations.
- Any Silver made available to you will be in the form of bars (including the Rules relating to good delivery and fineness).
- 4.2 Right to refuse Silvertoken or amend procedure: We may refuse Silvertoken(s), and amend the procedure in relation to the withdrawal of Silver or impose such additional procedures in relation to the debit of Silver as we may consider appropriate. Any such amendment or additional procedures will be promptly distributed to you by posting on our website, and will (unless otherwise specified) take effect immediately upon posting of notification.
- 4.3 Notice requirements: Any notice relating to a withdrawal of Silver must: if it relates to a withdrawal pursuant to clause 4.1, be received by us no later than 10 AM EST (and if received later will be processed on the next Business Day) and specify the details of the account to which the Silver is to be transferred / shipped;
4.4 Unless specifically agreed that
- (a) below applies to a withdrawal, you must collect, or
the collection of, Silver being withdrawn from us or our Sub-Custodian at your
risk. We will advise you of the location from which the Silver may be collected no
than five (5) Business Days after Allocated Silver Token(s) are transferred. Where
agreed with you that this sub-clause (d) applies, we shall arrange delivery of the
to you, and shall arrange such delivery, including transportation, in accordance
usual practices. Where specific requests are made by you regarding the method of
we may (but shall have no obligation to) make reasonable efforts to comply with
We shall in no circumstances have any obligation to effect any requested delivery,
our reasonable opinion
- such delivery would cause us or any of our agents to be in breach of the Rules or any applicable law, court order or regulation, or
- the costs incurred by us or our agents in making such delivery would be excessive, and we have not had satisfactory confirmation that you will reimburse us for such costs, or be deducted from the silver released or:
- delivery is not reasonably practicable for any reason,
- we may at our discretion deduct all cost that will be incurred by us for delivery of your silver by reducing the amount of silver shipped to you, or require additional silvertokens to pay for costs.
- We will not send or make available to you specific bars, (or otherwise identify) specific Silver to be withdrawn from our vaults or Sub-Custodian vault. The only distinctions will be weight, and purity.
- (a) below applies to a withdrawal, you must collect, or arrange for the collection of, Silver being withdrawn from us or our Sub-Custodian at your expense and risk. We will advise you of the location from which the Silver may be collected no later than five (5) Business Days after Allocated Silver Token(s) are transferred. Where we have agreed with you that this sub-clause (d) applies, we shall arrange delivery of the Silver to you, and shall arrange such delivery, including transportation, in accordance with our usual practices. Where specific requests are made by you regarding the method of delivery, we may (but shall have no obligation to) make reasonable efforts to comply with such requests. We shall in no circumstances have any obligation to effect any requested delivery, if in our reasonable opinion
- 4.5 Right to amend procedure: We may amend the procedure for the withdrawal of Silver or impose such additional procedures as we may consider appropriate. Any such amendment or additional procedures will be promptly distributed to you by posting on our website, and will (unless otherwise specified) take effect immediately upon posting of notification.
- 4.6 Value of Token when You Withdrawal: The value of any Silvertoken is determined by the Open Market. The silver you receive will be (1) Troy Ounce plus the accumulated amount of silver represented by the token through silver purchases with the transaction fees. The value of silver that you receive is determined by the Open Market for silver and the fiat currency you convert it to.
- 4.7 Delivery of Silver: Terms and conditions relating to the delivery of Silver; You will be responsible for all cost incurred (shipping, handling, insurance, taxes, customs and all other that may not be realized until after transfer)
- 4.8 Substitution: Silver comprising your Allocated Silvertoken(s) is NOT segregated and may be substituted by us for other Silver of equal weight and purity.
- Note: Silver in our vaults is not segregated from another silvertoken holder’s silver. Silver is instead allocated to the Silvertokens in circulation and not specific for each token.
- 4.1 Procedure: You may at any time withdrawal/redeem Silver with your Silvertoken(s). There are no requirements for you to withdrawal silver ever, if you are the bearer.
- 5.2 Instructions: All withdrawals of Silver shall be made upon receipt of, and in accordance with, instructions given (or appearing to be given) by you to us. Such instructions may be given by secured website form, by such other electronic means (if any) or, if for any reason these means are not operational, such other means as we may agree. Unless otherwise agreed, any such instruction or communication shall be effective if given by written means. We may assume that any electronic instructions have been validly given on your behalf. We reserve the right to obtain further validation of any instructions.
- 5.3 Amendments: Once given instructions continue in full force and effect until they are cancelled or amended, in writing and confirmed in writing by us. Any such instructions shall be valid only after actual receipt by us.
- 5.5 Unclear or ambiguous instructions: If, in our opinion, any instructions are unclear or ambiguous, we will use reasonable endeavors (taking into account any relevant time constraints) to obtain clarification of those instructions but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe in good faith such instructions to be or refuse to take any action or execute such instructions until any ambiguity or conflict has been resolved to our satisfaction.
- 5.6 Refusal to execute: We reserve the right to refuse to execute instructions if in our opinion they are or may be, or require action which is or may be, contrary to these rules or any applicable law. We shall in no circumstance have any obligation to act upon any instruction which in our opinion would result in a negative balance of any Silvertoken(s).
- 5.7 Any and all instructions will be given in website withdrawal form.
- 6.1 Disclosure to others: Subject to Clause 6.2, each party shall respect the confidentiality of information acquired under this Agreement and neither will, without the consent of the other, disclose to any other person any information acquired under this Agreement.
- 6.2 Permitted disclosures: Each party accepts that from time to time the other party may be required by law or the rules, or a court order or similar process, or requested by a government department or agency, fiscal body or regulatory authority to disclose information acquired under this Agreement. In addition, the disclosure of such information may be required by a party’s auditors, by its legal or other advisors or by a company which is in the same group of companies as a party (e.g. a subsidiary or holding company of a party), and in any such case, the disclosing party will notify the person(s) to whom the disclosure is made that the information disclosed is confidential should not be disclosed to any third party. Each party irrevocably authorizes the other to make such disclosures without further reference to such party.
- CUSTODY SERVICES
- 7.1 Appointment: You hereby appoint us to act as custodian of the Silver comprising all the Silvertoken(s) in accordance with this Agreement, rules, which apply to us or any Sub-Custodian.
- 7.2 Segregation of Silver: We will NOT segregate the Silver comprising the Silvertoken(s) from any Silver which we hold for other Silvertoken(s) Holders, and each Sub-Custodian will NOT segregate the Silver comprising the Silvertoken(s) from any Silver which it holds for Silvertoken(s) Holders. For the avoidance of doubt, in any circumstance where we have agreed to hold for you a quantity of Silver which cannot be allocated in a whole number of troy ounces, your Allocated Silver Token(s) will record the nearest whole number of physical troy ounces not exceeding such quantity of Silver published on our website, and the difference between the quantity of Silver comprised by such physical troy ounces and the quantity of such Silvertoken(s).
- 7.3 Ownership of Silver: We will identify on ww.silvertoken.com the allocated silver comprising the Silvertoken(s) belong to Silvertoken Holder(s).
- 7.4 Location of Silver: The Silver comprising the All Silvertoken Holder(s) will be held by us at the nominated Class 3 UL Rated Vault or at the Class 3 UL Rated Vaults of a Sub-Custodian. All vault will be privately owned, and not associated will any bank. Vault locations include Grand Cayman, Singapore and Switzerland.
- 7.5 Time Period: We agree to hold your silver indefinitely, or as the rules of this agreement allow.
- 8.1 Sub-Custodians: We may appoint Sub-Custodians to perform any of our duties under this agreement including the custody and safekeeping of Silver comprising All Silver of the Silvertoken Holder(s). We will use reasonable care in the appointment of any Sub-Custodian.
- 8.2 Notice: For security reasons, we will not provide Token Holder(s) with the name and address of any Sub-Custodian of Allocated Silver comprising the Silvertoken or with any other information which may be concerning the appointment of the Sub Custodian.
- 8.3 Liability: We shall not be liable for any loss suffered by Silvertoken(s) Holders as a result of any act or omission or insolvency of any Sub-Custodian, except to the extent directly resulting from our fraud, negligence or bad faith in the appointment of that Sub-Custodian.
9.1 In addition to (and without limitation of) the representations and warranties given by
you represent and warrant
to us, on the basis that each of these representations and warranties needs to be repeated
a Silvertoken is given for the withdrawal of Silver, that:
- (a) you are the beneficial owner of the Silvertoken held.
- (b) if you are holding a Silvertoken on behalf of a third party, you have full power and authority from your client to enter into and implement this Agreement in respect of such Silvertoken, and we are entitled to deal only with you as if you were the ultimate beneficial owner; and
- (c) neither the signing, delivery or performance of this
nor any instruction given hereunder, will contravene, constitute a default under,
to be exceeded, any of the following, namely:
- (i) any rules, or any other law or agreement by which you or any relevant client for whom you hold the Silvertoken(s) are bound or affected; or
- (ii) rights of any third parties in relation to you or the Silvertoken Holder(s) held hereunder.
- 9.1 In addition to (and without limitation of) the representations and warranties given by you, you represent and warrant to us, on the basis that each of these representations and warranties needs to be repeated each time a Silvertoken is given for the withdrawal of Silver, that:
- FEES AND EXPENSES
- 10.1 Transaction Fees: Allocated Silvertoken Holder(s) will pay us through “Transaction Fees” charged with each transaction of Silvertoken(s). These transactions include but are not limited to: conversion from Silvertoken to another cryptocurrency token/coin, buying of goods, and/or services. This fee is a 1% percent (one percent of total transaction amount), and may change. We reserve the right to amend the fee structure from time to time. Details of changes to the charges (including transfer, clearing and storage charges) by notify you by posting on our website, and will (unless otherwise specified) take effect immediately upon posting of notification.
- 10.2 Expenses: Allocated Silvertoken Holder(s) must pay us transaction fees to cover our charges and expenses for but not limited to: (including any relevant taxes, duties and legal fees) incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with any Silver (including without limitation any to, Purchase, storage costs, insurance, administrative, and company profit). If the Silvertoken Holder(s) withdraws silver they shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any Allocated Silvertoken(s) maintained by us pursuant to this Agreement or any deposits or withdrawals related thereto. Allocated Silvertoken Holder(s) shall indemnify us for the amount of any Tax that we are required under applicable laws (whether by assessment or otherwise) to pay in respect of each Silvertoken Holder(s) or any purchases of silver, or withdrawals related thereto (including any payment of Tax required by reason of an earlier failure to withhold). In the event that we are required under applicable law to pay any Tax on Allocated Silvertoken Holder(s) behalf, we are hereby authorized, without prior notice to you, to debit this amount prior to the reinvestment of more silver which would adjust future backing of Silvertoken(s). If the aggregate reinvestment fee collected from the Allocated Token(s) transaction fees is not sufficient to pay such Tax, we will adjust transaction fees to pay current and any anticipated Tax in the future.
- 10.3 Credit balances: Any credit balance will be returned to Silvertoken Holder(s) in the form of Silvertoken(s).
- 10.4 Debit balances: Silvertoken Holder(s) are not entitled to withdraw more Silver then they hold private keys. We shall not carry out any instruction from Silvertoken Holder(s) where to do so would in our opinion cause any Silvertoken(s) to have a negative balance.
- 10.5 Calculation; Transaction fee is 1% of exchange or “Spot Rate” value of Silvertoken. This 1 % Transaction fee includes but not limited to: Administrative Cost, Company Profit, and 70% of the “Transaction Fee” will purchase new silver to support existing Silvertokens.
- SCOPE OF RESPONSIBILITY
- 11.1 Exclusion of liability: We will use reasonable care in the performance of our duties under this Agreement and will only be responsible for any loss or damage suffered by Silvertoken Holder(s) as a direct result of any negligence, fraud or willful default on our part in the performance of our duties (including as set out in Clause 8.3), and in which case our liability will not exceed the aggregate market value of the Silver balance of that Silvertoken Holder at the time of such negligence, fraud or willful default (calculating the value using the next available prices for Silvertokens as posted on our website following the occurrence of such negligence, fraud or willful default). We shall not in any event be liable for any consequential loss, or loss of profit or goodwill, whether or not resulting from any negligence, fraud or willful default on our part.
- 11.2 No duty or obligation: We are under no duty or obligation to make or take, or require any Sub-Custodian to make or take, any special arrangements or precautions beyond those required by these Rules.
- 11.3 Insurance: Unless otherwise agreed: Silver inventory insurance is issued by Marsh and underwritten by Lloyd’s of London, provides insurance for all assets in storage against all forms of loss except the listed exclusions, which are; radioactive contamination, cyber-attack, terrorism and war, which are all standard insurance exclusions.
- 11.4 Delays: We shall not be liable to you for any delay in performance, or for the non-performance, of any of our obligations under this Agreement by reason of any cause beyond our reasonable control. This includes any breakdown, malfunction or failure of, or in connection with, any communication, computer, transmission, clearing or settlement facilities, industrial action, acts and regulations of any governmental or supranational bodies or authorities, or the rules of any relevant regulatory or self-regulatory organization.
- 11.5 Indemnity: You shall indemnify and keep us indemnified (on an after tax basis) against all costs and expenses, damages, liabilities and losses which we may suffer or incur, directly or indirectly in connection with this Agreement except to the extent that such sums are due directly to our negligence, willful default or fraud.
- 11.6 Lien and power of sale: We shall exercise such lien and power of sale rights (if any) in respect of the Silver held for Allocated Silvertoken Holder(s). Without prejudice to any lien or power of sale rights which we may have pursuant to this clause, or which any Sub-Custodian may have pursuant to the terms on which it holds Silver for us, we shall not pledge, or create any security interest over, any Silver held for Silvertoken Holder(s).
11.7 Our interests and affiliates’ interests: We have the right, without notifying
Holder(s), to take any other
action permitted by the terms of this Agreement even where:
- (a) we, directly or indirectly, have an interest in the consequences of such instruction or action;
- (b) we have a relationship with another party which does or
a conflict with our duty to Silvertoken Holder(s), including (without prejudice)
where we or any of our associates may
- (i) act as financial adviser, banker or otherwise provide services to Allocated Silvertoken Holder(s) counterparty;
- (ii) act in the same arrangement as agent for more than one client; or
- (iii) earn profits from any of the activities listed herein.
- We or any of our divisions, branches or affiliates may be in possession of information tending to show that the action required by Silvertoken Holder(s) instructions may not be in your best interests, but shall not have any duty to disclose any such information.
12.1 Method: for Silvertoken Holder(s) is to:
- (a) Transfer, sell, or exchange your Allocated Silvertoken(s) for other assets, of value.
- (b) Withdraw your silver as stated in Section 4.
- (c) We may terminate this Agreement by
- (i) Giving not less than 30 Business day notice posted on our website (www.silvertoken.com), or
- (ii) Immediately by giving notice on our website (www.silvertoken.com), in the event of the presentation of a winding up order, bankruptcy. Any such notice given will specify: or
- (iii) The date on which the termination will take effect (the “Termination Date”);
- (iii) All other necessary arrangements for the delivery of the Allocated Silvertoken(s) and their Holder(s) silver.
- 12.2 Existing rights: Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed.
- 12.1 Method: for Silvertoken Holder(s) is to:
- 13.1 Form: A notice posted on our website (www.silvertoken.com), or other communication under or in connection with this Agreement may be given in writing (or, unless otherwise agreed, orally). References to writing include an electronic transmission in a form permitted by Clause 13.2.
- 13.2 Method of transmission: Any notice or other communication shall be delivered personally or sent by first class post, pre-paid recorded delivery (or airmail if overseas), authenticated electronic transmission (including fax and email) or such other electronic transmission, to the party due to receive the notice or communication, at its address, number or destination set out in this Agreement or another address, number or destination specified by that party by written notice to the other.
- 13.3 Deemed receipt of notice: A notice posted by us on our website (www.silvertoken.com), or other communication under or in connection with this Agreement will be deemed received after 30 days.
- 13.4 Recording of calls: We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and accepted by Silvertoken Holder(s) as evidence of the orders or instructions given.
- 14.1 No advice: Our duties and obligations under this Agreement do not include providing you with investment advice. In asking us anything about Allocated Silvertoken(s), you do so in reliance upon your own judgement and we shall not owe to you any duty to exercise any judgement on your behalf as to the merits or suitability of any deposits into, or withdrawals from, an Allocated Account.
- 14.2 Rights and remedies: Our rights under this Agreement are in addition to, and independent of, any other rights which we may have at any time in relation to the silver inventory, and any lien or other rights we may have to set-off, combine or consolidate any of this inventory.
- 14.3 Business Day: If an obligation of a party would otherwise be due to be performed on a day which is not a Business Day in respect of the relevant Allocated Silvertoken(s), such obligation shall be due to be performed on the next succeeding Business Day in respect of that Allocated Silvertoken(s).
- 14.4 Assignment: This agreement is for the benefit of and binding upon us both and our respective successors and assigns. You may sell, transfer, your right, title or interest in relation to your Silvertoken(s) delivered to us for withdrawal of Silver, but will NOT change any right or obligation under this Agreement, unless we otherwise agree in writing.
- 14.5 Amendments: Will be added to this agreement when needed. Once added they will be enforceable without further notice.
- 14.6 Partial invalidity: If any of the clauses (or part of a clause) of this Agreement becomes invalid or unenforceable in any way under the Rules, the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired.
- 14.7 Liability: Nothing in this Agreement shall exclude or limit any liability which cannot lawfully be excluded or limited (e.g. liability for personal injury or death caused by negligence).
- 14.8 Entire Agreement: This document represents the entire agreement, and supersedes any previous agreements between us relating to the subject matter of this Agreement.
- 14.9 Joint and several liability: All Silvertoken Holder(s), your responsibilities under this Agreement apply to each of you individually as well as jointly.
- GOVERNING LAW AND JURISDICTION
- 15.1 Governing law: This agreement is governed by, and will be construed in accordance with, Nevis law.
- 15.2 Jurisdiction: The courts of Nevis are to have exclusive jurisdiction to settle any disputes or claims (each a “Dispute”) which may arise out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.
15.3 Arbitration: Notwithstanding any other provision of this Agreement, the parties to
Agreement agree that one party
(“Party A”) may elect that the Dispute be resolved by arbitration and not litigation by
writing to the other party (“Party B”) sent at least 14 days in advance of the proposed
appointment of arbitrators. If Party A receives written objection to referral of the
from Party B within 14 days of the date of Party A’s notice, the Dispute shall be referred
courts of Nevis pursuant to Clause 15.2, but otherwise the dispute shall be referred to
under the Rules of the International Arbitration (the “Arbitration Rules”) and finally
arbitration under the Arbitration Rules which are deemed to be incorporated by reference
clause. Judgement upon the award rendered by the arbitrators may be entered in any court
thereof. Where a Dispute is referred to arbitration pursuant to this provision:
- (a) The parties to this Agreement agree that:
- (i) The number of arbitrators shall be three, consisting of one arbitrator appointed by each of the parties and other by those 2 arbitrators, who shall act as chairman, of the other two (2) arbitrators;
- (ii) The place of the arbitration shall be Nevis unless otherwise agreed.
- (iii) The language to be used in the arbitration proceedings shall be English; and
- (iv) The decision and award of the arbitration shall be final.
- (b) If any Dispute raises issues which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an “Existing Dispute”), or arises out of substantially the same facts as are the subject of an Existing Dispute (in either case a “Related Dispute”), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the Arbitrators in respect of any Related Dispute.
- (c) The arbitrators, upon the request of one of the parties to a Dispute or a party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute, may join any party to any reference to arbitration proceedings in relation to that Dispute and may make a single, final award determining all Disputes between them. Each of the parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute.
- (d) Where, pursuant to the above provisions, the same arbitrators have been appointed in relation to two or more Disputes, the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators thinks fit. The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable.
- (f) The parties hereby agree to waive any right of appeal to any court of law or other judicial authority insofar as such waiver may be validly made.
- (a) The parties to this Agreement agree that:
- 15.4 Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgment, enforcement or otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.
- 15.5 Indemnity: Token Holder agrees to defend indemnify, and hold harmless SLV Token, LLC. and its affiliates, officers. Directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, cost, attorney fees, or expenses of whatever kind.
- 15.6 Third Party Rights: A person who is not a party (Silvertoken Holder(s)) to this Agreement has no right to enforce any term of this Agreement.
- 15.7 Service of process: Is in the form of posting to our website www.silvertoken.com or by sending email from our electronic newsletter.