TOKEN TERMS AND CONDITIONS

Last Updated: March 2022

These Terms set out the agreement between We/Us/Our i.e., Assetcoin Capital Fund, LLC whose head office is 1309 Coffeen Avenue Ste 1200, Sheridan, WY 82801; and You/Your i.e., the Owner for the time being, or any prospective Owner, of one or more of our Assetcoin Equity Tokens.

 

What these Terms cover

These Terms set out the entire terms on which our “Assetcoin Equity Tokens” (hereinafter referred to as “Tokens”) may be purchased (whether directly from us or otherwise), Owned and sold. All Policies are deemed to be incorporated into the Terms. Where there is a conflict between the Terms and a Policy, the Terms will prevail.

These Terms apply to you in respect of your purchase, Ownership, and sale of any Token. If you do not agree with these Terms, you should not seek to purchase, Own, or sell (and should take no further action in respect of) our Tokens. Please take all necessary legal, financial, and technical advice before proceeding.

Please note that nothing in these Terms (and nothing related or connected in any other manner with any Token) amounts to legal, financial, or technical advice, a solicitation or invitation to invest, or an offer or invitation in respect of shares or securities in any jurisdiction.

Given the permanent nature of any transfer of a Token, it may not be possible for you to enjoy the full benefit of any applicable consumer rights.

Please note that we may change these Terms in our sole discretion at any time, as set out below.

 

Our Tokens

Details of Tokens currently available for purchase from us can be found only on the broker-dealer website www.assetcoin.gold. If you are not purchasing your Tokens directly from the broker-dealer website, please check with us first to verify whether you can legally purchase the tokens. Any third-party purchase must be scheduled and by agreement between us and you.

Our Tokens are not a governance tokens and no purchase or Ownership of any Token grants you any say or voting rights in Assetcoin.

 

As with all investment there are associated risks. Each purchase or sale of a Token therefore carries a high-risk of a loss and should not be considered an investment. You should not proceed with any purchase, Ownership, or sale of a Token unless you are comfortable with this.

 

Price

The price of each Token is set by the current Owner (which may not be us) or as otherwise specified on the broker dealer website. We reserve the right to change, modify or increase the price of any Token at any time before we first sell it. You are responsible for monitoring any changes in price which are made before purchase of a Token. You are also responsible for all fees and taxes associated with your purchase, Ownership, and sale of a Token.

 

Owning a Token

In order for you to purchase, Own and sell Tokens, the following must be true at all times:

  • you are a natural person with full legal capacity, aged 18 or older;

  • you have sufficient knowledge of digital currencies, non-fungible tokens, blockchain and applied cryptography to understand the risks inherent in dealing with Tokens;

  • you are not legally prohibited from purchasing, Owning, or selling Tokens;

  • you will provide us with (and update as necessary) all necessary accurate, current, and complete information about yourself;

  • you authorize us to make all necessary inquiries (directly and through third parties) to successfully verify your identity (including “Know Your Client” – KYC checks) and conduct anti-fraud and anti-money-laundering checks.

You must not purchase, Own, or sell Tokens for any of the following purposes, and you must not do (or permit any third party to do) any of the following at any time in connection with Tokens:

  • engaging in speculative investment;

  • conducting or engaging in illegal activity, or hiding or disguising the proceeds of illegal activity;

  • engaging in deceptive, fraudulent, or malicious activity;

  • modifying or altering an Image in any way or incorporating it into any new token;

  • reverse-engineering, decompiling, disabling, or disassembling Tokens or our website;

  • using the Image to advertise, market, or sell any third-party product or service;

  • commercializing the Image in any way or otherwise using the Image except as expressly permitted in these Terms;

  • infringing our intellectual property rights or the intellectual property rights of any third party;

  • claiming intellectual property rights in or to the Image (including applying to register the Image as a trademark);

  • using the Image in any way that might reasonably be deemed to jeopardize our reputation, standing or goodwill, or the rights of third parties;

  • breaching these Terms in any manner.

In addition, you agree that:

  • we reserve the right in our sole discretion to refuse any request to purchase any Token from us and/or to redeem any Tokens;

  • you accept all risks associated with purchasing, Owning, and selling Tokens;

  • you are responsible for maintaining the security and compatibility of your digital wallet and you will not allow any third party to access or use your digital wallet;

  • we will not be responsible for any aspect of the security of (nor for any unauthorized access or use of) your digital wallet or any Token Owned by you.

 

You may seek permission from the broker dealer to sell a Token to a third party but only as part of a sale of the whole of that Token together with all your rights in it. You must make any purchaser aware of these Terms, and that their Ownership of the Token will be subject to these Terms.

 

Termination

If you are at any time in breach of any of these Terms, we can immediately terminate our relationship with you. In such circumstances, our accrued rights, and liabilities up to that date will not be affected and we will not be obliged to refund any money already paid, nor to take any action to complete any sale or purchase of a Token.

 

Due to the nature of Tokens, any transaction made in respect of a Token is permanently recorded. However, we will use our reasonable efforts to provide a refund where:

  • you have purchased the Token directly from us;

  • you have not used that Token in breach of these Terms;

  • you notify us of your intention to cancel the contract within 14 days of your purchase of a Token from us;

  • you transfer the Token back to us within 14 days; and

  • you permanently delete all data, files, copies and other information in your possession or control which is associated with the Token (including the Image) and certify to us in writing that you have done this.

 

Where you have purchased a Token from a third party other than us, your consumer and other rights will depend on the pertaining circumstances and should be discussed with that third party.

Intellectual property

 

We own all intellectual property rights in our Tokens. You may not infringe any of these intellectual property rights (including by reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from any Token).

 

Our Tokens confer no governance rights of any kind with respect to us or our website and we may make all decisions involving us, our business, the Tokens and/or our website in our sole discretion (including decisions which may adversely affect Tokens). To the fullest extent possible in accordance with applicable laws (but specifically without affecting your consumer rights), we exclude all warranties regarding Tokens.

 

Privacy

Our Privacy Notice can be found here and sets out how we handle personal information including details of individuals’ legal rights in respect of their personal information.

Liability and Indemnity

You agree to indemnify, defend and hold harmless us and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners from and against any direct, indirect or consequential: claim, liability, loss, expenses, damage, suit, judgment, litigation cost, and/or legal fees (calculated on a full indemnity basis) arising out of or in any way related to:

  • your breach of these Terms;

  • your misuse or unauthorized purchase of any Tokens;

  • your violation of any applicable laws, rules, or regulations in respect of any Tokens;

  • your infringement of any of our rights or the rights of any third party (including intellectual property rights, rights of publicity, rights of privacy, and rights in respect of defamation) in connection with any Token.

To the maximum extent permitted by law, we (and our directors, officers, agents, employees, advertisers, licensors, suppliers and partners) will not be liable to you, whether in contract, tort (including negligence), under statute or otherwise at law or in equity, for any business losses (including loss of: data, profits, revenue, business, opportunities, goodwill, or reputation) business interruption or other losses which are not reasonably foreseeable by us, or any expenses, fines or penalties, which arise, directly or indirectly, from:

  • your purchase, Ownership, or sale (or your inability to purchase, Own or sell) a Token;

  • your use of (or your inability to use) all or any element of a Token;

  • your use of (or your inability to use) any third party websites;

  • your breach of any of these Terms or any current or future law or regulation relating to the purchase, Ownership, or sale of Tokens;

  • any delay or disruption relating to or caused by your internet connection;

  • viruses or other malware, or any bugs, errors, or inaccuracies of any kind in any Token and/or our website;

  • any damage to your hardware or other physical property resulting from your purchase, use or sale of any Tokens;

  • any unauthorized access or activity by third parties; and

  • any need to modify your practices, content, or behavior (or your inability to do so) as a result of changes to these Terms.

 

If, notwithstanding the previous paragraph, we are found to be liable to you in respect of any such matter, our liability to you or to any third party will be limited to the total price for which we originally sold the Tokens in question.

Nothing in these Terms shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law.

Definitions

 

The following definitions apply throughout these Terms:

Image means the art, design, and drawings comprised in a Token;

Owner means, in respect of a Token, (initially) us and (subsequently) any party that has purchased or otherwise rightfully acquired that Token directly or indirectly from us, where proof of such purchase is recorded, and Own/Owned shall be construed accordingly;

 

Policies means any relevant policy published from time to time on our website including:

  • our Privacy Notice which governs how we may process personal information;

Terms means these terms and conditions, incorporating any Policies;

Token means specifically Assetcoin Equity token.

 

Miscellaneous

We may amend these Terms by updating them on our website. You should review these Terms from time to time and make yourself aware of any changes. Where we make changes that affect your rights and you have provided us with your email address, we will notify you about the changes.

Each of you and us must promptly do all further acts and execute and deliver all further documents, certificates and instruments required by law or reasonably requested by the other to give full effect to these Terms and any dealings under them.

You and we are each acting on our own respective behalf and not for the benefit of any other person. Nothing in these Terms will, or will be deemed to:

  • establish any partnership or joint venture between you and us;

  • constitute either you or us the partner, employee, servant, or agent of the other; or

  • authorize either you or us to make any commitment on behalf of the other for any purposes whatsoever.

 

These Terms comprise the whole of the agreement between you and us in relation to their subject matter. No further or other covenants exist or are implied between you and us by way of collateral or other agreement or by reason of any alleged promise, representation, warranty or undertaking previously given or made by you or us to the other.

 

We may assign or subcontract our rights and obligations under these Terms without your prior written consent, provided that we do so on terms that are no less advantageous to you. You must not assign your rights and obligations under these Terms except as part of a permitted sale of a Token to a third party.

Neither you nor we will have any liability for any delays or failures in performance of these Terms resulting from circumstances beyond our respective reasonable control.

Except as expressly stated otherwise in these Terms, all rights under these Terms are cumulative and are in addition to any other rights. No single or partial non-exercise or delay in exercise of a right relating to these Terms will prevent any other exercise of that right or the exercise of any other right.

 

Each provision of these terms operates separately. If any provision is held to be illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the remainder.

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular. Any words following “including” or “include” or any similar expression shall be construed as illustrative and shall not limit the sense of any preceding words.

 

The laws of the state of Wyoming will govern (and the courts of the State of Wyoming will have exclusive jurisdiction over) these Terms, the Tokens (including your Ownership of any Token) and all dealings involving either or both of you and us in respect of Tokens.