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IMPORTANT LEGAL DISCLAIMER & NOTICE TO MVP PARTICIPANTS

THESE DRAFT DOCUMENTS – THE TERMS OF SERVICE AND THE PRIVACY POLICY – ARE SPECIFICALLY TAILORED FOR THE GOLDTRUST MINIMUM VIABLE PRODUCT ("MVP"). THE MVP IS AN EXPERIMENTAL PLATFORM OPERATING WITH A LIMITED, PRE-SCREENED GROUP OF USERS FOR THE SOLE PURPOSE OF TESTING CORE FUNCTIONALITIES AND GATHERING FEEDBACK.

THESE DOCUMENTS ARE NOT COMPREHENSIVE LEGAL AGREEMENTS SUITABLE FOR A PUBLICLY LAUNCHED, FULLY OPERATIONAL PLATFORM, NOR ARE THEY A SUBSTITUTE FOR DETAILED LEGAL REVIEW AND CUSTOMIZATION BY QUALIFIED LEGAL COUNSEL EXPERIENCED IN FINTECH, COMMODITIES TRADING, DIGITAL ASSETS, INTERNATIONAL LAW, AND DATA PROTECTION REGULATIONS APPLICABLE TO GOLDTRUST'S INTENDED JURISDICTIONS OF OPERATION.

BY PARTICIPATING IN THE GOLDTRUST MVP, YOU ACKNOWLEDGE AND AGREE THAT:

  • THE PLATFORM IS EXPERIMENTAL AND MAY CONTAIN ERRORS, BUGS, OR INCOMPLETE FEATURES.
  • MANY PROCESSES, INCLUDING USER VERIFICATION (KYC/KYB) AND TRANSACTION FACILITATION (ESCROW SIMULATION, ASSET VERIFICATION COORDINATION, HANDLING OF PRE-FUNDED COSTS), ARE MANUAL AND ADMINISTERED BY GOLDTRUST PERSONNEL.
  • THESE TERMS AND PRIVACY POLICY ARE PRELIMINARY, SUBJECT TO SIGNIFICANT CHANGE, AND ARE PROVIDED WITH LIMITED WARRANTIES AND SIGNIFICANT LIMITATIONS OF LIABILITY REFLECTING THE MVP'S EXPERIMENTAL NATURE.
  • GOLDTRUST WILL ENGAGE LEGAL PROFESSIONALS TO DEVELOP FINALIZED, LEGALLY BINDING, AND JURISDICTIONALLY-APPROPRIATE TERMS OF SERVICE AND A PRIVACY POLICY BEFORE ANY WIDER PUBLIC LAUNCH, PROCESSING OF SIGNIFICANT PERSONAL DATA VOLUMES, OR FACILITATION OF SUBSTANTIAL FINANCIAL TRANSACTIONS.

    • YOUR PARTICIPATION IN THE MVP IS VOLUNTARY AND ENTIRELY AT YOUR OWN RISK.

    GoldTrust - MVP Terms of Service

    Effective Date: August 2025

    Welcome to the GoldTrust Minimum Viable Product ("MVP" or "Platform"). The MVP is operated by [Your Company Name, if formally registered for the MVP, otherwise "the GoldTrust Initiative"] ("GoldTrust," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the MVP. By registering for an account, accessing, or using any part of the Platform, you ("User," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms, as well as the GoldTrust MVP Privacy Policy (v1.3), the GoldTrust Transaction & Escrow Policy (Manual MVP - Draft v1.1), and the GoldTrust Seller Listing Policy & Agreement Addendum (Manual MVP - Draft v1.1), all of which are incorporated herein by reference. If you do not agree with these Terms or any incorporated policies, you must cease all use of the Platform immediately.

    1. Purpose and Nature of the MVP

    • 1.1. The GoldTrust MVP is an experimental, pre-commercial software platform designed to test and validate core functionalities for a future digital marketplace intended to facilitate secure and transparent trading of physical gold between verified participants.
    • 1.2. Key functionalities being tested within the MVP include: user registration and onboarding; Know Your Customer/Know Your Business (KYC/KYB) verification procedures (initially manual); mechanisms for Sellers to list physical gold, requiring submission of documentary evidence regarding the asset; tools for Buyers to discover listings and express transactional interest; admin-facilitated communication channels; and an admin-managed manual escrow simulation process which incorporates protocols for physical asset verification (e.g., third-party inspection) for non-vaulted gold, protocols for Buyer pre-funding of specific, agreed-upon upfront Seller operational costs (e.g., export taxes, smelting) via escrow, as well as identifying gold potentially eligible for future tokenization (GTT).
    • 1.3. You acknowledge the MVP is provided "as-is," "as-available," and "with all faults." It is experimental, may contain errors or incomplete features, and its functionalities or these Terms may change substantially without extensive notice during this testing phase. GoldTrust provides no warranties regarding the MVP's stability, security, reliability, or suitability for any purpose beyond testing and feedback collection.

    2. Eligibility, Account Registration and Security

    2.1. Eligibility:You must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction) and possess the full legal capacity and authority to enter into and comply with these Terms. If registering or using on behalf of a business entity, you represent and warrant you have the authority to bind that entity. GoldTrust reserves the right to request proof of age or authority.

    2.2. Accurate Information: You commit to providing accurate, truthful, current, and complete information during registration and throughout your use of the Platform, especially for KYC/KYB procedures as outlined separately. You agree to promptly update any information that changes.

    2.3. Account Security: You are solely responsible for maintaining the confidentiality of your account password and any other access credentials. You are fully responsible for all activities occurring under your account. Notify GoldTrust immediately of any unauthorized use or security breach.

    2.4. Account Access Discretion: GoldTrust reserves the right, in its sole discretion and without liability, to refuse service, refuse registration, or suspend/terminate any User account at any time for reasons including, but not limited to, incomplete/false information, violation of these Terms, suspicious activity detected during KYC/AML or transaction monitoring, failure to cooperate with verification procedures, or actions deemed detrimental to the Platform or its community.

    3. User Obligations and Acceptable Use Policy

    • 3.1. Lawful & Ethical Use: Use the Platform solely for lawful purposes related to the potential purchase or sale of physical gold, complying with these Terms, all applicable laws (trade, sanctions, AML/CFT, commodities), and ethical standards.
    • 3.2. Prohibited Activities: You shall NOT:
    • a. Engage in fraud, deception, or manipulation.
    • b. Misrepresent identity, affiliations, or gold characteristics (origin, quality, legality).
    • c. Use for money laundering, terrorist financing, sanctions evasion, or other illicit finance.
    • d. Post unlawful, defamatory, obscene, or offensive content.
    • e. Interfere with/disrupt/burden the Platform, servers, or security.
    • f. Introduce malware or harmful code.
    • g. Attempt unauthorized access.
    • h. Reverse engineer or decompile the Platform.
    • 3.3. Seller-Specific Responsibilities & Warranties:* By listing gold on the Platform, you as a Seller represent, warrant, and covenant (as further detailed in the Seller Listing Policy & Agreement Addendum):
    • a. All listing information (description, purity, weight, origin, assays, photos, licenses, vaulting status) is truthful, accurate, current, complete, and specific to the listed gold.
    • b. All submitted documentary evidence is genuine, unaltered, and pertains to the specific gold lot.
    • c. You possess clear, unencumbered legal title and full authority to sell and transfer the listed gold.
    • d. The physical gold substantially conforms to the listed specifications.
    • e. You will cooperate fully and promptly with GoldTrust and any agreed third-party inspectors for asset verification as per platform policies.
    • f.You acknowledge potential liability for direct costs from failed asset verification due to your material misrepresentation.
    • g. You will accurately declare any essential upfront operational costs (taxes, smelting, local logistics) if requesting Buyer pre-funding facilitation via escrow, and provide verifiable documentation for such costs.
    • 3.4. Buyer-Specific Responsibilities & Acknowledgements: As a Buyer, you agree:
    • a. You are solely responsible for independent due diligence on listings, Sellers, and deal terms.
    • b. GoldTrust's participant verification (KYC/KYB) and listing approval (based on documents) do not guarantee Seller performance or absolute asset authenticity/quality.
    • c. For non-vaulted gold, you have the right (and are advised for significant deals) to negotiate for independent third-party physical inspection as a condition within the escrow process. Arrangement and cost allocation are part of deal negotiation.
    • d. You understand that if you agree to pre-fund specific Seller upfront operational costs (taxes, smelting, local logistics) through escrow, GoldTrust will facilitate the disbursement of these funds for their intended purpose under strict controls as outlined in the Transaction & Escrow Policy, but the risk of these specific funds if the deal subsequently fails due to Seller fault (after cost disbursement) may ultimately be subject to the agreed deal terms and recovery from the Seller.
    • e. You will promptly provide formal confirmation of satisfactory (or disputed with evidence) receipt/inspection outcomes to GoldTrust Admins to facilitate escrow.

    4. Scope of MVP Services and Operational Limitations

    • 4.1. Marketplace Venue:GoldTrust acts as a venue, not a traditional broker, financial institution, advisor, or physical custodian (except potentially linked to future GTT vaulting).
    • 4.2. KYC/KYB/AML Verification: Mandatory, initially manual process; approval at GoldTrust discretion.
    • 4.3. Escrow Simulation (Manual Facilitation with Integrated Asset Verification & Cost Handling Logic): Admin-managed process (via designated account or third-party coordination). Fund release to the Seller is strictly contingent upon Admin verification of successful completion of all agreed steps, including satisfactory asset verification outcome.The process includes provisions for agreed Buyer pre-funding of specific, verifiable Seller upfront operational costs, with Admin-facilitated disbursement from escrow for these stated purposes before other main transaction conditions are met. Detailed procedures, including handling of failed verifications and associated cost liabilities (for both the main transaction and any pre-funded costs), are outlined in the "GoldTrust Transaction & Escrow Policy (Manual MVP - Draft)". Users accept the risks and limitations of this manual MVP process; GoldTrust is not acting as a licensed escrow agent or a lender.
    • 4.4. Gold-Backed Token (GTT) - Conceptual Framework: Features related to GTT are conceptual for testing feedback; no actual GTT with value exists on the MVP. GTT eligibility flag based on Admin's conceptual vault verification.
    • 4.5. Asset Verification Coordination Facilitation: Admins may assist communication for agreed third-party inspections of non-vaulted gold but do not perform inspections or guarantee accuracy. Users rely on the chosen inspector.
    • 4.6. No Guarantees: GoldTrust does not guarantee deals, party performance, or absolute asset authenticity (beyond facilitating verification frameworks). Transactional risk remains with Users.

    5. Fees and Charges (MVP Phase)

    Platform transaction fees may be waived for initial pilot users providing feedback. Nominal fees may be charged on a per-deal basis, with explicit prior agreement, for Admin facilitation services, or for coordinating third-party services (like inspections), or for facilitating the secure disbursement of Buyer pre-funded upfront Seller costs (e.g., taxes, smelting, local logistics) through the escrow mechanism. Costs of third-party services themselves are typically negotiated between Buyer/Seller and documented in their deal terms. A formal fee schedule applies post-MVP.

    6. Intellectual Property Rights

    All rights to "GoldTrust" name, logo, platform software, content ("Platform IP") belong to GoldTrust/licensors. You receive a limited, non-exclusive, revocable license for MVP testing only. No copying, modifying, distributing Platform IP without written consent.

    7. Disclaimers of Warranties & Acknowledgement of Risk

    • 7.1. PLATFORM PROVIDED "AS IS," "AS AVAILABLE," "WITH ALL FAULTS." GOLDTRUST DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT.
    • 7.2. NO WARRANTY OF UNINTERRUPTED, SECURE, ERROR-FREE OPERATION, ACCURACY OF INFORMATION (INCLUDING USER LISTINGS/KYC), CORRECTION OF DEFECTS, OR MEETING USER EXPECTATIONS.
    • 7.3. GOLDTRUST IS NOT PARTY TO USER TRANSACTIONS. NO GUARANTEE OF GOLD EXISTENCE, QUALITY, AUTHENTICITY, LEGALITY; LISTING ACCURACY; SELLER'S ABILITY TO SELL/DELIVER; OR BUYER'S ABILITY TO PAY. GOLDTRUST'S VERIFICATION PROCESSES AIM TO MITIGATE RISK BUT CANNOT ELIMINATE IT. ALL TRANSACTIONAL RISKS ARE BORNE BY USERS. INDEPENDENT DUE DILIGENCE AND USE OF INSPECTION MECHANISMS ARE STRONGLY ADVISED.

    8. Limitation of Liability

    • 8.1. TO MAXIMUM EXTENT PERMITTED BY LAW, GOLDTRUST (INCL. AFFILIATES, DIRECTORS, EMPLOYEES) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCL. LOST PROFITS, DATA, GOODWILL) ARISING FROM: (I) PLATFORM USE/INABILITY TO USE; (II) THIRD-PARTY CONDUCT/CONTENT; (III) INFO OBTAINED VIA PLATFORM; (IV) UNAUTHORIZED ACCESS/USE; (V) ANY TRANSACTION OR DISPUTE BETWEEN USERS, INCLUDING ISSUES FROM GOLD QUALITY, PAYMENT, DELIVERY, OR ASSET VERIFICATION OUTCOMES (INCLUDING DISPUTES OVER PRE-FUNDED COSTS); (VI) ANY OTHER MATTER RELATING TO MVP/TERMS.
    • 8.2. GOLDTRUST'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATED TO MVP USE SHALL NOT EXCEED THE GREATER OF (A) FEES PAID BY YOU TO GOLDTRUST FOR MVP SERVICES IN THE PRIOR 3 MONTHS, OR (B) USD $10.00.
    • 8.3. Some jurisdictions may not allow full exclusion/limitation; limitations apply to the maximum extent permitted.

    9. Indemnification

    You agree to indemnify, defend, and hold harmless GoldTrust (incl. affiliates, personnel) from all claims, liabilities, damages, losses, costs (incl. reasonable attorney fees) arising from: (a) your platform use; (b) your submitted content/information (incl. misrepresentations in KYC or listings); (c) your violation of these Terms; (d) your violation of third-party rights; (e) your violation of applicable laws. GoldTrust reserves right to assume exclusive defense.

    10. Governing Law and Dispute Resolution

    • 10.1. Governing Law: Governed by laws of [Specify Chosen Jurisdiction, e.g., "the Dubai International Financial Centre (DIFC), UAE"], without regard to conflict of law principles.
    • 10.2. Amicable Negotiation: Parties agree to attempt good faith negotiation for 30 days upon written notice of dispute.
    • 10.3. Formal Dispute Resolution: If negotiation fails, dispute resolved by [Specify binding method: e.g., "binding arbitration administered by DIAC-LCIA under its rules, seated in Dubai, single arbitrator, English language." OR "exclusive jurisdiction of the DIFC Courts."]. Procedures for disputes related to asset verification outcomes or pre-funded costs may be further detailed in the Transaction & Escrow Policy.

    11. Termination and Suspension of Access

    GoldTrust may terminate/suspend your account/access immediately, without notice or liability, for breach of Terms, suspicious activity, inactivity, unacceptable risk, or failure to cooperate with required participant or asset verification processes, or misrepresentation related to upfront cost declarations. Survival clauses apply post-termination.

    12. Modifications to the Terms or Platform

    GoldTrust reserves right to modify Terms or MVP features at its discretion. Material changes to Terms will be notified reasonably. Continued use after changes constitutes acceptance.

    13. General Provisions

    • 13.1. Entire Agreement: These Terms, the Privacy Policy (FINAL MVP v1.3), the Transaction & Escrow Policy (Manual MVP - Draft v1.1), and the Seller Listing Policy & Agreement Addendum (Manual MVP - Draft v1.1) constitute the entire MVP agreement.
    • 13.2. Severability: Invalid provisions severed/limited; remainder enforced.
    • 13.3. No Waiver: Failure to enforce a right is not a waiver; waivers must be written.
    • 13.4. Assignment: You cannot assign rights/obligations without consent; GoldTrust may assign freely.
    • 13.5. Headings: For convenience only, no legal import.

    14. Contact Information

    Email: [Your Official Email Address, e.g., legal@goldtrust.io or mvp-support@goldtrust.io]
    Subject Suggestion: "MVP Terms of Service Inquiry"