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GEM NFT Conversion Terms and Conditions

1. Acceptance of Terms

These Terms (the “Terms”) govern the Client’s conversion to GEM (Globally Exchanged Metals Non-Fungible Tokens) NFTs from GPRO Tokens. 

By clicking an “agree” or “accept” or similar box or by converting or initiating any conversion to GEM NFTs, the Client agrees to comply with these Terms, all applicable laws, and the policies referenced herein. Any conversion to GEM NFTs is contingent upon the Client’s acceptance of these Terms and other applicable terms.

The Client should not proceed to convert, purchase, or interact with any GEM NFTs if they do not agree with the applicable terms.

2. Definitions

Company: means IPMB BULLION s.r.o., incorporated and registered in the Czech Republic, with company number 19796901 and registered office at Chudenika,15/30, Prague, Czech Republic.

Conversion: means the process through which GPRO Tokens are converted or exchanged for GEM NFTs, wherein users can select specific GEM NFTs based on the applicable grams of gold. The required GPRO Tokens are burned based on the Conversion Formula outlined on the Company’s website or any other material the company may make available, and the corresponding GEM NFTs are issued to the Client Wallet.  

Conversion Formula(s): means the calculation method(s) or mathematical formula(s) for determining the number of GPRO Tokens required for Conversion, available on the Company’s website or any other material the company may make available.

Client: The person (legal or natural) that seeks to Convert to GEM NFTs.

GPRO Token: The crypto-asset (fungible token) issued by the Company as described in the Company’s whitepaper.

Client Wallet: A distributed ledger wallet owned and controlled by the Client used for Conversion to GEM NFTs.

GEM NFTs: GEM non-fungible tokens backed by physical gold as described in the Company’s whitepaper.

GEM NFT Smart Contract: A Smart Contract that governs the creation, issuance, and management of GEM NFTs. This contract facilitates the Conversion, enforces predefined rules, and ensures the secure and transparent execution of all related transactions.

Staking Discounts: The discounts earned from staking GPRO Tokens as described in the Company’s whitepaper through the Staking Service. Any discount(s) are returned in GPRO tokens to the Client’s Wallet via an applicable smart contract.

Staking Service: The service that allows the Client to stake GPRO Tokens to receive applicable discounts.

Web App: The web application facilitating the Conversion, accessible through a web browser at the domain https://console.ipmb.com.

Gas Fees: The transaction fees paid by users to perform operations on a blockchain network. Gas Fees are typically required to compensate network participants (e.g., miners or validators) for the computational resources used to process and validate transactions or execute smart contract operations. These fees are determined by the blockchain network and may fluctuate based on network congestion and other factors. They are typically paid in the network’s native token.

Platform Fees: Fees charged by the Company for processing Client requests or transactions. These fees are determined solely at the Company’s discretion. Platform Fees will be transparently disclosed to the Clients at the time of processing a Staking or a Conversion request through the Web App and/or on the Company’s website.

Secondary Marketplace: Any third-party platform facilitating the sale and transfer of GEM NFTs.

Total Burned Tokens: The total amount of tokens burned during conversion to GEM NFT according to the Conversion Formula(s).

Burn to Redeem: Defines the process for requesting to redeem or claim the physical gold backing the GEM NFTs.

Creation Date: The date on which a GEM NFT is minted on the blockchain, marking its official issuance and beginning of its eligibility period for various functionalities, including the Redemption Period.

Redemption Period: The minimum required period of one (1) year starting from the Creation Date, before a request can be made to redeem or claim the physical gold backing the GEM NFTs.

3. Conversion of GEM NFTs 

3.1. Clients may convert GPRO Tokens into GEM NFTs by initiating the Conversion through the Web App. The conversion can be initiated in two ways:

a. Staking-Based Conversion: Clients who have participated in the Staking Service may convert GPRO Tokens into GEM NFTs once the full Staking Period has elapsed, signifying eligibility for conversion. At this point, the client may initiate a conversion request through their Client Wallet, triggering interaction with the GEM NFT Smart Contract. Upon completion of the blockchain transaction, any applicable Staking Discount will be refunded to the Client Wallet in GPRO Tokens, the remaining GPRO Tokens will be burned, and the corresponding GEM NFTs will be issued through the GEM NFT Smart Contract. Staking eligibility, discounts, and other related aspects are subject to the Staking Service Terms and Conditions.

b. Instant Buy: Clients may use the Instant Buy feature available on the Web App to burn GPRO Tokens and exchange them for a GEM NFT immediately, without participating in the Staking process. This method requires payment of a Platform Fee and allows for direct conversion at the time of the request.

3.2. The Conversion Formulas for staking-based and/or instant-buy conversions are outlined on the Company’s website or the Web app, and may be updated or amended at the Company’s sole discretion for business, regulatory, operational, or any other reason. Updates will be posted on the Company’s website or the Web App and become binding upon posting. Users are responsible for reviewing changes. For the avoidance of doubt, continued use of GEM NFTs, the Web App, the Conversion mechanism, and/or any other related services constitutes acceptance of these amendments.

3.3. The Company may refuse any Conversion if the Client fails to meet the Eligibility Requirements for Conversion outlined in Clause 4. 

3.4. A Conversion is considered successful when all of the following conditions are met:

  • The Client has initiated the Conversion through the Web App and authorised the transaction from their Client Wallet.
  • The required amount of GPRO Tokens, as determined by the Conversion Formula, has been successfully burned by the GEM NFT Smart Contract(s).
  • The GEM NFT Smart Contract has confirmed the issuance of the corresponding GEM NFT(s) and transferred them to the Client Wallet.
  • Any applicable Staking Discounts are refunded to the Client Wallet in GPRO Tokens. 
  • The Client has successfully paid all the Gas Fees and/or Platform Fees related to the transaction.
  • The transaction has been confirmed and recorded on the blockchain.

3.5. Upon a successful conversion in accordance with Clause 3.4:

  • The Client accepts that all conversions and/or purchases of GEM NFTs are final and non-refundable.
  • The Client obtains ownership of the GEM NFT, recorded on the blockchain. The Client may transfer, and resell the GEM NFT on compatible secondary marketplaces, provided that subsequent buyers accept these Terms.
  • The Client accepts that the Company may receive a royalty fee from each secondary sale, as embedded in the Smart Contract.

3.6. The Client is solely responsible for initiating the Conversion to GEM NFTs in accordance with Clause 3.1. 

3.7. Client Use Restrictions: The Client’s use of the Conversion functionality is subject to the following restrictions:

  • Personal and Non-Transferable Use: The Conversion functionality is provided exclusively for the Client’s personal, non-commercial use, or, where applicable, for the Client’s internal business purposes. The Client is prohibited from transferring, assigning, or sublicensing any rights associated with the use of the Conversion functionality to any third party without the Company’s prior written consent.

  • No Malicious Activity: The Client must not:
    • Introduce malware, viruses, worms, or any other harmful software into the Company’s System, Web App, Conversion mechanism and tools, and GEM NFT Smart Contract or other available smart contracts of the Company.
    • Circumvent, disable, or interfere with the security features or functionality of the Company’s System, Web App, Conversion mechanism and tools, and GEM NFT Smart Contract(s) or other available smart contracts of the Company.
    • Engage in activities that disrupt or damage the Company’s System, Web App, Conversion mechanism and tools, and GEM NFT Smart Contract(s) or other available smart contracts of the Company or its associated systems.
  • No Unauthorised Access or Automation: The Client must not:
    • Attempt to gain unauthorised access to any part of the Conversion mechanism, the GEM NFT Smart Contract(s), the Staking Service, or related systems.
    • Use bots, scripts, or other automated means to interact with the Conversion mechanism without prior explicit written consent from the Company.

  • No Misuse of Content or Intellectual Property Rights: The Client must not copy, replicate, manipulate, modify, distribute, or otherwise use any data, content, or intellectual property made available through the Web App, the GEM NFT Smart Contract(s), GEM NFT artwork, or the Conversion Mechanism without prior explicit written consent from the Company.

  • Compliance with Laws: The Client agrees to comply with all applicable laws, regulations, and industry standards in connection with the use of the Conversion mechanism, including but not limited to Anti-Money Laundering (AML) and data protection laws like the General Data Protection Regulation (GDPR).
  • Prohibition of illegal activities: The Client must not use GEM NFTs for illegal, unauthorised, or otherwise prohibited activities, including but not limited to fraud, money laundering, or any prohibited financial transactions.
  • No Fractionalisation or securitisation: The Client must not fractionalise, securitise, pledge, lease, or use as collaterals any GEM NFTs or allow GEM NFTs to be fractionalised, securitised, pledged, leased, or used as collateral, without the prior written consent of the Company.  

 3.8. Breach of Restrictions: Without limiting any other provision in these Terms, the Company reserves the right to suspend or terminate the Client’s access to any part of its systems, including the Conversion mechanism, take enforcement actions, or implement measures deemed necessary or appropriate to ensure compliance with its legal obligations, regulatory authority directives, court orders, or other valid orders.

4. Eligibility Requirements for Conversion

4.1. Clients converting from a Staking position must have successfully completed Know Your Customer (KYC) and Anti-Money Laundering (AML) verification in accordance with applicable laws, regulations, rules, and standards, including but not limited to EU and Czech laws and regulations and complete all other requirements that may be outlined in the Staking Service Terms and Conditions. Completion of these verification and any other requirements is a prerequisite for participation in the Staking service as provided in the Staking Service Terms and Conditions.

4.2. Regardless of the Conversion method, all Clients must successfully complete KYC and AML verification before redeeming the physical Gold through the “Burn to Redeem” process, which becomes available once the Redemption Period of the GEM NFT elapses. This process includes relevant compliance checks as well as any additional checks the Company may choose to implement at its sole discretion. Upon approval, Clients are permitted to request the physical redemption of the Gold associated with a GEM NFT, which requires connecting their Client Wallet and following the “Burn to Redeem” process.

4.3. Without limiting the above, the Client is prohibited from Converting to GEM NFTs and they must not attempt to Convert any GEM NFTs if they are:

  • A citizen or resident of the United States, or currently located in the United States.
  • A resident, citizen, or located in a jurisdiction where holding or dealing with tokens like GEM NFTs or GPRO Tokens, or the physical gold backing the GEM NFTs is restricted, prohibited, or otherwise limited by applicable law or regulation.
  • A resident or citizen of a country or region that is subject to comprehensive sanctions under applicable laws or regulations (e.g., Sanctions administered by the United Nations, EU sanctions, United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) sanctions).
  • Listed on any sanctions-related list of prohibited persons, including but not limited to the EU Consolidated List of Persons, the OFAC Specially Designated Nationals and Blocked Persons List, or similar lists.

4.4. The Company shall not be held liable for the Client’s inability or lack of authorisation to Convert to GEM NFTs due to non-compliance with the Eligibility Requirements under clause 4.1 or under clause 5, breach of any applicable Terms, or violation of any applicable law.

5. Eligibility Requirements for Redemption

5.1. KYC and AML Compliance: Clients redeeming physical Gold via the “Burn to Redeem” process must complete Know Your Customer (KYC) and Anti-Money Laundering (AML) verification checks per applicable laws, including EU and Czech regulations. This does not limit any other or previous checks that Clients may be requested to complete at any point (such as for Staking participation). 

5.2. Burn to Redeem Compliance: Redemption is available after the Redemption Period elapses and requires compliance checks, and additional requirements that the Company may impose at its discretion.

5.3. Upon approval, Clients can request redemption by connecting their Client Wallet and completing the Burn to Redeem process via the Web app. Failure to meet compliance requirements may result in delays or denial of redemption.

6. Operation of Smart Contract and Client Wallet

6.1. The Conversion, as described in Clause 3, is executed via the GEM NFT Smart Contract through interaction with the Web App 

6.2 The Company does not provide custody services and is only responsible for deploying the GEM NFT Smart Contract. The Client initiates the Conversion through a smart contract function via an action performed solely by the Client via the Client Wallet. The Company provides access to the smart contract(s):

  • GEM NFT (ERC-721) deployed at: 0x6878C8851e78ab10777753f5c79a5478Bd1B2a3B (here)
  • GEM NFT Minting deployed at: 0x11ab90fb7e200dc16EA1224D27e02E214D0e7f06 (here)

as displayed in the Company’s documentation, and the Client independently initiates the Conversion by authorising their Client Wallet to interact with the GEM NFT Smart Contract(s). 

6.3. The Company accepts no liability for any funds lost, compromised, or any other damages whatsoever arising from the Client’s interaction with any smart contract other than the specified GEM NFT Smart Contract(s), whether such interaction occurs due to error, fraud, or any other reason.

6.4. The Client is only able to Convert by connecting/associating their Client Wallet to the Web App that interacts with the GEM NFT Smart Contract(s). The Client is exclusively responsible for downloading and/or installing a supporting Client Wallet and for safe keeping the seed phrase or other private keys associated with the Client Wallet. The Client will not be able to Convert to any GEM NFTs other than through a Client Wallet.

7. Additional Terms Apply

The use of Staking Services, the purchase of GPRO Tokens, and other related transactions are governed by the applicable Terms and Conditions and the provisions outlined in the whitepaper available on the Company’s website. Clients are advised to review these terms and the whitepaper carefully for any of these services and products.

8. Gold Entitlements 

8.1. The transfer, delivery, and any other entitlements related to the physical gold backing GEM NFTs, as described in the whitepaper, are governed by separate terms and conditions and the provisions of the whitepaper. Clients are advised to review these terms before initiating any claims for physical gold or Converting to GEM NFTs. 

8.2. The GEM NFT is transferred to the Client upon successful Conversion and is held in the Client Wallet. Holding the GEM NFT signifies the Client’s entitlement to the underlying gold, subject to these Terms, the provisions of the whitepaper, and any applicable law.

8.3. The Company accepts no liability for any errors, inaccuracies, or omissions in the information provided by the Client during the Conversion process, including but not limited to wallet addresses or user verification data.

8.4. The Client acknowledges that the GEM NFT represents an entitlement to gold as described in its whitepaper under the current legal framework. The Company disclaims any liability if legal or regulatory developments or interpretations of law affect the recognition of the Client’s ownership of the GEM NFT or of the underlying gold by virtue of holding the GEM NFT.

8.5. The Company does not provide custody services for the GEM NFT. 

8.6. Any redemption or physical delivery of the underlying gold is conducted in cooperation with qualified service partners, subject to the applicable Terms and delivery conditions outlined in separate terms. 

9. Risks 

The Client acknowledges and accepts that seeking to Convert to GEM NFTs involves significant risks, including but not limited to:

Security Risks

  • Loss of private keys, wallet credentials, or unauthorised access to the Client Wallet, which may result in the permanent loss of GEM NFTs.
  • Exposure to hacking, phishing attacks, or other security breaches affecting the GEM NFT Smart Contract, Client Wallet, or the Web app.

Blockchain and Transaction Risks

  • The Client’s Wallet address and transaction details, such as Total Burned Tokens, may be publicly visible due to the transparent nature of the blockchain.
  • Interactions with the blockchain and Smart Contracts carry risks such as technical malfunctions, vulnerabilities, or exploits that may lead to loss of assets.
  • Blockchain transactions incur gas fees, which may vary and impact the overall cost of conversion.

Technical and Operational Risks

  • Vulnerabilities, bugs, or technical errors in the GEM NFT Smart Contract, blockchain network disruptions, or unforeseen technical errors may lead to delays, token losses, inability to access GEM NFTs, or execute the Conversion process, or wallet compromise. 
  • Risks related to third-party protocols or subcontractors, including insolvency, performance failures, or disruptions beyond the Company’s control.
  • Unforeseen disruptions, including but not limited to, force majeure events, and software failures.
  • The Service may experience cyber-attacks, technical failures, or unanticipated increase in activity, which could result in disruptions or delays. The Company does not guarantee uninterrupted or error-free access to the Conversion process for GEM NFTs.

Liquidity Risks

  • The Client may not be able to transfer or dispose of the GEM NFTs for any reason, including lack of interest in the Company’s project and ecosystem, and GEM NFTs may not have liquidity. 
  • Converting does not guarantee that the Client will achieve better outcomes compared to not Converting their GPRO Tokens. The Client is solely responsible for evaluating all risks associated with Conversion and making an informed decision, entirely at their own discretion, to Convert to GEM NFTs. 

Regulatory and Legal Risks

  • Changes in laws or regulations may affect the legality, usability, or value of GEM NFTs.
  • Changes in laws or regulations in the EU may affect Conversion and the availability of the Conversion by the Company to users. The Company may be required to adapt, change, or discontinue its services to ensure compliance with applicable law. 
  • The regulatory status of blockchain technology may be uncertain, unclear or unsettled in some jurisdictions and it may be dynamic and developing in other jurisdictions. It is difficult to predict how or whether authorities will regulate such technologies. It is likewise difficult to predict how or whether any authority may make changes to existing laws, regulations and/or rules that will affect Conversion, blockchain technology and its applications. Such changes could negatively impact on the Company’s services, the Conversion availability, and GEM NFTs in various ways.  The Company may cease the operation of the Conversion in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
  • Taxation of GEM NFTs Converted based on these Terms may vary by jurisdiction, and Clients are responsible for complying with applicable tax obligations.
  • The Client acknowledges and agrees that it is their sole responsibility to determine whether the holding GEM NFTs or using the Conversion mechanism, or participation in related activities, complies with applicable laws and regulations in their jurisdiction.
  • The Company is not responsible for any legal or regulatory consequences arising from the Client’s use of its services in jurisdictions where such activities may be restricted, prohibited, or otherwise subject to legal constraints. The Client assumes all risks associated with ensuring compliance with local laws, including any penalties, fines, or other consequences resulting from non-compliance.

Third-party Risks

  • The Conversion relies on third-party services, such as wallet providers for the Client Wallet, node providers, and the blockchain network, over which the Company has no control. Failures, errors, or vulnerabilities in these third-party services may result in transaction failures, delays, or asset loss.
  • The Conversion is non-custodial, and the Company does not store or control tokens, NFTs, or wallet private keys. The Client is solely responsible for managing and securing their digital assets, and wallet private keys or seed phrases.

 GEM NFT Specific Risks 

  • The value of GEM NFTs is tied to the market price of gold, which is subject to volatility. Market fluctuations may cause the value of the underlying gold—and consequently, the GEM NFTs—to increase or decrease.
  • Although GEM NFTs are backed and pegged to the price of gold, some may be listed for sale at a premium or a discount. For example, GEM NFTs that are closer to the maturity for redemption may be sold for a higher price than others that have just been minted.
  • The process for redeeming or claiming the physical gold backing the GEM NFTs may involve additional steps, documentation, and verification processes as stipulated under separate terms and conditions. The Client may experience delays due to logistical, regulatory, or operational factors, including, but not limited to, shipping restrictions, customs clearance, and compliance with local laws.
  • The ability to redeem physical gold may be restricted or prohibited in certain jurisdictions due to local laws and regulations. The Client is responsible for ensuring that they are legally permitted to claim and receive physical gold in their jurisdiction. The Company is not liable for any inability to redeem gold due to such legal restrictions.
  • External events beyond the Company’s control, such as natural disasters, political unrest, supply chain disruptions, or changes in regulatory frameworks, may affect the availability, delivery, or quality of the physical gold. In such cases, the Company disclaims liability for delays or inability to fulfill the redemption process. 
  • GEM NFTs are uninsured unless token holders arrange their own insurance, even if the underlying physical gold may be insured.

Assumption of Risk

By acquiring GEM NFTs, the Client expressly assumes all risks outlined above and all other reasonable risks and agrees that the Company shall not be held liable for any resulting losses, damages, or inability to access staked tokens or discounts, or disruptions in the physical delivery process, or any other loss of property.

10. Client Wallet Responsibility and Security

10.1. The Client is fully responsible for the security of their private wallet, managing private keys or seed phrases, and ensuring wallet compatibility with the GEM NFT Smart Contract(s), and ensuring transaction management. The Company has no access to, and does not manage, Client private keys or seed phrases or Client’s wallet security.

10.2. Connecting a private wallet to the Company’s Web App and services entails risks, including unauthorised access, wallet compromise, and transaction errors. Without limitation to the disclaimers herein, the Company disclaims any liability for losses arising from Client’s wallet security issues, transaction execution errors, or any other wallet-related issues or losses.

10.3. All actions related to GEM NFT Conversion, including burning GPRO Tokens, require explicit authorisation by the Client via the Client’s Wallet. Once a transaction is authorised, and propagated to the blockchain network it is final and cannot be reversed or altered.

10.4. The Client is solely responsible for ensuring the Client wallet has a sufficient balance of relevant tokens to cover the Total Burned Tokens, Platform Fees, or Gas Fees. The Company shall not be held responsible and will not reimburse or compensate any party for failed transactions caused by insufficient funds or other wallet-related issues.

11. Intellectual Property

11.1. Company’s Intellectual Property: All intellectual property on the Company’s service and systems (such as the Conversion), including but not limited to logos, designs, texts, graphics, proprietary algorithms, software, and the GEM NFT Smart Contracts and any other Smart Contracts it may operate, is and shall remain the exclusive property of the Company or its licensors. The Client acknowledges and agrees that:

  • The Client shall not copy, modify, reverse-engineer, reproduce, distribute, display, or otherwise use any part of Company’s intellectual property without the Company’s prior written consent.
  • The limited right granted to the Client to use the Conversion Mechanism by connecting their wallet to the GEM NFT Smart Contract is for the sole purpose of Acquiring GEM NFTs as outlined in these Terms. This right does not confer any ownership, license, or additional rights in the Company’s intellectual property.

11.2. Ownership of GEM NFTs: The ownership of GEM NFTs shall belong to the Client upon final Conversion and transfer to the Client Wallet. The Company makes no claim of ownership over the Client’s GEM NFTs. 

11.3. Breach of Intellectual Property Terms: Any unauthorised or illegal use of the Company’s intellectual property, including but not limited to actions outside the scope of the permitted use of the Conversion, constitutes a breach of these Terms. In the event of such a breach:

  • The Company reserves the right to suspend or terminate the Client’s access to the Conversion Service or the GEM NFT service immediately without any liability to the Client or any third party whatsoever. 
  • The Company reserves the right to refuse the Conversion. 
  • The Company may pursue all legal remedies available, including but not limited to injunctive relief and claims for damages. 

12. Disclaimers

12.1. GEM NFT Disclaimer 

  • Converting to GEM NFTs does not guarantee that the Client will be in a better position than if they had chosen not to Convert their GPRO Tokens.
  • The Company represents that the Smart Contract includes the logic for the Conversion. However, the Company does not guarantee the performance, functionality, or uninterrupted operation of the GEM NFT Smart Contract, nor the Conversion and transfer of GEM NFTs to the Client Wallet. 

12.2. Additional Terms and Disclaimers

  • The use, acquisition of GPRO Tokens are subject to additional terms, disclaimers, and conditions outlined elsewhere, including but not limited to the Company’s whitepaper.
  • The Client acknowledges and agrees to review and accept all applicable terms and disclaimers before participating or engaging in transactions involving GPRO Tokens, Staking, Conversion and/or GEM NFTs.

12.3. Conversion Example Disclaimer 

  • The Company may provide Conversion Examples as a tool designed for informational purposes only. Notwithstanding anything else in this agreement, the following disclaimers apply: 
    • The figures generated are mere examples and do not constitute guarantees, warranties, or predictions of actual Conversion.
    • The Client acknowledges that the examples are hypothetical scenarios and do not reflect actual results.
    • The Company disclaims any liability for discrepancies between calculated Conversion and fees and actual outcomes. 

12.4. Third-Party Services

The Company relies on third-party protocols and subcontractors for certain operations. The Company does not own or control third-party services, such as wallet providers or the blockchain network, and disclaims any liability for losses resulting from their actions, omissions, operation, insolvency, service disruptions, or failure.

12.5. No Custodial Services

The Company provides access to Conversion via GEM NFT Smart Contracts but does not hold or manage GEM NFTs, GPRO Tokens, wallets, or private keys. The Client is solely responsible for securing their wallet, seed phrase, and private keys.

12.6. Responsibility for Transactions

All transactions involving GPRO Tokens for Conversion to GEM NFTs occur directly on the blockchain and are final. The Company is not responsible for errors, delays, or losses arising from:

  • User mistakes (e.g., incorrect wallet addresses, loss of private keys);
  • Network congestion or technical failures;
  • Failed transactions due to insufficient gas fees, front-running etc.
  • External factors such as hacking or phishing attacks; or 
  • Any other factors outside of the Company’s control. 

12.7. No Investment Advice 

The availability of the Conversion to GEM NFTs does not constitute investment advice, does not establish a fiduciary relationship between the Company and the Client, and does not create any obligation of trust, care, or financial management responsibility on the Company. The Client is solely responsible for making independent assessments and decisions regarding their participation in related activities.

12.8. No Compensation Scheme for GEM NFTs or GPRO Tokens

GPRO Tokens and GEM NFTs are not classified as investment or financial products and, as such, are not covered by any applicable investor protection scheme. Converting GPRO Tokens is not an investment in securities, and Clients should not anticipate financial gains other than the utility of GEM NFTs and the GPRO ecosystem.

12.9. GEM Specific Disclaimers 

  • The Company does not guarantee the stability or future value of the gold backing the GEM NFTs, and the GEM NFTs. The value of GEN NFTs may fluctuate in accordance with the global gold market, the wider utility of GPRO Tokens and/or the GPRO ecosystem.
  • The actual redemption or delivery of the underlying gold is subject to separate terms and conditions. The Company disclaims any liability for delays, additional fees, or regulatory restrictions that may affect the redemption process. The Company further disclaims responsibility for any unanticipated fees associated with the gold redemption process.
  • The Company is not liable for any inability to redeem gold due to legal or regulatory barriers. The Company disclaims liability for any delays, disruptions, or failures in the redemption process arising from external factors, including but not limited to supply chain interruptions, geopolitical events, regulatory changes, or force majeure events.
  • GEM NFTs are not classified as securities, financial instruments, or investment products. The issuance of GEM NFTs does not constitute an investment in the Company or its affiliates, and no financial returns are guaranteed. 

13. Third-Party Services 

13.1. Use of Sub-Contractors and  Third Parties

Without limiting any of the disclaimers above, the Company acknowledges that it may utilise subcontractors or third parties for certain Conversion-related functions, and that the Company will not be liable for subcontractor actions, omissions, operation, failures, insolvency, and others, and it disclaims liability for losses arising from subcontractor or third-party performance or security failures

13.2. Third-Party Sites and Services

The Company neither owns nor controls any third-party browsers, wallets, wallet connectors, blockchain networks, or any other third-party sites, products, resources, content, or services (collectively, the “Third-Party Services”) that the Client may access, visit, or use in connection with the Web App, Conversion, or to enable the Conversion. Without limiting any other liability limitation, exclusion, or any other disclaimer in these Terms, the Company disclaims all liability for any issues arising from the use or operation of such Third-Party Services. The Company is not responsible for losses resulting from the malfunction, downtime, or security failures of third-party services used in connection with the Conversion process.

The Client acknowledges and agrees that:

  • Use of any Third-Party Service is subject to the terms of use, privacy policies, and/or other applicable terms and conditions provided by the respective Third-Party Service (such as the terms of the wallet provider).
  • The Company is not a party to any agreements between the Client and such Third-Party Services.
  • Third-party Services, including wallet providers and the blockchain, may experience downtime, vulnerabilities, or security breaches that could result in delays or losses.

13.3. Client’s Responsibility for Third-Party Services

The Client is solely responsible for reviewing and understanding the terms of use, privacy policies, and any other applicable terms and operational guidelines provided by Third-Party Services before using them and complying with them. The Client agrees to conduct any investigations they deem necessary or appropriate before engaging in any transactions or interactions with Third-Party Services.

13.4. No Company Warranties for Third-Party Services

The Company does not review, approve, monitor, endorse, or warrant the accuracy, quality, security, compliance, or reliability of any Third-Party Services or their products or services, or make any representations or guarantees regarding the performance, availability, or suitability of Third-Party Services.

13.5. Client Use at Own Risk

All Third-Party Services are used by the Client at their own risk. The Company disclaims any liability for damages or losses incurred as a result of the Client’s use of or interaction with Third-Party Services.

13.6. Links and Referrals to Third-Party Services 

Where the Web App or the Conversion Mechanism contains links, referrals, or connections to other sites and resources provided by third parties, such links are provided for informational purposes only. The Company does not endorse or approve the content, products, or services offered on such linked sites. The Company has no control over the contents or resources of any linked Third-Party Services and disclaims responsibility for their accuracy, reliability, or availability.

14. Representations and Warranties 

Client Representations and Warranties

 14.1. Legal Authority

  • For Natural Persons: The Client is at least 18 years old and has the legal capacity to enter into and be bound by these Terms under applicable laws.
  • For Legal Persons: If the Client is a legal entity (business or company), the person accepting these Terms confirms they have the legal capacity, authority, and authorisation to accept these Terms on behalf of the entity and to bind the entity to these Terms, and that the entity has the relevant legal capacity and authority to be bound by these Terms.

14.2. Knowledge and Understanding

  • The Client has a comprehensive understanding of blockchain technology, crypto-assets, and conversion processes, including the risks involved, such as the potential for loss of tokens.
  • The Client has conducted their own independent evaluation of the merits and risks of holding GEM NFTs and understands that holding them does not guarantee financial gains or improvements to their financial position.
  • The Client acknowledges that Converting GPRO Tokens or holding GEM NFTs does not constitute an investment in securities or financial instruments. The Client agrees not to rely on these activities as a source of financial returns beyond the utility of GEM NFTs and the GPRO ecosystem as outlined in these Terms.
  • The Client represents that they have sufficient knowledge, market sophistication, and experience to make independent evaluations regarding the risks and benefits of Converting GPRO Tokens or holding GEM NFTs. 
  • The Client confirms that all decisions to Convert GPRO tokens are made solely by them and are not based on reliance on any representation, advice, or guarantees from the Company.

14.3. Compliance with Laws

  • The Client’s activities under the Terms and their Conversion comply with all applicable laws and regulations in their jurisdiction.
  • The Client is not located in or acting on behalf of any person or entity located in a jurisdiction where holding tokens, NFTs, like GPRO Tokens or GEM NFTs respectively, or Converting the former to the latter, would be illegal or otherwise prohibited.

14.4. Ownership and Wallet Control

  • The Client is the lawful owner of, or has the appropriate authorisation to use, the Client Wallet connected to the GEM NFT Smart Contract.
  • The Client is solely responsible for securing their wallet, including private keys, seed phrase and access credentials, and acknowledges that the Company does not manage, recover, or replace lost or compromised wallets and/or private keys. 

14.4. Accuracy of Information

  • All information provided by the Client during registration, KYC/AML processes, and Conversion process is accurate, complete, and up-to-date.
  • The Client agrees to promptly update their information in the event of any changes that could affect their eligibility to Convert to GEM NFTs.
  • The Client does not impersonate any other person or entity and has provided authentic identity verification details during any KYC/AML procedures.

14.6. Prohibited Activities

  • The Client confirms they will not use the Conversion mechanism or hold any GPRO Tokens or GEM NFTs for any illegal, unauthorised, or prohibited purposes, including but not limited to money laundering, terrorism financing, or other criminal activities.
  • The Client will not engage in any activity that disrupts or compromises the GEM NFT Smart Contract(s), or the Company’s operations, and systems.

Company Representations and Warranties

14.7. Disclaimer of Representations and Warranties

  • The Company expressly disclaims all representations, warranties, and conditions, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and the uninterrupted or error-free operation of the Conversion mechanism or its system, and any warranties that the Conversion will meet the Client’s requirements or expectations.
  • The Company’s services, the software and system, including the Conversion tool, and any associated tools or materials are provided “as-is” and “as available.” The Company makes no guarantees regarding the availability, reliability, functionality, or security of the services.
  • The Company expressly disclaims all representations, warranties, and conditions regarding the quality, safety, legality, or fitness of third-party services, including wallets and blockchain networks.

14.8. No Guarantees or Advice

  • The Company does not guarantee specific outcomes or financial gains from holding GPRO Tokens or GEM NFTs. The Client acknowledges that any calculations, projections, or illustrative tools provided are for informational purposes only and do not constitute guarantees or promises of performance.
  • The Company does not provide investment, legal, tax, or financial advice and assumes no fiduciary responsibility towards the Client.

15. Indemnification

To the fullest extent permitted by applicable law, the Client agrees to indemnify, defend, and hold harmless the Company, its parent companies, subsidiaries, affiliates, directors, officers, employees, contractors, consultants, agents, representatives, successors, and assigns (collectively, the “Company Parties”) from and against all actual or alleged third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), arising out of or related to:

  • The Client’s use or misuse of the Company’s services, systems, Web App, Staking, GPRO Tokens, GEM NFTs, Conversion mechanisms, GEM NFT Smart Contracts or other Smart Contracts;
  • The Client’s violation of these Terms, including any IP rights, or any applicable laws, rules, or regulations;
  • The Client’s breach of any representations, warranties, or covenants under these Terms; 
  • The Client’s use of any Third-Party Services; and
  • The Client’s violation of the rights of any third party, including other users or third-party services like wallet providers. 

The Client agrees to:

  • Promptly notify the Company of any Claims;
  • Cooperate fully with the Company Parties in defending such Claims; and
  • Allow the Company Parties to control the defense or settlement of any Claims.

This indemnity is in addition to, and not in lieu of, any other indemnity or obligations the Client may agree to with the Company Parties.

Limitation of Liability 

16.1. To the fullest extent permitted by law, the Company shall not be liable to the Client or any third party for:

  • Any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill.
  • Damages or losses resulting from the Client’s use of or inability to use the Conversion, GEM NFTs, GEM NFT Smart Contract, or GPRO Tokens.
  • Damages or losses related to third-party sites, products, or services accessed via the Company’s Web App and Conversion mechanism.

16.2. Nothing in these Terms shall exclude or limit liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law. 

16.3. Notwithstanding anything else in this agreement and without limiting any other term, including clause 16.1, to the fullest extent permitted by law, the Company disclaims liability for:

  • Loss of tokens, NFTs, or discounts caused by user error, including but not limited to forgotten private keys or incorrect wallet configurations.
  • Losses resulting from the Client’s reliance on any materials, information, or tools provided on any Company material, system, or functionality.
  • Issues arising from third-party services, including wallet providers, or the blockchain network used for activities under these Terms.
  • Losses or damages related to hacking, phishing, security breaches,  or unauthorised access to the Client’s wallet or account.
  • Opportunity costs associated with Conversion, including restrictions on liquidity or token transferability.
  • Regulatory changes affecting the legality or usability of GPRO Tokens or GEM NFTs.

17. Electronic Communications and Notifications

The Client consents to receive all communications related to these Terms electronically, using the registered email provided during KYC. Communications are considered effective upon being sent and satisfy any legal requirement for written notification.

18. Taxes 

18.1. Clients are solely responsible for determining and fulfilling their tax obligations related to GEM NFTs. This includes, but is not limited to:

  • Reporting token-related income or benefits to relevant tax authorities.
  • Understanding tax treatment under Czech law and their local jurisdictions.
  • Consulting with a tax professional to ensure compliance.

18.2. The Company does not provide tax advice and assumes no liability for the Client’s tax obligations.

19. Modifications to Terms and Service 

19.1. Right to Amend Terms

The Company reserves the right to amend, update, or replace these Terms at its sole discretion. Any such modifications will take effect upon their publication on the Company’s website or other designated platform. The Client is advised to review these Terms, periodically to stay informed about any changes. It is the Client’s responsibility to ensure they understand and comply with the most current Terms. For the avoidance of doubt, continued use of GEM NFTs, the Web App, the Conversion mechanism, and/or any other related services constitutes acceptance of these amendments. 

19.2. Modifications to the Company’s Conversion Service

The Company reserves the right to modify, suspend, or discontinue any part of the Conversion Service, including the GEM NFT Smart Contract, at any time and at its sole discretion without prior notice. Such modifications may include, but are not limited to:

  • Adjustments to Conversion mechanism details, minting logic, or eligibility requirements; 
  • Changes to technical features or supported blockchain networks; or
  • Discontinuation of certain features or the entire Conversion Service or GEM NFTs.

The Company also reserves the right to perform technical updates, maintenance, or upgrades to the GEM NFT Smart Contract and related systems without prior notice. 

Continued use of GEM NFTs, the Web App, the Conversion mechanism, and/or any other related services constitutes acceptance of these modifications.

19.3. No Liability for Modifications

The Client acknowledges and agrees that the Company, to the extent permitted by law, shall not be liable for any losses, damages, or claims arising from the modification, suspension, or discontinuation of the Company’s services, including the Conversion mechanism or GEM NFTs. 

20. Termination 

20.1. The Company reserves the right to terminate, suspend, restrict, or limit the Client’s access to the Conversion function, or any part thereof, or these Terms, in the event of: 

  • A breach or violation of these Terms, including any breach of the Company’s intellectual property, or any other Company terms that may apply to the Client;
  • Non-compliance with applicable laws or regulatory requirements, or sanctions, including but not limited to AML (Anti-Money Laundering) and KYC (Know Your Customer) obligations;
  • Actions that are contrary to the spirit or intent of these terms;
  • For failure to meet the KYC or other compliance requirements at any time; 
  • Technical or security issues that necessitate such action;
  • If regulatory changes or legal obligations require the Company to suspend or terminate services in certain jurisdictions or for specific Clients; 
  • If the Client engages in illegal activities, including but not limited to money laundering, terrorism financing, fraud, or other criminal activities; or
  • Any other reason reasonably determined by the Company to be necessary to protect its licence, registration, operations, continued compliance with applicable use, or users. 

20.2. Immediate Effect, No Liability, and Consequences of Termination

If the Company determines that immediate action is necessary, termination, suspension, or restriction may take effect without prior notice, including any freeze actions to the extent permitted or required by applicable law. Upon such action:

  • The Client’s access to the Web App and the Conversion functionality may be immediately disabled. If the Client holds GEM NFTs, their ability to redeem or claim the underlying physical gold may also be suspended, pending resolution of the cause of termination;
  • The Client must ensure compliance with any outstanding obligations under these Terms; 
  • The Company reserves the right to waive the right to convert to physical gold on the Smart Contract level and/or refuse the redemption of the underlying gold, subject to applicable laws and regulations; 
  • The Client must follow any lawful orders of the Company in relation to the GEM NFTs or GPRO Tokens they may hold; and 
  • The Company shall not be liable to the Client or any third party for resulting damages, losses, or claims, except as required by law.

Notwithstanding termination, any provisions of these Terms that, by their nature, are intended to survive termination or expiration—such as those relating to intellectual property, liability limitations, indemnification, and dispute resolution—shall remain in full force and effect. 

Termination does not absolve the Client from any obligations incurred prior to termination, including outstanding fees or compliance requirements related to GEM NFTs.

20.3. Survival of Terms

Any provisions of these Terms that, by their nature, should survive termination—including but not limited to clauses related to intellectual property, liability limitations, indemnification, dispute resolution, and governing law—shall remain in full force and effect.

21. Dispute Resolution

21.1. The Client must submit a written notice of any disputes to the Company’s designated contact at this email address info@ipmb.com within 15 days of the event giving rise to the dispute. The notice must include the nature of the dispute, any supporting evidence, and the resolution proposed or pursued by the Client.

21.2. The Company will acknowledge receipt within 5 business days and attempt to resolve the dispute in good faith with the Client within 10 business days of acknowledging receipt. 

21.3. If the dispute remains unresolved, it shall be referred to arbitration based on clause 27.

21.4. Both the Client and the Company agree to make good faith efforts to resolve disputes amicably before initiating arbitration or other formal proceedings. 

22. Waiver and Severability

22.1. Waiver

The Company’s failure to enforce any provision does not constitute a waiver of the Company’s right to enforce that provision or any other provision in the future.

22.2. Severability

If any provision is deemed invalid or unenforceable, it will be modified to the minimum extent necessary, with the remaining provisions continuing in full effect.

23. Force Majeure

23.1. The Company shall not be held liable for any delays, interruptions, failures in performance, or inability to fulfill its obligations under these Terms due to events or circumstances beyond its reasonable control, including but not limited to:

  • Acts of God, natural disasters, pandemics, or extreme weather conditions;
  • War, riots, civil unrest, or acts of terrorism;
  • Changes in laws, regulations, or government policies;
  • Power outages, internet failures, or disruptions in telecommunications networks;
  • Cyber-attacks, hacking, or other security breaches affecting the Conversion or blockchain infrastructure;
  • Disruptions or changes in the relevant blockchain protocol, validator nodes, consensus, governance rules of the protocol or any other technical failures in smart contracts; 
  • Technical failures, including blockchain network malfunctions, bugs, or vulnerabilities; and
  • Any other unforeseen or uncontrollable events that render the Conversion functionality inoperable or inaccessible.

23.2. In such events, the Company reserves the right to suspend, delay, or terminate the Conversion functionality without liability to the Client. The Company will make reasonable efforts to notify the Client of any such disruptions and will resume normal operations as soon as practicable. 

24. No agency 

These Terms do not create an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the Client and the Company. 

25. Assignment 

25.1. The Company may assign, transfer, or delegate its rights and obligations under these Terms to any third party without prior consent from the Client. 

25.2. The Client may not assign, transfer, or delegate any rights or obligations under these Terms to any third party without the prior written consent of the Company. 

26. Entire Agreement 

These Terms constitute the entire agreement between the Client and the Company regarding the Conversion to GEM NFTs and supersede all prior agreements. Any notice or communication required under these Terms must be sent to the Company’s designated support contact.

27. Governing Law, Arbitration, and Jurisdiction

Any claim, dispute, or matter arising under or in connection with these Terms, or the Conversion to GEM NFTs shall be governed by and construed in accordance with the laws of the Czech Republic. 

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be one.

The seat, or legal place, of arbitration shall be Prague.

The language to be used in the arbitral proceedings shall be English.

The governing law of the contract shall be the substantive law of the Czech Republic.

The decision of the arbitrator(s) shall be final and binding on the parties. Each party shall bear its own costs associated with arbitration unless otherwise determined by the arbitrator(s).

Notwithstanding the above, the Company reserves the right to seek injunctive or equitable relief in the courts of the Czech Republic to protect its intellectual property, operations, or compliance with regulatory obligations. Additionally, the courts of the Czech Republic shall also have exclusive jurisdiction over enforcement of an arbitral award or settlement reached through arbitration.