Terms and Conditions:
Frequently Asked Questions:
TERMS AND CONDITIONS, FREQUENTLY ASKED QUESTIONS
TERMS AND RULES
(the “Terms” or the “Terms and Rules” )
“We” means the Company the House of Medici Corporation (formerly AN Aurum Dynamics Corporation), its affiliates, its related companies, its officers, its directors, its employees, its consultants and any other duly authorized person person that may act on behalf of the Company. Please see the respective definitions at the beginning of the “Terms and Conditions”.
“You ” means the investor, the shareholder or the client, or simply also a client, or also any person interested in the business, the securities and the assets of the Company. The expression “You ” also means any visitor to our websites and Company documents. Please see the respective definitions at the beginning of the “Terms and Conditions”.
1. OTHER APPLICABLE TERMS & RULES.
1.1. As a matter of principle the Terms and Conditions of the Aureus Nummus Gold (with the corresponding Terms and Rules) do apply in its entirety also to the Company. These Terms and Conditions can be found on https://aureus.nummus.gold.
1.2. As a matter of principle the Terms and Conditions of the Company also include the stipulations and rules in corporate documents like for example the Prospectus, Private Offering Memorandum, Private Offering Circular or Subscription Agreement or any other documents issued by the Company regarding the investment in its securities or crypto assets. It may be that these aforementioned documents contain additional information, disclosures, risk statements et cetera, which are not mentioned in the “Legal Section” of this website. Please make sure that you have received all the necessary documents. It is your entire responsibility to make sure that you have received from us a complete set of information documents. You are aware of the contents of the Terms and Conditions of the cryptocurrency Aureus Nummus Gold, which can be found on the website https://aureus.nummus.gold. You are aware and you fully accept without any conditions that these Terms and Conditions of the cryptocurrency Aureus Nummus Gold form an integral part of the Terms and Conditions of the Company.
1.3. Any differences or discrepancies in meaning or interpretation in the Terms and Conditions of both websites will be decided in writing by the directors of the Company. The directors of the Company have sole discretion and complete freedom regarding this interpretation, and their decision shall be made public by a corresponding modification of the Terms and Conditions. The directors of the Company will act in good faith and in consideration of the interest of the shareholders of the Company, when deciding on the interpretation of any differences or discrepancies in meaning in the Terms and Condition. The Shareholders of the Company or any holders of the Aureus Nummus Gold shall have no recourse against decisions of the directors of the Company, and shall have no right to claim compensation for any damages, whatever that may be.
IF YOU DO NOT AGREE YOU MUST STOP USING OUR SERVICES IMMEDIATELY AND YOU MUST LEAVE THIS WEBSITE IMMEDIATELY.
IF YOU DO NOT AGREE YOU MUST STOP USING THE AUREUS NUMMUS GOLD IMMEDIATELY.
IF YOU DO NOT AGREE YOU MUST DIVEST ANY SECURITIES OF THE COMPANY IMMEDIATELY .
The word “immediately” in that connection means without delay, with no exception permitted.
2. RISK OF TOTAL LOSS – ACCREDITED OR PROFESSIONAL INVESTORS ONLY PERMITTED.
2.1. Retail investors or the public are excluded from investing into any securities or crypto assets of the Company. Only so-called accredited investors or professional investors according to current SEC definition and interpretation are allowed to participate in this offering, respectively to invest in securities and crypto assets of the company. By law we are required to verify your status as “accredited” or “professional” investor, so please have any confirmations from your bank, accountant, lawyer, bank manager, or financial advisor ready.
2.2. Please note that in countries other than the United States of America, similar rules may exist regarding so-called accredited investors or professional investors. These rules can differ from those rules and regulations issued by the SEC. It is therefore your responsibility to make sure that you are in compliance with the rules from your country or jurisdiction of residence. We will take any foreign confirmations or statements, that your are a so-called accredited investor or professional investor, at face value, as we don’t have the ability to verify each foreign (= non United States) statement or foreign (= non United States) declaration. We therefore exclude any responsibility for any legal proceedings or problems that may result from false representations regarding your status as so-called accredited investor or professional investor. Should we suffer real damages (not punitive damages) from false statements of investors on their application or on their subscription agreement, then we are authorized to deduct any costs and expenses imposed on us, from your shareholder capital account and reduce your shareholdings according to the remaining capital. If that is the case we will immediately inform you in writing, as we will as well inform our accountants, auditors, the SEC and if required any courts or law enforcement entities.
2.3. Investing into any securities or crypto based assets – in whatever form that may be – of the Company must be considered as highly speculative and risky. Investors may lose their entire capital. Investors and shareholders exclusively carry the risk of total loss. There is no recourse available against a total loss. We shall not be held responsible for any losses you may suffer.
2.4. Investors and Shareholders unconditionally agree to not litigate against the Company or any of its affiliated companies, or its officers, directors, employees, consultants and advisors.
2.5. Please observe the rules and conditions laid out in any Prospectus, Private Offering Memorandum, Private Offering Circular or Subscription Agreement or any other documents issued by the Company regarding the investment in its securities or crypto assets BEFORE investing into securities or crypto assets of the Company. Please ask the Company for these documents. While the Company will undertake to always send a complete set of disclosure documents, it is the exclusive obligation of the Shareholder or Investor to make sure that these documents have been properly received, and that the aforementioned listed documents.
2.6. Please consult with your financial advisors, legal counsel, or other expert consultant on the subject matter.
2.7. The Terms and Rules and the stipulations in the “Legal Section” of this website apply also to you (the investor or the shareholder) if you should choose to buy our securities or our crypto assets through third parties or through exchanges or through other trading places.
3. GLOBAL RULE.
The Terms and Conditions have worldwide validity, with no exception.
4. LIMITATION AND EXCLUSION OF LIABILITY & INDEMNITY.
4.1. Except as otherwise required by applicable law, neither we, nor our affiliates, respective directors, officers, shareholders or employees, or agents accept any responsibility and shall not be liable for any and all losses or damages whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with: 4.1.1. use of or reliance on any information, opinions, content and/or material held on this Website or in any other Company documents or made available in connection with the This Website or in any other Company documents or 4.1.2. interruption or delay in access, use of, or inability to use or access, line or system failure in connection with, or security threat relating to, the Company and its affiliates or other related companies, including but not limited to: special, indirect, incidental, punitive or consequential damages, loss of profits, sales, business, or revenue; loss of data; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; wasted management time; or any indirect or consequential loss or damage.
4.2. Except as otherwise required by applicable law, we will not be liable for any loss or damage caused to your information technology, devices, computer programmes, platform, data or other proprietary material arising in connection with your investment into securities or crypto assets of the Company or in connection with doing business with the Company.
4.3. To the fullest extent permitted by law, you agree to indemnify and hold harmless the Company, its affiliates and respective officers, agents, and employees from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) resulting from or arising out of your, or any agent acting on your behalf, investment into securities or crypto assets of the Company or in connection with doing business with the Company, or arising out of any failure by you or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by you or such agent of any information or images provided by the Company and its affiliates and its directors, officers, employees or consultants.
4.4. Notwithstanding anything to the contrary in these Terms and Conditions, in the event that we are determined to be liable to you for any cause, you expressly agree that in entering into these Terms and Conditions, the Company’s aggregate liability, for any damages or losses under all causes of action, will not exceed the greater of: (i) ten thousand USD ($10,000); or (ii) fees paid and payable by you to us under these Terms and Conditions for relevant Services for the three (3) months prior to the date upon which such liability is alleged to have arisen.
4.5. Neither we, nor our affiliates, Third Party providers or respective directors, managers, officers, shareholders, employees or agents make any warranty with respect to, and no such party shall have any liability to you for: 4.5.1. The accuracy, adequacy, timeliness, completeness, reliability, performance or continued availability of the Company; or, 4.5.2. Delays, omissions or interruptions; 4.5.3. Unintended errors and omissions.
4.6. We have not verified, monitored, reviewed or authenticated in whole or in part the information and materials which comprise the business and the capital structure of the Company which may include inaccuracies or typographical or other errors.
4.7. You, the User, or the Investor, or the Shareholder, agree to unconditionally release the Company, its affiliates, its related companies, and its directors, its officers, its employees and its consultants from any and all liabilities and responsibilities, whatever they may be, and however they may come up.
4.8. You are aware that the Directors and Officers of the Company may or may have been in the past involved in civil litigation or other civil or administrational proceedings. No officer and no director of the Company is the subject of a criminal conviction. No officer and no director of the Company is the subject of any criminal proceeding threatened or pending or directed against him or her at this time (12th of July 2023). None of the Directors or Officers of the Company have been involved in any proceedings relating to drugs, weapons, alcohol or other controlled substances. Under reliance on rule 506(d) and question 260.24 to 260.25, dated 04-Dec-2013 and following, (https://www.sec.gov/corpfi) no officer and no director of the Company is considered a “bad actor” under United States laws. You are aware and agree that the Company may rely from time to time to do business based on certain exemptions that may not be part of any communication, news release or disclosure, like for example on questions 260.14 to question 260.25 and the responses therein [Dec. 4, 2013] as can be found among other on https://www.sec.gov/corpfin/securities-act-rules, and others. Other exemptions in other countries might be used as well to conduct business. The CEO of the Company has been as a result of a divorce proceeding between 2009 and 2013 the target of multiple civil lawsuits in several countries initiated by his ex-spouse (seeking monetary gains and custody judgments), which are all settled or have been won, and in that context of divorce proceedings he has been as well the target and subject of a non-US administrative penalty. The CEO of the Company never had a criminal proceeding in any country, much less a criminal conviction and enjoys a good standing. This applies also for all other Officers and Directors. Having said this, the Company cannot exclude that despite all efforts to stay in compliance with all applicable laws, civil or criminal proceedings are initiated against the Company, its Officers, Directors, employees, consultants, representatives, et cetera. In particular the legal landscape and the legal regulations regarding blockchain, and including but not limited to crypto assets, artificial intelligence and also quantum computing are in constant change and represent an inherent risk to the Company and its Officers and Directors, as governments worldwide (including the United States) cannot make up their mind on rules and laws regarding the aforementioned sectors and continue to issue contradictory or complicated rules and laws.
4.9. You are aware that this web site, and its documents, related social media accounts, and other related information may contain images and symbols of the Medici family, images and symbols of quantum mechanical matters, images and symbols of certain conferences, and other images and symbols of certain families and entities. You are aware that these images and symbols are used exclusively for promotional or illustrational purposes or also for the enhancement of appearance of websites and documents. These images and symbols must not be understood as financial or economic or legal support for the Company , the Aureus Nummus Gold, and their related companies by any natural or legal persons. In particular the historic Medici family and its descendants do not support or back in any form the Company the Aureus Nummus Gold, and their related companies. The symbols or images used in this web site, and its documents, related social media accounts, and other related information must not be understood as support (in whatever form that may be) by any entity or any legal or any natural person. The fact that one of the promoters and founders carries the last name “Demedici” or “DeMedici” must not be understood in such a way that the Company, the Aureus Nummus Gold, and their related companies would have any support or any backing whatsoever from the historic Medici family and its descendants. If one of the related companies should carry the name “Medici” in its company name, no reference to and no support (in whatever form that may be) from the historic Medici family and its descendants must be assumed or implied. Buyers, investors and the public in general must proceed under the assumption that the Company, the Aureus Nummus Gold, and their related companies are “stand alone” projects in the early stages that have no support from any persons or parties. The above mentioned images and symbols under no circumstances mean a stronger financial backing or some form of safer financial condition. You are aware that the Aureus Nummus Gold and its related companies are highly speculative in nature and that you may lose the entirety of your initial investment, and that no third party, whoever that may be, will come to your rescue or financial bail-out.
5. FORWARD LOOKING STATEMENTS.
Certain statements on the Platform may constitute “forward-looking statements” within the meaning of the safe harbour provisions of the US Private Securities Litigation Reform Act or similar applicable regulation in Switzerland or Canada or elsewhere. In some cases, these statements are identifiable by use of forward-looking words such as “may,” “strive”‘, “envision”, “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. Such forward-looking statements which are subject to known and unknown risks, uncertainties and assumptions about the Company, about the Company’s business, about the Company’s securities and crypto assets may include, but are not limited to, projections of future financial performance of relevant products based on our relevant strategies and anticipated trends in our business and industry, statements concerning the Company’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are only predictions based on our current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, or performance to differ materially from those expressed or implied in such forward-looking statements. Factors that lead to the Company’s performance to differ materially from current expectations include, but are not limited to: implementation of strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and market competition. These risks and uncertainties are not exhaustive and forward-looking statements are based on a number of assumptions that are subject to change. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results, level of activity, performance or achievements to differ materially from those contained in any forward-looking statements. Our inclusion of such projections in any report or document should not be regarded as a representation that the projections will prove to be correct. We do not assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of any report to conform our prior statements to actual results or revised expectations and we do not intend to do so. You must be aware and accept that an investment in the Company’s securities and the Company’s crypto assets is highly speculative in nature, and may result in the total loss of your investment.
6. VIRUSES AND DEFECTS.
6.1. We have taken appropriate steps to detect computer viruses but we cannot guarantee that our Platform and/or Services are free from malfunctions, defects, bugs and viruses; or that the Platform will operate correctly and as expected, at any given time. We shall not be liable for any loss or damage which occurs as a result of any virus, including without limitation any distributed denial-of- service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other materials.
6.2. You are responsible for configuring your information technology, devices, computer programmes and platform in order to access our Platform and Services and for protecting these with your own anti-virus software, firewalls and any other technical measures. We give no warranties as to the compatibility of our Platform and Services with your information technology, computer programmes and platform.
6.3. You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, and/or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or which is otherwise malicious or technologically harmful.
7. DISPUTE RESOLUTION.
7.1. You may commence arbitration against the us, relating to any dispute in respect of obligations or undertakings contained within these Terms and Conditions. However, by entering this Website you expressly and unconditionally agree to not file and to not start litigation or other lawsuits against the Company, its affiliates, its related companies, and its directors, its officers, its employees and its consultants and to not seek damages in whatever form, neither directly nor indirectly nor through Third Parties.
7.2. Where a Party fails to comply with this Clause, that Party accepts and subsequently releases the other Party from being bound by the dispute resolution procedure, as detailed below.
7.3. Procedure. 7.3.1. In the event a Party instigates a dispute: 7.3.1.1. that Party shall give written notice to the other Party nominating a representative to negotiate the dispute (‘Dispute Notice’); 7.3.1.2. within five (5) Business Days of receiving the Dispute Notice, the other Party will reply in writing nominating its representative to negotiate the dispute (‘Dispute Reply’); 7.3.1.3. the representatives of the Parties shall use its best endeavours to negotiate and settle the dispute wherein if any settlement can be achieved, it should be recorded in writing and signed by both representatives wherein said signed agreement shall be deemed to be binding upon the Parties; 7.3.2. Where the dispute has not been resolved within ten (10) Business Days of the receipt of the Dispute Reply, the Parties shall undertake to use its best endeavours to negotiate for a process to resolve the dispute wherein said process is not arbitration or litigation; 7.3.3. Where twenty (20) Business Days has elapsed since receipt of the Dispute Reply and the negotiations for an alternative dispute resolution process have been unsuccessful, the Parties may engage in arbitration. 7.3.4. In the event of the negotiations for an alternative dispute resolution proving unsuccessful the details of the dispute shall be referred to and finally resolved by arbitration under the ICC International Court of Arbitration – ICC Switzerland, which Rules are deemed to be incorporated by reference into this clause. 7.3.4.1. The number of arbitrators shall be three; 7.3.4.2. The seat, or legal place, of arbitration shall be the City of Zürich; 7.3.4.3. The language to be used in the arbitral proceedings shall be English; and, 7.3.4.4. The governing law of the proceedings shall be the governing law of these Terms and Conditions, as appropriate. 7.3.5. Costs 7.3.5.1. Any and all costs incurred by a Party in bringing a dispute shall be borne by said Party, unless otherwise agreed during negotiations or ordered during arbitration or litigation.
8. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING FRAMEWORK.
8.1. General. 8.1.1. We take our obligations under relevant Anti- Money Laundering Legislation, Financial Crime Legislation, Terrorist Financing Legislation and Sanctions Legislation, rules, guidance and practice (“the Financial Crime Framework”) seriously and endeavour to align our operations with the purposes and provisions as promulgated by the Financial Crime Framework. 8.1.2. We shall operate thorough monitoring, identification and verification programs to assist it in discharging relevant obligations within the Financial Crime Framework. 8.1.3. We undertake to be proactive in the fulfilment of its obligations under the Financial Crime Framework and as such will conduct on-going, annual audit checks upon collected and held monitoring, identification and verification information to ensure compliance with relevant Financial Crime Framework Obligations. 8.1.4. We undertake to ensure that information retained in the discharge of our obligations under the Financial Crime Framework is protected in accordance with relevant security requirements and standards. 8.1.5. We reserve the right, and you hereby grant us an absolute and irrevocable right to release any information collected by us in order to discharge its obligations under the Financial Crime Framework to the relevant government authorities, regulatory bodies and/or other necessarily empowered organizations without notice provided the release of information is required to satisfy our corresponding obligations s or is required under the Financial Crime Framework. 8.1.6. We reserve the right to request from you any additional information that is required to allow us to discharge relevant obligations under the Financial Crime Framework. Where we have requested documentation from you, and you refuse to comply with the request whether, expressly, impliedly or by conduct; at such time of refusal, we may revoke, suspend or terminate your access to the platform(s) and service(s). 8.1.7. Where we have retained, collected and/or recorded information pursuant to these Terms and Conditions, we reserve the right to charge a reasonable administrative fee for a request from you to view any and all retained, collected or recorded information relating to you. 8.1.8. With respect to Clause 8.1.7, any information retained, collected and/or recorded by us during our operations shall only be accessible by you on specific terms, unless otherwise required by any applicable law. 8.1.9. You acknowledge and agree that we may utilize electronic verification methods to verify your identity in order to discharge its obligations under the Financial Crime Framework. Where you do not wish us to utilize electronic verification methods to verify your identity please contact us in writing by email at the address for notice requesting an alternative means of verification. 8.1.10. Without limiting the aforementioned electronic verification methods as detailed in Clause 8.1.9, we may request a credit reporting agency, or any analogous organization, to provide an assessment of whether the personal information provided to us including within a completed Service Registration Form matches (in whole or part) personal information contained in a credit information file in the possession or control of the credit reporting agency. Alternatively, you acknowledge that we may request a credit reporting agency, or any analogous organization, to prepare and provide such an assessment. 8.1.11. With respect to Clause 8.1.10, you acknowledge that the credit reporting agency, or an analogous organization, may use the personal information provided by you within a completed Service Registration Form for the purpose of making such an assessment. 8.1.12. Where we are unable to verify your identity via electronic verification methods, we shall contact you detailing said inability and provide all such reasonable information to you as is required, in addition to offering an alternative means of verification.
9. TERMINATION OF THE OPERATION OF SERVICES.
At any time, we may block your access to the Company’s documents, investments and business, for any reason, at our sole discretion, in addition to any other remedies that may be available to us under any applicable law. Such actions may be taken if we deem that you have breached any of these Terms and Conditions in any manner. Additionally, we may at any time, at our sole discretion, cease any business or investment relation or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that we do not assume any responsibility or liability with respect to, or in connection with the termination of the Service and/or loss of any data.
10. EXCLUSION OF SERVICE.
10.1. Certain natural and legal persons are excluded from doing business with us and our affiliates. If you are a Canadian Person, we will not sell to you any of our securities, the Aureus Nummus Gold or other tokens. We cannot do business with you at all if you are a resident of a country listed on the OFAC sanctions list. The Treasury Department’s Office of Foreign Assets Control (OFAC) administers and enforces economic sanctions imposed by the United States against foreign countries. Depending on the country, OFAC programs may freeze assets of embargoed countries, prohibit payment of funds to individuals and countries on the embargo list, or prohibit provision of services to countries subject to US sanctions. These sanctions may require obtaining OFAC approval before conducting research or other activities in or involving the sanctioned country. Some sanctions are more restrictive than others, and apply to the whole country, while others are specifically target certain individuals or entities within a country. Currently, sanctioned countries include the Balkans, Belarus, Burma, Côte D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe. The list of sanctioned countries is updated periodically and is available here.
10.2. If we and our affiliates have reason to believe that our Services and Platform may be used for purposes not in
accordance with the law, we may terminate the Services to the User at our sole discretion and reserve the right to inform the respective authorities.
11. CHANGES TO THIS WEBSITE, TO OUR DOCUMENTS AND TO OUR BUSINESS.
You acknowledge and agree that we may update this Website, the Company documents and the Company’s business from time to time, change the content at any time and we may suspend, withdraw, discontinue or change all or any part without notice. As such, there may be times when this Website or parts of our business are unavailable for use.
12. CHANGES OF THESE TERMS AND CONDITIONS.
12.1. You acknowledge and agree that we may amend these Terms and Conditions and related Schedules at any time by providing notice. You are deemed to accept and agree to the amendment unless you notify us by email to aureus@nummus.gold to the contrary within five (5) Business Days of the date of said amendment notice. Each amendment notice shall be issued by way of notification through the Platform or Service application or via email. You acknowledge and agree that it is your sole responsibility to monitor the release of any amendments by regularly accessing the Platform and relevant Services and checking for such amendments and monitoring email. If you do object to the amendment, the amendment will not be binding, but your access to the Platform and Services will be suspended and will be required to be terminated as soon as is reasonably practicable.
12.2. Any amendment to these Terms and Conditions will come into effect on the date specified by us which will, in most cases, be at least five (5) Business Days after the notice of amendment has been issued. The amended Terms and Conditions will supersede any previous agreement between the Parties and shall govern your access to the Platform and receipt of Services after, or outstanding on, the date of the new Terms and Conditions coming into effect.
12.3. Should one or more provisions of these Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions. In place of any provisions which are invalid or not incorporated in these Terms and
Conditions the relevant statutory provisions shall apply. In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original purpose.
12.4. The User has no right whatsoever to demand from us the redemption of any investments made into the Aureus Nummus Gold, the Common Shares (including its tokens) and the Convertible Bonds Aurum A2 (including its tokens) should a change of the Terms and Conditions occur. Any compensation for damages is entirely excluded.
13. CONTACT US & NOTICE.
13.1. If you have any questions about these Terms and Conditions, or if you would like to receive a hard-copy version of these Terms and Conditions, you can seek contact at the email address aureus@nummus.gold for all matters regarding the Aureus Nummus Gold and for all other matters regarding the Company at the email address Neom@medici.global.
13.2. If you are seeking to provide notice under these Terms and Conditions, 13.2.1. Unless otherwise indicated in these Terms and Conditions, all notices, consents and other documents authorized or required to be given by or pursuant to these Terms and Conditions must be given in writing and either personally served or sent by pre-paid registered letter or emailed as appropriate, unless otherwise mutually agreed by the Parties. 13.2.2. Receipt of Notice: a notice, request, consent or other authorized documentation will be deemed received only when actually received or delivered pursuant to Clause 13.2.3.
13.3. Address for Notice. 13.3.1. Ours address for notice shall be as follows: at the email address aureus@nummus.gold for all matters regarding the Aureus Nummus Gold and for all other Company matters at the email address Neom@medici.global. 13.3.2. Your address for notice shall be the address as detailed in the completed Service Registration Form, as updated from time to time. 13.3.2. With respect to Clause 29, you shall be solely responsible for informing us of any address change for such service of notices. If you do not inform us of a change in your address for notice, and we subsequently serve a notice upon your previous address, we shall have complied with all requirements specified within this Agreement; said service shall constitute valid receipt of notice pursuant to Clause 13.2.2.
14. CONFIDENTIALITY.
14.1. Each Party undertakes to apply to all Confidential Information disclosed in accordance with the provisions of these Terms and Conditions the same degree of care with which it treats and protects its own proprietary information against public disclosure and not to disclose any Confidential Information to any other party without the written consent of the other Party. 14.2. Each Party acknowledges that disclosure of Confidential Information may be required by applicable law, regulation or court order and the other Party herein releases the receiving Party from any breach as a result of such compelled disclosure pursuant to the terms of this Agreement. 14.3. You acknowledge that we may disclose information regarding your Account to the following persons: 14.3.1. our head office, parent corporation, subsidiaries and/or any other organization with a common directorship; 14.3.2. consultants and advisors contracted by us with respect to the management or operation of any of our companies or affiliates; 14.3.3. any rating agency, insurance provider or credit protection organization; and 14.3.4. any court, tribunal or regulatory body with jurisdiction over us and/or you.
15. GENERAL.
15.1. Publicity. You permit us to publicly mention you as our client on our web site and/or marketing materials. 15.2. Force Majeure. Except for any payment obligations you may have under these Terms and Conditions, neither Party shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, power failure or any other cause beyond its reasonable control. 15.3. Waiver. No waiver by either Party of any default by the other in the performance of any provisions of these Terms and Conditions shall operate as a waiver of any continuing or future default, whether of a like or different character. 15.4. Assignment. You shall not assign or transfer these Terms and Conditions without our prior written consent, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of these Terms and Conditions. We may assign all or part of its rights and obligations under these Terms and Conditions at its discretion. On the effective date of any valid assignment pursuant to this Clause 15.4, the assignor shall be released from all obligations and liabilities arising under these Terms and Conditions or, in case of a partial assignment by us, from all obligations and liabilities arising from the parts of these Terms and Conditions that have been assigned. 15.5. Entire Agreement. These Terms and Conditions constitute the entire terms and conditions between you and us relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between us and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Service. You agree that you will make no claim at any time or place that these Terms and Conditions have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of by us in entering into these Terms and Conditions. In the event of a conflict or inconsistency between the terms of this Agreement, and the terms of any Service Registration Form or Schedule, these Terms and Conditions shall prevail. 15.6. Compliance with Applicable Law. You will comply with any and all laws, rules, regulations or orders applicable to your receipt of and use of the Platform and the Services. 15.7. Authority to Enter into the Terms and Conditions. The parties represent and warrant that they have all necessary power and authority to execute and perform these Terms and Conditions, and these Terms and Conditions are a legal, valid and binding agreement, enforceable against each Party in accordance with its terms. 15.8. Survival. All Clauses shall survive any termination of these Terms and Conditions. 15.9. Headings. The headings in these Terms and Conditions are intended for convenience of reference and shall not affect its interpretation. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. 15.10. If any provision of these Terms and Conditions (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms and Conditions shall not in any way be affected or impaired thereby. If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions. 15.11. The Parties to these Terms and Conditions are independent contractors, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other. 15.12. Counterparts. By indicating a particular Service within a Service Registration Form and then proceeding to use such Service the terms of the relevant Service Schedule shall be incorporated into and form part of the Terms and Conditions and your agreement with us. In the event of conflict with any other terms of the Terms and Conditions, shall prevail over such terms. 15.13. Telephone Recording. We may record and/or monitor incoming or outgoing communication, on any advertised, operated or related telephone numbers of us, under or in connection with these Terms and Conditions without any prior notice to you. Where a recording is made pursuant to this Clause 15.13, said recording shall be the sole property of us and evidence the truth of its contents. You acknowledge that you shall not be entitled to access, copy, compel delivery or otherwise, any recording whatsoever unless otherwise required by law. 15.14. You agree that, except as otherwise expressly provided in these Terms and Conditions, there shall be no third-party beneficiaries to these Terms and Conditions. 15.15. These Terms and Conditions do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between us and you. 15.16. These Terms and Conditions, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising hereunder or related hereto and/or to the Service, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Delaware, USA without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in the State of Delaware, USA. 15.17. We may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a Third Party without your consent or prior notice to you. Your rights and obligations under the Terms and Conditions are not assignable. Any attempted or actual assignment thereof without our prior explicit and written consent will be null and void.
16. PRIVACY POLICY.
You agree that the Privacy Policy, as set out further below, is an integral part of these Terms and Conditions.
17. WAIVER.
Our rights under these Terms and Conditions may only be waived in writing.
18. GOVERNING LAW.
35.1. These Terms and Conditions are governed by the laws of the State of Delaware, United States of America regarding all matters of the Company and its securities. You agree to the exclusive jurisdiction of the courts of the State of Wyoming, United States of America, unless otherwise specified within a schedule as appropriate. To the extent the law permits, these Terms and Conditions prevail to the extent they are inconsistent with any law.
19. VALUATION OF THE COMPANY AND ITS ASSETS – UNICORN WARNING.
Generally, in business private companies with unusual and high valuations are called “unicorns”. The Company is an early stage start-up company in development. Among its assets are exchange traded cryptocurrencies, including but not limited to the cryptocurrency Aureus Nummus Gold. The Aureus Nummus Gold and other crypto tokens, are traded on exchanges at certain prices. According to the rules of the IRS and the generally accepted accounting standards (GAAP), the price of the respective cryptocurrency on the exchange is its value that needs to be entered into the financial statements of the Company. Currently the cumulative exchange value of one or more of these cryptocurrencies and/or crypto token holdings is several billion US-Dollars. These cryptocurrencies and/or crypto token holding are categorized as as so-called “intangible” assets and they have to be considered as non-liquid. The term “non-liquid” means that it will be difficult or impossible for the Company to convert these net assets into generally accepted fiat currencies or other liquid assets. The management of the Company believes that the exchange valuation of the Company’s assets is too high. However there is no reasonable way to determine how much is “too high” and what would be a fair value. Other assets of the Company, which are not traded on any exchange, are valued at zero or at cost. While the management of the Company strives, on a best effort basis, to advance its business plans to such a degree that it eventually will be able to sell some of these cryptocurrencies and/or crypto token holdings, there obviously is no guarantee for it.
20. PROGRAMS FOR LIQUIDITY, MARKET MAKING AND TRADING VOLUME.
The Aureus Nummus Gold, the Common Shares of the Company, and other products, tokens or securities of the Company may be the subject of certain marketing programs. These marketing programs are designed to promote liquidity and trading volume of the respective tokens or the securities, and/or to improve market making. The existence, start and termination of such marketing program will be announced in the News section of this website (www.medici.global) regarding securities and tokens of the Company; in the case of the Aureus Nummus Gold the respective information will be provided in the News section of the website https://aureus.nummus.gold.
21. OTHER “EXTERNAL” TERMS AND RULES, WHAT ELSE IS INCLUDED IN THE GENERAL TERMS AND CONDITIONS OF THE COMPANY.
As a matter of principle the Terms and Conditions of the Company also include the stipulations and rules in corporate documents like for example the Prospectus, Private Offering Memorandum, Private Offering Circular or Subscription Agreement or any other documents issued by the Company regarding the investment in its securities or crypto assets. It may be that these aforementioned documents contain additional information, disclosures, risk statements et cetera, which are not mentioned in the “Legal Section” of this website. Please make sure that you have received all the necessary documents. It is your entire responsibility to make sure that you have received from us a complete set of information documents.
22. ERRORS, CORRECTIONS, CHANGES AND OMISSIONS.
We do not represent or warrant that the Site and the Terms and Conditions will be free of errors, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site and the Terms and Conditions will be correct, accurate, timely or otherwise reliable. The law is constantly changing and the information may not be complete or accurate depending on your particular legal issue. Each legal issue depends on its individual facts and different jurisdictions have different laws and regulations. We may make changes to the features, functionality or content of the Site and the Terms and Conditions at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site and the Terms and Conditions. This Site and the Terms and Conditions may contain unintentional errors and omissions, for which we decline any responsibility. However we will correct any unintentional errors or omissions as quickly as possible on a best effort basis. The meaning of the affected text parts of the Site or the Terms and Conditions shall be interpreted in such a way that the original meaning and the original intent is preserved, as if the error or omission were not present.