Terms & Conditions
This Sovran Stablecoin Purchase Agreement (this “Agreement”) is entered into and effective as of the date of the electronic acknowledgment and acceptance by the Contributor (the "Effective Date"). This Agreement is between the undersigned sovereign natural person or private Member ("Contributor," "Member," or "you") and the Sovran Private Society ("Sovran," "Society," or "we"), a self-governing private society operating exclusively under the Indigenous Jurisdiction of the Sovran Private Society and the Anishinabe Nation of The Great Turtle Island, and governed by the Articles of Association, the Terms of Use, the Privacy Policy, and the supreme adjudicatory authority of the Court of the People.
This Agreement exclusively governs the terms, conditions, and private obligations under which Sovran provides access to Sovran Gold Stablecoins ("SAU") strictly within Sovran's closed-loop, private economic system under the Society’s Indigenous and private contract jurisdiction.
By entering into this Agreement, the Buyer affirms Stans Ut Sui Juris—standing in their natural, sovereign, non-statutory capacity—and irrevocably consents to Sovran’s exclusive private jurisdiction and the governance of the Court of the People. The Buyer acknowledges that all interpretations, enforcement actions, and remedies arise and conclude within Sovran’s private jurisdiction under the Articles of Association and related governance instruments. No public court or external regulator has authority over this Agreement, subject only to the limited carve-outs stated in §§9.3 and 11 for interim protective measures and recognition/enforcement of awards. The Buyer and the Society are each a “Party” and, collectively, the “Parties.”
NOW, THEREFORE, in consideration of the mutual representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Society and Buyer agree as follows:
Affirmation of Private Standing
The Buyer acts solely in a private, sovereign, natural, and non-statutory capacity (Stans Ut Sui Juris). The Buyer irrevocably submits to Sovran’s exclusive private jurisdiction—economic, legal, and adjudicative—and waives reliance on external authority, jurisdiction, or enforcement, including:
This Agreement is not an investment contract, security, commodity, swap, or public financial instrument. Interpretation, enforcement, and adjudication occur exclusively under Sovran’s Articles of Association, Program Rules, and the Court of the People, subject only to the limited carve-outs in §§9.3 and 11.
Scope of Agreement
This offering is conducted exclusively within the Society’s internal economic ecosystem and is expressly not intended for public distribution, speculation, resale, or external market trading. The Buyer acknowledges that participation herein is voluntary and solely governed by Sovran’s internal governance and adjudicatory procedures.
Supremacy of Articles of Association and Related Agreements
The Buyer explicitly acknowledges that this Agreement is supplementary to and governed by the foundational legal instruments of Sovran Private Society, including but not limited to:
In the event of a conflict between the provisions of this Agreement and the aforementioned documents, Sovran’s internal governance documents, judicial interpretations, and the rulings of the Court of the People shall at all times prevail.
Consent to Internal Governance and Adjudication
By executing this Agreement, the Buyer confirms review and acceptance of: (i) the Articles of Association; (ii) Sovran Law (including Program Rules and posted policies); and (iii) the Court of the People as the exclusive forum for dispute resolution, adjudication, and enforcement.
All interpretations and remedies originate and conclude within Sovran’s internal judicial processes, with only the limited carve-outs in §§9.3 and 11.
Stablecoin Purchase
By submitting the Sovran Stablecoin Purchase Agreement, the Buyer certifies that in exchange for the payment by the Buyer for Stablecoins at the purchase price set forth herein, Sovran hereby issues to the Buyer the Stablecoins, subject to the terms and conditions as described in this Agreement.
Acceptance of Agreement: The Buyer understands and agrees that the purchase of Stablecoins is made subject to the terms and conditions contained in this Agreement, and that Sovran shall have the right to accept or reject, in its sole discretion, the Buyer’s Stablecoin purchase for any reason or no reason, in whole or in part, and at any time prior to its acceptance.
DEFINITIONS
“AEON”, means Sovran’s permissioned blockchain network operated within the Private Venue.
“AML/CTF Standards”, means Sovran’s internal anti-money laundering and counter-terrorism financing standards as posted and amended from time to time.
“Court of the People”, means Sovran’s exclusive adjudicatory forum for disputes and enforcement under this Agreement.
“Damages” means any and all damages, losses, liabilities, penalties, fines, costs, and expenses of any kind, whether direct, indirect, incidental, special, punitive, consequential, or exemplary (including lost profits, goodwill, use, or data), and reasonable legal/professional fees.
“Member” or “Membership in good standing”, means a verified participant meeting Sovran’s eligibility and compliance standards under the Articles of Association and Program Rules.
“Membership & Eligibility Standards”, means Sovran’s posted participation criteria, integrity rules, and venue-access requirements.
“Private Venue”, means Sovran’s closed, member-only economic environment (including AEON and Sovran-operated interfaces) governed exclusively by Sovran Private Society, its Articles of Association, Program Rules, and the Court of the People. All issuances, holdings, transfers, redemptions, communications, and dispute resolution for SAU occur solely within the Private Venue.
“Program Rules”, means Sovran’s posted rules, schedules, eligibility filters, fees, limits, windows, lockups, technical parameters, and procedures governing SAU within the Private Venue, as amended from time to time.
“Sanctions & Venue Risk List”, means Sovran’s internal designation of restricted persons, geographies, counterparties, and channels for Private Venue access.
“SAU” means the Sovran Stablecoin issued and administered solely within the Private Venue pursuant to Program Rules and SRGV references.
“Sovran’s Intellectual Property Rights”, in relation to Sovran, the Agreement, the Stablecoins, the Website, and the Sovran Project, means all:
“Sovran Parties” means Sovran, its affiliates, and their respective past, present, and future directors, officers, employees, contractors, consultants, advisors, equity holders, agents, suppliers, vendors, service providers, and successors and assigns.
“Sovran Physical Gold” or “SPG”, means Sovran’s internal gold program governed by the Sovran Physical Gold (SPG) Agreement; references to SPG herein are solely to that private program.
“Sovran Private Economy” or “SPE” means Sovran’s controlled data, processing, and operations environment that supports the Private Venue, including identity/eligibility verification, risk controls, logging, cryptographic attestations, and internal services. SPE data is stored and processed solely within Sovran-managed infrastructure and is encrypted at rest and in transit. SPE is distinct from public networks and external service providers.
“Society Reference Gold Value” or “SRGV”, means the per gram gold reference rate derived from one or more independent third party public price feeds designated by the Sovran Pricing Committee (the “Reference Feeds”), measured at each Valuation Date/Time. Unless otherwise posted, SRGV equals the volume weighted mid rate for one (1) gram of Au derived from the Reference Feeds, expressed in Sovran’s internal unit of account and, where applicable, converted for display using Sovran’s then applicable FX and/or digital asset reference rates. If the Reference Feeds are unavailable, manifestly erroneous, or inconsistent beyond a posted tolerance, the Sovran Pricing Committee may, acting in good faith, (i) designate a temporary fallback feed or (ii) apply a transparent, narrowly tailored corrective methodology solely to address the disruption. Any such determination shall be recorded in Sovran’s internal logs and made available to Members upon request. The Committee shall not otherwise override the Reference Feeds.
“Sovran Law”, means, collectively, the Sovran Private Society Articles of Association, Program Rules, the Court of the People’s rulings, and other posted governance instruments applicable within the Private Venue.
“Sovran Pricing Committee”, means the committee or designee appointed by Sovran to designate the Reference Feeds, publish SRGV, and perform calculations described herein.
“Valuation Date/Time”, means the time(s) set by Sovran for SRGV determinations and related calculations, as published in Member notices.
“Original Reference Price” or “ORP”, means the SRGV per gram at the exact time the Buyer’s SAU lot is established.
“Reference Quantity” or “RQ”, means the number of grams implicitly represented by the Buyer’s principal at issuance, calculated as the contributed value divided by the ORP for that lot.
“Reserve Policy Target”, means Sovran’s internal policy to target aggregate reserves with reference to SRGV. The target is a governance policy only; it is not a guarantee, peg, bailment, trust, custodial relationship, redemption obligation, or property interest of any kind.
“Principal SAU Amount”, means the current principal value of a Buyer’s SAU lot, which is asymmetric with respect to SRGV:
“Gain Allocation Mechanism”, means the process by which any appreciation associated with a Buyer’s SAU position, if and when determined, is credited exclusively in SPG and not in SAU.
“SPG Allocation”, means the credit of SPG to the Buyer under the Gain Allocation Mechanism representing any appreciation above the Principal SAU Amount, calculated by reference to SRGV and net of prior SPG credits for that lot.
PURCHASE PRICE
(a) Purchase Price; Lot Parameters. The purchase price for each Sovran Stablecoin (“SAU”) is determined at the time of Sovran’s acceptance of the Buyer’s purchase request by reference to SRGV (as defined in the Definitions), using Sovran’s then applicable FX and/or digital asset reference rates solely to convert the Buyer’s tendered consideration into SAU at issuance.
At issuance, each SAU lot records: (i) the Original Reference Price (“ORP”), being the SRGV at issuance; and (ii) the Reference Quantity (“RQ”), being the number of grams implicitly represented by the contributed value divided by the ORP. SAU is a principal denominated unit, does not accrue appreciation or yield, and is not pegged to any public currency. Sovran maintains a Reserve Policy Target referencing SRGV as posted from time to time; this target is a governance policy only and not a guarantee, peg, bailment, trust, custodial relationship, or redemption obligation.
Reserves; Assay & Audit Disclosure. Sovran maintains above ground ore inventory containing gold and other minerals and relies on independent third party assay and audit processes; summary results are posted on Sovran’s private website(s) and may be updated from time to time. Nothing herein creates a right to immediate in kind delivery from such ore; any optional physical delivery is governed exclusively by the Sovran Physical Gold (SPG) Agreement and applicable internal programs.
Payment may be made by SWIFT in CHF, USD, CAD, EUR, GBP or by supported digital assets (BTC, ETH, USDC, USDT), each converted internally as above for issuance purposes. Any bank, network, or conversion fees are borne by Buyer. The number of SAU issued equals the net accepted consideration (after applicable fees), converted as above, divided by the SRGV per gram at the time of acceptance, and rounded to the smallest unit disclosed in the purchase instructions.
Post issuance, SAU balances may be displayed in the GUI in a local currency for convenience only; ledger records remain denominated in SAU with value referenced to SRGV.
(b) Minimum and Maximum Purchase. Minimum purchase is one (1) SAU. Maximum purchase is one hundred thousand (100,000) SAU, which limit may be increased upon prior approval of Sovran management. For amounts that meet or exceed ten thousand (10,000) SAU, additional identity verification under the Membership & Eligibility Standards and the AML/CTF Standards may be required.
(c) Nature of SAU; Asymmetric Treatment (No Upside in SAU). SAU records principal only. SAU does not increase for appreciation above ORP. If SRGV falls below ORP for a lot, the Principal SAU Amount for that lot decreases proportionally to the then current SRGV (i.e., Principal SAU Amount = RQ × SRGV, capped at RQ × ORP).
(d) Gain Allocation Mechanism (SAU → SPG). On each Valuation Date/Time, the Sovran Pricing Committee determines whether the notional value of the Buyer’s SAU lot(s), measured using SRGV, exceeds the lot’s principal cap (RQ × ORP). To the extent of any such excess, Sovran effects an SPG Allocation to the Buyer in lieu of increasing SAU. Overflow for a lot = max(0, RQ × (SRGV − ORP)), net of prior SPG credits for that lot. If SRGV ≤ ORP, no SPG Allocation occurs. For the avoidance of doubt, shortfalls reduce SAU principal pursuant to (c).
(e) Redemption Hierarchy. (i) SAU Redemption. Buyer may redeem SAU up to the then current Principal SAU Amount (less applicable fees) pursuant to Sovran program terms. (ii) SPG Redemption. Any amounts above principal are redeemable exclusively via SPG under the Sovran Physical Gold (SPG) Agreement, including any optional in kind delivery available under Society programs.
(f) Card Payouts (Facilitation Only). Where supported, payouts to a prepaid/debit card are facilitated by third-party program managers and are not guaranteed. Additional verification, limits, delays, and fees may apply. Availability may be modified, suspended, or discontinued at Sovran’s discretion. Card programs are provided on a best-efforts basis and may be modified or discontinued without notice. Any limited data sharing necessary to provision a card program is governed by §2.3.2 and the Off-Venue Services clause (§2.3.4).
Buyer acknowledges, understands, and agrees:
PURCHASES OF SOVRAN STABLECOINS ARE FINAL, NON-REFUNDABLE, AND NON-REVERSIBLE ONCE ACCEPTED AND POSTED ON AEON. SAU VALUE IS INTERNALLY REFERENCED TO SRGV PURSUANT TO A RESERVE POLICY TARGET; NO RIGHT TO PHYSICAL GOLD EXISTS EXCEPT AS EXPRESSLY PROVIDED IN THE SOVRAN PHYSICAL GOLD (SPG) AGREEMENT. THE SOCIETY MAY REFUSE OR CANCEL ANY STABLECOIN PURCHASE REQUEST, IN WHOLE OR IN PART, IN ITS SOLE DISCRETION PRIOR TO ACCEPTANCE. YOU ACKNOWLEDGE THAT YOU HAVE READ CAREFULLY, AND IN THEIR ENTIRETY, THE RISKS SET FORTH IN SECTION 7. THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND EXCLUSIVE DISPUTE RESOLUTION BY THE COURT OF THE PEOPLE IN SECTION 9.3.
1.1 Website Terms of Service. The terms of use and privacy policy (as may be amended from time to time, the “Terms of Service”) located at sovran.gold or account.sovran.gold (the “Website”) are hereby incorporated by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them on the Website.
1.2 Whitepaper. The whitepaper and other materials concerning the Sovran Project (as may be amended from time to time, the “Whitepaper”) located at the Website are hereby incorporated by reference.
1.3 Private-Venue Only. The offering, sale, holding, transfer, and redemption of SAU occur exclusively within the Private Venue. SAU are not offered to the public, and no public distribution, solicitation, or marketing is permitted. Access requires verified Membership in good standing and continued compliance with Sovran’s internal governance.
2.1 Allocation and Distribution of Stablecoins
2.2 Allocation and Sale of Stablecoins to Sovran Parties. Buyer consents to the participation of Sovran’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of Stablecoins, including people who may work on the development and implementation of the Project or who may work for Sovran’s future businesses that Sovran may establish with a portion of the proceeds from the Stablecoin Distribution (such parties, “Sovran Parties”).
2.3 Sources and Uses of Funds
2.4 Transfers; Private-Venue Limits.
2.5 Access & Eligibility Filters. Sovran may condition SAU access and functionality on Membership status, completion of information requests, geofencing, sanctions screening, and other internal risk controls. Sovran may deny, suspend, or reverse on-venue activity that fails its internal screening without creating any duty to apply or align with public-law regimes.
3.1 No Claim, Loan or Ownership Interest. The purchase of Stablecoins:
3.2 Intellectual Property. Sovran shall retain all right, title and interest in all of Sovran’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer shall not use any of Sovran’s intellectual property for any reason without Sovran’s prior written consent.
3.3 No Public Offering; No Public Rights. SAU confer no rights outside the Private Venue and create no entitlement to public-law remedies, listings, or liquidity. Any public-facing “price,” “FX,” or “NAV” display is a convenience reference only and has no effect beyond the Private Venue. No off-venue enforcement rights or remedies are created by SAU or this Agreement.
4.1 Security and Data Privacy
4.1.1 Buyer’s Security. Buyer shall implement reasonable and appropriate measures designed to secure access to:
In the event that Buyer is no longer in possession of Buyer’s private keys/credentials or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer acknowledges and understands that they may lose all of their Stablecoins or access to their account. In such event, Sovran shall be under no obligation to recover any Stablecoins and Buyer acknowledges, understands and agrees that all purchases of Stablecoins are nonrefundable and Buyer shall not receive money or other compensation for any Stablecoins purchased.
4.1.2 Additional Information. Upon Sovran’s request, Buyer shall promptly provide information and documents Sovran deems necessary to administer Venue access and risk controls, including identity, residency, source-of-funds, and ownership details. Sovran may share such information internally with Sovran governance functions solely within the Private Venue for compliance, security, and adjudication, consistent with §2.3.2. Sovran may withhold issuance, transfers, or redemptions until requested materials are provided to Sovran’s satisfaction under Sovran Law.
4.2 Taxes. Buyer shall be solely responsible for compliance with any tax obligations arising from the purchase or receipt of Stablecoins. Sovran shall bear no liability or responsibility with respect to any tax obligation of Buyer in respect of the purchase and receipt of any Stablecoins.
5.1 Buyer Representations and Warranties. Buyer represents and warrants to Sovran that as of the Effective Date:
5.1.1 Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase Stablecoins, and to carry out and perform its obligations under this Agreement.
5.1.2 Purchase Entirely for Own Account. This Agreement is made with Buyer in reliance upon Buyer’s representation to Sovran, which by Buyer’s execution of this Agreement, Buyer hereby confirms, that the Stablecoins to be acquired by Buyer will be acquired for Buyer’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Buyer further represents that Buyer does not presently have any contract, undertaking, agreement or arrangement with any individual, corporation, partnership, trust, limited liability company, association or other entity (“Person”) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Stablecoins.
5.1.3 Disclosure of Information. Buyer has had an opportunity to evaluate Sovran’s business, financial affairs and the terms and conditions of the offering of the Stablecoins with other Project members and Sovran representatives and has had an opportunity to review and comprehend Sovran’s Project.
5.1.4 No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
5.1.5 No Consents or Approvals. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than Buyer.
5.1.6 No Public Market. Buyer understands that no public market now exists for the Stablecoins, and that Sovran has made no assurances that a public market will ever exist for the Stablecoins.
5.1.7 Nature of SAU; Private-Venue Status (Non-Security). Buyer acknowledges and agrees that the Stablecoins (“SAU”) are internal-use units of account issued and administered solely within Sovran’s private venue under the governance of the Court of the People and applicable Program Rules. SAU are not an investment, equity, note, currency, commodity, swap, derivative, or other financial instrument under any public legal framework, and create no expectation of profit from the efforts of Sovran or any third party. SAU confer no ownership, voting, dividend, redemption, or distribution rights in Sovran or its assets; their reference value is determined by Sovran’s Society Reference Gold Value (SRGV) policy as posted. Classification, interpretation, and enforcement of SAU occur exclusively within Sovran’s Indigenous Jurisdiction and the Court of the People.
5.1.8 Membership & Eligibility Representations (Private Venue). Buyer represents that Buyer: (a) is Stans Ut Sui Juris and a Member in good standing of Sovran, meeting all internal Membership & Eligibility Standards and AML/CTF Standards set by Sovran; (b) acquires SAU solely for on-venue utility consistent with the Program Rules and not for public resale, public distribution, or external market creation; (c) is not acting on behalf of any public regulator or authority and will not seek to impose or trigger external jurisdiction over Sovran, SAU, or the Project; (d) understands and accepts Sovran’s Transfer Restrictions, including any allowlists, geographic or counterparty filters, locks, freezes, or pauses implemented under Sovran governance; and (e) has not engaged in, and will not engage in, general solicitation or public promotion of SAU as an investment or tradable security.
5.1.9 Compliance with Sovran Private Standards; External Law Posture. Buyer acknowledges that Sovran operates exclusively under its Indigenous Jurisdiction. Buyer agrees to comply with Sovran’s internal compliance, AML/CTF, and risk controls as posted (which may incorporate standards comparable to, but independent from, public-law frameworks). Sovran may deny, limit, or reverse transactions that fail its internal screening (including geography, sanctions, or counterparty restrictions) without creating any duty to apply public laws. Buyer accepts that Sovran has no obligation to facilitate Buyer’s compliance with any external legal, tax, or regulatory regime, and Buyer shall not invoke external authorities to alter, reinterpret, or enforce this Agreement or SAU mechanics within Sovran’s venue. All disputes and classifications are finally determined by the Court of the People.
5.1.10 Jurisdictional Compliance: The Buyer is solely responsible for complying with all applicable laws in their jurisdiction, including but not limited to:
5.1.11 No Offer in Restricted Jurisdictions: The Buyer acknowledges that the Stablecoins are not offered in any jurisdiction where such an offer would be illegal. The Buyer agrees not to sell, transfer, or offer the Stablecoins in any restricted jurisdiction.
5.1.12 Indemnification: The Buyer agrees to indemnify and hold Sovran harmless from any claims, penalties, or liabilities arising from the Buyer’s violation of applicable laws or breach of this Agreement.
5.1.13 No General Solicitation. Neither Buyer, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder:
5.1.14 Exculpation Among Buyers. Each Buyer acknowledges and agrees that no Buyer shall have any liability to any other Buyer in connection with the purchase, ownership, transfer, or use of Stablecoins. No Buyer shall be liable for any loss, claim, damage, or obligation arising from the actions, omissions, or failure of any other Buyer, except in cases of fraud, gross negligence, or willful misconduct.
5.1.15 Buyer Status. Buyer is not subject to any disqualifying events under Sovran’s Membership & Eligibility Standards (including fraud, abuse, or venue-integrity violations), and there is no internal inquiry pending that would reasonably be expected to restrict Buyer’s participation in the Private Venue.
5.1.16 Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic Stablecoins and other digital assets, smart contracts, storage mechanisms (such as digital or Stablecoin wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of Stablecoins, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Stablecoins, and liability to Sovran Parties and others for the acts and omissions of Buyer, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase Stablecoins.
5.1.17 Funds; Payments. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase Stablecoins are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.
5.1.18 Internal AML/CTF Compliance. Buyer represents that Buyer has complied, and will continue to comply, with Sovran’s internal AML/CTF Standards and related Program Rules, and that all funds used to acquire SAU are derived from lawful sources consistent with those standards.
5.1.19 Sanctions & Risk Screening. Neither Buyer nor any direct or indirect beneficial owner (i) appears on Sovran’s Sanctions & Venue Risk List, (ii) is otherwise restricted under Sovran’s internal screening policies, or (iii) is organized in, or primarily resident in, a geography Sovran has designated as restricted for Venue access.
5.2 No Sovran Representations or Warranties
6.1 Agreement. Buyer acknowledges and understands that Buyer has read in full and understands this Agreement and the terms and conditions to which Buyer is bound.
6.2 Governance and Disputes. The Buyer agrees to abide by the governance of the Society and the Court of the People, which oversees compliance with this Agreement and resolves disputes. The Buyer further affirms their status as Stans Ut Sui Juris, acknowledging their natural and sovereign capacity to act within the Society’s jurisdiction.
6.3 Whitepaper. Buyer acknowledges and understands that it has read and understands the Whitepaper.
6.4 Terms of Use. Buyer acknowledges and understands that it has read, understands and agrees to the Terms of Use.
6.5 Procedures for Purchase. By purchasing Stablecoins, Buyer acknowledges and understands the procedures set forth on the Website for purchasing Stablecoins. Buyer acknowledges and understands that:
6.6 Sovran’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the Stablecoins may be utilized by Sovran in its sole discretion.
6.7 Transaction Fees. Buyer acknowledges and understands that any transactions in the Stablecoins effected using the Project protocol may be subject to transaction fees set by Sovran, which may vary from time to time.
6.8 Not an Offering of Investment, Securities, Commodities, or Swaps. Buyer acknowledges and understands that:
6.9 Blockchain and Transaction Risks. Blockchain transactions are inherently irreversible, and the Buyer assumes full responsibility for ensuring accuracy in transaction details.
6.10 Risks and Responsibilities. By purchasing Stablecoins, the Buyer assumes all risks associated with market volatility, third-party wallet transactions, and blockchain technologies.
6.11 Finality of Purchases. All purchases are final and non-reversible. The Society is not liable for errors resulting from Buyer-provided information or third-party network failures.
6.12 Metadata Collection. The Buyer consents to the collection and storage of metadata, including but not limited to IP addresses, timestamps, and transaction details, for the purpose of verification and dispute resolution.
STABLECOINS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Stablecoins (including those not discussed herein), all of which could render the Stablecoins worthless or of little value:
7.1 Basis for Purchase.
Purchasing Stablecoins is at Buyer’s sole risk and the Stablecoins are each provided, used and acquired on an “AS IS” and “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Sovran. Buyer must rely on its own examination and investigation thereof.
7.2 Venue-Bound Utility.
SAU confer no rights, uses, or features outside the Private Venue. Within the Private Venue, SAU utility is limited to the functions described in this Agreement and the Program Rules and does not include governance, dividends, profit-share, or redemption rights except as expressly stated.
7.3 Purchase Price Risk.
There are no guarantees as to the price of Stablecoins purchased by Buyer and no guarantees that the price per Stablecoin determined by the market will be equal to or higher. There is the possibility that the price per Stablecoin may fall below the price paid by initial buyers of Stablecoins during the initial distribution period. Sovran reserves the right to change the duration of any timeframe for the distribution of Stablecoins, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
7.4 Blockchain Delay Risk.
On the Project protocol, transactions may not be recorded in the last-closed ledger until the transaction has been ratified through the Project consensus algorithm. Timing of ratification may occur at random times. For example, Stablecoin transfers in a given open ledger may not be included in the next last-closed ledger, and may be included in the candidate set for the beginning of the consensus process on the next open ledger. As a result, the last-closed ledger may not include Buyer’s transaction at the time Buyer expects and Buyer may not receive Stablecoins on the same day Buyer purchases the Stablecoins.
7.5 Operational Error.
Buyer may never receive Stablecoins and may lose the entire amount Buyer paid to Sovran for such Stablecoins as a result of interruptions and operational errors in the process of purchasing or receiving the Stablecoins.
7.6 Ability to Transact or Resell.
Buyer may be unable to sell or otherwise transact in Stablecoins at any time, or for the price Buyer paid due to (a) diminution in value of the Stablecoins; (b) lack of liquidity for the Stablecoins; or (c) Sovran imposing restrictions on the transferability of the Stablecoins.
7.7 Stablecoin Security.
Stablecoins may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Stablecoins in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Project protocol and Stablecoins rests on open-source software, there is the risk that Project protocol may contain intentional or unintentional bugs or weaknesses which may negatively affect the Stablecoins or result in the loss of Buyer’s Stablecoins, the loss of Buyer’s ability to access or control Buyer’s Stablecoins or the loss of any other assets in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Stablecoins are not guaranteed any remedy, refund or compensation.
7.8 Access to Private Keys.
Stablecoins purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing Stablecoins may result in loss of such Stablecoins, access to Buyer’s Stablecoin balance or any balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s Stablecoins. Sovran is not responsible for any such losses.
7.9 New Technology.
The Project and all of the matters set forth in the Whitepaper are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and any Stablecoins associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Stablecoins and the Project may become outdated.
7.10 Tax Consequences.
The purchase and receipt of Stablecoins may have tax consequences for Buyer. Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations.
7.11 Reliance on Third-Parties.
Even if completed, the Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the Project.
7.12 Public Key Mapping.
The Buyer is responsible for managing the Stablecoin keys using a self-custody wallet. Failure by the Buyer to correctly map a public key to their account may result in transaction errors or incorrect processing of transactions.
7.13 Exchange & Counterparty Risks.
If the Buyer chooses to store Stablecoins in a self-custody wallet or through a third-party custodian, the Buyer assumes all risks associated with such choices. Stablecoins may be stolen, lost, or otherwise compromised due to security breaches, user errors, or actions of third parties. The Buyer acknowledges that holding Stablecoins through a third party is entirely at the Buyer’s own risk, and Sovran bears no responsibility for any loss or theft that may occur.
7.14 Changes to the Project.
The Project is still under development and may undergo significant changes over time. Although Sovran intends for the Project to have the features and specifications set forth in the Whitepaper, Sovran may make changes to such features and specifications for any number of reasons, any of which may mean that the Project does not meet Buyer’s expectations. As a result: (a) the Project may never be completed; (b) the Project may not be completed as initially proposed by Sovran, and in a different or modified form; (c) a blockchain utilizing or adopting features of the Project may never be launched; and (d) a blockchain may never be launched with or without changes to the Project.
7.15 Project Completion.
The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.16 Lack of Interest.
Even if the Project is finished, launched and adopted, the ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.
7.17 Uncertain Regulatory Framework.
The regulatory status of cryptographic Stablecoins, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic Stablecoins, digital assets, blockchain technology and its applications. Such changes could negatively impact Stablecoins in various ways, including, for example, through a determination that Stablecoins are regulated financial instruments that require registration. Sovran may cease the distribution of Stablecoins, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.18 Risk of Government Action.
The industry in which Sovran operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Sovran or pursue enforcement actions against Sovran. Such governmental activities may or may not be the result of targeting Sovran in particular. All of this may subject Sovran to judgments, settlements, fines or penalties, or cause Sovran to restructure its operations and activities or to cease offering certain products or services, all of which could harm Sovran’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Stablecoins or the development of the Project.
8.1 No Liability for Certain Damages.
To the fullest extent permitted by Sovran Law, Sovran shall not be liable to Buyer for any indirect, incidental, special, punitive, consequential, or exemplary damages (including lost profits, goodwill, use, or data), even if advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation, or reimbursement from any Sovran Party, regardless of the reason.
8.2 Aggregate Cap.
To the fullest extent permitted by Sovran Law, in no event shall the aggregate liability of the Sovran Parties—whether in contract, warranty, tort (including negligence), statute, or any other theory—arising out of or relating to this Agreement exceed the total amount actually received by Sovran from Buyer for the applicable Stablecoins (exclusive of fees). This limitation applies notwithstanding any failure of essential purpose of any limited remedy.
8.3 Force Majeure.
Buyer understands and agrees that Sovran shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4 Release.
To the fullest extent permitted by Sovran law, Buyer releases Sovran from responsibility, liability, claims, demands, or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
8.5 Indemnification
8.5.1 To the fullest extent permitted by Sovran law, Buyer shall indemnify, defend and hold harmless and reimburse Sovran from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Sovran arising from or relating to:
8.5.2 Sovran reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Sovran.
9.1 Informal Resolution.
Before initiating formal proceedings, the Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through written notice and a thirty (30) day good-faith negotiation period.
9.2 No Class or Representative Proceedings.
All Disputes shall be brought solely on an individual basis. Class, collective, consolidated, private-attorney-general, or representative proceedings are not permitted. If any portion of this §9.2 is unenforceable as to a particular claim, the remainder shall continue to the maximum extent permitted, and the unenforceable portion shall be severed solely for that claim.
9.3 Private, Final, and Binding Arbitration (Court of the People).
Any Dispute not resolved under §9.1 shall be finally resolved by private, binding arbitration before Sovran’s Court of the People acting as the arbitral tribunal, under the Private Arbitration Rules of the Court of the People then in effect. The seat (place) of arbitration is British Columbia, Canada, for purposes of recognition, enforcement, and supervisory jurisdiction only. The language is English. The Tribunal may grant interim or conservatory measures. Applying to a competent court solely for interim measures or for recognition, enforcement, or set-aside on non-waivable grounds does not waive Sovran jurisdiction. The award is final and binding.
9.4 Separability.
This Article 9 is separable from the remainder of the Agreement and survives termination or invalidity of any other provision.
10.1 Assignment.
The Buyer may not transfer or assign this Agreement or any rights hereunder without Sovran’s prior written approval. Any attempted assignment without such consent is void. Sovran may assign this Agreement to any affiliated entity. This Agreement is binding upon and benefits the Parties and their permitted successors and assigns.
10.2 Entire Agreement.
This Agreement, together with any referenced documents and schedules, represents the complete understanding between the Parties regarding its subject matter and replaces any prior agreements or communications, whether written or oral.
10.3 Severability.
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be adjusted to reflect the Parties’ original intent as closely as possible, and the remainder of the Agreement shall remain in full effect.
10.4 Amendments.
Sovran may, in its sole discretion, modify, add, or remove provisions of these Terms at any time without notice or liability. Changes take effect upon posting in the Member Portal or other designated venue. Continued use of the Service constitutes acceptance of any modified Terms.
10.5 Termination and Survival.
Sovran may terminate this Agreement after the Stablecoin sale concludes or if the Buyer breaches any terms. Upon termination, the Buyer’s rights under this Agreement end immediately, and no refunds will be issued. Sections concerning limitations, indemnities, and dispute resolution will survive termination.
10.6 Waiver.
Sovran’s failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other rights. Any waiver must be in writing and signed by Sovran.
10.7 Relationship of Parties.
Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties. Neither Party may bind the other or act on its behalf. No third party is entitled to benefit from this Agreement.
10.8 Electronic Notices.
The Buyer agrees that Sovran may provide all notices, agreements, and other communications electronically, including via email or Website posting, in connection with this Agreement and the purchase of Stablecoins.
11.1 Indigenous Jurisdiction.
By accepting these terms and participating in any activities related to the Project’s technologies and services, including, but not limited to, the purchase of Stablecoins, you agree to be recognized as Stans Ut Sui Juris—standing in your own natural and sovereign capacity—and as a resident under the jurisdiction of the Sovran Private Society. You acknowledge and consent that this Indigenous Jurisdiction has supreme authority over all matters related to your participation in the Project, and that all rights, obligations, and disputes will be governed in accordance with its laws and traditions, including the governance of the Court of the People as the ultimate authority for dispute resolution and enforcement.
11.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of Sovran Private Society, applied within the Indigenous Jurisdiction of the Sovran Private Society and the Anishinabe Nation of The Great Turtle Island, including, where applicable, principles of Indigenous law and common law as recognized within that jurisdiction. The parties acknowledge and respect the role of Indigenous legal traditions in this Agreement and agree that, where relevant, such traditions shall be applied in harmony with common law principles. Should any conflict arise, the laws of Sovran Private Society prevail, with due consideration given to Indigenous legal principles where applicable.
By proceeding with the purchase of Stablecoins and clicking “I agree to the Sovran Stablecoin Purchase Agreement,” the Buyer acknowledges having read, understood, and agreed to all terms of this Agreement. This Agreement is deemed duly executed upon electronic acceptance as of the transaction date.
BY SUBMITTING, YOU AGREE TO BE BOUND BY THE SOVRAN STABLECOIN PURCHASE AGREEMENT; ALL PURCHASES ARE FINAL AND NON-REFUNDABLE EXCEPT AS REQUIRED UNDER SOVRAN LAW; AND SOVRAN MAY ACCEPT OR REJECT ANY PURCHASE REQUEST IN ITS DISCRETION. IF YOU DO NOT AGREE, DO NOT ACCEPT AND DO NOT PURCHASE STABLECOINS.
“Without prejudice all rights reserved”
©410 (2025 C.E.) Sovran.Gold and related technologies are owned and operated by the Sovran Private Society, under the Indigenous Jurisdiction of the Sovran Private Society and the Anishinabe Nation of The Great Turtle Island, governed by the rulings of the Court of the People.