Terms & Conditions
The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of SEATS in a Shared Managed Masternode from Goldnode.io. Each of you and the Goldnode.io team is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the Goldnode Shared Managed Masternode Seat sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE A SEAT IN AN IMO AT GOLDNODE.IO. BY PURCHASING A SEAT AT GOLDNODE.IO, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT GOLDNODE.IO AT . By purchasing a SEAT, and to the extent permitted by law, you are agreeing not to hold any of the the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Goldnode.io Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of Shared Masternode Seats, including losses associated with the terms set forth below.
DO NOT PURCHASE SEATS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING SEATS, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE A MANAGED MASTERNODE SEAT
PURCHASES OF A SEAT SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE GOLDNODE.IO WILL BE AVAILABLE TO ASSIST PURCHASERS OF SEATS DURING THE SALE, GOLDNODE.IO WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF ETH OR SEATS RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE SEATS OR PARTICIPATE IN THE IMO. YOUR PARTICIPATION IN A IMO IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND GOLDNODE.IO AGREES TO SELL, SHARED MANAGED MASTERNODE SEATS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to IMO SEAT sale
YOU MAY NOT ACQUIRE A GOLDNODE IMO SEAT IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A CITIZEN OR RESIDENT OF THE REPUBLIC OF SOUTH AFRICA, OR THE CAYMAN ISLANDS.
When you purchase, or otherwise own, a shared managed masternode seat, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the SEAT:
- neither Goldnode.io nor any of the Goldnode.io Team has provided you with any advice regarding whether participating in an IMO by buying SEATS is a suitable investment for you;
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
- you are legally permitted to receive and hold Goldnode.io Shared Managed Masternode SEATS in your and any other relevant jurisdiction;
- you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of SEATS and assign a SEAT to you;
- you have not supplied us with information relating to your acquisition of SEATS or otherwise which is inaccurate or misleading;
- you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
- you will notify us promptly of any change to the information supplied by you to us;
- you are of a sufficient age (if an individual) to legally obtain SEATS, and you are not aware of any other legal reason to prevent you from obtaining SEATS;
- you take sole responsibility for any restrictions and risks associated with holding SEATS, including but not limited to these set out in Annex A;
- by acquiring SEATS, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
- you are not obtaining SEATS for any illegal purpose, and will not use SEATS for any illegal purpose;
- you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of SEATS;
- your acquisition of SEATS not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
- to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of Shared Managed Masternode SEATS and/or the Ethereum Network;
- you accept that SEATS are created and you obtain SEATS on an “as is” and “under development” basis. Therefore, provided Goldnode.io acts in good faith, you accept that Goldnode.io is providing SEATS without being able to provide any warranties in relation to SEATS, including, but not limited to, title, merchantability or fitness for a particular purpose;
- you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of SEATS (ii) the potential appreciation or depreciation in the value of SEATS over time, if any, (iii) the sale and purchase of SEATS; and/or (iv) any other action or transaction related to SEATS has tax implications
2. SEATS Sale in a IMO
SEATS give rights to have a share of the profit / loss of a Shared Managed Masternode. A SEAT is required for proper operation and comprehensive utilization of a Shared Managed Masternode. After the IMO SEAT sale, each seat is backed by the value of the Shared Managed Masternode and the revenue it is generating. The rights to a SEAT are subject to the limitations as described in the terms of the specific Shared Managed Masternode the SEATS belong to, but this should in no case create obligations for Goldnode.io in additions to the ones contained in these terms.
A share has a 1 on 1 relation with a Shared Managed Masternode. Shares are not exchangeable between Shared Managed Masternodes.
Goldnode.io reserves the right to stop or change a Shared Managed Masternode if continuation affects Goldnode.io from a regulatory or legal perspective.
4. Force Majeure
The Goldnode.io Team is not liable for failure to perform solely caused by:
- unavoidable casualty,
- delays in delivery of materials,
- government orders,
- acts of civil or military authorities,
- acts by common carriers,
- emergency conditions (including weather conditions),
- security issues arising from the technology used,
or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
5. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING SEATS AT THE PURCHASER'S SOLE RISK AND THAT SEAT IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE GOLDNODE.IO TEAM WARRANTS THAT THE PROCESS FOR PURCHASING SEATS WILL BE UNINTERRUPTED OR ERROR-FREE.
6. Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, SEATS OR (ii) THE GOLDNODE.IO TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE GOLDNODE.IO TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, SEATS, OR ARISING OUT OF ANY INTERACTION WITH GOLDNODE.IO PLATFORM. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE GOLDNODE.IO TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF SHARED MANAGED MASTERNODE SEATS, AND THAT THE RISK OF PURCHASING AND USING SEATS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE GOLDNODE.IO TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF SEATS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE GOLDNODE.IO TEAM.
7. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and Goldnode.io with respect to the purchase and sale of Shared Managed Masternode SEATS. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of SEATS and supersede any public statements about Shared Managed Masternode SEAT sale made by third parties or by the GOLDNODE.IO Team or individuals associated with any of the GOLDNODE.IO Team, past and present and during the Shared Managed Masternode SEAT sale.
The Purchaser and Goldnode.io agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
9. No Waiver
The failure of Goldnode.io to require or enforce strict performance by the Purchaser of any provision of these Terms or Goldnode.io’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of Goldnode.io’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by Goldnode.io of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the GOLDNODE.IO Team shall be deemed a modification of these Terms nor be legally binding.
10. Updates to the Terms
GOLDNODE.IO Team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing SEATS. The Terms may not be otherwise amended except by express consent of both the Purchaser and Goldnode.io.
11. Cooperation with Legal Authorities
Goldnode.io will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Goldnode.io Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of SEATS; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
Goldnode.io reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing your Goldnode.io account you use to receive and hold SEATS purchased from Goldnode.io, including credentials necessary to access your account. If your access credentials are lost or the 2FA Key is lost, you have to start the account recovery procedure. Instructions can be found at the Goldnode.io website. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any Goldnode.io communications is considered official. The English version shall prevail in case of differences in translation.
15. Governing Law
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with Dutch law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be ‘s-Hertogenbosch. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and Goldnode.io and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Shared Managed Masternode SEAT Risks
By purchasing, owning, and using SEATS, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Goldnode.io Due to Loss of Credendials, or Risk of not able to buy seats due to a Purchaser Error
2. Risks Associated with the Ethereum Protocol
Because the Goldnode.io uses ETH for SEAT purchases we are dependant on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on an active IMO on the platform.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Goldnode.io platform 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 platform is based on open-source software, there is a risk that a third party or a member of Goldnode.io team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform.
4. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, SEATS are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Goldnode.io, to offer recourse to you.
5. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of SEATS is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Goldnode.io platform. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform. Regulatory actions could negatively impact the platform and SEATS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale of SEATS constitutes unlawful activity or that SEATS are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase and sale thereof. Goldnode.io may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
6. Risks Arising from Taxation
The tax characterization of Shared Managed Masternode SEATS is uncertain. You must seek your own tax advice in connection with purchasing SEATS, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
7. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Goldnode.io services.
8. Risks Arising from Lack of Governance Rights
Because SEATS confer no governance rights of any kind with respect to the Goldnode.io platform or Goldnode.io team, all decisions involving Goldnode.io products or services within the platform or Goldnode.io itself will be made by Goldnode.io at its sole discretion. These decisions could adversely affect the platform and the utility of any SEATS you own, including their utility for obtaining services.
9. Unanticipated Risks
Shared Managed Masternode SEATS and the service Goldnode.io delivers are new and untested. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession of SEATS, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the Shared Managed Masternode SEAT sale, please contact .