This Digital Freedom Access Unit 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 Digital Freedom Reserve Access Units ("DFR") 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 their status as Stans Ut Sui Juris (standing in their natural and sovereign capacity), and consents to the exclusive jurisdiction of the Sovran Private Society. The Buyer acknowledges that all disputes, interpretations, and enforcement actions shall be resolved under the governance of the Court of the People. The Buyer further waives the authority of any public legal systems or external jurisdictions in matters pertaining to this Agreement. This governance is consistent with the principles established in the Articles of Association and all related agreements of the Society.
Furthermore, the Buyer acknowledges and agrees that this Agreement operates in conjunction with all other Sovran governance agreements. By proceeding with this Agreement, the Buyer affirms that they have reviewed, understood, and agreed to be bound by all related Sovran agreements and policies, as amended from time to time by Sovran’s internal governance.
AFFIRMATION OF PRIVATE STANDING
By entering into this Agreement, the Buyer, as previously affirmed above, operates entirely in their private, sovereign, natural, and non-statutory capacity. The Buyer irrevocably consents to the exclusive jurisdictional, economic, and legal framework of Sovran Private Society and expressly waives any and all claims to external authority, jurisdiction, or enforcement, including but not limited to:
- National or international courts and regulatory agencies;
- Public financial institutions;
- External statutory or legislative frameworks;
- Public securities, investment, or taxation enforcement authorities.
The Buyer further acknowledges that this Agreement concerns an internal-use prepaid credit and shall not constitute an investment contract, security instrument, or regulated financial agreement under any public jurisdiction, and expressly consents that it shall be interpreted, enforced, and adjudicated exclusively under Sovran’s private jurisdictional framework and the Court of the People.
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 SOVRAN INSTRUMENTS OF GOVERNANCE
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:
- Sovran Articles of Association;
- Digital Freedom Credit (DFC) Purchase Agreement;
- Sovran Stablecoin Purchase Agreement;
- Sovran Access Unit (SVN) Purchase Agreement;
- Sovran Physical Gold (SPG) Contribution And Redemption Subscription Agreement;
- Sovran Private Society Premium Membership Agreement;
- Sovran Private Society Terms of Use;
- Sovran Private Society Privacy Policy;
- Sovran Private Society Jurisdictional Declaration.
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 that they have thoroughly reviewed, comprehended, and consented to:
- The Sovran Private Society Articles of Association;
- Sovran’s economic protocols and related financial frameworks;
- Sovran’s Court of the People as the exclusive forum for dispute resolution, adjudication, and enforcement of this Agreement;
- Sovran’s private definitions, proprietary terms, and classifications, specifically as they pertain to Digital Freedom Credits.
The Buyer expressly consents and agrees that all legal interpretation, adjudication, and remedies concerning this Agreement shall originate and conclude solely within Sovran’s internal judicial processes.
DFR PURPOSE AND NATURE
DFR are internal-use access units designed solely to confer eligibility and proportional weighting for participation in the DF Merchant Rewards Pool (“Rewards Pool”) within the private venue, subject to Program Rules. DFR does not by itself entitle the holder to cash, public money, or any specific asset and carries no intrinsic value. Holding DFR provides access/weighting for private-venue reward allocations; the amount, timing, form, and availability of any rewards are discretionary and may be nil.
DEFINITIONS
Access Units: The Digital Freedom Reserve access units referred to herein as “DFR,” issued solely within Sovran’s private venue to confer eligibility and proportional weighting for participation in the DF Merchant Rewards Pool, subject to Program Rules.
AEON blockchain: The private, permissioned distributed ledger operated within Sovran’s private venue and used for issuance, recording, and settlement of Access Units and related program activity.
Articles of Association: Sovran’s foundational governance instrument, together with all rulings and directives of the Court of the People, each as amended from time to time.
Buyer: A verified Sovran Private Society member in good standing acquiring DFR for private-venue use and not for speculation, public resale, or investment purposes.
Court of the People: Sovran’s exclusive adjudicatory forum with final authority over disputes, interpretations, and remedies under this Agreement.
Conversion Mechanics: Any conversions or elections involving DFMC, DFR, DFC, or SAU (including timing, thresholds, windows/locks, throttling/queues, eligibility filters, fees, and phase requirements) are governed exclusively by the Digital Freedom Terms of Use, §5A (Referral Program & DFMC Mechanics — Live Rule), and applicable Program Notices. In any conflict, ToU §5A controls including the Pre-Phase Completion Rule.
No Expectation of Convertibility: The Holder acknowledges there is no guaranteed right to convert DFR to any other unit, nor to receive any distribution, except as expressly provided in the ToU §5A and applicable Program Notices.
Sovran Intellectual Property: Collectively, all intellectual, proprietary, and sui generis rights owned or controlled by Sovran worldwide, including (i) inventions, software, source/object code, smart contracts, AEON chain code and artifacts, ledger schemas, databases and database rights, models, algorithms, economic formulas, Program Rules, whitepapers, specifications, documentation, workflows, diagrams, UI/UX designs, graphics, audio-visual works, and derivatives; (ii) trade secrets and confidential information; (iii) trademarks, service marks, trade dress, logos, brand names, program names (including “Digital Freedom,” “DF,” “DFR,” “DFC,” “SAU,” “SVN,” “SPG,” “AEON”), slogans, domain names, and associated goodwill; and (iv) all registrations, applications, renewals, extensions, and rights to sue for past/present/future infringement or misappropriation.
License to DF: Sovran grants DF a limited, non-exclusive, revocable license to use Sovran Intellectual Property solely to operate the Project within Sovran’s private venue and subject to Sovran’s Articles of Association, Program Rules, and directives.
Exclusions: This definition (A) excludes Buyer’s pre-existing IP and Buyer-provided content in its original form; (B) excludes third-party open-source components to the extent used under their licenses.
DF Merchant Rewards Pool or Rewards Pool: The internal, private-venue pool of amounts designated by Sovran for potential periodic rewards distributions to eligible DFR holders, as determined by Sovran in its discretion and in accordance with Program Rules. The Rewards Pool may be funded from private-venue merchant activity and other internal sources as Sovran may post from time to time; funding may vary by period and may be zero.
Digital Freedom Credits or DFC (Credits): The internal-use credit issued within the Project pursuant to the Digital Freedom Credit Purchase Agreement and recorded on the AEON blockchain.
DFR Ledger Balance: The number of DFR recorded to a Buyer’s member account in Sovran’s ledger. All records are maintained in DFR units; any fiat or asset display is a convenience conversion only.
DFMC (Digital Freedom Match Credit): A private-venue directional holding pool in which eligible referral amounts (15%/5%) are posted in SAU terms and from which a Member may elect to exchange value either (i) to DFC (spendable venue credits) or (ii) to DFR (access units for Rewards Pool weighting), in each case per the Program Rules (including Digital Freedom — Terms of Use §5A and posted Program Notices). Exchanges are final once posted on AEON and may be subject to posted windows, locks, or eligibility filters.
DFMC-Sourced Value: Any Buyer value that originated in DFMC and was later exchanged to DFC under the Program Rules (including ToU §5A) and subsequently converted to DFR; DFMC-Sourced Value is tagged at the lot level.
DFMC Presale Lock: The temporary lock, window, or timing restriction that applies to DFMC-Sourced Value as posted in the Program Rules; breaking a lock may forfeit multipliers or eligibility for a period, per Program Rules.
DFMC Priority Rule: For matters involving DFMC elections, locks, clawbacks, lineage, and display, the Program Rules (including ToU §5A and posted Program Notices) control in the event of any conflict with this Agreement.
Distribution Statement: Any private-venue notice, statement, or posting by Sovran describing Rewards Pool parameters, Net Rewards, eligibility filters, record dates, and computed allocations for a given period.
Eligibility Filters: Sovran’s posted conditions for participation in a distribution cycle, which may include (without limitation): verified membership status, completion of information requests, absence of ineligibility flags or sanctions, compliance with transfer restrictions, absence of clawback/offset events, and satisfaction of any posted minimum-hold, snapshot, or lockup requirements.
Eligible AEON Purchase Assets or EAPA: Collectively and exclusively, SAU Stablecoins, DFC (Credits), and DFMC value elected for direct exchange to DFR under the Program Rules, each as recorded in the Buyer’s member ledger on AEON.
ACCESS UNIT PURCHASE
By submitting this Digital Freedom Access Unit Purchase Agreement, the Buyer certifies that, in exchange for the agreed-upon purchase price or internal conversion, DF shall issue DFR to the Buyer, subject to the terms and conditions set forth herein.
The Buyer understands and agrees that:
- The purchase of DFR is strictly governed by this Agreement.
- Sovran retains full discretion to accept or reject, in whole or in part, the Buyer’s DFR purchase or conversion request for any reason, with or without prior notice, and at any time before final acceptance by Sovran.
- No Buyer is guaranteed the right to acquire DFR, and Sovran reserves the right to limit, modify, or refuse issuance at its sole discretion.
(a) Purchase Consideration (EAPA only):
DFR Access Units are priced under a structured, multi-phase schedule set by DF within the Project. Pricing is not fixed and may change by phase based on posted availability, programmatic reinvestment cycles, and access controls. DFR cannot be acquired with cash, bank wires, cards, public cryptoassets, or any consideration other than EAPA.
DFR Access Units may be obtained solely by converting Eligible AEON Purchase Assets (EAPA) — SAU, DFC, or DFMC — debited from the Buyer’s member ledger upon DF acceptance. All elections/thresholds/windows/locks/fees are per ToU §5A and Program Notices. Conversions are final once posted on AEON.
SAU and DFC funding occurs solely pursuant to the Sovran Stablecoin Purchase Agreement and the Digital Freedom Credit Purchase Agreement, which may permit off-venue funding methods (e.g., SWIFT or specified crypto assets) at DF’s discretion. Such funding does not alter that DFR acquisition is EAPA-only.
(b) Minimum and Maximum Purchase:
There is no minimum purchase requirement for DFR Access Units. However, no single Buyer may convert more than 10,000,000 DFR Access Units in a single transaction or cumulative conversions over a rolling 30-day period, except by express written approval from Sovran. Conversions that meet or exceed 10,000,000 DFR Access Units may require the Buyer to complete additional Anti-Money Laundering (AML) and Know Your Customer (KYC) verification procedures before the transaction is finalized.
THE BUYER ACKNOWLEDGES, UNDERSTANDS, AND AGREES TO THE FOLLOWING:
- PURCHASE OF DFR ACCESS UNITS IS FINAL, NON-REFUNDABLE, AND CANNOT BE CANCELLED.
- DFR ACCESS UNITS MAY HAVE NO VALUE OUTSIDE OF SOVRAN’S PRIVATE FINANCIAL FRAMEWORK.
- BUYER MAY LOSE ALL AMOUNTS PAID, AND THERE IS NO GUARANTEE OF PRICE APPRECIATION OR EXCHANGEABILITY.
- SOVRAN RESERVES THE RIGHT TO REFUSE OR CANCEL ACCESS UNIT CONVERSION REQUESTS AT ITS SOLE DISCRETION.
- THE BUYER MUST REVIEW SECTION 7 (RISKS OF ACCESS UNIT PURCHASE) IN FULL BEFORE ENTERING INTO THIS AGREEMENT.
- THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION (§9.1) AND BINDING PRIVATE ARBITRATION (§9.3) UNDER THE GOVERNANCE OF THE COURT OF THE PEOPLE.
1. ACCEPTANCE OF AGREEMENT AND PURCHASE OF ACCESS UNITS
1.1 Sovran Governance and Terms of Use: The Buyer acknowledges and agrees that their purchase of DFR Access Units is governed by this Agreement, Sovran’s Articles of Association, and all applicable governance agreements, policies, and private financial structures established by Sovran Private Society. The Buyer further agrees to abide by Sovran’s Terms of Use and Privacy Policy, which are hereby incorporated by reference and may be updated from time to time at Sovran’s discretion. These governing documents are accessible through Sovran’s private website(s) and digital platforms.
1.2 DFR Access Unit Overview: The Buyer understands that additional information regarding DFR Access Units, their structured sale model, reinvestment framework, and private financial integration is provided in Sovran’s official governance documents and related materials. These materials, along with DF’s private economic policies, are made available exclusively to Sovran members and may be amended or supplemented at any time without prior notice.
By entering into this Agreement, the Buyer affirms that this Agreement operates in conjunction with and is subject to all Sovran governance agreements, including but not limited to:
- Sovran Articles of Association;
- Sovran Stablecoin Purchase Agreement;
- Sovran Access Unit Purchase Agreement;
- Sovran Private Society Membership Agreement;
- Sovran Private Society Terms of Use;
- Sovran Private Society Privacy Policy;
- Sovran Private Society Jurisdictional Declaration;
- All additional Sovran policies and agreements, as amended from time to time, which collectively govern the Buyer’s rights, obligations, and limitations within Sovran’s financial ecosystem.
The Buyer acknowledges that all Access Unit purchases are subject to the economic models and reinvestment structures set forth in these governing documents, which operate solely within Sovran’s private jurisdiction and financial framework.
1.3 Capacity of Parties; Allocation of Roles: The Buyer acknowledges and agrees that DF acts solely as the licensed program operator and issuer of DFR on behalf of and under license from Sovran. Sovran owns all Sovran Intellectual Property and program assets and acts in its governance capacity (including adjudication through the Court of the People). Except where expressly stated, no partnership, fiduciary, or joint-and-several liability exists between DF and Sovran.
1.4 Non-Consumer Representation; Mandatory Law: The Buyer represents that the acquisition of DFR is undertaken for private-membership and/or business purposes within Sovran’s private venue and not as a “consumer” purchase. To the extent any non-waivable consumer protection law applies, such law will modify only those provisions that cannot be waived, and the remaining provisions will continue to the maximum extent permitted.
2. ACCESS UNIT DISTRIBUTION
2.1 Acquisition of DFR Access Units: The Buyer shall adhere to all procedures and membership requirements established by Sovran for acquiring DFR Access Units. DFR Access Units may only be obtained through an internal conversion process from Eligible AEON Purchase Assets (EAPA).
As a condition precedent to acquiring DFR Access Units, the Buyer shall:
- Obtain Sovran-approved assets prior to requesting conversion into DFR Access Units, ensuring that all transactions remain within Sovran’s private financial framework.
- Comply with all Sovran membership requirements, financial controls, and security protocols governing Access Unit distribution.
- Acknowledge that all conversions of assets into DFR Access Units are final and non-refundable. The Buyer expressly waives any claim to financial entitlements, speculative opportunities, or investment returns related to such conversions.
- Accept that Sovran retains full discretion over the approval, processing, and issuance of DFR Access Units and may refuse or cancel a conversion request at any time without prior notice.
- DFMC Directional Election: From DFMC, the Buyer may elect to exchange value directly into DFR; resulting DFR lots inherit any DFMC lock/eligibility conditions posted in the Program Rules. Electing DFMC→DFC (instead of DFR) is available under the DFC Agreement; any later DFC→DFR step is treated as DFMC-sourced for tagging/eligibility if the chain of value originated in DFMC.
2.2 Allocation and Sale of Access Units to Digital Freedom Parties
The Buyer acknowledges and consents that Digital Freedom’s past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, and other designated representatives (collectively, “DF Parties”) may participate in the acquisition and use of DFR Access Units.
DF Parties may participate subject to posted insider lockups, blackout periods, and no-preferential-terms disclosures.
DF Parties include, but are not limited to:
• Individuals actively engaged in the development, governance, and expansion of Digital Freedom’s private economic framework.
• Society Overseers, Scribes, volunteers, and other appointed members assisting in the management and administration of Digital Freedom’s operations.
• Companies, partnerships, and entities that are directly affiliated with, owned by, or providing services to Sovran Private Society, including those facilitating financial, technological, or operational support.
Additionally, DF may utilize proceeds from the structured sale of DFR Access Units to further develop, expand, and enhance DF’s closed-loop financial ecosystem and reinvestment strategy. Such reinvestments are made at DF’s sole discretion and in alignment with its governance principles, ensuring long-term economic sustainability and financial autonomy.
2.3 Funding of EAPA & Fees
2.3.1 Use of Funds: All Buyer remittances occur under SAU/DFC agreements; no direct payment under this Agreement except fees. This Agreement is EAPA-only for DFR acquisition.
The Buyer shall not use DFR Access Units to finance, engage in, or otherwise support any unlawful activities within or outside Sovran’s jurisdiction. The Buyer explicitly acknowledges that DFR Access Units do not serve as a speculative financial instrument, nor may they be used for purposes inconsistent with Sovran Articles of Association, the Program Rules, or applicable private financial or contractual agreements.
2.3.2 Payments: All payments made by the Buyer under this Agreement must originate from the Buyer’s verified account, which may include a self-custody digital wallet, cryptocurrency exchange account, or bank account, provided that:
- The payment source is in the Buyer’s name and is not third-party funded without express approval from DF.
- DF applies Sovran internal AML/CTF standards (see §2.3.3). DF may refuse or reverse transactions to comply with applicable mandatory law or internal risk controls.
2.3.3 AML/CTF Standards; Information Requests: DF applies Sovran’s internal AML/CTF standards within the private venue. DF may reference external watchlists and non-cooperative jurisdictions and may refuse, limit, delay, reverse, or report transactions to comply with (i) Sovran internal risk controls and (ii) applicable mandatory law. The Buyer shall promptly provide information reasonably requested to satisfy these standards (e.g., identity, residency, source of funds). Failure to do so may result in suspension, denial, or reversal of issuance, transfer, or distribution eligibility until resolved under the Program Rules and any applicable Eligibility Filters.
2.4 Transfers and Transaction Restrictions
2.4.1 Transfer and Transaction Fees: The Buyer acknowledges that any transfer, conversion, or transaction involving DFR Access Units within the Project on the AEON blockchain may be subject to transaction or service fees, as determined by DF under the Program Rules.
DF retains the right to:
- Adjust transaction fees at its sole discretion to support liquidity, operational costs, platform infrastructure, or reinvestment mechanisms.
- Apply different fee structures for various types of transactions, including but not limited to conversions, transfers, or internal platform activities.
- Modify, update, or waive certain fees based on governance decisions without prior notice.
All transactions involving DFR Access Units are processed on AEON and may be subject to delays, network congestion, or processing failures beyond DF’s control.
Transactions are irreversible, and the Buyer assumes full responsibility for ensuring accuracy in transaction details before submitting any conversion request.
2.4.2 Transfer Restrictions: The Buyer acknowledges that DFR Access Units are exclusively issued for use within the Project and are not publicly tradable, transferable, or redeemable on external exchanges.
The Buyer further agrees that:
- DF reserves the right to impose limits on the transferability of DFR Access Units within the Project to maintain the integrity of its structured economic model.
- DFR Access Units shall not be listed, marketed, promoted, exchanged, or otherwise transferred on any public trading platform, centralized or decentralized, including but not limited to cryptocurrency exchanges, over-the-counter (OTC) platforms, or peer-to-peer networks.
- The Buyer is strictly prohibited from engaging in, facilitating, or attempting to create a secondary market for DFR Access Units outside DF’s private economy, whether through direct sales, swaps, brokerage arrangements, or indirect means.
- DF may, without limiting other remedies, impose on-venue restrictions (including tagging, freezing, quarantine, or eligibility removal), or restrict, revoke, or reclaim practical use of DFR lots that result from or are involved in unauthorized transfers, speculative trading, or violations of the Program Rules, in each case consistent with §6.4 (notice and cure; immediate action only if reasonably required for security/abuse).
- Any attempt to create, facilitate, or participate in an unauthorized secondary market for DFR Access Units, whether through direct sales, escrow services, OTC transactions, or indirect brokerage arrangements, shall result in enforcement under the Program Rules, including restriction or revocation consistent with §6.4 (notice and cure; immediate action only if reasonably required for security/abuse).
2.5 Net Earnings Distribution Mechanics; Reinvestment Framework
2.5.1 Net Rewards; Determination: “Net Rewards” means the internal amount, if any, that DF designates in good faith for a given period within the Project after deducting operating costs, Reserves and Set-Asides, capital commitments, risk/loss allowances, and other internal allocations or set-asides approved under the Articles of Association or rulings of the Court of the People. DF shall record Net Rewards determinations and related allocations on internal ledgers and may publish confidential Distribution Statements to Members through DF’s private systems.
2.5.2 Eligible Holders; Record Date: Eligibility for distributions is limited to verified Members in good standing holding DFR Access Units that are not subject to ineligibility flags, suspensions, or restrictions. DF shall set and post a Record Date for each distribution cycle; eligibility and pro rata weights are measured against the Member’s recorded, eligible DFR balances as of the Record Date.
2.5.3 Pro Rata Method: The distributable amount for a period (if any) shall be allocated pro rata among eligible holders based on each holder’s Effective Access Weight for the Measurement Period (as defined in the Program Rules). Rounding follows DF’s posted method; de minimis amounts may accrue forward.
2.5.4 Form and Timing of Distribution: Distributions, if any, may be effected in one or more Redemption/Delivery Forms: SAU, DFC (Credits), SPG, additional DFR, or other internal consideration; DF may alternatively conduct programmatic DFR repurchases and retirements that deliver an economically equivalent pro-rata benefit. Where expressly posted for a cycle, SVN may be included as an additional form. DF may batch, defer, stagger, net, or carry forward de minimis amounts in accordance with Program Rules. Distributions are discretionary, create no debt obligation, and do not bear interest.
2.5.5 Withholding; Set Off; Compliance: DF may withhold or set off amounts for unpaid fees, unresolved compliance matters, negative adjustments, or other internal obligations (and, where governance intervention is required, Sovran may direct such withholding under the Articles of Association). Distributions to any Member under review may be suspended until resolution.
2.5.6 Private Jurisdiction; Finality: All determinations under this Section 2.5 are made exclusively within Sovran’s private jurisdiction and are final and binding under the Articles of Association and the governance of the Court of the People.
2.5.7 Policy Target; Non Cumulative Periods: The policy target (if posted) for Rewards Pool allocations is as stated in Program Rules. No minimum frequency or amount is promised for any period; if DF elects to defer or skip a period, such amounts are non-cumulative unless expressly posted otherwise.
3. NO OTHER RIGHTS CREATED
3.1 No Claim, Loan, or Ownership Interest: The Buyer expressly acknowledges and agrees that DFR Access Units are available only via internal conversion of Eligible AEON Purchase Assets (EAPA) recorded in the Buyer’s member ledger. DFR cannot be purchased with cash, bank wires, cards, cryptocurrency, or any publicly traded asset. This structured conversion ensures that all transactions remain within DF’s private financial system, separate from external financial markets, securities classifications, or public regulatory oversight.
The Buyer further acknowledges that DFR Access Units are issued solely as a mechanism for participation within DF’s private financial ecosystem and do not constitute an investment, security, or tradable financial instrument. Specifically, the Buyer agrees that:
- DFR Access Unit holders may be considered for Rewards Pool distributions (“Net Rewards”) per the Program Rules, but have no claim to DF’s reserves, assets, or revenues; any distribution is discretionary and not an entitlement.
- DFR Access Units do not grant voting rights, equity ownership, liquidation preferences, redemptions, or control over DF’s financial policies or reinvestment strategies. Holding DFR Access Units does not entitle the Buyer to any decision-making authority within Sovran Private Society.
- Rewards Pool Distributions (Net Rewards): The Buyer acknowledges and agrees that, while DF’s policy target allocates amounts for potential Rewards Pool distributions pursuant to the Program Rules, no minimum payment amount, frequency, form, or occurrence is guaranteed for any period. DF retains discretion over the timing, batching, form, and operational mechanics of distributions (including deferral, staging, or programmatic repurchases), provided that such discretion shall not reduce the policy target of 100% of Net Rewards allocated for distribution to holders absent a duly adopted internal governance action under the Articles of Association and the Court of the People.
- The structured pricing model across issuance phases posted by DF (Phase 1 to Phase 7) serves exclusively as a method to regulate access and participation within DF’s private economy and does not imply asset appreciation, return on investment, or speculative financial growth.
- The price differences across phases reflect only the internal issuance model and are not indicative of an increase in financial value or market-based valuation.
- Units acquired in earlier phases provide access benefits by allowing holders to receive a greater number of Units relative to later phases, but this does not establish an expectation of increased resale value, liquidity, or financial gain.
- DFR Access Units do not possess investment attributes, nor are they designed or intended to serve as financial instruments under any public regulatory framework.
- DFR Access Units are not an investment, security, currency, commodity, swap, or financial instrument under any public legal framework. The Buyer acknowledges that purchases and holdings of DFR Access Units are not protected by any investment, securities, or commodity laws, nor are they subject to public financial regulations.
- DFR conveys no expectation of profit from the efforts of others. Any Rewards Pool is discretionary and may be zero. No public offering is made or intended.
- Any attempt by the Buyer to use DFR Access Units outside DF’s private economy, market them as financial assets, or introduce public trading mechanisms shall be considered a material breach of this Agreement, subject to immediate revocation of rights and remedies under Section 2.4.2 (Transfer Restrictions) and the Program Rules and legal action within Sovran’s Court of the People.
- Nothing herein limits compliance with non-waivable mandatory law.
3.2 Intellectual Property: Sovran retains full, exclusive, and perpetual ownership of all Sovran Intellectual Property. DF operates the Project solely under a limited, non-exclusive, revocable license from Sovran within Sovran’s private venue and subject to Sovran’s Articles of Association, Program Rules, and directives.
The Buyer receives only a limited, personal, non-exclusive, non-transferable, revocable right to access venue utilities as permitted. No ownership or intellectual property interest is conveyed.
The Buyer shall not reproduce, distribute, modify, reverse-engineer, decompile, create derivative works from, or otherwise use Sovran Intellectual Property except with Sovran’s express prior written consent. Violations may be enforced within Sovran jurisdiction, including remedies before the Court of the People.
For the complete and controlling intellectual property terms (including trademarks, feedback, reservations of rights, and DF’s license), see §10.11 (Intellectual Property & License). Operational changes to issuance, conversion, Rewards mechanics, and distributions are governed exclusively by §6.4 and do not arise from this §3.2. For the avoidance of doubt, §10.11 controls in any conflict regarding intellectual property or licensing.
4. SECURITY, DATA PRIVACY, TAXES, AND FEES
4.1 Security and Data Privacy
4.1.1 Buyer’s Security Obligations: The Buyer is solely responsible for implementing reasonable and appropriate security measures to protect access to their DFR Access Units, including but not limited to:
- Securing all devices associated with the Buyer’s wallet, Access Unit holdings, or DF-related transactions.
- Maintaining exclusive control over private keys to their self-custody digital wallet or any account used in connection with their purchase of DFR Access Units.
- Ensuring the confidentiality of all authentication credentials, including usernames, passwords, and two-factor authentication codes.
The Buyer acknowledges and accepts full responsibility for the safekeeping of their digital wallet credentials and understands that DF shall have no obligation, liability, or ability to recover lost, stolen, or compromised Access Units. In the event that the Buyer loses access to their private keys, wallet, or authentication credentials, they acknowledge that all associated DFR Access Units may become permanently inaccessible and that DF shall not issue replacements, refunds, or compensation for any lost Access Units.
4.1.2 Verification and Additional Information Requests: At any time, DF may request additional verification from the Buyer, which may include the submission of identity documents, proof of residency, or other relevant materials, for the purpose of ensuring compliance with DF’s internal governance, security standards, and financial oversight policies.
Such documents may include, but are not limited to:
- Valid government-issued identification (passport, national ID, or driver’s license).
- Proof of residence, such as a recent utility bill, lease agreement, or bank statement.
- Photographic verification of the Buyer’s identity.
- Sworn statements or other documentation as deemed necessary by DF.
The Buyer expressly consents to providing such information upon request and acknowledges that failure to comply may result in denial, delay, suspension, or reversal of issuance, transfer, or distribution eligibility until resolved consistent with the Program Rules and any applicable Eligibility Filters.
The Buyer further acknowledges that DF operates within the private jurisdiction of Sovran Private Society (“Sovran”) and authorizes DF to share collected information with Sovran (and its governance functions) solely for internal compliance, security, adjudication, and record-keeping purposes within the Project. Operational data may be processed or stored in multiple jurisdictions; collection, use, and retention follow DF’s and Sovran’s posted privacy notices.
4.2 Taxes and Financial Obligations: The Buyer is solely responsible for determining, reporting, and paying any taxes arising from the acquisition, holding, conversion, transfer, or receipt of DFR or related on-venue consideration (including EAPA, SAU, DFC, or distributions). DF and Sovran do not provide tax, accounting, or legal advice, make no representations regarding tax treatment, and have no obligation to withhold, report, or remit taxes on the Buyer’s behalf unless expressly posted in the Program Rules.
DF shall bear no liability or responsibility for the Buyer’s tax obligations, including, but not limited to, the following:
- Capital gains, income, or transaction-based taxation arising from the purchase, holding, or exchange of DFR Access Units.
- Any reporting requirements or filings necessary under the Buyer’s local jurisdiction.
- Any penalties, interest, or enforcement actions imposed by a public authority due to the Buyer’s failure to comply with tax regulations.
DF and Sovran do not characterize DFR for public tax purposes; Buyer is solely responsible for any treatment under applicable law.
The Buyer shall indemnify and hold DF and Sovran harmless from any claims, liabilities, penalties, or expenses arising from the Buyer’s tax obligations or filings.
5. REPRESENTATIONS AND WARRANTIES
5.1 Buyer Representations and Warranties: As of the Effective Date, the Buyer represents and warrants to DF the following:
5.1.1 Authority:
- The Buyer has full legal capacity, power, and authority to enter into this Agreement, purchase DFR Access Units, and perform their obligations hereunder.
- If the Buyer is an individual, they confirm that they are at least 18 years of age and legally competent to enter into this Agreement.
- If the Buyer is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction and possesses the necessary authority to execute this Agreement.
5.1.2 Purchase for Private Use Only: The Buyer expressly acknowledges and agrees that their purchase of DFR Access Units is made solely for their personal use within DF’s private economic ecosystem and not for speculative investment or public resale. The Buyer further warrants that:
- They are not purchasing the Access Units on behalf of any third party or acting as an agent, nominee, or fiduciary for another person or entity.
- They have no present or future intent to sell, transfer, or distribute DFR outside the Project or to create, facilitate, or participate in any external market or listing for DFR.
- They have not entered into, and will not enter into, any agreement or arrangement (contingent or otherwise) to transfer, hypothecate, or grant any interest in DFR outside the Transfer Restrictions and Program Rules.
5.1.3 Regulatory Independence:
- The Buyer represents they are not acting on behalf of any public authority to investigate/regulate the Project and will not seek to impose external jurisdiction over DF, Sovran, or the Project; attempts to do so constitute a material breach subject to remedies under the Program Rules and the Court of the People.
- The Buyer affirms that their participation in DF’s ecosystem is strictly voluntary and private, and they do not have any role in imposing external laws, regulations, or financial oversight within DF’s jurisdiction.
- The Buyer further acknowledges that any attempt to introduce public legal enforcement within DF’s jurisdiction shall constitute a material breach of this Agreement, subject to:
- Immediate termination of all Buyer rights, including access to DF’s private financial ecosystem.
- Potential revocation of DFR Access Units, without refund or compensation.
- Permanent exclusion from Sovran Private Society, including loss of membership status and privileges.
- Legal action under Sovran’s Court of the People, including any applicable disciplinary or financial consequences.
5.1.4 Disclosure of Information: The Buyer acknowledges that they have been provided with ample opportunity to evaluate Sovran’s governance, economic framework, and the terms of this Agreement. The Buyer further affirms that they:
- Have reviewed, understood, and accepted DF’s posted Program Rules and Whitepaper (as amended from time to time), and Sovran’s Articles of Association and related governance documents applicable to the Project.
- Have had the opportunity to ask questions of DF or Sovran representatives before proceeding.
- Understand the Project operates exclusively within Sovran’s private jurisdiction, and is not subject to external regulatory oversight.
5.1.5 No Conflicts or Violations: The execution, delivery, and performance of this Agreement by the Buyer do not and will not:
- Violate any organizational, contractual, or legal obligations applicable to the Buyer.
- Conflict with any court order, regulation, or governing agreement to which the Buyer is bound.
- Require any approval, consent, or authorization from an external regulatory authority, government entity, or third party.
- The Buyer has all consents/authorizations necessary to use EAPA for conversions and to bind any co-owners or controllers of the relevant accounts or wallets.
5.1.6 Acknowledgment of Private Market Structure: The Buyer acknowledges that:
- All issuances, transfers, and conversions occur on the AEON blockchain within the Project and are subject to the Transfer Restrictions and Program Rules.
- There is no public market for DFR Access Units, and DF makes no representation or guarantee that such a market will exist in the future.
- DFR Access Units do not carry an inherent fiat or commodity value outside of Sovran’s private jurisdiction.
5.1.7 Non-Security Statement: The Buyer acknowledges that DFR are offered solely as internal access units within Sovran’s private venue and are not intended to be investments, securities, commodities, swaps, or publicly tradable financial instruments. DFR confer eligibility and weighting for on-venue rewards mechanics only and do not grant ownership, equity, voting, or dividend rights in DF, Sovran, or any affiliate.
“THE ACCESS UNITS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND ARE NOT OFFERED FOR PUBLIC TRADING. THESE UNITS EXIST SOLELY WITHIN DIGITAL FREEDOM’S PRIVATE FINANCIAL FRAMEWORK UNDER SOVRAN JURISDICTION.”
5.1.8 Jurisdiction and Compliance with Sovran Private Framework:
- The Buyer acknowledges that they are subject solely to Sovran’s private jurisdiction and governance.
- The Buyer agrees not to engage in any transactions involving DFR Access Units that would subject Sovran to external regulatory scrutiny.
- The Buyer indemnifies Sovran from any claims, penalties, or liabilities arising from any breach of Sovran’s private jurisdictional requirements.
5.1.9 No External Legal Recourse: The Buyer acknowledges and agrees that:
- They irrevocably waive any recourse to external courts, regulators, or public agencies concerning their purchase of DFR Access Units.
- All disputes shall be resolved exclusively within Sovran’s Court of the People.
- Sovran shall not be held liable for external legal actions brought against the Buyer related to their purchase, use, or holding of DFR Access Units.
- For clarity, this waiver does not prevent either Party from seeking interim protective measures or recognition/enforcement (or set-aside on non-waivable grounds) of an arbitral award under the arbitration law of the seat.
5.1.10 Restrictions on Promotion & Public Solicitation: The Buyer acknowledges and agrees that:
- DFR Access Units shall not be publicly marketed, promoted, or solicited as an investment, financial asset, or tradable security.
- The Buyer shall not engage in direct or indirect advertising, fundraising, or external solicitation related to DFR Access Units in any jurisdiction outside Sovran’s private financial framework.
- Any attempt to list, promote, or facilitate the sale of DFR Access Units on public trading platforms, secondary markets, or investment offerings shall constitute a material breach of this Agreement.
- Violations of this section may result in the immediate revocation of DFR Access Units, termination of Sovran membership, and enforcement under Sovran’s Court of the People.
- Any public-facing communication about DFR must be accurate, and limited to DF-approved materials; forward-looking or price-related statements are prohibited.
5.1.11 No Liability Among Buyers: Each Buyer expressly agrees that:
- They shall not hold any other Buyer liable for losses, claims, or damages related to their DFR Access Unit purchase.
- Sovran shall not be responsible for any disputes among Buyers regarding transactions, transfers, or Access Unit use.
5.1.12 Buyer Knowledge and Risk Acknowledgment: The Buyer affirms that they:
- Have sufficient understanding of digital assets, self-custody wallets, including AEON on-chain finality, EAPA→DFR conversions, and private financial ecosystems.
- Understand the risks associated with purchasing and holding DFR Access Units, including loss of access, system changes, or limitations on transferability.
- Acknowledge that all purchases are final, non-refundable, and subject to Sovran private jurisdiction.
5.2 No Representations or Warranties by DF
5.2.1 Disclaimer of Liability:
DF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:
- ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
- ANY WARRANTY THAT ACCESS UNIT TRANSACTIONS OR ON-VENUE OPERATIONS ON AEON WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, OR SECURE.
- ANY REPRESENTATION THAT ACCESS UNIT AVAILABILITY, ELIGIBILITY, OR REWARD ALLOCATIONS WILL REMAIN STABLE OR INCREASE OVER TIME.
- ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR CONTINUED AVAILABILITY OF PROGRAM RULES, PHASE PRICING SCHEDULES, EAPA CONVERSION PATHS, OR DISPLAYED REFERENCES (WHICH ARE INTERNAL AND FOR CONVENIENCE ONLY).
5.2.2 No Guarantee of Access Unit Availability:
DF MAKES NO REPRESENTATION OR WARRANTY THAT:
- DFR ACCESS UNITS OR ANY PARTICULAR PHASE/WINDOW WILL ALWAYS BE AVAILABLE FOR ACQUISITION OR CONVERSION VIA EAPA.
- DF’S REWARDS MECHANICS, PHASE PRICING, ELIGIBILITY FILTERS, REINVESTMENT APPROACH, OR OTHER PROGRAM RULES WILL REMAIN UNCHANGED, AVAILABLE, OR OPERATE ON ANY SPECIFIC CADENCE.
- DFR ACCESS UNITS WILL BE REDEEMABLE OR EXCHANGEABLE OUTSIDE THE PROJECT, INCLUDING FOR FIAT CURRENCY, PUBLIC CRYPTOASSETS, OR EXTERNAL ASSETS OR SERVICES.
5.2.3 No Obligation to Maintain Platform or Services:
DF MAY MODIFY, SUSPEND, OR DISCONTINUE ANY FEATURE OF THE PROJECT (INCLUDING EAPA SOURCES, CONVERSION PATHS, DISTRIBUTION METHODS, OR USER INTERFACES) AND MAY IMPLEMENT MAINTENANCE WINDOWS, QUEUES, THROTTLES, OR SUSPENSIONS ON THE AEON NETWORK AS POSTED. NEITHER DF NOR SOVRAN SHALL BE LIABLE FOR SUCH ACTIONS, AND NO REFUND, COMPENSATION, OR SUBSTITUTE PERFORMANCE IS OWED.
6. BUYER ACKNOWLEDGEMENTS AND CONSENTS
6.1 Agreement to Governing Policies: The Buyer acknowledges that their participation in DF’s financial ecosystem is governed by Sovran’s private jurisdiction and internal governance. By proceeding, the Buyer affirms they have reviewed, understood, and agree to be bound by:
- The Sovran Private Society Membership Agreement (membership status and jurisdiction).
- The Sovran Stablecoin Purchase Agreement and the Digital Freedom Credit (DFC) Purchase Agreement (together defining Eligible AEON Purchase Assets (EAPA)).
- DF Program Rules (including phase pricing, eligibility filters, lockups, distribution mechanics) as posted within the Project on the AEON network.
- DF’s and Sovran’s Terms of Use and Privacy Policies, as amended from time to time.
6.2 Compliance with DF Terms and Policies: The Buyer affirms they have read, understand, and agree to DF’s Terms of Use governing access to DF platforms and services on AEON, and will comply with all applicable DF Program Rules and Sovran governance (including restrictions on speculative use and private-venue enforcement by the Court of the People).
Additionally, the Buyer agrees to comply with all applicable Sovran governance policies, including:
- Restrictions on speculative use or financial expectations related to DFR Access Units
- Private jurisdictional enforcement under the Court of the People
6.3 Finality of Purchases and Risk Acknowledgment: The Buyer acknowledges and agrees that:
- All EAPA → DFR conversions are final, non-refundable, and non-reversible once accepted by DF and posted on AEON.
- After execution, DF has no obligation to refund, exchange, or compensate for loss, error, or misallocation; AEON transactions may be delayed or fail and are irreversible when finalized.
- Buyer-provided details (addresses, amounts, references) are the Buyer’s sole responsibility.
- Acquisitions and conversions of DFR do not create financial entitlements, speculative opportunities, or investment claims.
- Clerical/technical posting errors may be corrected by DF with reasonable notice.
6.4 Sovran Authority; Prospective Updates; Notice and Cure
- Authority. DF retains discretion over issuance, eligibility, conversion mechanics, weighting, lockups, fees, limits, windows, and distribution methods for DFR and the Rewards Pool within Sovran’s private venue, subject to this §6.4.
- Prospective Effect; Notice. Material adverse changes to Program Rules or to Buyer-facing mechanics under this Agreement apply on a prospective basis only and become effective 7 days after posting to the member portal, unless DF reasonably determines that immediate effect is required for security, fraud/abuse mitigation, system integrity, or compliance with non-waivable law (in which case DF will post notice as soon as practicable).
- No Retroactive Reduction of Earned Amounts. Unless required by mandatory law or security exigency, changes shall not retroactively reduce Net Rewards already determined for a closed Measurement Period.
- Enforcement; Notice and Cure. DF may suspend, restrict, or revoke rights for material breach of this Agreement or the Program Rules after written notice and a 10-day opportunity to cure, unless immediate action is reasonably required to prevent harm, evasion, or system abuse.
- Continued Use Equals Acceptance. Continued use after the effective date of a posted update constitutes acceptance of that update.
The Buyer acknowledges that all modifications made by DF shall be legally binding and enforced under Sovran’s Court of the People.
Any violation of this section shall constitute a material breach of this Agreement, resulting in potential revocation of DFR Access Units, termination of membership, and legal action under Sovran’s private legal jurisdiction.
Where this Agreement references revocation or termination, the ‘Enforcement; Notice and Cure’ bullet under §6.4 governs, unless immediate action is reasonably required for security or abuse mitigation.
6.5 Regulatory Acknowledgment
The Buyer expressly acknowledges and agrees that:
- DFR Access Units are not an investment, security, currency, commodity, swap, or publicly regulated financial instrument under any public legal framework.
- Purchases and holdings of DFR Access Units are not protected by any investment, securities, or commodity laws, nor are they subject to public financial regulations.
- This Agreement and all related materials do not constitute an investment prospectus, securities offering, or solicitation for financial investment.
- DFR are issued exclusively for private-venue use within the Project on AEON.
- DFR Access Units are exclusively issued for use within DF’s private financial ecosystem and are subject to Transfer Restrictions (Section 2.4.2) and the Program Rules.
7. BUYER ACKNOWLEDGMENT OF RISKS
7.1 General Risk Acknowledgment
The Buyer acknowledges and understands that:
- Purchasing and holding DFR Access Units involves inherent risks, including changes in governance policies, reinvestment structures, or internal economic models that may affect accessibility, usability, or availability.
- DFR Access Units are exclusively issued within Sovran private jurisdiction and financial ecosystem and do not carry any external guarantees, financial protections, or regulatory oversight.
- There is no assurance that DFR Access Units will maintain a consistent structure, functionality, or long-term use within DF’s private financial system.
- Tax implications may arise; see §4.2 (Taxes and Financial Obligations).
7.2 No Guarantee of Access, Use, or Continuity
The Buyer acknowledges that:
- DF reserves the right to modify, suspend, or discontinue the issuance and distribution of DFR Access Units at any time.
- DFR Access Units do not guarantee access of Net Rewards—amount, form, timing, or continuity; rewards may be zero.
- DF has no obligation to compensate Buyers for changes, adjustments, or restrictions applied to DFR Access Unit distribution or usability.
7.3 External Regulatory & Enforcement Risks
The Buyer acknowledges that:
- DF operates exclusively within its Indigenous Jurisdiction, and external regulatory bodies, financial institutions, or public authorities have no authority over the governance, issuance, or use of DFR Access Units.
- Any attempt to apply external regulatory classifications, investment laws, or financial oversight to DFR Access Units shall be deemed invalid within DF’s jurisdiction and legally unenforceable.
- The Buyer waives any claim or legal action based on external financial laws, including but not limited to securities, commodities, and investment regulations.
7.4 Network/Protocol Risk (AEON)
- AEON transactions may be delayed, queued, reorganized, or fail due to congestion, forks, upgrades, consensus issues, or outages.
- Posting/settlement times are not guaranteed; finality is only upon network confirmation.
7.5 Custody & Key Management
- Loss/compromise of private keys, seed phrases, hardware wallets, or credentials can cause permanent loss of DFR or access.
- DF has no obligation or ability to restore access or reissue units.
7.6 Availability, Maintenance, and Suspension
- DF may modify, pause, throttle, or suspend conversions, transfers, weighting, or distributions for maintenance, security, market/tech disruptions, or third-party outages.
- Backlogs, reordering, and delays may occur.
7.7 Third-Party Dependencies
- Reliance on external infrastructure (wallets, custodians, messaging, oracles, service providers) may impair access or allocations if those parties fail.
- DF is not responsible for third-party performance.
7.8 Regulatory/External Action Risk
- External authorities may scrutinize or attempt enforcement that could disrupt availability or features despite Sovran’s private venue posture.
- DF may alter, geo-restrict, or cease functions to address perceived risks.
7.9 Changes to Features and Economics
- DF may amend Program Rules (fees, caps, windows, multipliers, eligibility filters, distribution forms/cadence) by posting updates.
- Changes take effect upon posting (unless stated otherwise) and may adversely affect the Buyer.
7.10 Data, Privacy & Metadata
- DF may collect operational metadata (timestamps, IPs, transaction references) for security, compliance, and dispute resolution.
- Digital systems carry inherent privacy and breach risks.
7.11 No Secondary Markets
- DFR are not designed for, nor permitted on, public/external markets.
- Attempted listings, OTC sales, or off-venue transfers may trigger revocation and other remedies under the Program Rules.
7.12 Entire Risk
- Buyer may lose all amounts contributed, receive no rewards, and derive limited or no utility outside the Project.
8. LIMITATION OF LIABILITY; INDEMNIFICATION
8.1 Applicability; Carve-Outs
- The limitations in §§8.2–8.6 apply to any claim arising from or relating to this Agreement, DFR, EAPA conversions, AEON operations, Program Rules, or the Project, to the maximum extent permitted within Sovran jurisdiction.
- Nothing in Article 8 limits DF’s remedies for the Buyer’s breach of §2.4.2 (Transfer Restrictions), intellectual property misuse, fraud or willful misconduct, or the Buyer’s indemnity obligations under §8.5.
- Survival of these provisions is as set out in §10.5.
8.2 Limitation of Damages
- Subject to §5.2.1 (disclaimers) and §8.3 (force majeure), DF’s aggregate liability to Buyer is limited as set out below.
- Under no circumstances shall DF, its officers, directors, affiliates, or agents be liable for damages exceeding the amount paid by the Buyer for DFR Access Units.
- The Buyer waives any right to claim consequential, punitive, or indirect damages, regardless of the cause, including but not limited to market fluctuations, blockchain network failures, or third-party custodial risks.
8.3 Force Majeure
DF shall not be liable for delay, failure, reduction, suspension, or reordering of functionality caused by events beyond reasonable control, including:
- Acts of God, natural disasters, epidemics/pandemics, war, terrorism, civil unrest, labor disputes;
- Power, telecommunications, or internet failures; cyberattacks, DDoS, exploits, zero-days;
- AEON protocol events (forks, upgrades, consensus failures, congestion, outages);
- Third-party or vendor failures; changes in technology standards;
- Governmental actions or external enforcement attempts.
The Buyer expressly acknowledges that blockchain technology and decentralized networks are inherently subject to operational uncertainties, and DF shall bear no liability for disruptions caused by technological instability, blockchain consensus failures, or unforeseen vulnerabilities.
8.4 Buyer’s Release of Liability
To the fullest extent permitted under Sovran private jurisdiction, the Buyer irrevocably releases and waives DF from any and all claims, demands, liabilities, losses, or damages arising from:
- Disputes or transactions between the Buyer and any third party, including digital wallet providers, custodial services, or external exchanges.
- Any misrepresentation, inaccuracy, or misunderstanding concerning the terms, functionality, or expected use of DFR Access Units.
- The loss, theft, or compromise of digital wallet credentials or private keys, resulting in the permanent loss of access to DFR Access Units.
- The impact of DF’s reinvestment model, including potential modifications to Access Unit circulation, utility, or redemption policies.
The Buyer further waives all rights to external litigation, arbitration, or governmental intervention concerning any dispute arising from this Agreement, acknowledging that all matters shall be resolved exclusively under Sovran’s Court of the People.
8.5 Buyer’s Indemnification Obligations
The Buyer agrees to fully indemnify, defend, and hold DF harmless from and against any actions, claims, penalties, liabilities, or enforcement actions arising from:
- The Buyer’s purchase, use, transfer, or attempted sale of DFR Access Units in violation of this Agreement or Sovran’s governance policies.
- Any external legal, regulatory, or tax claims brought against DF as a result of the Buyer’s acquisition or use of DFR Access Units.
- Any attempt by the Buyer to apply external financial, tax, or securities regulations to DFR Access Unit transactions, including reporting requirements or claims under public legal systems.
- The Buyer’s engagement in unauthorized transactions, including attempts to circumvent DFR Access Unit restrictions or facilitate external speculative trading.
- Misuse or unauthorized transactions involving DFR Access Units, including any attempt to resell or transfer Access Units outside DF’s private economy.
- Violations of Section 5.1.10 (Restrictions on Promotion & Public Solicitation), including any attempt to promote, advertise, or solicit DFR Access Units as an investment or publicly tradable asset.
- Breach of Sovran’s jurisdictional policies or private financial agreements.
8.6 Sovran’s Right to Control Legal Defense
- DF reserves the exclusive right to assume legal control over the defense of any claim subject to indemnification under this section.
- The Buyer agrees to cooperate fully with DF’s defense strategy and acknowledges that any failure to do so shall void the Buyer’s rights under this Agreement.
- This indemnity obligation is in addition to any other legal protections Sovran may have under its governance framework.
9. DISPUTE RESOLUTION
9.1 Informal Dispute Resolution
The Buyer and DF agree to cooperate in good faith to resolve any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement (each, a “Dispute”). This includes, but is not limited to, disputes regarding the formation, applicability, breach, termination, validity, or enforceability of this Agreement.
Before initiating any formal dispute resolution process, the Buyer must submit a written notice to DF describing the nature of the dispute and the relief sought. DF (and, as needed, Sovran) will then review the claim in good faith and attempt to resolve the matter privately. If a resolution is not reached within 30 days of DF’s receipt of the Buyer’s dispute notice, the matter shall proceed to formal dispute resolution within the Court of the People as outlined in Section 9.3.
9.2 No Class Arbitrations, Class Actions, or Representative Actions
- All disputes under this Agreement shall be resolved on an individual basis between the Buyer and DF. Class actions, mass arbitrations, or representative proceedings are strictly prohibited.
- The Buyer agrees that they shall not initiate or participate in any class arbitration, class action, or any other representative proceeding within any legal forum, whether inside or outside DF’s jurisdiction.
- Disputes shall be limited to direct claims between the Buyer and DF. The Buyer shall not act as a representative of, nor seek to resolve disputes on behalf of, any other individual or group.
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The Buyer expressly waives any right to participate in collective legal actions against DF, including multi-party claims, class arbitrations, or consolidated litigation. To the extent a class-waiver is non-waivable under the arbitration law of the seat (British Columbia, Canada), any such proceedings will be de-consolidated and administered as individual arbitrations to the maximum extent permitted, without prejudice to §9.3 (seat, curial law, and SPS Law on the merits).
9.3 Private, Final, and Binding Arbitration (Court of the People)
Any Dispute not resolved under §9.1 shall be resolved by private, final, and binding arbitration before the Court of the People of Sovran Private Society acting as the arbitral tribunal (the “Tribunal”) under the SPS Private Arbitration Rules then in effect. The seat (place) of arbitration is British Columbia, Canada, solely for purposes of recognition, enforcement, and supervisory jurisdiction. The language is English. The Tribunal shall consist of one arbitrator (or three, if either Party requests within 7 days of the Notice of Arbitration). The arbitration, submissions, evidence, hearings, and award are confidential. Either Party may seek interim or conservatory measures from the Tribunal; applying to a competent court solely for interim relief or for recognition/enforcement of an award does not waive Sovran jurisdiction. The award is final and binding and may be entered and enforced in any court of competent jurisdiction; no appeal lies on the merits.
- The Buyer expressly consents to the Court of the People as the final and binding authority on all disputes, contract interpretations, and remedies related to this Agreement.
- Sovran retains sole discretion over the adjudication process, including the appointment of arbitrators, procedural rules, and enforcement of rulings within its jurisdiction.
- The arbitration agreement in §9.3 is separable from the rest of this Agreement and survives termination or invalidity of any other provision.
Governing Law of Arbitration Agreement; Curial Law
The arbitration agreement in this §9.3 shall be governed by the arbitration law of the seat (British Columbia, Canada). The Tribunal shall decide the merits of any Dispute in accordance with the laws of Sovran Private Society (“SPS Law”). The procedural law (curial law) of the arbitration shall be the law of the seat. Applications solely for interim or conservatory measures, or for recognition, enforcement, or set-aside on non-waivable grounds under the law of the seat, may be made to a court of competent jurisdiction and do not waive Sovran jurisdiction.
Appointment Fallback
If the Tribunal is not constituted under the SPS Private Arbitration Rules within the prescribed time, the appointing authority designated in those Rules shall appoint; failing such designation, the Vancouver International Arbitration Centre (VanIAC) shall act as appointing authority.
9.4 ARBITRATION SEPARABILITY & SURVIVAL
The arbitration agreement in §9.3 is separable from the rest of this Agreement and survives termination or invalidity of any other provision.
10. MISCELLANEOUS
10.1 ASSIGNMENT
- The Buyer shall not assign, transfer, or delegate this Agreement or any rights or obligations arising under it without prior written consent from DF.
- Any attempted assignment or transfer by the Buyer in violation of this provision shall be null and void.
- DF retains the right to assign this Agreement to any of its affiliates, successors, or designated entities without requiring additional approval from the Buyer.
- Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors, assigns, heirs, executors, administrators, and legal representatives.
10.2 ENTIRE AGREEMENT
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This Agreement (together with the Program Rules, Articles of Association, and any posted schedules/policies incorporated by reference) constitutes the entire agreement regarding DFR and supersedes all prior or contemporaneous understandings, whether written or oral, on the same subject.
In the event of a conflict, the following order of precedence applies:
- Articles of Association
- This Agreement
- Program Rules (operational mechanics and live procedures)
- Whitepaper
- Any prior representations, statements, or understandings—whether made publicly or privately—concerning DFR Access Units, DF’s financial ecosystem, or related services shall not be binding unless expressly stated in this Agreement.
- The Buyer acknowledges that no reliance has been placed on any external statements, oral representations, or promotional materials not included in this Agreement.
10.3 SEVERABILITY
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If any provision of this Agreement is determined by Sovran’s Court of the People to be invalid, inoperative, or unenforceable, such provision shall be modified to the extent necessary to ensure its validity while preserving the Parties’ original intent.
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If modification is not possible, the provision shall be severed from this Agreement, and the remaining terms shall continue in full force and effect.
10.4 MODIFICATION OF AGREEMENT
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Subject to §6.4 for Buyer-facing and material adverse changes, Sovran (or DF) 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. Amendments shall become effective immediately upon publication, except as provided in §6.4, within DF’s private communications platform or digital records.
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It is the Buyer’s sole responsibility to review updates to this Agreement periodically. Continued use of the Service constitutes acceptance of any modified Terms.
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This Agreement was last modified on the date listed at the beginning of this document.
10.5 TERMINATION OF AGREEMENT; SURVIVAL OF CERTAIN PROVISIONS
- DF reserves the right to terminate this Agreement upon completion of the DFR Access Unit distribution or upon the Buyer’s breach of its terms.
- Upon termination of this Agreement:
- The Buyer’s rights under this Agreement shall immediately cease.
- The Buyer shall not be entitled to a refund or reimbursement of any amount paid for DFR Access Units.
- The following Sections shall remain in effect despite termination:
- Section 2.4 (Transfers and Transaction Restrictions)
- Section 3 (No Other Rights Created)
- Section 4 (Security and Data; Taxes and Fees)
- Section 6 (Buyer Acknowledgments and Consents)
- Section 7 (Buyer Acknowledgment of Risks)
- Section 8 (Limitation of Liability; Indemnification)
- Section 9 (Dispute Resolution)
- Section 10 (Miscellaneous)
10.6 NO WAIVERS
- DF’s failure to exercise or enforce any provision of this Agreement shall not constitute a present or future waiver of such provision.
- All waivers by DF must be unequivocal and in writing to be effective.
- No waiver of any provision shall be deemed to extend to any other provision of this Agreement unless expressly stated in writing by DF.
10.7 NO PARTNERSHIP, AGENCY, OR THIRD-PARTY BENEFICIARIES
- Nothing in this Agreement shall be construed as creating a partnership, joint venture, association, or co-operative entity between the Buyer and DF.
- This Agreement does not establish an agency relationship, and neither Party shall have the authority to bind or contract on behalf of the other Party.
- No third party shall have any rights or entitlements under this Agreement, nor shall any obligations be created for the benefit of any third party.
10.8 ELECTRONIC COMMUNICATIONS
- The Buyer agrees and acknowledges that DF may provide all agreements, notices, disclosures, and other communications related to this Agreement in electronic form.
- Electronic communications shall be deemed received when published within DF’s designated communications channels, including but not limited to:
- DF’s private digital platforms
- Encrypted messaging systems approved by DF
- Official AEON blockchain-based notifications or records
- The Buyer waives any right to require non-electronic communication unless expressly mandated by Sovran governance policies.
10.9 NOTICES
Notices under this Agreement may be delivered by posting to the member portal, by in-app message, or by email to the address on file for the Party. A notice is deemed received when posted to the member portal, when the in-app message is sent, or 24 hours after transmission by email, whichever is earlier, unless the sender receives a system-level undeliverable response.
10.10 COMPLIANCE WITH NON-WAIVABLE LAW
Nothing in this Agreement prevents compliance with non-waivable mandatory law. For clarity, the carve-outs in §9.3 govern any applications solely for interim measures or for recognition, enforcement, or set-aside of an arbitral award under the arbitration law of the seat.
10.11 INTELLECTUAL PROPERTY & LICENSE (SOVRAN OWNERSHIP)
- (a) Ownership. All right, title, and interest in and to the Project, AEON code/artifacts, Program Rules, economic models, brand assets, and related materials are and remain the exclusive property of Sovran (Sovran Intellectual Property).
- (b) DF License. Sovran licenses DF to operate the Project within Sovran’s private venue; Sovran may modify, suspend, or terminate DF’s license consistent with the Articles of Association.
- (c) Member Access Right. Subject to eligibility and Good Standing, Buyer receives a limited, revocable, personal right to access the venue utilities; no ownership or IP interest is conveyed.
- (d) Trademarks. “Digital Freedom,” “DF,” “DFR,” “DFC,” “SAU,” “SVN,” “SPG,” “AEON,” and associated marks are Sovran marks. No license is granted except as expressly set out here.
- (e) Feedback. Any suggestions or feedback become Sovran Intellectual Property without obligation.
- (f) Reservation. All rights not expressly granted are reserved by Sovran.
11. JURISDICTION
11.1 Exclusive Indigenous Jurisdiction
By accepting the terms of this Agreement and participating in any activities related to DF’s private financial ecosystem, including but not limited to the purchase, holding, or use of DFR Access Units, the Buyer acknowledges, affirms, and consents to being recognized as Stans Ut Sui Juris—standing in their own natural and sovereign capacity.
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The Buyer expressly acknowledges that they are a resident under the exclusive jurisdiction of the Sovran Private Society and that all rights, obligations, and disputes arising from this Agreement shall be governed solely within Sovran’s Indigenous Jurisdiction.
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The Buyer waives any claim to rights, remedies, or protections under external regulatory bodies, governmental entities, or public legal frameworks, acknowledging that all legal, financial, and contractual matters concerning this Agreement shall be adjudicated exclusively under the governance of Sovran’s Court of the People, except as provided in §9.3 for interim measures and recognition/enforcement/set-aside on non-waivable grounds.
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No external authority, including courts, regulatory agencies, or financial institutions, shall have jurisdiction over the enforcement, validity, or interpretation of this Agreement, except as provided in §9.3 for interim measures and recognition/enforcement/set-aside on non-waivable grounds.
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All disputes, claims, or enforcement matters shall be resolved solely under Sovran’s legal traditions, economic governance policies, and contractual principles, as interpreted by the Court of the People.
11.2 Governing Law
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Subject to the carve-outs in §9.3 permitting applications solely for interim protective measures and for recognition, enforcement, or set-aside of an arbitral award on non-waivable grounds under the arbitration law of the seat, this Agreement shall be governed by and construed in accordance with the laws of Sovran Private Society, which shall be interpreted and applied in alignment with the principles of Indigenous Law, Common Law, and Sovran’s internal governance framework.
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Sovran recognizes the historical and legal significance of Indigenous legal traditions, and where relevant, such traditions shall be applied in harmony with Common Law principles.
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The Buyer acknowledges that Common Law serves as a foundation for protecting the rights, safety, and well-being of all natural persons and that actions which infringe upon these fundamental rights may be subject to internal regulation and enforcement by Sovran’s legal authorities.
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In the event of a perceived conflict between Indigenous Law and Common Law, the laws of Sovran Private Society shall take precedence, with due consideration given to Indigenous legal principles where applicable.
11.3 Exclusive Authority of the Court of the People
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The Buyer expressly consents to the rulings, governance, and enforcement mechanisms of Sovran’s Court of the People as the final and binding authority over all matters relating to this Agreement.
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The Buyer acknowledges that this Agreement and all transactions related to it are subject to Sovran’s legal jurisdiction, and that no external court, government agency, or third-party arbitrator has authority over the Agreement’s interpretation or enforcement.
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Sovran retains the right to modify or interpret its legal and economic governance policies as necessary to uphold its financial stability, sovereignty, and contractual integrity.
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Any Buyer attempt to challenge Sovran’s jurisdiction, evade its governance, or seek external legal intervention shall constitute a material breach of this Agreement and may result in immediate termination of the Buyer’s rights, access, and Access Unit holdings within Sovran’s private economy.
11.4 Subject to §9.3 and §10.10, Absolute Private Legal Authority & Waiver of External Jurisdiction
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The Buyer expressly acknowledges and agrees that this Agreement, all transactions, and any disputes arising hereunder shall be governed exclusively by Sovran Private Society and its internal legal framework. No external legal, financial, or regulatory authority shall have jurisdiction over the interpretation, enforcement, or validity of this Agreement.
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The Buyer hereby irrevocably waives any and all claims, rights, or legal avenues to seek intervention, enforcement, or adjudication by public courts, regulatory agencies, financial institutions, or governmental authorities. This waiver extends to all forms of legal challenge, arbitration, or regulatory oversight attempts that contradict Sovran’s jurisdiction.
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The Buyer further represents and warrants that they are not acting on behalf of, nor are they affiliated with, any external legal, financial, or governmental entity seeking to investigate, regulate, or enforce public laws over Sovran, its governance, or its financial ecosystem.
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DFR Access Units are only obtainable through internal conversion from Sovran-approved Stablecoins, ensuring that no direct financial transactions occur between the Buyer and Sovran outside its private framework. No external classification as an investment, tradable security, or financial asset shall apply to DFR Access Units under any jurisdiction outside Sovran’s private governance.
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The Buyer further acknowledges that the structured pricing model across different issuance phases does not create an investment contract, financial security, or speculative asset. Any external regulatory attempt to classify DFR Access Units as a financial instrument based on phased pricing structures shall be deemed invalid within Sovran’s jurisdiction and legally unenforceable.
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Any external attempt to classify DFR Access Units as an investment, tradable security, or financial instrument shall be deemed invalid within Sovran’s jurisdiction and legally unenforceable. Sovran reserves the right to reject, deny recognition of, or legally challenge any external attempt to impose financial regulations upon its internal conversion process.
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Any attempt by the Buyer, a third party, or an external authority to introduce public legal jurisdiction, regulatory enforcement, or statutory obligations upon Sovran Private Society, its members, or its financial ecosystem shall constitute a material breach of this Agreement. Such a breach shall result in:
- Immediate termination of the Buyer’s access to Sovran’s private financial ecosystem;
- Revocation of all DFR Access Units held by the Buyer, without refund or compensation;
- Permanent loss of Sovran membership and disqualification from future participation;
- Legal recourse under Sovran’s Court of the People, including potential sanctions and financial remedies.
11.4 Subject to §9.3 and §10.10, Absolute Private Legal Authority & Waiver of External Jurisdiction (continued)
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Any attempt by the Buyer, a third party, or an external authority to introduce public legal jurisdiction, regulatory enforcement, or statutory obligations upon Sovran Private Society, its members, or its financial ecosystem shall constitute a material breach of this Agreement. Such a breach shall result in:
- Immediate termination of all Buyer rights, including access to Sovran’s financial ecosystem.
- Potential revocation of all DFR Access Units, without refund or compensation.
- Legal action within Sovran Court of the People, including exclusion from Sovran’s jurisdiction.
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Sovran retains full discretion over the issuance, pricing, and governance of DFR Access Units, and no external party shall impose statutory interpretations or investment regulations upon its private financial framework.
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Sovran reserves the right to reject, deny recognition of, or legally challenge any external attempts to impose statutory regulations, financial classifications, or securities designations upon DFR Access Units.
11.5 Subject to §9.3 and §10.10, Rejection of External Financial Regulations
- DFR Access Units exist solely within Sovran’s private financial ecosystem and are governed exclusively by Sovran’s economic policies and legal framework.
- Any external entity attempting to classify DFR Access Units as a security, taxable financial asset, or publicly tradable instrument shall have no legal standing within Sovran’s jurisdiction.
- Sovran reserves the right to challenge any such external claims under the Court of the People and to reject any enforcement attempts by external regulatory bodies.
- Buyers of DFR Access Units expressly waive any reliance on external financial laws, including but not limited to securities, commodities, and tax reporting regulations.
12. ELECTRONIC ACCEPTANCE
By proceeding with the purchase of DFR Access Units and clicking "I agree to the Digital Freedom Access Unit Purchase Agreement", the Buyer acknowledges, affirms, and agrees that they have read, understood, and accepted all terms and conditions contained within this Agreement.
This Agreement shall be deemed duly executed and legally binding upon the Buyer upon their electronic acceptance, effective as of the date of the transaction.
Binding Acknowledgment by the Buyer
By checking the acceptance box or otherwise affirmatively indicating agreement within DF’s digital interface, the Buyer agrees to be fully bound by this Agreement and all incorporated policies and procedures under Sovran’s private jurisdiction.
Final Declaration of Agreement
BY SUBMITTING THIS DOCUMENT, YOU EXPRESSLY AFFIRM AND AGREE THAT:
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YOU HAVE READ, UNDERSTOOD, AND CONSENT TO BE FULLY BOUND BY ALL TERMS, CONDITIONS, RIGHTS, AND OBLIGATIONS SET FORTH IN THIS AGREEMENT.
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YOU ACKNOWLEDGE THAT ALL PURCHASES OF DFR ACCESS UNITS ARE FINAL, NON-REFUNDABLE, AND NON-CANCELLABLE.
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SOVRAN RETAINS THE ABSOLUTE RIGHT TO ACCEPT, REJECT, OR TERMINATE ANY PURCHASE AGREEMENT AT ITS SOLE DISCRETION.
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YOU UNDERSTAND THAT SOVRAN OPERATES UNDER ITS INDIGENOUS JURISDICTION AND THAT ALL RIGHTS, DISPUTES, AND CLAIMS SHALL BE GOVERNED EXCLUSIVELY BY SOVRAN’S COURT OF THE PEOPLE.
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IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT PURCHASE OR HOLD DFR ACCESS UNITS.