Terms & Conditions
1.1 Agreement and Jurisdiction
This Sovran Physical Silver Contribution and Redemption Subscription Agreement (the "Agreement") is entered into and effective as of the date of the electronic acknowledgment and acceptance by the Contributor (the "Effective Date"). This Agreement is between the undersigned sovereign natural person or private Member ("Contributor," "Member," or "you") and the Sovran Private Society ("Sovran," "Society," or "we"), a self-governing private society operating exclusively under the Indigenous Jurisdiction of the Sovran Private Society and the Anishinabe Nation of The Great Turtle Island, and governed by the Articles of Association, the Terms of Use, the Privacy Policy, and the supreme adjudicatory authority of the Court of the People.
This Agreement exclusively governs the terms, conditions, and private obligations under which Sovran provides access to Sovran Physical Silver Stablecoins ("SPS") and related Sovran physical silver redemption distributions ("Silver") strictly within Sovran's closed-loop, private economic system under the Society’s Indigenous and private contract jurisdiction.
1.2 Affirmation of Private Standing
By entering into and electronically executing this Agreement, the Contributor expressly affirms and declares their sovereign standing as Stans Ut Sui Juris, operating entirely in their private, sovereign, natural, and non-statutory capacity. The Contributor 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:
The Contributor further acknowledges that this Agreement 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 Court of the People.
1.3 Scope of Agreement
This Agreement sets forth the terms and conditions under which the Contributor may voluntarily participate in Sovran's private capital contribution initiative, specifically designed for the development and refinement of physical silver reserves into investment-grade Silver and issuance thereof in the form of SPS.
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 Contributor acknowledges that participation herein is voluntary and solely governed by Sovran’s internal governance and adjudicatory procedures.
Assay & Audit Disclosure. Sovran maintains above ground ore inventory containing silver and other minerals and relies on independent third party assay and audit processes; summary results are posted on Sovran’s private website(s) and may be updated from time to time. Nothing herein creates a right to immediate in kind delivery from such ore; optional physical delivery, if any, is governed exclusively by this Agreement and Sovran’s internal programs under the Articles of Association and the Court of the People.
For the avoidance of doubt, the Member acknowledges that ore processing and any optional physical delivery may require substantial specialized funding and facility readiness, and may therefore be deferred for an extended or indeterminate period until the Processing Preconditions are satisfied.
1.4 Supremacy of Articles of Association and Related Agreements
The Contributor explicitly acknowledges that this Agreement is supplementary to and governed by the foundational legal instruments of Sovran Private Society, including but not limited to:
In the event of a conflict between the provisions of this Agreement and the aforementioned documents, Sovran’s internal governance documents, judicial interpretations, and the rulings of the Court of the People shall at all times prevail.
1.5 Consent to Internal Governance and Adjudication
By executing this Agreement, the Contributor confirms that they have thoroughly reviewed, comprehended, and consented to:
The Contributor 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.
2.1 DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings set forth herein below. All defined terms operate exclusively within Sovran’s private jurisdiction and may differ substantially from definitions under public legal, statutory, or financial frameworks:
2.2 STRUCTURE OF CONTRIBUTION
2.2.1 Minimum and Maximum Contribution
There shall be no minimum contribution requirement established herein. Sovran reserves the absolute and exclusive right to accept, reject, or limit any contribution request at its sole discretion.
2.2.2 Contribution Method; Exclusive Use of SAU; SPS Purchase Program.
2.2.3 SPS Allocation
Sovran shall allocate and credit SPS to the Member’s Sovran account as and when determined under this Agreement, including credits via the Gain Allocation Mechanism and, if authorized, via the SPS Purchase Program. Optional physical delivery, where available, is addressed in Section 2.3 and Sections 4.1 and 4.2. Nothing in this subsection guarantees issuance of SPS in an amount equal to any contribution of funds or assets.
2.2.4 SVN Bonus on SPS Acquisition (Discretionary; Not Interest)
To encourage long term alignment and support ore processing, Sovran may, in its sole discretion, deliver to the Member a bonus in SVN equal to twenty percent (20%) of the SPS amount credited to the Member per acquisition event (including credits via the SPS Purchase Program or via the Gain Allocation Mechanism), measured at the time of SPS credit using Sovran’s internal reference rates.
Sovran may increase, decrease, suspend, or discontinue this bonus at any time. SVN is delivered, if at all, as a discretionary internal program incentive and not as interest, yield, or a debt obligation.
2.2.5 Discretionary Right of Conversion from SPS to SAG
Sovran may, in its discretion, convert all or any portion of a Member’s SPS into SAG only for risk control, ledger integrity, consolidation, or similar internal purposes. Sovran shall provide confidential notice of any such conversion through official internal channels and shall credit the Member’s account accordingly.
2.2.6 Prohibition of Fiat Currency and External Crypto Transactions
For the avoidance of doubt, Contributors shall not use external fiat currencies, external cryptocurrencies, third‑party financial platforms, or external exchanges to directly or indirectly acquire SPS under this Agreement. Sovran explicitly reserves the right to refuse, reject, or invalidate any attempted contribution or transaction involving prohibited external instruments or methods, and may, at its sole discretion, enforce such prohibition through internal disciplinary procedures, suspension of membership privileges, or any other internal remedies determined appropriate by the Court of the People.
2.2.7 SAG Appreciation Credited as SPS
Appreciation associated with a Member’s SAG position, if and when determined under the Gain Allocation Mechanism using SRSV, shall be credited exclusively in SPS via SPS Allocation and shall not increase the Member’s SAU balance. If no appreciation is determined on a Valuation Date/Time, no SPS Allocation occurs.
For the avoidance of doubt, shortfalls reduce the Member’s SAG principal for the affected lot(s) in proportion to SRSV pursuant to the SAG Agreement (i.e., principal tracks down to RQ × SRSV but never exceeds RQ × ORP). For clarity, SAU principal never increases above RQ × ORP; appreciation, if any, is credited only as SPS.
2.3 DELIVERY PROGRAM; PROCESSING PRECONDITIONS; RARE EARTH PRESERVATION; TIMELINE
(a) Processing Preconditions. Optional physical delivery corresponding to SPS balances shall occur, if at all, only after Sovran determines, in its discretion, that all of the following Processing Preconditions are satisfied:
(b) Commencement; Windows; Program Notices. Upon satisfaction of the Processing Preconditions, Sovran may issue a Processing Commencement Notice (PCN) opening an Active Processing Window. The PCN will specify procedures for submitting and scheduling optional physical delivery requests, together with any eligibility criteria, caps, fees, lockups, delivery forms, and other program terms. Sovran may modify, extend, suspend, or close any Active Processing Window by issuing a subsequent Program Notice.
(c) Rare Earth Preservation. Consistent with the RERP, Sovran may defer, alter, or decline any extraction or processing approach that, in its good faith judgment, would materially impair the economic value of rare earths or other non silver minerals contained in the ore.
(d) Timing; No Time of the Essence. Any dates, windows, targets, or schedules that Sovran may post are estimates only and provided on a best efforts basis. Time is not of the essence. Sovran may defer or reschedule processing in its reasonable discretion, including where market conditions, funding availability, logistics, facility access, or the RERP so require.
(e) Suspension; Deferral. If, at any time, one or more Processing Preconditions ceases to be satisfied, Sovran may suspend or defer processing and fulfillment (including an Active Processing Window) without liability, by issuing a Program Notice.
(f) No Damages for Delay; Private Remedies. The Member acknowledges and agrees that:
2.4 Optional Allocation into SVN Access Units
The Contributor may, upon formal written request and subject to Sovran’s express prior written approval, elect to convert or allocate any portion of their SPS balance or associated Silver redemption value into SVN Access Units. Such conversion or allocation shall be subject to and contingent upon the following conditions:
No automatic, default, or implicit conversion into SVN Access Units shall occur without the Contributor’s explicit formal written request and subsequent formal written approval by Sovran.
2.5 EXCLUSIONS, RESTRICTIONS, AND LIMITATIONS
2.5.1 Legacy and New SAU Permitted; SVN Access Units Prohibited
The Contributor explicitly acknowledges and agrees that existing or legacy Sovran Gold Stablecoin ("SAU") balances previously acquired or currently held by the Contributor from prior Member transactions, agreements, or accounts, as well as newly acquired SAU, are expressly permitted and may be utilized as contributions toward this Sovran Physical Silver (SPS) offering, provided such SAU holdings are duly verified by Sovran and remain compliant with Sovran's internal protocols.
The Contributor further explicitly acknowledges and agrees that any and all existing SVN Access Units currently held are strictly prohibited and shall not qualify for use, conversion, or allocation toward this SPS contribution.
Sovran reserves the absolute and exclusive authority and discretion to verify, validate, accept, limit, or reject the utilization of any legacy or newly acquired SAU balances in accordance with Sovran's internal verification procedures, governance standards, and discretion, without external justification or recourse available to the Contributor.
2.5.2 Public Currency or External Acquisition
Direct fiat currency purchases or external cryptocurrency exchanges executed on public, external, or non-Sovran-approved platforms shall be explicitly prohibited. All Contribution amounts must exclusively enter Sovran’s internal, private financial system through specifically authorized internal channels and processes.
2.5.3 Third-Party Contributions and Assignments
All contributions and associated SPS allocations must originate exclusively from verified Sovran Members. Contributions from third-party sources, intermediaries, or unauthorized entities are expressly prohibited unless explicitly authorized by Sovran in formal writing.
3.1 No Investment Contract or Security Instrument
The Contributor explicitly acknowledges, understands, and irrevocably agrees that this Agreement shall not under any circumstances constitute, imply, or represent:
The Contributor’s participation in this private contribution offering remains strictly voluntary and is solely governed, adjudicated, and enforceable under the private contract laws, internal governance structures, and exclusive jurisdiction of Sovran Private Society.
3.2 Restriction Against External Trading or Speculation
The Contributor expressly agrees and covenants that they shall at no time attempt, initiate, facilitate, or participate in the external sale, transfer, listing, or speculative trading of SPS or Silver redemptions outside the private jurisdiction and internal closed-loop economic system of Sovran. Any such attempt or participation shall constitute a material breach of this Agreement, resulting in immediate suspension, revocation, or termination of associated benefits, rights, or entitlements.
3.3 Comprehensive Risk Disclosure
The Contributor fully acknowledges, comprehends, and voluntarily assumes all inherent risks and uncertainties associated with participation in this Agreement, including but not limited to:
3.4 Finality and Irrevocability of Contributions
All Contributions submitted under this Agreement are expressly final, irrevocable, and non-refundable once accepted and posted to Sovran’s ledgers. The Contributor expressly waives any and all rights to reversal, withdrawal, refund, or cancellation under any external legal, regulatory, or statutory authority.
3.5 Confidentiality and Non-Disclosure
The Contributor expressly agrees to maintain absolute confidentiality and non-disclosure regarding all terms, conditions, and related internal processes of this Agreement. Any breach of confidentiality obligations herein shall result in immediate suspension or revocation of Contributor rights and entitlements and may result in internal enforcement action under the Court of the People. Confidentiality obligations do not restrict disclosures required by Sovran Law, Program Notices, or de-identified/aggregated operational reporting.
3.6 Waiver of External Jurisdiction and Remedies
By entering into this Agreement, the Contributor irrevocably waives and forfeits any and all claims, rights, or remedies available under any external jurisdiction, public court, regulatory authority, or statutory framework. The Contributor explicitly consents to exclusive adjudication and remedy solely within Sovran’s Court of the People.
3.7 Drawdowns; No Negative SPS; Interaction with SAG
SPS is variable and may decrease with changes in SRSV. At all times, the Member’s SPS balance is floored at zero:
The foregoing does not alter the mechanical tracking of each SAG lot’s Principal SAG Amount to SRSV as provided in the SAG Agreement; when SRSV declines below ORP, SAG principal may decrease accordingly even if SPS has been reduced to zero.
3.8 Venue-Only Transfers; No External Markets
SPS may be held, transferred, or encumbered only on Sovran-designated systems within the Private Venue, subject to allowlists, freezes, velocity limits, fees, and other Program Rules. Any listing, quoting, brokering, swapping, escrow, custodial rehypothecation, wrapping, bridging, tokenizing, or other facilitation of SPS on public or external markets (centralized, decentralized/DEX, OTC, P2P, or otherwise) is prohibited and constitutes a material breach, subject to immediate suspension, nullification, set-off, clawback, revocation, Membership actions, and other remedies under Sovran Law.
4.1 Issuance of SPS and Account Credit
Sovran shall allocate and credit SPS to the Member’s verified Sovran account as determined under this Agreement, including credits via the Gain Allocation Mechanism and, if authorized, via the SPS Purchase Program. Any optional physical delivery corresponding to SPS is facilitated pursuant to Sections 2.3 and 4.2 on a best efforts basis and is not guaranteed as to timing.
4.2 Physical Silver Redemption and Delivery
SPS constitutes the Member’s exclusive pathway for amounts above the Principal SAG Amount, including optional in-kind delivery where available. Physical redemption requests are accepted and scheduled only during an Active Processing Window, as posted in a PCN. Sovran will use best efforts to facilitate delivery corresponding to SPS holdings in accordance with the PCN’s procedures; provided, however, that:
If no Active Processing Window is posted, requests for physical delivery shall not be accepted.
4.3 Force Majeure
Sovran shall not be held liable or considered in breach of this Agreement for delayed performance or delivery resulting from events beyond its reasonable control, including but not limited to acts of God, global or regional disruptions, governmental restrictions, operational security constraints, cyber disruptions, or courier limitations.
4.4 Communication and Notifications
All official updates, SPS issuance notices, delivery schedules, logistical modifications, or other critical notifications shall be communicated to the Contributor via official internal Sovran channels, secure digital dashboard communications, encrypted email, or authorized Sovran contact points. The Contributor remains solely responsible for maintaining accurate, updated contact and delivery information with Sovran.
4.5 Title; Risk of Loss (Optional Physical Delivery)
Title to and risk of loss for any Silver physically delivered under an Active Processing Window shall pass to the Member upon tender to Sovran’s designated private courier or carrier at Sovran’s hand-off point, as reflected in Sovran’s timestamped internal records. Shipping, insurance beyond Sovran’s posted standard coverage, duties, and import/export compliance (if any) are the Member’s responsibility unless otherwise stated in the applicable Program Notice.
4.6 Delivery Compliance; Sanctions; Export Controls
Sovran may decline, suspend, or cancel any physical delivery or related logistics where Sovran, in good-faith discretion, identifies sanctions, geofencing, export-control, security, insurance, or venue-integrity concerns under Sovran Law. Any such determination is final within the Private Venue.
5.1 Exclusive Internal Jurisdiction and Governance
All matters arising under this Agreement shall be exclusively governed, interpreted, and enforced within Sovran’s private jurisdiction and adjudicated solely by the Court of the People. The Contributor explicitly waives any external public judicial recourse or statutory remedy.
5.2 Binding Dispute Resolution
Any and all disputes, claims, or enforcement actions under this Agreement shall be resolved conclusively through Sovran’s internal adjudication mechanisms, peer-reviewed tribunals, or the Court of the People, whose decisions shall remain final, binding, and enforceable exclusively within Sovran’s jurisdiction.
5.3 Informal Resolution Window
Before initiating proceedings in the Court of the People, the Member shall submit a written notice of dispute to Sovran’s designated contact, describing the issue and requested remedy. The parties shall cooperate in good faith for 30 days after Sovran’s receipt to seek private resolution. If unresolved, the matter may proceed under Sections 5.1 and 5.2.
5.4 No Class Adjudications or Representative Proceedings
Any dispute is personal to the Member and Sovran and shall not be brought as a class, collective, consolidated, private-attorney-general, or other representative proceeding in the Court of the People or elsewhere. No dispute may be joined or consolidated with another Member’s dispute.
6.1 Member Representations and Acknowledgments
By electronically executing and accepting this Agreement, the Contributor explicitly represents and affirms that:
6.2 Waiver of External Legal Recourse
The Contributor irrevocably waives all external legal claims, public statutory protections, or external regulatory recourse in relation to this Agreement. All remedies and interpretations shall exclusively remain within Sovran’s internal jurisdiction.
6.3 Electronic Signature and Binding Execution
By electronically executing this Agreement, the Contributor acknowledges, affirms, and consents to all terms and conditions. This electronic acceptance is fully binding and enforceable as a legal execution under Sovran’s internal jurisdiction.
6.4 Execution and Irrevocable Binding Effect
This Agreement becomes fully binding, legally effective, and irrevocable upon the Contributor’s electronic acceptance and the confirmation by Sovran of the Contributor’s verified Member status and receipt of Contribution funds. Upon such electronic acceptance, the Contributor explicitly acknowledges and agrees to the following conditions:
6.5 Electronic Acceptance, Binding Declaration, and Member Acknowledgments
By electronically executing and accepting this Sovran Physical Silver (SPS) Contribution and Redemption Subscription Agreement, the Contributor explicitly affirms, declares, and irrevocably consents as follows:
7.1 Limitation of Liability
To the maximum extent permitted under Sovran Law:
7.2 Exclusive Remedies; No Specific Performance
Member’s remedies are limited to those expressly provided in this Agreement and Sovran’s posted Program Notices. Specific performance, injunctions compelling processing or delivery, refunds, or rescission are unavailable within the Private Venue except as expressly posted by Sovran.
7.3 Indemnification by Member
The Member shall indemnify, defend, and hold harmless Sovran and its designees from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable venue costs and private counsel fees) arising from:
7.4 Force Majeure Reference
The limitations above apply in addition to, and not in lieu of, Section 4.3 (Force Majeure).
8.1 Assignment
Member may not assign or transfer this Agreement or any rights hereunder without Sovran’s prior written consent. Any attempted assignment in violation hereof is void. Sovran may assign to an affiliate or successor under Sovran Law.
8.2 Amendments; Program Notices
Sovran may, in its sole discretion, modify, add, or remove provisions of these Terms at any time without notice or liability. Changes take effect upon posting in the Member Portal or other designated venue. Continued use of the Service constitutes acceptance of any modified Terms. Amendments and Program Notices govern prospectively unless expressly stated otherwise.
8.3 Severability
If any provision is held invalid within the Private Venue, it shall be modified to the minimum extent necessary to effectuate the Parties’ intent, and the remainder shall remain in full force.
8.4 No Waiver
A failure to enforce any provision is not a waiver of that provision or any other. Any waiver must be in writing by Sovran.
8.5 Entire Agreement
This Agreement (including Program Notices incorporated by reference) constitutes the entire agreement regarding SPS and supersedes any prior understandings not expressly set forth herein within the Private Venue.
8.6 Electronic Notices; Records
Member consents to receive all notices electronically through Sovran’s designated channels. Sovran’s internal ledgers and records are conclusive evidence of balances, credits, and logistics events within the Private Venue, absent manifest error.
This electronic acceptance by the Contributor constitutes a legally binding electronic signature, fully enforceable under Sovran’s private jurisdictional framework and governance protocols.
"Without prejudice, all rights reserved"
©410 (Sovran calendar; civil year 2025 CE) Sovran Private Society. Exclusively governed, adjudicated, and enforced by the Court of the People under the Indigenous Jurisdiction of Sovran Private Society and the Anishinabe Nation of The Great Turtle Island.