Welcome to Luminium Coin!
Luminium Coin is a digital asset platform operated by and proprietary to Luminium Coin, LLC. You agree and understand that by signing up to Luminium Coin and opening an account, you enter into this user agreement (the “User Agreement”) between you and Luminium Coin LLC.
Carefully read this agreement, this agreement governs the relationship between “you” the purchaser and “us” Luminium Coin, LLC. You will be legally bound by its terms and conditions. We reserve the right to change the terms and conditions as needed, without notification. Our terms and conditions can be printed for record keeping.
© 2021 by Luminium Coin, LLC. All rights reserved.
Luminium Coin Purchase Agreement
This Agreement governs the terms and conditions of the purchase of Luminium Coins by the Purchaser from the Company. This Agreement shall govern both the initial purchase of Luminium Coins by the Purchaser from the Company and any subsequent purchase of Luminium Coins by the Purchaser from the Company provided, however, the Company reserves the right to amend the terms and conditions of the Luminium Coin Purchase Agreement with respect to subsequent purchases of Luminium Coins and to condition any subsequent purchase of Luminium Coins on Purchaser execution of the revised Luminium Coin Purchase Agreement.
Purchasers of Luminium Coins should be aware that purchase of Luminium Coins involves substantial risk. Those risks include:
1. PRICE RISK
The dollar price of the aluminum underlying Luminium Coins represents a risk to any dollar- based coin holder. Buying any commodity that could potentially go down in price creates the possibility of incurring losses should the commodity decline in price and need to be sold for any reason.
2. PRICE SPREAD RISK
All Luminium Coins will be convertible into the underlying commodity at a rate of 1-to-1 as fully described in this Agreement. Should the market price of the Luminium Coin deviate from the market price of the underlying commodity this would present an arbitrage opportunity that in an efficient market should not exist for long periods. However, markets have in the past, and potentially could in the future, remain in a state of inefficiency for an extended period and the price differential between Luminium Coins and the price of the underlying Aluminum could become large and persist for a long period. During such time, the price of the Coin may differ from the price of the underlying aluminium, presenting a risk to the Luminium Coin investor. This will be particularly likely until a robust secondary market develops for Luminium Coins. There is no such secondary market today and such a secondary market may never develop.
3. LIQUIDITY RISK
In much the same way that an inefficient market can cause Coin prices to deviate from the price of the underlying, similar inefficiencies can cause imbalances in demand that make exiting Luminium Coin positions difficult and costly. This will be particularly likely until a robust secondary market develops for Luminium Coins. There is no such secondary market today and such a secondary market may never develop.
4. TRADE RESOLUTION RISK
Luminium Coin investors will not be subject to the credit risk of the Company. The underlying physical aluminum is held in trust for the benefit of Coin investors. However, in the event of Company financial distress, insolvency or bankruptcy, Coin holders (especially ordinary individual investors) may become owners of physical aluminum held in trust for their benefit, and lacking the capacity to maintain this ownership of physical aluminum for any extended period of time, may find themselves having to sell aluminum inventory at a discount and incur costs associated with the sale of the physical aluminum.
5. REGULATORY RISK
The regulatory stance of various major U.S. regulators with respect to Luminium Coin remains uncertain. The Commodity Futures Trading Commission, the Securities and Exchange Commission, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department, the Internal Revenue Service, the National Futures Association, and the Financial Industry Regulatory Authority, among others, could impose requirements and costs on the Company and Luminium Coin holders that would have a substantial adverse impact on the Company and the value of Luminium Coins.
The Company makes no warranties or representations whatsoever regarding tax matters. Luminium Coin holders should understand the tax implications of Luminium Coin ownership and should consult with a tax advisor before acquiring Luminium Coins. Tax laws vary by jurisdiction and the taxation of Luminium Coin transactions will vary depending on the residency or domicile of the coin holder and other individual circumstances. Nevertheless, potential Luminium Coin holders should consider, at a minimum, the federal, state and local income tax consequences (including long-term or short-term capital gains taxes upon the sale, redemption, conversion or other disposition of Luminium Coin and the tax on ordinary income), the state and the local personal property tax consequences of acquiring Luminium Coins and the local, state and federal inheritance or estate and gift tax consequences of acquiring Luminium Coins. If a foreign resident, potential Luminium Coin holders should consider, at a minimum, the income tax, property tax, value added tax, transactions tax, wealth tax or inheritance, estate or gift tax consequences of acquiring Luminium Coins.
The Company has certain legal tax reporting obligations with which it will comply. This means that in certain circumstances, the Company may report to tax authorities with respect to transactions involving the sale, redemption, conversion, or other disposition of Luminium Coins.
BY EXECUTING THIS AGREEMENT, PURCHASERS ARE INDICATING THAT THEY UNDERSTAND AND ACKNOWLEDGE THESE RISKS.
Whereas, a Luminium Coin is an aluminum-backed digital token issued by the Company in accordance with this Agreement;
Whereas, Luminium Coins can be freely bought or sold by a Luminium Coin holder who is registered with the Company, as well as freely transferred between registered Luminium Coin holders;
Whereas, each Luminium Coin represents aluminum ownership, equivalent to one Kilogram of P1020A aluminum deliverable in the U.S.;
Whereas, Luminium Coins can be exchanged into physical metal, at the election of the Luminium Coin holder, from any of the products held in reserve at the published conversion rate of Luminium Coins;
Therefore, the Parties enter into this Agreement.
1.01. The Company. “The Company” means Luminium Coin, LLC, a Florida limited liability company. Luminium Coin, LLC is a wholly-owned subsidiary of Metal Convertibility, LLC, a Florida limited liability company.
1.02. Luminium Coin(s). “Luminium Coin(s)” means the aluminum-backed digital tokens issued by the Company in accordance with Article II of this Agreement.
1.03. Aluminum Reserve Trust. “Aluminum Reserve Trust” means the reserve of physical aluminum held in trust for the benefit of Luminium Coin holders in accordance with Article III of this Agreement.
1.04. Coin Redemption. “Coin Redemption” means the purchase of outstanding Luminium Coins by the Company from the Purchaser in accordance with Article IV of this Agreement.
1.05. Coin Conversion. “Coin Conversion” means the conversion of outstanding Luminium Coins by the Purchaser into physical aluminum in accordance with Article V of this Agreement.
1.06. Luminium Coin Price. “Luminium Coin Price” means the price of Luminium Coins as determined in accordance with section 2.02.
1.07. Ordinary Business Day. “Ordinary Business Day” means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a United State government federal holiday and on which the London Metal Exchange is open for business.