Terms & Conditions (xCUP)
Last updated: 06 Feb 2026
GENERAL TERMS AND CONDITIONS WITH REGARDS TO xCUPS AS OF 06 FEBRUARY 2026
THESE GENERAL TERMS AND CONDITIONS REFER TO THE MECHANICS OF THE PURCHASE OF PHYSICAL SCRAP COPPER BY THE CLIENT IN ITS OWN NAME AND ON ITS OWN BEHALF FROM ALCUM, THE INSTRUCTIONS TO HOLD POSSESSION FOR THE CLIENT, THE TOKENIZATION OF JOINT-OWNERSHIP IN THE PHYSICAL SCRAP COPPER, THE REFINEMENT OF THE PHYSICAL SCRAP COPPER INTO REFINED COPPER AND THE SALE OF THE REFINED COPPER FROM THE CLIENT IN ITS OWN NAME ON ITS OWN BEHALF TO ALCUM.
THESE GENERAL TERMS AND CONDITIONS APPLY AUTOMATICALLY TO ANY OWNER AND USER OF THE XCUP AND THE RECIPIENT OF SERVICES COVERED UNDER THIS AGREEMENT WITHOUT ANY FURTHER REQUIRED AGREEMENTS. THE USERS AND OWNERS HEREWITH AGREE EXPLICITLY TO APPROVE AND ACCEPT THESE GENERAL TERMS AND CONDITIONS BY HOLDING XCUP OR CONSUMING SERVICES PROVIDED ON THE PLATFORM.
ANY ACTIVITY AS DESCRIBED IN THESE GENERAL TERMS AND CONDITIONS CONDUCTED BY AN OWNER OF XCUP, WHICH MAY LEAD TO AN EVENT WHEREBY EITHER ALCUM OR THE XCUP WOULD BECOME ILLEGAL AND AS A CONSEQUENCE SUCH XCUP WOULD BE DECLARED INVALID AND TERMINATED WITH IMMEDIATE EFFECT. ANY SUCH OWNERS WOULD BE MADE LIABLE FOR ANY FINANCIAL LOSS OR PENALTIES.
Table of contents
Services provided by ALCUM to Clients 2
Definitions 3
Chapter 1: Purchase of physical copper 3
Article 1: The purchase object: Physical copper 3
Article 2: The Purchase Price and payment 3
Article 3: Ownership in the purchased Copper 3
Chapter 2: Instruction to hold possession on behalf of the Client 3
Chapter 3: Tokenization Agreement 4
Article 1: Instruction to tokenize 4
Article 2: Tokenization mechanics 4
Article 3: Features of xCUPs 4
Article 4: xCUP Issuance and Redemption 4
Chapter 4: Copper Processing Agreement 5
Chapter 5: Refined Copper Sales Agreement 5
Chapter 6: Obligations of the Client with regards to all Agreements 5
Article 1: kYC check 5
Article 2: Representations and Warranties 6
Article 3: Liability and indemnification 7
Chapter 7: Loan 7
Chapter 8: Fees 9
Chapter 9: Obligations of all Agreements with regards to Clients 9
Chapter 10: Miscellaneous 10
ANNEX I: DEFINITIONS 10
ANNEX II: RISK FACTORS 11
ANNEX III: WHITE PAPER 16
Services provided by ALCUM to Clients
WHEREAS, ALCUM AG, Dammstrasse 16, 6300 Zug, Switzerland ("ALCUM") operates an industrial protocol designed to coordinate, structure, and account for an industrial processing lifecycle involving physical scrap copper and allows you ("Client") to participate in the purchase of and processing of physical scrap copper and to profit from the sale price of the refined copper;
WHEREAS, the Client may participate in such industrial lifecycle through the Platform operated by ALCUM, subject to the conditions set forth in these General Terms and Conditions;
WHEREAS, ALCUM coordinates the possession, storage, processing, and industrial handling of physical scrap copper through independent industrial and service partners acting under separate contractual arrangements;
WHEREAS, the Client purchases in its own name and on its own behalf physical scrap copper from ALCUM at the price as indicated on the Defi-plattform ("Platform") operated by ALCUM ("Service 1");
WHEREAS, the Client instructs ALCUM to tokenize its joint-ownership in the underlying physical copper into xCUP ("Service 2");
WHEREAS, ALCUM will have possession of the physical scrap copper for the Client and any third party to which the Client will transfer xCUP ("Service 3");
WHEREAS, the Client instructs ALCUM to process the physical scrap copper and to convert it into refined copper ("Service 4");
WHEREAS, the Client sells the refined copper after the refinement process back to ALCUM in its own name and on its own behalf ("Service 5");
WHEREAS, the Client will have access to dashboard services on www.alcum.com ("Service 6");
WHERES, to the extent legally possible the Copper in the ownership of one or multiple Clients can be transferred to interested third parties on the basis of a temporary industrial use agreement ("Service 7") (all "Services").
WHEREAS, the purpose of these General Terms and Conditions is to govern the Services and the Platform;
WHEREAS, the share in the joint-ownership in the physical scrap copper will be tokenized by means of the xCUP, which is digital asset on the basis of the Ethereum blockchain;
WHEREAS, the underlying of one xCUP shall be physical scrap copper ("Underlying") amounting to one (1) kilogramm of physical scrap copper ("Accepted Denomination");
WHEREAS, ALCUM has issued a White Paper made available to Client explaining the function and the purpose of the xCUPs ("White Paper");
WHEREAS, these General Terms and Conditions should always be read in connection with the White Paper and the White Paper forms an integral part of these Terms and Conditions;
WHEREAS, the transfer of the future xCUP shall be done after the TGE of the corresponding xCUP to the fully segregated wallet of each Client subject to the terms and conditions set forth in these General Terms and Conditions;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to the Terms and Conditions herein set forth, ALCUM and each Client using the Platform agree as follows:
Definitions
As used in these General Terms and Conditions and the Annexes hereto, the following terms have the respective meanings set forth in Annex I.
Automatic Application
These General Terms and Conditions apply automatically by operation of law to anyone subscribing for, transferring, or redeeming xCUP or consuming services provided on the Platform.
Chapter 1: Purchase of physical scrap copper
Article 1: The purchase object: Physical scrap copper
The Client buys physical scrap copper ("Copper") in its own name and on its own behalf from ALCUM at the price indicated on the Platform.
All Clients that purchase Copper jointly during an Epoch have a share equivalent to their purchased stake in relation to the aggregate amount of the purchased Copper by means of joint-ownership according to Art. 646 et seq. SCC.
Client is aware and understands that it is purchasing physical scrap copper and selling refined copper to partner companies.
Article 2: The Purchase Price and payment
The Copper can be purchased in USDT.
2.2 The Client deposits USDT from its proprietary wallet to the web3-plattforwww.web3.alcum.com ("Platform"). These funds are fully segregated and not commingled with any other funds from other Clients.
2.3 As soon as a new Epoch starts, ALCUM will in its sole discretion sell the Copper to the Client. All Copper is sold from ALCUM to the Client.
2.4 In the pilot phase, Copper can in each Epoch not be purchased in an amount exceeding CHF 100'000 at the time of purchase.
2.5 The purchase price ("Purchase Price") of the Copper is indicated on the Platform on the day ALCUM starts a new Epoch and the xCUP will be allocated to the Clients ("Fixing").
2.6 It is in ALCUM's sole discretion to use funds deposited by the Client on the Platform for the purchase of Copper and the allocation of xCUP or to return these funds to the Client. The Client has no right of participating in any Epoch.
2.7 Any USDT deposited on the Platform that has not been used as purchase price for the Copper sold from ALCUM to the Client will be returned to the Client to the wallet linked with the Platform.
Article 3: Ownership in the purchased Copper
3.1 The Client receives ownership in the Copper of each Epoch by means of joint-ownership in the Copper purchased jointly with other Clients during the same period ("Joint-Ownership-Share") according to Art. 646 et seq. SCC and a transfer of possession and ownership from ALCUM to the Client in accordance with Art. 924 para. 1 SCC (Besitzeskonstitut).
Chapter 2: Instruction to hold possession on behalf of the Client
1.1 Client and ALCUM herewith agree that ALCUM holds possession for the Client of the physical scrap copper during the processing of the physical scrap copper at the processing plant (Besitzanweisungsvertrag).
1.2 Client and ALCUM understand and agree that ALCUM will hold possession on behalf of any party to whom xCUPs are transferred by the former tokenholder. ALCUM has no obligation whatsoever to examine the legal justification of any possession of any holder subsequent to the initial holder of any xCUP.
1.3 Client understands and agrees that his/her joint-ownership in Copper will be transferred automatically by means of operation of law to any subsequent holder of xCUP. The xCUP constitute thus a means to transfer possession and joint-ownership from the Client to any subsequent holder.
1.4 Client accepts, understands, and allows ALCUM to hold the Copper with a partner company during the refinement process of the physical scrap copper into refined copper.
1.5 Client accepts and agrees that ALCUM will be the sole agent acting on behalf of the Client with regards to the relationship of the other partners involved in the xCUP ecosystem.
1.6 ALCUM is not liable whatsoever for any activity as holder of direct possession in the underlying physical scrap copper.
Chapter 3: Tokenization Agreement
Article 1: Instruction to tokenize
The Client instructs ALCUM to tokenize the Joint-Ownership-Share in Accepted Denomination or a multiple thereof.
The Joint-Ownership-Share shall be tokenized into one or multiple xCUPs which is based on the Ethereum Blockchain.
After the tokenization of the xCUP, the Clients can claim their xCUPs for transfer to the wallet. Each wallet and xCUPs of a Client are fully segregated from the xCUPs and wallets of the other Clients.
Article 2: Tokenization mechanics
2.1 xCUPs will be issued by ALCUM on the public Ethereum blockchain or any other blockchain in the sole discretion of the Company and will carry the abbreviation xCUP. Until automatic redemption, xCUPs will be kept in wallets of the Client fully segregated from the xCUPs and wallets of other Clients.
2.2 xCUPs will be generated during a TGE. One xCUP will at all times cover on a one-to-one-basis the equivalent amount of physical Copper as determined by the Accepted Denomination.
2.3 xCUPs can after the Tokenisation be claimed by Clients for transfer to the Wallet of the Client. All Client wallets are fully segregated from the wallets of other Clients.
2.4 xCUPs may undergo Hard Forks, meaning the splitting the path of a blockchain to a new distributed ledger of any defined protocol, at the discretion of ALCUM. A Hard Fork could also imply the invalidation of transactions confirmed by nodes that have not been upgraded to the new version of the protocol software. The entitlements of the xCUP will be inherited by the most up-to-date ALCUM endorsed ledger entailed in any Hard Forks. The TGE of xCUP will be made according to the Token Generation Process and in line with this tokenization agreement.
Article 3: Features of xCUPs
3.1. xCUPs serve particularly as a digital representation of joint-ownership in the Copper of the Client.
3.2. ALCUM shall offer an unlimited amount of xCUPs depending on the number of Clients that purchase physical scrap copper that has been purchased in accordance with the Accepted Denomination during the same period, meaning during an Epoch.
3.3. The Client acknowledges and understands that it is in ALCUM's discretion to accept or decline an offer made by the Client to purchase physical scrap copper and to tokenize, refine or sell the refined copper.
3.4. One xCUP represents the value of the purchased Copper in a certain Accepted Denomination which is one (1) kilogramm of scrap physical copper at the time of the TGE as indicated on the Platform.
Article 4: xCUP Issuance and Redemption
4.1. xCUPs will be generated during a TGE. ALCUM will decide in its sole discretion when to have a TGE. The xCUPs might be created during one or multiple TGE, which is equivalent to an Epoch.
4.2. Subject to the terms and conditions of these General Terms and Conditions, Clients will be able to claim the transfer of xCUPs to their wallet of the Client ("Transfer") no later than 2 days after the TGE has occurred ("Transfer Period").
4.3. ALCUM reserves the right to cancel any xCUPs in case of illicit behaviour and activities and in any other case if it is deemed to be adequate in good faith. The cancellation of a xCUP means the total loss of value for the Client and/or Owner of a xCUP.
4.4 At the end of the processing of physical scrap copper, the refined copper will be sold to a third-party. xCUPs will be redeemed against the sales proceeds from the sale of the physical copper. The proceeds will in USDT automatically be transferred to the wallet of the Client. All proceeds of Clients will be kept segregated from the proceeds of other Clients.
Chapter 4: Copper Processing Agreement
The Client instructs ALCUM to process the purchased physical scrap copper in the processing facilities in Valencia, Spain, which are operated by a partner company of ALCUM.
The purpose of the processing of the Copper is to refine the scrap copper into refined copper which the Client will sell in its own name and on its own behalf to ALCUM at the end of the refinement process.
The Client is aware that the processing of Copper involves operational, market, economic and other risks. ALCUM cannot be held liable for any negligent actions or behaviour nor for any of its group entities nor any of its staff, directors, or advisors.
Chapter 5: Refined Copper Sales Agreement
At the end of the refinement process of the Copper, ALCUM automatically purchases the refined copper from the Client within two business days. The Client acts always in its own name and on its own behalf.
All purchases of such refined physical scrap copper will be made by ALCUM on its own account with its own balance sheet and in its own name.
After the purchase of the refined physical copper by ALCUM from the Client and the sale of the refined copper to a third-party, ALCUM will transfer the proceeds gained from such sale to the wallet of the Client as soon as ALCUM will have received the sales proceeds from the third-party.
In case of a default of the third-party to whom ALCUM has sold the physical copper, the Client will not receive any payment if ALCUM has used Best Efforts in choosing a compliant and financially solvent third-party buyer.
Chapter 6: Access to dashboard services
1.1 Client will have access to dashboard services provided on www.alcum.com.
1.2. ALCUM uses best efforts to keep the online platform services updated, accurate, and operational at all times. ALCUM can however not be held liable for any malfunction, non-operationability, and inaccuracy that will happen. To the maximum extent permitted by law, ALCUM disclaims all liability for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of data, loss of profits, business interruption, or reputational harm, arising out of or in connection with the use of, or inability to use, the platform or its services.
1.3 The use of www.alcum.com or www.web3.alcum.com and its services is at the Client's own risk. The platform is provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied.
1.4 By accessing or using this platform, Client acknowledges and agrees that Client assumes full responsibility for any risks associated with its use.
Chapter 7: Temporary industrial use arrangements
The Client acknowledges and agrees that, as part of the industrial lifecycle, physical scrap copper may be temporarily allocated within industrial custody and processing arrangements involving third-party industrial partners.
Such temporary allocation occurs solely for operational purposes related to processing, handling, storage, or logistical coordination and does not constitute lending, financing, or provision of credit to any third party.
Any temporary industrial use of physical scrap copper does not create any entitlement for the Client to interest, fees, or financial compensation and does not affect the accounting representation of participation parameters recorded through xCUP.
Fees payable under the Protocol are determined independently of any temporary industrial use arrangements and are not funded through income or consideration derived from such arrangements.
Chapter 8: Obligations of the Client with regards to all Agreements
Article 1: Information Requirements
1.1 In respect of each Service, ALCUM reserves the right to request from the Client with regards to all Agreements referred to in these General Terms and Conditions following information and any further documents issued in reliance on such information:
Full Client name and contact information;
All other information, as reasonably required.
1.2 The Client acknowledges that a KYC check needs to be completed, either as required by law or at the discretion of ALCUM ("KYC Check"). Such KYC Check contains an identification of the Client, the beneficial owner of the funds and a documentation of the transaction. ALCUM may at its discretion require further details and information from the Client as may be reasonably necessary to ensure appropriate KYC.
1.3 The Client assures cooperation to perform the KYC Check within 2 days at the latest. The Company retains the right to cancel the contract if the KYC check cannot be completed or cannot be completed with satisfactory results (as well as for other reasons stated herein, such as that the minimum threshold for the issuance of the xCUP has not been reached).
Article 2: Representations and Warranties
2.1 By holding xCUP, each holder of xCUPs represents, warrants and acknowledges that:
a. Client is not a U.S. person under the U.S. Securities Act of 1933 or any other U.S. laws or regulations, a Green Card Holder of the United States of America ("USA") or citizen or resident (tax or otherwise) of the USA.
b. Client is not a citizen or resident (tax or otherwise) of any country in which TGEs, cryptocurrencies, ICOs or similar transactions and events are banned. Client is also not affected by sanctions issued by the USA, the United Nations, the EU, or Switzerland.
c. Client has a reasonable understanding of the functionality, usage, storage, transmission mechanics and intricacies associated with cryptographic tokens, smart contracts, and blockchain-based software.
d. Client has a reasonable understanding of the functionality, usage, storage, transmission mechanics and intricacies associated with the Copper market.
e. Client understands that buying metals are subject to big volatility and prices of Copper and xCUP can technically drop to zero.
f. Client understands that the xCUP is not a derivative and not a security.
e. Client has carefully reviewed the content of this Agreement, including the White Paper, has reasonably understood its content and agrees with the terms and conditions herein.
h. Client is legally permitted to receive, hold and use xCUP.
i. Buyer understands that the claim with respect to the future xCUP is not transferrable and must neither be sold nor transferred to a third person.
j. Buyer is not obtaining or using xCUP for any illegal purpose.
k. Client confirms having read and having understood the White Paper.
l. Client acknowledges that ALCUM is not supervised by the Swiss Financial Market Supervisory Authority (FINMA) or any other regulatory body.
m. Client confirms having read the risk factors relating to xCUP as contained in the Annex II hereto.
n. Client understands that ALCUM is not offering any investment, legal, regulatory, tax, technology, and other advice whatsoever.
o. Client understands that ALCUM will use its best efforts to create the xCUP but does not guarantee that such xCUP and its functionalities will be available. ALCUM assumes no liability if the development of the xCUP should fail. Client confirms having read, understood and acknowledged the respective risk factor related to the failure of development.
p. Client acknowledges and understands that it is in ALCUM's discretion to accept or decline an offer made by Client to purchase physical copper or to engage in Services as set forth in these General Terms and Conditions.
q. Client acknowledges that ALCUM limits or, as Swiss law permits, excludes any liability in connection with the sale of xCUP.
r. Client acknowledges that the TGE and xCUP sold thereunder is not and does not have to be subject to Swiss regulation and has not been approved by any supervisory authority.
s. Client confirms that it has read and understood the White Paper as set forth in Annex III.
t. Client confirms that it is aware that under local law the physical scrap copper being processed can be subject to a lien in case of non-payments of fees.
Article 3: Liability and indemnification
3.1 To the fullest extent permitted by Swiss law, ALCUM hereby limits or excludes any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with
(i) any acceptance of or reliance on the White Paper or any document related thereto, and
(ii) the purchase, acceptance and use of the xCUP.
3.2 Client shall indemnify, defend, and hold harmless ALCUM and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys' fees) that arise from or relate to:
(i) the use of xCUP,
(ii) Client's responsibilities or obligations under these General Terms and Conditions, or
(iii) any infringement or violation of Client of any rights of, or laws or regulations applicable to, any other person or entity.
Chapter 9: Protocol Remuneration and Operational Charges
1.1 ALCUM may receive remuneration for the coordination, administration, and operation of the Protocol, including the organization of industrial processes.
1.2 Any remuneration payable to ALCUM is applied exclusively on the basis of the positive net industrial result determined through operational and accounting reconciliation at the close of an Epoch.
1.3 The detailed methodology, applicable rates, and operational parameters relating to such remuneration and any applicable operational charges are set out in a separate fee schedule or operational policy document made available by ALCUM from time to time. Such document does not form part of these General Terms and Conditions.
Chapter 10: Miscellaneous
1.1 These General Terms and Conditions are automatically applicable to all owners, holders, or transferees of xCUP by the simple fact that they hold xCUPs.
1.2 Client understands and accepts that it is in ALCUM's discretion to accept the offer of Client to purchase physical scrap copper and to engage in the Services as set forth in these General Terms and Conditions.
1.3 These General Terms and Conditions shall be governed by and construed in accordance with the laws of Switzerland, without giving effect to any choice or conflict of law provision or rule.
1.4 Any dispute, controversy or claim arising out of or relating to the conclusion, interpretation or performance of the present Agreement, or the breach, termination or invalidity thereof, shall be decided by the competent courts in the Canton of Zug, Switzerland in German language.
1.5 These General Terms and Conditions shall be binding upon and shall inure to the benefit of ALCUM, the Client and each group company of ALCUM involved in the provision of Services and their respective successors and permitted assignees.
1.6 The headings and table of contents in these General Terms and Conditions are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.
1.7 These General Terms and Conditions (including the Annexes attached hereto or delivered in connection herewith) supersede all previous written, oral or implied understandings among them with respect to such matters.
1.8 These General Terms and Conditions might be amended by ALCUM in its sole discretion to comply with the applicable laws and regulations or to address technical or factual inaccuracies. In such a case, ALCUM can make modifications unilaterally. These changes can either be published on the webpage of ALCUM or sent by email to the email-address provided during the registration. The amended terms and conditions of this Agreement will be effective immediately and the continued participation in the sale of xCUP, or the continued use or holding of xCUP, as applicable, shall constitute an acceptance of the modified terms and conditions.
1.9 If any term, provisions, covenant or restriction of these General Terms and Conditions is held by a court of competent jurisdiction (i.e. including an arbitral tribunal) or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these General Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions completed by these Terms and Conditions is not affected in any materially adverse manner.
1.10 Unless otherwise indicated to the contrary in these Terms and Conditions by the context or use thereof:
(i) the words, "herein," "hereto," "hereof" and words of similar import refer to these General Terms and Conditions as a whole and not to any particular Article or paragraph hereof;
(ii) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa;
(iii) words importing the singular shall also include the plural, and vice versa; and
(iv) the word "including" means "including without limitation".
1.11 The Risk Factors related to xCUP and ALCUM are set out in detail in the Annex II hereto.
1.12 The English language shall be the definitive and controlling text of these General Terms and Conditions, notwithstanding the translation of these General Terms and Conditions into any other language.
ANNEX I: DEFINITIONS
"Accepted Denomination" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Agreement" shall have the meaning set forth in the Preamble to these Terms and Conditions.
"Best Efforts" shall mean the efforts that a prudent person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible.
"Copper" shall have the meaning set forth in the Preamble to these Terms and Conditions.
"Epoch" shall mean a life cycle of a physical scrap copper trade from the initial purchase of the scrap copper, the processing of the scrap copper, and the sale of the refined copper.
"Fees" shall have the meaning set forth in Chapter 7 these Terms and Conditions.
"Fixing" shall have the meaning set forth in Chapter 1 Article 2 of these Terms and Conditions.
"Hard Fork" shall have the meaning set forth in Chapter 3 Article 2 of these Terms and Conditions.
"Joint-Ownership-Share" shall have the meaning as set forth in Chapter 1 Article 3.
"KYC Check" shall have the meaning set forth in Chapter 1 Article 3 of these Terms and Conditions.
"Parties" shall have the meaning set forth in Preamble to these Terms and Conditions.
"Platform" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Purchase Price" shall have the meaning set forth in Chapter 1 Article 2 of these Terms and Conditions.
"Risk Factors" shall have the meaning set forth in the Annex hereto.
"Service 1" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 2" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 3" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 4" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 5" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 6" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Service 7" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"Services" shall have the meaning as set forth in the Preamble to these Terms and Conditions.
"TGE" shall have the meaning set forth in the Preamble to these Terms and Conditions.
"Transaction Fee" shall have the meaning set forth in Chapter 7 of these Terms and Condition.
"Transfer" shall have the meaning set forth in Chapter 3 Article 24 of these Terms and Conditions.
"Transfer Period" shall have the meaning as set forth in Chapter 3 Article 4 of these Terms and Conditions.
"Underlying" shall have the meaning set forth in the Preamble to these Terms and Conditions.
"White Paper" shall have the meaning set forth in the Preamble to these Terms and Conditions.
"xCUP" shall have the meaning set forth in the Preamble to these Terms and Conditions.
ANNEX II: RISK FACTORS
ACQUISITION OF XCUP AND PARTICIPATION IN THE ALCUM PROTOCOL INVOLVES EXPOSURE TO INDUSTRIAL, OPERATIONAL, TECHNOLOGICAL, AND EXTERNAL RISKS INHERENT TO REAL WORLD PHYSICAL PROCESSES AND A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THE WHITE PAPER BEFORE MAKING A DECISION TO ACQUIRE XCUP.
THE FOLLOWING RISKS ENTAIL CIRCUMSTANCES UNDER WHICH, THE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS OF XCUP COULD SUFFER ("RISK FACTORS").
DEFINED TERMS USED BELOW CORRESPOND WITH THOSE DEFINED IN THE AGREEMENT UNLESS OTHERWISE SPECIFIED.
BLOCKCHAIN RELATED RISKS
The regulatory regime governing the blockchain technologies, cryptocurrencies, tokens and token offerings such as xCUP is uncertain, and new regulations or policies may materially adversely affect the utility of the xCUP
Regulation of tokens (including the xCUP) and token offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the xCUP. Failure by ALCUM or certain users of the xCUP to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. Cryptocurrencies also face an uncertain regulatory landscape in many jurisdictions and may, in the near future, adopt laws, regulations or directives that affect the xCUP. Such laws, regulations or directives may conflict or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the xCUP and the adoption and utility of the xCUP. New or changing laws and regulations or interpretations of existing laws and regulations may materially and adversely impact the value of virtual currencies used to acquire xCUP and otherwise materially and adversely affect the structure or xCUP and the rights of the holders of xCUP.
The xCUP may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of xCUP. If the xCUP Protocol's security is compromised or if the xCUP is subjected to attacks that frustrate or thwart our users' ability to access their xCUP, users may cut back on or stop using the xCUP altogether, which could seriously curtail the utilization of the xCUP.
The xCUP structural foundation, the software application and other interfaces or applications built upon the xCUP are still in an early development stage and are unproven, and there can be no assurances that the xCUP and the creating, transfer or storage of the xCUP will be uninterrupted or fully secure, which may result in a complete loss of users' xCUP or an unwillingness of users to access, adopt, utilize and build upon the xCUP Protocol. Further, the xCUP may also be the target of malicious attacks seeking to identify and exploit weaknesses in the software, which may result in the loss or theft of xCUP. For example, if xCUP are subject to unknown and known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), this may materially and adversely affect the xCUP.
The further development and acceptance of blockchain networks, including the xCUP, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate
The growth of the blockchain industry in general, as well as the blockchain networks with which the xCUP will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:
Worldwide growth in the adoption and use of ETH or USDT, and other blockchain technologies;
• Government and quasi-government regulation of ETH or USDT, and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
• The maintenance and development of the open-source software protocol of the ETH or USDT net-works;
• Changes in consumer demographics and public tastes and preferences;
• The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing net-works;
• General economic conditions and the regulatory environment relating to cryptocurrencies;
• A decline in the popularity or acceptance of ETH or USDT or other blockchain-based tokens would adversely affect our results of operations;
• The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the xCUP; or
• Loss of private key and risks associated with the wallet.
xCUP can only be accessed by using a wallet with a combination of the investor's account information and/private key or password. The xCUP can be stolen if the private key or password gets lost or stolen. xCUP and any of its employees, bodies, or contractors are not responsible for the wallet to which xCUP are transferred to and they are not responsible for the access and security of a wallet, for any security breach, any loss resulting from a service wallet provider, including any termination of service by the wallet provider and/or bankruptcy of the wallet provider. Anyone investing in xCUP confirms that they understand the working of a wallet and the related risks.
Lack of consensus of miners and risks related to forking
The network of miners is ultimately in control of xCUP and that there is no warranty or assurance that the network of miners will allocate the xCUP to the Client as proposed by any terms. The network of miners could agree at any time to make changes to the xCUP and to run a new version of the smart contract. A group of people may take the software and modify it to accept a different set of tokens, or no tokens, which might devalue the xCUP.
No reliance or warranty
Clients may place no reliance on the information contained in these General Terms and Conditions and the accompanying verbal presentation or the completeness or accuracy of such information. No representation or warranty, express or implied, is given as to the accuracy or completeness of the information or opinions contained and the accompanying verbal presentation. All opinions and estimates contained in these General Terms and Conditions and the accompanying verbal presentation are subject to change without notice and are provided in good faith but without legal responsibility.
Prohibition of purchases in restricted jurisdictions
xCUPs cannot be held by persons that are not entitled to do so or are domiciled in jurisdictions in which xCUPs are illegal or prohibited.
Exclusion of liability and investment losses
The value of the xCUP can go down as well as go up. They are affected by market volatility, the underlying commodities, fluctuations in exchange rates, and other factors. There is a risk that Clients can lose the entire value in xCUP. ALCUM does not assume any liability for possible losses.
TOKENIZATION RELATED RISKS
No Regulatory Endorsement
These General Terms and Conditions related to xCUP described herein have not been reviewed, approved, or endorsed by any regulatory authority or government agency in any jurisdiction. The issuance and trading of xCUP are subject to applicable laws and regulations, which may vary and evolve over time without prior notice.
No representation or warranty is made that xCUP comply with the regulatory requirements of any jurisdiction. Clients cannot rely on any regulatory approval or oversight as a safeguard for xCUP. The responsibility for determining the legality and suitability of acquiring or holding xCUP lies solely with the Client.
Potential Clients should seek independent legal, regulatory, and financial advice before participating. ALCUM disclaims any liability for losses arising from changes in or non-compliance with regulatory frameworks.
Technology Risks
The technology underlying xCUP, including blockchain networks, smart contracts, and related software, is new and rapidly evolving. There is no guarantee that the technology is free from bugs, vulnerabilities, or flaws. Unforeseen technical issues, cyber-attacks, hacking, or unauthorized access could result in partial or total loss of tokens or disruption of services. Smart contracts governing the tokens may contain errors or design weaknesses that compromise functionality or security.
Clients acknowledge that blockchain transactions are typically irreversible and that errors or malicious attacks on the system could lead to permanent loss of assets without recourse. Additionally, network congestion, software bugs, or failure of infrastructure components may delay or impede trading, transfers, or access to tokens.
ALCUM does not guarantee uninterrupted or error-free operation of the technology platform and disclaims any liability for losses resulting from technological failures or security breaches. Clients are responsible for their own due diligence and acceptance of these risks before participating.
Wallet and Access Risks
Access to xCUP accounting records requires the use of compatible wallet software and secure management of access credentials. Loss of private keys, passwords, or access credentials may result in loss of access to accounting records. ALCUM does not control or manage Clients' wallets and is not responsible for wallet security, third-party wallet service providers, or losses arising from compromised access credentials.
Distributed Ledger Changes and Technical Updates
Distributed ledger networks may undergo technical updates, modifications, or structural changes, including forks or protocol upgrades. Such changes may affect the technical operation of accounting records. In the event of any such changes, the authoritative accounting records shall be those maintained within the Protocol as endorsed by ALCUM. Technical changes do not create or modify economic, proprietary, or governance rights.
No Reliance and No Guarantees
Information provided through the Protocol, including accounting records and dashboards, is provided for informational purposes only. The Protocol does not guarantee outcomes, performance, or availability and does not assume responsibility for any loss arising from participation in industrial or technical processes.
Market and Liquidity Risks
Holding xCUP involves significant market and liquidity risks. Secondary markets for xCUP may be limited in size and fragmented by regulatory, geographic, or platform-based restrictions, which can cause wide bid-ask spreads and low trading volumes. As a result, Clients may find it difficult or impossible to sell xCUP promptly or at prices reflecting the underlying asset's actual value.
Market prices for xCUP can be volatile and influenced by factors beyond ALCUM's control, including global economic conditions, commodity price fluctuations, and changes in market sentiment. Limited market-making activity and infrastructure for tokenized real-world assets can exacerbate price swings and reduce liquidity.
Furthermore, regulatory requirements such as KYC/AML procedures may slow down trading and restrict participation, further impacting market liquidity. Clients should be aware that illiquidity could lead to forced sales at unfavorable prices, potentially resulting in significant financial losses.
Legal and Regulatory Risks
The legal and regulatory framework governing xCUP is complex, rapidly evolving, and may differ significantly across jurisdictions. Tokenized assets may be subject to securities laws, anti-money laundering (AML), know-your-customer (KYC), tax, and Client protection regulations, each of which could change unpredictably or be interpreted differently by regulators.
There is a risk that xCUP or the underlying arrangement could be classified as a security or another regulated financial instrument, triggering registration or compliance obligations that may not have been anticipated. Non-compliance or changes in laws may lead to enforcement actions, penalties, suspension of token trading, or invalidation of certain rights associated with the tokens.
Legal recognition of xCUP-ownership, enforceability of rights, and custody arrangements depend heavily on applicable law and the effectiveness of off-chain contractual and custody frameworks. xCUP holders may have limited recourse in insolvency or dispute situations and might rely on legal structures such as special purpose vehicles or trusts rather than the blockchain ledger alone.
Clients should be aware that regulatory authorities could impose restrictions on token transfers, impose new licensing requirements on operators, or alter tax treatment, which could adversely affect liquidity, value, and ownership rights.
ALCUM disclaims liability for losses arising from changes in legal or regulatory environments or failure to comply with applicable laws. Prospective Clients must undertake their own legal due diligence and consider potential regulatory risks prior to acquisition.
Issuer Risks
These relate to the entity responsible for issuing xCUP and managing the underlying physical assets. ALCUM may face operational risks such as inaccurate or fraudulent reporting of asset holdings, failure to securely store or maintain the copper, or insolvency and mismanagement. If ALCUM fails to properly back xCUP with actual copper or breaches contractual obligations, Clients may face losses or have limited recourse. Regulatory non-compliance by ALCUM can also expose Clients to legal risks or asset freezes.
COPPER PROCESSING RELATED RISKS
Operational and Supply Chain Risk
Operations involved in scrap copper processing are subject to health and safety hazards including risks from heavy machinery, exposure to dust and hazardous fumes, and fire or explosion potential from handling and melting operations.
Equipment malfunction, mechanical failure, or inadequate maintenance may cause production interruptions, workplace injuries, or regulatory non-compliance, leading to potential fines and reputational damage.
Dependence on reliable and consistent scrap supply sources creates vulnerability to supply disruptions caused by supplier default, poor-quality materials, or contamination, which can impact production yields and product quality.
Variability in input material specifications or impurities may require additional processing steps or quality assurance checks, increasing operational costs and potentially causing delays in fulfilling customer contracts.
External events—such as transportation delays, changes in import/export policies, and disruptions from geopolitical or environmental incidents—can negatively affect the timely procurement and distribution of scrap copper throughout the supply chain.
The fragmented and global nature of the scrap copper supply chain exposes operations to logistical complexities and insecure sourcing, which may result in temporary shortages or excess inventory, impacting financial results and operational efficiency.
Price Volatility and Market Risks
Copper prices are highly volatile, subject to rapid shifts due to supply shocks, geopolitical factors, speculative trading, and changes in global demand.
Inconsistent pricing can significantly affect the profitability of scrap copper processing operations, potentially leading to substantial losses for Clients.
COPPER TRADING RELATED RISKS
Market and External Environment Risks
The industrial circulation of copper is influenced by broader market and external conditions, including shifts in global supply and demand, regulatory developments, and macroeconomic factors. Changes in these conditions may affect industrial planning, sourcing strategies, and operational coordination.
The Protocol does not control market conditions and does not provide assurances regarding stability or predictability of the industrial environment. Recorded accounting parameters reflect factual operational events and may change as a result of external influences.
Industrial Trading and Counterparty Risks
Industrial handling, transfer, and liquidation of copper involve interactions with independent commercial and industrial counterparties. Such interactions may be affected by counterparty performance, contractual compliance, logistical execution, and external disruptions.
Failures or delays by counterparties, transportation incidents, or inaccuracies in industrial planning may impact operational timelines and coordination. The Protocol does not assume responsibility for the performance of independent third parties beyond applicable legal and contractual obligations.
Operational Risk
Physical trading of copper involves handling, storage, and transportation, which can be disrupted by logistical failures, weather events, or natural disasters. Additionally, operational inaccuracies such as incorrect resource estimates or mine planning errors can lead to significant financial losses.
Legal and Regulatory Risk
Copper trading and mining operations must comply with varying jurisdictional regulations, including environmental, licensing, and reporting requirements. Changes in these laws or non-compliance can result in penalties, increased costs, or even the suspension of operations.
Liquidity Risk
Physical copper markets may face liquidity issues, especially during periods of market stress or fragmented pricing across regions, making it harder to execute trades efficiently or at fair market prices.
V. POSSESSION OF COPPER BY THIRD PARTIES RISKS
Storage and Handling Risks Disclaimer
Copper may be subject to loss, theft, damage, deterioration, contamination, or misidentification during handling operations. Such risks may arise from improper handling, equipment failure, human error, or acts or omissions of operators, contractors, or other third-party service providers.
Handling may be exposed to operational disruptions, including fire, flooding, structural failure, power outages, or security breaches, which could result in partial or total loss of the handled copper. In addition, discrepancies in quantity or weight may occur due to scale inaccuracies, handling losses, or administrative errors. There is no assurance that handled copper will remain fully segregated, identifiable, or free from competing claims at all times.
Although reasonable efforts may be made to select reputable storage facilities and to implement controls and inspections, such measures may not prevent all losses or damage. Any resulting loss, delay, or impairment in value may not be fully covered by insurance or otherwise recoverable.
Transport and Logistics Risks Disclaimer
The transportation of physical copper as part of industrial operations is subject to logistical and operational risks that may arise during loading, transit, unloading, or delivery. Such risks may include physical damage, misrouting, delays, loss, or other disruptions occurring during inland transportation, port handling, or maritime carriage.
Transport and logistics operations may be affected by external factors beyond the control of ALCUM or its industrial partners, including accidents, adverse weather conditions, congestion at ports or terminals, labor actions, equipment malfunction, regulatory or customs procedures, and geopolitical or environmental events. These factors may impact the timing, coordination, or continuity of industrial processes.
Responsibility for physical custody and risk during transportation is governed by applicable contractual arrangements, transport documentation, and governing law, and is performed by independent logistics and transportation service providers. Errors or inconsistencies in shipping documentation or operational instructions may result in reconciliation delays or operational discrepancies.
ALCUM coordinates the recording and reconciliation of transportation events for accounting and informational purposes. The Protocol does not assume responsibility for the physical execution of transport operations and does not guarantee the absence of transport-related disruptions or losses.
VI. USE OF PLATFORM RELATED RISKS
The Platform is provided as a technical and informational interface supporting the coordination and accounting functions of the Protocol. While ALCUM applies reasonable efforts to maintain the availability, accuracy, and operational integrity of the Platform, uninterrupted or error-free operation cannot be guaranteed.
The Platform may be subject to technical limitations, system failures, maintenance interruptions, cybersecurity incidents, or access restrictions that may temporarily affect availability or data presentation. Such events may impact the timing or visibility of accounting records or informational outputs.
All information, tools, dashboards, and content made available through the Platform are provided for informational and coordination purposes only. They do not constitute professional, financial, legal, or technical advice and should not be relied upon as a substitute for independent assessment.
Clients are responsible for evaluating the relevance and suitability of information accessed through the Platform within the context of industrial and operational processes. ALCUM does not guarantee the completeness, accuracy, or real-time nature of displayed information.
To the extent permitted by applicable law, ALCUM shall not be liable for disruptions, delays, or technical issues arising from the use of, or inability to use, the Platform, where such issues result from technical or external factors beyond reasonable control.
VII. NO INSURANCE COVERAGE
ALCUM does not provide insurance coverage with respect to participation in the Protocol, the use of the Platform, or the coordination of industrial processes. Any insurance arrangements related to physical copper, transportation, storage, or processing are governed by separate contractual relationships between industrial or service partners and their respective insurers.
The existence or scope of any such insurance coverage is outside the control of the Protocol and does not create any obligation or guarantee on the part of ALCUM.
Clients acknowledge that participation in industrial processes involves real-world risks that may not be fully insurable or recoverable and that the Protocol does not assume responsibility for insuring against such risks.
ANNEX III: WHITE PAPER
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