Token Terms and Custody Agreement
#A1. Acceptance. These Token Terms bind anyone who mints, buys, receives or holds a Token issued through the Nicest Registry Contract on Base (address on our Contracts page). They incorporate our Terms of Service. If you do not agree, do not acquire or hold a Token.
#A2. Definitions. "Asset" means the physical item described in a Token's Asset Record. "Asset Record" means the description, identifiers, certificate numbers, photographs, condition report and appraisal for an Asset, whose hash is stored on chain. "Holder" means the person who controls the wallet holding the Token, as shown on the blockchain. "Custodian" means [Company name] acting as interim custodian, or any successor appointed under A9. "Protocol Appraisal Value" or "PAV" means the value we publish for each Asset for fee purposes, set at 85% of its reference value as derived from sales, bids and asset-class price data under the methodology on our How it works page. "Approved Venue" means the Nicest Marketplace contract and any contract on the published allowlist.
#A3. One token, one asset. Each Token corresponds to exactly one Asset and each Asset to exactly one Token. We will not mint a second Token for an Asset, split an Asset across Tokens, or mint a Token without a matching Asset in custody.
#A4. Ownership. The Holder is the sole legal and beneficial owner of the Asset. We, the Custodian and our affiliates claim no ownership of, security interest in, or lien over any Asset, except the reclaim fee and right of sale under A12A.
#A5. Transfer of title. Title to an Asset passes automatically and only with transfer of its Token. Any dealing with an Asset that is not accompanied by transfer of its Token has no effect. The Token is not a security, share or interest in us, and carries no right to our profits.
#A6. Custody agreement by novation. When you acquire a Token, the previous Holder is released from the custody arrangement for that Asset and you take over their rights and obligations under it by novation. Your custody arrangement ends when you transfer the Token, which passes it to the next Holder, or when you take delivery of the Asset.
#A7. Custody standard. The Custodian holds each Asset as bailee for the Holder, segregated and identified by Asset Record, at [facility]. It applies [specified] storage conditions, keeps a condition report, and allows an independent audit at least [annually], with summary results published on our Custody page.
#A8. Insurance and loss. Each Asset is insured against loss, theft and damage for its latest appraised value, with the Holder as loss payee. If an Asset is lost or destroyed, its Token is burned and the insurance proceeds, net of any applicable excess, are paid to the Holder at the time of loss.
#A9. Insolvency protection. Assets are held on trust for Holders under the [Trust Deed] and do not form part of our estate or the Custodian's. If either of us becomes insolvent or stops operating, the trustee will appoint a successor custodian or arrange delivery of every Asset to its Holder. Holders' ownership is unaffected.
#A10. Authenticity. We warrant that each Asset was examined by [appraiser] before minting and judged authentic. If an Asset is later shown, on reasonable evidence, to be inauthentic, we will buy back the Token at the higher of its appraised value at minting and its last sale price, and burn it.
#A11. Taking delivery. A Holder may redeem a Token for delivery of the Asset by request through Nicest. Delivery requires identity and sanctions checks, payment of the redemption fee (currently 10% of the Asset's PAV at the time of the request), shipping, insurance in transit, and any import taxes or duties. While a request is open the Token cannot be traded. On completion the Token is burned and the custody arrangement ends. We may refuse delivery to a destination where export or import of the Asset is restricted, in which case we cancel the request and refund what you paid.
#A12. Fees. Holding a Token incurs no fee, except under A12A. A trading fee of 3% applies to each sale through an Approved Venue, calculated on the higher of the sale price and the Asset's PAV at the time of sale, and is deducted from the seller's proceeds by the Marketplace contract. Moving a Token between wallets outside a sale is possible only through the fee-paying transfer, which charges 3% of PAV. Minting and redemption fees are set in the Fee Schedule on our How it works page, which we may change with 30 days' notice; changes do not apply retrospectively.
#A12A. Dormant Tokens. The custody costs of each Asset are carried by us on the Holder's behalf and are recovered through trading fees. If a Token has no qualifying event for 5 years, a reclaim fee of 50% of the Asset's PAV becomes payable, deducted on its next sale, renewal, fee-paying transfer or redemption. If there is no qualifying event for 10 years, a further reclaim fee of 50% of PAV becomes payable, and we may sell the Asset to recover the reclaim fees and our costs of sale, after which the Token is burned. No reclaim fee accrues or is shown before each threshold is reached. A "qualifying event" is a sale through an Approved Venue, a fee-paying transfer, or a renewal payment equal to the trading fee calculated on the Asset's current PAV. Each qualifying event resets the period to zero. We will give notice to the Holder by email and in-app message at least 6 months and 3 months before each threshold. Any surplus sale proceeds will be held for the Holder [or paid under applicable unclaimed-property law].
#A13. Approved venues and contracts. The Token may only be transferred or used through smart contracts on the published allowlist. Attempts through other contracts will fail. Anyone may apply to add a contract; approval criteria are published and applied consistently.
#A14. Image licence. Images and metadata displayed with a Token are licensed to the Holder for personal display and for offering the Token for sale. Copyright in the underlying artwork stays with its rights holders; owning the physical Asset does not grant reproduction rights.
#A15. Unauthorised transfers. We cannot recover lost keys or reverse blockchain transactions. If a Token is taken without the Holder's authority, we will cooperate with lawful orders, and may delay delivery of that Asset while a credible claim is pending.
#A16. Death and incapacity. Personal representatives or attorneys may redeem or transfer an Asset on production of a grant of representation, power of attorney or court order, together with access to the wallet or an order directing us.
#A17. Contract changes. We may upgrade the Registry Contract only to fix security issues, comply with law, or add features, with 14 days' notice except in an emergency. No upgrade may change which Asset a Token represents or who owns it.
#A18. Misuse. If a Token is acquired or used in breach of these Terms, including sanctions violations or proven fraud, we may suspend services and delivery for that Token. We will not take ownership of the Asset.
#A19. Liability. Our liability is limited to [the Asset's appraised value], except for fraud, gross negligence, or loss of an Asset in custody, which the insurance and A9 cover.
#A20. Law and disputes. These Terms are governed by the laws of England and Wales. Disputes are resolved by [the courts of England / arbitration under the LCIA Rules, seated in London].