Token Redemption and Guarantee Agreement
CoinCard Operator: Teleden LLC (“CoinCard”). Participating Bank: ______________________________ (“Bank”). Effective Date: ________________. Together, the “Parties.”
The Bank agrees, subject to this Agreement and applicable law, to serve as the contractual redemption obligor for qualifying CoinCard field tokens assigned to it. “Field Token” means a transferable CoinCard cryptographic value instrument with a stated USD face value. “Bank Vault Token” means the Bank-controlled secure credential or record, implemented on a Java Card or equivalent approved security module, that authenticates and references the Bank’s corresponding redemption obligation. “Lawful Holder” means a person entitled to redeem a Field Token under applicable law and the CoinCard terms. “Outstanding Liability” means the aggregate face value of valid, unredeemed Field Tokens for which the Bank is the redemption obligor.
Prior to activation of a Field Token, the Bank shall confirm actual receipt of corresponding funding and creation of a legally enforceable redemption obligation in the amount of that token’s face value. Neither Party shall activate an unfunded token. CoinCard and the Bank shall maintain reconciled records of issued, transferred, locked, canceled, and redeemed obligations. The legal owner of the received funds, and any segregation or safeguarding requirements, shall be expressly specified in Schedule A.
The Bank shall provision and control its Bank Vault Token using approved hardware, keys, access controls, and recovery procedures. Each obligation must be linked to an unambiguous token identifier, face value, Bank identifier, signature/cryptographic commitment, current status, and auditable record of authorization. The card’s validation does not by itself prove lawful ownership or discharge the Bank’s payment obligation; the Bank must check entitlement and its authoritative issuance/redemption ledger.
For each valid, fully funded, outstanding Field Token assigned to the Bank, the Bank agrees to pay its stated USD face value to the Lawful Holder when presentation, authenticity, unredeemed status, entitlement, and legally required identity and sanctions checks have been satisfied. A legitimate transfer between authorized CoinCard holders shall not alone defeat redemption. Subject to applicable law, Lawful Holders are intended third-party beneficiaries of this Section and may enforce the Bank’s redemption obligation.
Ordinary, undisputed redemption requests shall be paid within ______ business days by the agreed payment method. Any legally permitted hold, investigation, denial, appeal, or remedy must be recorded and notified to the claimant. No redemption fee may reduce the promised face value unless expressly and lawfully disclosed in Schedule A.
A timed-out, interrupted or offline redemption must be safely retried or rolled back without either duplicate payment or loss of an unpaid holder claim. Token identifier reuse, if ever allowed, must occur only through a separately funded new issuance with a new unique issuance identifier.
The Bank shall maintain liquid resources and any legally mandated reserve or safeguarded assets adequate to honor all Outstanding Liabilities. The Parties shall identify in Schedule A whether funds are legally required to remain segregated, qualify as deposits, or may be used by the Bank. The Bank shall deliver periodic liability and funding attestations, support independent audits, and immediately disclose a material shortfall or inability to redeem.
Each Party shall establish documented key management, hardware enrollment, signer revocation, access logging, backup, disaster recovery, privacy protections, and incident response. Suspicious tokens may be temporarily locked for documented investigation under applicable law, but no Party may arbitrarily erase a valid unpaid liability. Compromised Bank Java Cards shall be revoked through controlled migration and reconciliation procedures.
A Bank failure to redeem, insolvency, or loss of regulatory authority shall trigger written notice and the contractual remedies in Schedule A, including any lawful transfer of liabilities to a fully funded successor, available claim procedures, and holder access to required disclosures. Termination shall not extinguish liabilities on outstanding tokens. No provision represents that token balances have FDIC insurance or government guarantees without specific legal confirmation.
CoinCard shall operate the approved issuance, transfer, cryptographic authentication, registry, and reconciliation infrastructure consistent with written security requirements. CoinCard may not advertise a Bank guarantee until that Bank has signed this Agreement and authorized the relevant token obligations. Neither Party may issue obligations on the other Party’s behalf outside expressly delegated authority.
The Parties shall allocate responsibilities for licensing, consumer disclosures, AML/KYC, OFAC screening, recordkeeping, complaint handling, privacy, escheatment, taxes, and applicable stablecoin or money-transmission rules in Schedule A. Governing law: ________________. Venue/dispute resolution: ________________. Notices: ________________. Amendments require signatures from authorized representatives, and may not retroactively remove rights of existing Lawful Holders contrary to law.