AGLD ACCOUNT AGREEMENT AND TERMS OF SERVICE
This AGLD Account Agreement (the “AGLD Agreement”) is made by and between you and AnthemGold, Inc., a Texas corporation, or an affiliate of AnthemGold, Inc. (collectively, “AntemGold”) as of the date you first purchase the gold-backed cryptocurrency issued by AnthemGold and known as “AGLD.”
By purchasing AGLD, you expressly acknowledge and agree to the terms and conditions set forth in this AGLD Agreement. AnthemGold reserves the right, in its sole discretion, to change, modify, add to, remove, or otherwise alter this AGLD Agreement at any time. Notification of changes or modifications will be provided to you electronically at the e-mail address you provide when you become an account holder. You should check such e-mail address periodically for changes. Using your account or AnthemGold’s services subsequent to any change or modification shall serve as your acknowledgement and acceptance of the altered term(s). You expressly agree that notification given in this manner is sufficient for all purposes and you expressly waive your right to challenge the AGLD Agreement based on subsequent modification or deficient notice of the same. If you do not agree to this AGLD Agreement, you should not use AnthemGold’s services and, if applicable, you should not purchase or hold AGLD.
This AGLD Agreement applies to any user account or services provided by the AnthemGold web site and any other web site that AnthemGold or any of its affiliates may own or operate currently or in the future (collectively, the “Website”).
Section 2. Signing Up. A person must create a ERC-20 compatible cryptocurrency wallet prior to purchasing any AGLD and must also complete the information required by AnthemGold for Know Your Customer/Anti-Money Laundering compliance, among other things. A user wallet is created when a person (a “User”) registers a compliant wallet via the Website and the person is approved to purchase AGLD by AnthemGold (“User Account”). The information you provide to create a User Account must be complete and accurate. All of the services AnthemGold provides in creating a User Account and issuing AGLD are hereinafter referred to as the “Services.”
AnthemGold reserves the right, in its sole and unfettered discretion, to deny, reject or remove any user name that may be viewed as offensive, is protected by trademark, impersonates someone else or for any other reason whatsoever, or for no reason whatsoever.
It is your responsibility to ensure that your user name and password (together “Login Credentials”) remain confidential and secure at all times. You are responsible for any and all transactions made on your User Account and any charges or fees incurred on your account.
Notices regarding your User Account will be sent to you at the e-mail address you provide during registration and will not be sent by regular mail. This will be the sole and exclusive means of notification to you. The personal information provided for your User Account must be updated promptly upon any change in the information. You expressly waive any claims against AnthemGold for failure to notify you of changes to your account or of any other material developments concerning your account due to an incorrect or outdated e-mail address in AnthemGold’s records. In the event AnthemGold mails a paper document to you at any time, such mailing shall not constitute a waiver of your agreement to receive notices exclusively by electronic mail.
Section 3. Code of Conduct. While using the Website and/or any of the Services, you agree to abide by the following code of conduct:
- You shall not collect or attempt to collect personal information or data on any other user of the Services.
- You shall not permit any third parties to use the Services via your User Account.
- You shall abide by all applicable rules, laws, and regulations as they apply to your use of the Website and/or Services.
- You shall not interfere with, access, or in any other way tamper with a User Account owned by another person.
Section 4. Limitations on Use. Access to a User Account and AnthemGold’s Services is limited to registered users and is not transferable to any third party. Only one individual may access a User Account at a given time using the Login Credentials for that User Account.
Subject to the terms and conditions stated herein, you are granted a non-exclusive, personal license to use the Website and Services. AnthemGold reserves all rights and shall at all times remain the sole owner of any and all licenses to and in the Website, the Services, software associated with or used in or by the Website, and all content of the Website. AnthemGold has the sole and unfettered right to alter the terms or use of your non-exclusive license at any time, and to terminate your license with or without cause. In addition to all other restrictions articulated herein, your non-exclusive limited license does not grant you the right to publish or otherwise post written, video, audio, visual or any other category of content on the Website. Publication of content contributed by users shall be at and remain in AnthemGold’s sole and absolute discretion.
Section 5. Security. It is your responsibility to maintain adequate security on your computer to protect the Login Credentials of your User Account and your cryptocurrency wallet(s) in which you store your AGLD. This includes, but is not limited to, using a quality anti-virus program, maintaining security updates on all software programs, and avoiding sites that present security risks to your computer.
You agree that implementing and installing appropriate security programs and software to protect your account, personal information, and the contents of the Website is solely your responsibility and you shall be solely responsible for covering the costs for any losses that may occur as a result of your failure to do so.
Section 6. Purchases. A purchase order is “locked-in” after the user agrees to the terms of the order and the order is submitted for processing by clicking on the “submit” button in your User Account. Orders may be paid for by direct withdrawal (ACH), funds on account sent via bank wire, BTC or ETH. Purchase orders will generally be filled within 5 business days after being submitted by clicking the “submit” button. AnthemGold makes no guarantee that orders submitted to it will be filled. If an order cannot be filled, a complete refund will be made to you.
Section 7. Storage. By creating your User Account, you expressly authorize AnthemGold to arrange for and to cause to be stored, insured, and transported your Metals on your behalf as may be required. You assume all risks associated with the fluctuation in the value of the Metal holdings backing your AGLD.
The specific quantity of Metals owned by you through your ownership of AGLD will be indicated in your User Account and a corresponding quantity of Metals will be physically vaulted by AnthemGold for you under an arrangement with AnthemGold’s vaulting partner. AnthemGold causes the Metals owned by its Users to be stored in increments of fully-verified .9999 content 1-kg (2.2 lbs) gold bars. Each User owns a fractional undivided interest in the aggregate Metals stored in the vault on behalf of AnthemGold in accordance with the purchases made by each of them, excluding any Metals separately owned by AnthemGold or any of its affiliates, with 1 gram (or 0.1% of a 1-kg bar) being attributed to each AGLD owned by a User. In other words, the Metals owned by one user are not uniquely identifiable as specific pieces of Metals but is a fractional part of the Metals stored on behalf of AnthemGold, except that the owner of at least 1,000 AGLD tokens may request that a specific bar be tagged to each such increment of 1,000 AGLD tokens.
The Metals in storage for the Users are at all times owned by the Users and not by AnthemGold or any of its affiliates.
AnthemGold holds no claim to the Metals stored in its vault except for (1) the portion, if any, that is directly owned by AnthemGold or its affiliates and not by Users and (2), with respect to Metals stored for a User, only to the extent of a lien to secure payment of fees for Services that are owed to AnthemGold or its vaulting partner. By having your Metals stored with AnthemGold, you hereby grant AnthemGold and its affiliates a security interest in your Metals to recover any fees, charges, or other amounts that become due to AnthemGold or its affiliates from you as a result of fees for Services. If you should place any lien, pledge, obligation or encumbrance of any kind on the Metals you own through your User Account, you agree that such lien, pledge, obligation or encumbrance will be subordinate to the lien of our security interest as described in the preceding sentence. You agree to take any and all steps necessary to effect this lien priority.
AnthemGold causes insurance to be maintained against losses from theft or caused by fire, lightning, cyclone, tornado, windstorm, earthquake, flood, or explosion on all Metals stored, in an amount equal to at least 100% of its value.
For each 1,000 AGLD tokens you own, you may take physical possession of the Metals you own by logging into your User Account and submitting a request for the same to AnthemGold. Upon contacting you and verifying your request, AnthemGold will deliver physical possession of the Metals to you either personally at the verified address listed for your User Account, at the bar storage location itself, or to an account in your name at a U.S.-based professional precious Metals storage facility less any and all fees or charges due to AnthemGold and any fees or charges associated with the delivery of your Metals, including, but not limited to, delivery fees charged by AnthemGold, its affiliates and/or any third-party delivery companies. All Metals delivered will meet the AnthemGold integrity standard established by its blockchain supply chain protocol.
We will not purchase or vault any Metals that are or have been removed from AnthemGold’s integrity standard. All metal stored by AnthemGold is stored as metal bars from qualified manufacturers that have a recorded chain of integrity.
Section 8. Fees. You authorize AnthemGold to assess fees to your User Account based on usage of the following services:
- Storage Fees: A Storage Fee will be charged for the secured holding and insurance of the Metals and an administrative fee charged by AnthemGold or its affiliates for procuring these services on your behalf.
- Bank Wire Fees: A Bank Wire Fee will be charged for wiring funds from your User Account which fees are described more particularly on the “Fees” page of the Website.
- Other Fees: AnthemGold reserves the right to charge other fees to your account for specific services which fees and services are described more particularly on the “Fees” page of the Website. The schedule of fees on the “Fees” page of the Website is incorporated herein by reference and made a part of this AGLD Agreement.
Storage Fees will not be changed without first giving you 30 days notice. All other fees are subject to change effective immediately upon any change being posted to the “Fees” page of the Website. Bank Wire Fees are disclosed and require your consent at the time of processing such transactions via your User Account. Confirming the order or funds transfer through your User Account will constitute acceptance of these fees at the time of completing the transaction.
Section 9. Acknowledgment of Risk. By using the Services or the Website, you are expressly acknowledging and accepting that owning Metals comes with inherent risks. AnthemGold strongly recommends that you consult with a financial advisor before buying any Metals. You also expressly understand and agree that past performance is not indicative of future performance. AnthemGold makes no guarantees, projections, or recommendations with respect to future market prices. Precious metals are not FDIC insured and may lose value.
Section 10. Termination. AnthemGold reserves the right to terminate your User Account at its sole discretion for any reason whatsoever, or no reason at all. If AnthemGold terminates your User Account, you will have 30 days (or any time period otherwise prescribed by law) to either take delivery of your Metals, as provided herein, or sell your Metals and close your account. The cost of delivery of possession to you would be charged to you or against your User Account. If you fail to do either of the foregoing within 90 days of the notice of termination, AnthemGold reserves the right to liquidate your User Account and return the proceeds to you, less applicable fees. All checks issued pursuant to this section shall be mailed to the physical address provided by you at the time you set up your User Account, or at the time you provided any updates or changes thereto.
Section 11. Abandonment. If your account is inactive for a period exceeding 7 years (or any shorter time period otherwise prescribed by law) your User Account will be deemed abandoned. An account is “inactive” if, during the applicable time period, the user does not: 1) log into their User Account; or 2) communicate with AnthemGold in writing by e-mail or regular mail regarding the User Account. AnthemGold will make reasonable efforts to contact the User of an inactive account at the e-mail and mail address provided by them, and any other efforts required by law, before treating their account as abandoned. AnthemGold will handle any accounts deemed abandoned due to inactivity in accordance with applicable laws governing abandoned property and, where no such laws apply, AnthemGold reserves the right to liquidate or maintain the account, at its sole discretion, and charge a monthly administrative fee of 2% of the total value of the account as of the date the account was deemed abandoned, where permitted by law.
Section 12. Right of Set Off and Application of Assets. AnthemGold reserves the right, at its sole discretion and without prior notice, to set off any fees that may be owed by you to AnthemGold or any damages AnthemGold may sustain as a result of your breach of this AGLD Agreement, against any funds held in your User Account. This right of set off shall apply to each account as against all other accounts owned by the same user. In other words and by way of example, fees owed on one account may be set off from the funds of another account owned by the same person.
In addition, as provided under “Storage” above, you have granted to AnthemGold and its affiliates a security interest in the Metals stored with AnthemGold, to secure payment of fees, charges and other amounts. Accordingly, AnthemGold and its affiliates have all rights of a secured creditor to sell the Metals in your account to the extent needed to cover accrued and unpaid fees, charges and other amounts.
Any exercise of AnthemGold’s rights pursuant to the foregoing paragraphs shall not in any way preclude AnthemGold from pursuing any and all other legal, equitable, or other remedies against you.
Section 13. Limitation of Liability. AnthemGold maintains insurance against losses from theft or caused by fire, lightning, cyclone, tornado, windstorm, earthquake, flood, or explosion on all Metals stored, in an amount equal to at least 100% of its value. AnthemGold agrees to assume the liability for the loss, damage or destruction of any Metals it stores on any one day up to the aggregate amount, for all Users, of $[40,000,000]. AnthemGold’s liability, to this limit, shall commence when the Metals are received into the possession of the facility maintained or caused to be maintained by AnthemGold, and shall continue until the Metals have been delivered to a carrier or to the U.S. Postal Service for delivery to or at the direction of the applicable User.
Notwithstanding the foregoing, in no case shall AnthemGold be liable for loss, damage or destruction of Metals or for non-performance or delays of service, damage, liability, or expense directly or indirectly caused by or contributed to by or arising from: (i) any chemical, biological, or electromagnetic weapon; (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter, or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter. The exclusion in this sub-clause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes.
AnthemGold shall not be liable for loss, damage or destruction of Precious Metals or for non-performance or delays of service, liability, cost or expense directly or indirectly caused by, resulting from or in connection with any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. Subject to the terms of this AGLD Agreement, in the event of loss, damage or destruction of any Metals, as determined and proved pursuant to the reasonable procedures of AnthemGold and its agents, AnthemGold will pay User the market value of the Metals lost, damaged or destroyed as determined by the London Bullion Market Association for the respective Metal on the Business Day following the date of the loss. Upon payment to you of a claim by or on behalf of AnthemGold, you hereby agree to and do hereby assign to AnthemGold all of your right, title and interest in the Metals rights of recovery against third parties that are the subject of a claim and to execute any documents necessary to perfect such assignment upon request by AnthemGold, its agent or insurers.
Neither AnthemGold nor its affiliates shall be liable under any circumstances whatsoever for special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not caused by the fault or neglect of AnthemGold or its affiliates and whether or not AnthemGold or its affiliates had knowledge that such losses or damages might be incurred.
AnthemGold shall not be liable for non-performance or delays of service caused by strikes, lockouts or other labor disturbances, riots, authority of law, acts of God or means beyond the control of AnthemGold, its affiliates, its third-party nonbank vault operator or the third-party nonbank vaulting facility; provided, however, subject to the conditions, limitations and exclusions set forth in this AGLD Agreement, AnthemGold shall be liable for the loss, damage or destruction of any Metals received into its possession or the possession of its third-party nonbank vault operator pursuant to AnthemGold’s arrangement with its third-party nonbank vault operator, at any time not to exceed the maximum amount stated above in this AGLD Agreement.
Section 14. Governing Law and Choice of Forum. This AGLD Agreement shall be governed by and construed in accordance with the laws of the State of Texas. You agree that any action at law or in equity arising out of or relating to your use of the Website or this AGLD Agreement shall be filed only in the state or federal courts located in Montgomery County, Texas and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
Section 15. Resolution of Disputes. Prior to the initiation of any legal action arising from this AGLD Agreement or your use of the Website, you agree to mediate the dispute as provided below. The mediation shall be held in Montgomery County, Texas.
The mediator shall be selected by you from a list of three qualified mediators provided by AnthemGold, from which you shall be entitled to select one. At least 5 days prior to the commencement of the mediation, you agree to deposit the sum of $5,000.00 to be held in escrow by the mediator until the mediation is complete. Upon completion of the mediation, regardless of the result, the mediator shall return to you the $5,000.00 deposit, minus one half of the expenses charged by the mediator for the mediation. In the event the mediation does not result in an amicable resolution of your claims, then you are free to file suit in a court as provided herein.
The prevailing party in any such action shall be entitled to receive its, his, or her reasonable attorneys’ fees and costs from the non-prevailing party. The conditions set forth herein shall be mandatory and shall act as a pre-requisite to filing any lawsuit or other legal action. If the conditions precedent are not met prior to your filing a lawsuit, then you consent and stipulate to a dismissal of your action and agree not to re-file until such time as all conditions precedent have been satisfied. Nothing in this paragraph shall serve as an express or implied waiver of the applicable statute of limitations and shall not be used by you as a defense to an untimely assertion of your claims.
AnthemGold will not be liable for any failure to perform any obligation under this AGLD Agreement as the result of an event beyond its control, including, but not limited to, any act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood, or any other natural or man-made eventuality outside its control.
The failure of you or AnthemGold to insist on strict performance or to exercise any right or remedy hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this AGLD Agreement. No waiver shall be effective unless it is expressly stated in writing, signed by the waiving party.
If one or more provisions of this AGLD Agreement are held to be unenforceable under applicable law, such provision shall be excluded and the balance of this AGLD Agreement shall be interpreted as if such provision were so excluded and shall be otherwise enforceable in accordance with its terms.