Seller Terms & Conditions
AMOS MEDIA COMPANY SELLER ACCOUNT AGREEMENT
This Agreement (including all terms, schedules, supplements and exhibits attached hereto, the “Agreement”) is between Amos Media Company, an Ohio S-corporation (“Amos Media”) and the entity that has executed this Agreement (“Seller” or “you” or “your”). The Agreement sets forth the terms and conditions that will govern and control the transaction of business between Amos Media and you, including the provision by Amos Media of certain services (the “Services”) to you and your participation in the Amos Media Company’s Coin World Marketplace, all as described more fully herein.
By “clicking” acceptance or the Signature Page(s), you agree to the terms and conditions of this Agreement.
Subject to Amos Media’s completion of its review and verification of you and its approval and acceptance of you as its seller, and as more fully contemplated herein, Amos Media will (i) open one or more account in your name (any such account an “Account”) that you may use to sell or purchase, sell or hold such physical precious metals or coins as Amos Media shall then allow and, subject to your direction and (ii) arrange for the custody of any physical precious metals or coins that you may sell or purchase or hold through your Account and the custody of any funds associated with your Account, in each case for your benefit but under the control and direction of Amos Media. Amos Media may also provide such other services to you as are contemplated herein.
You agree that in accepting any Services from Amos Media or otherwise conducting business with Amos Media you will comply with the terms and conditions of this Agreement and with any policies and procedures as to which Amos Media provides you with notice from time-to-time.
AMOS MEDIA COMPANY’S COIN WORLD MARKETPLACE
Amos Media currently allows Sellers to participate in the Amos Media Company’s Coin World Marketplace (the “Program”). The Program allows Sellers to sell or purchase physical precious metals or coins in the form of specified units of bullion bars and/or coins and provides for the transportation and storage of such sell or purchases on a fully allocated, insured, and physically segregated basis.
Amos Media reserves the right to alter the terms of the Program from time-to-time by providing notice to you of any such changes.
SELLER’S REPRESENTATIONS AND WARRANTIES
By this Agreement, you represent and warrant that the information you have provided to Amos Media is accurate and complete in all respects and that all information that you hereinafter provide to Amos Media will be accurate and complete in all respects. You also represent and warrant that:
(a) Seller is duly organized and validly existing under the laws of its jurisdiction of organization.
(b) Seller’s jurisdiction of organization, type of organization, place of business (if it has only one place of business) or chief executive office (if it has more than one place of business) and employer identification number or other organizational identification number are, as applicable in each case, as the same have been provided to Amos Media in writing.
(c) Seller has been, is, and will be, in compliance with Applicable Law (as hereinafter defined), all orders and awards binding on Seller or its property, Seller’s internal documents and policies (including organizational documents), and all material contracts (including this Agreement) or other instruments binding on or affecting Seller or any of its property. Further, Seller maintains adequate controls to be reasonably assured of such compliance.
(d) Seller has full power and is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
Seller has full power to enter into and engage in all transactions that are subject to this Agreement. Further, this Agreement has been duly executed and delivered by Seller, and constitutes a valid, binding and enforceable agreement of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and general principles of equity.
(e) No consent of any person and no authorization or other action by, and no notice to, or filing with, any governmental authority or any other person is required that has not already been obtained (i) for the due execution, delivery and performance by Seller of this Agreement; or (ii) for the exercise by Amos Media of the rights or remedies provided for in this Agreement.
(f) The assets used to consummate the transactions provided hereunder shall not constitute the assets of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), that is subject to Section 4975 of the Internal Revenue Code, and (iii) a person or entity the underlying assets of which are deemed to include “plan assets” subject to Title I of ERISA or Section 4975 of the Internal Revenue Code by reason of Section 3(42) of ERISA , U.S. Department of Labor Regulation 29 CFR Section 2510.3-101 or otherwise, or (iv) a “governmental plan” (as defined in ERISA or the Internal Revenue Code) or another type of plan (or an entity whose assets are considered to include the assets of any such governmental or other plan) that is subject to any law, rule or restriction that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code (a “Similar Law”). Seller agrees that it will provide prompt written notice to Amos Media Seller is aware that Seller is in breach of this representation and warranty or is aware that with the passing of time, giving of notice or expiry of any applicable grace period Seller will be in breach of this representation and warranty. If Seller provides such notice or if Amos Media is aware that Seller is in breach or will be in breach of the foregoing representation, upon Amos Media’s written request, Seller will terminate any or all transactions under this Agreement.
(g) Seller’s financial statements or similar documents previously or hereafter provided to Amos Media (i) do or will fairly present the financial condition of Seller as of the date of such financial statements and the results of its operations for the period for which such financial statements are applicable, (ii) have been prepared in accordance with generally accepted accounting principles consistently applied and, (iii) if audited, have been certified without reservation by a firm of independent public accountants. Seller will promptly furnish to Amos Media any information (including financial information) about Seller upon Amos Media’s reasonable request.
(h) No one has, or will have, any interest, direct or indirect, in the Account(s) unless such interest is shown in the title of the Account.
(i) Seller is not using, and will not use, the Account to transact on behalf of third parties.
(j) Seller is not insolvent and Seller will not take any actions through your Account for the purpose or intent of hindering, delaying or defrauding any of your creditors.
(k) Any actions taken through your Account will be in full compliance with all applicable federal and state laws, including but not limited to, the Patriot Act and federal Anti-Money Laundering Laws, and you will not use funds or property derived from unlawful or illegal activity.
(l) Seller is and will remain the lawful owner of all property delivered to Amos Media on your behalf, no one has any claim to such property and such property is free and clear of all liens, claims, encumbrances and transfer restrictions, except such as are created under this Agreement.
Seller will immediately notify Amos Media in writing if any of these representations shall cease to be true and complete.
You appoint Amos Media as your agent carrying out your instructions, including those relating to the sell or purchase or sale of physical precious metals or coins. You assume all risk with respect to such transactions. All transactions will be executed only on your order or the order of your authorized representative(s), except as provided by this Agreement or otherwise agreed to.
As your agent, Amos Media is authorized to establish relationships with custodians and to appoint and use sub-agents. You authorize Amos Media and its sub-agents to, among other things, open or close custody accounts; maintain seller records; place and withdraw orders, and take other reasonable steps in Amos Media’s duties and the Services. Amos Media may, in its sole discretion and without prior notice to you, refuse or restrict your orders to sell or purchase or sell physical precious metals or coins.
Subject to your direction, Amos Media may arrange for any physical precious metals or coins sell or purchased through or held or reflected in your Account to be held through one or more custodians (the “Custodians”) who will custody such assets pursuant to an agreement with Amos Media. Physical precious metals or coins held by a Custodian pursuant to an agreement with Amos Media will continue to be reflected in your Account with Amos Media. Accordingly, your Amos Media Account will reflect all open, that is, unsettled position, and all settled positions held through a Custodian notwithstanding that the underlying assets will not be held by Amos Media. When Amos Media opens a custody account with a Custodian, Amos Media will not be acting as the Custodian’s agent, and you will in no way hold Amos Media, any person that directly or indirectly through one or more intermediaries’ controls, is controlled by, or is under common control with Amos Media (an “Affiliate”), or any officer, director, or agent of Amos Media or any Affiliate liable for any trading losses or other losses you incur because of the Custodian’s actions. Until Amos Media receives a written notice from you to the contrary, any Custodian may accept from Amos Media any instructions concerning your Account, without inquiry or investigation.
Amos Media will arrange for any funds associated with your Account to be held through one or more banks (the “Banks”) who will custody such assets pursuant to an agreement with Amos Media. Funds held by a Bank pursuant to an agreement with Amos Media will continue to be reflected in your Account with Amos Media. Accordingly, your Amos Media Account will reflect all funds associated with your Account notwithstanding that such funds are not held by Amos Media. When Amos Media opens an account with a Bank, Amos Media will not be acting as the Bank’s agent, and you will in no way hold Amos Media, any Affiliate of Amos Media or any officer, director, or agent of Amos Media or any Affiliate liable for any losses you incur because of the Bank’s actions. Until Amos Media receives a written notice from you to the contrary, any Bank may accept from Amos Media any instructions concerning your Account, without inquiry or investigation.
This Agreement and all transactions in the Accounts will be subject to all applicable laws, rules, regulations, codes and ordinances, whether federal, state, local, foreign or domestic, and whatsoever called, including, but not limited to, applicable anti-money laundering legal and regulatory rules and reporting and recordkeeping requirements, the Internal Revenue Code, and the constitution, rules, by-laws, regulation and customs of any market, exchange or clearing house where transaction are effected or of which Amos Media is a member (“Applicable Law”).
USA PATRIOT ACT DISCLOSURE; ANTI-MONEY LAUNDERING
USA Patriot Act Disclosure
Amos Media is required by federal law to obtain, verify and record information that identifies each seller who opens an Account. In connection with the account opening process, Amos Media will ask for information that will allow Amos Media to form a reasonable belief as to your identity.
You understand and acknowledge that Amos Media is, or may in the future become, subject to money laundering statues, regulations and conventions of the United States and other jurisdictions, and you agree to execute instruments, provide information, or perform any other acts as may be requested by Amos Media for complying with Applicable Law including, but not limited to, Applicable Law related to money laundering. You understand, acknowledge and agree that to the extent permitted by Applicable Law, Amos Media may provide information, including confidential information, to the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, or any other agency or instrumentality of the U.S. or any foreign government.
RECORDING & MONITORING COMMUNICATIONS; STATEMENTS & CONFIRMATIONS
Recording & Monitoring Communications
You consent to Amos Media recording your telephone calls and monitoring your electronic communications without further notice.
Account Statements and Confirmations
Amos Media will provide you with an Account statement quarterly or monthly in the months in which activity occurs in your Account. You may elect to receive the monthly/quarterly statements for all your Accounts with a common mailing address together in a single mailing. Amos Media will endeavor to provide you with a same day execution reports/confirmation of any transaction executed through Amos Media.
It is your responsibility to review all statements and execution reports/confirmations delivered to you. Statements shall be considered accurate unless you notify Amos Media in writing of any inaccuracy no later than ten (10) calendar days after receipt thereof. Confirmations shall be considered accurate unless you notify Amos Media in writing of any inaccuracy no later than the opening of business on the next Business Day (the term “Business Day” means any day, other than a Saturday or Sunday, on which Amos Media is open for business for effecting transactions on behalf of Sellers) following issuance of the execution report/confirmation.
All inquiries and notices of inaccuracies concerning your Account and its activities should be directed in writing to the address listed on your statement or execution report/confirmation. Failure to notify Amos Media shall prevent you from later asserting that such transactions were unauthorized or inaccurate.
No Investment Advice; Not a Fiduciary
You understand and acknowledge that neither Amos Media nor any person associated with Amos Media (i) provides any investment recommendations relating to your Account, or (ii) gives advice or offers any opinion with respect to the suitability, profitability or appropriateness for you of any product or investment strategy. You understand and acknowledge that you are responsible for determining whether a transaction or strategy is suitable for you and represent that you are capable (on your own behalf or through independent professional advice) of assessing the merits and understanding and accepting the terms and conditions set forth in this Agreement and any transactions you may undertake.
You understand and acknowledge that neither Amos Media nor any person associated with Amos Media is (i) acting as a fiduciary for or an adviser to you; (ii) advising you, performing any analysis, or making any judgment on any matters pertaining to the suitability of any transaction; or (iii) offering any opinion, judgment or other types of information pertaining to the nature, value, potential or suitability of any investment or transaction. You further acknowledge that neither Amos Media nor any person associated with Amos Media does not guarantee or warrant the accuracy, reliability or timelines of any information that may from time to time be provided or made available to you.
No Tax or Legal Advice
You understand and acknowledge that neither Amos Media nor any person associated with Amos Media provides tax or legal advice regarding any Account. You should consult with your personal tax advisor before making tax-related investment decisions.
You understand and acknowledged that you are responsible for any and all taxes that may be assessed to you as a result of activity entered into under this Agreement, including without limitation, sales taxes and all federal, state, and local taxes. Except as otherwise expressly stated herein: (i) Amos Media has no obligation or responsibility to you with respect to the accounting or reporting of income or other taxes with respect to each transaction hereunder; and (ii) you shall alone be responsible for the payment of all taxes and related penalties, interests and costs arising from or relating to any transactions. Seller represents and warrants, on and as of the date hereof and each date any transaction remains outstanding, that Seller has in place policies and procedures necessary to ensure proper accounting and reporting of all taxation of the Seller and/or Accounts in connection
with the transactions. Except as required by Applicable Law, each payment by Seller under this Agreement shall be made without withholding or deducting any taxes. If any taxes are required to be withheld or deducted, Seller shall pay such additional amounts as necessary to ensure that the actual net amount received by Amos Media is equal to the amount that Amos Media would have received had no such withholding or deduction been required. Seller will provide Amos Media with any forms or documentation reasonably requested by Amos Media to reduce or eliminate withholding tax on payments made to Seller with respect to this Agreement. Amos Media is hereby authorized to withhold taxes from any payment made hereunder and remit such taxes to the relevant taxing authorities to the extent required by Applicable Law.
Transactions and Funds Not FDIC Insured or Guaranteed
You understand and acknowledge that neither Amos Media nor any person associated with Amos Media is a bank. You further understand and acknowledge that transactions hereunder and funds held or reflected in the Accounts (i) are not insured by the Federal Deposit Insurance Corporation or any government agency; (ii) are not deposits of, or guaranteed by, a bank or any third party; and (iii) involve market and investment risk, including possible loss of the principal amount invested.
You acknowledge receipt of the disclosures set forth at [Attachment A] hereto.
Amos Media’s Obligation to You
Seller’s Obligation to Amos Media
You represent and warrant that you will keep confidential any information you may acquire because of this Agreement regarding the business and affairs of Amos Media.
SELL OR PURCHASES AND SALES OF PHYSICAL PRECIOUS METALS OR COINS
Access to Your Account
You may be able to access Amos Media and your Account in various ways, including, but not limited to, telephoning Amos Media or online services. In the event you experience any problems in reaching Amos Media through any particular method, it is your responsibility to use alternate methods to communicate with Amos Media. Amos Media makes no guarantee that access to your Account or to Amos Media will be available at any time.
Selling Physical precious metals or coins to Amos Media
In connection with any sale by Seller of physical precious metals or coins directly to Amos Media, Seller hereby warrants that all merchandise sent to Amos Media as part of any sale are owned by Seller, were obtained by lawful and rightful means, and are free of all liens, claims, security interests, and encumbrances. Seller further warrants that Seller has the legal title and authority to sell and full right, interest, and marketable title in and to all merchandise sold to Amos Media.
Seller understands and agrees that any merchandise sold to Amos Media must be shipped in accordance with Amos Media’s instructions within two (2) Business Days of the trade date and that, upon receipt the merchandise will be subject to inspection to determine quantity and quality. Amos Media will promptly notify Seller of any discrepancies between the terms of any sell or purchase by it and the merchandise received, and Seller agrees that the results of all inspections are conclusively deemed to be correct and are final. Seller agrees that it will rectify all differences and discrepancies in quantity and/or quality within two (2) Business Days following notification thereof. Seller may also resell or purchase the entire Order (hereinafter called “Offset”); however, in that event, Seller will be liable for all of Amos Media’s usual fees and losses associated with the Offset.
Amos Media will issue a credit to the Seller’s Account on the next Business Day after Seller’s item(s) are received in full and any discrepancies have been rectified. If the Seller requests that the proceeds of such sale be returned to Seller rather than credited to Seller’s Account, Amos Media will make payment by check sent via U.S. Mail. If Seller requests that the proceeds be returned on an expedited basis, Amos Media will provide payment to Seller by a bank wire or overnight check in an amount equal to the proceeds minus any fees associated with the processing of Seller’s expedite request.
Buying and Selling Physical precious metals or coins through Amos Media
While Amos Media may make quotes available to Sellers, Amos Media cannot guarantee the availability of such quotes and offers no guarantee that any quote is accurate or firm or that it will be available at the time an execution is affected on behalf of Seller. Prices of physical precious metals or coins are based on the current market conditions at the time of execution and physical precious metal prices fluctuate and change in “real time” with the speed of the market and may change significantly over short periods of time.
Orders and Instructions; Legally Binding Contracts
Costumer may communicate (i) orders to sell or purchase or sell physical precious metals or coins (an “Order”) and (ii) instructions concerning any Order, to Amos Media in such manner and through such means as Amos Media may make available from time-to-time. To the extent Amos Media’s then policies so allow, this may include telephonic or other verbal communication with a representative of Amos Media (a “Representative”) or communications entered through Amos Media’s digital trading platform available at www.coinworld.market, or such other means as Amos Media may from time to time provide.
Unless Amos Media specifically agrees in writing to the contrary, all Orders shall be market orders that will be executed at the market price at the time of execution, plus Amos Media’s final value fee, rather than the time the Order is placed or at any quoted price.
Seller acknowledges and understands that the Seller is not guaranteed any quoted price regardless of whether that quote is provided by Amos Media through a Representative or otherwise and, therefore, that the Seller’s Order is always exposed to the risk that the market price may move in a manner adverse to Seller between the time Seller provides the Order to Amos Media and the time the Order is actually executed.
Seller further acknowledges and understands that while the risk of adverse market movement is present at any time, this risk is likely to increase with respect to Orders that are placed outside of normal market hours. Seller acknowledges and understands that the fact that Amos Media may allow Seller to place an order outside of normal market hours, should not be understood as a recommendation or advice that Seller actually do so.
Pursuant to Article 5, Sections 5-105 through 5-145 of the Ohio Electronic Commerce Security Act (5 ILCS 175/Art. 5), Seller and Amos Media agree that Orders between Seller and Amos Media may be conducted and completed by electronic means.
Seller agrees and understands that Amos Media does not accept Orders for sales of physical precious metals or coins unless the quantity being sold is then held or reflected in Seller’s Account. Accordingly, Amos Media will not execute, in whole or in part, any sale Order that exceeds the relevant “long” position in Seller’s Account.
Seller agrees and understands that Amos Media does not generally accept Orders for sell or purchase of physical metals unless free and available funds sufficient to pay for such sell or purchase and any fees associated therewith are then available in Seller’s Account.
While Amos Media may treat each Order communicated to it as a valid and binding contract that is legally enforceable against you, Amos Media, at its sole discretion and without prior notice to you, reserves the right to reject or limit any Order, in whole or in part, received by it. Accordingly, Amos Media shall only be bound by any Order to the extent Amos Media has confirmed its acceptance thereof, provided that confirmation of receipt, absent more, shall not constitute confirmation of acceptance, or Amos Media informs Seller of the execution thereof, provided that acceptance or execution of a partial Order shall not serve to bind Amos Media to the entire Order.
You understand and acknowledge that an Order, whether verbal or in writing, constitutes a valid and binding contract that is legally enforceable against you in accordance with the terms of this Agreement.
Amos Media may, at its sole discretion and without prior notice to you, prohibit or restrict your ability to sell or purchase physical precious metals or coins through your Account.
Modifications and Cancelations May Not Be Effective
You further understand and acknowledge that you may not be able to modify or cancel any Order that has been provided to Amos Media and that even if a modification or cancelation is provided to Amos Media prior to the execution of any Order, Amos Media is under no duty or obligation to acknowledge or act on such modification or cancellation. Accordingly, you understand and acknowledge that you should treat any Order as fixed and irrevocable unless and until Amos Media acknowledges in writing that it has cancelled or modified any Order.
Amos Media does not offer sellers the ability to protect or hedge against declines in prices or any ability to “lock-in” gains (other than by selling all or any portion of the physical precious metals or coins held).
Approved Dealers; Pricing
Except to the extent Amos Media specifically agrees otherwise, you agree that Amos Media may use its discretion in selecting the dealer, seller or market in which to enter or execute your Orders and, accordingly, Amos Media may execute Orders to sell or purchase or sell physical precious metals or coins on your behalf from any dealer or on any exchange or market Amos Media selects.
You further agree and understand that any execution price received by Amos Media may be passed through to you with a mark-up that constitutes compensation to Amos Media.
Upon receiving an Order, Amos Media will use commercially reasonable efforts to execute the Order in full as soon as reasonably practical. Delays in execution may occur due to a variety of factors, including technological problems, backlogs, and the like, and no guarantee can be given that execution will be affected within a specified time period. Rather than attempt to execute Orders in a manner that limits the impact that the execution might have on pricing, for example, by executing a large Order over an extended time period, Amos Media will attempt to execute all Orders promptly and in full.
Orders may be executed with more than one dealer, each acting as a principal to Amos Media, or in more than one market, and each bar or coin included in the Order may be sell or purchased or sold at a different price. The execution price of certain bars or coins will likely differ from the spot price of the physical precious metal in question due to several factors, including the additional costs of production, supplier spreads, acquisition/disposition costs, the locations of Approved Vaults, and the size of the Order.
You are responsible for keeping yourself informed, and Amos Media is under no obligation to keep you informed, of developments in the markets concerning your Account.
Amos Media will endeavor to provide execution reports and/or confirmations of any execution promptly following the execution of any Order. Because execution reports/confirmations may be delayed for a variety of reasons, however, Amos Media cannot commit to providing exercise reports/confirmations within a stated time period of execution. Any execution report/confirmation is subject to revision, including as necessary to correct any late and/or erroneous reports from the dealer or marketplace where your Order is executed.
No funding or margin lending with respect to any sell or purchase or sale of physical precious metals or coins will be provided. All fees must be fully paid upon the settlement date. Acceptable forms of payment to Amos Media are bank wires, cashier checks, and business or personal checks. Amos Media does not accept cash, money orders, or any debit or credit cards as a form of payment. All sell or purchases and sales will be made in U.S. dollars. If Seller’s functional currency is not the U.S. dollar, Seller may be subject to exchange-rate risk on Seller’s physical precious metals or coins positions.
Liability of Amos Media
You hereby acknowledge and agree that Amos Media and any person associated with Amos Media shall not be liable regarding entering, executing, handling, selling or purchasing physical precious metals or coins or orders for your Account except for gross negligence or willful misconduct.
Seller may only take physical delivery of any physical precious metals or coins held in Seller’s account with the prior written approval of Amos Media, which reserves the right to withhold such approval in its absolute and sole discretion. Physical delivery may involve significant fees, costs, delays and risk.
FEES & CHARGES
Amos Media may assess your Account with charges to cover Amos Media’s services, or the termination of services, including, but not limited to, annual account fees, operational fees, custodial fees, and transaction fees and commissions. You agree to pay the fees and charges specified in the Amos Media Account Commissions and Fees Schedule (“Fee Schedule”) [Attachment A] which may be amended at any time without notification to you. You may be charged an annual account fee (as defined in the Schedule). You agree that Amos Media may debit your Account for any fees or charges that you incur, or any reasonable out-of-pocket expenses Amos Media may incur on your behalf. You agree to pay or reimburse Amos Media for all applicable state and local excise taxes.
Any profit or loss from foreign currency exchange transactions will be charged or credited to your Account. You will reimburse Amos Media for any actual expenses Amos Media incurs to execute, cancel or amend any wire transfer payment order, or perform any related act at your request. Amos Media may charge any Account of yours for such costs and expenses without prior notice to you. Amos Media may impose fees on Accounts that are considered unclaimed, abandoned or dormant as permitted by applicable state law.
Amos Media, whether directly or through an Affiliate or third party, may from time to time make available to or provide or arrange access to you and/or your agents (“Authorized Users”) various electronic systems and services (collectively, “Electronic Services”), including, without limitation: (i) any device, software, network or system used for the purpose of entering, facilitating or routing your Orders or trades including, without limitation, any electronic order routing system (“Trading System”); (ii) any software, system, electronic tool including, without limitation, interactive tools, internet capability, site or service, hardware, device or communications facility (collectively, “Electronic Tool(s)”); (iii) any research reports or materials, market data, news, documents and other information, reports, analytics, calculators, data or content whether provided through Electronic Tools or otherwise (collectively, “Content”); and/or (iv) any products or services not directly related to the sell or purchase and sale and custody of physical precious metals or coins. All or any part of the Electronic Services may be developed, licensed and/or provided by third-party licensors, vendors, subcontractors or other third-party sources (collectively “Sources”).
The Electronic Services, including the software, systems, and design thereof and all future modifications, revisions, updates, releases, refinements, improvements and enhancements thereof, as well as all derivative works based on any of the foregoing, and all copies thereof, are the property of Amos Media or the Source(s). Except as expressly provided for hereby, Seller shall have no rights in or to the Electronic Services nor shall anything herein be construed to transfer to Seller any such rights, title and/or interest including, without limitation, any right, title or interest to or in the Intellectual Property Rights therein. “Intellectual Property Rights” means all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), rights in trademarks, rights in patents and patent applications, trade names, mask-work rights, trade secrets, moral rights, authors’ rights, domain names and universal resource locators (“URLs”), TCP/IP addresses, metatags, all renewal and extensions thereof, and the like, regardless of whether any such rights arise under the laws of the United States, or any other state, country or jurisdiction. As between Seller and Amos Media, Amos Media shall always be and remain the sole and exclusive owner of the Electronic Services and the Intellectual Property Rights therein. Seller agrees not to take any action inconsistent with Amos Media’s or the Sources’ rights in the Electronic Services.
Seller further agrees and covenants that it will not, directly or indirectly attempt to modify, enhance, change, or otherwise attempt to “reverse engineer” any of the Electronic Services. Seller agrees and acknowledges that any default hereunder shall result in irreparable damages to Amos Media and the Sources, respectively, and such damaged party shall be entitled to equitable relief including, without limitation, temporary and permanent injunctions, without the need for a bond, award of attorney’s fees, and other costs. Any such violation or attempted violation shall also result in the immediate termination of this Agreement and all rights of Seller to use the Electronic Services.
Seller hereby represents and warrants that the Electronic Services provided to it by Amos Media hereunder will be utilized by Seller solely for the purposes of trading with Amos Media and any other uses are expressly prohibited. Seller’s right to use the Electronic Services shall be subject to such fees as Amos Media shall charge from time-to-time.
Amos Media and/or any Source, at any time, with or without notice, may monitor, modify any aspect of, limit or terminate your use or access to any or all the Electronic Services.
At all times, Seller shall treat all Content and other information obtained from the Electronic Services as confidential and agrees that Seller will not publish or distribute any Content or other information obtained from the Electronic Services.
Amos Media, you and/or the Source(s) may provide you and, at your written request, your Authorized Users, with one or more digital certificate(s), identifiers, user name(s) and/or password(s), which may be required to access or use any, some or all Electronic Services (collectively, “User Code(s)”). You agree that: (i) you will not, nor will you permit any person to remove, modify, exchange, disable, penetrate or otherwise defeat any such security procedures; (ii) you will restrict access to the User Codes and the Electronic Services to those persons who are duly authorized to have such access on your behalf; (iii) you are responsible for ensuring that all information contained in any request for a User Code is complete and correct; (iv) you are responsible for all acts or omissions that occur under any User Code issued to an Authorized User until a reasonable amount of time has elapsed following your deactivation of a User Code and written notice to Amos Media (such time to be sufficient for Amos Media’s systems to reflect fully such deactivation); and (v) you will immediately deactivate User Codes as well as immediately notify Amos Media in writing in the event that (x) the authority of any Authorized User has been or is about to be terminated (in which case you agree to promptly return to Amos Media or its Affiliates any security device previously issued to such Authorized User); (y) the confidentiality of any User Code issued to any Authorized User has been compromised in any way; or (z) you learn about a possible or actual unauthorized access to and/or use of the Electronic Services.
Responsibility of Seller for Orders, Instructions and Transactions
You acknowledge and understand (i) that it is your responsibility to implement such controls and procedures as you think appropriate to protect against erroneous and unauthorized Orders, instructions and transactions and (ii) that you will be responsible for all Orders, instructions and transactions that are identified by any of the Electronic Services as coming from an Authorized User’s User Code, and all consequences thereof, whether entered by authorized or unauthorized personnel or by any other person until a reasonable amount of time has elapsed following your deactivation of the User Code of such Authorized User and written notice to Amos Media (such time to be sufficient for Amos Media’s systems to reflect fully such deactivation). Furthermore, you agree that any agreement, consent or assent communicated from such access to the Electronic Services under a User Code issued to one of the Authorized Users will be deemed to be a duly signed writing of yours sufficient to bind you thereto.
No Guarantees as to Content
Amos Media and its Affiliates obtain or may obtain certain Content from internal or external sources Amos Media and its Affiliates believe to be reliable. The accuracy, completeness, timeliness or correct sequencing of the Content cannot be guaranteed by Amos Media or any Source. Amos Media and the Sources will not be liable for the accuracy of, or availability of, such Content or will have any duty to verify, correct, complete or update any Content.
DISCLAIMER OF WARRANTIES REGARDING THE ELECTRONIC SERVICES
AMOS MEDIA, ITS AFFILIATES AND ITS AND THEIR CONTROL PERSONS, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, “AMOS MEDIA PERSONS”) AND THE SOURCES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS RELATING TO ANY ELECTRONIC SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE, AND ANY WARRANTIES OR REPRESENTATION (I) THAT ANY ELECTRONIC SERVICE OR ACCESS TO ANY PORTION OF IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR (II) THAT DEFECTS IN SUCH ELECTRONIC SERVICES WILL BE CORRECTABLE OR CORRECTED. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO AMOS MEDIA PERSON OR SOURCE WILL BE LIABLE FOR ANY LOSS, COST, CLAIM OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS) ARISING OUT OF OR OTHERWISE RELATING TO ANY ELECTRONIC SERVICES OR THE USE OR ACCESS TO OR UNAVAILABILITY OF ANY OF THE SAME EXCEPT TO THE EXTENT CAUSED BY AMOS MEDIA’S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR FRAUD.
MARKET DATA DISCLAIMER
MARKET AND QUOTE DATA IS OBTAINED FROM SOURCES AMOS MEDIA BELIEVES TO BE RELIABLE. HOWEVER, ALL MARKET AND QUOTE DATA IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND THERE MAY BE UNAVAILABILITY, DELAYS, OMISSIONS AND INACCURACIES IN MARKET DATA. NEITHER AMOS MEDIA NOR ITS AGENTS, AFFILIATES, OR THIRD PARTY PROVIDERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE DELIVERY OF SUCH MARKET DATA, INFORMATION OR SERVICES CAN GUARANTEE, NOR DO AMOS MEDIA OR THEY GUARANTEE, THE CORRECTNESS, QUALITY, ACCURACY, SEQUENCE, TIMELINESS, CURRENTNESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR OTHERWISE OF ANY MARKET DATA OR THIRD PARTY PROVIDER SERVICES, AND AMOS MEDIA AND THEY HEREBY DISCLAIM ANY SUCH EXPRESS OR IMPLIED WARRANTIES. AMOS MEDIA ALSO RESERVES THE RIGHT TO FILTER THE MARKET DATA PROVIDED TO SELLER.
EDUCATION & RESEARCH
Amos Media may make available information about precious metals and investment strategies, including research reports, market commentaries and other information (“Research Reports”) that Amos Media or its Affiliates prepare, as well as materials prepared by third parties. By accessing these Research Reports, you acknowledge and agree that these materials are not personalized or in any way tailored to reflect your personal financial circumstances or investment objectives, and the precious metals and other investment strategies discussed in such Research Reports may not be suitable for you as such Research Reports do not consider the particular investment objectives, financial situation or needs of individual sellers. You will not consider the availability of such Research Reports as a recommendation to you of any particular security or investment strategy. Under no circumstances should any information contained in the Research Reports be construed as an offer to sell or the solicitation of an offer to sell or purchase any security. The Research Reports have been prepared as of the date indicated and may become unreliable for various reasons including, but not limited to, changes in market or economic condition. Accordingly, they should only be considered current as of the initial publication date.
DISCLAIMER REGARDING RESEARCH REPORTS
ANY RESEARCH REPORTS OFFERED WILL BE OBTAINED FROM SOURCES DEEMED TO BE RELIABLE. HOWEVER, AMOS MEDIA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR THE CORRECT SEQUENCING OF THE RESEARCH REPORTS AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH REGARD TO THE RESULTS TO BE OBTAINED FROM THEIR USE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE.
GRANT OF SECURITY INTEREST
You hereby grant to Amos Media a valid and priority, perfected, continuing security interest in all monies or property held or reflected in your Account as security for the repayment of your obligations and liabilities to Amos Media or any of its Affiliates. Upon request, you further agree to execute any agreement or other document that Amos Media may deem necessary to the creation or maintenance of such continuing security interest and hereby appoint Amos Media as your attorney-in-fact to act on your behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required or as Amos Media shall determine to be advisable, to perfect the security interests created hereby, provide for Amos Media to have control of, or realize upon any rights of Amos Media or any of its Affiliates in any of the collateral subject to such security interest.
In connection with enforcing Amos Media’s lien, perfected security interest or right of set-off, Amos Media may, at any time and without giving you prior notice, use, transfer or liquidate any or all your physical precious metals or coins or other property held or reflected by Amos Media in any of your Accounts in order to satisfy a debt or any other obligation you may have to Amos Media or its Affiliates. Such use, liquidation or transfer may occur without regard to whether Amos Media has made any advances in connection with such precious physical metals and/or other property and without regard to the number of Accounts you may have with Amos Media. Included within Amos Media’s right of enforcement, Amos Media shall have the sole discretion to determine which physical precious metals or coins and other property are to be sold without regard to any tax or other consequences you may face as a result of such actions. In the event of a breach or default by you under this Agreement, Amos Media maintains all the rights and remedies available to a secured creditor under all applicable laws, in addition to the rights and remedies provided in this Agreement. You agree to indemnify and hold Amos Media and its Affiliates harmless from and against any losses or expenses incurred relating to such enforcement or any other remedies available to Amos Media, including reasonable costs of collection.
While Amos Media reserves the right to use, transfer or liquidate your physical precious metals or coins and/or other property without demand or prior notice, if demand is made upon you, you agree to satisfy any indebtedness, and pay any debit balance in any Account held or reflected by Amos Media or any account of its Affiliates in which you have an interest, either individually or jointly with others. A finance charge (as set forth in any fee or other schedule provided to you) may be charged on any debit balance in your Account, together with any increases in rates caused by money market conditions, and with such other charges as Amos Media may impose to cover its extra services.
You further agree that if you; (i) default on any of your obligations under this Agreement; (ii) become bankrupt, insolvent or subject to a similar condition or subject to any bankruptcy, reorganization, insolvency or other similar proceeding; or (iii) Amos Media, at its sole discretion, deem it advisable for Amos Media’s protection, Amos Media may, at any time and without prior notice to you: (a) cancel, terminate, accelerate, liquidate and/or close out any or all agreements or transactions between Amos Media and you or otherwise relating to your Account(s) and calculate damages in a manner Amos Media deems appropriate; (b) pledge, transfer or sell any assets in any Account(s) or any other account in which you have an interest, either individually or jointly with others; or (c) take any other action as Amos Media, in its sole discretion, deem appropriate with respect to any of the foregoing and apply the proceeds to the discharge of such obligation.
In pursuing the remedies available to it, Amos Media may, without limiting its rights under this section, offset amounts you owe Amos Media against any amounts that Amos Media owes you. You will remain liable for any deficiency. You will pay the reasonable costs and expenses of collection of any debit balance and any unpaid deficiency in any of your Accounts, including, but not limited to, attorney fees incurred by Amos Media.
You authorize Amos Media and Amos Media has the right, at its sole discretion, to require additional collateral at any time. If a petition in bankruptcy or appointment of a receiver is filed by or against you, or if an attachment is levied against any Account in which you have an interest, or in the event of your death, Amos Media has the right, at its sole discretion, to sell any or all assets in your Account, whether carried individually or jointly with others, to buy any and/or all assets which may be short, to cancel any open Orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or sell or purchase or other notice or advertisement. Any such sales or sell or purchases may be made at Amos Media’s discretion on any exchange or other market, or at public auction or private sale, and Amos Media may be the sell or purchaser for its own account. It is understood that a prior demand, call, or prior notice of the time and place of such sale or sell or purchase shall not be considered a waiver of Amos Media’s right to sell or buy without demand or notice as provided in this Agreement. After deducting all costs and expenses of the sell or purchase, buy-in and/or sale and deliveries, including, but not limited to commissions, Amos Media shall apply the residue of the proceeds to the payment of all your liabilities to Amos Media. You will remain liable for any deficiency.
No course of dealing between you and Amos Media, nor any delay on Amos Media’s part in exercising any of its rights or remedies shall constitute a waiver thereof, and any such right or remedy may be exercised as often as Amos Media may determine.
AMENDMENT; ASSIGNMENT; WAIVER
Amos Media may unilaterally change the terms and conditions of this Agreement at any time upon written notice to you. Thereafter you shall be deemed to have consented to the term of any such amendment unless you notify Amos Media in writing to the contrary within ten (10) days of your receipt of such notice. Notwithstanding anything to the contrary, any sell or purchase entered after your receipt of such notice shall be deemed to be consent to the terms of such amendment. Any notice by you objecting to the terms of any amendment or withholding your consent to such amendment shall be treated as a written notice of your desire to terminate all your Accounts in accordance with Section 22 hereof.
You may not assign your rights and obligations hereunder or any interest in any property held by or through Amos Media without first obtaining the written consent of an authorized representative of Amos Media. Amos Media may assign its rights, but not its obligations, to a subsidiary or other Affiliate upon notice to you and may assign its rights, but not its obligations, under this Agreement to any other entity or person upon thirty (30) days written notice to you. Any assignment in violation of this Agreement shall be null and void. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties.
Unless specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified, or amended unless agreed to in writing signed by Amos Media. Amos Media’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on Amos Media’s part to exercise any power or right given to Amos Media in this Agreement, or a continued course of such conduct on Amos Media’s part, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any further exercise. The enumeration of specific remedies shall not be exclusive of any other remedies.
REFERENCES TO AMOS MEDIA
Without the prior written approval of Amos Media, you shall not make any reference to Amos Media, any Affiliate thereof, any trade name, trademark or service mark of any of the foregoing, or any Services embodied in this Agreement in any advertisement, internet page, or marketing material.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AGENTS, AFFILIATES, OR THIRD PARTY PROVIDERS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, TRADING LOSSES, DAMAGES RESULTING FROM USE OF OR INABILITY TO USE THE ELECTRONIC SERVICES) WHETHER SUCH DAMAGES ARE INCURRED OR EXPERIENCED AS A RESULT OF ENTERING INTO OR RELYING ON THIS AGREEMENT OR OTHERWISE, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BROKER AND PERSHING EACH AGREE NOT TO ASSERT ANY CLAIM FOR PUNITIVE DAMAGES AGAINST THE OTHER.
Limitation on Liability Due to Extraordinary Events
Amos Media and its Affiliates shall not be liable for any loss caused directly or indirectly by acts of God, government restrictions, exchange or market rulings, suspension of trading, war, acts of terrorism, strikes or other labor problems, failure of the mails or telephones or other communication lines/systems or other interconnect problems (such as not being able to connect to your ISP), failure of electronic or mechanical equipment, or unauthorized Account access or theft, or any other conditions beyond Amos Media’s control.
Allocation of Risks
Seller acknowledges and agrees that the fees charged by Amos Media reflect the allocation of risks including, but not limited to, any limitation of liability set forth in this Agreement. A modification of the allocation of risks set forth in this Agreement would affect the fees charged by Amos Media, and in consideration of such fees, Seller agrees to such allocation of risks.
Except to the extent that the applicable loss, liability, damage, claim, cost or expense is cause by the gross negligence, intentional misconduct or fraud of Amos Media, its Affiliates, or it or there directors, officers, employees or agents (collectively, an “Indemnified Party”), you agree to indemnify and hold Amos Media and the Indemnified Parties harmless from and against any loss, liability, damage, claim, cost or expense (including but not limited to fees and reasonable expenses of legal counsel) arising out of, incurred in connection with or result from any of the following:
A breach by you of your obligations under this Agreement or any breach by you of any representation, warranty or covenant made by you under this Agreement.
Your failure to make any payment or demand for additional collateral.
Your failure to timely correct any execution error or trade discrepancy.
Any suit or proceeding arising out of or related to the services provided under this Agreement in which Amos Media or any of its affiliates is named as a defendant and where (i) the elements of the claim do not arise out of Amos Media’s or such Affiliates’ acts or omissions or (ii) Amos Media or such Affiliate has been able to prevail in such suit or proceeding.
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
This Agreement shall be governed in all respects (including as to validity, interpretation and effect) by the internal laws of the State of Ohio, without giving effect to any conflict of laws rules or principles that would require or permit the application of another jurisdiction’s laws.
Each party hereby irrevocably agrees that any action or proceeding arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or the performance of such rights or obligations shall be brought exclusively in the courts of the State of Ohio or the federal courts of the United States of America located, in each case, in Cook County in the State of Ohio and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail or by overnight courier service, postage prepaid, to the party’s address set forth in Subsection 23(f) or such other address as either party may have provided the other for service of notice under the terms of this Agreement, such service to become effective ten (10) days after such mailing.
Waiver of Jury Trial
Each party hereby waives all rights to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or the performance of such rights and obligations. Each party (i) certifies that no representative, agent or attorney of any person has represented, expressly or otherwise, that any person would not, in the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges that the other parties have been induced to enter into this Agreement and the transactions contemplated hereby by, among other things, the waivers and certifications contained herein.
Either party may terminate this Agreement at any time by providing written notice thereof to the other party. From and after the provision of such notice, if given by Seller, or the delivery of such notice, if given by Amos Media, Seller agrees to take steps promptly to close Seller’s Account(s). Such steps shall include the sale of existing positions or the transfer of positions away from a Custodian operating under an agreement with Amos Media. Notwithstanding anything herein to the contrary, Amos Media has the right to take all steps necessary to close your Account(s) at any time without prior notice to you. Without limitation, such steps may include causing the sale of existing positions and the distribution of proceeds or the transfer of positions away from a Custodian operating under agreement with Amos Media. You agree to cooperate fully and promptly with Amos Media in the closure of any Account. Notwithstanding any notice of termination, this Agreement shall remain in effect so long as any positions in physical precious metals or coins are reflected in your Account(s).
Effect of Termination
Termination shall not affect any of the rights and liability of the parties hereto incurred before the date of receipt of a notice of termination. Without limiting the foreign, with respect to any Account, you will remain responsible for all transactions and for all transaction costs, including commissions and related costs, prior to the termination of this Agreement.
The terms and provisions of this subsection (b) together with the following sections of this Agreement shall survive the termination of this Agreement:
Section 7 - RECORDING & MONITORING COMMUNICATIONS; STATEMENTS & CONFIRMATIONS
Section 8 - SELLER’S ACKNOWLEDGEMENTS
Section 9 - PRIVACY; CONFIDENTIALITY
Section 14 - ELECTRONIC SERVICES
Section 15 - EDUCATION & RESEARCH
Section 16 - GRANT OF SECURITY INTEREST
Section 18 - REFERENCES TO AMOS MEDIA
Section 19 - LIABILITY
Section 20 - INDEMNIFICATION
Section 21 - GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
Section 23 - GENERAL PROVISIONS
This Agreement constitute the entire agreement and supersede all other prior agreements and understandings, both written and oral, of the parties with respect to the subject matter hereof. If any condition or provision of this Agreement shall be held or reflected to be invalid or unenforceable by any court, or regulatory or self- regulatory agency or body, such invalidity or unenforceability shall affect only to such condition or provision. The validity of the remaining provisions and conditions shall not be affected and this Agreement shall be carried out as though such invalid or unenforceable condition or provision were not contained herein.
All headings in this Agreement and other account documents are for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such document. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “party” or “parties” shall refer to parties to this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any person include the successors and permitted assigns of that person. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.
Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Neither this Agreement nor any operations hereunder shall create a general or limited partnership, association or joint venture or agency relationship between you and Amos Media.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
All notices and other communications required or permitted to be given to Seller hereunder shall be in writing and delivered to the address of the Seller specified below or to such other address as Seller may provide for such purpose. Where any Account is held jointly, delivery of notice to one Seller shall constitute delivery to both Sellers unless the Sellers have specified separate addresses for delivery. Notwithstanding anything herein to the contrary, any notice required to be given to Seller may be given by posting such notice onto www.Amos MediaInvestments.com or www.myAmos Media.com or any web site maintained by Amos Media for Seller, provided that the notice is posted in a manner that causes it to be prominently displayed to Seller when Seller next accesses such site. In the case of an account that is jointly held, upon display, such notice shall constitute notice to both Sellers.
All notice and other communications sent to Seller shall be deemed delivered to Seller as of (i) the date sent, if sent via facsimile or email, (ii) the date first displayed if posted to coinworld.marketTM or other web site maintained by Amos Media for Seller, (iii) the date the person delivering such communication arrives at Seller’s appropriate address; (iv) in the case of a communication by mail, the earlier of the date of actual receipt or ten (10) days from the date of mailing with postage affixed regardless of whether actually received or not or (v) as the parties otherwise agree.
Notwithstanding anything herein to the contrary, any notice required to be given to Seller may be given by any method agreed to by the parties.
All notices and other communications to Amos Media shall be in writing and delivered to the address of Amos Media specified below or such other address as Amos Media shall provide for such purpose and personally delivered or mailed by registered or certified mail with postage prepaid and return receipt requested or sent by commercial overnight courier, courier fees prepaid.
All notices and other communications sent to Amos Media shall be deemed delivered to Amos Media as of the date received at Amos Media’s address, provided that notwithstanding anything herein to the contrary, no notice received by Amos Media that requires Amos Media to take any action in response thereto shall be deemed effective until Amos Media has had a reasonable time to review and act on such notice.
Address for Notices to Amos Media:
Amos Media Investments
One North Wacker Drive, 41st Floor, Suite 4140
Chicago, Ohio 60606
Attn: Rick Amos
With a copy to:
Faulkner, Garmhausen, Keister & Shenk LLP
Courtview Center, Suite 300
100 S. Main Avenue
Sidney, Ohio 45365
Attn: John Garmhausen
SELLER* AMOS MEDIA COMPANY
* Seller’s and/or Amos Media’s electronic acknowledgment, as entered on Amos Media’s digital platforms or websites including coinworld. market, constitutes Seller’s and/or Amos Media’s signature and acceptance of this Agreement and serves as acceptance and notification of any agreements and/or schedules attached hereto. To the extent applicable, a telecopied, faxed, or electronic transmission of a duly executed counterpart of this Agreement shall also be sufficient to evidence Seller’s and/or Amos Media’s signature on and acceptance of the terms and conditions of this Agreement.
Amos Media Company – Fee Value Fee Schedule
(Effective 1/1/2018 – Fees are subject to change without notice)
Sell Fee/Commission -
Seller - Final Value Fee
Listing Fee -
- Billed Monthly
Miscellaneous Fees -
Bank Wire - Domestic
Bank Wire - International
Checks – via FedEx/UPS/DHL
Checks – via USPS
Checks – returned
Checks – stop payment