How Does a GoldMogul Account Work?

The GoldMogul Account is a service of American Bullion Inc., which henceforth we will refer to as the “GoldMogul Account” or “Account”. It makes precious metal purchases simple, and securely stores those metals for you. Once your funds are transferred into your GoldMogul account you will be able to use them to buy gold and silver. All orders are executed based on your instructions, at our wholesale price in that day’s professional precious metals market, plus our commission. Our commission is added to applicable wholesale prices which are transparently shown to you during your order placement.  After you place a buy order to purchase precious metal we will allocate to you physical, serial-numbered bars (or bar segments), in the exact amount of your Buy Transaction. Your precious metals will be stored and secured for you at one of our custodian vaults or depositories, until you:

1. Sell your position.
2. Take physical delivery. 
3. Or provide us with other instructions.

When GoldMogul allocates physical precious metals to our user’s accounts, we always ensure that holdings never overlap, making each holding unique. Accounts can own one or multiple serial-numbered bars and/or one or multiple designated segments of serial-numbered bars.  Enough gold must be purchased in order for us to allocate one or more whole gold bars for you. The gold bar(s) can be physically delivered upon your written request. Until that time, you are entitled to the gold allocated to you, which will serve as your security and guarantees our promise to deliver gold that you buy.  Gold holdings that are less than one whole bar, may also qualify for physical delivery. You may transfer your GoldMogul holdings into smaller denominations of metal, such as coins or bullion bars. Please call one of our representatives to discuss and arrange for these options.  1,000 oz. silver bars allocated to you at the vault cannot be physically delivered. However, we can make physical deliveries in smaller denominations, such as silver coins and smaller silver bullion bars. Please call one of our representatives to discuss and arrange for these options. Our vaults and depositories provide comprehensive protections against theft, damage, or other losses for all of the precious metals we allocate for you. Unlike deposits made in a traditional bank account, we can never lease or pledge your precious metals holdings to anyone else.

Part 1. General Account Terms & Understandings

The GoldMogul Account Terms below will be utilized throughout this document. They form the main part of this document, compose the entire agreement that governs your GoldMogul Account, and will be referred to throughout this document as the “Agreement”. The words “you” or “your,” refer to each owner of the GoldMogul Account and the precious metal and cash recorded in it.   The words “GoldMogul,” “ABI,” “we,” “us,” or “our,” refer to American Bullion Inc. We are a precious metals brokerage firm established in 2009. Our GoldMogul offices are located at 12301 Wilshire Blvd. Ste 305 Los Angeles CA, 90025.  The words “vault” or “vaults,” “depository” or “depositories” refer to one or more of our storage partners who are responsible for securing, insuring and maintaining physical precious metals allocated for you. These partners include, but are not limited to, the Royal Canadian Mint in Ottawa, Canada and HSBC Bank in London, England.  The words “Business Day” means any day when the New York Stock Exchange (NYSE) is open for trading, other than bank holidays in the U.S. or Canada. The GoldMogul Cash Account is a non-interest-bearing demand deposit account. This is the account that requires funding before any precious metal(s) purchase(s) can be completed. It enables you to maintain a dollar balance on deposit with American Bullion Inc. that you can use directly to purchase precious metals. Unlike a bank, your GoldMogul Cash Account is not insured or guaranteed by the FDIC.  The GoldMogul Account enables you to purchase precious metal(s) for physical delivery in one or more transactions. Once you submit an order to purchase precious metals, and we accept it, your Account enters you into a prepaid forward contract for delivery of physical precious metal, which we will refer to as a “Buy Transaction” going forward. See Part 8: “Buy Orders” for information about submitting orders for Buy Transactions.  For every Buy Transaction:

1. We agree to sell to you precious metals denominated in ounces, at the agreed upon price, that is denominated in price per ounce ($/ounce). Upon completion of your Buy Transaction, we will allocate precious metal(s) in the exact amount specified in your Buy Transaction and store it for you at a secure vault, until you settle your Buy Transaction.
2. We agree to store your allocated precious metal at one of the world’s leading vault or depository facilities. We shall continue to store your metal until such time when you decide to settle your Buy Transaction by taking physical delivery, or until you execute a Sell Transaction.
3. You may request that we will physically deliver silver to you, that is denominated in small bar(s) and/or coins.
4. You may request that we deliver gold to you. Gold may be denominated in whole serial-numbered kilo bars, or in smaller gold denominations, such as coins.

You will hold exclusive title to this precious metal as a nominee and it serves as your security. Your precious metal is neither an asset nor a liability of the vault, depository, or ABI. This precious metal guarantees our obligations under this Agreement, including the obligation to settle your Buy Transaction(s) by physical delivery upon your instruction.  Furthermore, neither ABI, the vault, nor the depository can pledge the precious metal allocated for delivery to you as security, or collateral, for the benefit of any other party.  In order to withdraw precious metals from your Account, you can instruct us to physically deliver precious metals to you, and we will attempt to provide their prompt delivery. For a definition of the term “Bar” see Part 3. “Precious Metal Bars.” It is incumbent upon you to be aware that there are risks associated with taking physical delivery of precious metals. For more information, please see Part 12.”Delivery” and Part 18. “For Your Protection”.  In order to exchange your precious metals position with cash, and withdraw cash from your Account, you can execute a Sell Transaction, for which we will pay you by transferring funds into your GoldMogul Cash Account. You can choose to continue holding a balance in the GoldMogul Cash Account in order to pay for future Buy Transactions, or you may instruct us to transfer cash back to your bank account. For greater detail, see Part 2. “GoldMogul Cash Account.” And Part 9. “Sell Orders.”  ABI has more than 15 years of experience in the precious metals arena, so in addition to taking delivery of precious metal bars, we also offer many options for you to take physical delivery in smaller denominations such as coins, including the ever-popular American Eagle. Precious metal bar and coin deliveries are subject to additional price premiums, as well as shipping and handling fees. Please call our office to discuss all options available.  The custodial vault or depository which stores the precious metals allocated for you have robust  protections in place to safeguard their inventory consistent with, or in excess of industry standards. Such protections may include: regular audits, security protocols, state-of-the-art surveillance technology, and comprehensive insurance against any loss or damage. Currently, the vaults and depositories utilized to store your precious metals include:

1. HSBC Bank UK, one of the world’s largest precious metals custodians. HSBC is a member of London Precious Metals Clearing Limited (“LPMCL”), which makes up the core of the most liquid and secure precious metals market in the world. HSBC Bank’s registered office is located at 8 Canada Square, London E14 5HQ, United Kingdom.
2. The Royal Canadian Mint, a leading precious metals refinery, storage solutions provider, and Crown Corporation owned by the AAA-rated Government of Canada. The Mint’s principal offices and vault facilities are located at 320 Sussex Drive, Ottawa, Ontario, K1A 0G8, Canada.

We reserve the right to add additional vault and depository locations, as needed, in the future. These vaults and depositories are not liable for delays or losses resulting from acts of war, terrorism, or similar “force majeure” events. They have agreed to store the precious metal allocated to you and to provide compensation for any loss or damage for which it is reasonably responsible, which we will pass on to you. Lastly, the precious metal(s) allocated to you is/are not insured or guaranteed by the FDIC, as a result of not being a bank deposit.  Custodial vault and depository protections and limitations on those protections are defined in the agreement between us and the custodial vaults. See Part 23. “Notice of Loss & Liability” for important disclosures.

Part 2. GoldMogul Cash Account

The “GoldMogul Cash Account” is a non-interest-bearing demand deposit account. It is not a bank deposit account and therefore is not FDIC insured.  In order to facilitate ACH, and other electronic fund transfers, you can link your GoldMogul Cash Account to your checking account at any U.S. bank. We reserve the right to impose a minimum deposit amount for all deposit requests. If you wish to arrange a wire either to or from your GoldMogul account, please contact us in order to arrange this. The GoldMogul Cash Account enables you to maintain a cash balance that can be used as follows: (i) to pay for Buy Transactions, (ii) to pay account and other fees, and (iii) to transfer funds between your GoldMogul Account and your bank account. Proceeds from all sell transactions will settle into the GoldMogul cash Account.  By transferring funds to your GoldMogul Account, you agree and ensure that all funds transferred are clear, valid, and legally obtained. You represent and warrant that the funds transferred do not originate from any fraudulent, illegal, or unauthorized activities. We may limit or refuse any request to transfer funds into or out of your GoldMogul Cash Account made in a manner not permitted by this Agreement. All withdrawals other than wires where we directly credit your bank account will take approximately 2-3 Business Days to process.  We reserve the right to remove any funds from your Account that are returned due to; non-sufficient funds (NSF), stop payment, incorrect account information, or any other reason. Additionally, in cases where precious metals are purchased using funds from a returned, fraudulent, or failed cash transfer, we reserve the right to remove those assets from your Account. If it becomes necessary for us to exercise our right to remove cash or precious metals, we may initiate actions such as reversing transactions or deducting any cash or precious metals equivalent in value to the amount involved in the returned, fraudulent, or failed cash transfer. Any such actions may be taken without prior notice to you.  Funds may not be available for withdrawal for 60 days from the time of your transfer to your GoldMogul Account, if you choose to fund your Account via ACH.

Part 3. Precious Metal Bars 

Once your buy order is executed, your precious metal will be stored in the form of physical bullion bars that meet one of the following two standards, which we will collectively refer to as “Bars”:    (1) London Good Delivery Bars – These bars meet the standard “London good delivery” requirements, set forth by the London Bullion Market Association (“LBMA”); or (2) Gold Kilo Bars – These bars weigh 1 kilogram, and are assayed to possess gold content purity rating of 99.99% or greater. They are manufactured by refiners that are members in good standing of the LBMA. Each Bar allocated for delivery to you will have a distinct physical imprint or stamp identifying the manufacturing refinery, as well as the Bar’s unique serial number. These stamps are used to identify and guarantee the weight and purity of each Bar. See Part 4. “Bar Specifications” for further information. When we allocate at least one whole gold Bar in its entirety to you, you will be able to provide us with instructions to physically deliver such Bar(s) and we will work diligently to make sure they are delivered to you promptly. For more information see Part 12. “Delivery”.  We ensure that all Bars that we allocate for you are sourced from refineries accredited by the LBMA. We will maintain rigorous internal and external controls designed to verify the authenticity and the provenance of the Bars.  In the event that you execute one or more Buy Transactions, Sell Transactions, or other transactions that result in your open Buy Transaction balance being an amount against which we cannot deliver one or more whole Bars, then primarily we will allocate for you as many whole Bars as possible, and secondly, we will allocate geometrically distinct and identifiable parts of specific Bars, which we will refer to as “Sections” or “Segments” of Bars going forward. Bar sections are always segregated.  Allocated Bar Sections function identically to allocated Bars in every way except two:    (1) Serial numbers – In addition to standard Bar Specifications, allocated Bar Section will have a start point and an endpoint in fine ounces defining the Section’s location on a particular Bar. (2) Taking delivery – Bar segments allocated to you are not available for delivery, however you may; (i) execute a Sell Transaction(s), (ii) take delivery of smaller precious metal denominations, such as coins, or (iii) execute additional Buy Transaction(s), such that your open Buy Transaction balance is sufficient for us to allocate an integral number of whole Bars for you. Executing a Sell Transaction, or taking physical delivery, gives you title to the Bars and Bar Sections allocated for you as a nominee. These Bars and Bar Sections are neither an asset nor a liability of the custodial vault or ABI. The Bars and Bar Sections allocated for you will serve as your security, which guarantees (i) our agreement to physically deliver precious metal Bar(s) to you upon your instruction and (ii) our other obligations under this Agreement.

Part 4. Bar Specifications

You may contact us to obtain the unique Specifications of any whole Bar allocated for you. These Bar Specifications include, at a minimum:

•  Bar type
•  Serial number
•  Guaranteed fineness
•  Manufacturer/refiner
•  Guaranteed fine metal weight

Under this Agreement, both we and the vault/depository will appropriately track properties such as serial numbers, weights, and purities of all the precious metals using electronic and/or physical records with multiple levels of redundancy. Moving forward, we will refer to such data as “Bar Specifications” or “Specifications.”  We will track each Bar’s purity and weight in fine troy ounces (or “oz”), which is a widely accepted measurement unit used in the professional precious metals market.  When we allocate Bar Segment(s) for you, when necessary, we may change the serial number, the start point, and/or the end point of the Bar Segment(s) to avoid fragmentation of Segments.

Part 5. Ownership Title 

A GoldMogul Account can be titled in one of three ways: (1) Personal – The Buy Transactions, and GoldMogul Cash Account balance in a “Personal” Account are owned by one person only, and that person may take any action on the Account. (2) Joint – A “Joint” Account has two owners, all Buy Transactions, and GoldMogul Cash Account balance in it are owned by two people. Either owner of the Account may take any action on the Account without the other owner’s consent.  If a joint member dies, the metals stored under the Account will then belong only to the survivor, and not to the estate of the deceased person. Finally, your obligations under this Agreement are “joint and several”, a legal concept meaning that if you fail to make payment or to perform another duty required by this Agreement then each owner may be held liable for the entire amount or obligation owed by both owners. (3) Corporate – In a “Corporate” Account all Buy Transactions, and GoldMogul Cash Account balance are owned by a single legal entity, such as a corporation, limited liability company, partnership, non-profit organization, foundation, or trust. The Corporate account owner must appoint one or multiple duly Authorized Representative(s), who may take any action on the Account without the consent of other Authorized Representatives.

Part 6. Pricing

All executed orders are priced based upon our estimate of the wholesale precious metal price in U.S. Dollars at the time of execution (the “Wholesale Price”) plus our commission. A price estimate will be provided before order execution. For the most part, precious metals trade on an Over The Counter (OTC) market between participating banks, metal producers, refiners, and other market participants. As a result, the prices used to determine your estimated price and final price are not published in any newspaper, website, or other publicly available source. Rather, these prices are determined exclusively on a transaction by transaction basis.

Part 7. Fees 

Your Account will be subject to a periodic fee that will be clearly disclosed, which we will refer to as the “Maintenance Fee” hereafter. The Maintenance Fee will cover the costs of administration, storage, insurance, and other costs, as applicable, which we incur when allocating stored precious metal products for you. We may increase the Maintenance Fee after providing you with thirty (30) calendar days notice prior to the effective date of the planned increase. We may waive or reduce the Maintenance fee anytime and for any reason without obligating ourselves to do so in the future.  The Maintenance Fee will be applied and invoiced semi-annually for the six months ended every June 30 and December 31, and will be based on the average market value of your open Buy Transactions in our Account during the given six-month period. Market value will be calculated using the LBMA Gold Price for the 3:00 p.m. London time auction on a particular date, published by ICE Benchmark Administration (or its nearest equivalent), and if on a particular date the P.M. LBMA Gold Price is not published, then the last-available P.M. LBMA Gold Price will be used.  Your Account’s Maintenance Fee, as well as other fees, such as shipping and handling fees, or premiums associated with deliveries may be paid by: (1) Direct debit to your GoldMogul Cash Account (2) Precious metal – you may pay fees in precious metal by instructing us to make a charge to your GoldMogul Account by decrementing the quantity of your open Buy Transaction(s) by an amount equal to the fee being charged using the wholesale price of precious metals in effect at the time of the charge. This choice effectively increases the purchase price of your open Buy Transaction(s). If you take physical delivery, or make a cash withdrawal from your Account without leaving sufficient funds to cover all accrued Maintenance Fees, then we may subtract the accrued Maintenance Fees from your delivery, Transfer Transaction, or cash withdrawal amount.  All fees are due immediately and by default, will be automatically subtracted from your GoldMogul Cash Account. If you do not pay a Maintenance Fee within thirty (30) calendar days of an invoice date, you hereby authorize us to charge such a fee using method (2) listed above, in order to cover a Fee payment owed by you.

Part 8. Buy Orders 

We will begin processing your Buy Transaction order according to the specific terms agreed to by you and us when you submitted the order. We may limit the time windows during which we can process buy orders to the trading hours of the New York Stock Exchange (NYSE). We reserve the right to establish a small minimum purchase requirement on all Buy Orders and may limit the time windows during which we can process buy orders to the trading hours of the New York Stock Exchange (NYSE). You may submit an order to execute a Buy Transaction in your Account at any time. You must have sufficient funds in your GoldMogul Cash Account to prepay for your entire order, before submitting a Buy Transaction order. Once you submit a buy order, we will immediately transfer the funds out of your GoldMogul Cash Account that will be used to prepay for your Buy Transaction.  Once a Buy Order is submitted, it is generally not possible to cancel it. You may submit a request to us to cancel a Buy Order that has not been executed, if possible to accept the order cancellation,, it may take up to two (2) Business Days for any payment that you made to prepay for the canceled order to be transferred back into your GoldMogul Cash Account. See Part 11. “Order Changes or Cancellations” for further information.

Part 9. Sell Orders 

A “Sell Transaction” is defined as a sale of all or part of the open Buy Transactions in your GoldMogul Account.  You may submit an order to execute a Sell Transaction at any time.  Once we receive your Sell Transaction order, processing begins immediately according to the specific terms agreed to between us when you submitted your order. We may however limit the time windows during which we can process sell orders, to the trading hours of the New York Stock Exchange (NYSE).  Once we complete the processing of a Sell Transaction order, the cash proceeds of the sale will be deposited into your GoldMogul Cash Account. Timing of funds availability is subject to the time required for us to fully process your Sell Transaction, therefore your sale proceeds may not be available immediately.  When you execute a Sell Transaction it is possible that you may incur a gain or loss depending on your cost basis. We will calculate gains and losses for all Sell Transactions and report them on your Statements.  In order to reduce your potential taxable gains, we usually select the open Buy Transaction(s) in your Account with the highest cost basis when determining any gain or loss on a Sell Transaction.

Part 10. Market Orders 

You do hereby acknowledge that price quotes received when placing an order, apply only to orders for a small amount of precious metals. Further, you understand and agree that the price you will pay or receive may vary substantially if your market order is large and that large market orders may need to be executed in multiple lots and at potentially different prices.  You acknowledge that a quote obtained at or prior to the time you place a market order for a Buy or Sell Transaction is not a guarantee that all or part of your order will be executed at the quoted price. You acknowledge that when you place a market order, the precious metals price may change between the time the order is placed and the time it is executed, and you agree not to hold us liable for these price fluctuations. Additionally, if you place a market order when the New York Stock Exchange or other marketplaces are closed, you acknowledge that when such marketplaces reopen, the precious metals price may be substantially higher or lower than the previously quoted price or the anticipated price. You agree to pay or receive the prevailing market price at the time your market order was executed, even if the execution market price is higher or lower than you anticipated at the time you placed the order.  If you have questions or do not understand the purpose, or effect of market orders, you agree to call one of our representatives for clarification or other assistance.

Part 11. Order Changes or Cancellations 

You hereby acknowledge that due to market conditions, it may not be possible to cancel a market order for a Buy or Sell Transaction once you have placed it, and you agree to exercise caution before placing all orders. You understand and agree that any attempt to cancel an order is nothing more than a “request to cancel.” We will process your request to change or cancel an order on a “best-efforts” basis only and will not be liable to you if we are unable to change or cancel your order. When the New York Stock Exchange or other marketplaces are open, market orders are normally subject to immediate execution, and as a general rule cannot be canceled once trading begins.  Any cancellation requests or pending orders placed shortly before trading begins, cannot be guaranteed to be honored. You further understand and agree that our ability to process cancellation requests will be impacted by market conditions and trading volumes, both of which are outside of our control. If you wish to attempt to change or cancel your market order, you agree to call one of our representatives for assistance. If an order cannot be canceled or changed, you agree that you are bound by the results of the original order placed.

Part 12. Delivery 

Taking delivery of precious metals in a form other than Bars may be subject to an additional price premium, as well as shipping and handling fees. To be eligible for delivery of smaller denominations of metal, you must own enough metals to cover the retail cost of the smallest coin or other precious metals product we have available for delivery. Please don’t hesitate to call one of our representatives to discuss these options. If you elect to fund your Account via ACH, physical delivery may not be available for 60 days from the time of your funds transfer.  All or part of any Buy Transaction(s) may be settled by requesting that we physically and promptly deliver precious metal to you. The delivery location may be any address to which insured physical delivery is possible by transportation carriers with whom we and the vault are able to contract. Any deliveries must be made directly to you at your registered address, or to your agent for the benefit of the same owner, or owners as your Account.  Shipping and handling fees are required to cover the costs of physical deliveries outside of the vault in a safe and secure manner. Shipping and handling fees are based on order size and delivery location and will be clearly disclosed before and after your order is placed.

Part 13. Allocation & Settlement Time 

When a Buy Transaction is executed, we will attempt to allocate unique Bar(s) or Bar Segment(s) for you within three (3) Business Days. When a Sell Transaction is executed we will attempt to settle them within three (3) Business Days as well. However, during periods of volatility in financial markets our ability to settle your order may be delayed in the event we are temporarily prevented from buying or selling physical metals in the wholesale market, or if we are not able to receive the proceeds from a purchase or sale in a timely manner. All attempts to allocate or settle precious metal transactions within three Business Days will be made on a “best efforts” basis; however, no guarantees can be made.

Part 14. Confirmation of Transactions

You do hereby agree to review all confirmations of transactions immediately upon receipt, whether delivered electronically, by postal mail, or otherwise. Further, you agree to notify us of any objection to the terms of a confirmation within two (2) Business Days after receipt of the confirmation. You understand and agree that we are entitled to treat the terms of the confirmation as accurate and conclusive unless you object within two (2) days of receipt. In all cases, we reserve the right to determine the validity of any objection. If you object to a transaction for any reason, you do hereby agree that you will attempt to limit any losses that may result from such a transaction. Further, you agree that unless you take such action to limit losses, you will bear sole responsibility for any and all further losses that may occur thereafter, even if the objection to the initial transaction is ultimately determined to be valid.  You hereby appoint us as your agent for the purpose of receiving delivery of any certificate, document of title, confirmation or other instrument evidencing that the quantity of precious metals has been delivered to a depository, or it is being and will continue to be held by the depository on your behalf (such certificate, document, confirmation or other instrument, a “Trade Confirmation”). As the appointed agent, we are authorized to receive and review all Trade Confirmations on behalf of you. You acknowledge that our receipt of any Trade Confirmations shall be deemed to be receipt by you for all purposes.  You agree that any Trade Confirmations delivered to us in our capacity as agent will be binding on you as if such Trade Confirmations had been delivered directly to you. You further authorize us to take any actions necessary to receive, review, and respond to Trade Confirmations in accordance with the instructions and the terms of this Agreement.

Part 15. Statements 

We will provide you with an electronic statement (“Statement”) at least quarterly. You agree to notify us promptly after receiving your Statement if you believe there is an error or unauthorized transaction displayed.  All Buy Transaction orders, open Buy Transactions, Sell Transactions, deliveries, cash deposits to, or withdrawals from your GoldMogul Cash Account, as well as any other applicable transactions made by you will be listed on your Statement.  We are entitled to treat the information contained in the Statement as accurate and conclusive unless you notify us within two (2) Business Days of receipt. It is further understood in all cases, that we reserve the right to determine the validity of any objection to information contained in the Statement.

Part 16. Data Recording

You understand and agree that when you use any of your Account features to conduct transactions, the information you enter and other information applicable to access the account will be recorded in an encrypted electronic database maintained by us, or by our representatives, and may also be recorded in secure paper files maintained by us, or by our agents. By using any of the Account’s features, you agree and consent to such recordings.

Part 17. Security 

To protect your privacy and assets, we may provide you with or ask you to select what we will refer to as “Security Credentials” when you open an Account with us. You are responsible for maintaining the confidentiality of your email address, passcode, fingerprint ID, password, and any other Security Credentials or methods used to secure your Account. You acknowledge that any action that involves sharing your Security Credentials with any other person or entity is done solely at your own risk. Handling your Security Credentials in a way that makes it possible for someone to use them without your permission automatically makes you exclusively responsible for any losses, damages, and other liabilities that result from that disclosure or mishandling. Any instructions or actions taken on your Account using your Security Credentials, including your email address, will be deemed to have been authorized by you. You hereby acknowledge your responsibility to take all necessary precautions to prevent unauthorized access to your Account and to notify us immediately in writing of any suspected or unauthorized use of your Account or any breach of security. We will not be held liable for any losses or damages arising from any unauthorized use of your Account, or failure to comply with the security requirements set forth in this Agreement.  We highly recommend that you utilize additional security options that are available on your Account, such as multi-factor authentication. By choosing to use them, you acknowledge that you are taking additional steps to protect your Account and agree to comply with any instructions that we provide regarding their use. We reserve the right to offer or activate any additional security protocols on your Account whenever we deem such measures necessary to protect your Account or assets.

Part 18. For Your Protection

Once your Account is opened and active, we reserve the right to contact you to obtain confirmation of any delivery order prior to processing it. However, we are not required to confirm any instruction that appears to have been made by you, and we won’t be held liable if we don’t contact you. We are not required to confirm the actual identity or authority of anyone who uses your electronic credentials, such as your username and password. You agree to always keep that information in a safe and secure location.  If you request physical delivery, you understand that when you do so, you bear all the risks associated with removing precious metals from the vault’s chain of custody. These risks include, but are not limited to the risk of damage, theft, or other losses after the vault’s liability for such losses ends with the transfer of precious metals to the custody of a transportation carrier.  For your security, and to comply with U.S. laws and regulations, if this is your first Account with us, we cannot open your Account until we have completed the process of verifying your identity and ensuring compliance with all applicable laws and regulations. We reserve the right to complete an identity verification process at any time to ensure compliance with all applicable laws and regulations and maintain the security of your Account.

Part 19. Disclosure of Account Information 

You understand and agree that we may disclose your name and/or information about your Account or your transactions, where necessary, to our agents and affiliates. We may also disclose such information to third parties in certain circumstances, including: (a) to the vault(s), to banks, and to other entities that are involved with the operation of your Account; (b) when it is reasonably requested by a third party to complete a transaction; or (c) if you give us your Permission.

Part 20. Closing Your Account 

We reserve the right to monitor all Account activity for inappropriate use. You understand and agree that we may block, disable, or close your Account at any time and for any reason. Any chargeback, ACH fraud, ACH rejection, non-sufficient funds (NSF) transaction, or any other fraudulent or unauthorized activity will be investigated and appropriate legal action will be taken against the responsible party. We reserve the right to reverse any and all transactions or transfers to your Account resulting from fraudulent or unauthorized activity.  To disable or delete your Account, you must send an email to our support team from the email address associated with your Account. Before sending your request, you must ensure that there is no cash balance or gold balance left in your Account, and no transfer or transaction setup for future execution.  Please note that according to IRS guidelines, we are required to retain tax information, such as transaction data and 1099 documents. If you are the owner of any precious metals holdings, prior to closing the Account, we will present you with one or more options for closing your Account, including Sell Transactions, physical delivery, as well as other potential options. In case you do not choose any of the options we offer prior to the date this Agreement is terminated, we may choose to execute Sell Transaction(s) in your Account and return the proceeds to you, less any accrued fees, via Check or Wire.  If you request your Account to be deleted and your Account meets any of the conditions below, we will disable your Account from further access and keep relevant data on file: (1) You have completed an ACH transfer (2) You have submitted a Buy Transaction, or (3) You have completed any action that generates a record that we are required to retain under all relevant laws and regulations. Once your Account is disabled, we will remove all front end access to GoldMogul. Nevertheless, if you specifically request them, we will be able to deliver tax documents and transaction data.

Part 21. Change of Terms 

We have the right to waive any of our rights under the Agreement with respect to any transaction without obligating ourselves to treat future transactions in the same way. You understand and agree that we may modify the Agreement, and add or delete provisions at any time. All changes and new provisions will be binding upon you and your Account as of their effective date. If we do make a change, we’ll let you know about it as required by law. We may change the Agreement without notice to you when necessary to conform to federal or state law. We reserve the right to terminate, change, discontinue or add products, functionality, account types or features at any time and within our sole discretion. By not closing and/or by continuing to use your Account, you confirm your agreement to abide by the updated Agreement, as amended from time to time. 

Part 22. Termination of Storage Agreements with the Vault or Depository

No matter how unlikely, if we or the vault initiate steps to terminate any storage agreements between us and the vault, then we will work diligently to make sure that your Account continues to function.  According to our agreements with the vaults, in order for us or the vault to terminate such agreements, the terminating party must give a “Termination Notice” to the other party at least thirty (30) days prior to any termination. Within five (5) Business Days from the time we become aware of the existence of such a Termination Notice, we will, to the extent possible, notify you about it by way of either telephone or email, or by postal mail.  Additionally, within ten (10) Business Days from the time we become aware of the existence of a Termination Notice. We will present you with one or more options called “Remedies” via email, postal mail, or telephone. The Remedies will be designed to allow your Account to continue to function. In case you do not choose any of the Remedies we offer within seven (7) calendar days of our offering them to you, we may do any of the following: (i) physically transfer to a different vault any precious metal allocated for you; (ii) exchange any precious metal allocated for delivery to you for an equivalent fine-ounce quantity of precious metal at a different vault; or (iii) execute Sell Transaction(s) in your Account.

Part 23. Notice of Loss & Liability 

In case of loss of, damage to, or destruction of any precious metal allocated for settlement to you that we store for you through your GoldMogul Account, we will work diligently to make sure that your Account is made whole, as quickly as possible by undertaking the following steps:  (1) We will follow the terms and conditions laid out in our agreement with the vault to obtain compensation for the affected Bars or their replacement. (2)  We will provide a best effort to notify you about the loss, damage, or destruction via email, postal mail, or telephone promptly from the time we discover the loss.  In case events outside of our control cause a loss of, damage to, or destruction of any precious metal allocated for you, we will not be liable for any delays in delivery, failure to deliver, or for other obligations with respect to such precious metal. In the agreement between us and the vault, the vault has agreed to provide replacement precious metal or to provide compensation for any loss or damage for which it is reasonably responsible, and in this scenario we will replace the precious metal allocated for you with the replacement precious metal and/or the pro-rata share of the compensation provided by the vault. Further, it is the agreement between us and the vault that defines the vault’s protections and liability in case of loss, damage, or destruction of the precious metals they store.

Part 24. Indemnity 

You agree to indemnify and hold harmless all Indemnified Parties from and against any Losses asserted by you or a third party arising out of or in relation to (i) an Indemnified Party acting on your instructions pursuant to this Agreement; (ii) any breach by you of the terms of this Agreement; and (iii) any claim asserted by any supervisory or regulatory authority and occurring due to any breach by you of applicable legislation, rules, regulations, or the provisions of this Agreement.  In the event that any proceedings are brought by or against any Indemnified Party in relation to instructions given or transactions made under this Agreement, you hereby agree to cooperate with us to the fullest extent possible in the defense or prosecution of such action or proceeding.  Notwithstanding anything else to the contrary contained in this Agreement, you agree that neither we, nor any of our affiliates or our respective directors, officers, employees, shareholders, partners, agents, third party broker-dealers, or third-party providers (“Indemnified Parties”) will be liable for the following:  (1) any losses, claims, actions, suits, proceedings, penalties, damages, liabilities, costs, lost data, trading losses or expenses of any nature or kind, including reasonable attorney’s fees (collectively, “Losses”), incurred by you, unless such losses are determined by an arbitrator or court of competent jurisdiction in a final non-appealable judgment to have resulted directly from our willful misconduct or gross negligence;   (2) any indirect, incidental, special or consequential Losses incurred by you, even if we were informed of the possibility of such losses, and regardless of the cause of action (including, but not limited to, loss of profits or revenue or failure to realize expected gains or savings or the avoidance of any losses or losses due to price or exchange rate fluctuations, inaccurate or incomplete settlement instructions, or delay in providing settlement instructions); or  (3) any Losses stemming from any third party failing to perform its obligations to you.  If any proceedings are brought by or against any Indemnified Party in relation to instructions given or transactions made under this Agreement, you agree to cooperate with us to the fullest extent possible in the defense or prosecution of such actions or proceedings.

Part 25. Trading Platforms 

You do hereby acknowledge that: (i) ) you authorize us to allow access to such trading system or platform to anyone using the appropriate Security Credentials and Access Devices with no further inquiry; (ii) possession or knowledge of Security Credentials and Access Devices by any person may result in that person being able to access such trading system or platform; (iii) access to any such trading system, or platform may be provided by way of Security Credentials such as login IDs and passwords, and other authentication devices such as electronic devices or code cards (“Access Devices”); (iv) you will be responsible for any such use of the trading system and platform whether you deem them authorized or unauthorized; and (v) you will be bound by the terms and conditions and disclaimers relating to such trading system or platform.  YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO ANY TRADING SYSTEM OR PLATFORM AND/OR DATA OR SERVICES ASSOCIATED WITH SAME SHALL BE PROVIDED BY US TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, IN RESPECT OF SUCH TRADING SYSTEM OR PLATFORM, THERE ARE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW, CUSTOM, USAGE OF TRADE, COURSE OF PERFORMANCE, COURSE OF DEALING OR OTHERWISE.  FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY OR ASSUME ANY LIABILITY REGARDING THE USE, COMPLETENESS, ACCURACY, TIMELINESS, AVAILABILITY, RELIABILITY, OR OPERATION OF THE TRADING SYSTEM OR PLATFORM OR THAT THE TRADING SYSTEM OR PLATFORM WILL BE ERROR FREE, FREE FROM DEFECTS OR VIRUSES, OPERATE WITHOUT INTERRUPTIONS, OR BE COMPATIBLE WITH OR FUNCTION ON YOUR COMPUTING DEVICES. WE DISCLAIM ANY RESPONSIBILITY FOR ANY LIABILITY THAT MAY ARISE OUT OF THE USE OF ANY TRADING SYSTEM OR PLATFORM BY YOU, INCLUDING WITHOUT LIMITATION, INTERRUPTIONS OF BUSINESS, DELAYS IN TRANSMISSIONS, THE SUSPENSION, TERMINATION OR INABILITY TO USE ALL OR PART OF THE TRADING SYSTEM OR PLATFORM, INACCURACY OR LOSS OF DATA, ANY FAULTS IN THE OPERATION OF THE TRADING SYSTEM OR PLATFORM, ANY FAILURE TO NOTIFY OR WARN YOU OF ANY TYPE OF MALFUNCTIONS IN THE TRADING SYSTEM OR PLATFORM OR A SYSTEM FAILURE.

Part 26. Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR VENDORS, OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY TRADING PLATFORM OR SYSTEM AND RELATED SERVICES OR DATA (COLLECTIVELY, THE “SOFTWARE”), INCLUDING BUT NOT LIMITED TO ANY GENERAL, PUNITIVE, INCIDENTAL SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ( TORT , CONTRACT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, OUR VENDORS’ LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL SUM OF THE FEES PAID BY YOU FOR THE LICENSE TO USE SUCH SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT BE APPLICABLE TO YOU.

Part 27. Processing and Execution of Electronic Transactions 

You understand and agree that we may choose to review your electronic orders or instructions manually before they are processed. This manual review may possibly result in a delay in execution. For electronic funds transfers and wires, this manual review may also delay when funds are paid or made available. For Buy or Sell Transaction orders, this delay may cause a difference between the execution price and the displayed quote at the time the order was entered.

Part 28. Intellectual Property 

You are hereby granted a personal, nonexclusive, non transferable license to use the trading platform software, subject to the terms and conditions of this Agreement, in machine-readable object code only, for the exclusive purpose of enabling you to enjoy the benefits of the services made available via our software. This is not a sale. This license may be terminated at any time, for any reason, or no reason, by you or us. All rights that are not expressly granted to you by this Agreement are hereby reserved by us and/or our vendors.  You agree not to: (i) license, sublicense, sell, resell, market, reproduce, transfer, assign, or distribute the Software (or any part thereof) in any way; (ii) copy, modify, or create derivative works of the Software; (iii) reverse engineer, disassemble, decompile, or translate the Software; or (iv) access the Software in order to build a directly competitive product or service. Further, you agree to use the services in accordance with any written policies as may be established by us from time to time as set forth, in any materials we communicate to you.  Upon termination you do hereby agree to immediately destroy all copies of any Software (defined below) which has been downloaded or is otherwise in your possession or control. You further acknowledge and agree that we and/or our vendors are the owners of all intellectual property  title, rights, and interest (including but not limited to trademarks, copyrights, trade secrets, and patent rights) in and to the technology solutions made available to you hereunder, including but not limited to any user interfaces, downloaded  programs, and other software, as well as any accompanying user documentation, and all subsequent copies, updates or versions thereof, regardless of the media or form in which they may exist (all of which we will collectively refer to as the “Software”). You understand and agree not to use the Software unless you have first accepted the Agreement. You agree not to take any action that jeopardizes any of the proprietary rights identified.

Part 29. Tax Identification Numbers 

Tax Identification Numbers (TINs), are handled in compliance with relevant regulations set forth by the Internal Revenue Service (IRS). A TIN is a unique identifier assigned by the IRS to individuals and businesses for tax reporting purposes, including Social Security Numbers (SSNs) for individuals and Employer Identification Numbers (EINs) for businesses.  The GoldMogul interface provides the necessary process for submitting taxpayer identification information, which will assist clients in providing the required information. We agree not to disclose TINs to any third party unless required by law. We will implement reasonable security measures to protect TINs from unauthorized access, alteration, or disclosure. As outlined by IRS regulations, the sale of a prepaid forward contract is a taxable event. When you choose to execute a Sell Transaction in your GoldMogul account, the gross proceeds will be reported to you and the IRS. It is the sole responsibility of the Client to provide an accurate and complete legal name and Tax Identification Number, during the GoldMogul account setup process. Under penalty of perjury, you hereby certify that the TIN you provide is correct. Failure to supply a valid legal name and Tax Identification number will result in a $50 penalty in accordance with Internal Revenue Code 6723; additionally, your account will be subject to backup withholding at a rate of 24% as prescribed by Treasury Regulation 31.3406. You are also required to notify us during the TIN solicitation process if you have been notified by the IRS that you are currently subject to backup withholding because you have previously failed to report all interest and dividends on your tax return.

Part 30. Tax and Investment Advice 

You agree to consult your own legal, tax, or investment advisor concerning risks of purchasing or owning precious metals, as well as tax law considerations potentially applicable to your specific transactions in precious metals. You understand that we do not provide legal, tax, or investment advice, or opinions on the benefits or shortcomings of purchasing or owning precious metals. You understand and agree not to consider any statement by our representatives to be legal, tax, or investment advice or opinions about any precious metals.

Part 31. Consent to Use of Data 

You understand and agree that our vendors may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of  product support, software updates, and other services (if any) related to the technology solutions made available to you hereunder. Additionally, our vendors may use this information, as long as it is in a form that does not personally identify you, to improve their products or to provide services or technologies.

Part 32. Data Across Borders 

You understand that our technology vendors transmit encrypted nonpublic personal information off-shore for error investigation, aggregation, and/or maintenance. Additionally, support services for our vendors’ disaster recovery providers may be conducted offshore and nonpublic personal information may be accessed while these services are performed. You hereby consent to the handling, storage and access of your nonpublic personal information for these necessary service purposes.

Part 33. Fiduciary Obligation 

You acknowledge and agree that we do not assume any fiduciary obligation on your behalf, which means that we do not act as your trustee, and we don’t assume any responsibility for your Account beyond our duty of “reasonable care.” You are therefore exclusively responsible for making your own investment decisions and determining the suitability of any particular investment or strategy. Clients are instructed to carefully consider their own applicable risk tolerance, objectives, and financial situation before making any investment decisions. We strongly recommend our Clients to consult with their own professional advisors regarding any legal, tax, or other matters related to their investments. We do not endorse or guarantee any particular strategy, and we do not make any representations or warranties regarding the accuracy, completeness, or reliability of any information or materials provided through our platform, technology, or services. Clients do hereby acknowledge and agree that any investment involves risk, and that past performance is not indicative of future results.

Part 34. Arbitration 

A three-step process is agreed to resolve disputes. The parties will first attempt through earnest discussion to resolve their differences, including providing notice of the dispute and involving appropriate persons or, as applicable, levels of management of both parties. Failing resolution, the parties will participate in mediation as administered by the American Arbitration Association. Failing resolution through mediation, any dispute will be settled by binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as then in effect, except as provided herein. Any arbitration or mediation will be held in Los Angeles, CA. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ABI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.  Any arbitration will be before a single arbitrator active in a state bar. Any arbitration award (“Underlying Award”) may be appealed pursuant to the American Arbitration Association’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Underlying Award must be, at a minimum, a reasoned award and shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within 30 days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any American Arbitration Association office. Any final arbitration award, whether underlying or appellate, may be entered in any court having jurisdiction thereof. The arbitrator will award only damages consistent with the damages limitations in this Agreement. No party, witness, or arbitrator may disclose the contents or results of any arbitration hereunder without the prior written consent of all parties, unless, and then only to the extent necessary, required to enforce or challenge the award, as required by law, or as necessary for financial reports, tax reports and audits. Notwithstanding this paragraph, either party may seek equitable relief from any court having jurisdiction to the extent necessary to prevent irreparable harm.

Part 35. Events Beyond Our Control 

You understand and agree that we will make all reasonable efforts to give you access to your Account and to provide current and complete Account information. However, you agree that we won’t be responsible for any interruption in service or loss caused by an event which is beyond our control, including, but not limited to, natural disasters, wars, riots, strikes, computer failure, terrorist acts or loss of power, communication, or transportation facilities. We also will not be responsible for any losses or damages, including direct damages, resulting from your use of the Account, unless such losses or damages are caused by our lack of good faith or failure to exercise our duty of reasonable care. Under no circumstances will we be responsible for indirect, special, punitive, or consequential losses or damages of any kind.

Part 36. Jury Trial Waiver 

Subject to applicable law, you and we each agree to waive the right to a trial before a jury.

Part 37. Attorney Fees 

In the event of a legal dispute, the party that loses must pay the winning party’s legal fees and expenses. 

Part 38. Notices and Other Communications 

We will forward to you any and all notices and other communications relating to your Account by sending such notices and other communications to the postal or electronic address you have specified. Such notices will be deemed to constitute good and effective delivery to you when sent by us whether or not actually or timely received or accessed, unless we receive actual notice to the contrary (by rejected email delivery notice, returned mail from the U.S. Postal Service or similar notifications).  Certain notices and communications may also be provided to you orally. Such notices left on an answering machine, or otherwise, will be deemed to have been delivered whether actually received or not. You waive all claims resulting from any failure to receive the notices and communications specified in this Part. Certain communications to be sent to multiple persons with the same last name at a single address may be satisfied by delivery of a single communication to that address.

Part 39. Miscellaneous 

This Agreement will continue in effect until terminated by either party upon thirty (30) calendar days’ written notice (except as otherwise provided in Part 22. “Termination of Storage Agreements with the Vault or Depository”). See Part 20. “Closing Your Account” for information about your rights in case we decide to close your Account.  No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement.  No term or provision of this Agreement will be deemed waived and no breach excused unless the waiver is in writing and signed by an authorized representative of the party claimed to have waived the condition or excused the breach (each such party a “Party” and together, the “Parties”.) Neither Party may create or incur any liability or obligation for, or on behalf of, the other Party, except as described in this Agreement. This Agreement is governed by, and shall be construed in accordance with, the laws of the State of California, except that any conflict of laws rule of that jurisdiction that may require reference to the laws of some other jurisdiction shall be disregarded.  This Agreement will be binding on the Parties and their successors and permitted assigns. You may not assign this Agreement without our consent. We may assign this Agreement without your written consent. You agree to pay all applicable federal, state and local taxes. If any term or provision of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be impaired or affected, and each other term and provision will continue in full force and effect and will be valid and enforceable to the maximum extent permitted by law.