Terms and Conditions

• “Account” means a client account established with the Company for purposes of purchasing, holding, and selling Commodities and managing associated funds.
• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
• “Applicable Law” means all applicable federal, state, and local statutes, rules, regulations, orders, and guidance of the United States, including without limitation anti-money laundering, sanctions, tax, and consumer protection obligations.
• “Authorized Representative” means any individual whom a Client has duly authorized in writing to act on its behalf in connection with an Account.
• “Business Day” means any day other than a Saturday, Sunday, or federal holiday in the United States.
• “Commodities” or “Commodity” means copper cathode and any other physical commodity made available for purchase, sale, storage, or delivery through the Platform from time to time, as determined by the Company in its sole discretion and as published on the Website.
• “Commercial Quantity” means the minimum deliverable unit for a given Commodity as defined by the Company and published on the Website from time to time (e.g., generally one pallet for industrial metals, which is approximately 2.5 metric tons for copper cathode).
• “Confidential Information” means non-public, proprietary, or sensitive information relating to the Company or its Clients, including without limitation Account details, transaction records, and pricing information.
• “Communications” means any notices, disclosures, statements, confirmations, reports, or other information provided by the Company to the Client by any means, including without limitation electronic transmission, email, posting to the Client’s Account portal, the Website, mobile application notification, or postal mail.
• “Fee Schedule” means the schedule of fees, charges, and rates applicable to the Services, as published on the Website and amended from time to time in accordance with this Agreement.
• “Force Majeure” means any act, event, or circumstance beyond the reasonable control of the Company, including without limitation natural disasters, acts of God, war, terrorism, civil commotion, epidemics, pandemics, labor disputes, power outages, internet or telecommunications failures, cyberattacks, governmental or regulatory actions, sanctions, embargoes, commodity market disruptions or suspensions, or disruptions to storage or transportation infrastructure.
• “Inactive Account” means an Account that has had no Client-initiated transaction or login activity for a continuous period of thirty-six (36) months.
• “Independent Inspection Firm” means a recognized, independent commodity inspection, testing, and verification company engaged by the Company to verify the quantity, quality, and condition of Commodities held at Storage Facilities.
• “Order” means a Purchase Order or Sale Order submitted by a Client.
• “Platform” means the Company’s systems through which Clients may access their Accounts and the Services, including the Website, any mobile application, and any other technology interface made available by the Company.
• “Purchase Order” means an instruction submitted by a Client to purchase Commodities.
• “Sale Order” means an instruction submitted by a Client to sell Commodities.
• “Service Provider” means any third party engaged by the Company to provide services in connection with the operation of the Platform, including without limitation storage providers, inspection firms, auditors, payment processors, banks, carriers, IT vendors, and compliance consultants.
• “Services” means all services provided by the Company under this Agreement, including without limitation the purchase, sale, custody, storage, and delivery of Commodities, and account administration.
• “Storage Facility” means any professional warehousing, logistics, or vault facility appointed by the Company to hold and safeguard Commodities on behalf of Clients.
• “Website” means the official website of Kilo Reserve, currently located at www.kiloreserve.com, or such other URL as the Company may designate from time to time.

2.1 Eligibility and Account Creation

• 2.1.1 Only individuals or legal entities with the legal capacity to enter into binding contracts under Applicable Law may open an Account. The Company may, at its sole discretion, accept or reject any application for any reason without obligation to disclose such reason.
• 2.1.2 To establish an Account, the Client must complete the application process on the Platform, provide accurate and complete information, and agree to this Agreement and all related policies, including the Privacy Policy and Important Notices published on the Website.

2.2 Identity Verification and KYC/AML Compliance

• 2.2.1 Clients are required to provide sufficient documentation and information to verify identity, residence, and source of funds in accordance with applicable anti-money laundering (“AML”) and know-your-customer (“KYC”) requirements. The Company may use third-party service providers to perform verification.
• 2.2.2 Failure to provide accurate or complete information, or to respond to requests for updated documentation, may result in denial, suspension, restriction, or termination of the Client’s Account.
• 2.2.3 By completing the application process and funding an Account, the Client confirms acceptance of all applicable Company policies.

2.3 Account Types

• 2.3.1 The Company may offer various account types as described on the Website. Unless otherwise specified, each Account is registered in the name of one natural person or one legal entity.

2.4 Account Security

• 2.4.1 Upon approval, the Client will be issued login credentials to access the Account. The Client agrees to maintain strict confidentiality of all credentials and not share them with any third party.
• 2.4.2 The Company may require multi-factor authentication or other security protocols. Clients are responsible for maintaining any devices or methods necessary for such authentication.
• 2.4.3 The Client is fully responsible for all activity conducted through the Account, whether authorized by the Client or not, unless directly caused by the Company’s gross negligence or willful misconduct.

2.5 Account Funding

• 2.5.1 Clients may fund their Accounts through approved methods as described on the Website, which may include wire transfer, ACH transfer, credit or debit card, or other methods supported by the Company. Each method may carry transaction fees, processing times, and limits as set forth in the Fee Schedule.
• 2.5.2 Funds are considered available for transactions only once cleared and settled. The Company reserves the right to delay the availability of funds to mitigate fraud or compliance risk.
• 2.5.3 The Company may refuse deposits from certain jurisdictions, institutions, or payment methods at its sole discretion.

2.6 Account Withdrawals

• 2.6.1 Clients may request withdrawal of available cash balances to a verified bank account in their name. Withdrawals will not be processed until all verification requirements are satisfied.
• 2.6.2 Withdrawal requests may take several Business Days to process. The Company may restrict withdrawals if funds are within a reversal or dispute period, if suspicious activity is detected, or if required by Applicable Law.

2.7 Account Maintenance and Communications

• 2.7.1 The Client agrees to maintain accurate and current information on file, including legal name, address, email address, telephone number, and tax information. Failure to update information may result in suspension or restriction of the Account.
• 2.7.2 The Company will provide Account statements and transaction confirmations electronically through the Platform. The Client is responsible for reviewing all statements and confirmations promptly and reporting any discrepancy within thirty (30) days of issuance.
• 2.7.3 By maintaining an Account, the Client consents to receive all Communications electronically, including without limitation via email, the Client’s Account portal, mobile application push notifications, text messages, and any other electronic means. Electronic Communications shall be deemed to satisfy any legal requirement that such Communications be in writing.

2.8 Account Suspension and Closure

• 2.8.1 The Company may suspend, restrict, or close any Account at any time if it suspects non-compliance, fraud, illegal activity, risk to the Company or its systems, or for any other reason in its sole discretion. During suspension, the Client may be unable to transact until the matter is resolved.
• 2.8.2 The Client may request closure of an Account at any time, subject to satisfying all outstanding obligations and fees as described in Article 11.
• 2.8.3 The Company may close any Account with thirty (30) days’ notice for any reason, or immediately if required by Applicable Law or to protect the Company, its Clients, or its systems.

2.9 Inactive Accounts

• 2.9.1 Accounts with no Client-initiated transaction or login activity for more than thirty-six (36) months may be deemed Inactive Accounts. The Company may charge reasonable dormancy fees and restrict activity on Inactive Accounts as described in Article 10.

2.10 Client Representations and Warranties

By opening and maintaining an Account, the Client represents and warrants at all times that:

• (a) all information provided is accurate, current, and complete;
• (b) the Client is acting on its own behalf and not on behalf of any undisclosed third party;
• (c) the Client will not use the Account for unlawful purposes, including money laundering, terrorist financing, sanctions evasion, or tax evasion;
• (d) the Client will comply with all Applicable Laws relevant to Account activity; and
• (e) the Client has the legal capacity and authority to enter into and perform its obligations under this Agreement.

3.1 Beneficial Ownership

• 3.1.1 All Commodities purchased through the Company are the property of the Client from the date of settlement. The Company does not acquire ownership rights in Client Commodities except to the extent of fees duly owed and deducted pursuant to this Agreement.
• 3.1.2 The Company acts as a facilitator, custodian, and record-keeper in respect of Client Commodities, arranging custody through approved Storage Facilities. External records maintained by suppliers, vaults, or counterparties may identify Kilo Reserve as the account holder of record. In such cases, Kilo Reserve holds the relevant assets in custody and for the exclusive benefit of its Clients, as reflected in its internal records.

3.2 Pooled Storage

• 3.2.1 Client Commodities are stored on a pooled, fungible basis within approved Storage Facilities. Each Client owns an undivided, pro-rata interest in the aggregate quantity of the applicable Commodity allocated to Clients, based on the Company’s daily reconciliations.
• 3.2.2 Clients may not demand allocation of specific individual units, plates, sheets, ingots, or other sub-units of a Commodity except where delivery of a full Commercial Quantity has been requested under Article 6.

3.3 Records of Ownership

• 3.3.1 Records maintained by the Company shall reflect the holdings of each Client as of each Business Day. The Company’s internal records shall be the authoritative record of Client beneficial ownership.
• 3.3.2 External records maintained by Storage Facilities, suppliers, or counterparties may identify the Company as the account holder of record. In all such cases, the Company holds the relevant Commodities for the exclusive benefit of its Clients.

3.4 Custody Controls and Verification

• 3.4.1 The Company conducts regular reconciliations of Client accounts with Storage Facility records to ensure accuracy of holdings.
• 3.4.2 The Company engages Independent Inspection Firms—being recognized, independent commodity inspection, testing, and verification companies with expertise in physical commodity assay, inventory verification, and quality control—to conduct periodic on-site inspections of Commodities held at Storage Facilities. Such inspections may include physical inventory counts, quality verification, weight confirmation, and serial number or lot reconciliation.
• 3.4.3 Summaries of verification results will be made available to Clients through the Platform.

3.5 Limitation of Liability for Custody

• 3.5.1 The Company shall not be liable for losses or damages resulting from acts or omissions of third-party Storage Facilities, carriers, or insurers, except to the extent caused directly by the Company’s gross negligence, fraud, or willful misconduct.
• 3.5.2 The Company disclaims any warranty of uninterrupted custody or error-free record-keeping, provided that commercially reasonable industry controls are maintained.
• 3.5.3 Clients acknowledge that custody of Commodities is subject to risks outside the Company’s control, including insolvency of a Storage Facility, governmental actions, market disruptions, or Force Majeure events.

4.1 General Principles

• 4.1.1 Clients may purchase or sell Commodities (a) through the Platform, or (b) by voice trade with the Company’s traders via telephone or other real-time communication channel expressly authorized by the Company. All such transactions are subject to this Agreement, Applicable Law, and the Company’s operating procedures in effect at the time of the transaction.
• 4.1.2 The Company acts as a facilitator and counterparty in connection with transactions. The Company does not provide investment advice, tax advice, legal advice, or any other form of advisory service. All trading and investment decisions are made solely by the Client, and the Client bears sole responsibility for evaluating the suitability and risk of each transaction.

4.2 Order Placement

• 4.2.1 Orders may be submitted through the Platform or by voice trade with the Company’s authorized traders. Voice trades are subject to the same terms, conditions, and binding effect as orders placed through the Platform.
• 4.2.2 Orders are binding once submitted and acknowledged by the Company. Orders may not be revoked, withdrawn, or amended except as expressly permitted by the Company in its sole discretion.
• 4.2.3 Orders are deemed executed upon confirmation by the Company, which will specify the Commodity, quantity, price, applicable fees, and settlement date.

4.3 Settlement

• 4.3.1 All transactions are settled in U.S. Dollars unless otherwise agreed in writing.
• 4.3.2 Clients must provide cleared funds prior to settlement for Purchase Orders to be fulfilled. Proceeds from Sale Orders will be credited to the Client’s Account once the underlying Commodity has been confirmed as available.
• 4.3.3 Settlement timelines are subject to banking system availability, holidays, and Force Majeure events.

4.4 Pricing and Spreads

• 4.4.1 Transaction pricing is based on prevailing market reference prices for the applicable Commodity, as determined by the Company in its discretion using reputable data sources and recognized benchmarks.
• 4.4.2 The Company applies a bid/ask spread to market prices. Spreads may vary depending on market conditions and are not fixed. Clients are shown the applicable buy and sell prices at the time of each transaction, and the spread is reflected in the difference between those prices. By placing an Order, the Client acknowledges and accepts the applicable spread.
• 4.4.3 In the event of a pricing error, system malfunction, or material market disruption, the Company reserves the right to cancel or adjust an affected Order. Clients will be notified promptly and may elect to proceed at the corrected price or cancel.

4.5 Minimums and Quantities

• 4.5.1 Minimum transaction values and quantities for each Commodity are as set forth on the Website and may be changed by the Company from time to time.
• 4.5.2 The Company reserves the right to reject Orders that are unusually large or complex, or that would materially disrupt operations, violate Applicable Law, or expose the Company to undue risk.

4.6 Restrictions on Orders

• 4.6.1 The Company may restrict, delay, or refuse to process any Order if it reasonably suspects fraud, money laundering, terrorist financing, market manipulation, sanctions violations, or any other violation of Applicable Law or Company policy.
• 4.6.2 The Company shall not be liable for losses or missed opportunities resulting from any restriction, delay, or refusal imposed for compliance, risk management, or operational reasons.

4.7 Cancelled Orders and Market Loss

• 4.7.1 If an Order is cancelled by the Client in breach of this Agreement, or by the Company due to the Client’s failure to perform, the Client shall be responsible for any resulting Market Loss (the difference between the locked-in transaction price and the prevailing market price at cancellation) plus any applicable cancellation fee as set forth in the Fee Schedule.
• 4.7.2 Any Market Gain resulting from a cancelled Order shall belong exclusively to the Company.

4.8 Client Responsibilities

• 4.8.1 Clients must review confirmations for all Orders and report any discrepancy within two (2) Business Days. Failure to do so constitutes acceptance of the transaction as final.
• 4.8.2 Clients bear all market risk associated with their Orders, including adverse price movements between submission and settlement.

5.1 General Principles

• 5.1.1 Commodities purchased through the Company are stored in professional Storage Facilities that meet the Company’s standards for security, environmental safety, and insurance.
• 5.1.2 Title to Commodities remains with the Client at all times, except where explicitly transferred pursuant to a Sale Order or as otherwise provided in this Agreement.
• 5.1.3 The Company acts solely as an agent to arrange for storage and to maintain records of ownership.

5.2 Selection and Oversight of Storage Facilities

• 5.2.1 Storage Facilities are selected by the Company based on their security infrastructure, insurance coverage, industry reputation, and compliance with applicable standards.
• 5.2.2 The Company may change or add Storage Facilities at its discretion, provided that Client ownership interests remain unaffected.

5.3 Insurance

• 5.3.1 The Company requires that all Storage Facilities it uses maintain commercially appropriate insurance coverage against risks customary in the commodity storage industry, including without limitation theft, fire, and physical loss.
• 5.3.2 Clients acknowledge that such insurance is maintained by the Storage Facilities (and not by the Company), is subject to policy terms, conditions, limitations, exclusions, deductibles, and coverage limits determined by the Storage Facilities and their insurers, and may not cover every conceivable risk.
• 5.3.3 The Company disclaims liability for losses outside the scope of such insurance, except to the extent caused directly by the Company’s gross negligence, fraud, or willful misconduct. The Company does not guarantee the adequacy, solvency, or claims-paying ability of any insurer.
• 5.3.4 The Company shall make information regarding the insurance arrangements maintained by its Storage Facilities available to Clients upon reasonable request.

5.4 Verification and Auditing

• 5.4.1 The Company engages Independent Inspection Firms to conduct periodic on-site inspections of Commodities stored at Storage Facilities, including physical inventory counts, quality verification, and reconciliation against the Company’s records.
• 5.4.2 Summaries of inspection results and audit findings are made available to Clients through the Platform.

5.5 Storage Fees

• 5.5.1 The Company charges storage fees for Commodities held in custody, calculated and charged in accordance with the Fee Schedule published on the Website.
• 5.5.2 Storage fees accrue daily and are billed in accordance with the billing cycle set forth in the Fee Schedule. Fees are deducted from the Client’s available cash balance, or if insufficient, charged to the payment method on file. If no payment method is accepted, the Company may liquidate a portion of the Client’s Commodity holdings at prevailing market rates to satisfy such fees.
• 5.5.3 Accounts are subject to a minimum monthly servicing fee as set forth in the Fee Schedule. If calculated storage fees for a given period are less than the applicable minimum, the Client will be charged the difference.

5.6 Limitations of Liability

• 5.6.1 The Company shall not be liable for losses arising from acts or omissions of Storage Facilities, carriers, or insurers, except where such loss arises directly from the Company’s gross negligence, fraud, or willful misconduct.
• 5.6.2 The Company makes no warranty as to uninterrupted or error-free storage services.

6.1 General Principles

• 6.1.1 Clients may request physical delivery of their Commodities in accordance with this Article. Physical delivery is available only in the Commercial Quantities defined by the Company for each Commodity (e.g., generally one pallet for industrial metals) as published on the Website.
• 6.1.2 No deliveries of partial Commercial Quantities, individual sub-units, or fractional units are permitted.
• 6.1.3 Clients may accumulate sufficient holdings over time to reach the applicable Commercial Quantity delivery threshold.

6.2 Delivery Process

• 6.2.1 Delivery requests must be submitted through the Platform or by other method authorized by the Company, specifying the Commodity, quantity, and the Client’s designated carrier or collection arrangements.
• 6.2.2 The Company may require identity verification, proof of authority, and additional documentation before processing any delivery request.
• 6.2.3 “Delivery” by the Company to the Client is effected by releasing the applicable Commodities to the Client’s designated carrier or authorized representative at the Storage Facility. The Company does not ship, transport, or deliver Commodities directly to Client locations. The Client is solely responsible for arranging and paying for all transportation, shipping, logistics, and related services from the Storage Facility.
• 6.2.4 At the Client’s request, the Company may, in its sole discretion, elect to assist with arranging shipment on the Client’s behalf. Any such assistance is provided as an accommodation only, and the Company shall have no liability for delays, losses, damages, or costs arising from transportation arranged at the Client’s request, whether or not the Company provided assistance.

6.3 Delivery Fees and Costs

• 6.3.1 All costs associated with delivery are payable by the Client, including without limitation Storage Facility handling charges, carrier or freight costs, insurance during transit, and any customs duties, tariffs, taxes, or governmental charges.
• 6.3.2 The Company will use reasonable efforts to provide an estimate of delivery-related costs in advance where practicable, but final costs may vary.
• 6.3.3 The Client must pre-fund estimated delivery costs before the Company will authorize release of Commodities from the Storage Facility.

6.4 Transfer of Risk

• 6.4.1 Risk of loss, damage, or destruction of Commodities transfers to the Client upon release of the Commodities to the Client’s designated carrier or authorized representative at the Storage Facility.
• 6.4.2 The Client is solely responsible for obtaining appropriate insurance coverage for Commodities in transit.
• 6.4.3 Once Commodities have been released from the Storage Facility pursuant to Client instructions, the Company is discharged from all further obligations or liabilities with respect to those Commodities.

6.5 Indemnification

• 6.5.1 The Client agrees to indemnify and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, and agents against any and all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to delivery, transportation, or collection of Commodities at the Client’s request.

7.1 General Fee Obligations

• 7.1.1 The Client agrees to pay all fees, costs, and expenses associated with the Account and the Services in accordance with this Agreement and the Fee Schedule published on the Website, as amended from time to time.
• 7.1.2 Fees are earned by the Company when incurred and are non-refundable except as expressly stated in this Agreement. Fees may be deducted automatically from the Client’s Account balances.
• 7.1.3 The Company reserves the right to liquidate Commodity or cash balances in a Client’s Account to satisfy unpaid fees, limited to the amount necessary to discharge the Client’s obligations.

7.2 Fee Categories

• 7.2.1 The Fee Schedule, as published on the Website, sets forth the applicable rates and amounts for all fees, including without limitation: storage fees, minimum monthly servicing fees, transaction spreads, delivery and handling fees, payment method processing fees, wire transfer fees, late fees, dormancy fees, and any other charges. All such fees are subject to change in accordance with Section 7.5.

7.3 Failed or Reversed Payments

• 7.3.1 If any payment is returned, reversed, dishonored, disputed, or otherwise fails to clear, the Company may, without limitation to its other rights: (a) lock, suspend, or restrict the Account; (b) reverse or rescind related transactions; and/or (c) liquidate Client assets to cover any resulting shortfalls, fees, and costs.
• 7.3.2 The Client shall remain liable for all resulting losses, costs, and expenses.

7.4 Late Fees and Interest

• 7.4.1 Any amounts owed by the Client under this Agreement that remain unpaid when due shall accrue interest at the lesser of (a) eighteen percent (18%) per annum, or (b) the maximum rate permitted by Applicable Law, calculated daily from the due date until paid in full.

7.5 Changes to Fees

• 7.5.1 The Company may revise the Fee Schedule from time to time in its sole discretion. Changes to fees will be published on the Website and will take effect no earlier than thirty (30) days following notice to Clients, except where immediate changes are required by Applicable Law or to address urgent compliance or operational concerns.
• 7.5.2 Continued use of the Services after the effective date of revised fees constitutes acceptance by the Client. If the Client does not accept revised fees, the Client may terminate this Agreement prior to the effective date of the change in accordance with Article 11.

7.6 Taxes and Governmental Charges

• 7.6.1 All fees and charges under this Agreement are exclusive of any and all taxes, levies, duties, tariffs, imposts, value-added taxes (VAT), sales taxes, use taxes, excise taxes, and other governmental charges of any nature (collectively, “Taxes”), whether now existing or hereafter enacted, and whether or not known, contemplated, or assessable at the time of any given transaction.
• 7.6.2 The Client is solely and exclusively responsible for the determination, reporting, and payment of all Taxes that may arise in connection with the purchase, sale, ownership, storage, delivery, or disposition of Commodities, the Client’s use of the Services, or any other activity under this Agreement. This obligation applies regardless of whether such Taxes are assessed on the Client directly or on the Company in connection with services provided to the Client.
• 7.6.3 The Company is not responsible for advising the Client on tax matters and does not provide tax advice of any kind. The Client is strongly encouraged to consult with an independent tax professional regarding the tax consequences of transactions and holdings.
• 7.6.4 The Company may, where required by Applicable Law, withhold or collect Taxes from Client transactions and remit them to the appropriate authority. Any such withholding or collection shall not reduce the Client’s liability for Taxes under this Section.

8.1 Price Risk

• 8.1.1 The prices of Commodities offered through the Platform can both rise and fall. Commodity markets are inherently volatile and subject to a wide range of unpredictable factors, including global supply and demand dynamics, currency fluctuations, geopolitical events, government policies, tariffs, sanctions, and macroeconomic conditions.
• 8.1.2 The Company makes no representation, warranty, or guarantee of any kind that any Client will achieve a profit, avoid a loss, or that any particular outcome will result from any transaction. Past performance of any Commodity is not indicative of future results.

8.2 No Advisory Services

• 8.2.1 The Company is not providing investment advice, tax advice, legal advice, financial planning, or any other form of advisory service. Nothing in this Agreement, on the Platform, in any Communication, or in any interaction with the Company’s personnel shall be construed as a recommendation, solicitation, or advice to buy, sell, hold, or otherwise transact in any Commodity.
• 8.2.2 All trading and investment decisions are the Client’s alone. The Client assumes full responsibility for evaluating the merits, risks, and suitability of each transaction in light of the Client’s own financial situation, investment objectives, risk tolerance, and tax circumstances.
• 8.2.3 The Client acknowledges that any market data, research, commentary, or educational materials provided by the Company are for informational purposes only and do not constitute personalized advice.

8.3 Regulatory Status

• 8.3.1 The Company is not a bank, broker-dealer, investment adviser, commodity pool operator, futures commission merchant, or registered commodity exchange. The Company is not registered with or supervised by the Securities and Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC), the Consumer Financial Protection Bureau (CFPB), the Financial Industry Regulatory Authority (FINRA), or any similar regulatory authority.
• 8.3.2 Account balances are not eligible for deposit insurance by the Federal Deposit Insurance Corporation (FDIC) or insurance by the Securities Investor Protection Corporation (SIPC).

8.4 Additional Risks

The Client acknowledges and accepts the following additional risks:

• (a) Liquidity Risk: While the Company offers buyback services, liquidity is not guaranteed and buy/sell spreads may vary.
• (b) Concentration Risk: Investment in a single Commodity or limited number of Commodities exposes the Client to concentration risk.
• (c) Regulatory Risk: Changes in laws, regulations, tariffs, trade policy, or governmental actions could adversely affect the Client’s ability to purchase, store, sell, or take delivery of Commodities.
• (d) Counterparty and Custodian Risk: The Client’s Commodities are held by third-party Storage Facilities, and the Company’s ability to perform is dependent on the performance of its Service Providers.
• (e) Technology Risk: The Platform may be subject to interruptions, delays, or failures.

9.1 General Limitation

• 9.1.1 To the maximum extent permitted by Applicable Law, the Company’s total aggregate liability to any Client for all claims, damages, losses, or expenses arising out of or relating to this Agreement, the Services, or any transaction, whether in contract, tort (including negligence), strict liability, statute, or otherwise, shall not exceed the lesser of: (a) the total fees actually paid by the Client to the Company during the twelve (12) months preceding the event giving rise to the claim; or (b) the market value of the Client’s holdings as recorded in the Company’s books at the time the cause of action arises.

9.2 Exclusion of Certain Damages

• 9.2.1 To the fullest extent permitted by Applicable Law, the Company shall not be liable for: (a) indirect, incidental, consequential, exemplary, punitive, or special damages of any kind; (b) loss of profits, revenue, business, goodwill, anticipated savings, or investment opportunities; (c) damages arising from fluctuations in Commodity prices; (d) damages caused by delays, errors, or interruptions in telecommunications, internet services, or third-party systems; (e) damages caused by acts or omissions of third-party Service Providers, provided the Company exercised reasonable diligence in their selection; (f) damages arising from cyberattacks, denial-of-service events, hacking, malware, or other malicious acts beyond the Company’s reasonable control; or (g) damages arising from the Client’s failure to comply with this Agreement.

9.3 Disclaimer of Warranties

• 9.3.1 THE SERVICES, THE PLATFORM, AND ALL RELATED CONTENT AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND COMPLETENESS.

9.4 Client Indemnification

• 9.4.1 The Client agrees to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or related to: (a) the Client’s breach of this Agreement; (b) violation of Applicable Law by the Client; (c) the Client’s use of the Services in a fraudulent, negligent, or unauthorized manner; (d) any tax liability, penalty, or assessment arising from the Client’s transactions or holdings; (e) third-party claims resulting from the Client’s actions or omissions; or (f) delivery, transportation, or collection of Commodities at the Client’s request.

9.5 Mitigation

• 9.5.1 The Client must take all reasonable steps to mitigate any loss or damage for which it may seek recovery from the Company. The Company shall have the right to cure any error or omission within a commercially reasonable time before liability is imposed.

9.6 Survival

• 9.6.1 The limitations of liability, disclaimers, and indemnification obligations in this Article shall survive termination of this Agreement and closure of the Client’s Account.

10.1 Governing Law

• 10.1.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York and the applicable federal laws of the United States, without giving effect to any choice of law or conflict of law provisions.

10.2 Binding Arbitration

• 10.2.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, the Services, or any transaction (a “Dispute”) shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
• 10.2.2 Arbitration shall be conducted before a single arbitrator with significant experience in financial services or commodities law. The seat of arbitration shall be New York, New York, and proceedings shall be in English.
• 10.2.3 Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.

10.3 Class Action Waiver

• 10.3.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY IN THE CLIENT’S INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, OR CONSOLIDATED ACTION. The Client expressly waives any right to participate in a class action or to consolidate claims with those of other clients.
• 10.3.2 If the class action waiver is found unenforceable as to a particular claim, that claim shall proceed in court while remaining claims continue in arbitration.

10.4 Equitable Relief

• 10.4.1 Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or equitable relief in a court of competent jurisdiction in New York County, New York, solely to prevent irreparable harm pending the outcome of arbitration.

10.5 Cost

• 10.5.1 Each party shall bear its own attorneys’ fees and costs unless otherwise required by Applicable Law or unless the arbitrator determines that a party has acted in bad faith, in which case the arbitrator may allocate fees accordingly.

10.6 Survival

• 10.6.1 This Article shall survive termination of this Agreement and closure of the Client’s Account.

11.1 Inactive Accounts

• 11.1.1 An Account shall be deemed Inactive if there has been no Client-initiated transaction or login activity for thirty-six (36) consecutive months, as determined by the Company’s records.

11.2 Dormancy Notices and Fees

• 11.2.1 Prior to reclassifying an Account as Inactive, the Company shall make reasonable efforts to notify the Client using the contact information on file.
• 11.2.2 The Company may impose dormancy fees on Inactive Accounts as set forth in the Fee Schedule.

11.3 Escheatment

• 11.3.1 If an Account remains Inactive beyond the statutory period prescribed by applicable unclaimed property laws, the Company may be required to transfer funds or liquidate assets and remit proceeds to the appropriate governmental authority.
• 11.3.2 The Company may liquidate Commodity holdings in Inactive Accounts into cash at prevailing market prices, net of applicable fees, to facilitate compliance with escheatment obligations. The Company shall have no liability for market losses or opportunity costs resulting from such liquidation.

11.4 Reactivation

• 11.4.1 A Client may reactivate an Inactive Account by logging in to the Platform and performing at least one transaction, subject to completion of any required verification updates.

12.1 Duration

• 12.1.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Article.

12.2 Termination by Client

• 12.2.1 The Client may terminate this Agreement at any time by providing notice to the Company through the Platform, by email, or by other Communication. Termination is subject to settlement of all outstanding obligations and fees.
• 12.2.2 Upon termination, the Client may elect to: (a) sell Commodity holdings and withdraw net cash proceeds; or (b) request physical delivery of Commodities in Commercial Quantities, subject to applicable fees and the terms of Article 6.
• 12.2.3 If the Client does not provide instructions within thirty (30) days of termination notice, the Company may liquidate holdings and remit net proceeds to the Client’s last known bank account or mailing address.

12.3 Termination by Company

• 12.3.1 The Company may terminate this Agreement without cause by providing at least thirty (30) days’ notice to the Client.
• 12.3.2 The Company may terminate immediately, without notice, if: (a) the Client breaches this Agreement or Applicable Law; (b) the Client provides false, misleading, or incomplete information; (c) the Client engages in fraud or other unlawful conduct; or (d) continuation of the relationship presents, in the Company’s sole determination, an unacceptable financial, legal, regulatory, or reputational risk.

12.4 Effect of Termination

• 12.4.1 Upon termination, the Client’s right to access the Services ceases immediately. The Client remains responsible for all fees, costs, and obligations incurred prior to termination.
• 12.4.2 The Company shall provide a final account statement within thirty (30) days following termination. Residual funds or assets shall be returned subject to deduction of fees, Taxes, and lawful withholdings.

12.5 Survival

• 12.5.1 Provisions relating to limitation of liability, indemnification, dispute resolution, ownership of Commodities, taxes, confidentiality, intellectual property, governing law, and any other provisions that by their nature should survive, shall survive termination of this Agreement.

13.1 Entire Agreement

• 13.1.1 This Agreement, together with all policies incorporated by reference (including the Privacy Policy, Fee Schedule, and Important Notices published on the Website), constitutes the entire agreement between the Client and the Company with respect to the Services and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written.

13.2 Amendments

• 13.2.1 The Company may amend this Agreement by providing at least thirty (30) days’ prior notice to the Client by any method of Communication. Continued use of the Services after the effective date of an amendment constitutes acceptance.
• 13.2.2 The Company reserves the right to implement immediate amendments without notice where required by Applicable Law or to address urgent compliance, security, or operational concerns.

13.3 Notices

• 13.3.1 All notices and Communications from the Company to the Client may be delivered by any means, including without limitation email, posting to the Client’s Account portal on the Platform, text message, mobile application notification, postal mail, or other electronic method. Notices are deemed delivered on the date sent or posted.
• 13.3.2 Notices from the Client to the Company may be submitted through the Platform, by email to the address specified on the Website, or by postal mail to the Company’s principal office. Notices to the Company are deemed received upon actual receipt.
• 13.3.3 The Client is responsible for ensuring that its contact details remain accurate and current at all times.

13.4 Right of Set-Off

• 13.4.1 To the fullest extent permitted by Applicable Law, the Company may set off or apply any funds or Commodities held in a Client’s Account against obligations owed by the Client, including unpaid fees, penalties, Taxes, or indemnities.

13.5 Assignment

• 13.5.1 The Company may assign or transfer its rights or obligations under this Agreement to an Affiliate or an authorized third party without the Client’s prior consent.
• 13.5.2 The Client may not assign or transfer any rights or obligations under this Agreement without prior written consent from the Company. Any attempted assignment in violation of this Section shall be null and void.

13.6 Force Majeure

• 13.6.1 The Company shall not be liable for any failure or delay in performance caused by a Force Majeure event. Obligations affected by a Force Majeure event shall be suspended for the duration and resume as soon as reasonably practicable.

13.7 Relationship of Parties

• 13.7.1 Nothing in this Agreement shall be construed as creating a fiduciary duty, partnership, joint venture, employment, or agency relationship between the Client and the Company, except as expressly provided. Each party is an independent contracting party.
• 13.7.2 The Company is not a fiduciary, trustee, or investment adviser to the Client.

13.8 Confidentiality

• 13.8.1 Each party shall maintain in strict confidence all Confidential Information disclosed in connection with this Agreement. The Company may share Confidential Information with Affiliates, Storage Facilities, Independent Inspection Firms, auditors, and authorized Service Providers solely for purposes of performing obligations under this Agreement.
• 13.8.2 Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which remain protected so long as they remain confidential.

13.9 Intellectual Property

• 13.9.1 All intellectual property rights in the Platform, Website, software, content, data, logos, and trademarks remain the exclusive property of the Company. Clients are granted a limited, revocable, non-transferable, non-sublicensable license to use the Platform solely for lawful Account activity.

13.10 Severability

• 13.10.1 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.

13.11 No Waiver

• 13.11.1 No failure or delay in exercising any right or remedy shall operate as a waiver thereof. A waiver of one provision or breach shall not constitute a waiver of any subsequent provision or breach. Waivers must be in writing to be binding.

13.12 Consumer Rights

• 13.12.1 Nothing in this Agreement shall be construed to waive any non-waivable rights afforded to Clients under applicable consumer protection laws.

13.13 No Third-Party Beneficiaries

• 13.13.1 This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and does not confer any rights on any third party.

13.14 Cumulative Remedies

• 13.14.1 The rights and remedies of the Company under this Agreement are cumulative and are in addition to, not in substitution for, any other rights or remedies available at law or in equity.

13.15 Headings and Interpretation

• 13.15.1 Headings are for convenience only and do not affect interpretation. References to “including” mean “including without limitation.” References to Articles and Sections refer to parts of this Agreement.

13.16 Electronic Acceptance

• 13.16.1 This Agreement may be accepted electronically. By clicking “I Agree,” “Accept,” or similar, or by opening and maintaining an Account, the Client acknowledges that it has read, understood, and agreed to be bound by this Agreement, as amended from time to time.
• 13.16.2 Such electronic acceptance has the same legal effect as a written signature, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and other Applicable Law.
• 13.16.3 The Company may maintain electronic records evidencing the Client’s acceptance, and such records shall be admissible as conclusive proof of agreement.