Terms and Conditions

Kilo Reserve logo

This Customer Agreement (the “Agreement”) is made and entered into as of the date of an account opening by the Company at the request of the client [Effective Date] (the “Effective Date”), by and between:

Kilo Reserve LLC, a North Carolina limited liability company, having its principal office at 7300 Carmel Executive Park Drive, Suite 310, Charlotte, North Carolina 28226 (the “Company,” “Kilo Reserve,” “we,” “our,” or “us”),

and

the individual or legal entity opening an account with the Company and accepting this Agreement electronically by clicking “I Agree” or otherwise accessing or using the Services (the “Client,” “you,” or “your”).

The Company and the Client are sometimes referred to collectively as the “Parties” and individually as a “Party.”

TABLE OF CONTENTS
Article 1 – Definitions
  • 1.1 Company and Affiliate Definitions
  • 1.2 Client and Account Definitions
  • 1.3 Transaction Definitions
  • 1.4 Asset and Custody Definitions
  • 1.5 Legal and Compliance Definitions
  • 1.6 Other General Definitions
Article 2 – Client Accounts
  • 2.1 Account Creation
  • 2.2 Account Types
  • 2.3 Account Security
  • 2.4 Account Funding
  • 2.5 Account Withdrawals
  • 2.6 Account Maintenance
  • 2.7 Account Suspension and Closure
  • 2.8 Inactive Accounts
  • 2.9 Client Representations and Warranties
Article 3 – Custody of Assets
  • 3.1 General Principles
  • 3.2 Ownership Records
  • 3.3 Segregation and Commingling
  • 3.4 Custody Controls
  • 3.5 Client Responsibilities
  • 3.6 Limitation of Liability
  • 3.7 Delivery and Withdrawal
Article 4 – Transactions (Buying and Selling)
  • 4.1 General Principles
  • 4.2 Order Placement
  • 4.3 Settlement of Transactions
  • 4.4 Minimums and Quantities
  • 4.5 Pricing and Spreads
  • 4.6 Restrictions on Orders
  • 4.7 Client Responsibilities
  • 4.8 Limitations of Liability
Article 5 – Storage of Assets
  • 5.1 General Principles
  • 5.2 Selection of Storage Facility Providers
  • 5.3 Storage Arrangements
  • 5.4 Insurance
  • 5.5 Custody Controls
  • 5.6 Client Rights
  • 5.7 Limitations of Liability
  • 5.8 Client Responsibilities
  • 5.9 Storage Fees
Article 6 – Delivery and Withdrawal of Assets
  • 6.1 General Principles
  • 6.2 Minimum Delivery Quantities
  • 6.3 Delivery Requests
  • 6.4 Delivery Fees and Costs
  • 6.5 Transfer of Risk
  • 6.6 Collection by Client
  • 6.7 Indemnification
  • 6.8 Limitations of Liability
Article 7 – Fees and Charges
  • 7.1 General Fee Obligations
  • 7.2 Storage Fees
  • 7.3 Transaction Fees
  • 7.4 Delivery Fees
  • 7.5 Payment Method Fees
  • 7.6 Penalties for Failed Payments
  • 7.7 Late Fees and Interest
  • 7.8 Taxes and Governmental Charges
  • 7.9 Changes to Fees
Article 8 – Limitation of Liability
  • 8.1 General Limitation
  • 8.2 Exclusion of Certain Damages
  • 8.3 Ownership and Custody Records
  • 8.4 Insurance and Coverage
  • 8.5 Statements and Reporting
  • 8.6 Mitigation and Indemnity
  • 8.7 Survival
Article 9 – Dispute Resolution
  • 9.1 Governing Law
  • 9.2 Mandatory Arbitration
  • 9.3 Scope of Arbitration Agreement
  • 9.4 Class Action Waiver
  • 9.5 Equitable Relief
  • 9.6 Costs of Arbitration
  • 9.7 Final and Binding Award
  • 9.8 Survival
Article 10 – Inactive Accounts and Escheatment
  • 10.1 Definition of Inactive Account
  • 10.2 Dormancy Notices
  • 10.3 Escheatment and Unclaimed Property Laws
  • 10.4 Metal Holdings in Inactive Accounts
  • 10.5 Service Charges for Inactive Accounts
  • 10.6 Reactivation of Accounts
  • 10.7 Survival of Ownership Rights
  • 10.8 Disclosure to Clients
Article 11 – Termination of Agreement
  • 11.1 Duration
  • 11.2 Termination by Client
  • 11.3 Termination by Company Without Cause
  • 11.4 Immediate Termination by Company for Cause
  • 11.5 Effect of Termination
  • 11.6 Final Settlement
  • 11.7 No Waiver of Rights
Article 12 – General Provisions
  • 12.1 Entire Agreement
  • 12.2 Amendments
  • 12.3 Right of Set-Off
  • 12.4 Assignment
  • 12.5 Force Majeure
  • 12.6 Consumer Rights and Regulatory Alignment
  • 12.7 Notices
  • 12.8 No Waiver
  • 12.9 Severability
  • 12.10 Relationship of Parties
  • 12.11 Survival
  • 12.12 Headings and Interpretation
  • 12.13 Execution and Electronic Acceptance
  • 12.14 Tax Reporting
Article 13 – Miscellaneous and Interpretation
  • 13.1 Order of Precedence
  • 13.2 Governing Standards
  • 13.3 No Waiver of Mandatory Law
  • 13.4 Relationship of the Parties
  • 13.5 Confidentiality
  • 13.6 Intellectual Property
  • 13.7 Public Statements
  • 13.8 Severability
  • 13.9 Successors and Assigns

ARTICLE 1 – DEFINITIONS

For purposes of this Agreement, unless otherwise expressly stated or the context requires otherwise, the following terms shall have the meanings set forth below. These definitions are intended to provide clarity, consistency, and transparency to the Client’s relationship with Kilo Reserve. Each defined term shall apply equally to the singular and plural forms.

1.1 Company and Affiliate Definitions

  • “Kilo Reserve,” “Company,” “we,” “our,” or “us” means Kilo Reserve LLC, a North Carolina limited liability company, together with its successors, permitted assigns, officers, directors, employees, contractors, agents, and affiliates.
  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Kilo Reserve.
  • “Service Provider” means any third party engaged by Kilo Reserve to provide services in connection with the operation of the Platform, including but not limited to custodians, auditors, storage providers, insurers, payment processors, IT vendors, and compliance consultants.
  • “Storage Facility” means a professional warehousing and logistics provider, such as a recognized commodities storage operator, appointed by Kilo Reserve to hold and safeguard copper cathodes on behalf of Clients.
  • “Independent Auditor” means an external, nationally recognized accounting or auditing firm engaged by Kilo Reserve to conduct annual verification of copper inventory and related financial reconciliations.

1.2 Client and Account Definitions

  • “Client,” “you,” or “your” means an individual, corporation, partnership, trust, or other legal entity that has opened an Account with Kilo Reserve and agreed to be bound by this Agreement.
  • “Authorized Representative” means any individual whom a Client has duly authorized in writing to act on its behalf in connection with an Account.
  • “Account” means a client account established with Kilo Reserve for purposes of purchasing, holding, and selling copper cathodes and managing associated funds.
  • “Inactive Account” means an Account that has had no login activity or transaction activity for a period of thirty-six (36) months.

1.3 Transaction Definitions

  • “Purchase” or “Purchase Order” means an order placed by a Client to acquire copper cathodes through the Kilo Reserve Platform, whether funded by wire, ACH, card, or other accepted payment method, acknowledged by the Company through a written confirmation within three (3) Business Days.
  • “Sale” or “Sale Order” means an order placed by a Client to sell copper cathodes held in custody with Kilo Reserve, acknowledged by the Company through a written confirmation within three (3) Business Days.
  • “Minimum Order” means the minimum purchase requirement of one hundred U.S. dollars (USD $100) or greater for each Purchase Order.
  • “Delivery” means the physical withdrawal of copper cathodes from a Storage Facility, in accordance with this Agreement.
  • “Settlement Date” means the date on which funds are credited or debited in connection with a Purchase or Sale Order.
  • “Market Loss” means the financial loss incurred if a confirmed Purchase Order or Sale Order is canceled, calculated as the difference between the locked-in transaction price and the prevailing market price at cancellation.
  • “Market Gain” means the financial gain realized if a confirmed Purchase Order or Sale Order is canceled, calculated as the difference between the prevailing market price at cancellation and the original locked-in transaction price. Any Market Gain belongs exclusively to Kilo Reserve.

1.4 Asset and Custody Definitions

  • “Copper Cathode” means high-grade copper meeting international specifications for cathode purity (typically 99.99%), traded in full pallets as the deliverable unit.
  • “Pallet” means the standard deliverable quantity of copper cathode eligible for physical delivery from a Storage Facility. Clients may only take delivery in pallet increments.
  • “Custody” means the arrangement by which copper purchased by Clients is stored and safeguarded by a Storage Facility appointed by Kilo Reserve, with Kilo Reserve recorded as the owner of record for administrative purposes, while beneficial ownership remains with the Client.
  • “Segregated Funds” means Client funds deposited with Kilo Reserve for purposes of settlement, which are maintained in pooled bank accounts segregated from the operating accounts of Kilo Reserve.
  • “Insurance” means customary commercial insurance coverage provided by the Storage Facility or its insurers against risks of theft, fire, and physical loss of copper inventory.

1.5 Legal and Compliance Definitions

  • “Applicable Law” means all U.S. federal, state, and local statutes, rules, regulations, and guidance, including but not limited to anti-money laundering and sanctions obligations.
  • “AML/KYC” means anti-money laundering and know-your-customer requirements under U.S. law, including the Bank Secrecy Act, the USA PATRIOT Act, and related regulatory guidance, and any reasonable requirements implemented by the Company to comply with Applicable Law and manage risk.
  • “Tax Reporting” means reporting by Kilo Reserve to the Internal Revenue Service (IRS) or other relevant authority, including but not limited to Form 1099-B for reportable transactions.
  • “Arbitration” means binding dispute resolution conducted under the rules of the American Arbitration Association (AAA) or similar arbitral body, as specified in this Agreement.
  • “Force Majeure” means any act, event, or circumstance beyond the reasonable control of Kilo Reserve, including but not limited to natural disasters, acts of war, terrorism, civil commotion, labor disputes, power outages, internet failures, cyberattacks, or regulatory actions.

1.6 Other General Definitions

  • “Business Day” means any day other than a Saturday, Sunday, or banking or other holiday observed by a financial institution or Storage Facility used by the Company.
  • “Website” means the official website of Kilo Reserve, currently www.kiloreserve.com, through which Clients may access their Accounts and services.
  • “Mobile Application” means any authorized Kilo Reserve mobile application providing Account access.
  • “Confidential Information” means non-public, proprietary, or sensitive information relating to Kilo Reserve or its Clients, including but not limited to Account details, transaction records, and pricing information.
  • “Communications” means any notices, disclosures, statements, or confirmations provided electronically or in writing by Kilo Reserve to the Client.

ARTICLE 2 CLIENT ACCOUNTS

2.1 Account Creation

  • 2.1.1. Eligibility. Only individuals or legal entities with the legal capacity to enter into binding contracts may open an account (“Client Account”) with Kilo Reserve. Clients must be at least 18 years of age, or the age of majority in their jurisdiction, whichever is greater.
  • 2.1.2. Application Process. To establish a Client Account, you must complete the application process on the Kilo Reserve platform, provide accurate and complete information, and agree to these Terms and Conditions and all related policies. We may, at our sole discretion, accept or reject any application for any reason without obligation to disclose such reason.
  • 2.1.3. Identity Verification and KYC/AML Compliance. 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”) obligations. We may use third-party service providers to perform verification checks. Failure to provide accurate or complete information may result in denial, suspension, or termination of your Client Account. By completing the application process and funding an Account, the Client confirms acceptance of all applicable Company policies, including the Privacy Policy and Important Notices.
  • 2.1.4. Ongoing Verification. Kilo Reserve may request updated documents or additional verification at any time during the lifecycle of your Client Account. Your account may be locked or suspended until satisfactory information is provided.

2.2 Account Types

  • 2.2.1. Individual Accounts. An Individual Account is registered in the name of one natural person and may only be used by that person.
  • 2.2.2 Entity Accounts. A legal entity (including corporations, limited liability companies, partnerships, and trusts) may open an Account through an Authorized Representative who certifies authority to act on the entity’s behalf. Kilo Reserve may require additional documentation (e.g., organizational documents, resolutions, or EIN verification).

2.3 Account Security

  • 2.3.1. Login Credentials. Upon approval, you will be issued login credentials, including a username and password, to access your Client Account. You agree to maintain strict confidentiality of your credentials and not share them with any third party.
  • 2.3.2. Two-Factor Authentication. Kilo Reserve may require the use of two-factor authentication (“2FA”) for additional account security. Clients are responsible for maintaining any devices or methods necessary for 2FA access.
  • 2.3.3. Responsibility. You are fully responsible for all activity conducted through your Client Account, whether authorized by you or not, unless directly caused by Kilo Reserve’s gross negligence or willful misconduct.

2.4 Account Funding

  • 2.4.1. Minimums. The minimum purchase of copper or related products is $100, unless otherwise specified.
  • 2.4.2. Methods. Clients may fund their account through approved methods such as wire transfer, ACH transfer, or other payment methods supported by Kilo Reserve. Certain methods may carry transaction fees or limits.
  • 2.4.3. Settlement and Availability. Funds are considered available for transactions only once cleared and settled by Kilo Reserve’s banking partners. We reserve the right to delay availability of funds to mitigate fraud or compliance risk.
  • 2.4.4. Restrictions. Kilo Reserve may refuse deposits from certain jurisdictions, institutions, or payment methods at its discretion.

2.5 Account Withdrawals

  • 2.5.1. Procedures. Clients may request withdrawal of cash balances to a verified bank account in their name. Withdrawals will not be processed until all verification requirements are satisfied.
  • 2.5.2. Timing. Withdrawal requests may take several business days to process depending on banking systems, compliance checks, and funding method used.
  • 2.5.3. Restrictions. We may restrict withdrawals if funds are within a reversal or dispute period, if suspicious activity is detected, or if required by law.

2.6 Account Maintenance

  • 2.6.1. Client Information. You agree to maintain accurate and current information on your Client Account, including legal name, residential address, email address, phone number, and tax information. Failure to update information may result in suspension.
  • 2.6.2. Statements and Records. Kilo Reserve will provide account statements electronically through the platform. You are responsible for reviewing these statements promptly and reporting discrepancies within three (3) calendar days.
  • 2.6.3. Communications. By maintaining a Client Account, you consent to receive notices and communications electronically through the platform, email, or other digital methods.
  • 2.6.4. Minimum Servicing Fee. Clients acknowledge that all Accounts are subject to a minimum servicing fee of USD $5.00 per month as described in Article 7.2(e).
  • 2.6.5. Taxpayer Information and Authorization. Client shall provide a valid taxpayer identification number and related certifications (e.g., IRS Form W-9 or W-8) and authorizes the Company and its Service Providers—including data integrators such as Plaid and tax-form processors—to collect, verify, use, and share such taxpayer information as reasonably necessary to prepare, file, and deliver required tax information returns (including IRS Form 1099-B) and any related reporting.

2.7 Account Suspension and Closure

  • 2.7.1. Suspension by Kilo Reserve. We may suspend or restrict your account at any time if we suspect non-compliance, fraud, illegal activity, or risk to our systems. During suspension, you may be unable to transact until the matter is resolved.
  • 2.7.2. Closure by Client. You may request closure of your Client Account at any time, subject to satisfying outstanding obligations and fees.
  • 2.7.3. Closure by Kilo Reserve. We may close your Client Account with 30 days’ notice for any reason, or immediately if required by law, regulation, or to protect Kilo Reserve and other Clients.

2.8 Inactive Accounts

  • 2.8.1. Definition. Accounts with no login or transaction activity for more than 36 months may be deemed “Inactive Accounts.”
  • 2.8.2. Fees. We will charge our customary service fees on Inactive Accounts to cover costs of maintaining custody. [Accounts with negative balances will automatically be closed]
  • 2.8.3. Abandoned Property. After a prescribed dormancy period under applicable state law, assets in Inactive Accounts may be subject to escheatment and turned over to the state.

2.9 Client Representations and Warranties

By opening and maintaining a Client Account, you represent and warrant at all times that:
  • All information provided is accurate, current, and complete.
  • You are acting on your own behalf and not on behalf of any undisclosed third party.
  • You will not use your account for unlawful purposes, including money laundering, terrorist financing, or sanctions evasion.
  • You will comply with all applicable laws and regulations relevant to your account activity.

ARTICLE 3 CUSTODY OF ASSETS

3.1 General Principles

  • 3.1.1 All copper and other metals purchased through Kilo Reserve are the property of the Client. The Company does not acquire ownership rights in Client metals except to the extent of fees duly owed and deducted pursuant to this Agreement.
  • 3.1.2 The Company acts as a facilitator and record-keeper in respect of Client assets, arranging custody through approved storage facilities (each, a “Storage Facility” or “Storage Facility”).
  • 3.1.3 Records maintained by the Company shall reflect the holdings of each Client as of each Business Day, based on reconciliations with suppliers and storage providers.

3.2 Ownership Records

  • 3.2.1 All copper cathode purchased by Clients is the property of the Client upon settlement of the purchase price and allocation of the copper to the Client’s Account. Kilo Reserve does not acquire ownership of such Client assets, except as necessary to deduct fees duly owed under this Agreement.
  • 3.2.2 If copper is acquired by Kilo Reserve in pallet increments and only a portion of that pallet is sold to Clients, then:
    • (a) the portion sold to Clients is beneficially owned by those Clients; and
    • (b) the unsold portion remains the property of Kilo Reserve until allocated to Clients in subsequent transactions.
  • 3.2.3 Similarly, all uninvested cash balances held in Client Accounts are the property of Clients. Cash becomes the property of Kilo Reserve only when received as consideration for copper sold or as payment of fees, costs, or charges expressly provided for in this Agreement.
  • 3.2.4 External records maintained by suppliers, storage facilities, or counterparties may identify Kilo Reserve as the account holder of record. In such cases, Kilo Reserve holds the relevant assets for the exclusive benefit of its Clients, as reflected in its internal records.
  • 3.2.5 Nothing in this Agreement shall be construed to diminish or transfer Client beneficial ownership rights in copper or cash, except as expressly provided herein.

3.3 Segregation and Commingling

  • 3.3.1 Client metals are stored on a pooled, fungible basis within approved storage facilities. Each Client owns an undivided, pro-rata interest in the aggregate quantity of copper allocated to Clients, based on Kilo Reserve’s daily reconciliations.
  • 3.3.2 Client cash balances are also pooled in one or more segregated bank accounts maintained for the benefit of Clients. These funds are legally distinct from Kilo Reserve’s operating accounts and may not be used for Company operating expenses.
  • 3.3.3 For operational efficiency, Kilo Reserve may hold its own copper inventory (including unsold pallet portions) and company funds alongside Client assets in separate records. At no time, however, shall Company-owned assets be treated as Client assets or vice versa.
  • 3.3.4 Clients may not demand allocation of specific cathode sheets, bars, or pallet fractions except where delivery of a full pallet is requested under Article 6.

3.4 Custody Controls

  • 3.4.1 The Company conducts frequent reconciliations of Client accounts with supplier and Storage Facility records.
  • 3.4.2 Independent third-party audits shall be performed at least annually to confirm the accuracy of holdings and custody arrangements. Audit summaries will be made available to Clients on a quarterly basis.
  • 3.4.3 The Company maintains customary insurance coverage through its Storage Facility providers for loss or theft of stored metals. Coverage limits and scope are determined by the Storage Facility providers, and Clients acknowledge such insurance may be subject to exclusions, limitations, or deductibles.

3.5 Client Responsibilities

  • 3.5.1 Clients are responsible for reviewing their account statements and promptly reporting any discrepancies.
  • 3.5.2 Any claim relating to discrepancies in records must be submitted within thirty (30) days of issuance of the relevant account statement.
  • 3.5.3 Clients acknowledge that custody of metals is subject to risks outside the Company’s control, including insolvency of a Storage Facility, governmental actions, or Force Majeure events.

3.6 Limitation of Liability

  • 3.6.1 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.
  • 3.6.2 The Company disclaims any warranty of uninterrupted custody or error-free record-keeping, provided that customary industry controls, reconciliations, and audits are maintained.
  • 3.6.3 The total liability of the Company for any custody-related claim shall not exceed the lesser of (a) the market value of the disputed metals at the time of the claim, or (b) Ten Million U.S. Dollars ($10,000,000), consistent with the Company’s insurance coverage.

3.7 Delivery and Withdrawal

  • 3.7.1 Custody arrangements are subject to delivery restrictions set forth in Article 6.
  • 3.7.2 Clients may not withdraw or demand custody of less than one full pallet of copper cathode. Requests for delivery must comply with all fees, taxes, duties, and conditions imposed by the Storage Facility or carrier.

ARTICLE 4 TRANSACTIONS (BUYING AND SELLING)

4.1 General Principles

  • 4.1.1 Clients may purchase or sell copper cathode through the Company’s platform or by other means 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 facilitator and record-keeper in connection with transactions but does not provide investment, tax, or legal advice. Clients are solely responsible for evaluating the suitability of any transaction.

4.2 Order Placement

  • 4.2.1 A “Purchase Order” or “Sale Order” (each, an “Order”) is an instruction submitted by the Client through the Company’s systems or by other authorized means to buy or sell copper cathode.
  • 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 discretion.
  • 4.2.3 Orders are deemed executed upon confirmation by the Company, which will specify the quantity, price, applicable fees, and settlement date.

4.3 Settlement of Transactions

  • 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 the settlement date in order for a Purchase Order to be fulfilled.
  • 4.3.3 Proceeds from Sale Orders will be credited to the Client’s account once the underlying copper has been confirmed as available and transferable.
  • 4.3.4 Settlement timelines are subject to banking system availability, national holidays, and Force Majeure events.

4.4 Minimums and Quantities

  • 4.4.1 Clients may purchase or sell any amount of copper cathode, subject to a minimum transaction value of One Hundred U.S. Dollars ($100).
  • 4.4.2 Clients may not demand physical delivery of less than one full pallet of copper cathode (see Article 7).
  • 4.4.3 The Company reserves the right to reject unusually large or complex Orders if fulfillment would materially disrupt operations, violate applicable law, or expose the Company to undue risk.

4.5 Pricing and Spreads

  • 4.5.1 Transaction pricing is based on prevailing market quotes for copper cathode, as determined by the Company in its discretion using reputable data sources.
  • 4.5.2 The Company applies a bid/ask spread to market prices in order to cover operational and transaction costs. Because spreads may vary depending on prevailing market conditions, they are not fixed or published in the fee schedule. Instead, Clients are shown the current buy price and sell price for copper cathode at the time of each transaction, and the difference between those prices represents the spread. By placing a Purchase or Sale Order, the Client acknowledges and accepts the applicable spread reflected in the quoted prices.
  • 4.5.3 In the event of a pricing error, the Company reserves the right to cancel or adjust an Order to reflect the correct market price. Clients will be notified promptly and may elect to proceed or cancel.
  • 4.5.4 The Company disclaims liability for losses resulting from pricing errors, market volatility, or disruptions outside its control.

4.6 Restrictions on Orders

  • 4.6.1 The Company may restrict, delay, or refuse to process any Order if it reasonably suspects (a) fraud, (b) money laundering, (c) terrorist financing, (d) market manipulation, or (e) any violation of law or Company policy.
  • 4.6.2 The Company is not liable for losses or missed opportunities resulting from restrictions or delays imposed for compliance or risk management purposes.

4.7 Client Responsibilities

  • 4.7.1 Clients must review confirmations for all Orders and promptly report any discrepancies. Failure to notify the Company within two (2) Business Days constitutes acceptance of the transaction as final.
  • 4.7.2 Clients bear all market risk associated with Orders, including adverse price movements between submission and settlement.
  • 4.7.3 Clients are responsible for ensuring that they have sufficient cleared funds or available copper in their account to support any transaction.

4.8 Limitations of Liability

  • 4.8.1 The Company is not responsible for (a) delays, failures, or interruptions in telecommunications, internet services, or third-party systems; (b) market volatility or disruptions; or (c) loss of profits or consequential damages arising from any transaction.
  • 4.8.2 The Company’s liability for any transaction-related claim is limited to the lesser of (a) the fees paid by the Client for the disputed transaction, or (b) the market value of the disputed copper cathode at the time of the claim.

ARTICLE 5 STORAGE OF ASSETS

5.1 General Principles

  • 5.1.1 Copper cathode purchased through the Company is stored in specialized facilities (each, a “Vault” or “Storage Facility”) that meet industry standards for security, environmental safety, and insurance.
  • 5.1.2 Title to the copper remains with the Client at all times, except where explicitly transferred pursuant to a Sale Order.
  • 5.1.3 The Company acts solely as an agent to arrange for storage and to maintain records of ownership. The Company does not own Client metals, and its role is limited to coordinating with Storage Facility providers.

5.2 Selection of Storage Facility Providers

  • 5.2.1 The Company maintains relationships with one or more Storage facilities approved for the storage of copper cathode.
  • 5.2.2 Storage Facility providers are selected based on their security infrastructure, insurance coverage, industry reputation, and compliance with applicable laws and standards.
  • 5.2.3 The Company may change or add Storage Facility providers at its discretion, provided that Client ownership interests remain unaffected.

5.3 Storage Arrangements

  • 5.3.1 Copper cathode is generally stored on a pooled, fungible basis. Each Client owns an undivided interest in the aggregate copper cathode held in the Storage facilities, except where delivery of full pallets has been requested.
  • 5.3.2 Clients acknowledge that specific cathode plates are not individually identified or assigned, except in cases of pallet delivery.
  • 5.3.3 Storage Facilities maintain records that may identify Kilo Reserve as the customer of record. Internally, the Company maintains detailed reconciliations that allocate beneficial ownership to each Client.

5.4 Insurance

  • 5.4.1 Storage Facilities are required to maintain insurance policies that provide coverage against theft, fire, and other customary risks of loss.
  • 5.4.2 Clients acknowledge that insurance coverage is subject to exclusions, limitations, and deductibles, and may not cover every conceivable risk.
  • 5.4.3 The Company disclaims liability for losses outside the scope of such insurance, except to the extent caused directly by its gross negligence, fraud, or willful misconduct.

5.5 Custody Controls

  • 5.5.1 The Company conducts frequent reconciliations of its records against Storage Facility reports to ensure accuracy.
  • 5.5.2 The Company commissions independent third-party audits at least annually to verify Client holdings. Summaries of such audits are made available to Clients on a quarterly basis.
  • 5.5.3 The Company strives to maintain all Client metals free from liens, encumbrances, or pledges, except where expressly authorized by the Client.

5.6 Client Rights

  • 5.6.1 Clients retain full beneficial ownership of their copper at all times.
  • 5.6.2 Clients may request delivery of their copper in accordance with Article 7, subject to pallet minimums and payment of applicable fees.
  • 5.6.3 Clients are entitled to receive periodic account statements summarizing the quantity of copper allocated to them.

5.7 Limitations of Liability

  • 5.7.1 The Company shall not be liable for losses arising from acts or omissions of Storage Facility providers, carriers, or insurers, except where such loss arises directly from the Company’s gross negligence, fraud, or willful misconduct.
  • 5.7.2 The Company makes no warranty as to uninterrupted or error-free storage services.
  • 5.7.3 The Company’s total liability for storage-related claims shall not exceed the lesser of (a) the Client’s proportional interest in the disputed copper cathode, or (b) Ten Million U.S. Dollars ($10,000,000).

5.8 Client Responsibilities

  • 5.8.1 Clients must review their account statements promptly and notify the Company of any discrepancies within thirty (30) days.
  • 5.8.2 Failure to provide timely notice constitutes acceptance of the records as accurate.
  • 5.8.3 Clients acknowledge that storage is subject to Force Majeure events and risks inherent in third-party custody.

5.9 Storage Fees

  • 5.9.1 The Company charges storage fees for copper cathode held in custody at the Storage Facilities. Fees are assessed at an annual rate of one percent (1.00%), calculated on the average daily value of the Client’s holdings.
  • 5.9.2 Storage fees are calculated daily and charged monthly in arrears.
  • 5.9.3 Fees are deducted automatically from the Client’s available cash balance, or if insufficient, from the Client’s credit card on record. If Client’s credit card payment is not accepted, fees can be deducted from the Client’s copper holdings at the Company’s discretion.
  • 5.9.4 The Company will publish its current fee schedule on its website and may adjust the schedule upon thirty (30) days’ prior notice to Clients.
  • 5.9.5 Clients are responsible for all applicable taxes, duties, or similar charges relating to storage fees.

ARTICLE 6 DELIVERY AND WITHDRAWAL OF ASSETS

6.1 General Principles

  • 6.1.1 Clients may request physical delivery of their copper cathode only in accordance with this Article.
  • 6.1.2 All delivery requests are subject to pallet minimums, applicable fees, taxes, duties, and compliance with all relevant laws and regulations.
  • 6.1.3 Once copper cathode leaves a Storage Facility pursuant to Client instructions, the Company is discharged from all further obligations or liabilities with respect to that copper.

6.2 Minimum Delivery Quantities

  • 6.2.1 Copper cathode may only be delivered in whole pallet form, as defined by the applicable supplier or Storage Facility standards (typically approximately 2 metric tons per pallet).
  • 6.2.2 No deliveries of partial pallets, individual cathode sheets, or fractional units are permitted.
  • 6.2.3 Clients may accumulate sufficient copper holdings over time to reach a full pallet delivery threshold.

6.3 Delivery Requests

  • 6.3.1 Delivery requests must be submitted in writing through the Company’s systems or by another authorized method.
  • 6.3.2 Requests must specify the delivery address, contact person, and desired delivery date (subject to availability).
  • 6.3.3 The Company may require identity verification, proof of address, and additional documentation before processing delivery requests.

6.4 Delivery Fees and Costs

  • 6.4.1 Delivery fees are payable by the Client and include (a) Storage Facility handling charges, (b) carrier or freight costs, (c) insurance during transit, and (d) any customs duties, tariffs, or taxes imposed by relevant authorities.
  • 6.4.2 Delivery fees will be disclosed to the Client in advance where practicable, but may be subject to change based on carrier pricing or government charges.
  • 6.4.3 The Client must pre-fund estimated delivery fees prior to the release of copper from the Storage Facility.

6.5 Transfer of Risk

  • 6.5.1 Risk of loss transfers to the Client upon release of the copper to the designated carrier or authorized representative at the Storage Facility.
  • 6.5.2 Clients are responsible for securing appropriate insurance coverage for transit beyond what is included in Storage Facility or carrier policies.
  • 6.5.3 The Company disclaims all liability for loss, theft, damage, or delay occurring after copper has left the Storage Facility.

6.6 Collection by Client

  • 6.6.1 Clients may request to collect copper cathode directly from a Storage Facility, subject to (a) Storage Facility scheduling requirements, (b) presentation of government-issued identification, and (c) compliance with security protocols.
  • 6.6.2 Collection is permitted only for full pallets allocated to the Client.
  • 6.6.3 Upon collection, Clients assume all responsibility for transportation, insurance, and custody of the copper.

6.7 Indemnification

  • 6.7.1 Clients agree to indemnify and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents against any and all claims, losses, damages, liabilities, or expenses (including reasonable legal fees) arising out of or related to delivery or collection of copper at the Client’s request.
  • 6.7.2 This indemnification obligation survives the completion of delivery or collection.

6.8 Limitations of Liability

  • 6.8.1 The Company shall not be liable for delays, losses, or damages resulting from carrier failures, customs inspections, governmental actions, or Force Majeure events.
  • 6.8.2 In no event shall the Company’s liability exceed the replacement value of the copper at the time of release from the Storage Facility, and only where loss results directly from the Company’s gross negligence or fraud.

ARTICLE 7 – FEES AND CHARGES

7.1 General Fee Obligations

  • 7.1.1 The Client agrees to pay all fees, costs, and expenses associated with the establishment, maintenance, and operation of the Client’s Account, including but not limited to storage fees, transaction spreads, delivery charges, payment processing fees, and any applicable taxes or duties, in accordance with this Agreement and the Company’s published Fee Schedule as amended from time to time.
  • 7.1.2 Fees are earned by the Company when incurred, are non-refundable except as expressly stated in this Agreement, and shall be deducted automatically from the Client’s Account balances unless otherwise agreed in writing.
  • 7.1.3 The Company reserves the right, consistent with industry practice, to appropriate or liquidate Metal or cash balances in a Client’s Account to satisfy unpaid fees, provided that such appropriation is limited to the amount necessary to discharge the Client’s obligations.

7.2 Storage Fees

  • 7.2.1 The Company charges storage fees for copper cathodes and any other Metals held in custody on behalf of Clients at Storage Facilities.
  • 7.2.2 Storage fees accrue daily on the value of the Client’s holdings, calculated using the prevailing COMEX settlement price or such other recognized market reference price as the Company may reasonably determine.
  • 7.2.3 Storage fees are assessed at the annual rate of one percent (1.00%), pro-rated daily and billed monthly in arrears.
  • 7.2.4 Payment of storage fees shall be made first from the Client’s available cash balances; if insufficient, the Company will charge the credit card on record. If this is not accepted, Company may liquidate or deduct an equivalent portion of the Client’s Metal holdings at prevailing market rates to satisfy such fees.
  • 7.2.5 Minimum Monthly Servicing Fee. Notwithstanding the foregoing, each Account is subject to a minimum servicing fee of five U.S. dollars (USD $5.00) per month. This minimum applies regardless of account size, storage balance, or transaction activity. If storage fees for a given month are less than USD $5.00, the Client will be charged the difference so that the total servicing fee for the month equals USD $5.00.
  • 7.2.6 The Company will disclose on its Website the current storage fee rates, examples of calculations, and any changes to such rates, which shall take effect no earlier than thirty (30) days following notice to Clients.

7.3 Transaction Fees and Spreads

  • 7.3.1 Buy and Sell Prices. All transactions for the purchase or sale of copper cathode are executed at market-linked prices established by the Company at the time of the transaction. These prices incorporate a bid/ask spread determined by the Company based on prevailing market conditions, liquidity, and operational considerations. The spread is not published in a fixed schedule. Instead, Clients are shown the applicable buy price and sell price at the time of each transaction, and the difference between those prices reflects the spread. By placing a Purchase or Sale Order, the Client acknowledges and accepts the spread as displayed.
  • 7.3.2 Transparency. The Company does not charge an additional line-item commission on transactions for copper cathode. The economic cost of the spread is embedded in the quoted buy and sell prices, which are displayed in real time before the Client confirms a transaction.
  • 7.3.3 Adjustments and Errors. In the event of a pricing error, system malfunction, or material market disruption, the Company reserves the right to adjust or cancel the affected transaction. If an adjustment is made, the Client will be notified promptly and may elect to proceed with the corrected price or cancel the transaction.
  • 7.3.4 Currency Conversions. If a transaction involves conversion between U.S. Dollars and another supported currency, the Company may apply a foreign exchange spread. Such spreads are incorporated into the quoted conversion rate provided at the time of the transaction and accepted when the Client confirms the order.

7.4 Delivery Fees

  • 7.4.1 Clients requesting physical delivery of Metal in pallet form pursuant to Article 6 shall bear all costs associated with such delivery, including but not limited to Storage Facility handling fees, carrier or freight charges, insurance during transit, and any applicable customs duties, tariffs, or taxes.
  • 7.4.2 The Company will use reasonable efforts to provide an estimate of delivery costs prior to shipment; however, Clients acknowledge that final costs may vary based on carrier pricing, government charges, or other factors outside the Company’s control.
  • 7.4.3 Clients must pre-fund estimated delivery costs before release of Metal from a Storage Facility. The Company may withhold delivery until full payment is received.
  • 7.4.4 Delivery fees are separate from and in addition to storage fees and transaction spreads.

7.5 Payment Method Fees

  • 7.5.1 Deposits made by credit or debit card are subject to a processing fee of 3.99% of the transaction value. Card deposits may be capped at limits disclosed by the Company, currently Ten Thousand U.S. Dollars ($10,000) per transaction and per rolling twenty-four-hour period.
  • 7.5.2 ACH transfers are generally free of charge but may be limited to a maximum transaction size disclosed by the Company.
  • 7.5.3 Incoming domestic wire transfers are free of charge. Outgoing wire transfers requested by Clients are subject to a fee of Twenty-Five U.S. Dollars ($25) per transfer, or such other amount as may be posted on the Company’s Website.
  • 7.5.4 The Company reserves the right to charge additional fees for international transfers, intermediary bank charges, or other payment services as may be reasonably incurred.

7.6 Failed or Reversed Payments

  • 7.6.1 If any payment made by or on behalf of the Client is returned, reversed, dishonored, disputed, or otherwise fails to clear, the Company may, without limitation to its other rights:
      • (i) lock, suspend, or restrict the Client’s Account;
      • (ii) reverse or rescind related transactions; and/or
      • (iii) liquidate Client assets to cover any resulting shortfalls, fees, and costs.
  • 7.6.2 The Client shall remain liable for all resulting losses, costs, and expenses, and agrees to indemnify and hold harmless the Company for any claims arising out of such failed payments.

7.7 Late Fees and Interest

  • 7.7.1 Any amounts owed by the Client under this Agreement that remain unpaid when due shall accrue interest at the lesser of:
    • (i) eighteen percent (18%) per annum; or
    • (ii) the maximum rate permitted by applicable law.
  • 7.7.2 Interest accrues daily from the date payment was due until the date payment is received in full.
  • 7.7.3 The Company may also charge reasonable late fees or administrative costs associated with collection efforts.

7.8 Taxes and Governmental Charges

  • 7.8.1 All fees and charges under this Agreement are quoted exclusive of applicable taxes, levies, duties, or governmental charges, unless expressly stated otherwise.
  • 7.8.2 The Client is solely responsible for the payment of all such taxes or charges, whether assessed on the Client or on the Company in connection with services provided to the Client.
  • 7.8.3 The Company may, where required by law, withhold or collect taxes from Client transactions and remit them to the appropriate authority.

7.9 Changes to Fees

  • 7.9.1 The Company may revise its Fees within the Agreement itself from time to time in its sole discretion, provided that no such change shall take effect without at least thirty (30) days’ prior written notice to Clients.
  • 7.9.2 Continued use of the Company’s services after the effective date of any revised fees shall constitute acceptance by the Client of such fees.
  • 7.9.3 If a Client does not accept revised fees, the Client may terminate this Agreement pursuant to Article 11 prior to the effective date of the change.

ARTICLE 8 – LIMITATION OF LIABILITY

8.1 General Limitation of Liability

  • 8.1.1 Except as expressly provided in this Agreement, and to the maximum extent permitted by Applicable Law, the Company’s total liability to any Client for claims, damages, losses, or expenses arising out of or relating to this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the lesser of:
    • (i) the market value of the Client’s Holdings at the time the cause of action arises, as recorded in the Company’s official books and records; or
    • (ii) Ten Million U.S. Dollars ($10,000,000) in the aggregate for all claims within any rolling twelve (12) month period.
  • 8.1.2 This limitation applies whether claims are brought individually, jointly, or on behalf of a class, unless otherwise prohibited by law.
  • 8.1.3 The limitations set forth in this Article shall apply regardless of the theory of liability, even if the Company has been advised of the possibility of such damages.

8.2 Exclusion of Certain Damages

  • 8.2.1 To the fullest extent permitted by law, the Company shall not be liable to the Client for any:
    • (a) indirect, incidental, consequential, exemplary, punitive, or special damages;
    • (b) loss of profits, revenue, business, goodwill, anticipated savings, or investment opportunities;
    • (c) damages arising from fluctuations in the market price of copper or other Metals;
    • (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 (including Storage Facility operators, carriers, banks, and payment processors) provided that the Company exercised reasonable due diligence in their selection; or
    • (f) damages arising from cyberattacks, denial-of-service events, hacking, malware, or other malicious acts beyond the Company’s reasonable control.

8.3 Ownership and Custody Records

  • 8.3.1 Clients acknowledge that, in certain circumstances, records maintained by suppliers, Storage Facilities, or counterparties may identify the Company as the account holder of record.
  • 8.3.2 The Company confirms that in all such cases, it acts solely as custodian and agent of record for the benefit of its Clients, and beneficial ownership of the Metal rests exclusively with the Client, subject to the terms of this Agreement.
  • 8.3.3 No representation of ownership by a third-party custodian or Service Provider shall impair the Client’s beneficial rights.

8.4 Insurance and Coverage

  • 8.4.1 Metals stored at Storage Facilities are insured against physical loss or theft at levels customary in the commodities and bullion storage industry.
  • 8.4.2 Insurance is subject to policy terms, conditions, limitations, exclusions, deductibles, and coverage limits determined by the Storage Facility and its insurers.
  • 8.4.3 The Company does not guarantee coverage beyond such customary arrangements and expressly disclaims responsibility for losses not covered by the applicable insurance policies.
  • 8.4.4 The Company will provide Clients with a summary of current insurance arrangements, updated annually following independent third-party audit, and available in the governance section of the Client’s Account.
  • 8.4.5 The Company shall not be liable for any gaps in insurance coverage unless directly caused by its gross negligence, fraud, or willful misconduct.

8.5 Statements and Reporting

  • 8.5.1 Clients are responsible for reviewing all Account statements, confirmations, and reports promptly upon availability.
  • 8.5.2 Any discrepancy, error, or unauthorized transaction must be reported to the Company in writing within thirty (30) days of issuance.
  • 8.5.3 Failure to notify the Company within such period constitutes conclusive acceptance of the statement or report as accurate.
  • 8.5.4 The Company shall not be liable for any loss, error, or unauthorized transaction not reported within such period.

8.6 Mitigation of Damages

  • 8.6.1 Clients must take all reasonable steps to mitigate any loss or damage for which they may seek recovery from the Company.
  • 8.6.2 Claims for damages that could have been reasonably avoided by the Client’s actions shall be reduced accordingly.
  • 8.6.3 The Company shall have the right to cure any error or omission within a commercially reasonable time before liability is imposed.

8.7 Client Indemnification

  • 8.7.1 The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and Affiliates from and against any and all claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
    • (i) the Client’s breach of this Agreement;
    • (ii) violation of Applicable Law by the Client;
    • (iii) use of the Services by the Client in a fraudulent, negligent, or unauthorized manner; or
    • (iv) third-party claims resulting from the Client’s actions or omissions.
  • 8.7.2 This indemnification obligation shall survive termination of the Agreement and closure of the Client’s Account.

8.8 Survival of Limitations

  • 8.8.1 The limitations of liability and indemnification obligations contained in this Article shall survive:
    • (a) termination of this Agreement;
    • (b) closure of the Client’s Account; and
    • (c) the cessation of services provided by the Company.

ARTICLE 9 – DISPUTE RESOLUTION

9.1 Governing Law

  • 9.1.1 This Agreement, and all rights, obligations, and disputes arising hereunder, 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 that would result in the application of laws of another jurisdiction.
  • 9.1.2 The parties expressly agree that New York law provides the governing framework for all interpretations of this Agreement, except where federal law applies mandatorily.

9.2 Agreement to Arbitrate

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

9.3 Scope of Arbitration Agreement

  • 9.3.1 The agreement to arbitrate covers all Disputes, whether sounding in contract, tort, statute, equity, or any other legal theory.
  • 9.3.2 The arbitration requirement applies to Disputes involving the Company, its Affiliates, officers, directors, employees, contractors, and agents, in addition to the Client.
  • 9.3.3 The parties waive any right to resolve Disputes in court before a judge or jury, except as expressly preserved in Section 9.5 (Equitable Relief).

9.4 Class Action Waiver

  • 9.4.1 To the maximum extent permitted by 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.
  • 9.4.2 The Client expressly waives any right to participate in a class action or to consolidate claims with those of other clients.
  • 9.4.3 If the class action waiver is found unenforceable with respect to a particular claim, that claim shall proceed in court, while remaining claims shall continue in arbitration.

9.5 Equitable Relief

  • 9.5.1 Notwithstanding Section 9.2, 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.
  • 9.5.2 Such relief shall not be deemed a waiver of the obligation to arbitrate all other claims or issues.

9.6 Arbitration Procedures

  • 9.6.1 The arbitrator shall have authority to award monetary damages, declaratory relief, and injunctive relief, but shall not have authority to award punitive or exemplary damages unless required by law.
  • 9.6.2 The arbitration shall be conducted on an individual basis, and the arbitrator shall not consolidate proceedings or claims without the consent of all parties.
  • 9.6.3 Discovery shall be permitted to the extent reasonably necessary to allow each party a fair opportunity to present its claims and defenses.
  • 9.6.4 The arbitrator shall issue a written, reasoned decision setting forth findings of fact and conclusions of law.

9.7 Costs of Arbitration

  • 9.7.1 Each party shall bear its own attorneys’ fees, costs, and expenses unless otherwise required by Applicable Law or unless the arbitrator determines that a party has acted in bad faith.
  • 9.7.2 Administrative fees of the AAA and the arbitrator’s fees shall be shared equally by the parties unless Applicable Law provides otherwise or the arbitrator allocates fees in the award.

9.8 Finality of Award

  • 9.8.1 The arbitrator’s award shall be final, binding, and enforceable on the parties.
  • 9.8.2 Except as provided under the Federal Arbitration Act, there shall be no right of appeal from an arbitration award.
  • 9.8.3 Any award may be confirmed and enforced in any court having jurisdiction.

9.9 Survival of Arbitration Agreement

  • 9.9.1 This Article shall survive termination of this Agreement, closure of the Client’s Account, and the cessation of services provided by the Company.

ARTICLE 10 – INACTIVE ACCOUNTS AND ESCHEATMENT

10.1 Definition of Inactive Account

  • 10.1.1 An Account shall be deemed “Inactive” if there has been no Client-initiated transaction (including, without limitation, purchases, sales, deposits, or withdrawals) and no login activity for a continuous period of thirty-six (36) months.
  • 10.1.2 The determination of inactivity shall be based on the Company’s records, which shall be conclusive absent manifest error.

10.2 Dormancy Notices

  • 10.2.1 Prior to reclassifying an Account as Inactive, the Company shall make reasonable efforts to notify the Client using the contact information on file, including email, postal mail, and telephone where available.
  • 10.2.2 The Client bears sole responsibility for maintaining accurate and current contact details. Failure to do so may result in the Client not receiving dormancy notices.
  • 10.2.3 The Company shall not be liable for the Client’s failure to receive notice due to outdated, inaccurate, or blocked contact information.

10.3 Effect of Inactive Status

  • 10.3.1 Once an Account is designated Inactive, the Company may restrict access, suspend transactions, or otherwise limit activity until the Client reactivates the Account in accordance with Section 10.7.
  • 10.3.2 The Company may assess dormancy service charges as set forth in Section 10.6.
  • 10.3.3 If required by law, the Company may initiate liquidation or transfer of assets in preparation for escheatment under Section 10.4.

10.4 Escheatment and Unclaimed Property Laws

  • 10.4.1 If an Account remains Inactive beyond the statutory period prescribed by applicable state unclaimed property or escheatment laws, the Company may be required to transfer funds or assets held for the Client to the appropriate governmental authority.
  • 10.4.2 In the event of escheatment, the Client must seek recovery directly from the governmental authority.
  • 10.4.3 The Company shall not be liable for property delivered in good-faith compliance with applicable unclaimed property statutes.
  • 10.4.4 The Client acknowledges that escheatment laws vary by state, and the determination of the applicable jurisdiction shall be made by the Company in its sole discretion, based on the Client’s last known address or other available information.

10.5 Metal Holdings in Inactive Accounts

  • 10.5.1 For Inactive Accounts containing Metal holdings, the Company reserves the right, upon notice, to liquidate such holdings into cash at prevailing market prices, net of applicable fees, in order to facilitate compliance with escheatment obligations.
  • 10.5.2 The Company shall have no liability for market losses or opportunity costs incurred as a result of such liquidation.
  • 10.5.3 Liquidation shall not affect the Client’s beneficial ownership rights until such time as funds are remitted to a governmental authority pursuant to applicable law.

10.6 Service Charges for Inactive Accounts

  • 10.6.1 The Company may impose a reasonable monthly dormancy fee on Inactive Accounts to cover administrative, custodial, and compliance costs.
  • 10.6.2 Dormancy fees shall not exceed the lesser of
    • (i) One Hundred U.S. Dollars ($100) per month, or
    • (ii) the remaining balance of the Account.
  • 10.6.3 Dormancy fees may be deducted automatically from available cash balances or, if insufficient, by liquidating a corresponding portion of Metal holdings.
  • 10.6.4 Fees imposed under this Section shall cease upon reactivation of the Account.

10.7 Reactivation of Accounts

  • 10.7.1 A Client may reactivate an Inactive Account at any time by logging in to the Platform and performing at least one transaction, subject to completion of any required identity verification updates.
  • 10.7.2 Upon reactivation, the Account shall resume normal status, and dormancy fees shall no longer accrue.
  • 10.7.3 The Company may, in its discretion, waive or refund dormancy fees upon satisfactory proof that inactivity resulted from extraordinary circumstances outside the Client’s control.

10.8 Disclosure to Clients

  • 10.8.1 The Company shall disclose its policies regarding Inactive Accounts, dormancy fees, and escheatment obligations on its Website and may update such disclosures from time to time.
  • 10.8.2 The Client is deemed to have notice of such policies through publication on the Website, and continued maintenance of an Account constitutes acceptance thereof.

10.9 Survival of Ownership Rights

  • 10.9.1 Nothing in this Article shall diminish the Client’s beneficial ownership of Metal or funds held in custody, except as required by escheatment or unclaimed property laws.
  • 10.9.2 Ownership rights remain intact until transfer to a governmental authority occurs.
  • 10.9.3 Upon such transfer, the Company’s obligations to the Client with respect to the escheated property shall cease.

ARTICLE 11 – TERMINATION OF AGREEMENT

11.1 Duration of Agreement

  • 11.1.1 This Agreement shall commence on the date the Client accepts the terms, whether by electronic acceptance, account activation, or first use of the Services, and shall remain in effect until terminated in accordance with this Article.
  • 11.1.2 Termination shall not affect any accrued rights, remedies, or obligations of either party that exist prior to the effective date of termination.

11.2 Termination by Client

  • 11.2.1 A Client may terminate this Agreement at any time by providing written notice to the Company via the secure messaging system, email, or certified postal mail.
  • 11.2.2 Termination is subject to settlement of all outstanding obligations, including payment of fees, taxes, or delivery costs.
  • 11.2.3 Upon termination, the Client may elect to:
    • (i) liquidate Metal holdings and withdraw net cash proceeds; or
    • (ii) request physical delivery of Metal in accordance with Article 6, subject to pallet delivery minimums and applicable fees.
  • 11.2.4 If the Client does not provide instructions within thirty (30) days of termination notice, the Company may liquidate the holdings and remit net proceeds to the Client’s last known bank account or mailing address.

11.3 Termination by Company Without Cause

  • 11.3.1 The Company may terminate this Agreement without cause by providing at least thirty (30) days’ written notice to the Client.
  • 11.3.2 During the notice period, the Company may restrict initiation of new transactions but shall permit liquidation or delivery of existing holdings.
  • 11.3.3 If the Client fails to act within the notice period, the Company may liquidate holdings and remit proceeds in accordance with Section 11.2(d).

11.4 Termination by Company for Cause

  • 11.4.1 The Company may terminate this Agreement immediately, without prior notice, if:
    • (i) the Client breaches any provision of this Agreement or Applicable Law;
    • (ii) the Client provides false, misleading, or incomplete information;
    • (iii) the Client engages in fraud, money laundering, terrorist financing, or other unlawful conduct; or
    • (iv) the Company determines, in its sole discretion, that continuation of the Client relationship presents an unacceptable financial, legal, or reputational risk.
  • 11.4.2 In the event of immediate termination, the Company may suspend the Account, restrict access, and proceed to liquidate or deliver holdings in accordance with this Article.

11.5 Effect of Termination

  • 11.5.1 Upon termination, the Client’s right to access or use the Services shall immediately cease.
  • 11.5.2 The Client remains responsible for all fees, costs, and obligations incurred prior to termination.
  • 11.5.3 The Company shall provide the Client with a final account statement within thirty (30) days following termination.
  • 11.5.4 Residual funds or assets shall be returned to the Client, subject to deduction of fees, taxes, or lawful withholdings.
  • 11.5.5 If the Company is unable to contact the Client, residual assets may be subject to escheatment under Article 10.

11.6 Survival of Certain Provisions

  • 11.6.1 Provisions relating to limitation of liability, indemnification, dispute resolution, ownership of assets, confidentiality, intellectual property, and governing law shall survive termination.
  • 11.6.2 Termination shall not operate as a waiver of any rights or remedies that accrued prior to the effective termination date.

11.7 No Waiver of Rights

  • 11.7.1 Termination shall not prevent either party from pursuing claims for damages or equitable relief arising from acts or omissions occurring prior to termination.
  • 11.7.2 The Company reserves all rights to enforce its remedies, including set-off under Section 12.3, for obligations that remain unpaid after termination.

ARTICLE 12 – GENERAL PROVISIONS

12.1 Entire Agreement

  • 12.1.1 This Agreement, together with all incorporated policies (including the Privacy Policy and Important Notices), constitutes the entire agreement between the Client and the Company with respect to the Services.
  • 12.1.2 It supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written.
  • 12.1.3 No oral statements or representations shall modify or supplement this Agreement unless expressly incorporated in writing.

12.2 Amendments

  • 12.2.1 The Company may amend this Agreement, including fees, policies, and procedures, by providing at least thirty (30) days’ prior written notice to the Client.
  • 12.2.2 Continued use of the Services after the effective date of such amendment shall constitute acceptance of the revised terms.
  • 12.2.3 If the Client does not accept an amendment, the Client may terminate this Agreement prior to the amendment’s effective date in accordance with Article 11.
  • 12.2.4 The Company reserves the right to implement immediate amendments without notice where required by Applicable Law or to address urgent compliance or security concerns.

12.3 Right of Set-Off

  • 12.3.1 To the fullest extent permitted by law, the Company may set off or apply any funds or Metal held in a Client’s Account against obligations owed by the Client, including unpaid fees, penalties, or indemnities.
  • 12.3.2 The exercise of set-off shall not preclude the Company from pursuing additional remedies under this Agreement or Applicable Law.

12.4 Assignment

  • 12.4.1 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.
  • 12.4.2 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.
  • 12.4.3 This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

12.5 Force Majeure

  • 12.5.1 The Company shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, civil unrest, strikes, cyberattacks, internet outages, or regulatory actions.
  • 12.5.2 Obligations affected by a Force Majeure event shall be suspended for the duration of the event and resume as soon as reasonably practicable.
  • 12.5.3 The Company shall make reasonable efforts to mitigate the impact of a Force Majeure event but shall not be obligated to incur material additional costs.

12.6 Consumer Rights and Regulatory Alignment

  • 12.6.1 Nothing in this Agreement shall be construed to waive any non-waivable rights under applicable U.S. consumer protection laws.
  • 12.6.2 The Company is not a regulated financial institution and is not subject to supervision by the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), the Consumer Financial Protection Bureau (CFPB), or the Financial Industry Regulatory Authority (FINRA).
  • 12.6.3 As a matter of internal policy and best practices, the Company has adopted certain procedures inspired by U.S. consumer protection, anti-money laundering, and privacy standards (including principles found in the Consumer Financial Protection Act, the Bank Secrecy Act, and the Gramm-Leach-Bliley Act). These procedures are implemented on a commercially reasonable basis and do not create additional obligations enforceable by Clients beyond those expressly required by applicable law.

12.7 Notices

  • 12.7.1 Notices required under this Agreement shall be delivered electronically via the Client’s Account, by email to the address on record, or by postal mail to the Client’s last known address.
  • 12.7.2 Notices are deemed delivered on the date sent, except that service of legal process must be effected in accordance with Applicable Law.
  • 12.7.3 The Client is responsible for ensuring that its contact details remain accurate and current at all times.

12.8 Waiver

  • 12.8.1 No failure or delay in exercising any right or remedy shall operate as a waiver of such right or remedy.
  • 12.8.2 A waiver of one provision or breach shall not constitute a waiver of any subsequent provision or breach.
  • 12.8.3 Waivers must be expressly made in writing to be binding.

12.9 Severability

  • 12.9.1 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permissible.
  • 12.9.2 The remaining provisions shall continue in full force and effect.
  • 12.9.3 Invalid provisions shall be modified only to the minimum extent necessary to render them valid and enforceable.

12.10 Relationship of Parties

  • 12.10.1 The Company acts solely as custodian and agent for purposes of Client holdings and funds.
  • 12.10.2 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.
  • 12.10.3 Each party remains an independent contracting party with respect to the other.

12.11 Survival

  • 12.11.1 Provisions relating to limitation of liability, indemnification, dispute resolution, ownership and custody of assets, confidentiality, intellectual property, and governing law shall survive termination of this Agreement.
  • 12.11.2 Any obligations of the Client relating to fees, taxes, indemnities, or liabilities accrued prior to termination shall also survive.

12.12 Headings and Interpretation

  • 12.12.1 Headings are provided for reference purposes only and do not affect the interpretation of this Agreement.
  • 12.12.2 References to “including” shall mean “including without limitation.”
  • 12.12.3 References to Articles, Sections, or Exhibits refer to parts of this Agreement unless otherwise expressly indicated.

12.13 Execution and Electronic Acceptance

  • 12.13.1 This Agreement may be executed electronically. By clicking “I Agree,” “Accept,” or similar, or by opening and maintaining an Account, the Client acknowledges that they have read, understood, and agreed to be bound by this Agreement, as amended from time to time in accordance with Section 12.2.
  • 12.13.2 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 laws.
  • 12.13.3 The Company may maintain electronic records evidencing the Client’s acceptance, and such records shall be admissible as conclusive proof of agreement.

12.14 Tax Reporting

  • 12.14.1 The Company will report certain transactions to the Internal Revenue Service (including on Form 1099-B) when required by law. Client is solely responsible for any tax liabilities arising from such transactions.

ARTICLE 13 – MISCELLANEOUS AND INTERPRETATION

13.1 Order of Precedence

  • 13.1.1 In the event of conflict or inconsistency between provisions of this Agreement, specific provisions shall control over general provisions.
  • 13.1.2 The following order of precedence shall apply unless otherwise expressly stated:
    • (i) Article 7 (Fees and Charges);
    • (ii) Article 6 (Delivery and Withdrawal of Assets);
    • (iii) Article 5 (Storage of Assets);
    • (iv) Article 4 (Transactions);
    • (v) Article 9 (Dispute Resolution); and
    • (vi) all remaining Articles.
  • 13.1.3 Headings, cross-references, and formatting conventions are for convenience only and shall not affect the meaning or interpretation of this Agreement.

13.2 Governing Standards

  • 13.2.1 Although the Company is not directly regulated by the U.S. Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), or Financial Industry Regulatory Authority (FINRA), it endeavors to operate in alignment with widely recognized principles of financial services best practices, including:
    • (i) the Consumer Financial Protection Act;
    • (ii) the Bank Secrecy Act, USA PATRIOT Act, and related anti-money laundering (AML) and sanctions standards; and
    • (iii) the Gramm-Leach-Bliley Act (GLBA) with respect to privacy and safeguarding of customer information.
  • 13.2.2 Nothing in this Agreement shall create a regulatory obligation on the part of the Company beyond what is expressly required by law.
  • 13.2.3 Clients acknowledge and agree that the Company is not a bank, broker-dealer, or registered commodity exchange.

13.3 No Waiver of Mandatory Law

  • 13.3.1 Nothing in this Agreement shall be construed to waive, limit, or diminish any non-waivable rights afforded to Clients under U.S. federal or state law, including but not limited to consumer protection statutes, unclaimed property laws, and tax reporting obligations.
  • 13.3.2 To the extent of any inconsistency between this Agreement and non-waivable law, such law shall control, and the remaining provisions of this Agreement shall remain enforceable.

13.4 Relationship of the Parties

  • 13.4.1 The Company is not a fiduciary, trustee, or investment adviser to the Client.
  • 13.4.2 The Company’s role is limited to custody, record-keeping, and transaction facilitation as expressly set forth in this Agreement.
  • 13.4.3 Nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship between the Company and the Client.
  • 13.4.4 Each party is acting as an independent contracting entity with respect to the other.

13.5 Confidentiality

  • 13.5.1 Each party shall maintain in strict confidence all non-public, proprietary, or sensitive information disclosed in connection with this Agreement (“Confidential Information”).
  • 13.5.2 Confidential Information shall not include information that is:
    • (i) publicly available,
    • (ii) independently developed without use of confidential information,
    • (iii) lawfully obtained from a third party without restriction, or
    • (iv) required to be disclosed by law or regulation.
  • 13.5.3 The Company may share Confidential Information with Affiliates, Storage Facility operators, auditors, and authorized service providers solely for purposes of performing obligations under this Agreement, subject to appropriate confidentiality undertakings.
  • 13.5.4 Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain protected so long as they remain confidential.
  • 13.5.5 Permitted Disclosures—Tax and Compliance. Notwithstanding the foregoing, the Company may disclose Client information, including tax identification information (SSN/TIN/EIN), to its Service Providers and governmental authorities as reasonably necessary to: (a) perform identity verification, AML/KYC and sanctions screening; (b) process payments; and (c) prepare, furnish, and file legally required tax forms and information returns (including Form 1099-B). Such Service Providers shall be bound by confidentiality obligations no less protective than those set forth herein and shall use such information solely for the foregoing purposes.

13.6 Intellectual Property

  • 13.6.1 All intellectual property rights in and to the Company’s Website, mobile application, software, content, data, logos, and trademarks remain the exclusive property of the Company.
  • 13.6.2 Clients are granted a limited, revocable, non-transferable, and non-sublicensable license to use the Platform solely for purposes of lawful Account activity.
  • 13.6.3 Clients shall not reproduce, modify, distribute, or create derivative works from the Company’s intellectual property without prior written consent.
  • 13.6.4 Unauthorized use of the Company’s intellectual property may result in termination of this Agreement and pursuit of legal remedies.

13.7 Public Statements and Use of Name

  • 13.7.1 The Client may not use the Company’s name, logos, trademarks, or trade names in press releases, advertising, marketing materials, or public communications without the Company’s prior written consent, except where disclosure is required by law.
  • 13.7.2 The Company reserves the right to issue public statements regarding its operations, provided that such statements do not disclose individual Client information without consent or legal obligation.

13.8 Severability

  • 13.8.1 If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permitted.
  • 13.8.2 The remainder of this Agreement shall remain valid and enforceable.
  • 13.8.3 Invalid provisions shall be modified only to the minimum extent necessary to render them enforceable.

13.9 Successors and Assigns

  • 13.9.1 This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
  • 13.9.2 No assignment or transfer by the Client shall relieve it of obligations hereunder unless expressly agreed in writing by the Company.

13.10 Execution and Electronic Acceptance

  • 13.10.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and together constituting one binding instrument.
  • 13.10.2 Acceptance may be effected electronically. By clicking “I Agree,” “Accept,” or similar affirmation, or by accessing or using the Services, the Client consents to be bound by this Agreement as of the date of such action.
  • 13.10.3 Such electronic acceptance shall have the same legal effect as a manually signed instrument, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and other Applicable Law.
  • 13.10.4 The Company may maintain electronic records evidencing acceptance, and such records shall constitute conclusive proof of the Client’s assent.