. Binding Contract
- Once you have placed a Sales Order to buy from AGSPP or a Purchase Order to sell to AGSPP, you have entered into a binding contract.
. General Provisions
A. Absence of Relationship
- The sole relationship between AGSPP and you is that of buyer-seller. No other relationship, including, without limitation, any agent-principal relationship, any employee-employer relationship, any franchisee-franchisor relationship, any joint venture relationship or any partnership relationship, between AGSPP and you exists.
B. Additional Items
- Additional terms relating to certain Products (such as prices, methods of payment, our policies with respect to returns, refunds, and cancellations and/or exchanges) may be posted on the site on the pages describing the Products.
- You may not assign any of your rights or obligations under this User Agreement without the prior written consent of AGSPP, which may be granted or withheld by AGSPP in its sole discretion. This contract, including but not limited to the User Agreement, shall be binding on all permitted assigns and successors of AGSPP and you.
- You shall be very careful about disclosing the existence and terms of all your transactions with AGSPP and should carefully consider any disclosure of such information that you make to third parties.
E. Dispute Resolution
- It is AGSPP’s goal that any disagreement or dispute be resolved amicably and expeditiously. We encourage you to contact Customer Service at (844) 594-0050 or a business-consumer intermediary (such as a local better business bureau). If an amicable resolution cannot be reached between us, such disagreement or dispute shall be resolved in accordance with the following paragraphs:
- 1. Forum Selection and Governing Law.
- The federal and state courts located in Broward County, Florida, shall have exclusive jurisdiction of all actions arising out of or relating to the transactions between you and AGSPP, including but not limited to the User Agreement. All such disagreements and disputes shall be resolved exclusively in such federal and state courts, as appropriate, in that jurisdiction. You hereby consent to personal jurisdiction and venue in those federal and state courts for the purpose of resolving any disagreements or disputes between us and waive all objections to the jurisdiction of such federal and state courts. Any action arising out of or relating to the User Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Oklahoma, without regard to conflict of laws principles.
- 2. Waiver of Jury Trial; Arbitration.
- Both AGSPP and you hereby waive the right to a trial by jury in connection with any dispute arising out of or relating to the User Agreement and the transactions between them
F. Force Majeure
- If AGSPP cannot perform any obligation hereunder as a result of any event that is beyond its control, AGSPP’s delay or failure to perform such obligation shall be excused and AGSPP shall not be liable for any damages as a result of, or in connection with, such delay or such failure.
G. Further Assurances
- You shall execute and deliver such other documents and take such other actions as may be reasonably requested by AGSPP to carry out your obligations under the User Agreement.
- Except as otherwise provided herein, all notices and other communications to AGSPP shall be directed to AGSPP, c/o Chief Financial Officer, P.O Box 30082, Fort Lauderdale, FL 33303 and all other notices and other communications to you shall be directed, at the option of AGSPP, to the address that you provided to AGSPP at the time of your registration.
I. Recording of Phone Conversations
- AGSPP may record phone conversations between us, and you expressly consent to the recording of such phone conversations.
J. Absence of Waivers
- A decision or a failure by AGSPP to take action with respect to any non-compliance by you of your obligations to AGSPP or to insist upon strict adherence to any term in the User Agreement, does not affect the ability of AGSPP with respect to any other non-compliance by you, and does not waive or limit AGSPP’s right thereafter to insist upon strict adherence to that or any other term, whether of a similar or dissimilar nature.
K. Pricing or Typographical Errors
- We work hard to provide accurate Product and pricing information to you. However, pricing or typographical errors may occur. In the event that an item is listed at an incorrect list price or with incorrect information due to an error in pricing or Product information, AGSPP shall have the right, at our sole discretion, to refuse or cancel any Sales Orders or Purchase Orders placed by or sent to you for that item. We will either contact you for instructions or cancel your Sales Order or Purchase Order and notify you of such cancellation. Prices and availability are subject to change without notice. If a refund is provided or there is any delay in sending you your Products or your payment, as the case may be, you waive any right to any claim or actual damages of any kind or nature whatsoever.
M. Section Headings
- The section headings are included for ease of reference and do not affect the interpretation or the scope of the User Agreement.
- The User Agreement is intended to be enforceable to the fullest extent permitted by applicable law. If any term of the User Agreement is held to be unenforceable for any reason, such unenforceability shall not affect the other terms of the User Agreement, and the term that would otherwise be unenforceable shall be enforced to the fullest extent that it would be enforceable.
- AGSPP may amend the User Agreement at any time by posting the amended terms on the Website and such amendments shall become effective immediately.
P. Entire Agreement
Q. User Content and Conduct
- At times, if and where applicable at the Website, you may be invited to post User Content. You understand that all User Content, whether you have publicly posted on a forum or privately transmitted to another or to us, is your sole responsibility. Though the Website is designed to be a safe place to share such User Content, AGSPP cannot guaranty that other users will not misuse the User Content that you share. If you have any User Content that you would like to keep confidential or do not want others to use, do not post it to the Website. Under no circumstances will AGSPP be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the Website. The AGSPP entities are not responsible for a user’s misuse or misappropriation of any User Content you posted at the Website.
- By posting any User Content at the Website, you hereby grant AGSPP and its designees a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform, edit and display such User Content (in whole or part), throughout the world in any form, media, or technology now known or later developed. You specifically waive any “moral rights” in and to the User Content. The foregoing grant includes, without limitation, any copyrights and other intellectual property rights in and to your User Content. You represent and warrant that: (a) you own the User Content posted by you or otherwise have the right to grant the license set forth in this section; and (b) the posting of your User Content at the Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any User Content you post at the Website.
- You acknowledge and agree that AGSPP may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claim(s) or assertion(s) that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of AGSPP, its users and the public. You understand that the technical processing and transmission of the Website, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
- You agree to each of the conditions in this Agreement and further agree that each of these conditions applies forever and broadly with regard to AGSPP worldwide. Posting of User Content to or through the Website, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of User Content or is to be implied by our review or subsequent use of your User Content. AGSPPshall not be liable for any disclosure of any User Content, including opinion(s) or suggestion(s), you post to or through the Website. AGSPP shall be entitled to unrestricted use of any User Content it may receive from you at the Website, for any purpose whatsoever, commercial or otherwise, without compensation to you as the provider of the User Content.
- You agree that you will not use the Website to:
- upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to a representative of AGSPP, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Website;
- upload, post, email or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;
- upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Website are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;
- interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
- "stalk" or otherwise harass another; or
- collect or store personal data about other Website users.
- You understand that by using the Website, you may be exposed to User Content created by others that is offensive, indecent or objectionable. AGSPP does not endorse or have control over User Content. User Content is not reviewed by AGSPP prior to posting and does not reflect the opinions or policies of AGSPP. AGSPP makes no representations or warranties, express or implied as to User Content or the accuracy and reliability of User Content or any other material or information that you may access through the Website. AGSPP assumes no responsibility for monitoring the Website for inappropriate submissions or conduct. If at any time AGSPP chooses, in its sole discretion, to monitor the Website, AGSPP nonetheless assumes no responsibility for User Content, has no obligation to modify or remove any inappropriate User Content, and has no responsibility for the conduct of the Website users submitting any such User Content. Notwithstanding the foregoing, AGSPP and its designees shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, in AGSPP’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content.
- You are solely responsible for your interactions with other Website users. AGSPP reserves the right, but has no obligation, to monitor disputes between you and other Website users and to terminate your Website access if AGSPP determines, in its sole discretion, that doing so is prudent.
- The following terms have the following meanings in the User Agreement:
- The term "AGSPP and/or American Gold | SPP" means American Gold Silver Platinum Palladium.
- The term “Bullion” means the term that is used to describe (1) Gold, Silver, Platinum or Palladium Coin(s), bar(s) or round(s) which closely follow spot prices and have little or no Numismatic value (such as restrikes); and (2) the form in which metal is shaped such as bars, ingots or wafers.
C. Business Day(s)
- The term "Business Day(s)" means a day other than a Saturday, a Sunday or a day that is a holiday under the federal law of the United States of America and/or the laws of the State of Oklahoma.
- The term “Coin(s)” means a stamped piece of metal of a known weight and fineness issued by a sovereign government.
E. Fair Market Value
- The term “Fair Market Value” means the Fair Market Value of the Product as determined by AGSPP, in its reasonable discretion, as of 5:00 p.m., EST [Eastern Standard Time], on the date of cancellation of the Sales Order or the Purchase Order.
F. Market Gain
- The term “Market Gain” means:
- When a Sales Order or Sale, as the case may be, is cancelled by AGSPP, Market Gain occurs when the Fair Market Value of the Product(s) on the date of the cancelled Sales Order or Sale is greater than the original sales price of the Product(s) as it appears on the cancelled Sales Order.
- When a Purchase Order or Purchase, as the case may be, is cancelled by AGSPP, Market Gain occurs when the Fair Market Value of the Product(s) on the date of the cancelled Purchase Order or Purchase is less than the original purchase price of the Product(s) as it appears on the cancelled Purchase Order.
- The term “Market Gain” means:
G. Market Loss
- The term “Market Loss” means:
- When a Sales Order or Sale, as the case may be, is cancelled by AGSPP, Market Loss occurs when the Fair Market Value of the Product(s) on the date of the cancelled Sales Order or Sale is less than the original sales price of the Product(s) as it appears on the cancelled Sales Order.
- When a Purchase Order or Purchase, as the case may be, is cancelled by AGSPP, Market Loss occurs when the Fair Market Value of the Product(s) on the date of the cancelled Purchase Order or Purchase is greater than the original purchase price of the Product(s) as it appears on the cancelled Purchase Order.
- The term “Market Loss” means:
H. Numismatic Coins
- The term “Numismatic Coins” means a Coin, the price of which depends more in its (their) rarity, condition, dates, and mint marks than on their gold or silver content, if any.
- The term “Numismatic” means the study or collection of anything used as a medium of exchange – especially Coins and paper money.
- The term "Order(s)" means, as applicable, a confirmed Sale by a customer or Purchase by AGSPP, whether such Order was made through the Website, by telephone, in person or otherwise.
K. Precious Metal(s)
- The term “Precious Metal(s)” means Gold, Silver and Platinum along with the Platinum group of elements: rhodium, osmium, ruthenium, Palladium and iridium. Precious Metals are characteristically lustrous, ductile, rare and nonreactive.
- The term "Product(s)” means a Product that is the subject of an Order. A Product may include, without limitation, Bullion, a Coin, whether Numismatic, Semi-Numismatic or not, a Precious Metal, and/or supplies.
- The term "Purchase(s)” means the acquisition of Product(s) by AGSPP from a customer, whether made through the Website, by telephone, in person or otherwise, with the number, quality and price confirmed. A Purchase is distinct from the acquisition by a customer from AGSPP of a Product, which is treated as a Sale hereunder.
N. Purchase Order(s)
- The term “Purchase Order(s)” means an Order placed by AGSPP with a customer for the acquisition by AGSPP of Product(s) from the customer.
- The term "Sale(s)” means the acquisition of Product(s) by a customer from AGSPP, whether made through the Website, by telephone, in person, or otherwise, with the number, quality and price confirmed. A Sale is distinct from the acquisition by AGSPP from a customer of a Product, which is treated as Purchase hereunder.
P. Sale Order(s)
- The term “Sale Order(s)” means an Order placed by a customer with AGSPP for the acquisition by the customer of Product(s) from AGSPP.
- The term “Semi-Numismatic” means a Coin that has both Bullion and Numismatic value.
R. User Content
- The term “User Content” means content posted by you on the Website, including without limitation any images or testimonials.
- The term "Website” means the websites located at www.AGSPP.com and mobile.AGSPP.com