KEPM Standard Terms and Conditions

Effective Date: September 15, 2025

Please read this agreement (this " Agreement ") carefully. It creates a binding legal contract with you or with the legal organization or entity you represent, as applicable (" you " or " your ") and Legacy Partners LLC d/b/a Kirk Elliott Precious Metals (" KEPM ," " we ," " us ," or " our "). This Agreement governs your access to and use of our precious metals brokerage services (the " Services "). Among other things, this Agreement describes your responsibilities and limits our liability.

THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES (SECTION 5) AND LIMITS OUR LIABILITY (SECTION 5). THIS AGREEMENT ALSO INCLUDES AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION (WITH LIMITED EXCEPTION) ON AN INDIVIDUAL BASIS AND PROHIBITS CLASS ACTION CLAIMS (SECTION 6). THE SERVICES ARE NOT INTENDED FOR ACCESS OR USE BY ANYONE UNDER THE AGE OF 18 OR FOR NON-U.S. CITIZENS. IF YOU ARE UNDER 18 OR IF YOU ARE NOT A U.S. CITIZEN, YOU MAY NOT ACCESS OR USE THE SERVICES, PLACE AN ORDER (AS DEFINED BELOW) WITH US OR PROVIDE US WITH ANY PERSONAL DATA. YOU MAY NOT USE THE SERVICES AND MAY NOT ACCEPT THIS AGREEMENT IF (1) YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US, OR (2) YOU ARE A PERSON BARRED FROM RECEIVING THE SERVICES UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE A RESIDENT OR FROM WHICH YOU USE THE SERVICES.

1. OUR BROKERAGE SERVICES.

1. Brokerage Services . You may request that we place orders to buy, liquidate, transfer, or otherwise transact in precious metals on your behalf (an " Order "). Orders may be placed via KEPM's order forms and similar documentation (including digitally in certain instances) (each, an " Order Form ") and also verbally via telephonic or similar communication as set forth in this Agreement. Any Order Form is incorporated in and made part of this Agreement. Each Order Form will govern and control in case of a conflict with the terms set forth herein.
2. Limited Use . This Agreement permits you to use the Services for your personal, non-commercial use only, unless specifically permitted by KEPM. Orders on a financed, margined or otherwise leveraged basis are prohibited. You agree not to place any Order with us on any such basis. KEPM reserves the right to refuse to provide Services, for any reason, to any person in our sole discretion. Without limiting any other legal or equitable remedies available to us, we also reserve the right to suspend or terminate your right to access the Services at any time, in our sole discretion.
3. Commercial Terms.

1. Products . KEPM is pleased to provide you with access to various precious metals. Although KEPM is generally able to process all Orders, it cannot guarantee the availability of any product. We reserve the right to discontinue Orders for any product at any time without notice, to bar any customer from placing any Orders, and to refuse to provide any customer with any product or service. All items are subject to availability, including from third-party providers, and we and they reserve the right to impose limits on any Order. All material and information presented by KEPM, whether in writing or verbally, is intended to be used for personal, educational and informational purposes only. We do not warrant that product descriptions or other content of any of the Services are accurate, complete, reliable, current, or error-free. Investing in precious metals is risky. Please see Section 4 below.
2. Pricing . We seek to make pricing transparent and easy to understand. All prices are shown in U.S. dollars and are valid and effective only in the United States. All references to ounces in the context of gold, silver, and any other metals are troy ounces, the standard unit of measure for precious metals worldwide. All prices are subject to change without notice, and you agree that sales taxes may be adjusted from the time of your Order. Final sales taxes and fees are determined at the time of Order execution. In the event a product is offered at an incorrect price including due to a typographic or other error, we shall have the right to refuse or cancel any Orders for products listed at the incorrect price, whether or not the Order has been confirmed. We do not warrant or guarantee that pricing or other information on the Services is error-free, complete, or current. We reserve the right to correct errors and/or to update the content or information on the Services at any time.
3. Purchases . When placing an Order, you may be asked to provide certain information, including but not limited to your personal identification, billing and shipping information. We reserve the right to use information about you and regarding your Order in accordance with our Privacy Policy. Verification of any information you provide in connection with a purchase may be required prior to the completion of any Order. KEPM accepts various payment methods as specified on its website, in our marketing materials or as we may otherwise communicate to you. KEPM does not accept cash and reserves the right to reject any unsupported payment method. If any payments made are returned due to insufficient funds, unable to locate account, uncollected funds, stop payment, account closed, altered/fictitious item, forgery, irregular signature, refer to maker, frozen/blocked account, or missing endorsement, we reserve the right, in our sole discretion, to cancel any Order. Orders are non-cancellable and non-returnable by you.
4. Verbal Orders . You may verbally request for us to place an Order for you, including by telephone (a "Verbal Order Request"). If we accept your Verbal Order Request, which we may accept verbally, a binding transaction will be deemed to have been created at the time of our acceptance. We will endeavor to fulfill your Verbal Order Request in accordance with your requested terms; provided that, you acknowledge that all Orders are subject to settlement and otherwise subject to change, including due to market dynamics, price fluctuations and product and vendor availability, and you accept the final terms of your Order as adjusted. For IRA customers: your Verbal Order Request is binding upon you before you complete, or if you do not complete, investment directions with your custodian.
5. Payments to You . KEPM may distribute funds to you in connection with your Orders. KEPM will distribute funds to you in accordance with the contact information we have about you in our files. You agree to notify KEPM of any changes in your contact information. KEPM reserves the right to cancel any undeposited checks to you that remain outstanding after 90 days (or such other period of time as required by law) from their date of issuance. Should you wish to recover amounts owed to you from an undeposited, cancelled check, you must provide KEPM with reasonable evidence that such amounts are still duly owed to you.
6. Sales and Use Tax . Some states have a full or partial exception from sales and use taxes on gold, silver, and other precious metals. If your state and/or locality happens to impose a sales or use tax on any of the items you purchased – precious metals or otherwise – and we and/or the depository institution providing the precious metals have not withheld such sales or use taxes, be advised that it is your obligation to pay directly to your state the applicable sales or use taxes you may owe and you shall indemnify any Relevant Person (defined below) for any applicable sales or use taxes. We encourage you to contact your tax advisor or your state or local taxing authority if you have questions about your sales and use tax obligations, or to determine whether you or your transactions may qualify for a sales and use tax exemption.
7. Delivery . KEPM will ensure that precious metals from your Orders are shipped to you from the provider of the precious metals to an address of your choosing or that they are deposited at a KEPM-designated depository, in each case within the contiguous United States (unless otherwise approved by KEPM), within twenty-eight days of your purchase. KEPM does not itself ship precious metals to customers. Any shipping of precious metals is between you and the depository institution providing the precious metals. KEPM does not accept responsibility hereunder for shipping and will not be liable for losses or damage incurred in connection therewith. If for example packages are lost in transit, missing items or damaged, your sole recourse is with parties other than KEPM and its affiliates.

4. Third Party Services . KEPM may use or introduce to you certain third-party services and service providers. KEPM makes no representations or warranties with respect to, and does not guarantee, the accuracy, timeliness, effectiveness, reliability, security, completeness, or usefulness of any third-party services or providers thereof. You acknowledge and agree that KEPM will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of, reliance on or any of your business or transactions with any third-party services or service providers. KEPM does not undertake any responsibility to monitor, update, correct, or amend any third-party service or service provider. Any use or availability of any third-party service or service provider in connection with our Services will not be construed as our endorsement of or affiliation with any third-party service or service provider.

2. FRAUD PREVENTION POLICY; COLLECTIONS; ANTI-MONEY LAUNDERING; EXPORT CONTROLS.

1. Fraud Prevention . We reserve the right, but undertake no obligation, to actively report and prosecute actual and suspected fraud in relation to your use of our Services. We may, in our sole discretion, require further authorization from you such as additional confirmations of your Order and other information. We reserve the right, in our sole discretion, to cancel, delay, recall, or terminate any Order if fraudulent or manipulative activity is suspected. We capture certain information during the Order process including, without limitation, information that will be used to locate and identify individuals committing fraud. If any Order is suspected to be fraudulent or manipulative or otherwise in violation of the law, we reserve the right, but undertake no obligation, to submit all records, with or without a subpoena, to all law enforcement agencies, banks, merchant processors, or credit card issuers for fraud investigation. We fully reserve the right to cooperate with authorities to prosecute offenders of the law. For additional information about with whom we may share your personal data, please review our Privacy Policy. We reserve the right, in our sole discretion, to refuse or cancel any Order for any reason or for no reason, regardless of payment method or price confirmation, including without limitation (i) for Orders we deem questionable, suspicious, or to be a significant risk, (ii) when the confirmed price is incorrect, or (iii) when we do not receive payment within the allotted time frames.
2. Collections . Where not prohibited by applicable law, KEPM may engage external collection agencies to pursue unpaid fees or amounts due to KEPM, including, but not limited to engaging collection agencies to: (i) contact customers by telephone, including wireless or mobile telephone numbers, and (ii) use pre-recorded/artificial voice messages and/or use of an automatic dialing device, as applicable. When you provide your phone number to us, you acknowledge and consent to being contacted through any of the above-described methods by collection agencies if you owe fees associated with an Order.
3. Anti-Money Laundering , Economic Sanctions, Anti-Bribery and Anti-Boycott Representations. You are responsible for complying with United States export control and economic sanctions regulations, and for any violation of such regulations, including but not limited to the U.S. Export Administration Regulations and economic sanctions laws and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (" OFAC ") and the U.S. Department of State. You represent, warrant, and covenant that (i) you are not (A) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a "terrorist supporting" country, and/or (B) on any of the U.S. government lists of restricted end users, including but not limited to the OFAC Specially Designated Nationals and Blocked Persons List and the U.S. Department of Commerce's Bureau of Industry and Security Entity List, (ii) your payments for or receipt of distributions from any Orders will not cause a violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, and (iii) your payments for or receipt of distributions from any Orders are or will be derived from, invested for the benefit of, or related in any way to, (A) the government of any country designated by the U.S. Secretary of State as a country supporting international terrorism, (B) property that is blocked under any laws, orders or regulations administered by OFAC (" OFAC Regulations "), or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (C) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions, under OFAC Regulations, (D) the government of any country that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force on Money Laundering or a country or financial institution designated by the U.S. Secretary of the Treasury as a "primary money laundering concern," or (E) directly or indirectly, any illegal activities. You acknowledge that we may collect documentation verifying your identity and any source of funds and that this and other information about you and your Orders may, subject to our Privacy Policy, be shared with third parties through the filing of reports or otherwise, including governmental authorities, to verify your identity and to screen your information against applicable government sanctions and watchlists. You acknowledge that we may perform these checks on an ongoing and periodic basis and that we may use documentary and non-documentary methods, including collection and validation of government ID details, image capture of identification documents, liveness checks, address validation, database and public-records checks, device and email risk analysis, politically exposed person screening, adverse media screening, and screening against OFAC lists and other applicable sanctions lists.
4. Payments in Your Name Only . To comply with applicable U.S. anti-money laundering laws and regulations, all payments by you for Orders and all distributions to you from Orders must be made only in your name and to and from a bank account of (i) a bank, based, incorporated in or formed under, the laws of the United States, or (ii) a bank that is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act, and the regulations promulgated thereunder by the U.S. Department of the Treasury.

3. INTELLECTUAL PROPERTY.

1. KEPM IP Ownership . You acknowledge and agree that, as between you and KEPM, (i) all rights, title, and interest in Services and Feedback (defined below), including all intellectual property rights in the foregoing (collectively " Provider Property "), are owned by KEPM, its affiliates or licensors, and that nothing herein will restrict them from sharing or otherwise using Provider Property for any purpose, (ii) you do not acquire any ownership interest in any Provider Property as part of your use of our Services, and (iii) no license rights (including rights arising by implication or estoppel) are granted to you other than those expressly granted hereunder. If you (including any of your representatives) provide or suggest any changes or modifications to our Services (collectively, " Feedback "), we will own all right, title, and interest in, and will have all rights to use, such Feedback for any purpose. You hereby irrevocably assign to KEPM all right, title, and interest in and to the Feedback and any rights you may have in any Provider Property and agree to provide any assistance KEPM may require to document, perfect, and maintain KEPM's rights in the Feedback and other Provider Property.
2. Other Intellectual Property . No right, title, or interest in or to the Services or any of our content made available via the Services is transferred to you, and we reserve all rights not expressly granted. Any use of the Services not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws. You will not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on our materials or any other content of ours. Except as authorized by KEPM in writing in each case or as may not be prohibited by law, you agree not to use in advertising or other publicity the name of KEPM, any affiliate of KEPM or KEPM service provider, or any partner or employee of the foregoing, nor any trade name, trademark, trade device, service mark, symbol, or any abbreviation, contraction, or simulation, or other identifying reference thereof owned by or attributed to the foregoing. KEPM's content may include content protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws, or subject to particular legal or contractual limitations or disclaimers. You will read and comply with any and all notices or disclaimers posted on our website or otherwise provided to you with respect to any KEPM content, including all copyright notices, information, and restrictions.
3. Privacy Policy . Use of the Services is subject to this Agreement and our Privacy Policy. In the event of a conflict between any provision of this Agreement and our Privacy Policy, the provisions of our Privacy Policy shall prevail and control.
4. Consent to Electronic Communications . When you create an account, use the Services, place an Order, send an email, or otherwise electronically request that we contact you, you are communicating with us electronically and you consent to receive communications from us electronically by emails, texts, mobile push notices, or other notices and messages on or through the Services. We reserve the right, but do not have any obligation, to monitor the Services electronically. We further reserve the right to disclose any content, records, or electronic communication of any kind, including feedback, if required to do so by any law, rule, regulation, or court order, or if such disclosure is necessary or appropriate to operate the Services or to protect our rights or property, or the rights of other Services users, or our partners, affiliates, parent company, service providers, or as otherwise permitted in our Privacy Policy.
5. Security Measures . We do not represent or warrant that our systems will be completely secure. You acknowledge that we rely on internal and third-party systems, equipment, and networks for communications and connectivity. Further, there are risks inherent in internet connectivity that can result in interruptions in Services, loss or corruption of data, and loss of your privacy, including disclosure of your confidential information. You acknowledge that there are risks inherent in maintaining content in remote server and software network (cloud-based) environments, including the risk of hacking or other unauthorized third-party access to data and other content. We will implement reasonable administrative, physical, technical, and procedural safeguards. You will comply with all applicable security and other procedures imposed by us in connection with the Services. Our website may contain links to third-party websites, applications, or services that KEPM does not own or control. You agree that we will not be held responsible or liable for the content of third-party websites, applications, or services.
6. Compliance with Law . You will not use our Services in any way that violates the rights of third parties, and you agree to comply with all applicable local, state, national, provincial, and international laws, rules, and regulations.

4. NO ADVICE; INVESTMENT RISKS; TAXES.

1. No Advice .

1. The information provided about the Services is general in nature and provided for educational and informational purposes only, without any express or implied warranty of any kind, including warranties of accuracy, completeness, or fitness for any particular purpose. The information contained in or provided from or through the Services is not intended to be, does not constitute, and should not be relied on as financial, investment, trading, tax, legal, or any other advice or recommendation, nor does any information provided about or in connection with the Services constitute a comprehensive or complete statement of the matters discussed. The information on the Services is not specific to you or to anyone else. You should not make any decision – financial, investment, trading, tax, legal, or otherwise – based on any of the information presented on the Services without undertaking independent due diligence and consulting with a financial advisor or other qualified professional. You alone assume the sole responsibility of evaluating the risks and merits associated with the use of any information or other content on the Services or in placing Orders. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
2. KEPM does not endorse or approve your purchase or your sale of precious metals in any way. You understand that KEPM conducts limited due diligence and review of any precious metals purchase, sale, or transfer. You fully acknowledge that although KEPM facilitates the purchase, sale, and transfer of precious metals, you will not construe KEPM's actions to act upon your instructions as any endorsement or evaluation of merit, prudence, viability, or suitability of any kind, nor will you construe such facilitation as any indication of compliance with law.

2. Investment Risks . All investments, including precious metals, involve risk and are affected by numerous economic and geo-political factors. You, and not KEPM, are responsible for such risk, including, without limitation, market volatility and the inability to liquidate the products at an acceptable price, or at all. As stated above, you should consult your investment or financial advisor or other qualified professional prior to purchasing/selling precious metals and fully assess whether you possess adequate savings and income prior to considering such an investment. You represent and warrant to us that you have sufficient experience and knowledge to make informed financial decisions and that we are not making any recommendation with respect to your Orders. See additional disclosures and risk factors linked here . You acknowledge and agree that nothing available on or through the Services constitutes an offer (or solicitation of an offer) to buy or sell securities, commodities, currencies, financial instruments, or contracts for the exchange of value, services, risk, or any other financial product. You understand that KEPM or its affiliates may buy, sell, trade, lend, own, act as market maker and publish research or views on the markets, issuers, securities, precious metals and other commodities, currencies, financial instruments, or contracts for the exchange of value, services or risk. KEPM and its affiliates are permitted to transact in the foregoing, have views on the foregoing, or otherwise use any information related to the foregoing in any manner, including inconsistently with the substance or meaning of any content provided by KEPM, or before such content is made available by KEPM. You further understand that KEPM is under no obligation to submit or make available any particular data, research, or other such information to you.
3. Taxes . It is solely your responsibility to determine what, if any, taxes apply to the transactions you make using the Services and to report and remit the applicable taxes to the relevant taxing authorities. You agree that we are not responsible for determining whether taxes apply to your transactions. To the extent you or the depository institution providing or purchasing the precious metals are required by the relevant taxing authorities to deduct or withhold any amounts from a payment we make to you, we may make the required payment net of such taxes. Any amounts so withheld will be treated as having been paid for all purposes of this Agreement. You understand that we and/or the depository institution providing or purchasing the precious metals may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to the Services to a tax or governmental authority to the extent such reporting is required by applicable law. From time to time, we may ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame we specify may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should consult your own tax advisors before making any decisions with respect to precious metals transactions. You certify the information you provide to us is accurate and hereby agree to our using such information as is necessary to fulfill our federal, state and local tax payment or withholding purposes and tax filing obligations.
4. Additional Understandings . If you are investing for an IRA, you represent that you are aware that we do not act or represent that we are acting in a fiduciary capacity to you and do not provide any "investment advice" (impartially or otherwise) or a recommendation that any investment is suitable, advisable or appropriate for you, whether generally or considering your circumstances. In deciding to place an Order, you represent that you relied on either the recommendation of a fiduciary or your own examination of the investment, the terms of the investment and the risks attendant with the investment. If you are purchasing in a representative or fiduciary capacity, the representations and warranties in this Agreement shall be deemed to have been made on behalf of the person or persons for whom you are so purchasing, and you agree to furnish to us, upon request, documentation satisfactory to us supporting the truthfulness of such representations and warranties as made on behalf of such person or persons. All the information provided by the you in your account opening, liquidation, and other account-related documents and all of the representations, warranties and agreements set forth herein are true and accurate as of the date hereof and contain no omissions of material fact. Should the foregoing statement cease to be true in any respect, you agree to promptly notify us.

5. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY.

1. Disclaimer of Warranties .

1. KEPM PROVIDES THE SERVICES AND ACCESS TO PRODUCTS RELATED TO ANY ORDER ON AN "AS-IS," "WHERE-IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS. KEPM DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THEIR USE, OR ANY PRODUCT: (A) WILL BE UNINTERRUPTED, TIMELY, OR SECURE; (B) WILL BE FREE OF DEFECTS, INACCURACIES, FLAWS, OR OTHER ERRORS; (C) WILL MEET YOUR REQUIREMENTS; OR (D) WILL OPERATE AS INTENDED. KEPM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT.
2. KEPM WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON ITS WEBSITE BY ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY USER CONTENT, ADVICE, OR MARKETING PROVIDED BY ANY THIRD PARTY, ANY THIRD-PARTY LINKS POSTED ON THE SERVICES, OR ANY CONTENT TRANSMITTED THROUGH THE SERVICES. KEPM DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. WE RESERVE THE RIGHT TO DISCONTINUE OUR SERVICES AT ANY TIME.
3. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, KEPM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.

2. Limitation of Liability . None of KEPM, its affiliates, or KEPM's or its affiliates' respective current and former owners, officers, directors, principals, controlling persons, partners, members, employees, representatives, or agents (each a " Relevant Person ") will be liable to you or otherwise under this Agreement or in connection with the Services, except for any act or failure to act by a Relevant Person that constitutes Disabling Conduct on the part of such Relevant Person. " Disabling Conduct " means fraud, willful misconduct, or gross negligence, as finally determined in a non-appealable adjudication hereunder. Gross negligence will have the meaning generally applied to it by the laws of the State of New York.
3. Savings Clause . The laws of certain jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If such laws apply to some or all of the disclaimers, exclusions, or limitations in this Agreement, then certain such disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights. Notwithstanding anything to the contrary, nothing in this Agreement will, in any way, constitute a waiver or limitation of any rights which may not be so limited or waived in accordance with applicable law. Nothing in this Agreement prohibits you from reporting possible violations of law or regulation to any government agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of law or regulation.
4. Indemnity . To the fullest extent permitted under applicable law, you hereby agree to defend, indemnify and hold harmless KEPM and any other Relevant Person from and against any and all third-party claims, demands, damages, injuries, losses, liens, causes of action, suits, judgments, penalties, liabilities, debts, costs and expenses, including court costs and reasonable attorneys' fees relating to or arising from (i) your access to or use of the Services including any products available through the Services, (ii) any of your information provided to us, (iii) your entering into Orders with us, (iv) access to your account due to your failure to comply with this Agreement, or (v) any violation or alleged violation by you of any provision of this Agreement or law. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole discretion, control the disposition of any claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any claim without our prior written consent.
5. Further Limitations . IN NO EVENT WILL KEPM OR ANY OTHER RELEVANT PERSON BE LIABLE UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THIS AGREEMENT OR THE SERVICES OTHERWISE FOR ANY LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). WITHOUT LIMITING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF ANY RELEVANT PERSON (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ASSOCIATED WITH ANY CLAIM ARISING FROM THE SERVICES, FOR ANY REASON WHATSOEVER, SHALL BE LIMITED TO $100.

6. ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND WAIVER OF JURY TRIAL.

1. Generally . All disputes, claims, or controversies between you and KEPM or any other Relevant Person arising from or relating in any way to this Agreement or arising from or relating in any way to your use of the Services (a " Dispute ") will be settled through MANDATORY AND BINDING ARBITRATION in accordance with this section of this Agreement (collectively, the " Arbitration Agreement "). Arbitrations are decided by a neutral arbitrator rather than a judge or jury, but arbitrators may provide the same damages and remedies as a court. Arbitral awards are enforceable before any court of competent jurisdiction.
2. Exceptions . Notwithstanding this Arbitration Agreement, a Dispute between you and KEPM may be submitted to judicial proceedings under, and only under, the following conditions and circumstances: (a) you or KEPM may file a complaint in small claims court if the Dispute qualifies under the applicable jurisdictional limits; (b) if you opt-out as described below, you or KEPM may bring a judicial proceeding in accordance with this Agreement for non-arbitrable disputes specified below; or (c) if your Jurisdiction of Residence does not allow this Arbitration Agreement, you or KEPM may bring a judicial proceeding in accordance with this Agreement for non-arbitrable disputes specified below. " Jurisdiction of Residence " for purposes of this Arbitration Agreement means the jurisdiction in which you hold citizenship or legal permanent residence, as well as any jurisdiction from which you regularly access and use the Services. If more than one jurisdiction meets that definition for you, then your jurisdiction of citizenship or legal permanent residence shall be your Jurisdiction of Residence, and if you have more than one jurisdiction of citizenship or legal permanent residence, it shall be the jurisdiction with which you most closely are associated by permanent or most frequent residence.
3. Pre-Arbitration Process . KEPM wants to address your concerns without the need for formal dispute resolution. Before submitting the Dispute to arbitration, the party hereto asserting the actual or potential Dispute (the " Notifying Party ") shall undertake reasonable efforts to notify the other party (the " Notified Party ") in writing (a " Notice of Dispute ").

If you are the party asserting the Dispute, your reasonable efforts to notify us shall include contacting us at legal@kepm.com to provide your Notice of Dispute. If we are the party asserting the Dispute, our reasonable efforts to notify you shall include contacting you at the email address that you provided to us or otherwise providing notice via the Services.

The Notice of Dispute shall include the full legal name of the customer, the Notifying Party's contact information for any communications relating to such Dispute (including the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party to understand the basis of and evaluate the concerns raised.

If the Notified Party responds within 10 business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions to resolve the Dispute informally, then each party hereto shall promptly participate in such discussions and seek to resolve the Dispute in good faith.

If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraphs, a Dispute is not resolved within 30 business days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within 10 business days), the Notifying Party may initiate an arbitration proceeding in accordance with this Agreement.

If either party hereto purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of these pre-arbitration requirements, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

4. Arbitration . Any Dispute shall be referred exclusively to and finally resolved by arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures or pursuant to its Streamlined Arbitration Rules and Procedures.

The arbitration will proceed before a single arbitrator who shall be a qualified lawyer. Arbitration will take place in the English language in the County of Denver, United States. You may choose to have the arbitration conducted via videoconference, telephonically or via other remote electronic means.

You and KEPM shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing, or except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

The arbitrator will have the power to decide all matters relating to or concerning the Dispute or the arbitration, including the scope or applicability of this arbitration agreement as well as any and all other issues of arbitrability. The arbitrator will also have the power to grant whatever relief would be available in court under law or in equity. The arbitrator's award will be binding on you and KEPM and may be entered in any court of competent jurisdiction.

You and KEPM acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce. Any arbitration conducted pursuant to this Arbitration Agreement shall be governed solely by the Federal Arbitration Act (9 U.S.C., Secs. 1-16), without regard to conflicts-of-laws rules and principles. If, notwithstanding the preceding sentence, the Federal Arbitration Act cannot apply as the exclusive law governing the arbitration, the laws of the state of New York, without regard to conflicts-of-laws rules and principles, shall govern any issue in the arbitration to which the Federal Arbitration Act cannot apply.

5. Costs . For any arbitration filed by a consumer (as defined by the JAMS Consumer Minimum Standards of Procedural Fairness) and except for a Dispute determined by an arbitrator or court to be frivolous, asserted in bad faith, and/or asserted for purposes of harassment, KEPM will pay your JAMS Filing Fee, Case Management Fee and all professional fees for the arbitrator's services.
6. No Class Actions . YOU AND KEPM MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. Notwithstanding any provision in this Agreement to the contrary, if the class-action waiver in this provision is deemed invalid or unenforceable, or if an arbitration can proceed on a class basis, then neither you nor KEPM is entitled to arbitrate the Dispute.
7. Opt Out . You may opt-out of this Arbitration Agreement. If you do so, neither you nor KEPM can require the other to participate in an arbitration proceeding pursuant to this Agreement. To opt-out, you must notify us in writing within 30 days after the date that you first accept this Agreement. You may also opt-out within 30 days after we notify you regarding a material change to this Agreement. You must send us a notice to this address to opt-out:

Kirk Elliott Precious Metals
1660 17th Street
Suite 400
Denver, CO 80202

You must include your name and residential address, your email address, and a clear statement that you want to opt-out of this Arbitration Agreement.

8. Non-Arbitrable Disputes . Except as otherwise required by applicable law or provided in this Agreement, if this Arbitration Agreement is found not to apply to you or your Dispute or not to be enforceable for any reason, you agree that any judicial proceeding may only be brought in a court of competent jurisdiction in the County of Denver, Colorado, United States. Both you and KEPM consent to venue and personal jurisdiction there, provided that either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court having jurisdiction. YOU AND KEPM HEREBY IRREVOCABLY AND EXPRESSLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT OR ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICES.
9. Enforceability . This Arbitration Agreement shall survive the termination or expiration of this Agreement. Except for the provisions of this Arbitration Agreement that prohibit class actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, then the remaining portions of this Arbitration Agreement shall nevertheless remain valid and in force. If a court finds the prohibition of class actions to be invalid or unenforceable, then the entirety of this Arbitration Agreement shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

7. TERM AND TERMINATION.

1. Term . The term of this Agreement commences on the date you accept this Agreement, including by signing an account opening form or an Order Form. Except as otherwise provided in an Order Form, KEPM may terminate this Agreement at any time, with or without cause. You may terminate this Agreement at any time on five business days' prior written notice to KEPM.
2. Effect of Termination . On termination or expiration of this Agreement for any reason, all of your rights hereunder to access and use our Services will automatically terminate and you will cease all access to and use of our Services. The following provisions shall survive termination or expiration of this Agreement: Sections 2, 3, 4, 5, and 6, Section 7(b) and Section 8.

8. MISCELLANEOUS.

1. Entire Agreement . This Agreement, including any Order Forms, constitutes the entire agreement between you and KEPM and supersedes any and all prior or contemporaneous agreements, written or oral, between you and KEPM regarding the Services (including, without limitation, any prior versions of this Agreement). We also may post on our website guidelines, rules, and other terms and conditions governing our Services, which you agree to comply with. In the event of a conflict between this Agreement and such other guidelines, rules and terms and conditions, this Agreement will control. In the event of a conflict between this Agreement and any Order Form, this Agreement will control other than as expressly set forth in such Order Form. The parties hereto agree and acknowledge that this Agreement may be signed by means of an electronic signing process, provided that such signing process complies fully with all applicable laws (including the U.S. ESIGN Act of 2000 and any applicable state laws).
2. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflicts of law that would apply to the substantive laws of another jurisdiction. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
3. Relationship of the Parties . By entering this Agreement, you authorize KEPM to act on your behalf in connection with buying, liquidating, transferring, and otherwise transacting in precious metals, in each case pursuant to your Orders. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause you and us to be treated as partners, joint-venturers, or otherwise as joint associates for profit, and neither you nor us will be treated as the agent of the other. Nothing in this Agreement establishes or is intended to establish any fiduciary, employment, or other relationship between you and us.
4. No Waiver . No failure or delay by KEPM to insist upon the strict performance of any term, condition, or covenant of this Agreement, or to exercise any right, power or remedy pursuant to or arising from this Agreement or under law or consequent upon a breach or default of this Agreement, shall constitute a waiver of any term, condition, covenant, agreement, right, power, remedy of any such breach, or preclude KEPM from exercising any right, power or remedy at any later time or times.
5. Third-Party Beneficiaries; Assignment . This Agreement, including any Order Forms, is for the benefit of, and will be enforceable by, the parties hereto only, and is not intended to and does not confer any right or benefit on any third party or create any obligations or liability of a party to any such third party. You may not assign, transfer, or sublicense any of your rights or obligations without our prior written consent, which consent may be withheld in our sole and absolute discretion. Any assignment in violation of this Section will be null and void. We may assign, transfer or sublicense all of or any part of our rights and obligations under this Agreement without restriction. This Agreement shall be binding upon your successors and assigns.
6. Amendments . Except for Order Forms, KEPM may amend this Agreement in its sole discretion so long as KEPM notifies you of amendments reasonably in advance of such amendments becoming effective, such as notifying you via e-mail to the email address we have for you on file, or otherwise via our Services or such other form of reasonable prior written notice. Unless you terminate this Agreement prior to the effective date of any such amendment, the amendment will become effective and binding on you. Notwithstanding the foregoing, KEPM will not be required to notify you of any amendments to cure any ambiguity or correct or supplement any provision hereof which is incomplete or inconsistent with any other provision hereof, or correct any printing, stenographic or clerical error or omissions, provided, that any such amendment does not adversely affect your interests. Amendments to Order Forms must be in writing and signed by both parties hereto.
7. Severability . The invalidity or unenforceability of any provision of this Agreement or subpart hereof shall in no way affect the validity or enforceability of any other provisions or subparts hereof. If any provisions of this Agreement are found to be invalid or unenforceable, in lieu of such illegal, invalid or unenforceable paragraph, provision or part thereof, there shall be automatically added a provision as similar in terms to the illegal, invalid or unenforceable paragraph, provision or part thereof, as may be possible to make it, legal, valid, and enforceable.
8. Notices . All notices to be given under this Agreement must be in writing. KEPM may notify you by personal delivery, by e-mail (including to your e-mail address on file with us), by mail (including to your address on file with us), by posting on the home or other primary page of our website or by another reasonable means of electronic communication. You may notify KEPM by personal delivery or by mail to Kirk Elliott Precious Metals, 1660 17th Street, Suite 400, Denver, CO 80202. Notices will be deemed to have been given (i) if by personal delivery or by mail, when received, (ii) if by e-mail, upon sending, and (iii) if by posting to our website, when posted. KEPM may rely on contact information provided by you.
9. Force Majeure . KEPM shall not be liable for any failure or delay in the performance of its obligations due to fire, flood, earthquake, explosion, elements of nature, acts of God or similar cataclysmic occurrence, acts of war (whether war is declared or not, and whether or not such war involves the jurisdictions in which you or KEPM or its affiliates reside or conduct business and whether or not such war involves the jurisdictions where this Agreement is to be performed), terrorism, riots, civil disorder, theft, misappropriation, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, strikes, labor stoppages, shortages of or delay in receiving raw materials, pandemics, epidemics, rebellions, embargoes, or blockades, or other similar causes beyond our reasonable control.

9. SMS TERMS OF SERVICE.

By providing your mobile phone number and opting into SMS communications from Kirk Elliott Precious Metals, you consent to receive text messages from us, including:

• Responses to inquiries you submit through our website or other channels
• Follow-up communications from our precious metals consultants
• Account notifications and transaction updates
• Educational content about precious metals investing
• Promotional offers and company updates (you may opt out of promotional messages while continuing to receive service-related texts)

Message Frequency: Message frequency may vary based on your interactions with us and the services you use.

Costs: Message and data rates may apply as determined by your mobile carrier. We do not charge for our SMS service, but your carrier's rates will apply.

Opt-Out: You may opt out at any time by replying STOP to any text message. After opting out, you will receive one final confirmation message. You may also contact us at 720-605-3900 to be removed from our SMS list.

Help: For assistance, reply HELP to any message or contact us at 720-605-3900 or visit kepm.com .

Privacy: Your mobile information will be used in accordance with our Privacy Policy available at https://www.kepm.com/legal .

Terms of Service: By using our SMS service, you also agree to our Terms of Service available at https://www.kepm.com/terms-conditions.

We do not share your mobile phone number with third parties for their marketing purposes. Standard messaging and data rates apply. Carriers are not liable for delayed or undelivered messages.