Last Updated: November 1, 2011
"user") and American Precious Metals Exchange, Inc. ("APMEX", "we", or "us"). This
Agreement governs your access and use of the APMEX Widget ("Widget" or "Services").
Please read this Agreement carefully before using the Services. By using the Services,
you agree to be bound by the terms and conditions contained in this Agreement. If
you do not agree to the terms and conditions contained in this Agreement, you may
not access or otherwise use the Services.
We may, in our sole discretion, modify this Agreement with or without notice to
you. The "Last Updated" date at the top of this Agreement will indicate when the
latest modifications were made. By continuing to access and use the Services after
this Agreement has been modified, you are agreeing to such modifications. If notice
of modifications is provided to you and you do not agree to the modifications, we
may discontinue your access to the Services at any time following such notice at
You must be at least 13 years of age to use the Services. By providing information
to APMEX, you represent to APMEX that you are 13 years of age or older. If You are
under the age of eighteen (18), you represent that you are either an emancipated
minor, or have obtained the legal consent of your parent or legal guardian to enter
into this Agreement, submit content, participate through the Services and fulfill
the obligations set forth in this Agreement.
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II. Communications, Privacy
You expressly agree that, as part of the Services, you will receive communications
by email, including promotional communications from time to time. You may stop receiving
promotional alerts via email by emailing email@example.com. You may not opt out of service-related
acknowledge that you have read, and you agree to be bound by, the terms of our Privacy
Policy. We reserve the right, and you authorize us, to use information regarding
your use of the Services, account registration, and any other personal information
security or privacy, will be subject to the limitations on liability and dispute
resolution provisions contained in this Agreement.
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III. Copyright; Trademarks
You acknowledge that all materials on the Services, including the Services' design,
graphics, text, sounds, pictures, software and other files and the selection and
arrangement thereof (collectively, "Materials"), are the property of APMEX
or its licensors, and are subject to and protected by United States and international
copyright and other intellectual property laws and rights. You will not obtain any
ownership interest in the Materials or the Services through this Agreement or otherwise.
All rights to Materials not expressly granted in this Agreement are reserved to
their respective copyright owners. Except as expressly authorized by this Agreement
or on the Services, you may not copy, reproduce, distribute, republish, download,
perform, display, post, transmit, exploit, create derivative works or otherwise
use any of the Materials in any form or by any means, without the prior written
authorization of APMEX or the respective copyright owner. APMEX authorizes you to
view and download the Materials only for use on your website provided that you keep
intact all copyright and other proprietary notices contained in the original Materials.
You may not modify or adapt the Materials in any way or otherwise use them for any
other purpose. The trademarks, service marks, trade names, trade dress and logos
(collectively, " Marks") contained or described on the Services (including,
without limitation, APMEX and any Marks associated with any products available on
the Service) are the sole property of APMEX and/or its licensors and may not be
copied, imitated or otherwise used, in whole or in part, without the prior written
authorization of APMEX and/or licensors. In addition, all page headers, custom graphics,
button icons and scripts are Marks of APMEX and may not be copied, imitated or otherwise
used, in whole or in part, without the prior written authorization of APMEX will
enforce its intellectual property rights to the fullest extent of the law.
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IV. Links; Third Party Websites
Links on the Services to third party websites and applications are provided only
as a convenience to you. If you use these links, you will leave the Services. Your
dealings with third parties through links to such third party websites or applications
are solely between you and such third parties. You agree that APMEX and its Affiliated
Parties will not be responsible or liable for any content, goods or services provided
on or through these outside websites or applications or for your use or inability
to use such websites or applications. You will use these links at your own risk.
You are advised that other websites on the Internet, including third party websites
linked from the Services, might contain material or information that some people
may find offensive or inappropriate; or that is inaccurate, untrue, misleading or
deceptive; or that is defamatory, libelous, infringing of others' rights or otherwise
unlawful. APMEX expressly disclaims any responsibility for the content, legality,
decency or accuracy of any information, and for any products and services, that
appear on any third party website.
Without limiting the foregoing, your correspondence or business dealings with, participation
in promotions of or purchases from, advertisers found on or through the use of the
Services, including payment for and delivery of related goods or services, and any
other terms, conditions, warranties or representations associated with such dealings,
are solely between you and such advertiser. You agree that APMEX and its Affiliated
Parties shall not be responsible or liable for any loss or damage of any sort incurred
as the result of any such dealings or as the result of the presence of such advertisers
on the Services.
APMEX is not responsible for any product or service sold on or through the Services
or any claims of quality or performance made on or through the Services.
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V. Disclaimer; Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THE MATERIALS CONTAINED
HEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, APMEX, ITS PARENT, SUBSIDIARIES AND OTHER
AFFILIATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER
REPRESENTATIVES (COLLECTIVELY, "APMEX AND ITS AFFILIATED PARTIES") EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, APMEX AND ITS AFFILIATED
PARTIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II)
THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE INFORMATION
THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE,
(IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU
THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICES
WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE
OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, YOUR MOBILE DEVICE, OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU FROM APMEX AND ITS AFFILIATED PARTIES OR ON OR
THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL SERVICES PURCHASED AND OBTAINED ON OR THROUGH THE SERVICE ARE SUBJECT ONLY TO
ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE DISTRIBUTORS AND/OR SUPPLIERS, IF
ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, APMEX AND ITS AFFILIATED
PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
ANY IMPLIED WARRANTIES, WITH RESPECT TO THE SERVICES (INCLUDING VIRTUAL SERVICES
OR THIRD PARTY APPLICATIONS OR SUBSCRIPTIONS) LISTED OR PURCHASED ON OR THROUGH
THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE EXPRESSLY DISCLAIM
ALL LIABILITY FOR SERVICE DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR,
SERVICE MISUSE, ABUSE, SERVICE MODIFICATION, IMPROPER SERVICE SELECTION AND NON-COMPLIANCE
WITH ANY WRITTEN DIRECTIONS.
APMEX AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR
ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE
OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY LIABILITY (I) AS A PUBLISHER
OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY
UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, OR (IV) FOR
ANY OTHER MATTER RELATING TO THE SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF
LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS,
LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING
SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED
ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH
DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN APMEX AND YOU. THE INFORMATION AND SERVICES
OFFERED ON AND THROUGH THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF APMEX AND
AFFILIATED PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE
OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY INFORMATION
OR SERVICE PURCHASED BY YOU FROM APMEX ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE
THAT IF YOU HAVE NOT PAID APMEX ANY AMOUNTS FOR ANY INFORMATION OR SERVICE PRIOR
TO THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY
FOR ANY DISPUTE WITH APMEX IS TO STOP USING THE SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION
OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE
ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE
EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
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You agree to indemnify, defend and hold harmless APMEX and its Affiliated Parties
against all claims, demands, causes of action, losses, expenses, damages and costs,
including any reasonable attorneys' fees, resulting or arising from or relating
to your use of or conduct on the Services, any activity related to your account
by you or any other person,
any material that you submit to, post on or transmit through the Services, your
breach of this Agreement, your infringement or violation of any rights of another,
or termination of your access to the Services.
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VII. Service Usage; Termination of Usage
You are required to establish an account on the Services in order to take advantage
of certain features of the Services. If you provide information on the Services,
you agree to (a) provide true, accurate, current and complete information about
yourself as prompted by the Services, and (b) as permitted, maintain and promptly
update such information to keep it true, accurate, current and complete. If you
provide any information that is false, inaccurate, outdated or incomplete, or APMEX
has reasonable grounds to suspect that such information is false, inaccurate, outdated
or incomplete, ] APMEX has the right to suspend or terminate your account and prohibit
any and all current or future use of the Services (or any portion thereof) by you.
You will create a username and password while completing the account registration
process. You are responsible for maintaining the confidentiality of the password
and account, and are fully responsible for all activities that occur under your
password or account. APMEX reserves the right to refuse registration of, or cancel,
a username in its sole discretion. You agree to (a) immediately notify APMEX of
any unauthorized use of your password or account or any other breach of security,
and (b) ensure that you exit from your account at the end of each session. You agree
to be responsible for all actions resulting from the use of your account on the
Services, including actions resulting from unauthorized use of your account prior
to your taking steps to prevent such occurrence by changing your password and notifying
APMEX. APMEX and its Affiliated Parties cannot and will not be liable for any loss
or damage arising from your failure to comply with this section.
You agree to use the Services only for lawful purposes, and that you are responsible
for your use of the Services. You agree not to post on or transmit through the Service
any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane,
indecent, offensive, hateful or otherwise objectionable material of any kind, including
any material that encourages criminal conduct or conduct that would give rise to
civil liability, infringes others' intellectual property rights or otherwise violates
any applicable local, state, national or international law. You agree not to use
the Services in any manner that interferes with its normal operation or with any
other user's use and enjoyment of the Services.
You further agree that you will not access the Services by any means except through
the interface provided by APMEX for access to the Services. Creating or maintaining
any link from another website or application to any page or functionality on the
Services except as provided in these Terms is prohibited. Running or displaying
the Services or any information or material displayed on the Services in frames
or through similar means on another website or application except as provided in
these Terms is prohibited. Any permitted links to the Services must comply with
all applicable laws, rules, and regulations.
APMEX makes no representation that Materials contained on the Services are appropriate
or available for use in jurisdictions outside the United States, or that this Agreement
complies with the laws of any other country. Visitors who use the Services and reside
outside the United States do so on their own initiative and are responsible for
compliance with all laws, if and to the extent local laws are applicable. You agree
that you will not access the Services from any territory where its contents are
illegal, and that you, and not APMEX and its Affiliated Parties, are responsible
for compliance with applicable local laws.
This Agreement is effective unless and until terminated by either you or APMEX.
You may terminate this Agreement at any time, provided that you discontinue any
further use of the Services. APMEX also may terminate or suspend this Agreement,
at any time, without notice, and accordingly deny you access to the Services, for
any reason, including without limitation, if in APMEX's sole discretion you fail
to comply with any term or provision of this Agreement or your use is harmful to
the interests of another user or APMEX and its Affiliated Parties. Upon any termination
of the Agreement by either you or us, you must promptly uninstall the Service and
destroy all materials downloaded or otherwise obtained from the Services, as well
APMEX reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Services (or any part thereof) with or without notice.
Except as otherwise expressly stated in this Agreement, you agree that APMEX and
its Affiliated Parties shall not be liable to you or to any third party for any
modification, suspension or discontinuation of the Services.
You agree that APMEX may terminate or suspend your access to all or part of the
Services, without notice, for any conduct that APMEX, in its sole discretion, believes
is in violation of this Agreement or any applicable law or is harmful to the interests
of another user or APMEX and its Affiliated Parties.
Sections V, VI, VII, VIII and IX shall survive any termination of this Agreement.
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VIII. Applicable Law; Jurisdiction; Dispute
It is the common goal of APMEX and you that any disagreement or dispute between
APMEX and you be resolved expeditiously. APMEX and you agree that all disagreements
and disputes between APMEX and you be resolved in accordance with the following
Forum Selection. The federal and state courts located in Oklahoma County, Oklahoma
shall have exclusive jurisdiction of all disagreements and all disputes. All disagreements
and all disputes shall be resolved exclusively in such federal and state courts.
You hereby consent to the personal jurisdiction of those federal and state courts
for the purpose of resolving such disagreements and such disputes and waive all
objections to the jurisdiction of such federal and state courts.
Governing Law. This 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.
Waiver of Jury Trial; Arbitration. BOTH APMEX AND YOU HEREBY WAIVE THEIR RIGHT TO
TRIAL BY JURY IN CONNECTION WITH ANY DISAGREEMENT OR DISPUTE RESULTING FROM, OR
IN CONNECTION, THIS USER AGREEMENT AND THE TRANSACTIONS UNDER THIS USER AGREEMENT.
Both APMEX and you also waive any arbitration requirements to which they might otherwise
IX. Severability; Interpretation
If any provision of this Agreement shall be deemed unlawful, void, or for any reason
unenforceable by a court of competent jurisdiction, the validity and enforceability
of any remaining provisions shall not be affected. When used in this Agreement,
the term "including" shall be deemed to be followed by the words "without limitation."
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X. Entire Agreement
constitutes the entire and only Agreement between APMEX and each user of the Services
with respect to the subject matter of this Agreement and supersedes any and all
prior or contemporaneous Agreements, representations, warranties and understandings,
written or oral, with respect to the subject matter of this Agreement.
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The failure of APMEX and its Affiliated Parties to insist upon strict adherence
to any term of this Agreement shall not constitute a waiver of such term and shall
not be considered a waiver or limit that party's right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
You agree that regardless of any statute or law to the contrary, any claim or cause
of action arising from or relating to use of the Services or this Agreement must
be filed within one (1) year after such claim or cause of action arose, or will
be forever barred. The "Disclaimer; Limitation of Liability" provisions of this
Agreement are for the benefit of APMEX and its Affiliated Parties as defined herein,
and each of these individuals or entities shall have the right to assert and enforce
these provisions directly against you on its own behalf.
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XII. Contact Information
If you have any comments, questions, or complaints regarding this Agreement or the
Services, or wish to report any violation of this Agreement, please contact us
. We will address any issue to the best
of our abilities as soon as possible.
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©2014, APMEX, Inc. All Rights Reserved.