THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH E-GOLD LTD. WILL PROVIDE ITS E-GOLD® ACCOUNT SERVICES. THIS AGREEMENT DESCRIBES USER’S RIGHTS AND OBLIGATIONS WHEN USING THESE SERVICES. USER MUST READ IT CAREFULLY AND BE SURE USER UNDERSTANDS THESE TERMS AND CONDITIONS.
CREATION OR USE OF AN E-GOLD ACCOUNT MEANS USER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THE PARTIES TO THIS AGREEMENT ARE THE ISSUER AND THE USER.
1. Definition of Terms
1.1. “e-metal” means Issuer’s family of account based electronic currencies. Each e-metal currency in circulation is 100% backed at all times with unencumbered bullion bars or specie in allocated storage. The assets backing each of the e-metal currencies are comprised exclusively of a single precious metal for each of the respective e-metals. E-gold is 100% backed by gold, e-silver is 100% backed by silver, e-platinum is 100% backed by platinum, and e-palladium is 100% backed by palladium.
Bullion backing the e-metal currencies is held in trust by The e-gold Bullion Reserve Special Purpose Trust for the exclusive benefit of all e-gold account holders collectively.
An e-metal balance is accounted by weight and constitutes title to that precise fine weight of metal. e-metal is payable to the User on demand in physical bullion, subject only to the conditions specified in this Account Agreement.
1.2. “e-gold” means the e-metal currency backed by gold bullion; however, the word “e-gold” is also used synonymously with the term e-metal. The words "e-gold" and "e-metal" are registered trademarks and are used interchangeably in this Agreement.
1.3. “Issuer” means e-gold Ltd., a Nevis Corporation.
1.4. “Primary User” means the User that creates the e-gold account. Primary User is the owner of the account from the perspective of Issuer. Primary User may add additional Users to the account. The Issuer shall treat all such additional Users as delegates of Primary User.
1.5. “Permissions” means account access privileges granted by Primary User to designated additional Users. Unless Primary User specifically limits permissions, such additional Users have the same privileges as Primary User with certain exceptions, including, but not limited to (1) the ability to reassign Primary User status and (2) the ability to close the account.
1.6. “User” means any user accessing an e-gold account with permissions granted by Primary User.
1.7. “Escrow Agent” means the entity appointed by Issuer to maintain control over the disposition of and to attest to the quantity of all bullion held in allocated storage and comprising the 100% backing.
1.8. “Mint” means the entity appointed by Issuer to effect the issuance of and to attest to the quantity of e-gold in electronic circulation.
1.9. “Operator” means the entity or entities appointed by Issuer to operate website, transaction and or database servers and to maintain their physical and network security.
1.10. “Repository” means the entity or entities that holds the bullion in allocated storage subject to the dual signed instructions from Issuer and Escrow Agent.
1.11. “Available Balance” means the total balance of a particular e-metal account minus accrued Agio Fee obligation.
1.12. “Spend” means the act of transferring value between e-gold accounts in fulfillment of a payment order entered by User. Spends are accounted by weight and convey title to that precise fine weight of metal. Spends may not exceed Available Balance.
1.13. “Bailment” means delivery by User to Issuer of certified good delivery bullion bars in exchange for the issuance of e-metal.
1.14. “Redemption” means delivery of certified good delivery bullion bars to User upon surrender of e-metal by User to Issuer.
1.15. “Passphrase” means a series of characters, known only to User, deemed of suitable complexity as determined from time to time by Issuer. For purposes of this agreement, Passphrase also refers to other authentication mechanisms to which User and Issuer mutually agree.
2. Conditions of Use
User acknowledges that (i) the e-gold service and Issuer are not a bank (ii) e-gold accounts are not insured by any government agency and (iii) the e-gold service and Issuer are not subject to banking regulations.
2.1. User Obligations. User agrees that all User obligations under this Agreement are the joint and several obligations of all the Users with greater than read-only access to a particular account.
2.2. Identifying Information. User must provide Issuer with valid and accurate identifying information as determined from time to time by Issuer.
2.3. Protection of Passphrase
2.3.1. User is responsible for the protection of User’s Passphrase that gives access to User’s e-gold account. User agrees that, in the event of the loss or misuse of User’s Passphrase, Issuer disclaims all liability for such loss. User shall indemnify and hold harmless Issuer for relying on transactions authorized using User’s Passphrase prior to such time as User notifies Issuer that User’s Passphrase has been compromised.
2.3.2. User acknowledges and accepts that in the case of a claim of unauthorized Spends, the presumption shall be that all Spends are authorized by and are the liability of the User. However, if User establishes to the satisfaction of Issuer that value was diverted from User’s Account due to a breach of e-gold system security, then Issuer shall restore the diverted value.
2.3.3. User must not divulge User’s Passphrase to anyone else, nor may User use anyone else’s Passphrase. User agrees that Issuer will treat any person accessing User’s account using User’s Passphrase as the User.
2.3.4. Issuer is not responsible for losses incurred by User as the result of User’s misuse of a Passphrase.
2.3.5. User agrees that any action taken by any person using User’s Passphrase shall be binding on User and all other parties with an interest in that account.
2.4. Irrevocability of Spends
2.4.1. User agrees that all Spends initiated by User are final and not reversible.
2.4.2. User is responsible for all Spends from User’s e-gold account, except as provided in section 2.3, even if the instructions provided by User are incorrect.
2.5. Disputes Between Users
2.5.1. Any disputes that arise between Users are not the responsibility of Issuer.
2.5.2. User acknowledges that e-gold is not an escrow service, and that Issuer does not make any guarantees regarding purchases made when using the e-gold service. User acknowledges that Issuer does not ensure the quality, safety, or legality of any merchandise received, nor that the seller will even ship the merchandise.
2.6. Indemnification
User agrees to indemnify and hold harmless Issuer, its agents, affiliates officers, directors and employees from any claim or demand whatsoever relating to or arising out of User’s use of the e-gold system, except for any loss caused by negligence or willful misconduct of Issuer.
3. Obligations of Issuer
Issuer shall honor these obligations:
3.1. Reserve Requirement
3.1.1. All e-metal in circulation shall be backed 100% at all times with unencumbered metal in allocated storage. e-metal is payable to User, fine gram for gram, on demand, in physical metal, subject only to the conditions specified in this Agreement. For example, e-gold is payable to User, fine gram for gram, on demand, in physical gold.
3.1.2. Under no circumstances will Issuer abrogate its obligation to back all e-metal with (at least) 100% reserve of physical metal.
3.2. Conditional Bailment
Issuer will accept Bailment in accordance with procedures and restrictions stipulated by Issuer and Escrow Agent.
3.3. Conditional Redemption
Issuer will redeem e-metal subject to these conditions:
3.3.1. Redemption medium – Issuer will redeem e-gold only with bullion already in inventory. If, for example, Issuer is holding only 400 oz gold bars, redemption demands specifying some other sort of gold bar will not be honored.
3.3.2. Threshold redemption quantity – Issuer reserves the right to specify a minimum quantity for redemption. This minimum is subject to change, with advance notice, at the sole discretion of Issuer. In no case will the minimum be less than the fine weight of the smallest bullion items held in storage.
3.3.3. Shipping/Handling and Premium – Issuer reserves the right to charge fees for shipping, handling and insurance incident to delivery in fulfillment of redemption orders. An additional charge will be assessed for redemption involving inventory items that command a market premium of value over their fine weight.
3.3.4. Right of Redemption – Except as provided in Section 4.6.1, will Issuer will not attempt to suspend or revoke User’s conditional right of Redemption.
3.4. Transparency
Issuer will publish and maintain at the e-gold website a balance sheet displaying the total amount of e-metal in circulation and the quantity and composition of the bullion reserve backing it.
3.5. User Interface
Issuer will ensure that a secure online User interface is made available.
3.6. Exchange Rates
Strictly for User’s convenience, Issuer may allow Spend order entry in terms of national currency units or in fine weight of other metal using an exchange rate specified by Issuer. If a national currency unit or other metal is used for specification of payment, a calculation will be applied to determine fine weight of metal conveyed, using Issuer's posted exchange rate. Posted exchange rates are only for convenience of User. Issuer does not make a market for exchange and Issuer does not represent that anyone will make a market honoring the specified exchange rates.
3.7. Privacy
3.7.1. Issuer will produce and maintain a Privacy Policy, which will be publicly available at the e-gold website. In the event of any conflict between the Privacy Policy and this Agreement, the terms of this Agreement will control.
3.7.2. Unless (1) otherwise approved by User or (2) ordered by a court or arbitration body of acceptable jurisdiction, as determined by Issuer, Issuer shall not reveal User’s contact or identifying information or transaction history to any third party.
3.7.3. Issuer will not store Passphrase in plaintext. No employee of Issuer will ever ask for User’s Passphrase.
4. Rights of Issuer
Issuer reserves the following rights:
4.1. Governance Model
Issuer reserves the right to appoint third parties to fulfill specified governance roles, including, but not limited to: (1) Escrow Agent, (2) Mint, (3) Operator, and (4) Repository.
4.2. Value Limits
Issuer may set the value limit on the balance in an e-gold account based on the sufficiency of the identifying information provided by User. Issuer may restrict User’s ability to use more than one e-gold account in an attempt to circumvent this limit.
4.3. Fees
Issuer reserves the right to assess and collect the following fees from User’s account:
4.3.1. Agio Fee - collected by Issuer in periodic installments based on average daily balance during the interval since previous Agio Fee assessment.
4.3.2. Spend Fee - deducted by Issuer in e-metal from the recipient account of a Spend. The Spend Fee shall not exceed 1% of the Spend amount.
4.3.3. Other Administrative Fees - collected by Issuer for providing support to User when User contacts Issuer and Issuer is not at fault.
4.4. Escheat
Issuer will not escheat inactive e-gold accounts. An inactive account with a balance shall remain dormant forever, other than continued assessment of fees, unless and until an heir presents valid documentation entitling the heir to inherit the account.
4.5. Force Majeur
Issuer will not be responsible for delays or failures in the transmission, receipt or execution of orders, payments, deliveries or information due to events beyond its control. The obligations of this contract precede any government enactment.
4.6. Right of Association
Issuer reserves the right to refuse service to particular individuals or entities, at its sole discretion, with or without cause.
4.6.1. Refusal with Cause
Issuer will block any transactions that increment or decrement the balance in User’s e-gold account (“Freeze”), with cause:
4.6.1.1. Issuer will Freeze the e-gold account of User if User uses, or attempts to use the e-gold service in connection with tampering, cracking, modifying or otherwise corrupting the security or functionality of the e-gold system. Additionally, User will be subject to damages and other penalties, including criminal prosecution where available and the notification of the general public of User’s actions, at the sole discretion of Issuer.
4.6.1.2. Issuer will Freeze or remove a Freeze from an e-gold account, if ordered to do so by an order from a court or arbitration body of acceptable jurisdiction, as determined by Issuer.
4.6.1.3. Agio Fee will continue to be assessed on a frozen account.
4.6.2. Refusal without Cause
If Issuer refuses service to User without cause Issuer will do so by adjusting value limit, but Issuer will not Freeze the account.
4.7. Trademarks
Issuer retains all right, title, and interest in and to trademarks. User shall only use e-gold trademarks with the express permission of Issuer. User shall not use the trademarks in any manner that is disparaging to e-gold. Under no circumstances may a User alter, modify, or change Issuer's trademarks.
4.8. The Fusion Codicil
Issuer reserves the right to stop issuing additional e-gold by ceasing to accept bailment of additional bullion. This extraordinary provision will be triggered only in the event that lower cost or more efficient physical methods of extraction or transmuting the metals that comprise the reserves of the e-gold system result in subsequent non-scarcity of those elements.
5. Arbitration
Any controversy or claim arising under or related to this Agreement shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association before a single arbitrator appointed by mutual consent of the parties to this Agreement. The language of the arbitration shall be English.
6. Waiver
Failure to exercise or delay in exercising any right, power or remedy hereunder by Issuer shall not operate as waiver thereof, nor shall any single or partial exercise of any right, power or remedy of Issuer hereunder preclude any other or future exercise thereof or the exercise of any other right, power or remedy.
7. Assignment
The provisions of this Agreement shall be continuous and shall inure to the benefit of Issuer, its successors and assigns, and shall be binding upon User and/or the estate, personal representatives, administrators and successors of User. Issuer may assign its rights and delegate its duties as to any or all transactions under this Agreement. User shall not delegate any obligations hereunder without the prior written consent of a duly authorized officer of Issuer and any attempt at such delegation without such consent shall be void.
8. Jurisdiction
This Account Agreement is governed by the laws of Nevis as such laws are applied to agreements entered into and to be performed entirely within Nevis by Nevis residents.
9. Severability
In the event that any provisions of this Agreement shall be determined by an arbitration body or a court of competent jurisdiction to be unenforceable in any jurisdictions, such provision shall be unenforceable in that jurisdiction and the remainder of this Agreement shall remain binding upon the parties as if such provisions were not contained therein. The enforceability of such provision shall otherwise be unaffected and remain enforceable in all other jurisdictions.
10. Entire Agreement
This Agreement constitutes the entire and whole Agreement between User and Issuer and is intended as a complete and exclusive statement of the terms of the Agreement. This Agreement shall supersede all other communications between the parties. This Agreement may be amended only upon execution of a subsequent agreement or upon User's failure to object within 10 days to modifications posted on Issuer’s website.
