CNT Trading Agreement and Digital Platform Terms

Important Notice

These CNT Trading Agreement and Digital Platform Terms govern your account, account application, access to CNT systems, and all purchases, sales, trades, orders, quotes, confirmations, payments, deliveries, settlements, account activity, digital platform activity, and related services involving precious metals and any other products or services made available by CNT.

By submitting an account application, accessing CNT’s website, application, portal, API, electronic services, or placing, submitting, accepting, or requesting any quote, order, trade, purchase, sale, payment, delivery, or transaction by telephone, email, chat, portal, application, API, recorded call, upload, written instruction, or other approved method, you agree to be bound by these Terms.

You may be unable to submit an account application, request access, place a trade request, accept a quote, submit payment or delivery instructions, or engage in a transaction unless you affirmatively accept these Terms through CNT’s approved acceptance process. CNT may require clickwrap acceptance, checkbox acceptance, electronic signature, portal acknowledgment, or other affirmative acceptance method before allowing access to live services or transaction functionality.

These Terms are intended to supplement and govern all confirmations, invoices, account documents, transaction records, account applications, disclosures, policies, and other agreements between you and CNT unless CNT expressly states otherwise in a written agreement signed by an authorized CNT representative.

These Terms are designed for physical precious metals transactions, customer account access, and electronic trading-related workflows. They are not intended to imply that CNT is acting as a securities broker-dealer, investment adviser, bank, fiduciary, commodity trading advisor, or similar regulated advisory role unless CNT expressly agrees otherwise in a separate written agreement.

1. Definitions

For purposes of these Terms:

“Account” means any account, profile, customer record, trading relationship, portal access, application access, or other customer relationship established with CNT.

“Access Credentials” means any username, password, authentication method, MFA device, API key, access token, email account, telephone number, device, or other method used to access CNT systems or submit instructions to CNT.

“Authorized Representative” means any owner, officer, employee, agent, trader, contractor, representative, administrator, user, or other person CNT reasonably believes is authorized to act on behalf of Customer.

“Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays and days on which CNT is not open for business. Unless these Terms expressly state “Business Days,” references to “days” mean calendar days.

“CNT,” “we,” “us,” and “our” mean Coins N Things, Inc. and, where applicable, its affiliates, officers, directors, employees, representatives, agents, successors, assigns, vendors, and service providers.

“Confirmation” means CNT’s approved confirmation of a transaction, which may include a confirmation number, written confirmation, electronic confirmation, recorded verbal confirmation, invoice, trade ticket, portal confirmation, application confirmation, or other CNT-approved confirmation method.

“Customer,” “you,” and “your” mean the person, business, entity, account owner, account applicant, authorized representative, or other person accessing CNT services, communicating with CNT, or entering into a transaction with CNT.

“Fair Market Value” means the value of the applicable Precious Metals or Products as determined by CNT in its commercially reasonable judgment based on spot price, product type, market conditions, premiums, spreads, liquidity, product availability, form, fineness, quantity, and other relevant factors as of the applicable calculation time.

“Market Gain” means the gain that may result when a canceled, defaulted, corrected, reversed, or unwound transaction is resolved at a market value more favorable to CNT than the original confirmed transaction.

“Market Loss” means the loss that may result when a canceled, defaulted, corrected, reversed, or unwound transaction is resolved at a market value less favorable to CNT than the original confirmed transaction, including any related premiums, spreads, hedging costs, fees, expenses, collection costs, or other commercially reasonable costs.

“Order” means a confirmed purchase, sale, trade, or other transaction involving Products between Customer and CNT.

“Product” or “Products” means gold, silver, platinum, palladium, rhodium, copper, other precious metals, bullion, coins, bars, rounds, numismatic or semi-numismatic products, industrial metals, related materials, and any additional products or services made available by CNT from time to time.

“Purchase Order” means a confirmed transaction in which CNT purchases Products from Customer.

“Sales Order” means a confirmed transaction in which Customer purchases Products from CNT.

“Terms” means these CNT Trading Agreement and Digital Platform Terms, as amended, supplemented, or replaced from time to time.

2. Parties and Scope

These Terms apply to all transactions and services involving Products, regardless of whether a transaction or instruction is submitted electronically, through a CNT website, application, portal, API, telephone, recorded call, email, chat, upload, written instruction, or any other method accepted by CNT.

These Terms apply to both wholesale and individual customers unless CNT provides account-type-specific terms or a separate written agreement.

If a separate written agreement, confirmation, account document, disclosure, policy, or product-specific term applies to a particular transaction or service, all such documents will be read together. If there is a direct conflict, CNT may determine which document controls for the specific transaction or service, unless applicable law requires otherwise.

3. Account Eligibility and Approval

You must establish and maintain a valid CNT account before engaging in transactions with CNT unless CNT agrees otherwise.

CNT services are not intended for use by anyone under 18 years of age or by anyone who lacks legal capacity to enter into a binding agreement. You may not use CNT services if you are barred from receiving such services under applicable law, sanctions restrictions, export controls, or the laws of the jurisdiction from which you access CNT services.

CNT may require account applications, business information, ownership information, beneficial ownership information, tax documentation, resale certificates, source-of-funds information, source-of-metals information, identity verification, bank information, payment instructions, shipping information, authorized-user information, and any other documentation CNT determines is necessary.

CNT may approve, reject, suspend, restrict, or terminate any account at its discretion, subject to applicable law. CNT is not obligated to open, maintain, or continue any account or relationship.

Accounts may include, without limitation:

• Wholesale accounts, including accounts requiring resale certificate documentation or other business documentation.
• Individual accounts, including accounts for individual investors or purchasers outside the resale certification scope.
• Other account types as CNT may approve from time to time.

CNT may impose different eligibility requirements, transaction limits, minimum order amounts, deposit requirements, payment terms, delivery options, tax requirements, documentation requirements, or compliance requirements based on account type, location, transaction type, risk profile, or applicable law.

CNT may require deposits or advance payment for significant orders, high-risk transactions, new accounts, delayed settlement, market volatility, unusual activity, or other risk-based reasons. CNT may determine deposit requirements in its discretion before accepting or confirming an order.

CNT may require identity verification, beneficial ownership verification, bank-account verification, source-of-funds documentation, source-of-metals documentation, tax documentation, sanctions screening, fraud screening, or other compliance review before opening an account, confirming a transaction, accepting payment, releasing payment, shipping Products, or providing access to CNT systems.

4. Accurate Information and Customer Representations

You represent and warrant that all information provided to CNT is true, accurate, complete, current, and not misleading.

You must promptly notify CNT in writing of any change to information previously provided, including any change involving:

• Legal name or business name.
• Ownership, control, or company status.
• Authorized Representatives.
• Banking information or payment instructions.
• Shipping address, billing address, business location, or state of incorporation.
• Tax status or resale certificate information.
• Financial conditions that may affect your ability to satisfy obligations to CNT.
• Applicable laws or regulations affecting your ability to perform under these Terms.
• Insolvency, bankruptcy, receivership, creditor action, litigation, or material business disruption.
• Any other information relevant to your account, transactions, or compliance obligations.

You represent that you have legal capacity and authority to enter into these Terms and to perform all obligations under them. If you are acting for a business, trust, estate, partnership, corporation, limited liability company, or other entity, you represent that you have full authority to bind that entity.

You agree to execute and deliver any additional documents and take any additional actions reasonably requested by CNT to carry out these Terms, complete a transaction, verify your account, or satisfy CNT’s compliance requirements.

5. Authorized Representatives and Account Authority

CNT may rely on instructions, orders, approvals, representations, payment instructions, delivery instructions, account changes, and communications from any person CNT reasonably believes to be authorized to act on your behalf.

Any person identified in account documentation, presented as an officer, owner, employee, trader, agent, Authorized Representative, or person acting through your approved account access method may be treated by CNT as authorized unless CNT has received and confirmed written limitations on that person’s authority.

You are responsible for all actions, omissions, trades, orders, instructions, payments, delivery instructions, account changes, and communications made by your Authorized Representatives or by persons using your approved account access methods.

Any limitation, revocation, or change in authority must be provided to CNT in writing and is not effective until CNT has received, reviewed, and confirmed the change.

CNT may require additional written authorization, notarized instructions, officer certification, ownership verification, call-back verification, multi-factor verification, device verification, bank verification, or other documentation before acting on any instruction or change in account authority.

If CNT receives inconsistent instructions from owners, Authorized Representatives, employees, agents, or account users, CNT may suspend activity, refuse to act, require joint written instructions, restrict payment or delivery, close the account, or seek judicial or arbitral relief without liability for market movement or resulting losses.

6. Self-Directed Transactions; No Advice

All transactions with CNT are self-directed. You are solely responsible for deciding whether to buy, sell, trade, hold, transfer, deliver, or otherwise transact in Products.

CNT does not provide investment, financial, legal, tax, accounting, estate-planning, trading, or fiduciary advice. CNT does not act as your investment adviser, financial adviser, tax adviser, legal adviser, fiduciary, broker, or agent unless expressly agreed in a separate written agreement signed by CNT.

Any pricing information, market commentary, product description, educational content, historical information, chart, quote, news, communication, or other information provided by CNT is for general informational or transaction-support purposes only. It is not a recommendation, solicitation, guarantee, or advice to buy, sell, hold, or trade any Product or other asset.

You should consult your own independent financial, legal, tax, accounting, or other professional advisers before entering into any transaction if you are unsure whether a transaction is appropriate for you.

7. Trading and Market Risk Disclosure

Trading, buying, selling, or holding Products involves risk. Prices may change rapidly and without notice due to market conditions, supply and demand, futures markets, dealer markets, geopolitical events, interest rates, currency fluctuations, liquidity, premiums, spreads, dealer inventories, refinery conditions, transportation conditions, regulatory developments, economic events, technological disruptions, and other factors.

You may sustain a loss of some or all of your investment, expected value, or transaction value. Past performance, historical pricing, published spot prices, market commentary, or prior trading activity does not guarantee future results.

CNT does not guarantee market prices, future value, liquidity, availability, resale value, delivery timing, or profitability of any transaction.

You are solely responsible for determining the appropriate amount of risk for your account, business, portfolio, financial condition, and circumstances.

8. Pricing Information and Market Data

Pricing of Products is based on CNT’s determination of fair market spot valuation at the time of the order, derived from internationally accepted and actively traded futures exchange markets, dealer markets, internal pricing procedures, availability, premiums, spreads, product form, fineness, quantity, delivery terms, settlement terms, and other criteria CNT determines in its commercially reasonable judgment.

Spot prices, premiums, spreads, product availability, and market data are fluid and may change continuously without notice.

Any pricing, quote, spot price, premium, spread, chart, availability, delivery estimate, market data, or other information displayed or communicated through CNT’s website, application, portal, API, email, telephone, chat, or other channel may be delayed, inaccurate, incomplete, unavailable, indicative only, or subject to correction.

Displayed pricing is not a firm offer unless expressly identified by CNT as firm and confirmed through CNT’s approved Confirmation process.

CNT does not guarantee the timeliness, sequence, accuracy, completeness, reliability, or availability of any pricing information, market data, or third-party data.

Any price provided by CNT is valid only for the applicable conversation, communication, or Confirmation process as determined by CNT. If no action is taken, if the quote expires, if market conditions change, if CNT does not confirm the transaction, or if CNT identifies an error, the quote is subject to change.

CNT may correct, reject, cancel, reverse, or modify any transaction affected by a pricing error, typographical error, stale quote, app display error, API error, market-data error, product availability error, transmission error, system malfunction, or other incorrect information.

9. Order Submission; CNT Review and Acceptance

Submission of an order, trade request, transaction request, quote acceptance, payment instruction, delivery instruction, or other instruction through CNT’s website, application, portal, API, email, chat, telephone, recorded call, upload, or other electronic or non-electronic means does not guarantee acceptance, execution, price, timing, settlement, delivery, fulfillment, or availability.

No order is binding on CNT unless and until CNT confirms the order through an authorized CNT Confirmation process.

CNT may review, reject, delay, cancel, correct, reverse, restrict, or require additional verification for any order, request, instruction, or transaction due to:

• Market conditions.
• Pricing errors.
• Typographical errors.
• Inventory limitations.
• Product availability.
• Compliance obligations.
• AML, sanctions, fraud, or source-of-funds concerns.
• Credit risk or payment risk.
• Bank mismatch or third-party payment concerns.
• Customer default or prior performance concerns.
• System, transmission, application, portal, API, or communication issues.
• Duplicate, ambiguous, incomplete, inconsistent, or erroneous instructions.
• Operational risk.
• Delivery restrictions.
• Tax concerns.
• Applicable law.
• Any other commercially reasonable basis determined by CNT.

CNT is not obligated to accept or complete any transaction that CNT determines may violate applicable law, CNT policy, risk standards, or compliance requirements.

10. Confirmations and Binding Trades

Once order details are mutually agreed upon and confirmed by CNT, including as applicable metal, type, form, fineness, quantity, delivery terms, settlement terms, unit price, total amount, payment terms, and any other material terms, a valid and binding contract is created between you and CNT.

A Confirmation may include a confirmation number, written confirmation, electronic confirmation, recorded verbal confirmation, invoice, trade ticket, portal confirmation, application confirmation, or other CNT-approved confirmation method.

You acknowledge that verbal orders and confirmations may be recorded and may constitute an electronic record of the contract between you and CNT.

You are responsible for reviewing all confirmations, invoices, statements, settlement notices, delivery notices, and transaction records immediately upon receipt.

You must notify CNT in writing within 24 hours after delivery of a Confirmation or other transaction record if you believe it contains an error, discrepancy, unauthorized transaction, or other objection. If you do not notify CNT within that period, CNT may deem the Confirmation or transaction record accurate, accepted, authorized, and binding.

CNT may correct, modify, reverse, cancel, or reissue any Confirmation or transaction record that CNT determines contains an error, discrepancy, pricing error, typographical error, system error, operational error, or other incorrect term.

CNT is not obligated to provide any trade status report, interim status notice, application status display, portal status, or other update other than CNT’s official Confirmation or transaction record. Any such interim status information is provided as a courtesy only and may be delayed, inaccurate, incomplete, or subject to correction.

11. Duplicate, Ambiguous, or Erroneous Instructions

You are responsible for knowing the status of all pending orders and transaction requests before submitting additional orders or instructions.

CNT may treat duplicate submissions, repeated requests, repeated clicks, page refreshes, repeated API calls, conflicting communications, or instructions received through approved channels as authorized by you.

CNT may, but is not obligated to, reject, cancel, correct, delay, or seek clarification regarding any instruction CNT believes to be duplicate, erroneous, ambiguous, incomplete, inconsistent, unauthorized, suspicious, or commercially unreasonable.

You are responsible for losses, costs, market movements, fees, or damages caused by duplicate, erroneous, ambiguous, incomplete, inconsistent, or unauthorized instructions submitted by you, your representatives, or through your Access Credentials.

12. Sales Orders: Buying Products from CNT

To buy Products from CNT, you must maintain an approved account and satisfy CNT’s account, compliance, payment, tax, and transaction requirements.

Orders may be placed only through methods accepted by CNT, which may include telephone, email, approved electronic means, portal, application, API, chat platform, or other CNT-approved method.

All transactions must be confirmed by CNT to become valid and binding.

CNT may establish minimum Sales Order amounts and may change minimums at any time. CNT may also require deposits for significant orders before accepting, confirming, or locking pricing.

Payment is due within 2 Business Days unless CNT has approved different payment or financing terms in writing. If payment is not received when due, the order may be treated as non-funded and in default.

If payment is not received within 7 Business Days, CNT may cancel the order at its discretion. Any losses, costs, Market Losses, premiums, spreads, fees, interest, collection costs, or other damages resulting from non-payment, late payment, cancellation, setoff, unwind, or default are your responsibility. Any Market Gain on canceled or defaulted orders remains the property of CNT.

CNT may, at its discretion, accept payment, refuse payment, cancel the order, assess interest or financing charges, set off amounts owed, restrict or close your account, preclude future transactions, or pursue any other available remedy.

By purchasing from CNT, you represent and warrant that your purchase complies with all applicable laws and that you are not using funds or property derived from unlawful activity.

13. Purchase Orders: Selling Products to CNT

When selling Products to CNT, you represent and warrant that the items sold to CNT:

• Are owned by you.
• Were obtained lawfully and rightfully.
• Are free of liens, claims, security interests, and encumbrances.
• Are not counterfeit, stolen, altered, misrepresented, or unlawfully sourced.
• Comply with CNT’s Conflict Metals Policy and other applicable policies.
• Comply with applicable laws, sanctions, AML requirements, and source-of-materials requirements.

You further represent that you have full authority, right, title, and marketable interest to sell the items to CNT.

Once a sale to CNT is confirmed, you may not cancel or modify the transaction without CNT’s written consent. You are obligated to deliver the agreed quantity, quality, form, fineness, and type of Products.

CNT may cancel, adjust, reject, or unwind a Purchase Order if:

• You fail to provide tracking or shipping information upon request.
• CNT does not receive the Products within the required period.
• The Products do not match the confirmed terms.
• The Products fail inspection, assay, verification, or compliance review.
• CNT identifies fraud, source-of-funds, sanctions, AML, title, authenticity, quality, quantity, or other concerns.

You bear all risk of loss, damage, theft, delay, or missing contents for incoming shipments until CNT takes actual physical custody and control of the shipment.

CNT is not responsible for shortages in inbound packages where there is no visible sign of external damage, tampering, or opening, unless CNT determines otherwise.

CNT will inspect, count, categorize, assay, test, or otherwise verify Products received. CNT’s inspection results will be deemed final and conclusive unless CNT determines otherwise in writing.

You must cure any discrepancy within 2 Business Days after CNT notifies you of the issue, unless CNT agrees otherwise in writing.

14. Market Loss and Market Gain Policy

Once CNT issues a Confirmation for a Sales Order or Purchase Order, the transaction is binding, subject to these Terms, and market risk for Customer non-performance transfers to Customer.

If Customer defaults, fails to pay, fails to deliver, fails to perform, submits nonconforming Products, causes a transaction to be canceled, or otherwise breaches these Terms, CNT may cancel, correct, reverse, restrict, or unwind the transaction.

If a canceled, defaulted, corrected, reversed, restricted, or unwound transaction results in a Market Loss to CNT, Customer is responsible for the Market Loss, together with any applicable cancellation fee, premiums, spreads, hedging costs, financing costs, shipping costs, insurance costs, inspection costs, legal fees, collection costs, and other commercially reasonable expenses.

If a canceled, defaulted, corrected, reversed, restricted, or unwound transaction results in a Market Gain, the Market Gain belongs exclusively to CNT, and Customer has no claim to the Market Gain.

CNT may calculate Market Loss or Market Gain based on Fair Market Value as of the date and time CNT determines the transaction is canceled, defaulted, corrected, reversed, restricted, unwound, or otherwise resolved.

CNT may establish a standard cancellation fee and may change that fee from time to time. If no specific fee is published or stated, CNT may recover its actual losses, costs, expenses, and damages.

No future orders, payments, deliveries, settlements, or account activity may be permitted while any Market Loss, cancellation fee, default balance, or other amount remains unpaid.

15. Payments to CNT

Acceptable forms of payment may include:

• Bank wire.
• ACH direct deposit, if approved by CNT.
• Instant payments, if approved by CNT.
• Business checks, only with prior CNT approval.
• Other methods CNT approves in writing.

Unless CNT approves otherwise, CNT does not accept:

• Cash.
• Money orders.
• Third-party payments.
• Bank deposits made directly by a customer into a CNT account.
• Debit cards.
• Credit cards.
• Any other payment method CNT prohibits.

All payments must be made by the Customer named on the Confirmation unless CNT approves otherwise in writing. Third-party payments may be rejected, returned, or held for review, and the related order may be deemed non-funded.

Payment must be made in U.S. dollars unless another currency is expressly quoted and confirmed by CNT at the point of sale. Non-U.S. dollar payments may be accepted only through CNT-approved instructions.

CNT may require payment verification, bank verification, source-of-funds documentation, or other review before accepting payment or releasing Products.

Payment credits, same-day availability, pending payment status, portal payment displays, or other availability indicators are conditional until CNT receives final, irreversible, collected funds in good standing.

CNT may reverse or disregard any conditional credit if final payment is not received, is returned, is recalled, is reversed, is rejected, is subject to dispute, is suspected of fraud, or is otherwise not in good standing.

16. Good Funds Policy

Products will not be released, shipped, delivered, transferred, or otherwise fulfilled until CNT determines that payment has been received in good funds, unless CNT expressly approves different terms in writing.

For wire payments, good funds generally means final receipt of funds in CNT’s approved bank account and completion of any required compliance, source-of-funds, fraud, or bank verification review.

For ACH, instant payment, check, or other payment methods, CNT may impose hold periods, verification periods, reversal-risk periods, or other controls before treating funds as final.

CNT may delay shipment, delivery, settlement, or account credit until payment is fully verified and deemed final by CNT.

17. Payments by CNT

When CNT purchases Products from you, payment will be made after CNT receives, inspects, verifies, and accepts the Products and confirms that all transaction, compliance, and account requirements have been satisfied.

Payment methods may include:

• Check by U.S. Mail.
• ACH direct deposit.
• Bank wire.
• Credit applied to your CNT account.
• Trade or net settlement, if approved by CNT.
• Other CNT-approved settlement methods.

Wire payments below thresholds established by CNT may be subject to a fee. Payment timing may vary based on inspection, market conditions, compliance review, banking requirements, weekends, holidays, operational needs, or other commercially reasonable factors.

CNT may delay, offset, hold, reject, or condition payment if there are discrepancies, unpaid amounts, compliance issues, title concerns, suspected fraud, sanctions concerns, source-of-funds concerns, bank mismatch issues, or other risk factors.

18. Delivery, Shipment, and Insurance

Products sold by CNT will be shipped insured through a carrier selected by CNT unless CNT agrees otherwise in writing. CNT does not ship to P.O. Boxes unless CNT expressly approves an exception.

Shipments outside the continental United States or to international locations may be restricted, unavailable, or subject to additional fees, documentation, tax, customs, and compliance requirements.

You must:

• Notify CNT within 5 Business Days of delivery notice if a package is lost, not delivered, subject to missed delivery, refused, redirected, or otherwise unsuccessful.
• Immediately inspect and refuse delivery of any package that appears damaged, opened, tampered with, or otherwise compromised.
• Notify CNT within 2 Business Days after receipt of any discrepancy between the Products received and the Confirmation.

Failure to comply with these requirements may waive or impair your rights and may jeopardize insurance coverage.

CNT and its insurer are not responsible for loss, theft, damage, failed delivery, or claim denial if you or any recipient:

• Authorizes a carrier to leave a package without direct signature.
• Gives delivery instructions to leave a package with another person.
• Directs delivery to a building manager, neighbor, mailroom, parcel locker, retail pickup point, carrier location, freight forwarder, or other third-party location.
• Redirects, reroutes, holds, or changes delivery instructions without CNT’s written approval.
• Fails to receive the package directly from the carrier when required.
• Fails to cooperate with CNT, the carrier, law enforcement, or the insurer in an investigation.
• Provides inaccurate, incomplete, or unsafe delivery information.

If Products are lost or damaged in transit after CNT ships them through CNT’s approved process, CNT will determine whether and how to pursue an insurance claim. You agree to cooperate with any claim investigation, including providing statements, affidavits, police reports, carrier forms, photographs, and any other information reasonably requested. CNT may, at its discretion, re-ship the Products, refund the purchase price, or take another commercially reasonable action. Once CNT takes the selected action, CNT has no further responsibility for that shipment except as required by law.

19. Drop Shipments, Freight Forwarders, and Third-Party Delivery

At your written request and CNT’s approval, CNT may deliver Products to a third-party address on your behalf. This is a “Drop Shipment.”

For Drop Shipments, you are responsible for all sales tax, use tax, customer communication, recipient coordination, delivery acceptance, failed delivery issues, shipping instructions, insurance limitations, and end-recipient claims. You agree to indemnify and hold CNT harmless from all claims, taxes, penalties, costs, or losses arising from a Drop Shipment.

CNT may refuse Drop Shipments, freight forwarder shipments, third-party pickup locations, international reshipment addresses, or other higher-risk delivery arrangements.

If CNT ships to a freight forwarder, parcel receiving service, mailroom, third-party warehouse, or similar location at your request or with your approval, all risk of loss transfers to you when CNT delivers the package to that location or carrier-designated endpoint, unless applicable law requires otherwise.

20. International Orders, Taxes, Duties, and Customs

International transactions and shipments are subject to CNT approval.

You are responsible for all taxes, duties, customs charges, import restrictions, export restrictions, brokerage charges, VAT, GST, tariffs, carrier fees, documentation requirements, and legal requirements applicable to international transactions or shipments.

CNT will not understate shipment value or misrepresent package contents on customs or shipping documents.

If a shipment is refused, returned, delayed, seized, held, or rejected due to taxes, duties, customs, incorrect information, failure to cooperate, failed delivery, or legal restrictions, you are responsible for all resulting costs, losses, shipping fees, return fees, duties, taxes, penalties, and reshipment charges.

CNT may decline, restrict, cancel, or delay international orders for compliance, customs, tax, shipping, fraud, payment, or operational reasons.

21. AI-Assisted Content, Product Information, and Informational Materials

Some content, summaries, product descriptions, support responses, customer-service materials, internal workflow summaries, search results, pricing summaries, risk summaries, or informational materials may be generated, summarized, reviewed, or assisted by artificial intelligence or automated tools.

AI-assisted or automated content may be incomplete, inaccurate, outdated, misleading, or fail to capture all relevant details. You should not rely on AI-assisted content as a substitute for official Confirmations, official transaction records, legal terms, product specifications, professional advice, or direct CNT confirmation.

Official Confirmations, invoices, transaction records, and written communications from authorized CNT representatives control over summaries, website descriptions, app displays, educational content, AI-generated content, or other informal materials, unless CNT expressly states otherwise in writing.

22. Backorders, Delays, Product Availability, and Substitution

Supply and demand issues may occur in the precious metals market. Products may become unavailable, delayed, backordered, restricted, or subject to allocation.

CNT may delay delivery, allocate inventory, substitute equivalent Products with Customer approval where required, place Products on backorder, cancel the affected portion of an order, or refund the applicable purchase price if CNT determines fulfillment is not commercially reasonable or possible.

CNT is not liable for market movement, lost opportunity, special damages, indirect damages, consequential damages, or other losses resulting from backorders, delivery delays, allocation, substitution, cancellation, or refund, except to the extent liability cannot be limited by law.

23. Returns, Exchanges, and Product Issues

All confirmed transactions are final unless CNT agrees otherwise in writing or applicable law requires otherwise.

CNT may, but is not obligated to, allow an exchange, correction, or return for a material product defect, shipment error, or other issue approved by CNT.

Any request must be made promptly and within the deadline stated by CNT. Customer must follow CNT’s instructions for packaging, shipment, insurance, documentation, and return handling.

Shipping and handling charges may be non-refundable. Customer is responsible for return shipping costs and risk of loss during return shipment unless CNT agrees otherwise.

CNT may reject any return or exchange that does not comply with CNT’s instructions, is untimely, is incomplete, is damaged, is altered, is missing original packaging, or creates authenticity, quality, fraud, or chain-of-custody concerns.

CNT may require Customer to pay any applicable Market Loss on an approved return, exchange, or cancellation. Any Market Gain belongs to CNT.

24. Order Cancellation, Correction, and Unwind

Confirmed orders may not be canceled, modified, transferred, or amended by you except with CNT’s written consent.

CNT may cancel, correct, reverse, restrict, or unwind any order or transaction if:

• Payment is not received when due.
• You fail to deliver Products when due.
• You breach these Terms.
• CNT identifies pricing, typographical, operational, system, market-data, application, API, or communication errors.
• CNT identifies fraud, suspected fraud, unauthorized activity, or suspicious activity.
• Compliance, AML, sanctions, tax, source-of-funds, legal, or regulatory concerns arise.
• CNT determines that cancellation, correction, restriction, reversal, or unwind is commercially reasonable or necessary to protect CNT, its customers, market integrity, or compliance obligations.

CNT may provide an opportunity to offset, repurchase, resell, or otherwise resolve a transaction. You may incur charges for market movement, Market Loss, premiums, spreads, financing, shipping, insurance, operational costs, legal costs, and other expenses.

Any damages, losses, costs, or amounts owed to CNT resulting from cancellation, correction, setoff, unwind, default, or non-performance must be paid in full within 3 Business Days after CNT provides notice, unless CNT requires earlier payment or applicable law provides otherwise.

25. Default and Right of Offset

You are in default if any of the following occurs:

• You fail to pay for any order, trade, duty, obligation, liability, fee, charge, or amount owed to CNT when due.
• You fail to deliver Products or other property when due.
• You breach these Terms or any other agreement with CNT.
• CNT determines that you provided false, misleading, incomplete, or inaccurate information.
• CNT determines that you may be unable or unwilling to perform your obligations.
• You become insolvent, bankrupt, subject to receivership, subject to creditor action, or otherwise financially impaired.
• You fail to notify CNT of material account, authority, financial, business, legal, or compliance changes.
• CNT determines that continued trading presents unacceptable legal, financial, compliance, payment, operational, credit, or reputational risk.

Upon default, CNT may, without limiting any rights or remedies available at law or equity:

• Terminate or restrict your account.
• Cancel open orders.
• Accelerate amounts due.
• Liquidate Products or other property held by CNT for you.
• Apply proceeds to amounts owed by you.
• Offset amounts CNT owes you against amounts you owe CNT.
• Withhold payment or delivery.
• Charge interest and late fees at the lesser of 18% per year or the highest rate allowed by law.
• Recover collection costs, legal fees, arbitration costs, court costs, and related expenses.
• Take any other action available under applicable law or these Terms.

Offsets will be based on current market values as determined by CNT in a commercially reasonable manner unless applicable law requires otherwise.

26. Compliance Review; AML; Sanctions; Source of Funds

You agree to comply with all applicable laws, rules, and regulations, including anti-money laundering laws, sanctions laws, anti-terrorism laws, anti-corruption laws, anti-fraud laws, tax laws, customs laws, consumer protection laws, and laws governing the purchase, sale, shipment, ownership, and transfer of Products.

CNT may request information to verify your identity, beneficial ownership, authority, source of funds, source of metals, intended use, transaction purpose, tax status, shipping information, bank account ownership, or other compliance matters.

CNT may delay, reject, cancel, restrict, freeze, hold, unwind, or require additional information regarding any account, order, payment, delivery, shipment, or transaction if CNT determines that such action is appropriate for legal, compliance, sanctions, AML, fraud-prevention, credit, payment, source-of-funds, operational, security, or risk-management reasons.

CNT is not required to complete any transaction or act on any instruction that CNT believes may violate applicable law, expose CNT to unacceptable risk, conflict with CNT policy, or require further review.

You agree to indemnify and hold CNT harmless from losses, costs, claims, damages, penalties, fees, or expenses arising from your failure to comply with applicable law or CNT compliance requirements.

CNT may maintain compliance procedures designed to detect and deter fraud, money laundering, sanctions violations, terrorist financing, suspicious activity, and other unlawful activity. CNT may file legally required or permitted reports, including suspicious activity reports or similar reports where applicable, and may cooperate with regulators, law enforcement, banks, payment processors, insurers, carriers, auditors, and other appropriate parties. CNT is not required to disclose whether a report has been filed, whether a transaction is under review, or whether any compliance-related communication has occurred.

CNT may reject, delay, cancel, restrict, freeze, hold, unwind, or refuse any account, transaction, payment, delivery, shipment, or communication where CNT determines such action is appropriate to comply with legal obligations, risk controls, fraud prevention, sanctions rules, AML controls, source-of-funds review, source-of-metals review, court order, subpoena, governmental request, law-enforcement inquiry, or internal compliance procedures.

27. Conflict Metals Policy

CNT is committed to due diligence efforts designed to verify, where possible, the source of Products and related materials. CNT is committed to purchasing Products and related materials only from environmentally and socially responsible suppliers.

By entering into these Terms, you agree to comply with CNT’s Conflict Metals Policy, which may be made available upon request or through CNT’s website, portal, or other approved communication method.

CNT may reject, restrict, delay, cancel, or unwind any transaction involving materials that CNT determines may conflict with its Conflict Metals Policy or applicable law.

28. Platform Access and Account Security

You are responsible for maintaining the confidentiality and security of all Access Credentials.

CNT may treat any order, instruction, communication, approval, account change, payment instruction, delivery instruction, API call, or transaction submitted through your account, Authorized Representative, email address, telephone number, device, API credential, or other approved access method as authorized by you unless CNT has received and confirmed written notice of suspected compromise.

You must promptly notify CNT of any suspected unauthorized access, credential compromise, fraud, security incident, unauthorized instruction, account takeover, business email compromise, payment fraud, former employee access risk, or other security concern affecting your account.

You are responsible for all activity conducted through your account or approved access methods, including activity by employees, representatives, agents, service providers, contractors, former employees, compromised accounts, or unauthorized persons who obtain access due to your acts, omissions, systems, devices, credentials, or security controls.

CNT may require additional authentication, verification, callback procedures, written approvals, updated account documents, or other controls before acting on instructions.

CNT may require strong passwords, password resets, multi-factor authentication, two-factor authentication, device verification, session controls, account recovery procedures, access reviews, biometric authentication supported by your device, or other security controls.

If biometric authentication is enabled through your device or operating system, CNT does not necessarily collect, store, or control your biometric identifiers unless expressly disclosed in CNT’s Privacy Policy. Biometric authentication may be managed by your device, operating system, or app-store provider. You are responsible for understanding and managing those device-level settings.

You are responsible for obtaining, maintaining, securing, and paying for all hardware, software, internet access, telecommunications services, mobile service, compatible devices, browsers, operating systems, security tools, and other systems needed to access CNT services.

29. Platform Availability and System Issues

CNT does not guarantee that its website, application, portal, APIs, pricing tools, market information, communications systems, order systems, payment systems, or electronic services will be available, uninterrupted, timely, secure, accurate, complete, or error-free.

CNT may suspend, restrict, modify, discontinue, or limit access to any system, account feature, product, service, order method, or communication channel at any time, including for maintenance, upgrades, cybersecurity concerns, market conditions, compliance obligations, fraud prevention, third-party service issues, operational needs, or risk management.

CNT is not liable for delays, outages, failed transmissions, duplicate submissions, rejected orders, pricing display errors, market-data errors, inability to access CNT systems, inability to place or cancel an order, application errors, API issues, internet failures, telecommunications failures, cybersecurity incidents, third-party failures, or other system issues, except to the extent liability cannot be limited under applicable law.

If you experience difficulty accessing one CNT channel, you are responsible for attempting to contact CNT through another approved method if time-sensitive action is required.

30. Mobile Applications and App Store Terms

If you access CNT services through a mobile application downloaded from the Apple App Store, Google Play Store, or another app marketplace, your use of the application is also subject to the applicable app-store terms, device terms, operating-system terms, and carrier terms.

Apple, Google, and their affiliates are not parties to these Terms and are not responsible for CNT services, Products, transactions, account access, support, warranties, claims, compliance obligations, privacy practices, or legal obligations, except to the extent required by applicable app-store terms.

CNT does not guarantee that any mobile application will be compatible with your device, operating system, browser, network, carrier, or security settings. Mobile carrier rates, data charges, roaming charges, messaging fees, and other charges may apply.

CNT may update, modify, suspend, discontinue, or restrict mobile application functionality at any time. Certain features may not be available on all devices, platforms, browsers, or account types.

31. APIs, Automation, and Third-Party Access

If CNT permits API access, system integrations, automated submissions, third-party access, or other electronic connectivity, you are responsible for all activity submitted through those methods.

You may not use bots, scripts, scraping tools, automated trading tools, credential-sharing tools, unauthorized integrations, reverse engineering, load testing, penetration testing, vulnerability scanning, anonymization tools, proxy tools, VPNs used to evade controls, Tor, spoofing tools, automated account-creation tools, or other automated or technical methods to access CNT systems unless CNT expressly authorizes such activity in writing.

CNT may suspend, throttle, revoke, block, restrict, or terminate API access or other electronic access at any time for security, compliance, operational, performance, fraud-prevention, or risk-management reasons.

You are responsible for ensuring that any third party accessing CNT systems on your behalf complies with these Terms and applicable law.

32. Prohibited Uses

You may not use CNT accounts, systems, services, products, communications channels, APIs, or transaction processes to:

• Violate any law, regulation, rule, order, sanctions requirement, tax requirement, or CNT policy.
• Commit fraud, money laundering, terrorist financing, market manipulation, theft, misrepresentation, or other unlawful activity.
• Submit false, misleading, incomplete, or unauthorized information.
• Use funds, property, or Products derived from unlawful activity.
• Transfer or sell counterfeit, stolen, encumbered, restricted, or unlawfully sourced Products.
• Interfere with CNT systems, security controls, networks, or operations.
• Attempt unauthorized access to CNT systems, data, accounts, or networks.
• Reverse engineer, copy, scrape, reproduce, or exploit CNT systems or content.
• Transmit malware, malicious code, phishing content, or harmful files.
• Misuse market data, pricing data, product data, or CNT intellectual property.
• Circumvent account limits, transaction limits, compliance controls, payment controls, delivery restrictions, fraud controls, geographic controls, export controls, sanctions controls, or security controls.
• Use anonymization tools, false identifiers, spoofing, proxy routing, VPN services, or other methods to evade CNT controls or misrepresent your location, identity, device, transaction source, or access source.
• Engage in abusive, threatening, harassing, defamatory, coercive, or bad-faith conduct toward CNT personnel, vendors, representatives, customers, or service providers.
• Engage in repeated cancellations, repeated disputes, bad-faith complaints, speculative conduct without intent to complete transactions, or other conduct CNT determines presents unacceptable risk.
• Act on behalf of another person or entity without proper authorization.

CNT may investigate suspected violations and may restrict, suspend, terminate, or report account activity where appropriate.

33. Electronic Communications and Notices

You agree that CNT may communicate with you electronically, including through email, portal messages, application notifications, website postings, text messages where permitted, account notices, electronic confirmations, electronic documents, and other electronic methods.

Electronic records, electronic signatures, click-through acceptance, typed names, checkboxes, portal acknowledgments, application approvals, email approvals, recorded calls, and other electronic actions may be used as evidence of your agreement, authorization, instruction, or acceptance.

You agree not to contest the validity, admissibility, or enforceability of CNT’s electronic records, electronic signatures, electronic confirmations, or recorded communications solely because they are electronic.

You are responsible for maintaining a valid email address, mailing address, telephone number, device access, and ability to receive and review CNT communications.

CNT may deem any notice or communication delivered when sent, posted, transmitted, or otherwise made available through an approved communication method, regardless of whether you access or review it in a timely manner.

Electronic communications may include administrative messages, legal notices, transaction messages, account notices, security notices, SMS/text messages where permitted, push notifications, and other service-related communications. You may be able to opt out of certain marketing communications, but transaction, account, legal, compliance, and security communications may still be sent where permitted or required.

34. Telephone Recording

CNT may record telephone calls and other communications for verification, training, quality assurance, compliance, dispute resolution, fraud prevention, transaction confirmation, and recordkeeping purposes.

By communicating with CNT by telephone or other recorded means, you consent to recording to the extent permitted by applicable law. CNT may use recordings as evidence in any dispute, arbitration, litigation, investigation, or proceeding.

Unless CNT agrees in writing, CNT does not consent to recording by you or any third party.

35. Privacy and Data Use

CNT collects, uses, stores, shares, and protects personal information, business information, account information, compliance information, transaction information, and technical information in accordance with applicable law and CNT’s Privacy Policy.

CNT may use your information to:

• Open, maintain, administer, and service your account.
• Process transactions, payments, settlements, shipments, and confirmations.
• Verify identity, authority, beneficial ownership, bank information, source of funds, and compliance status.
• Detect, prevent, investigate, and respond to fraud, unauthorized activity, security incidents, and compliance concerns.
• Meet legal, tax, regulatory, audit, insurance, litigation, arbitration, and recordkeeping obligations.
• Communicate with you regarding your account, transactions, services, and legal notices.
• Improve CNT systems, services, operations, risk management, and customer support.

CNT may share information with affiliates, service providers, banks, carriers, insurers, auditors, attorneys, consultants, technology providers, data processors, compliance vendors, government agencies, regulators, law enforcement, courts, arbitrators, and other third parties where reasonably necessary for CNT’s business, legal, compliance, security, transaction, payment, delivery, or operational purposes.

CNT uses commercially reasonable administrative, technical, and physical safeguards designed to protect information. No method of transmission, storage, or processing is completely secure, and CNT does not guarantee absolute security.

36. Fees, Charges, Taxes, and Expenses

You are responsible for all amounts owed in connection with your account and transactions, including purchase prices, sale obligations, premiums, spreads, commissions if any, shipping charges, insurance charges, wire fees, bank fees, financing charges, interest, late fees, storage fees if any, administrative fees, taxes, duties, customs charges, collection costs, legal fees, arbitration costs, and other applicable expenses.

CNT may establish, modify, waive, negotiate, or change fees, thresholds, minimum transaction amounts, charges, and payment requirements at its discretion unless a confirmed transaction states otherwise.

You are responsible for determining, collecting, reporting, and paying any applicable taxes unless CNT is expressly required by law to collect or report such taxes. For Drop Shipments, you are responsible for all sales tax, use tax, and related obligations, and you agree to indemnify CNT for any tax, penalty, interest, cost, or claim arising from the shipment.

37. Third-Party Services

CNT may use or rely on third-party service providers, including banks, payment processors, carriers, insurers, technology vendors, cloud providers, market-data providers, compliance vendors, security providers, auditors, consultants, and other third parties.

CNT is not responsible for the acts, omissions, delays, outages, errors, data issues, security incidents, transmission failures, processing failures, or service failures of third parties, except to the extent liability cannot be limited under applicable law.

Third-party services may be subject to separate terms, policies, fees, limitations, and availability requirements.

38. Intellectual Property and Use of CNT Systems

CNT and its licensors own all rights, title, and interest in CNT websites, applications, portals, APIs, software, systems, designs, workflows, content, data, documents, pricing tools, trademarks, logos, trade names, service marks, and other intellectual property.

You may use CNT systems and content only for your own authorized account and transaction purposes.

You may not copy, reproduce, distribute, display, modify, reverse engineer, decompile, scrape, sell, license, create derivative works from, or otherwise exploit CNT systems, software, data, pricing information, content, or intellectual property without CNT’s prior written consent.

39. Customer Content and Submissions

If CNT allows you to submit, upload, post, transmit, or provide content, files, comments, testimonials, images, documents, feedback, suggestions, or other materials, you are solely responsible for that content.

You represent that you have all rights necessary to provide such content and that the content does not violate law, third-party rights, confidentiality obligations, privacy rights, intellectual property rights, or these Terms.

You may not submit unlawful, harmful, defamatory, abusive, obscene, misleading, fraudulent, infringing, malicious, confidential, or unauthorized content.

CNT may preserve, use, disclose, remove, or restrict Customer content where reasonably necessary to operate its services, enforce these Terms, comply with law, respond to legal process, investigate security or compliance issues, or protect CNT, its customers, or the public.

Feedback, suggestions, ideas, or recommendations you provide to CNT may be used by CNT without restriction or compensation unless CNT has agreed otherwise in writing.

40. Confidentiality of Transaction Terms and Disputes

Unless disclosure is required by law, regulation, court order, subpoena, legal process, tax obligation, auditor request, regulatory request, or professional adviser review, you agree to keep confidential the non-public terms of your transactions with CNT, including non-public pricing, disputes, settlement discussions, and resolution terms.

If you are required to disclose such information by legal process, you agree to provide CNT prompt written notice where legally permitted and reasonably cooperate with CNT in seeking confidential treatment, protective order, or other appropriate relief.

Nothing in this section prevents either party from reporting unlawful conduct, cooperating with regulators or law enforcement, making legally protected disclosures, or exercising rights that cannot be waived by contract.

41. Export Controls and Restricted Jurisdictions

You agree not to obtain, use, purchase, sell, ship, transfer, export, re-export, divert, or otherwise transact in Products or CNT services in violation of U.S. export controls, sanctions, embargoes, restricted-party rules, customs laws, anti-boycott rules, or other applicable trade-control laws.

You represent and warrant that you are not located in, ordinarily resident in, organized under the laws of, or acting on behalf of any jurisdiction, person, entity, or organization subject to U.S. sanctions, embargoes, or restricted-party rules that would prohibit or restrict CNT from transacting with you.

CNT may restrict, reject, delay, cancel, freeze, unwind, or report any transaction, account, shipment, payment, or access where CNT determines that export controls, sanctions, embargoes, restricted-party rules, customs obligations, or trade-control concerns may apply.

You agree not to obtain Products from CNT for export, re-export, resale, diversion, or transfer in violation of applicable law or without required licenses, authorizations, documentation, or approvals.

42. Force Majeure

CNT is not liable for any failure or delay in performance caused by events beyond CNT’s reasonable control, including acts of God, natural disasters, severe weather, fire, flood, explosion, war, terrorism, civil unrest, labor disputes, pandemics, epidemics, public health emergencies, government action, legal restrictions, sanctions, market disruption, supplier failure, refinery failure, carrier failure, banking failure, communications failure, internet failure, power failure, cybersecurity incident, system failure, equipment failure, software malfunction, or third-party service failure.

CNT’s obligations will be extended for a commercially reasonable period during the force majeure event and its effects. CNT may cancel, delay, allocate, restrict, or modify performance where commercially reasonable due to a force majeure event.

43. Limitation of Liability

To the maximum extent permitted by applicable law, CNT is not liable for any special, incidental, indirect, exemplary, punitive, consequential, or similar damages; loss of profit; loss of revenue; loss of business opportunity; loss of market opportunity; loss of goodwill; loss of use; trading loss; market movement; price change; data loss; system interruption; or third-party claim, whether in contract, tort, negligence, strict liability, statute, or otherwise, even if CNT has been advised of the possibility of such damages.

CNT is not liable for losses arising from:

• Your instructions or the instructions of your representatives.
• Unauthorized access resulting from your failure to secure credentials, devices, systems, or accounts.
• Pricing or market-data delays, errors, or interruptions.
• System outages, failed transmissions, application errors, portal errors, API issues, or communication failures.
• Third-party service providers.
• Carrier delays, failed delivery, or insurance issues caused or worsened by your actions or omissions.
• Compliance holds, account restrictions, transaction reviews, or legally required actions.
• Market movement during any review, delay, cancellation, correction, default, dispute, or compliance process.

For confirmed orders where CNT is unable to deliver conforming Products, your sole and exclusive remedy is, at CNT’s discretion, replacement of the applicable items, correction of the order, or refund of the purchase price for items not received or nonconforming items returned to CNT.

If CNT is determined to be liable notwithstanding these Terms, CNT’s total aggregate liability will not exceed the greater of the amount you paid to CNT for the specific transaction giving rise to the claim or $100, except to the extent such limitation is not permitted by applicable law.

You are not entitled to specific performance in connection with these Terms or any transaction unless CNT agrees in writing or applicable law requires otherwise.

44. Disclaimer of Warranties

CNT services, systems, information, pricing tools, market data, websites, applications, portals, APIs, content, and communications are provided on an “as is” and “as available” basis except as expressly stated in a confirmed transaction.

CNT disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, accuracy, availability, timeliness, completeness, and error-free performance.

CNT does not warrant that any website, application, portal, API, communication channel, pricing tool, market data, or electronic service will operate without interruption, delay, error, defect, security incident, or data loss.

Nothing in this section limits any express written product authenticity, weight, fineness, or purity guarantee that CNT provides in a confirmed transaction.

45. Indemnification

You agree to defend, indemnify, reimburse, and hold harmless CNT and its officers, directors, employees, representatives, affiliates, agents, successors, assigns, vendors, and service providers from and against all claims, losses, damages, judgments, settlements, penalties, fines, costs, expenses, attorney fees, arbitration costs, court costs, collection costs, and liabilities arising out of or relating to:

• Your breach of these Terms.
• Your transactions, orders, instructions, payments, deliveries, shipments, or account activity.
• Instructions received from you, your representatives, or persons CNT reasonably believes are authorized to act for you.
• False, misleading, inaccurate, incomplete, or outdated information provided by you.
• Your failure to pay or deliver when due.
• Your failure to comply with applicable law.
• Fraud, suspected fraud, unauthorized activity, or security incidents involving your account, credentials, systems, devices, employees, representatives, or access methods.
• Your misuse of CNT services, data, systems, APIs, or content.
• Your violation of third-party rights, including intellectual property or privacy rights.
• Any Drop Shipment or third-party delivery requested by you.
• Any action CNT takes to investigate, restrict, suspend, cancel, correct, unwind, or enforce rights arising from your conduct, account, or transaction.

46. Suspension and Termination

CNT may suspend, restrict, terminate, close, or limit your account, access, services, trading ability, payment options, delivery options, API access, or other features at any time, with or without prior notice, where CNT determines such action is appropriate for legal, compliance, fraud-prevention, credit, payment, operational, security, business, or risk-management reasons.

Without limiting the foregoing, CNT may take such action in response to suspected fraud, attempted payment reversal, chargeback, clawback activity, failure to remit payment when due, exploitation of pricing errors or technical malfunctions, misuse of CNT services, violation of these Terms, failure to provide requested identity or compliance information, false or incomplete information, failure to pass fraud or sanctions screening, use of anonymization tools to evade controls, abusive conduct toward CNT personnel, repeated cancellations, speculative activity without intent to complete transactions, abusive disputes or claims, legal process, regulatory requests, or applicable law.

Termination, restriction, suspension, or account closure does not affect obligations incurred before or after the action, including payment obligations, delivery obligations, indemnity obligations, confidentiality obligations, dispute resolution obligations, and any other obligations that by their nature should survive.

CNT may cancel open orders, hold funds or Products, offset amounts owed, require additional documentation, or take other commercially reasonable action in connection with any suspension, restriction, termination, or account closure.

47. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency relationship, fiduciary relationship, advisory relationship, employment relationship, franchise relationship, pooling arrangement, or formal business entity between you and CNT.

The relationship between you and CNT is solely that of buyer and seller unless CNT expressly agrees otherwise in a separate written agreement.

These Terms do not confer rights or remedies on any person other than the parties, except CNT’s affiliates, officers, directors, employees, representatives, agents, service providers, successors, and assigns may enforce protections intended for their benefit.

48. Assignment

You may not assign, transfer, delegate, or sell any rights or obligations under these Terms without CNT’s prior written consent.

CNT may assign, transfer, delegate, or sell any rights or obligations under these Terms, in whole or in part, to an affiliate, successor, purchaser, assignee, or other party in connection with a merger, acquisition, sale, restructuring, financing, corporate transaction, or business transfer, subject to applicable law.

These Terms bind and benefit the parties and their permitted successors and assigns.

49. Changes to These Terms

CNT may amend, supplement, replace, or rescind these Terms at any time subject to applicable law.

CNT may provide notice by posting updated Terms on its website, application, portal, or other electronic location; by email; by account notice; by transaction documentation; or by any other reasonable method.

Unless CNT states otherwise, updated Terms become effective on the stated effective date or, if no date is stated, when posted or made available. CNT will use commercially reasonable efforts to notify users of material changes where appropriate. Your continued access to CNT systems, maintenance of an account, or use of CNT services after notice or posting constitutes acceptance of the updated Terms.

Unless CNT states otherwise or applicable law requires otherwise, amendments apply prospectively and do not retroactively change completed Confirmations.

No provision of these Terms may be amended or waived by you unless in a writing signed by an authorized CNT representative.

50. Entire Agreement; Additional Terms

These Terms, CNT’s Privacy Policy, applicable Confirmations, account applications, disclosures, product-specific terms, transaction documents, and any other written agreements accepted by CNT collectively set forth the understanding between you and CNT regarding the subject matter covered by those documents.

Additional terms may apply to particular Products, payment methods, delivery methods, account features, promotions, services, APIs, portals, or transactions.

Any unsigned or verbal agreement that modifies these Terms is not binding unless confirmed by CNT through an approved written or electronic process.

51. Severability; No Waiver

If any provision of these Terms is held invalid, illegal, unenforceable, or inconsistent with applicable law, that provision will be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed. The remaining provisions will remain in full force and effect.

CNT’s failure or delay in enforcing any right or provision does not waive that right or provision. A single or partial exercise of any right does not prevent further exercise of that right or any other right.

All CNT rights and remedies are cumulative and not exclusive.

52. Governing Law

These Terms and all transactions, accounts, services, communications, disputes, and other conduct of the parties relating to these Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles.

53. Dispute Resolution; Arbitration; Class Action Waiver; Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES CERTAIN DISPUTES TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION, EXCEPT AS EXPRESSLY PROVIDED BELOW OR AS OTHERWISE REQUIRED BY APPLICABLE LAW.

53.1 Informal Resolution

Before initiating arbitration or a permitted court action, the party asserting a claim must first provide written notice describing the claim, the facts supporting it, and the specific relief requested. Notices to CNT must be sent to CNT’s legal notice address stated in these Terms or any updated legal notice address provided by CNT.

The parties will attempt in good faith to resolve the dispute informally for at least 30 days after notice is received, unless emergency relief is required.

53.2 Claims Subject to Arbitration

Except for the exceptions below, any dispute, claim, or controversy arising out of or relating to these Terms, your account, CNT services, any transaction, any Confirmation, any payment, any shipment, any delivery, any electronic service, any privacy or data-security issue, or any relationship between you and CNT will be resolved by binding arbitration administered by JAMS before a single neutral arbitrator.

The arbitration will be conducted under applicable JAMS rules, including any applicable consumer minimum standards where required by law. The Federal Arbitration Act will govern the interpretation and enforcement of this arbitration agreement to the maximum extent permitted by law.

53.3 Exceptions

The following claims may be brought in court instead of arbitration:

• Claims that qualify for small claims court, brought on an individual basis only.
• Claims seeking temporary, preliminary, emergency, or injunctive relief.
• Claims involving alleged infringement, misuse, or misappropriation of intellectual property, confidential information, account access, systems, APIs, data, or security controls.
• Claims that applicable law does not permit to be arbitrated.

53.4 Individual Claims Only; Class Action Waiver

You and CNT agree that all claims must be brought only on an individual basis. You and CNT waive the right to bring, participate in, or recover through any class action, class arbitration, collective action, consolidated action, private attorney general action, representative action, or mass arbitration, except to the extent such waiver is prohibited by applicable law.

The arbitrator may not consolidate more than one person’s claims and may not preside over any class, collective, consolidated, representative, or mass proceeding unless CNT expressly agrees in writing or applicable law requires otherwise.

If the class-action waiver is determined to be unenforceable as to a particular claim, that claim must proceed in court and not in arbitration, unless applicable law requires a different result.

53.5 Opt-Out Right for Individual Consumers

If required for enforceability or adopted by CNT for individual consumer accounts, an individual consumer may opt out of this arbitration agreement by sending written notice to CNT within 30 days after first accepting these Terms. The notice must include the individual’s full name, address, email address, account identifier if available, and a clear statement that the individual opts out of arbitration.

53.6 Arbitration Location and Procedure

Unless the parties agree otherwise, arbitration will take place in Boston, Massachusetts, by video conference, by telephone, by written submissions, or in another location or format required by applicable JAMS rules or applicable law.

The arbitrator may award any remedy available in court on an individual basis, subject to these Terms and applicable law. The arbitrator’s award will be final and binding and may be entered in any court of competent jurisdiction.

53.7 Fees and Costs

Each party will pay its own legal fees unless applicable law, JAMS rules, or the arbitrator provides otherwise. Arbitration fees and costs will be allocated under applicable JAMS rules and applicable law.

For individual consumer claims, CNT will comply with any fee-allocation requirements under JAMS consumer standards or applicable law.

To the extent permitted by applicable law, the arbitrator may award fees and costs against a party that brings a claim or defense that is frivolous, brought for an improper purpose, intended to harass, or not supported by existing law or a nonfrivolous argument for changing the law.

53.8 Confidentiality

The parties will maintain the confidentiality of arbitration proceedings, filings, evidence, awards, and settlement communications to the extent permitted by law, except where disclosure is necessary to prepare for or conduct the arbitration, enforce or challenge an award, seek emergency or injunctive relief, comply with law, respond to regulators or law enforcement, or obtain professional advice.

53.9 Jury Trial Waiver

To the extent any dispute proceeds in court rather than arbitration, you and CNT each waive the right to trial by jury to the fullest extent permitted by applicable law.

53.10 Court Venue

For any dispute that proceeds in court rather than arbitration, the exclusive venue will be the state or federal courts located in Massachusetts, unless applicable law requires another venue. CNT may seek emergency or injunctive relief in any court of competent jurisdiction.

54. Statute of Limitations

To the fullest extent permitted by applicable law, any claim, action, demand, arbitration, or other legal proceeding arising out of or relating to a transaction, sale, purchase, payment, shipment, delivery, return, exchange, Market Loss, Market Gain, Confirmation, or alleged breach of these Terms must be commenced within one year and one day after the claim accrues.

To the fullest extent permitted by applicable law, any other claim arising out of or relating to these Terms, CNT services, account access, electronic services, platform use, or the relationship between you and CNT must be commenced within two years and one day after the claim accrues.

Any claim not commenced within the applicable limitations period is permanently barred, unless applicable law does not allow the claim period to be shortened by contract.

55. Survival

Any provision that by its nature should survive termination, account closure, cancellation, completion of a transaction, or expiration of these Terms will survive, including provisions relating to payment obligations, delivery obligations, Market Loss, Market Gain, default, offset, compliance, confidentiality, privacy, data use, intellectual property, limitation of liability, disclaimers, indemnification, dispute resolution, governing law, and recordkeeping.

56. Contact Information

Unless CNT provides different instructions, notices and communications to CNT should be directed to:

Coins N Things, Inc.
350 Bedford Street
Bridgewater, Massachusetts 02324
USA