Privacy & Security Statements

Privacy Policy

AGREEMENT

This Privacy Policy applies to any TWM customer’s (collectively, “Customer”) personally identifiable information (“Personal Information”) that TradeWind Markets, Inc., (“TWM”), collects, uses, shares and safeguards via www.tradewindmarkets.com (the “Website”). By using the Website, Customer agrees with and consents to this Privacy Policy. The Website may contain links to third party websites to which this Privacy Policy does not apply. If Customer chooses to access any such website, TWM recommends that Customer review the third-party providers’ own privacy policies.

COLLECTION AND USE OF PERSONAL INFORMATION

Customer may be required to provide TWM with contact information (such as name, billing and email address) that TWM will use solely to contact Customer regarding products or services advertised or offered via the Website that Customer has expressed an interest in procuring. In certain instances, Customer may also be required to provide financial information to TWM via the Website, for billing purposes or to fill Customer’s orders.

The Website will collect Personal Information that Customer willingly and voluntarily provides, as well as general information about Customer, such as Customer’s language selection, pages visited, and certain technical information regarding Customer’s computer and operating systems. If Customer accesses a password-protected portion of the Website, the Website will recognize Customer and further collect all information that Customer submits therein.

TWM reserves the right to disclose Customer’s Personal Information: (1) if TWM believes it is necessary to do so in order to investigate, prevent or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of this Website's Terms of Use or as otherwise required by law; (2) when TWM believes that disclosure is necessary to protect its legal rights and/or to comply with a judicial proceeding, court order, or legal process served on TWM; (3) to companies working on behalf of or with TWM to provide the products or services requested by Customer, who are subject to confidentiality agreements and do not have any independent or legal right to share Customer’s Personal Information; or (4) with Customer’s permission. TWM may also transfer information about Customer to any acquirer or successor of TWM.

CONFIDENTIALITY AND SECURITY OF PERSONAL INFORMATION

TWM maintains commercially reasonable physical, electronic and procedural safeguards that comply with applicable laws and regulations to protect the confidentiality of Customer’s Personal Information. For example, if Customer enters sensitive information into the Website, TWM may encrypt that information using secure socket layer technology (SSL). However, as no method of transmission over the Internet, nor method of electronic storage, is 100% secure, TWM cannot guarantee the absolute security of Customer’s Personal Information.

USE OF COOKIES AND LOG FILES

TWM may use cookies or other technology such as log files to gather anonymous information regarding Customer usage of the Website to help TWM improve Website content, usability and functionality, as well as to assist TWM in determining user-browsing patterns. Customer can set its Web browser to (a) prompt Customer before accepting a cookie; (b) accept cookies automatically; or (c) reject all cookies. If Customer chooses not to accept cookies from the Website, Customer may not be able to access and use all or part of the Website.

MODIFICATIONS TO PRIVACY POLICY

TWM reserves the right to modify this Privacy Policy at any time, and so Customer is advised to review it frequently. If TWM makes material changes to this Privacy Policy, however, Customer will be notified of the same via email or by means of a notice on the Website.

CHANGE IN PERSONAL INFORMATION

Customer may update its Personal Information by contacting TWM via the contact information listed below.

CONTACT

Customer may direct any questions or comments regarding this Privacy Policy to legal@tradewindmarkets.com.

This Privacy Policy was last updated on May 5, 2017 and is effective immediately.

TradeWind Markets Risk Disclosure Statement

The risk of loss in trading gold can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points, among others, before purchasing or selling gold through the TradeWind Markets, Inc. (“TWM”) Program (“TWM Program”):[1]

  1. Although considered a store of value by some, the price of gold may fall. In addition, the price of gold can be volatile, meaning that there can be substantial changes in the price of gold from hour to hour, day to day, week to week, month to month and year to year.
  2. Under certain market conditions, you may find it difficult or impossible to liquidate a position (for instance, sell gold that you own through the TWM Program for United States Dollars or other legal tender).
  3. Although there are industrial applications for gold in electronics, dentistry, medicine and aerospace, among others, the vast majority of gold production is used for investment and jewelry.[2] As a result, the price of gold, unlike some other commodities, tends not to be very responsive to changes to the supply of gold being produced or the demand for industrial uses for gold.[3]
  4. Funds deposited by customers with a Custodial Participant[4] in the TWM Program may not be held in a separate account for your individual benefit. A Custodial Participant may commingle the funds received from customers in one or more accounts which may expose you to losses incurred by other customers if the Custodial Participant does not have sufficient capital to cover such other customers’ trading losses.
  5. The funds you deposit with a Custodial Participant are not generally guaranteed or insured by a clearinghouse in the event of a bankruptcy or insolvency of the Custodial Participant. The funds you deposit with a Custodial Participant for trading gold in the TWM Program are not protected by the Securities Investor Protection Corporation even if the Custodial Participant is registered with the Securities and Exchange Commission as a broker or dealer.
  6. The funds that you deposit with a Custodial Participant may be invested in one or more financial instruments. The Custodial Participant may retain the interest and other earnings realized from its investment of customer funds depending in its agreements with its customers. You should be familiar with the types of financial instruments that a Custodial Participant my invest customer funds in.
  7. A Custodial Participant may deposit customer funds with affiliated entities, such as affiliated banks, securities brokers or dealers, futures commission merchants, or foreign brokers. You should inquire as to whether your Custodial Participant deposits customer funds with affiliates and assess whether such deposits by the Custodial Participant with its affiliates increases the risks to your funds.
  8. You should consult your Custodial Participant concerning the nature of protections available to safeguard funds or property deposited in your account.
  9. If your Custodial Participant or another person provides margin for you to trade gold in the TWM Program, you should be aware that margin can work against you as well as for you. Margin can lead to large losses as well as gains. If you trade on margin, it is possible for you to sustain a total loss of the funds that you deposit with your Custodial Participant, and you may incur losses beyond these amounts. If the market moves against your position, you may be called upon by your Custodial Participant (or other margin provider) to deposit substantial amounts of additional margin funds, on short notice, in order for you to maintain your position. If you do not provide the required funds within the time required by your Custodial Participant (or other margin provider), your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.
  10. The TWM Program operates an “over-the-counter” trading platform. Transactions executed on the TWM Trading Platform must be bilaterally settled between the Custodial Participants representing the buyer and seller in each transaction. There is no clearing agency or clearinghouse guaranteeing the settlement of each trade. If a Custodial Participant fails to perform in settling a transaction you have engaged in, you may be exposed to replacement and credit risk causing a loss to you.
  11. Depositories storing gold traded in the TWM Program have placed certain limitations on their liability for the loss of gold held by them for the TWM Program. Please see the depository limitations of liability set forth in the applicable Product Specification. Certain depositories may be located outside of the United States. As such, the rights and responsibilities of such depositories as bailees of gold held on your behalf may be governed by the law of the country in which they are located. Any such laws may provide for different rights and responsibilities of these depositories as bailees in their safekeeping of the gold that you own and that they hold on your behalf than the laws of the United States.
  12. TWM provides Custodial and Trading Participants[5] the TWM Program’s services, including but not limited to the TWM Trading Platform and the TWM Distributed Ledger, subject to the following limitations of liability and disclaimers of warranty. These limitations of liability and disclaimers of warranty may limit your ability to recover damages in certain situations:
    1. LIMITATIONS OF LIABILITY

      1. NO LIABILITY FOR TRADES

        ABSENT FRAUD OR WILLFUL MISCONDUCT BY TWM OR A CLAIM ARISING OUT OF TWM’S INDEMNIFICATION OBLIGATION, YOU[6] UNDERSTAND AND AGREE THAT: (i) TWM IS NOT DIRECTLY OR INDIRECTLY A PARTY TO OR A PARTICIPANT IN ANY TRADE OR TRANSACTION ENTERED INTO OR OTHERWISE CONDUCTED THROUGH TWM’S SYSTEMS; AND (ii) TWM IS NOT LIABLE IN ANY MANNER TO ANY PERSON (INCLUDING WITHOUT LIMITATION YOU AND ANY PERSON FOR WHOM YOU ARE AUTHORIZED TO TRADE OR ACT) FOR THE FAILURE OF ANY PERSON ENTERING INTO A TRADE OR TRANSACTION BY MEANS OF TWM SOLUTIONS TO PERFORM SUCH PERSON’S SETTLEMENT OR OTHER OBLIGATIONS UNDER SUCH TRADE OR TRANSACTION. ABSENT FRAUD OR WILLFUL MISCONDUCT BY TWM OR A CLAIM ARISING OUT OF TWM’S INDEMNIFICATION OBLIGATION, NEITHER TWM, NOR ANY OF ITS AGENTS, AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY LOSSES, DAMAGES, OR OTHER CLAIMS, ARISING OUT OF TWM OR ITS USE AND ANY LOSSES, DAMAGES, OR OTHER CLAIMS, RELATED TO A FAILURE OF THE TWM TO DELIVER, DISPLAY, TRANSMIT, EXECUTE, COMPARE, SUBMIT FOR CLEARANCE AND SETTLEMENT, OR OTHERWISE PROCESS AN ORDER, MESSAGE, OR OTHER DATA ENTERED INTO, OR CREATED BY, TWM WILL BE ABSORBED BY THE CUSTOMER THAT ENTERED THE ORDER, MESSAGE OR OTHER DATA INTO TWM SOLUTIONS.

      2. NO CONSEQUENTIAL DAMAGES

        ABSENT A CLAIM ARISING OUT OF TWM’S INDEMNIFICATION OBLIGATION, UNDER NO CIRCUMSTANCES WILL TWM OR ITS AGENTS, AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE YOUR CLAIMS OR THE CLAIMS OF YOUR CUSTOMERS, EMPLOYEES OR AGENTS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF TWM SOLUTIONS, INTERRUPTION IN USE OR AVAILABILITY OF TWM SOLUTIONS, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY.

    2. DISCLAIMER OF WARRANTY

      THE SERVICES OFFERED BY TWM TO USERS OF THE TWM SOLUTIONS, ARE PROVIDED AS-IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND OF ANY OTHER WARRANTY OR OBLIGATION WITH RESPECT TO THE TWM SOLUTIONS OR ANY SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO YOU AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED. THERE IS NO GUARANTY THAT THE SERVICES OFFERED TO PARTICIPANTS THROUGH THE TWM SOLUTIONS WILL MEET THE CUSTOMER’S REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. TWM GIVES NO WARRANTIES OF ANY KIND AS TO THE FITNESS, CAPACITY, OR CONDUCT OF ANY OTHER PERSON HAVING ACCESS TO THE TWM SOLUTIONS AND WILL NOT BE HELD LIABLE TO OR THROUGH THE CUSTOMER OR OTHERWISE FOR ANY USE OR ABUSE WHATSOEVER OF TWM AND THE TWM SOLUTIONS BY ANOTHER PERSON HAVING ACCESS TO TWM AND THE TWM SOLUTIONS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO CONCLUDE TRANSACTIONS OR OBSERVE APPLICABLE TWM TECHNOLOGY POLICIES OR CONVENTIONS OR TO PAY REQUISITE TAXES OR OTHER CHARGES ON ANY TRANSACTIONS OR TO OTHERWISE ACT LAWFULLY.

This brief statement does not disclose all of the risks and other significant aspects of trading in gold through the TWM Program. In light of the risks, you should undertake such transactions through the TWM Program only if you understand the nature of the contracts and contractual relationships into which you are entering and the extent of your exposure to risk. Trading in gold is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.

Footnotes

[1] The TWM Program provides, among other things, a trading platform for the trading of gold and a distributed ledger for the recording of ownership of the gold owned by participants in the TWM Program.

[2] GFMS Gold Survey 2017 (Thompson Reuters 2017) at 13; Gold Demand Sectors (World Gold Council 2019); Annual Gold Focus Report (Metals Focus 2015).

[3] What Really Drives Gold Prices (ETF Securities 2017) at 1.

[4] A “Custodial Participant” in the TWM Program is a firm authorized to settle transactions executed on the TWM Trading Platform by paying or receiving legal tender funds in connection with a purchase or sale of gold executed through the TWM Trading Platform, on the one hand, and transferring records of gold ownership held on the TWM Distributed Ledger, on the other.

[5] A “Trading Participant” in the TWM Program is a firm with direct access to the TWM Trading Platform through which it can place orders for the purchase or sale of gold held in the TWM Program, either for its own account or for the account of customers. A Trading Participant may also be a Custodial Participant.

[6] In this disclosure of TWM’s limitations of liability and disclaimer of warranty, “YOU” refers to the Custodial and Trading Participants that have contracted with TWM to use the TWM Program’s services.

Electronic Communication Notice

CONFIDENTIALITY NOTICE

This email transmission, and any attachments thereto, may contain information that is privileged, legally privileged, confidential and/or exempt from disclosure under applicable law, and is intended only for use by the individual(s) or entity(ies) named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of the information contained herein (including any reliance thereon) is strictly prohibited. If you have received this email transmission in error, please immediately notify the sender and permanently delete the email and any attachments thereto, whether in electronic or hard copy format. You should not retain, copy or use this email or any attachment thereto for any purpose, nor disclose all or part of its contents to any other individual or entity.

DISCLAIMER

Although this email transmission and any attachments thereto are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus-free, and no responsibility is accepted by TradeWind Markets, Inc., its subsidiaries or affiliates, as applicable, for any error, loss or damage arising in any way from its use. Furthermore, TradeWind Markets Inc. reserves the right to monitor, at its discretion, the content of all email transmissions sent by or to TradeWind Markets, Inc., its subsidiaries or affiliates, as applicable.

Terms of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF USE”) CAREFULLY.

Use of (the “Website”) may be monitored, tracked and recorded. Anyone using the Website expressly consents to the Terms of Use outlined herein, as well as to such monitoring, tracking and recording.

AGREEMENT

Customer acknowledges and agrees that the use of the Website, including any and all information, statements, materials, articles, research, data, software, links to third-party websites, products and services made available on or accessible through the Website (collectively, “Content”), is conditioned on Customer’s adherence to these Terms of Use, and that such acceptance creates a valid and binding contract between TradeWind Markets, Inc. (“TWM”). These Terms of Use are to be observed in addition to the terms of any agreement Customer may have with TWM and are not intended to modify or supersede the terms of such agreement(s), which agreement(s), in the event of any conflicting terms, will govern. By using the Website and the Content, Customer further agrees: (a) to comply with U.S. law regarding the transmission of any information through the Website; (b) not to use the Website for illegal purposes; and (c) not to interfere with, trespass on or disrupt the networks or computers and equipment connected to the Website. If, at any time, Customer does not wish to accept these Terms of Use, Customer must discontinue use of the Website and any Content obtained from the Website.

NO REPRESENTATION, SOLICITATION, RECOMMENDATION OR OFFER

Securities or financial instruments mentioned in the Website may not be suitable or appropriate for all investors. Customer’s particular needs, investment objectives and financial situation were not taken into account in the preparation of the Website. The fact that TWM has made or may make Content available on or accessible through the Website does not constitute a representation by TWM that any such Content is suitable or appropriate for Customer. The Content is for Customer’s personal use, and TWM is not soliciting any action based upon its provision. The Content is not to be construed as a recommendation or an offer to buy or sell, or the solicitation of an offer to buy or sell, or to enter into any transaction in respect of any security, financial product or other instrument. Although the information contained in the Content is obtained or compiled from or based upon information that TWM considers reliable, TWM does not represent that such information is accurate, current or complete. Customer acknowledges that: (a) the Website is provided for informational purposes only; (b) the Website may include information taken from third-party sources; and (c) any reliance on any portion of the Content shall be at Customer’s sole risk.

INTELLECTUAL PROPERTY

The Website, including the Content, is owned by TWM or its licensors, and is protected under the copyright, trademark, data misappropriation, unfair competition, or other intellectual property laws of the U.S. Third-party trademarks and service marks are the property of their respective owners. All other service marks and trademarks displayed on the Website are registered and unregistered service marks and trademarks of TWM. The Website is further protected as a collective work and/or compilation under U.S. copyright and other laws. Using, copying, downloading, reformatting or storing any portion of the Website for other than personal, noncommercial use, unless such use constitutes “fair use” under the Copyright Act of 1976 (17 U.S.C. §107), as amended, and except for one temporary copy in a single computer’s memory, without the prior written consent of TWM or the relevant licensor is expressly prohibited. Customer shall not modify, sell, display, distribute, publish, transmit, broadcast or otherwise disseminate the Website or the Content to others without TWM'S prior written consent. Customer agrees to abide by all applicable copyright, trademark and other intellectual property laws and with all additional copyright and trademark notices, information, and restrictions contained in any of the Content.

DISCLAIMER OF WARRANTIES

THE WEBSITE, INCLUDING THE CONTENT, IS PROVIDED “AS IS.” TWM, ITS LICENSORS, AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE “TWM PARTIES”), MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS TO THE WEBSITE OR ANY PORTION THEREOF OR RELATING TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ANY LINKED WEBSITE, UNLESS SUCH REPRESENTATIONS, WARRANTIES AND GUARANTEES ARE NOT LEGALLY EXCLUDABLE. THE TWM PARTIES HAVE NO RESPONSIBILITY TO MAINTAIN THE WEBSITE OR ANY PORTION THEREOF OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES THERETO. THE TWM PARTIES DO NOT WARRANT THAT THE WEBSITE OR ANY PORTION THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER ON WHICH IT IS HOSTED IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SOFTWARE THEREIN IS COMPATIBLE WITH CUSTOMER’S EQUIPMENT. AVAILABILITY OF THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY TWM, ITS EMPLOYEES OR LICENSEES WILL CREATE A WARRANTY OR GUARANTY, NOR MAY CUSTOMER RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE TWM PARTIES HAVE ANY LIABILITY TO CUSTOMER OR TO ANY OTHER PERSON FOR THE QUALITY, ACCURACY, TIMELINESS, CONTINUED AVAILABILITY OR COMPLETENESS OF THE WEBSITE OR ANY PORTION THEREOF. IN NO EVENT WILL THE TWM PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT CUSTOMER OR ANY OTHER PERSON MAY INCUR IN CONNECTION WITH CUSTOMER’S ABILITY OR INABILITY TO USE THE WEBSITE, OR ANY PORTION THEREOF, OR INTERRUPTION OF SERVICE, INCLUDING BUT NOT LIMITED TO, DELAYS OR INTERRUPTION OF INTERNET OR NETWORK SERVICES NOT OPERATED OR CONTROLLED BY THE TWM PARTIES, OR OMISSIONS OR INACCURACIES IN SUCH INFORMATION OR MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF REVENUE, EVEN IF ANY OF THE TWM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTHING IN THESE TERMS OF USE EXCLUDES OR RESTRICTS TWM'S LIABILITY IN RESPECT OF A BREACH BY TWM OF ANY DUTY OR LIABILITY IT MAY HAVE TO CUSTOMER UNDER APPLICABLE REGULATIONS OR LAWS; FRAUD, WILLFUL NEGLECT OR FOR DEATH OR PERSONAL INJURY CAUSED BY TWM’S NEGLIGENCE; OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED. IT IS CUSTOMER’S RESPONSIBILITY TO ENSURE THAT CUSTOMER MAINTAINS ADEQUATE INSURANCE TO COVER ANY DAMAGES, LOSSES, COSTS OR EXPENSES CUSTOMER MIGHT SUFFER IN THE EVENT OF ANY FAILURE OR UNAVAILABILITY OF THE WEBSITE.

INDEMNIFICATION

Customer agrees to indemnify, defend and hold harmless TWM from and against any and all losses, liabilities, judgments, fines, settlements, damages, costs and expenses (including attorneys’ fees) resulting from or arising out of any suits, actions, claims, demands, investigations, hearings or similar proceedings (collectively, “Proceedings”) to the extent such Proceedings are based on or result from (i) Customer’s inability to use the Website or any portion thereof, or any data, information, service, report, analysis or publication Customer derives therefrom; (ii) Customer’s breach or violation of any term or condition contained herein; or (iii) Customer’s violation of state or federal securities laws or regulations or any other person’s rights, including but not limited to, infringement of any intellectual property, proprietary or privacy right of any third-party.

HYPERLINKS TO OR FROM THIRD-PARTY WEBSITES

The Website may contain links to certain Internet websites sponsored and maintained by third-parties. These Internet websites are not under the control of TWM. TWM does not investigate, monitor or review such third-party websites for accuracy, completeness or conformance with applicable regulations or laws. In addition, third-party websites may contain links to the Website. TWM is not responsible or liable for, and makes no representations or warranties, concerning the content of any such third-party websites. The fact that TWM has provided a link to a third-party website, or that a third-party website has provided a link to the Website, does not constitute an endorsement, authorization, sponsorship, or affiliation by TWM with respect to that website, its owners, or its providers. Customer accesses that website and any services or information provided therein at Customer’s own risk.

COMPUTER VIRUSES

Customer shall not introduce into the Website any code, malicious or hidden procedures, routines or mechanisms that would inhibit other Customers’ access to the Website, or to enable or impair its operation, nor shall Customer access the Website to gain any unauthorized access to any computer system operated by TWM.

SUSPICIOUS ACTIVITY

If TWM determines that Customer is engaging in, or has engaged in, any suspicious activity, TWM reserves the right to terminate Customer’s access to all or part of the Website immediately and, if deemed appropriate by TWM in its sole discretion, to notify any relevant government or regulatory authority.

MODIFICATIONS TO TERMS OF USE

TWM reserves the right, without notice and at its sole discretion, to modify any portion of these Terms of Use. Customer should continue to review these Terms of Use whenever accessing or using the Website. Customer’s use of the Website after the posting of changes to these Terms of Use will constitute Customer’s acceptance of these Terms of Use, as modified, and Customer will be bound by any such changes as of the date they are first posted to the Website. TWM expressly rejects any terms and conditions proposed by Customer that are in addition to or that conflict with these Terms of Use and such proposed terms and conditions shall be of no force or effect.

ENFORCEABILITY AND GOVERNING LAW

If any provision of these Terms of Use is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect. Any dispute, controversy or claim arising out of or related to the Website or these Terms of Use shall be governed by and interpreted under the laws of New York County in the State of New York (excluding any rules of law that would lead to the application of the laws of any other jurisdiction).

CONFIDENTIALITY

TWM will endeavor to maintain the confidentiality of personal information Customer provides in connection with the use of the Website and the Content. Nonetheless, Customer acknowledges and agrees that any such information sent via the Internet may not be protected and there can be no assurance that such information will remain confidential. With the exception of personal information, any communication or material Customer posts or transmits to TWM over the Internet is, and will be treated as, non-confidential and non-proprietary. Customer’s posting or transmitting of any unlawful, threatening, libelous, defamatory, obscene, pornographic, abusive, discriminatory or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offence or violation of any law, is strictly prohibited. In addition, Customer acknowledges and agrees that, subject to applicable law, TWM may disclose Customer’s name and other personal and financial information about Customer or Customer’s account(s) to its employees, representatives, officers, directors, agents and affiliates, or to any governmental or regulatory authority or self-regulatory organization, or to any third-party service provider, (i) to comply with applicable laws, rules, orders, subpoenas or requests for information by governmental or regulatory authorities or self-regulatory organizations, or (ii) for any other purpose described in any agreement Customer may have with TWM.

For additional information regarding the confidentiality of personal information, please refer to TWM’s Privacy Policy.

TESTIMONIALS

Testimonials may not be representative of the experience of other investors, partners or clients of TWM, nor do they guarantee TWM's future performance or success.

CONTACT

Customer may direct any questions or comments regarding these Terms of Use to legal@tradewindmarkets.com.

These Terms of Use were last updated on May 5, 2017 and are effectively immediately.

Tradable Products Specifications and Settlement Procedures

General Definitions

  1. “Custodial Participant” means a customer of one or more of the Depositories that has one or more Accounts established with a Depository for the trading of precious metals and other Tradable Products and is also a user of the TWM DL. The Custodial Participant may use the TWM DL to make transfers of records of title to Tradable Products between its Account and the TWM DL Account. A Custodial Participant may also be a Trading Participant.
  2. “Depository” means a vault providing secure storage of precious metals listed below as Tradable Products or other facility for the storage of Tradable Products.
  3. A “Permitted Transfer” means a transfer of records of title to Tradable Products on the TWM DL made, other than in connection with settling a transaction executed on the TWM ECN, as part of (i) a lending transaction in which the borrower provides consideration to the lender; (ii) the correction of operational errors, provided that the original trade documentation confirms the error; (iii) a transfer from one account to another where no change in ownership is involved; (iv) a transfer through the operation of law from death or bankruptcy; (v) a transfer as a result of a merger, asset purchase, consolidation or similar non-recurring transaction where the parties thereto are organizations; or (vi) a purchase and sale of records of title to Tradable Products not executed on the TWM ECN, which the Custodial Participant certifies to be a bona fide transaction.
  4. “Tradable Products” mean the products for which TWM has set forth product specifications below and title to which is recorded on the TWM DL.
  5. “Tradewind” and “TWM” refer to Tradewind Markets Inc., a Delaware corporation with offices at 42 Greene Street, Floor 2, New York, NY10013.
  6. “Trading Participant” means a market participant which has subscribed to have direct connectivity to the TWM ECN.
  7. The “TWM DL” means a distributed ledger technology platform provided by TWM or one of its affiliates for the recording of legal title to Tradable Products.
  8. The “TWM ECN” means an electronic trading technology platform through which Trading Participants connected to it may place bids and offers to buy and sell Tradable Products in exchange for one or more currencies recognized as legal tender in one or more jurisdictions.

1. Royal Canadian Mint Pool Fine Gold Credits (“RCM Gold Credits”)

1.1. RCM Gold Credits Specific Definitions

1.1.1. “RCM Gold Credit” or “RCM Gold Credits” means, or mean, entries made on the TWM DL and account records maintained by RCM and account statements RCM issues to a customer with a Pool Account with RCM which indicate and represent the pro rata ownership interest of, and title to, a specific quantity of Unallocated Fine Gold measured in Ounces (or fractions thereof) held by RCM as bailee on behalf of customers with Pool Accounts as bailors where each Credit represents the ownership of, and title to, one Ounce of Fine Gold.

1.1.2. “Fine Gold” means 9,999 or more parts of gold per 10,000 parts.

1.1.3. “LBMA” means the London Bullion Market Association with headquarters in the United Kingdom at 1-2 Royal Exchange Buildings, Royal Exchange, London EC3V 3LF.

1.1.4. “Ounce” means troy ounce.

1.1.5. “Pool Accounts” mean the accounts recording the respective amounts, in Ounces, of RCM Gold Credits, calculated to three decimal places, held by RCM on behalf of a customer on an Unallocated basis.

1.1.6. “RCM” means the Royal Canadian Mint, a Royal Crown corporation, with its principal vaulting facility located at 320 Sussex Drive, Ottawa, Ontario K1A 0G8, Canada. RCM is the Depository for the secure storage of the Fine Gold underlying the RCM Gold Credits, as further detailed in subsection 1.1.9 below.

1.1.7. “Transfer of Credits” means a transfer of RCM Gold Credits from a Custodial Participant’s RCM Pool Account to the TWM Pool Account or vice versa pursuant to RCM’s procedures as defined in the Pool Trading Account Agreement or elsewhere, or the transfer of RCM Gold Credits on the TWM DL.

1.1.8. The “TWM Pool Account” is the Pool Account held by RCM nominally in the name of TWM in which the RCM Gold Credits are held for the benefit of Custodial Participants and their customers.

1.1.9. “Unallocated” means Fine Gold that is part of a fungible bulk of gold contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by RCM, RCM’s third-party service providers (where RCM guarantees that it is at all times fully responsible for such Fine Gold as bailee), or RCM’s sub-custodians located in London, England or other locations around the world.

1.2. Contract Specifications

Each contract is for the spot sale of one RCM Gold Credit.

1.3. Trading Specifications

1.3.1. Trading Symbol – RCM Gold Credits are represented on the TWM ECN and TWM DL by the symbol “AUR”.

1.3.2. Trading Hours – The hours of trading for RCM Gold Credits will be determined by TWM and posted on TWM’s website.

1.3.3. Trading Unit – The unit of trading is one RCM Gold Credit.

1.3.4. Price Increments – The minimum price fluctuation on the TWM ECN for RCM Gold Credits is ten United States cents (US $0.10) per Ounce.

1.4. Settlement Procedures

On the second business day following a purchase and sale transaction executed on the TWM ECN or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of RCM Gold Credits traded and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of Credits purchased.

1.5. RCM Disclosures and Limitations of Liability

1.5.1. Warehouse Liens

The terms of the Pool Account agreement between TWM and RCM (for purposes of this Section 1.5 and each of its subsections, the “Agreement”), as is customary, provide RCM the right to set-off any fees, costs, expenses and interests payable to RCM under the Agreement (which include, but are not limited to, the expenses incurred by RCM in collecting the fees and expenses payable to RCM under the Agreement, including, but not limited to, reasonable legal fees), against the equivalent amount of the Fine Gold in TWM’s Pool Account, determined using the p.m. price of gold expressed in the U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by RCM acting reasonably), on the day of issuance of said written notice.

1.5.2. Limitations of Liability in Force Majeure and Other Extreme Scenarios

Although RCM bears the risk of loss or destruction of the Fine Gold held in the TWM Pool Account held with RCM, the Agreement provides that, among other limitations of liability, ​RCM is not liable for any damages, losses, costs and/or expenses and/or for non-performance and/or delays of service caused by or resulting from any of the following, whether suffered directly or indirectly by RCM:

  1. either:

    (1) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power (de jure or de facto); or (ii) by any authority maintaining or using military, naval or air forces; or (iii) by an agent of any such government, power, authority or forces;

    or

    (2) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority.

  2. (i) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (ii) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (iii) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter, with the exception of radioactive isotopes when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes other than for nuclear fuel; or (v) any chemical, biological, or electromagnetic weapon;
  3. any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear;
  4. the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software programme, malicious code, computer virus or process or any other electronic system;
  5. a case of Force Majeure.

1.5.3. Force Majeure

For purposes of these RCM Disclosures and Limitations of Liability, “force majeure” means circumstances or causes beyond RCM’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate of a customer of RCM (including TWM) and/or of third parties (including, without limitation, entities and/or individuals under their respective control, and/or their respective officers, directors, employees and/or other personnel and agents), fire or other casualty, act of God, war, strike, lockout or labor disturbance, riot or other violence, or any law, order or requirement of any governmental agency or authority.

1.5.4. Right to Compensate for Lost Gold in Cash in Certain Situations

The Agreement provides that in the event of loss and/or destruction of Fine Gold where RCM bears the risks of loss or destruction in accordance with the Agreement, RCM shall, at its discretion, either:

(i) replace the quantity of lost and/or destroyed Fine Gold regarding which TWM is the duly authorized agent of the owner or owners, namely the Custodial Participants;

(ii) compensate TWM (for the benefit of the relevant Custodial Participants) for the monetary value of the lost and/or destroyed Fine Gold regarding which TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants), using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by RCM acting reasonably), on the first (1 st ) trading day following the discovery of said loss and/or destruction by RCM if first discovered by RCM, or, if first discovered by TWM, on the first (1 st ) trading day following the date the relevant Notice of Loss was given to RCM;

or

(iii) replace a portion of the lost and/or destroyed Fine Gold for which TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants) and compensate TWM (for the benefit of the relevant Custodial Participants) for the monetary value of the remaining portion of lost or destroyed Fine Gold for which the TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants) using the p.m. price of gold expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish gold prices, any other gold spot rate selected by RCM acting reasonably), on the first (1 st ) trading day following the discovery by RCM of said loss and/or destruction if first discovered by RCM, or, if first discovered by TWM, on the first (1 st ) trading day following the date the relevant Notice of Loss was given to RCM.

2. Royal Canadian Mint Pool Fine Silver Credits (“RCM Silver Credits”)

2.1. RCM Silver Credits Specific Definitions

2.1.1. “RCM Silver Credit” or “RCM Silver Credits” means, or mean, entries made on the TWM DL and account records maintained by RCM and account statements RCM issues to a customer with a Pool Account with RCM which indicate and represent the pro rata ownership interest of, and title to, a specific quantity of Unallocated Fine Silver measured in Ounces (or fractions thereof) held by RCM as bailee on behalf of customers with Pool Accounts as bailors where each RCM Silver Credit represents the ownership of, and title to, one Ounce of Fine Silver.

2.1.2. “Fine Silver” means 999 or more parts of silver per 1,000 parts.

2.1.3. “LBMA” means the London Bullion Market Association with headquarters in the United Kingdom at 1-2 Royal Exchange Buildings, Royal Exchange, London EC3V 3LF.

2.1.4. “Ounce” means troy ounce.

2.1.5. “Pool Accounts” mean the accounts recording the respective amounts, in Ounces, of RCM Silver Credits, calculated to three decimal places, held by RCM on behalf of a customer on an Unallocated basis.

2.1.6. “RCM” means the Royal Canadian Mint, a Royal Crown corporation, with its principal vaulting facility located at 320 Sussex Drive, Ottawa, Ontario K1A 0G8, Canada. RCM is the Depository for the secure storage of the Fine Silver underlying the RCM Silver Credits, as further detailed in subsection 2.1.9 below.

2.1.7. “Transfer of Credits” means a transfer of RCM Silver Credits from a Custodial Participant’s RCM Pool Account to the TWM Pool Account or vice versa pursuant to RCM’s procedures as defined in the Pool Trading Account Agreement or elsewhere, or the transfer of RCM Silver Credits on the TWM DL.

2.1.8. The “TWM Pool Account” is the Pool Account held by RCM nominally in the name of TWM in which the RCM Silver Credits are held for the benefit of Custodial Participants and their customers.

2.1.9. “Unallocated” means Fine Silver that is part of a fungible bulk of silver contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by RCM, RCM’s third-party service providers (where RCM guarantees that it is at all times fully responsible for such Fine Silver as bailee), or RCM’s sub-custodians located in London, England or other locations around the world.

2.2. Contract Specifications

Each contract is for the spot sale of one RCM Silver Credit.

2.3. Trading Specifications

2.3.1. Trading Symbol ​– ​RCM Silver Credits are represented on the TWM ECN and TWM DL by the symbol “AGR”.

2.3.2. Trading Hours – The hours of trading for RCM Silver Credits will be determined by TWM and posted on TWM’s website.

2.3.3. Trading Unit – The unit of trading is one RCM Silver Credit.

2.3.4. Price Increments – The minimum price fluctuation for RCM Silver Credits on the TWM ECN is one United States cents (US $0.01) per Ounce.

2.4. Settlement Procedures

On the second business day following a purchase and sale transaction executed on the TWM ECN or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of contracts traded and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of Credits purchased.

2.5. RCM Disclosures and Limitations of Liability

2.5.1. Warehouse Liens

The terms of the Pool Account agreement between TWM and RCM (for purposes of this Section 2.5 and each of its subsections, the “Agreement”), as is customary, provide RCM the right “to set-off any fees, costs, expenses and interests payable to RCM under the Agreement (which include, but are not limited to, the expenses incurred by RCM in collecting the fees and expenses payable to RCM under the Agreement, including, but not limited to, reasonable legal fees), against the equivalent amount of the Fine Silver in TWM’s Pool Account, determined using the p.m. price of silver expressed in the U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish 10 silver prices, any other silver spot rate selected by RCM acting reasonably), on the day of issuance of said written notice.”

2.5.2. Limitations of Liability in Force Majeure and Other Extreme Scenarios

Although RCM bears the risk of loss or destruction of the Fine Silver held in the TWM Pool Account held with RCM, the Agreement provides that, among other limitations of liability, ​RCM is not liable for any damages, losses, costs and/or expenses and/or for non-performance and/or delays of service caused by or resulting from any of the following, whether suffered directly or indirectly by RCM:

  1. either:

    (1) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power (de jure or de facto); or (ii) by any authority maintaining or using military, naval or air forces; or (iii) by an agent of any such government, power, authority or forces;

    or

    (2) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority.

  2. (i) ionising radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (ii) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (iii) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter, with the exception of radioactive isotopes when such isotopes are being prepared, carried, stored, or used for commercial, agricultural, medical, scientific or other similar peaceful purposes other than for nuclear fuel; or (v) any chemical, biological, or electromagnetic weapon;
  3. any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear;
  4. the use or operation, as a means for inflicting harm, of any computer, computer system, computer software, computer software programme, malicious code, computer virus or process or any other electronic system;
  5. a case of Force Majeure.

2.5.3. Force Majeure

For purposes of these RCM Disclosures and Limitations of Liability, “force majeure” means circumstances or causes beyond RCM’s reasonable control, including, without limitation, acts or omissions or the failure to cooperate of an RCM customer (including TWM) and/or of third parties (including, without limitation, entities and/or individuals under their respective control, and/or their respective officers, directors, employees and/or other personnel and agents), fire or other casualty, act of God, war, strike, lockout or labor disturbance, riot or other violence, or any law, order or requirement of any governmental agency or authority.

2.5.4. Right to Compensate for Lost Silver in Cash in Certain Situations

The Agreement provides that in the event of loss and/or destruction of Fine Silver where RCM bears the risks of loss or destruction in accordance with the Agreement, RCM shall, at its discretion, either:

(i) replace the quantity of lost and/or destroyed Fine Silver regarding which TWM is the duly authorized agent of the owner or owners, namely the Custodial Participants;

(ii) compensate TWM (for the benefit of the relevant Custodial Participants) for the monetary value of the lost and/or destroyed Fine Silver regarding which TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants), using the p.m. price of silver expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish silver prices, any other silver spot rate selected by RCM acting reasonably), on the first (1 st ) trading day following the discovery of said loss and/or destruction by RCM if first discovered by RCM, or, if first discovered by TWM, on the first (1 st ) trading day following the date the relevant Notice of Loss was given to RCM;

or

(iii) replace a portion of the lost and/or destroyed Fine Silver for which TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants) and compensate TWM (for the benefit of the relevant Custodial Participants) for the monetary value of the remaining portion of lost or destroyed Fine Silver for which TWM is the duly authorized agent of the owner or owners (namely the Custodial Participants) using the p.m. price of silver expressed in U.S. dollars, as published by the LBMA (or, should the LBMA cease to publish silver prices, any other silver spot rate selected by RCM acting reasonably), on the first (1st) trading day following the discovery by RCM of said loss and/or destruction if first discovered by RCM, or, if first discovered by TWM, on the first (1st) trading day following the date the relevant Notice of Loss was given to RCM.

3. Gold at Asahi Salt Lake City

3.1. Gold at Asahi Salt Lake City Specific Definitions

3.1.1. “Asahi Salt Lake City” means Asahi Refining USA Inc.

3.1.2. “Fine Gold” means 995 parts of gold or more per 1,000 parts.

3.1.3. Asahi Salt Lake City and the TWM DL record ownership of Fine Gold stored by Asahi Salt Lake City in Ounces to three decimal places.

3.1.4. “Ounce” means troy ounce.

3.1.5. “Metal” means precious metal including Fine Gold.

3.1.6. “Pool Accounts” mean the accounts recording the respective amounts of Fine Gold, in Ounces, held by Asahi Salt Lake City on behalf of a customer on an Unallocated basis.

3.1.7. The “TWM Program Unallocated Account” is the Pool Account held by Asahi Salt Lake City nominally in the name of TWM in which Fine Gold is held for the benefit of Custodial Participants and their customers.

3.1.8. “Unallocated” means Fine Gold that is part of a fungible bulk of gold contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by Asahi Salt Lake City, or its affiliates.

3.2. Trading Specifications

3.2.1. Trading Symbol – Gold at Asahi Salt Lake City is represented on the TWM Electronic Trading Platform and TWM DL by the symbol “AUU”

3.2.2. Trading Hours – The hours of trading for Gold at Asahi Salt Lake City will be determined by TWM and described in the user manual for the relevant TWM system.

3.2.3. Trading Unit – The unit of trading is one-thousandths of an ounce of Gold at Asahi Salt Lake City.

3.2.4. Price Increments – The minimum price fluctuation on the TWM Electronic Trading Platform for Gold at Asahi Salt Lake City is one United States cents (US $0.01) per ounce.

3.3. Settlement Procedures

For a spot trade executed on the TWM Electronic Trading Platform, by 5PM Eastern Time on the second business day following a purchase and sale transaction executed on the TWM Electronic Trading Platform or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of ounces of Gold at Asahi Salt Lake City traded and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of ounces of Gold at Asahi Salt Lake City purchased.

3.4. Asahi Salt Lake City Disclosures and Limitations of Liability

Pursuant to the TWM Program Unallocated Account agreement entered into by Asahi Salt Lake City and TWM (the “Agreement”), Asahi Salt Lake City has limited its liability as a Depository as follows:

3.4.1. Asahi Salt Lake City will use reasonable care in the performance of Asahi Salt Lake City’s duties under the Agreement.

3.4.2. Asahi Salt Lake City’s scope of responsibility for, and liability for loss of, Metal held in the TWM Program Unallocated Account is to be governed by the terms and conditions of the Agreement.

3.4.3. Although the Agreement provides that Asahi Salt Lake City shall be responsible for Metals in its care, custody and control and shall maintain insurance that provides cover for all risks of physical loss or damage to such Metals, the Agreement also provides that Asahi Salt Lake City’s total aggregate liability to Client pursuant to these Terms or in connection with the Account in respect of all and any claims shall be limited to $50,000.

3.4.4. The Agreement also provides that Asahi Salt Lake City shall not in any circumstances (whether in contract, tort (including negligence) or otherwise) be liable for any loss of profit (whether direct or indirect), financial or economic loss, loss of use, business interruption damages, loss of business, depletion of goodwill or otherwise for any indirect, special, contingent or consequential losses, claims, damages, losses or expenses, or claims, damages, losses or expenses relating to claims regarding entries made to the TWM DL, supply chain/traceability or violation of anti-money laundering, anti-terrorism or anti-corruption laws, suffered or incurred by TWM, any Custodial Participant (other than Asahi Salt Lake City) or any customer of a Custodial Participant, even if one of them notified Asahi Salt Lake City of the possibility in advance.

3.4.5. The Agreement provides that, save as expressly set out in the Agreement, all conditions, warranties and terms, whether conferred by statute, common law or otherwise, are expressly excluded to the fullest extent permissible by law.

3.4.6. Under the Agreement, Asahi Salt Lake City shall not be liable to TWM for any delay in performance, or for the non-performance of, any of Asahi Salt Lake City’s obligations under the Agreement by reason of any cause beyond Asahi Salt Lake City’s reasonable control. This includes, without limitation, any breakdown, malfunction or failure of transmission in connection with communication or computer facilities, any transport, port or airport disruption, industrial action, acts and regulations of any governmental bodies or authorities or the rules of any relevant or regulatory or self-regulatory organization.

3.4.7. In the Agreement, Asahi Salt Lake City discloses and TWM acknowledges that the Fine Gold held in the TWM Program Unallocated Account is unallocated and the Fine Gold credited to the Account shall be commingled with other like metal such that its specific identity will be lost.

3.4.8. The Agreement provides that either Asahi Salt Lake City or TWM may terminate the Agreement upon not less than 10 business days advance written notice. Following any termination, if TWM does not make sufficient arrangements for the transfer or repayment of an amount of Fine Gold equal to the balance of the Account, Asahi Salt Lake City may continue to maintain the Account or may close the Account and in place of delivery of the Fine Gold in the TWM Program Unallocated Account to another Depository at TWM’s direction, pay the value of the balance of the Account (the value being calculated by reference to the pm London Fixing on the date of closing of the Account, after deducting any amounts due to Asahi Salt Lake City under the Agreement).

3.4.9. The Agreement provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. The parties to the Agreement submit themselves to the jurisdiction of the state or federal courts located in the County of New York, State of New York, with respect to any matter regarding the interpretation and application of the terms of the Agreement and all disputes arising under or in connection with the Agreement.

4. Silver at Asahi Salt Lake City

4.1. Silver at Asahi Salt Lake City Specific Definitions

4.1.1. “Asahi Salt Lake City” means Asahi Refining USA Inc.

4.1.2. “Fine Silver” means 999 parts of silver or more per 1,000 parts.

4.1.3. Asahi Salt Lake City and the TWM DL record ownership of Fine Silver stored by Asahi Salt Lake City in Ounces to three decimal places.

4.1.4. “Ounce” means troy ounce.

4.1.5. “Metal” means precious metal including Fine Silver.

4.1.6. “Pool Accounts” mean the accounts recording the respective amounts of Fine Silver, in Ounces, held by Asahi Salt Lake City on behalf of a customer on an Unallocated basis.

4.1.7. The “TWM Program Unallocated Account” is the Pool Account held by Asahi Salt Lake City nominally in the name of TWM in which Fine Silver is held for the benefit of Custodial Participants and their customers.

4.1.8. “Unallocated” means Fine Silver that is part of a fungible bulk of silver contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by Asahi Salt Lake City, or its affiliates.

4.2. Trading Specifications

4.2.1. Trading Symbol –Silver at Asahi Salt Lake City is represented on the TWM Electronic Trading Platform and TWM DL by the symbol “AGU”.

4.2.2. Trading Hours – The hours of trading for Silver at Asahi Salt Lake City will be determined by TWM and described in the user manual for the relevant TWM system.

4.2.3. Trading Unit – The unit of trading is one-thousandths of an ounce of Fine Silver at Asahi Salt Lake City.

4.2.4. Price Increments – The minimum price fluctuation on the TWM Electronic Trading Platform for Silver at Asahi Salt Lake City is one United States cents (US $0.01) per ounce.

4.3. Settlement Procedures

For a spot trade executed on the TWM Electronic Trading Platform, by 5PM Eastern Time on the second business day following a purchase and sale transaction executed on the TWM Electronic Trading Platform or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of ounces of Fine Silver at Asahi Salt Lake City trade and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of ounces of Fine Silver at Asahi Salt Lake City purchased.

4.4. Asahi Salt Lake City Disclosures and Limitations of Liability

Pursuant to the TWM Program Unallocated Account agreement entered into by Asahi Salt Lake City and TWM (the “Agreement”), Asahi Salt Lake City has limited its liability as a Depository as follows:

4.4.1. Asahi Salt Lake City will use reasonable care in the performance of Asahi Salt Lake City’s duties under the Agreement.

4.4.2. Asahi Salt Lake City’s scope of responsibility for, and liability for loss of, Fine Silver held in the TWM Program Unallocated Account is to be governed by the terms and conditions of the Agreement.

4.4.3. Although the Agreement provides that Asahi Salt Lake City shall be responsible for Fine Silver in its care, custody and control and shall maintain insurance that provides cover for all risks of physical loss or damage to such metal, the Agreement also provides that Asahi Salt Lake City’s total aggregate liability to Client pursuant to these Terms or in connection with the Account in respect of all and any claims shall be limited to $50,000.

4.4.4. The Agreement also provides that Asahi Salt Lake City shall not in any circumstances (whether in contract, tort (including negligence) or otherwise) be liable for any loss of profit (whether direct or indirect), financial or economic loss, loss of use, business interruption damages, loss of business, depletion of goodwill or otherwise for any indirect, special, contingent or consequential losses, claims, damages, losses or expenses, or claims, damages, losses or expenses relating to claims regarding entries made to the TWM DL, supply chain/traceability or violation of anti-money laundering, anti-terrorism or anti-corruption laws, suffered or incurred by TWM, any Custodial Participant (other than Asahi Salt Lake City) or any customer of a Custodial Participant, even if one of them notified Asahi Salt Lake City of the possibility in advance.

4.4.5. The Agreement provides that, save as expressly set out in the Agreement, all conditions, warranties and terms, whether conferred by statute, common law or otherwise, are expressly excluded to the fullest extent permissible by law.

4.4.6. Under the Agreement, Asahi Salt Lake City shall not be liable to TWM for any delay in performance, or for the non-performance of, any of Asahi Salt Lake City’s obligations under the Agreement by reason of any cause beyond Asahi Salt Lake City’s reasonable control. This includes, without limitation, any breakdown, malfunction or failure of transmission in connection with communication or computer facilities, any transport, port or airport disruption, industrial action, acts and regulations of any governmental bodies or authorities or the rules of any relevant or regulatory or self-regulatory organization.

4.4.7. In the Agreement, Asahi Salt Lake City discloses and TWM acknowledges that the Fine Silver held in the TWM Program Unallocated Account is unallocated and the Fine Silver credited to the Account shall be commingled with other like metal such that its specific identity will be lost.

4.4.8. The Agreement provides that either Asahi Salt Lake City or TWM may terminate the Agreement upon not less than 10 business days advance written notice. Following any termination, if TWM does not make sufficient arrangements for the transfer or repayment of an amount of Fine Silver equal to the balance of the Account, Asahi Salt Lake City may continue to maintain the Account or may close the Account and in place of delivery of the Fine Silver in the TWM Program Unallocated Account to another Depository at TWM’s direction, pay the value of the balance of the Account (the value being calculated by reference to the pm London Fixing on the date of closing of the Account, after deducting any amounts due to Asahi Salt Lake City under the Agreement).

4.4.9. The Agreement provides that it shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. The parties to the Agreement submit themselves to the jurisdiction of the state or federal courts located in the County of New York, State of New York, with respect to any matter regarding the interpretation and application of the terms of the Agreement and all disputes arising under or in connection with the Agreement.

5. Gold at Asahi Brampton

5.1. Gold at Asahi Brampton Specific Definitions

5.1.1. “Asahi Brampton” means Asahi Refining Canada Limited.

5.1.2. “Fine Gold” means 995 parts of gold or more per 1,000 parts.

5.1.3. Asahi Brampton and the TWM DL record ownership of Fine Gold stored by Asahi Brampton in Ounces to three decimal places.

5.1.4. “Ounce” means troy ounce.

5.1.5. “Metal” means precious metal including Fine Gold.

5.1.6. “Pool Accounts” mean the accounts recording the respective amounts of Fine Gold, in Ounces, held by Asahi Brampton on behalf of a customer on an Unallocated basis.

5.1.7. The “TWM Program Unallocated Account” is the Pool Account held by Asahi Brampton nominally in the name of TWM in which Fine Gold is held for the benefit of Custodial Participants and their customers.

5.1.8. “Unallocated” means Fine Gold that is part of a fungible bulk of gold contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by Asahi Brampton, or its affiliates.

5.2. Trading Specifications

5.2.1. Trading Symbol – Gold at Asahi Brampton is represented on the TWM Electronic Trading Platform and TWM DL by the symbol “AUC”.

5.2.2. Trading Hours – The hours of trading for Gold at Asahi Brampton will be determined by TWM and described in the user manual for the relevant TWM system.

5.2.3. Trading Unit – The unit of trading is one-thousandths of an ounce of Gold at Asahi Brampton.

5.2.4. Price Increments – The minimum price fluctuation on the TWM Electronic Trading Platform for Gold at Asahi Brampton is one United States cents (US $0.01) per ounce.

5.3. Settlement Procedures

For a spot trade executed on the TWM Electronic Trading Platform, by 5PM Eastern Time on the second business day following a purchase and sale transaction executed on the TWM Electronic Trading Platform or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of ounces of Gold at Asahi Brampton traded and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of ounces of Gold at Asahi Brampton purchased.

5.4. Asahi Brampton Disclosures and Limitations of Liability

Pursuant to the TWM Program Unallocated Account agreement entered into by Asahi Brampton and TWM (the “Agreement”), Asahi Brampton has limited its liability as a Depository as follows:

5.4.1. Asahi Brampton will use reasonable care in the performance of Asahi Brampton’s duties under the Agreement.

5.4.2. Asahi Brampton’s scope of responsibility for, and liability for loss of, Metal held in the TWM Program Unallocated Account is to be governed by the terms and conditions of the Agreement.

5.4.3. Although the Agreement provides that Asahi Brampton shall be responsible for Metals in its care, custody and control and shall maintain insurance that provides cover for all risks of physical loss or damage to such Metals, the Agreement also provides that Asahi Brampton’s total aggregate liability to Client pursuant to these Terms or in connection with the Account in respect of all and any claims shall be limited to $50,000.

5.4.4. The Agreement also provides that Asahi Brampton shall not in any circumstances (whether in contract, tort (including negligence) or otherwise) be liable for any loss of profit (whether direct or indirect), financial or economic loss, loss of use, business interruption damages, loss of business, depletion of goodwill or otherwise for any indirect, special, contingent or consequential losses, claims, damages, losses or expenses, or claims, damages, losses or expenses relating to claims regarding entries made to the TWM DL, supply chain/traceability or violation of anti-money laundering, anti-terrorism or anti-corruption laws, suffered or incurred by TWM, any Custodial Participant (other than Asahi Brampton) or any customer of a Custodial Participant, even if one of them notified Asahi Brampton of the possibility in advance.

5.4.5. The Agreement provides that, save as expressly set out in the Agreement, all conditions, warranties and terms, whether conferred by statute, common law or otherwise, are expressly excluded to the fullest extent permissible by law.

5.4.6. Under the Agreement, Asahi Brampton shall not be liable to TWM for any delay in performance, or for the non-performance of, any of Asahi Brampton’s obligations under the Agreement by reason of any cause beyond Asahi Brampton’s reasonable control. This includes, without limitation, any breakdown, malfunction or failure of transmission in connection with communication or computer facilities, any transport, port or airport disruption, industrial action, acts and regulations of any governmental bodies or authorities or the rules of any relevant or regulatory or self-regulatory organization.

5.4.7. In the Agreement, Asahi Brampton discloses and TWM acknowledges that the Fine Gold held in the TWM Program Unallocated Account is unallocated and the Fine Gold credited to the Account shall be commingled with other like metal such that its specific identity will be lost.

5.4.8. The Agreement provides that either Asahi Brampton or TWM may terminate the Agreement upon not less than 10 business days advance written notice. Following any termination, if TWM does not make sufficient arrangements for the transfer or repayment of an amount of Fine Gold equal to the balance of the Account, Asahi Brampton may continue to maintain the Account or may close the Account and in place of delivery of the Fine Gold in the TWM Program Unallocated Account to another Depository at TWM’s direction, pay the value of the balance of the Account (the value being calculated by reference to the pm London Fixing on the date of closing of the Account, after deducting any amounts due to Asahi Brampton under the Agreement).

5.4.9. The Agreement provides that it is to be governed by the laws of the Province of Ontario without regard to its principles of conflict of laws. In addition, the parties to the Agreement have submitted to themselves to the jurisdiction of the courts of the Province of Ontario with respect to any matter regarding the interpretation and application of the terms of the Agreement and all disputes arising under or in connection with the Agreement.

6. Silver at Asahi Brampton

6.1. Silver at Asahi Brampton Specific Definitions

6.1.1. “Asahi Brampton” means Asahi Refining Canada Limited.

6.1.2. “Fine Silver” means 999 parts of gold or more per 1,000 parts.

6.1.3. Asahi Brampton and the TWM DL record ownership of Fine Silver stored by Asahi Brampton in Ounces to three decimal places.

6.1.4. “Ounce” means troy ounce.

6.1.5. “Metal” means precious metal including “Fine Silver.”

6.1.6. “Pool Accounts” mean the accounts recording the respective amounts of Fine Silver, in Ounces, held by Asahi Brampton on behalf of a customer on an Unallocated basis.

6.1.7. The “TWM Program Unallocated Account” is the Pool Account held by Asahi Brampton nominally in the name of TWM in which Fine Silver is held for the benefit of Custodial Participants and their customers.

6.1.8. “Unallocated” means Fine Silver that is part of a fungible bulk of silver contained in the form of bullion bars, ingots, wafers, coins or work-in-progress held by Asahi Brampton, or its affiliates.

6.2. Trading Specifications

6.2.1. Trading Symbol – Silver at Asahi Brampton is represented on the TWM Electronic Trading Platform and TWM DL by the symbol “AGC”.

6.2.2. Trading Hours – The hours of trading for Silver at Asahi Brampton will be determined by TWM and described in the user manual for the relevant TWM system.

6.2.3. Trading Unit – The unit of trading is one-thousandths of an ounce of Silver at Asahi Brampton.

6.2.4. Price Increments – The minimum price fluctuation on the TWM Electronic Trading Platform for Silver at Asahi Brampton is one United States cents (US $0.01) per ounce.

6.3. Settlement Procedures

For a spot trade executed on the TWM Electronic Trading Platform, by 5PM Eastern Time on the second business day following a purchase and sale transaction executed on the TWM Electronic Trading Platform or through a Permitted Transfer (or at such other time the buyer’s and seller’s Custodial Participants mutually agree), the buyer’s Custodial Participant will pay the seller’s Custodial Participant the currency amount equal to the execution price times the number of ounces of Silver at Asahi Brampton traded and the seller’s Custodial Participant will deliver through the TWM DL to the buyer’s Custodial Participant the number of ounces of Silver at Asahi Brampton purchased.

6.4. Asahi Brampton Disclosures and Limitations of Liability

Pursuant to the TWM Program Unallocated Account agreement entered into by Asahi Brampton and TWM (the “Agreement”), Asahi Brampton has limited its liability as a Depository as follows:

6.4.1. Asahi Brampton will use reasonable care in the performance of Asahi Brampton’s duties under the Agreement.

6.4.2. Asahi Brampton’s scope of responsibility for, and liability for loss of, Metal held in the TWM Program Unallocated Account is to be governed by the terms and conditions of the Agreement.

6.4.3. Although the Agreement provides that Asahi Brampton shall be responsible for Metals in its care, custody and control and shall maintain insurance that provides cover for all risks of physical loss or damage to such Metals, the Agreement also provides that Asahi Brampton’s total aggregate liability to Client pursuant to these Terms or in connection with the Account in respect of all and any claims shall be limited to $50,000.

6.4.4. The Agreement also provides that Asahi Brampton shall not in any circumstances (whether in contract, tort (including negligence) or otherwise) be liable for any loss of profit (whether direct or indirect), financial or economic loss, loss of use, business interruption damages, loss of business, depletion of goodwill or otherwise for any indirect, special, contingent or consequential losses, claims, damages, losses or expenses, or claims, damages, losses or expenses relating to claims regarding entries made to the TWM DL, supply chain/traceability or violation of anti-money laundering, anti-terrorism or anti-corruption laws, suffered or incurred by TWM, any Custodial Participant (other than Asahi Brampton) or any customer of a Custodial Participant, even if one of them notified Asahi Brampton of the possibility in advance.

6.4.5. The Agreement provides that, save as expressly set out in the Agreement, all conditions, warranties and terms, whether conferred by statute, common law or otherwise, are expressly excluded to the fullest extent permissible by law.

6.4.6. Under the Agreement, Asahi Brampton shall not be liable to TWM for any delay in performance, or for the non-performance of, any of Asahi Brampton’s obligations under the Agreement by reason of any cause beyond Asahi Brampton’s reasonable control. This includes, without limitation, any breakdown, malfunction or failure of transmission in connection with communication or computer facilities, any transport, port or airport disruption, industrial action, acts and regulations of any governmental bodies or authorities or the rules of any relevant or regulatory or self-regulatory organization.

6.4.7. In the Agreement, Asahi Brampton discloses and TWM acknowledges that the Fine Silver held in the TWM Program Unallocated Account is unallocated and the Fine Silver credited to the Account shall be commingled with other like Metal such that its specific identity will be lost.

6.4.8. The Agreement provides that either Asahi Brampton or TWM may terminate the Agreement upon not less than 10 business days advance written notice. Following any termination, if TWM does not make sufficient arrangements for the transfer or repayment of an amount of Fine Gold equal to the balance of the Account, Asahi Brampton may continue to maintain the Account or may close the Account and in place of delivery of the Fine Gold in the TWM Program Unallocated Account to another Depository at TWM’s direction, pay the value of the balance of the Account (the value being calculated by reference to the pm London Fixing on the date of closing of the Account, after deducting any amounts due to Asahi Brampton under the Agreement).

6.4.9. The Agreement provides that it is to be governed by the laws of the Province of Ontario without regard to its principles of conflict of laws. In addition, the parties to the Agreement have submitted to themselves to the jurisdiction of the courts of the Province of Ontario with respect to any matter regarding the interpretation and application of the terms of the Agreement and all disputes arising under or in connection with the Agreement.