The following provisions apply with respect to all documents which explicitly incorporate them by reference:
Gold Clause. Parties to any agreement incorporating these common provisions hereby covenant and agree to transact and settle all electronic payments governed by such agreements for the sale of goods or services in Gold Dollars—at the prevailing Exchange Rate, where applicable—to the full extent of the Member's Gold Dollar Account Balance and thereafter in Silver Dollars—at the prevailing Exchange Rate, where applicable—to the full extent of the Member's Silver Dollar Account Balance.
Dues, Fees, Charges & Commissions. All dues, fees, charges and commissions shall be assessed at the beginning of each month or on an annual or quarterly basis for small accounts. Further, Escrow Agent may alter applicable rates and amounts upon written notice.
Notices. Any notices to be given by one party to another shall be in writing and may be transmitted either by personal delivery, registered mail or through the on-line account management system maintained by Escrow Agent.
Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Utah and of the United States of America. For purposes of construing the legal tender status, valuation and treatment of Paper, Gold and Silver Dollars, the following authorities shall be controlling: UCA §§ 59-1-1501 et seq.; 31 USCA §§ 5101, 5102, 5103, 5112(a)(7), (a)(11), (h), (i)(1) & (q), 5118(d)(2) & 5119(a); together with the following U.S. Supreme Court Decisions: New York ex rel. Bank of New York v. Board of Supervisors, 74 U.S. 26 (1869); Lane County v. Oregon, 74 U.S. 71 (1869); Bronson v. Rodes, 74 U.S. 229 (1869); Butler v. Horowitz, 74 U.S. 258 (1869); Thompson v. Butler, 95 U.S. 694 (1878); and such other relevant authorities and precedents as the parties to this agreement may invoke.
Venue. Any action at law or in equity instituted in connection with this agreement shall be brought in the appropriate court located within Salt Lake or Utah Counties, Utah.
Attorney's Fees and Costs. If any legal action is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which that party may be entitled.
Advice of Counsel. Member acknowledges having been afforded the opportunity to consult with legal counsel, as well as tax and financial advisors, at the Member's own expense, regarding the provisions of this agreement prior to execution of the same.
Tax Law Compliance. Neither this agreement, nor any provision contained herein, is intended to be, to operate as, or to be construed in any manner as an "abusive tax shelter" or other unlawful means or device to defeat or evade (in whole or in part) any lawful tax or other public charge, due, debt, reporting requirement, or any other duty or obligation imposed by law or arising out of contract or other underlying transaction to which this agreement pertains.
Escrow Services. The parties agree that all conversions of one form of legal tender to another shall be performed by Escrow Agent. Paper Dollar deposits or contributions by the Member with Escrow Agent shall by default be converted to Gold Dollars by means of Dollar Cost Averaging. Conversions of Gold Dollars to Paper Dollars for purposes of paying a bill or invoice tendered by Member shall be performed by Escrow Agent on the due date specified by Member or the closest business day.
Conflict Waiver. The parties agree to waive any and all potential conflicts of interest that may or do exist by virtue of Escrow Agent or any of its owners, officers, directors or employees being in privity of contract with both Member and an entity which is in privity of contract with the Member. Any legal services provided by Escrow Agent to Member other than those contemplated herein shall be subject to a separate attorney/client agreement containing such conflict of interest disclosure and waiver provisions as may be warranted under the circumstances.
Sanctions and Financial Crime Regulatory Compliance. The parties hereby represent and warrant that after inquiry neither they nor any affiliate or representative is known to: (i) be listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order"); (ii) be listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of OFAC or any other applicable requirement contained in any enabling legislation or other executive orders in respect to the Order (hereinafter collectively the "Orders"); (iii) be engaged in activities prohibited in the Orders; or (iv) have been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering.
Confidentiality. The parties hereto agree to maintain in confidence all information relating to this agreement as well as to the nature and extent of the relationship between the Member and Escrow Agent to the full extent permitted by law.
Termination. Either party may terminate this agreement upon 30-days notice to the other party. Upon termination, full Account Balances shall be refunded to the Member in minimum single coin increments, with Escrow Agent retaining any amount under the minimum increment.
Modification. Any modification of this agreement will be effective only if in writing, executed by the party to be charged.
Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
Severability. The parties hereby agree that if for any reason any provision of this agreement is found to be unenforceable by a court of competent jurisdiction, all remaining provisions shall continue in full force and effect.
Successors/Assignments. This agreement shall be binding upon and inure to the benefits of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this agreement. This agreement may not be assigned by any party without the advance written consent of the other party.
Electronic Execution. Pursuant to the provisions of the Electronic Signatures in Global and National Commerce Act (E-SIGN, 2000) and the Uniform Electronic Transactions Act (UETA, 1999), execution of this agreement by electronic means provided on websites or mobile applications maintained by the Escrow Agent for that purpose carries the same weight and legal effect as traditional paper documents and handwritten signatures.