TERMS AND CONDITIONS
These Terms and Conditions govern the purchase and sale by Accurate Precious Metals Refineries, Inc. (referred to herein as “Accurate PMR”, “we”, “us”, or “our”) from the Seller (“Seller”, “you”, or “your”, whether an individual, corporation, limited liability company, partnership or other entity), and the sale of bullion by Accurate PMR to the Buyer (“Buyer”, “you”, or “your”, as the context requires). By offering to sell or selling bullion to Accurate PMR, or offering to purchase or purchasing bullion from Accurate PMR, including via our website or telephone number noted on our website, you represent and warrant that you have the right and legal capacity to enter into these Terms and Conditions, have read, understood and agree to these Terms and Conditions, and that these Terms and Conditions constitute an agreement made by and between Accurate PMR and you, personally, and/or if applicable, on behalf of the entity for whom you are selling or purchasing bullion, as the case may be. If you do not agree with these Terms and Conditions you are expressly prohibited from selling bullion to Accurate PMR, or purchasing bullion from Accurate PMR, and must immediately discontinue your use of our website, services, and any business dealings with our salesmen and/or staff.
SECTION 1: WEBSITE AND ELECTRONIC COMMUNICATIONS
1.2. Electronic Communications. By using Accurate PMR’s website and/or using electronic contracts for business with Accurate PMR via services similar to Docusign, you are communicating with us electronically and consent to receive communications from it electronically. You agree that all electronic communications including notices, disclosures, agreements, contracts, cancellation and market loss related policies that Accurate PMR provides to you electronically shall satisfy any legal requirements that such communications be in writing. By signing an electronic contract for Accurate PMR and/or creating an account on our website, you agree that Accurate PMR, and its designees and agents, may contact you by any available means, including, but not limited to, by phone, by text message, and by email.
1.3. Automated calls. By placing an order with Accurate PMR, you are giving express consent to Accurate PMR to use third party auto-dialer, voice broadcasting and/or automated phone services to contact the customer about an order placed with Accurate PMR. All calls with Accurate PMR are recorded. Accurate PMR will not use automated phone services for marketing/advertising purposes. The use of automated systems is only for information or updates about an order placed with Accurate PMR.
1.4. Spot Alert Pricing Service. Our spot prices are updated every 60 seconds, throughout the day, to reflect live global markets. As such, if you have opted to receive pricing alerts, your alert could trigger at any time day or night. This alert does not constitute a locked spot price for buying or selling, nor any type of recommendation for action of any kind. This service is provided for purely informational purposes. Accurate PMR does not warrant the accuracy or completeness of information through this service and it is not a substitute for your own monitoring of the market. You acknowledge that you are solely responsible for all monitoring and for all investment and other decisions based thereon, and that Accurate PMR has no liability for any market gain or loss, or any other liability, that you may incur as a result of or in connection with the pricing alert service. It is expressly understood that, like all services, the pricing alert service is subject to delays and to failures that are beyond our control. Accurate PMR makes no assurance that this service will be in continuous operation, nor suffer some malfunction. Your carrier plan’s SMS or phone message rates may apply in the event that you receive such alerts.
1.5. Mobile Message Service Terms. The Accurate PMR mobile message service (the “Mobile Message Service”) is operated by Accurate PMR. Your use of the Mobile Message Service constitutes your agreement to these terms and conditions (“Mobile Terms”). Accurate PMR may modify or cancel the Mobile Message Service or any of its features without notice. To the extent permitted by applicable law, Accurate PMR may also modify these Mobile Message Service Terms at any time and your continued use of the Mobile Message Service following the effective date of any such changes shall constitute your acceptance of such changes. Accurate PMR does not charge for the Mobile Message Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message and data rates may apply.
1.5.1. Text messages may be sent using an automatic telephone dialing system or other technology. Your consent to receive autodialed marketing text messages is not required as a condition of purchasing any goods or services. If you have opted in, the Mobile Message Service provides promotions, specials, and other marketing offers. Message frequency varies. Text the single keyword command STOP to 503-400-5608 to cancel at any time. You’ll receive a one-time opt-out confirmation text message. If you have subscribed to other Accurate PMR mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms. For Mobile Message Service support or assistance, text HELP to 503-400-5608 or email firstname.lastname@example.org.
1.5.2. We may change any short code or telephone number we use to operate the Mobile Message Service at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honoring requests made in such messages.
1.5.3. The wireless carriers supported by the Mobile Message Service are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. You agree to maintain accurate, complete, and up-to-date information with us related to your receipt of messages.
1.5.4. You agree to indemnify, defend, and hold us harmless from any third-party claims, liability, damages or costs arising from your use of the Mobile Message Service or from you providing us with a phone number that is not your own.
1.5.5. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Mobile Message Service, any errors in such information, and/or any action you may or may not take in reliance on the information or Mobile Message Service.
1.6. Copyright. All content presented on Accurate PMR’s website, including, but not limited to, graphics, logos, images, audio clips, and slogans, are the exclusive property of Accurate PMR or its affiliates and protected by all applicable copyright and other intellectual property laws.
1.7. Your Online Account. It is your responsibility to maintain the confidentiality of your online account including username and password, and for restricting access to any computer you use to access your account or complete a transaction. By using Accurate PMR’s site, you agree to accept full responsibility for any activity which occurs on your account.
1.8. User Reviews/Generated Content. User reviews are the opinion of others and are not the opinion of Accurate PMR. Accurate PMR accepts no responsibility for the opinions of other users. Furthermore, user generated content may be published, used in adverts, shared or hosted on third party websites associated with Accurate PMR. Reviews can also be visible in public areas at Accurate PMR’s website to all visitors. You knowingly acknowledge Accurate PMR does not guarantee confidentiality with respect to any user generated content submitted through Accurate PMR’s website or affiliated third parties that Accurate PMR may use to collect said user generated content.
SECTION 2: TERMS OF PURCHASE
2.2. Payment. The Buyer agrees to send Accurate PMR payment as contractually specified: 1. Payment by Bank Wire must be sent within 1 business day (24 hours); 2. Payment by Personal Check, Company Check, Cashier’s Check, and/or Money Order requires express/next day equivalent or standard shipping and the Buyer must send proof of payment for shipping of the check. Accurate PMR must receive the personal check, company check, cashier’s check and/or money order within 3 business days. Accurate PMR will not ship or release any items until after 10 business days from the day the personal check, company check, cashier’s check, and/or money order is received by Accurate PMR either in-person or by mail. 3. Payment Gateway (ACH) Keybank Cashflow process. This process will be provided via email to the buyer. Once the buyer receives the email; click the link and fill out the paper work. AccuratePMR requires that this process is done 1 hour from the time the buyer receives the email for the payment gateway.
2.2.1. Electronic Payments. While e-check payments typically clear within 1-3 business days, it may take 1-7 business days for the electronic funds transfer payment to fully clear into Accurate PMR’s account. Selecting an e-check payment authorizes a one-time payment in the full amount of the order to be processed as an electronic funds transfer or draft drawn from the banking account provided and, if necessary, electronic credits to Buyer’s account to correct erroneous debits. If the payment returns unpaid, Buyer authorizes Accurate PMR or its service provider to collect the payment and the applicable return item fee and costs by electronic funds transfers or drafts drawn from the account provided.
2.3. Add part for “holding product for Buyer”
2.3.1. Accurate PMR’s hold period for the Buyer’s product is 2 weeks from the time
2.4. Cancellation by Accurate PMR. Accurate PMR reserves the right in its sole discretion to cancel Buyer’s order, including, but not limited to, for orders that are deemed questionable, suspicious, too significant of risk, incorrect in confirmed price, or are not paid within the time required under Section 2.2 above and to use any banking or financial means possible to recover monies owed to Accurate PMR. Accurate PMR reserves the right to decline, refuse or cancel any order with or without reason, regardless of payment method, or order confirmation.
2.5. Cancellation by Buyer. Any requests to cancel from Buyer must be made via telephone during normal business hours. Accurate PMR will evaluate any request to cancel an order on a case-by-case basis and only under extraordinary circumstances will a cancellation be approved. Buyer will pay a cancellation fee of $50.00 plus the market loss, if any. “Market loss” is defined as the amount the price increases from the locked spot price of the metals at the time of the order to the spot price of the metals at the time of cancellation. In the event that the price of the metals decreases from the time of the order to the time of the cancellation, such market gains will remain the property of Accurate PMR and Buyer will pay the $50.00 cancellation fee. The balance due to Accurate PMR is to be paid within one (1) business days. If Accurate PMR does not receive payment within this timeframe, Accurate PMR reserves the right to send customer accounts to collections to retrieve such cancellation fees. Any cost of collections activities, including attorney fees, to Accurate PMR will be added to the balance due. In the event the buyer has already made a payment or paid in full but wishes to cancel the transaction prior to receiving items (if the cancelation is approved by Accurate PMR) then Accurate PMR will deduct the balanced owed in fees to Accurate PMR from the balance being returned to the buyer.
2.6. Taxes. The customer/buyer is solely responsible and must pay for any applicable taxes or duties required by state and federal agencies that may be due as a result of a transaction with Accurate PMR.
2.7. Market Prices; Pricing Errors. Due to continually changing market prices for precious metals, the prices offered by Accurate PMR are only valid for a five-minute duration and are subject to change thereafter. Spot price calculations are made by Accurate PMR in its sole and absolute discretion and are not negotiable. Pricing shown on any website owned or operated by Accurate PMR is for informational purposes only. Accurate PMR prides itself in providing the most up-to-date pricing for you and our staff. Occasionally, Accurate PMR makes mistakes and there may be a typographical or pricing error. Under these circumstances, Accurate PMR retains the right to cancel or refund an order. If a typographical, mathematical or other error is made in the calculation of a transaction, Buyer agrees to take all steps requested by Accurate PMR to rectify the error. Customer further agrees to hold Accurate PMR harmless from all damages or liability arising from such error. Accurate PMR guarantees that every item that it sells is genuine and that all precious metal items do contain the weight, fineness, and purity that it has advertised. However, all investments, of every type, involve some level of risk and precious metals are no exception. Like many markets, the precious metals market is speculative, and it is unregulated. The value of any bullion item is generally determined by current spot price of the underlying precious metal, and by the supply and demand for these particular items. These prices will fluctuate throughout the day while the precious metals market is open. If you are considering purchasing precious metals as an investment, you should assess the stability of the current market and contact your financial advisor for all advice.
2.8. Duty to Report Claim or Discrepancy. Buyer must notify Accurate PMR in writing via email to email@example.com in addition to phone call 503-400-5608 within 1 business day after receiving the purchase of any discrepancy, claim, or dispute arising from a transaction. If no notification is received within 1 business day, Buyer agrees it is forever barred from bringing a claim for loss, damage, or other relief relating to such controversy, claim, or dispute.
2.9. Disclaimer. The information provided on any website owned or operated by Accurate PMR is for informational purposes only and is not intended as any form of advice, whether legal, accounting, investment, financial or tax advice. Therefore, it cannot be relied upon as such. The client should contact a licensed professional for such advice. The information provided by websites of Accurate PMR are provided on an “as is” basis without any warranty of any kind, whether express or implied and the use of this service and Accurate PMR ‘s websites is entirely at Buyer’s own risk. In no event will Accurate PMR be held liable for any direct, indirect, special, incidental, or consequential damages arising out of the use of information contained on our websites or any publication.
2.10. Shipping. Buyer acknowledges and warrants that the shipping address Buyer provides is accurate and an address at which Buyer can accept the shipment. Any damages, loss, or claims relating to mistakes in the shipping address provided by Buyer will be Buyer’s sole responsibility. Accurate PMR reserves the right to combine any orders placed on the website shipping to the same address. If Buyer’s order is shipped and returned to Accurate PMR by the carrier for an undeliverable reason code, the order will incur a $30 per month or a 0.5%(0.005) of total product/shipment value (whichever is more) storage and insurance fee from the original date Accurate PMR received the returned shipment with a maximum of a 90 day holding period. If the Buyer does not communicate with Accurate PMR and provide an updated, and accurate a shipping address which meets our anti fraud guidelines determined by docusign verification process within 90 days Accurate PMR reserves the right to liquidate the items at our discretion at market value and deduct all associated storage fees, insurance fees, premiums, and costs that are associated to a buy-back transaction. Accurate PMR will make reasonable attempts to returning the funds to the Buyer. Any order that needs to be re-shipped by Accurate PMR for an error which was not the fault of Accurate PMR, the Buyer will incur a minimum re-packaging and handling fee of $30 or a 0.5%(0.005) of total product/shipment value (whichever is more) in addition to all shipping, packaging, and insurance fees.
2.10.1. Shipping to Post Office (PO) Boxes. Any shipment greater than $10,000 in value going to a PO Box will NOT be insured. Also, insurance on orders going to a PO Box only last until the order is received and signed for by USPS.
2.11. Large Order Policy: A large order is defined as an order equal to or greater than $50,000 USD. At Accurate PMR ‘s discretion, it may require a deposit in full via bank wire transfer before locking in the spot price of a large order. Once Accurate PMR has received the funds and if the market and/or premiums have increased during that time, at the discretion of Accurate PMR we reserve the right to require the Buyer to pay the remaining balance of the market and/or premium Increase, if any. “Market increase” is defined as the amount the spot price increases from the price given to Buyer prior to the wire transfer. “Premium Increase” is defined as the amount the price increases from our vendors to Accurate PMR. The balance of the increase will be due prior to shipping or delivering any items to the buyer. In the event the spot and/or premium price decreases from the time the wire transfer was sent, such market and premium gains will remain the property of Accurate PMR. If Accurate PMR does not receive payment of the balance within 1 business day, Accurate PMR reserves the right to liquidate the items at our discretion at market value and deduct all associated storage fees, insurance fees, premiums, and costs that are associated to a buy-back transaction and refund the balance to the Buyer.
2.12. International Shipping and Ordering
2.12.1. We do not buy or sell bullion internationally at this time.
SECTION 3: TERMS OF SALE
3.1. Selling to Accurate PMR. The following terms will apply to any metal Accurate PMR purchases from suppliers and customers (referred to in this Section 3 as the “Seller”). When a buyback order is confirmed, prices become locked-in and the order becomes a contractually binding agreement between the Seller and Accurate PMR. By placing an order either online or via telephone and agreeing to Accurate PMR’s terms and conditions, the Seller enters into a contractually binding agreement with Accurate PMR and agrees to send Accurate PMR the products as specified.
3.2. Inspection and Testing. Upon receipt, Accurate PMR will inspect each package as it arrives, and reserves the right to reject, or to modify or liquidate the relevant transaction with respect to any late or defective package, any package sent that contains items not as represented or that are damaged or worn in excess of industry standards, or any package that does not otherwise comply with these Terms and Conditions. Packages shipped by Seller must be received by Accurate PMR within three business days following the date of the transaction. All damaged packages shipped will be refused for delivery and returned to Seller. If your package is returned to Seller, Seller will need to immediately contact Accurate PMR to arrange a reshipment of the metal, or liquidation of the transaction. Failure to contact Accurate PMR to make arrangements will result in the transaction being cancelled on the 4th business day following the date of the relevant transaction. Accurate PMR will contact Seller if any discrepancy is discovered upon inspection of any package and every effort will be made to resolve the matter in a timely fashion. Accurate PMR reserves the right to have any non-standard precious metals products assayed for pureness or otherwise tested. Seller is responsible for the associated fees for such testing. Fees associated with any transaction may be deducted from the total agreed-upon payment due to Seller under the applicable purchase order.
3.3. Cancellations by Seller. Cancellation requests must be filed via telephone during normal business hours. Accurate PMR will evaluate any request to cancel an order on a case-by-case basis and only under rare circumstances will a cancellation be approved. The market loss value is determined by the increase in market price from when the buyback is submitted with Accurate PMR to the time that the buyback is cancelled. The total market loss value and administration fee due to Accurate PMR will be invoiced and due to Accurate PMR within (10) business days. If we do not receive payment within this timeframe, Accurate PMR reserves the right to send customer accounts to collections to retrieve cancellation fees. Accurate PMR may determine, in its sole discretion that Seller may not be permitted to buy from or sell to Accurate PMR in the future due to cancelled buyback orders.
3.4. Cancellations by Accurate PMR. Accurate PMR reserves the right to cancel any buyback order after 3 business days of non-receipt of the metals the Seller agreed to sell. Accurate also reserves the right to cancel an order at its sole discretion for any reason. The cancellation penalty will be applied to a credit card on file previously used to secure a buyback order or regular order either online or via telephone. Accurate PMR reserves the right to charge any valid credit card on file for applicable market loss and cancellation fees. Any change in market price to Accurate PMR’s benefit as a result of a cancelled order will remain the property of Accurate PMR.
3.5. Insurance; Shipping; Taxes. The risk of loss, damage, or destruction of the products will be the Seller’s responsibility until the shipment is received by Accurate PMR. The Seller agrees to insure the products Seller sends to Accurate PMR. Insurance must include, at a minimum, loss of product or damage in transit. The Seller is solely responsible for any applicable taxes or duties that may be applicable on a transaction with Accurate PMR.
3.6. Insurance Covered by AccuratePMR must meet the follow guidelines.
3.6.1. All packages being shipped to accurate PMR must be post marked “priority mail express” which is normally next day from most regions in the United States.
3.6.2. All packages must be double boxed. All precious metals must be placed in a box and the box must be placed into another box. The metals also must be stuffed, packaged, or wrapped so that the metals do not clang together causing damage to the precious metals and causing sound that would alert the carrier or anyone handling the package that there is precious metals inside. The goal is to create no sound from inside the box that would alert anyone handling the box that there is metal inside the box. For example, if you are shipping tubes of silver buffaloes or Eagles, place a small piece of foam or paper inside the tube underneath the lid to prevent the silver coins from bouncing up and down causing sound.
3.6.3. DO NOT place the recipient, or add a reference, or a description of any kind on the label or on the package that would indicate any sort of precious metals, metals, diamonds, or any item of value etc. Only use the name for the recipient as “APMR”
3.6.4. Each package that is being sent to accurate PMR cannot exceed a maximum value of $100,000. If the value exceeds this amount for one box, you will need to ship an additional package. This additional package must meet all the above requirements.
3.6.5. Please Ship all items to the following address
a. Recipient Name: APMR
b. Address: 1855 Hawthorne Ave NE Salem, OR 97301
c. Phone : (503) 400-5608
3.7. Anti-Money Laundering Program. Under the USA Patriot Act of 2001, all precious metal dealers and pawn shops doing business in the United States that both buy and sell more than $50,000.00 in qualifying metals, stones, and/or jewels per year are required to have a written anti-money laundering (“AML”) program. By selling metals to Accurate PMR, Seller agrees to the following:
3.7.1. If required to by law, Seller has a written AML program that complies with the USA Patriot Act and the Bank Secrecy Act
3.7.2. Seller is exempt from coverage under the USA Patriot Act under the retail, industrial or other exemption specified in the Interim Final Rule for Dealers in Precious Metals, Stones, or Jewels 31 CFR 1027.100 or pursuant to an administrative exemption granted by the Financial Crimes Enforcement Network (FinCEN).
3.8. Gold Supply Chain Policy Statement Acknowledgement. Seller agrees that any precious metals sold by Seller to Accurate PMR did not originate from one of the countries defined by 17 CFR 240 and 249b “Covered Countries.” Customer understands Accurate PMR will immediately terminate or suspend any transaction if it becomes aware of any upstream suppliers at a reasonable risk of sourcing from such countries.
SECTION 4: RESERVATION OF RIGHTS; DISCLAIMERS
4.1. Market and Investment Risk. The analysis and discussion provided by Accurate PMR is for education and entertainment purposes only. It is not recommended for trading purposes or financial advice. Employees and contributing authors to Accurate PMR are not investment advisers and information obtained from it should not be taken as professional investment advice. The commentary on Accurate PMR reflects the opinions of the respective authors and not that of Accurate PMR. Your own due diligence is recommended before buying or selling any investments, securities, or precious metals.
4.2. Reservations of Right. In addition to any other rights AccuratePMR may have pursuant to these Terms of Purchase, it expressly reserves the following rights:
4.2.1. Right to Refuse Service to Anyone. The right to refuse service to anyone, for any reason, in its sole discretion
4.2.2. Right to Correct Erroneous Orders. The right to correct any sale or purchase for obvious errors or computer-related problems, whether due to its own fault or otherwise. Accurate PMR will make a good faith effort to notify Buyer/Seller of any correction of an order without delay
4.2.3. Right to Cancel Any Pending Transaction. The right to cancel any pending transaction at any time for any reason.
4.2.4. Right to Require Payment by Wire Transfer. In the event that you purchase bullion from us, we reserve the right to require payment via bank wire transfer
4.2.5. Right to Withhold Shipment for Unpaid Multiple Orders; Right of Offset. In the event you place multiple purchase or sell orders with us and do not fulfill said orders according to these Terms and Conditions, we reserve the right to withhold shipment or payment of any orders that have been paid or delivered by you, until the unfulfilled orders have been resolved to our satisfaction or to apply any proceeds of any paid order and/or product against any of your other unfulfilled order’s proceeds and product. If you thereafter have a net balance owed to us, we may involuntarily liquidate the remaining net balance owed as provided herein. If you have a net balance remaining for shipment or payment, then we shall ship the remaining portion of the order or send payment as provided herein
4.2.6. Right to Withhold Payment for Outstanding Documents and Identification. We reserve the right to withhold payment of funds due to you, or to involuntarily liquidate, cancel or rescind any transaction, should any documents requested, including without limitation, identification verification, be outstanding at the time of the relevant transaction or when requested by us
4.2.7. Right to Hold Payment. In the event that you purchase bullion from us, we reserve the right to hold any payment received by us from you until it is verified and cleared and/or you have communicated with us and submitted valid payment information. This is done solely in the interest of fraud prevention, and all holds are removed promptly upon the completion of the above conditions.
SECTION 5: MISCELLANEOUS
5.1. Computation of Time. Unless otherwise expressly stated in these Terms and Conditions, the first day for computing a time period shall be the first business day following placement of the respective transaction. If the last day of the time period falls on a weekend or federal holiday, then the last day shall be moved forward in time to the first day that is not a weekend or federal holiday.
5.2. Force Majeure. Accurate PMR shall not be liable for any failure to perform any obligation under these Terms and Conditions due to an event beyond the control of Accurate PMR including but not limited to any act of god, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made event outside of its control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen.
5.3. Authorization. The execution, delivery, and performance of these Terms and Conditions have been duly authorized by the parties and the person signing on behalf of each party has authority to enter into these Terms and Conditions on behalf of that party.
5.4. Entire Agreement. These Terms and Conditions (including the documents and instruments referred to in these Terms and Conditions) constitute the entire agreement and understanding of the parties with respect to the subject matter of these Terms and Conditions and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
5.5. Binding Effect. These Terms and Conditions is binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.
5.6. Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in these Terms and Conditions.
5.7. Further Assurances. Each party agrees to execute and deliver such other documents and to do and perform such other acts and things as any other party may reasonably request to carry out the intent and accomplish the purposes of these Terms and Conditions.
5.8. Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.
5.9. Attorney Fees. In the event of a default on any payment obligation hereunder, you will pay all costs of collection, including, but not limited to, collection agency fees, dishonored check fees, court costs, and attorney fees. In the event that any legal proceeding is commenced for the purposes of interpreting or enforcing any provision of these Terms and Conditions, the prevailing party will be entitled to recover a reasonable attorney fee in that proceeding, or any appeal thereof, in addition to the costs and disbursements allowed by law. With respect to any dispute relating to these Terms and Conditions, or in the event that a suit, action, arbitration, or other proceeding of any nature whatsoever is instituted to interpret or enforce the provisions of these Terms and Conditions, including, without limitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action, suit, arbitration, or other proceeding seeking a declaration of rights or rescission, the prevailing party will be entitled to recover from the losing party its reasonable attorney fees, paralegal fees, expert fees, and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the judge or arbitrator at trial, arbitration, or other proceeding, or on any appeal or review, in addition to all other amounts provided by law.
5.10. Notices All notices, invoices, and other communications under these Terms and Conditions must be in writing and will be deemed to have been given if delivered personally, emailed, mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the addresses provided for shipping (or at such other address as a party may designate by like notice to the other parties) Any notice or other communication will be deemed to be given (a) on the date of personal delivery, (b) on the date the email was sent; (c) at the expiration of the 3rd day after the date of deposit in the United States mail, or (d) on the date of confirmed delivery by overnight delivery service.
5.11. Governing Law. These Terms and Conditions will be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict-of-laws principles.
5.12. Venue. Any action or proceeding seeking to enforce any provision of these Terms and Conditions or based on any right arising out of these Terms and Conditions must be brought against any of the parties in Marion County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.
5.13. Severability. If any provision of these Terms and Conditions are deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of these Terms and Conditions will not be impaired in any way.
5.14. Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other parties will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
Version 1.2 last updated 7/22/2022