1. Seller account agreement
1.1. This Agreement (including all terms, schedules, supplements and exhibits attached hereto, the “Agreement”) is between Prakoma consult s.r.o. Registered place: Bratislavská 428/3, 018 41 Dubnica nad Váhom, Slovak republic, EU (“Bonim Marketplace”) and the entity that has executed this Agreement (“Seller” or “you” or “your”). The Agreement sets forth the terms and conditions that will govern and control the transaction of business between Bonim Marketplace and you, including the provision by Bonim Marketplace of certain services (the “Services”) to you and your participation in the Bonim Marketplace, all as described more fully herein.
By “clicking” acceptance or the Signature Page(s), you agree to the terms and conditions of this Agreement.
1.2. Subject to Bonim Marketplace’s completion of its review and verification of you and its approval and acceptance of you as its seller.
1.3. Seller’s representations and warranties vyhlásenia a záruky predajcu
By this Agreement, you represent and warrant that the information you have provided to Bonim Marketplace is accurate and complete in all respects and that all information that you hereinafter provide to Bonim Marketplace will be accurate and complete in all respects. You also represent and warrant that:
A. Seller is duly organized and validly existing under the laws of its jurisdiction of organization.
B. Seller’s jurisdiction of organization, type of organization, place of business (if it has only one place of business) or chief executive office (if it has more than one place of business) and employer identification number or other organizational identification number are, as applicable in each case, as the same have been provided to Amos Media in writing.
C. Seller has full power and is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
Seller has full power to enter into and engage in all transactions that are subject to this Agreement. Further, this Agreement has been duly executed and delivered by Seller, and constitutes a valid, binding and enforceable agreement of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and general principles of equity.
D. No one has, or will have, any interest, direct or indirect, in the Account(s) unless such interest is shown in the title of the Account.
E. Seller is not using, and will not use, the Account to transact on behalf of third parties.
F. Seller is not insolvent and Seller will not take any actions through your Account for the purpose or intent of hindering, delaying or defrauding any of your creditors.
G. Any actions taken through your Account will be in full compliance with all applicable laws, and Anti-Money Laundering Laws, and you will not use funds or property derived from unlawful or illegal activity.
2. Anti-Money Laundering
You understand and acknowledge that Bonim Marketplace is, or may in the future become, subject to money laundering statues, regulations and conventions and you agree to execute instruments, provide information, or perform any other acts as may be requested by Bonim Marketplace for complying with law including, but not limited to, law related to money laundering. You understand, acknowledge and agree that to the extent permitted by law, may provide information, including confidential information, to the financial crimes networks, or any foreign government.
3. Recording & monitoring communications; statements & confirmations
You consent to Bonim Marketplace recording your telephone calls and monitoring your electronic communications without further notice.
Bonim Marketplace’s obligation to You
4. Selling coins
4.1. Seller’s Obligation to Bonim Marketplace
You represent and warrant that you will keep confidential any information you may acquire because of this Agreement regarding the business and affairs of Bonim Marketplace.
In connection with any sale by Seller of physical coins, Seller hereby warrants that all merchandise sent to Buyer as part of any sale are owned by Seller, were obtained by lawful and rightful means, and are free of all liens, claims, security interests, and encumbrances. Seller further warrants that Seller has the legal title and authority to sell and full right, interest, and marketable title in and to all merchandise sold to Buyer.
Seller further acknowledges and understands that while the risk of adverse market movement is present at any time, this risk is likely to increase with respect to Orders that are placed outside of normal market hours. Seller acknowledges and understands that the fact that may allow Seller to place an order outside of normal market hours, should not be understood as a recommendation or advice that Seller actually do so.
You understand and acknowledge that an Order, whether verbal or in writing, constitutes a valid and binding contract that is legally enforceable against you in accordance with the terms of this Agreement.
Bonim Marketplace may, at its sole discretion and without prior notice to you, prohibit or restrict your ability to sell or purchase physical precious metals or coins through your Account.
4.2. Modifications and Cancelations May Not Be Effective
You further understand and acknowledge that you may not be able to modify or cancel any Order that has been provided to Buyer.
Bonim Marketplace is under no duty or obligation to acknowledge or act on such modification or cancellation of any order. Accordingly, you understand and acknowledge that you should treat any Order as fixed and irrevocable unless and until Bonim Marketplace acknowledges in writing that it has cancelled or modified any Order.
Bonim Marketplace does not offer sellers the ability to protect or hedge against declines in prices or any ability to “lock-in” gains (other than by selling all or any portion of the physical precious metals or coins held).
Seller is responsible for ensuring that all information contained in any request for a User Code is complete and correct; (iv) you are responsible for all acts or omissions that occur under any User Code issued to an Authorized User until a reasonable amount of time has elapsed following your deactivation of a User Code and written notice to Bonim Marketplace (such time to be sufficient for Bonim Marketplace’s systems to reflect fully such deactivation); and (v) you will immediately deactivate User Codes as well as immediately notify Bonim Marketplace in writing in the event that (x) the authority of any Authorized User has been or is about to be terminated (in which case you agree to promptly return to Bonim Marketplace or its Affiliates any security device previously issued to such Authorized User);
Acceptable forms of payment are bank wires.
All sell or purchases and sales will be made in EUR, or in U.S. dollars.
6. Electronic services
6.1. Ownership, Intellectual Property
Intellectual Property Rights means all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), rights in trademarks, rights in patents and patent applications, trade names, mask-work rights, trade secrets, moral rights, authors’ rights, domain names and universal resource locators (“URLs”), TCP/IP addresses, metatags, all renewal and extensions thereof, and the like, regardless of whether any such rights arise under the laws of country or jurisdiction. Bonim Marketplace shall always be and remain the sole and exclusive owner of the Electronic Services and the Intellectual Property Rights therein. Seller agrees not to take any action inconsistent with Bonim Marketplace’s or the Sources’ rights in the Electronic Services.
Seller hereby represents and warrants that the Electronic Services provided to it by Bonim Marketplace hereunder will be utilized by Seller solely for the purposes of trading and any other uses are expressly prohibited. Seller’s right to use the Electronic Services shall be subject to such fees as Bonim Marketplace shall charge from time-to-time.
Bonim Marketplace at any time, with or without notice, may monitor, modify any aspect of, limit or terminate your use or access to any or all the Electronic Services.
At all times, Seller shall treat all Content and other information obtained from the Electronic Services as confidential and agrees that Seller will not publish or distribute any Content or other information obtained from the Electronic Services.
7. Responsibility of Seller for Orders, Instructions and Transactions
You acknowledge and understand (1) that it is your responsibility to implement such controls and procedures as you think appropriate to protect against erroneous and unauthorized Orders, instructions and transactions and (2) that you will be responsible for all Orders, instructions and transactions that are identified by any of the Electronic Services as coming from an Authorized User’s User Code, and all consequences thereof, whether entered by authorized or unauthorized personnel or by any other person until a reasonable amount of time has elapsed following your deactivation of the User Code of such Authorized User and written notice to Bonim Marketplace (such time to be sufficient for Bonim Marketplace’s systems to reflect fully such deactivation). Furthermore, you agree that any agreement, consent or assent communicated from such access to the Electronic Services under a User Code issued to one of the Authorized Users will be deemed to be a duly signed writing of yours sufficient to bind you thereto.
You further agree that if you; (1) default on any of your obligations under this Agreement; (ii) become bankrupt, insolvent or subject to a similar condition or subject to any bankruptcy, reorganization, insolvency or other similar proceeding; or (2) Bonim Marketplace, at its sole discretion, deem it advisable for Bonim Marketplace’s protection, Bonim Marketplace may, at any time and without prior notice to you: (A) cancel, terminate, accelerate, liquidate and/or close out any or all agreements or transactions between Bonim Marketplace and you or otherwise relating to your Account(s) and calculate damages in a manner Bonim Marketplace deems appropriate; (B) pledge, transfer or sell any assets in any Account(s) or any other account in which you have an interest, either individually or jointly with others; or (C) take any other action as Amos Media, in its sole discretion, deem appropriate with respect to any of the foregoing and apply the proceeds to the discharge of such obligation.
Bonim Marketplace may unilaterally change the terms and conditions of this Agreement at any time upon written notice to you. Thereafter you shall be deemed to have consented to the term of any such amendment unless you notify Bonim Marketplace in writing to the contrary within ten (10) days of your receipt of such notice. Notwithstanding anything to the contrary, any sell or purchase entered after your receipt of such notice shall be deemed to be consent to the terms of such amendment. Any notice by you objecting to the terms of any amendment or withholding your consent to such amendment shall be treated as a written notice of your desire to terminate all your Accounts.
9. References to Bonim Marketplace
Without the prior written approval of Bonim Marketplace, you shall not make any reference to Bonim Marketplace, any Affiliate thereof, any trade name, trademark or service mark of any of the foregoing, or any Services embodied in this Agreement in any advertisement, internet page, or marketing material.
Each party hereby irrevocably agrees that any action or proceeding arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or the performance of such rights or obligations shall be brought exclusively in the courts of the Slovak republic, European Union and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum.
Either party may terminate this Agreement at any time by providing written notice thereof to the other party.
Notwithstanding anything herein to the contrary, Bonim Marketplace has the right to take all steps necessary to close your Account(s) at any time without prior notice to you.