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TERMS AND CONDITIONS

Affiliate Agreement effective on the date of your acceptance into the Affiliate Program.

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Program of Augusta Precious Metals (“Company,” “we,” or “our”), and the establishment of links from your affiliate website to our website www.AugustaPreciousMetals.com. We may modify these Terms and Conditions from time to time. We will provide notice to you of material modifications. If you do not agree to such modifications, your choice will be to terminate your enrollment in and participation in the Affiliate Program. Should you continue in the Affiliate Program more than thirty (30) days beyond your receipt of notice of modifications, you will be deemed to have accepted such modifications, and your participation in the Affiliate Program will be governed by such modifications.

Enrollment in the Affiliate Program

First, you need to submit a complete Affiliate Program Application. We will evaluate your application and will notify you of your acceptance or rejection in 1 to 2 business days. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program for any reason.

If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

Prohibited Sites

– Sites that promote sexually explicit material or violence.

– Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.

– Sites that promote illegal activities.

Spam

Affiliate agrees to not utilize SPAM in promoting the Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of the Company’s Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by the Company. Any service interruptions to the Company’s website as a result of Affiliate’s spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.

For the purpose of this agreement “SPAM” is defined as emailing ANYONE, in bulk or by single mailing, about the Company, who has not specifically requested the information directly from Affiliate. The ONLY exceptions to this are:

– Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate’s behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination. You are solely liable for SPAM and generated by or as a result of your use of any mailing list companies.

– You may include information on the Company in email Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.

The Company also considers ANY type of advertisement about the Company posted to a Newsgroup or Chat Room to be SPAM.

Promotion of Our Affiliate Relationship

As an Affiliate Site, we will make available to you Links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”) and banners, which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours.

Links and Cookie Duration

Subject to the terms below, we will provide you with Links, which will consist of graphic images and/or text provided by us (and subject to change from time to time in our sole discretion). These Links will connect your site directly to ours. By utilizing these Links, users of your site will be able to order, directly from us, any product(s) that were described or referenced on your site.  We provide a 60-day cookie duration and first-touch attribution model. The first affiliate link a prospect clicks will result in that prospect being locked to the referring affiliate for 60 days.

Agreements Regarding Links

In utilizing Links, you also agree that you will display on your site only those graphic images or text (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.

PPC Bidding Rules

TM Bidding is NOT allowed.

TM+Keyword bidding is NOT allowed. No trademarked or forms of trademarked terms should be utilized in PPC.

Our Responsibilities

We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

Contests and Promotions

– As an Affiliate Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer.

– Only offers and promotional tools provided explicitly by the Company for use on an affiliate site are valid.

– The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this agreement.

Compliance with the Agreement

– We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

Reports of Sales and Payout Structure

You will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis. You will receive 6% of the premium trade value on completed sales of premium coins credited to your account, as determined by Augusta based on factors such as the tier level of the coins sold, whether coins were sold at a discounted price, and whether any free coins were included in the sale (“Premium Trade Value”). If you have any tier 2 affiliates connected to your account, you will also receive one percent (1%) of the Premium Trade Value on all completed sales of premium coins credited to your tier 2 affiliate accounts.  Any payout requests with respect to a completed sale can be processed after 15 business days have passed since the completed sale. If a sale is canceled, the payout process with respect to such sale will be canceled.  In addition, you will be eligible to receive $100 for any Qualified Lead (as determined in our sole discretion and as dispositioned by our sales team as qualified) you generate. A “Qualified Lead” is a lead not already in our database that includes a valid U.S. phone number, valid email address, and who has an eligible IRA or 401k account with at least $100,000 that can be rolled over into a new account.

Your Responsibilities

You shall be responsible and shall bear all costs for complying with local, state, and federal laws, statutes, rules, regulations and ordinances of any kind which relate to or affect your duties under this Agreement. Without limiting the generality of the foregoing, you are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations. You hereby agree to indemnify and hold Company harmless for any loss, damage, claim or action resulting from your failure to comply with any of your obligations under this Agreement. You will be solely responsible for any claims, warranties or representations made by you which differ from the warranties or representations provided by Company.

Policies and Pricing

Customers who buy the Company’s products through the Affiliate Program will be deemed to be customers of the Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should not include price information in your product descriptions.

Licenses and Use of the The Company’s logos and Trademarks

– WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE FOR THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES PROGRAM.

– You shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for the Company, without first submitting a sample of such to us and obtaining the prior written consent of the Company’s Affiliate Program Manager, which shall not be unreasonably withheld. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.

Confidential Information.

Each party ("Receiving Party") agrees that it will keep confidential and not disclose or use except in performance of its obligations under this Agreement, Confidential Information provided by the party disclosing such information ("Disclosing Party") except as (i) otherwise required by law, or (ii) or as may be necessary to enforce such parties' rights under this Agreement. You shall disclose the terms of this Agreement to any third party without our prior written consent. Each party shall use reasonable precautions to protect the other's Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information. "Confidential Information" shall not include information that the Receiving Party can document: (i) is in or (through no improper action or inaction by the Receiving Party) enters the public domain, or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) was independently developed by it by persons without access to such information and without use of any Confidential Information of the Disclosing party. Each party, with prior written notice to the Disclosing party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency, provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other party to do so. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, lost profits and attorney's fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Confidential Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this Section will constitute a material breach of this Agreement. For purposes of this Agreement, “Confidential Information” is confidential or proprietary information related to the Disclosing Party’s business that the Receiving Party learns in connection with this Agreement and any other information received from the other, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise: information relating to products or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, or systems therefore, or to the Disclosing Party's business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and product development plans, forecasts, strategies and information).

Relationship of the Parties.

You shall be deemed to be an independent contractor in your relationship with Company. You shall not hold yourself out as an employee or agent of Company. No debts or obligations shall be incurred by either party in the other party’s name. You specifically understand and agree that you shall not be treated as an employee for any applicable tax purposes, and you are responsible for all taxes incurred as result of any payments made by Company hereunder.

Term and Termination.

This Agreement shall begin upon the date of your acceptance into the Affiliate Program and shall remain in effect for one (1) year, and shall be automatically renewed for successive one (1) year periods unless terminated sooner in accordance with this Agreement. In addition to any other termination rights contained herein, this Agreement may be terminated by either party at the expiration of its term or any renewal term upon thirty (30) days written notice to the other party.

Miscellaneous.

You may not assign, sell, lease or otherwise transfer in whole or in party any of the rights granted pursuant to this Agreement without prior written approval of Company. No amendment, change or variance from this Agreement shall be binding upon either party unless executed in writing and signed by an authorized representative of the party to be charged. Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall be not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. You hereby consent to the personal jurisdiction of any court of competent jurisdiction in the State of Wyoming. This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. Company expressly disclaims the making of, and you acknowledge that you not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.