HEARTLAND PRECIOUS METALS TERMS & CONDITIONS
Updated September 25, 2017
Welcome to the HeartlandPreciousMetals.com (the “HEARTLAND Site”). Our goal is to provide you products and services from one of the most-trusted and empowering precious metal companies. Unless otherwise specified, these products and services (“the Content”) contained in the HEARTLAND site are presented solely for your convenience and/or information.
We want to avoid miscommunication. That’s why we’ve established these Terms and Conditions (“Agreements”) to guide and bind us both. Please read them carefully because they’ll govern the use of the HEARTLAND Site and apply to all Internet traffic visiting the HEARTLAND Site.
You should carefully consider the suitability of precious metals as a personal financial choice before making any decisions that may affect your situation. Precious metals markets involve risk to investment principal and can be volatile. Purchasing precious metals often involves a degree of risk that makes them unsuitable for certain individuals. Precious metal products and accounts are not insured by the Federal Deposit Insurance Corporation or other similar program and may lose value.
The HEARTLAND site may contain forward-looking statements that indicate HEARTLAND’s expectations regarding future events and business conditions. These forward-looking statements involve risks and uncertainties and actual developments may differ materially from those projected depending on numerous factors which are beyond HEARTLAND’s control. Be aware that HEARTLAND and its employees are not financial advisors and do not provide financial consulting, advice, or information.
You should always conduct your own research and due diligence and obtain professional advice before making any investment decision.
By accessing or using the HEARTLAND Site, you accept the responsibility to fully abide by all of these Agreements, which are meant to protect HEARTLAND Site visitors and your use of this HEARTLAND Site. By using the HEARTLAND site and other services provided by HEARTLAND, including placing Sales Orders from HEARTLAND, placing Purchase Orders to HEARTLAND, you are agreeing to the following terms, including, without limitation, the terms available by hyperlink. These terms apply to all Orders, all Sales and all Purchases, whether made through the HEARTLAND site, by telephone or otherwise. You acknowledge that Heartland Precious Metals and Heartland Rare Coin Gallery are assumed names of Heartland Precious Metals, L.L.C., whose business address is P.O. Box 429 Kansas, OK 74347, Telephone 405-254-6868, and Heartland Precious Metals, LLC is doing business as HEARTLAND.
IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE HEARTLAND SITE.
This Agreement contains 17 sections, and some of these sections contain subsections. Please read the entire Agreement carefully. You may jump directly to any section by selecting the appropriate link below. The headings and subheadings below are for reference only and do not limit the scope of each section. Some capitalized terms have specific definitions in section 17 (Definitions). Underlined words in this Agreement and on our HEARTLAND Site hyperlink to relevant information.
1. HEARTLAND Sales Ordering
2. Payment Instructions
3. Shipping Your Product
4. International Orders
5. Exchange Policy
6. Risks in Precious Metals
7. Selling to HEARTLAND
8. Market Loss Policy
9. Binding Contract
10. General Contractual Provisions
11. Downloads, Software and Applications
12. Privacy, Security and Confidentiality
14. Trademarks, Copyrights, and Restrictions
15. No Warranties
This User Agreement governs your Sale and Purchase transactions, including placement of Sales Orders from HEARTLAND and Purchase Orders to HEARTLAND, as applicable, and are incorporated by reference into and made part of the HEARTLAND Site.
1. HEARTLAND Sales Orders
A. Sales Orders Limits — As you have seen, Heartland’s prices are very transparent, providing our customers with the best value and lowest prices available. In order to provide efficient and secure shipping and handling, we must maintain a minimum Sales Order of $1000.00 (USD) per transaction for Sales Orders shipped within the U.S.A.; and a minimum of $2500.00 (USD) per transaction for any Sales Orders shipped to Canada.
HEARTLAND reserves the right to request a ten percent (10%) deposit before we will accept and confirm the Sales Order of a “significant” Sales Order and lock in prices. “Significant” Sales Orders are determined by HEARTLAND in its sole discretion.
On Sales Orders greater than $100,000.00 (USD) or sales outside of North America, we recommend that you contact our Trading Department at (877) 360-3945, (Press 1 for Trading Desk) to determine if a deposit will apply.
B. Locked-in Price — One of the most transparent features of the Heartland site is the ability to follow the active and constantly changing market price on precious metals. This valuable feature empowers our customers by providing them actual costs and premiums on various products, but it has limitations. Even in this digital age, communications with the market lags and the Heartland site’s ability to continuously capture and lock the price for the customer is practically impossible. When a customer clicks on “Proceed to Checkout” button, the Heartland site will capture the market price at that moment. However, the actual market price arriving from the market may not have been displayed at the exact moment the computer accepted the customer’s action. Therefore, some variations may occur between the visible price shown at the moment of the customer’s action and the locked-in price captured. Sometimes the customer receives a benefit of a locked-in lower price as the market price falls, sometimes the price rises. If the customer does not like the price they have captured, they can cancel the transaction before the order is placed. Therefore, the customer accepts the limitations of this valuable tool and agrees that Heartland will not be liable for any variations between the price shown upon the customer’s action to “proceed to Checkout” and the locked-in price captured.
C. Sales Order Pricing — There are no added sales commissions to the price you pay. When you submit your Sales Order the price is locked-in for a period of time to insure prompt payment. There is no charge for U.S. domestic shipping, handling, and insurance. Your Sales Order Confirmation number will be provided via your primary email address.
The Sales Order price is locked-in for 5 Business Days on Sales Orders under $25,000.00 (USD) and for 3 Business Days on Sales Orders of more than $25,000.00 (USD). That is the time you have to make your payment to HEARTLAND. You MUST ensure that your payment is dated within 24 hours of the time of your confirmed Sale and received by HEARTLAND within 5 Business Days of your confirmed Sale on Sales Orders under $25,000 (USD) and 3 Business Days of your confirmed Sale on Sales Orders more than $25,000.00 (USD) to realize your locked-in price.
D. Cancellations — The precious metals market constantly fluctuates, so once HEARTLAND issues a Sales Order confirmation, it has locked in the market price to process your order and prepare the shipping of your order. This means that there is a binding contract between us for your transaction and, as a result, any market risk for breach is transferred to you at the time the Sales Order is confirmed. This protects both of us and provides you a benefit by setting your purchase price at your Sales Order confirmation time. We believe this is one of the key benefits of transacting with HEARTLAND.
You have no right to cancel your Sales Order(s) after confirmation; and, if you default in your performance of payment, shipment or any other act required, we reserve the right to refuse to fulfil your Sales Order(s). Any cancellations due to the customer’s actions are subject to our Market Loss Policy plus a fifty dollar ($50.00 USD) cancellation fee. Sales Order cancellations will be provided via your primary email. At that time, if any Market Loss to HEARTLAND has occurred, it will be calculated and added to the $50.00 cancellation fee.
You agree to full responsibility and liability to HEARTLAND for any cancellation fee and/or Market Loss and you agree to remit immediately (upon notice) to HEARTLAND good funds for any cancellation fee and/or Market Loss caused as result of your default. No future Orders by you may be permitted unless and until any Market Loss is paid in full. Any Market Gain on Sales Order cancellations vests in and shall remain the property of HEARTLAND. Upon written confirmation by HEARTLAND of your payment of the $50.00 cancellation fee plus the Market Loss, we will forgive further action against and your responsibility for any breach by you and all resulting damages owed to HEARTLAND.
HEARTLAND reserves the right to refuse or cancel any Sales Order at any time and for any reason, including if it is deemed questionable or of significant risk to HEARTLAND regardless of payment method and price confirmation and in such case; and, you waive any right to any claim or actual damages of any kind or nature whatsoever.
E. Sales Order Changes — A Sales Order commits you to buy precious metals from HEARTLAND at a set price. It is a binding contract that involves a financial obligation and cannot be changed without written permission from HEARTLAND. Please carefully consider what you want to buy so that what you want is exactly what you entered in your Sales Order.
F. Sales Order Payment Requirements — It is always best to send us your payment immediately to complete your transaction with HEARTLAND and avoid any possible default so you can realize the locked-in price as of your confirmation time. When making payment by mail or wire, we recommend making payment the same day your Sales Order is placed and, when mailing payment, that you use a courier service that offers priority delivery and which provides you with a tracking number to ensure timely delivery and tracking capabilities.
When you buy from us, you must ensure that your payment is received by HEARTLAND within 5 Business Days from the date your Sales Order was placed for Sales Orders under $25,000.00 (USD) and within 3 Business Days from the date your Sales Order is placed for Sales Orders of more than $25,000.00 (USD) to realize your locked-in price. If you default and payment is not timely received by HEARTLAND, HEARTLAND reserves the right in its sole discretion to (a) accept your payment; (b) refuse your payment and cancel your Sales Order; (c) close your account; and/or (d) preclude you from placing future trades or from making future Sales from HEARTLAND .
If you default and your payment is not timely received by HEARTLAND and a decline in the market price occurs, you will be liable for any Market Loss per our Market Loss Policy. You agree you have full responsibility and liability to HEARTLAND for any cancellation fee and/or Market Loss. Any Market Gain on cancellations shall vest in and remain the property of HEARTLAND.
2. Payment Instructions — Payment instructions will be issued online on the final page of the online Sales Order process and again by email after you place your Sales Order. Payment must be dated within 24 hours of your Sales Order date. If you default and you do not meet these requirements, HEARTLAND reserves the right to cancel Sales Orders.
A. Diffidence – HEARTLAND reserves the right to refuse or cancel any Sales Order at any time, including if it is deemed questionable or of significant risk to HEARTLAND regardless of payment method or price confirmation and, in such case, you waive any right to any claim or actual damages of any kind or nature whatsoever.
HEARTLAND does not accept C.O.D. Sales Orders, Third Party Checks, or credit card payments.
Payment Options — You may pay by any of the following payment methods: bank wire, certified check, money order, cashier’s check or personal check.
|Sales Order Amount (USD)||Accepted Payment Types||Payment Due from Sales Order confirmation|
|$1,000 – $25,000||Bank Wire, Certified Check, Cashier’s Check or Personal Check||5 Business Days|
|$25,001 – $250,000||Bank Wire or Personal Check||3 Business Days|
|$250,001 +||Bank Wire||3 Business Days|
HEARTLAND, like most businesses, has to implement safeguards against credit card abuse and fraud. That is why credit card transactions on Sales Orders are reviewed on an order by order basis. In HEARTLAND’s sole discretion, any credit card Sales Order(s) may be subject to additional documentation, screening, and subject to pre-approval. HEARTLAND reserves the right to refuse any credit card payment in its sole discretion.
C. Collection Period on Checks — Before we ship valuable precious metals, HEARTLAND deposits all personal checks, certified checks and cashier’s checks for collection. This will necessarily entail a typical processing period of 7-10 Business Days before we authorize shipment, regardless of when such checks may clear the banking system.
D. Wiring Funds — To wire funds, after you have placed a Sales Order and received a confirmation number, we will provide you wire instructions, including our bank name, ABA routing number and account number. Any fees or charges your bank assesses for this service is your sole responsibility and will not be refunded, discounted or returned.
E. Good Funds Policy — Good funds are established the day we receive your direct bank wire, and from 5-10 Business Days from the day we receive your cashier’s check, certified check or personal check. Additional delays may occur for checks if your bank does not cooperate in assisting us with the information needed to verify your transaction.
F. Credit Cards — At this time, we do not accept Credit Cards, Paypal or any other forms of online money transfer.
G. ACH or Online Payments for Sales Orders — We do not accept ACH transactions for Sales Orders. We do accept online bill payments in check form only. They will be treated the same as a personal check regarding shipment date. We will ship the Products(s) in accordance with our policy on collection periods on checks, above.
3. Shipping Your Product — We ship Sales Orders, in our discretion, by U.S. Mail, UPS, Federal Express or another common carrier. Sales Orders are F.O.B. common carrier, which means that once the order is placed in the possession of the common carrier, any risk of loss or damage is covered by the insurance policy we include at no additional charge.
A. Estimated U.S. Shipping, Handling and Insurance Charges
There are no shipping and insurance charges on U. S. domestic Sales Orders over $5,000 (USD). Orders less than $5,000 (USD) will be charged a flat rate of $9.95 for Shipping and Handling. International Orders incur duties, taxes, and special handling and shipping charges. If you are placing an international order, please refer to Section 5 below.
B. Insurance for Sales Orders – Once the order is placed in the possession of the common carrier, any risk of loss is transferred to the complimentary insurance policy we purchase on your behalf. HEARTLAND insures all of its Sales Order shipments for you for the sale value of the enclosed Product purchased from HEARTLAND, but HEARTLAND must be notified of a lost package within thirty (30) days from the ship date of your order. You agree to accept all loses for failure to timely notify HEARTLAND of the lost package. If you do not receive the package directly from the common carrier, you agree to take all reasonable actions to assist in recovery of the package, including but not limited to filing out reports (and/or police reports) and providing all information needed or that may be requested to assist in recovery of the package. If you do not fully cooperate in recovery efforts, neither HEARTLAND, nor our insurance company or carrier, will have any liability to you.
Should any damage or other event happen while your package is in transit, you might be permitted to claim coverage under our insurance policy provided that you directly receive the package from the common carrier. HEARTLAND and its insurers disclaim and refuse to accept responsibility if you have left instructions with any carrier or delivery service to: 1) leave parcels for you without the need for your signature; or, 2) leave your package with someone else, such as a building manager, neighbor, or a drop-off location such as Mail Boxes Etc., The UPS Store, or similar third party drop off locations. In any such case, your package will not be covered for insurance by HEARTLAND or our insurance carrier.
If Products are lost or damaged in transit, HEARTLAND will pursue any claim with the insurance company. If we determine the package is lost or damaged, we will file a claim. Once the claim is filed, we reserve the right to re-ship your items or refund your money at our discretion, and HEARTLAND shall have no further responsibility or liability to you. If there is any disruption in the delivery of a package to you, you agree to cooperate with us in any investigation or claim process and to take every reasonable action requested of you in the process. Failure to fully cooperate will jeopardize coverage that may be provided to you.
C. Back Ordered Items — Supply and demand problems occasionally occur in our business. From time to time, we have more buyers than sellers. If this should happen, we reserve the right to delay delivery of your Sales Order(s) up to 28 calendar days (from your expected shipping date) to fill your Sales Order. Provided that you have not defaulted in any term of your completed transaction, even if the price were to rise, your price is locked-in. We will deliver Bullion (non-Numismatic) Product within 28 calendar days. If your Sales Order included a Numismatic or supply item from HEARTLAND and we are sold out, we will either place it on back order, attempt to locate another or refund your original sales price, in our sole discretion. If a refund is provided or there is any delay in sending your Products, you waive any right to any claim or actual damages of any kind or nature whatsoever.
4. International Orders
A. Duties/Taxes and Returns — International Sales Orders need special attention. They may incur taxes and/or duties above the sales price, which must be paid upon delivery. These taxes and duties are solely the responsibility of the customer. Please consult your local customs broker for more information on duty and tax rates.
Returns of International Sales Orders may be very costly. HEARTLAND strongly suggests that you determine any applicable duties or taxes before packages are shipped to avoid surprises. In addition, HEARTLAND strongly recommends that you arrange delivery so that your package is not returned to HEARTLAND, subjecting you to unnecessary taxes, duties, shipping costs or delays. Delays for Sales Order re-ships could take 4-6 weeks or longer to complete when packages are not received as they should be. If you have any questions about your international shipment, please send an inquiry to [email protected].
If an International Sales Order is returned to HEARTLAND because of your failure to pay duties or taxes, or if the carrier (for example, Federal Express or UPS) was unable to deliver your Sales Order, you agree to be responsible for any return shipping fees, additional duties, or applicable taxes for returning the package back to HEARTLAND . In addition, if your package is returned to HEARTLAND, we will not reship your Sales Order unless and until we are paid in full for any additional shipping costs, duties, and/or taxes HEARTLAND incurred or will incur to reship your Sales Order.
HEARTLAND always declares the full value of the shipment on any customs form. There are no exceptions to this rule.
All shipping amounts listed below are approximations. Please call us for the most current shipping charges.
B. Canada – The minimum Sales Order from Canada is $2500.00 (USD). Shipping charges for Sales Orders to Canada are approximately $74.95 (USD) plus an additional estimated $0.15 (USD) per troy ounce weight surcharge. Currently, all of our shipments to Canada must be shipped to a physical address and a delivery zone surcharge may apply. We do not typically accept Sales Orders by or to international customers using freight forwarding services, such as addresses. If Sales Orders are placed online with Vpost or freight forwarding addresses, all risk of loss for such Sales Orders is borne by you once HEARTLAND delivers your product to the freight forwarding service or Vpost.
You may find this link to Revenue Canada documentation helpful when researching Canadian tax policies.
5. Exchange Policy — We want our customers to be satisfied with their experience with HEARTLAND. At your request, we may, but are not obligated to, provide you with an opportunity to exchange a Product for an identical Product in the event of a material defect. If we agree to do so, such exchange must be made within fourteen (14) Business Days from the date on which the customer receives his or her Product(s) and only to those customers who timely and properly notify our Customer Service Department by telephone at (877) 360-3945 (press 2 for Customer Service), and who receive written confirmation that the exchange request has been approved. If approved, the Customer Service Department will give you instructions on how to exchange your items.
For approved exchanges, you must follow all instructions provided by Customer Service, including carefully packaging the Product. You are responsible for the cost of return shipping and the risk of loss during the return shipment as part of the exchange.
HEARTLAND reserves the right, at its sole discretion, to reject any exchange that does not comply with these requirements. On any approved exchange, you agree to pay for any Market Loss; and any Market Gain on refunds shall vest in and remain the property of HEARTLAND.
6. Risks — All investments involve risk and precious metals are no exception. The value of a precious metal coins and bullion (e.g., American Eagles or Canadian Maple Leafs) are affected by many economic factors, including the current market price of precious metals, the perceived scarcity of the Coins, and the quality and current demand and general market sentiment. These prices will fluctuate throughout the day while the Precious Metals market is open. HEARTLAND guarantees that every item that it sells is genuine and that all Precious Metal items do contain the weight, fineness, and purity as 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 information provided in the HEARTLAND site and in any of the Services 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. If you are considering purchasing Precious Metals as an investment, you should assess the stability of the current market and contact a professional financial advisor for all advice.
7. Selling to HEARTLAND
A. Minimum Purchase Orders and Price — When you sell your items to us, our minimum Purchase Order amount is $1,000.00 (USD). When you sell your items to us there are no hidden fees or charges. The prices quoted are the prices HEARTLAND will pay.
B. Physical Delivery for Purchase Orders — You may deliver your Precious Metals to one of our pre-approved depositories or drop off locations by pre-arranged appointment only. To make a delivery appointment, please call us at (877) 360-3945.
C. Your Delivery Terms for HEARTLAND’s Purchase — Once your Purchase Order is confirmed, the price of the precious metals is locked similar to the situation when customers buy from HEARTLAND. You may not cancel and are obligated to send the agreed to quality and quantity of Precious Metals to HEARTLAND. After confirmation, your Purchase transaction to HEARTLAND may be cancelled by HEARTLAND if you default in the performance of any requirements including, but not limited to: (a) your failure to provide HEARTLAND with the registered mail or other tracking number by the end of Business Day following confirmation of the Purchase Order to us; (b) HEARTLAND does not receive the Precious Metals within 5 Business Days; and/or (c) Precious Metals are received by HEARTLAND , but do not meet the quality standards, agreed quantity and/or for other non-compliance by you.
If your Purchase Order transaction obligation(s) are not met and/or your Purchase Order transaction is cancelled by HEARTLAND, you agree to be responsible for and liable to cover any Market Loss HEATLAND incurs. For more information, please review our Market Loss Policy.
Furthermore, in HEARTLAND’s sole discretion, defaulting customers may not be permitted to buy from or sell to us in the future. If you call and provide HEARTLAND with the registered mail or tracking number as required, and HEARTLAND does not receive the items within 5 Business Days from the date the delivery to HEARTLAND was initiated and the delay is due to the USPS, UPS or Federal Express, HEARTLAND may, but is not obligated to, extend the deadline on a case by case basis and in our sole discretion. HEARTLAND reserves the right to cancel any Purchase Order at any time and for any reason. All risk of loss in any Purchase Order transaction is borne by you until HEARTLAND takes actual physical custody and control of each and all of the Product(s) that are the subject of the Purchase Order.
D. HEARTLAND’s Payments to You for Purchase Orders — When HEARTLAND receives the package containing your Purchase Order items, and after HEARTLAND confirms the quality, quantity and otherwise the entire accuracy of the transaction, HEARTLAND will typically send you the payment due within 3-5 Business Days in one of the following ways. You can select the payment method as described below that best suits your needs. Payment options for Purchase Orders of less than $5,000.00 (USD) are:
1. Check sent priority mail (you are responsible for the applicable USPS priority fee);
2. Check sent first class mail; or
3. Funds sent by ACH
Payment options for Purchase Orders of $5,000.00 (USD) or more are:
1. Bank Wire (you are responsible for any applicable priority fee);
2. Check sent priority mail (you are responsible for the applicable USPS priority fee);
3. Check sent first class mail; or
4. Funds sent by ACH
E. Cancellation of Purchase Orders — Once HEARTLAND have issued a Purchase Order confirmation number (a) all prices are locked-in, and (b) there is a binding contract between us for your transaction and, as a result, any market risk for breach is transferred to you at the time the Purchase Order is confirmed. This is a benefit to you because you know your price at your Purchase Order confirmation time and HEARTLAND believes this is one of the key benefits of transacting with HEARTLAND. You have no right to cancel Purchase Order(s). However, if you default in your performance of shipment, quality, quantity or any other act required to complete the Purchase Order transaction as required, HEARTLAND may cancel your Purchase Order(s). HEARTLAND reserves the right to cancel any Purchase Order at any time and for any reason.
All Purchase Order cancellations are subject to our Market Loss Policy plus a fifty dollar ($50.00 USD) cancellation fee. Purchase Order cancellations will be confirmed via your primary email address. At that time, if any Market Loss to HEARTLAND has occurred, it will be calculated and added to the $50.00 cancellation fee. If applicable, you agree you have full responsibility and liability to HEARTLAND for any cancellation fee and/or Market Loss and you agree to remit immediately (upon notice) to HEARTLAND good funds for any cancellation fee and/or Market Loss. No future Orders may be permitted until any Market Loss is paid in full. Any Market Gain on Purchase Order cancellations vests in and shall remain the property of HEARTLAND, and HEARTLAND shall have no responsibility to you for Market Gain. Upon written confirmation by HEARTLAND of your payment of the $50.00 cancellation fee plus the Market Loss, HEARTLAND will forgive further action against you and your responsibility for any breach by you and all resulting damages owed to HEARTLAND.
8. Market Loss Policy — When you buy from or sell to HEARTLAND, and HEARTLAND issues a Sales Order confirmation number or Purchase Order Confirmation, you have a binding contract and the transaction price is locked-in and any corresponding market risk is transferred to you. This is a benefit to you because you know your price at your Sales Order or Purchase Order confirmation time and we believe this is one of the key benefits of transacting with HEARTLAND.
If you default in your performance of payment, shipment or any other act required by you, we may cancel your Sales Order(s) or Purchase Order(s). If your Sales Order(s) or Purchase Order(s) is cancelled, you agree you have full responsibility and liability to HEARTLAND for any Market Loss, plus a fifty dollar ($50.00 USD) cancellation fee. You must also pay, and have full responsibility and liability to, HEARTLAND for all fees and costs associated with HEARTLAND’s efforts in collecting from you. Any Market Gain on Sales Order or Purchase Order cancellations shall vest in and remain the property of HEARTLAND, and HEARTLAND shall have no responsibility to you for Market Gain. We reserve the right to cancel any Sales Order and/or Purchase Order at any time and for any reason. All future Sales Orders or Purchase Orders will be held for shipment until any/all outstanding Market Loss and/or cancellation fee balances have been paid in full.
10. General Contractual Provisions
A. Absence of Relationship — The only relationship between HEARTLAND and you is that of buyer-seller. No other relationship, including, without limitation, any agent-principal relationship, any employee-employer relationship, any franchisee-franchisor relationship, any joint venture relationship, or any partnership relationship, between HEARTLAND and you exists. You expressly acknowledge that HEARTLAND has not enticed you into any position of trusts and owes you no fiduciary duties or obligations
B. Additional Items — Additional terms relating to certain Products (such as prices, methods of payment, our policies with respect to returns, refunds, and cancellations and/or exchanges) may be posted on the site on the pages describing the Products.
C. Assignment – You, alone, are our customer and you may not assign these Agreements, including your related rights and/or obligations, without express prior written consent of HEARTLAND. Such consent may be granted or withheld by HEARTLAND at its sole and absolute discretion. These Agreements shall be binding upon and inure to the benefit any/all permitted assignees and successors of you and HEARTLAND.
D. Confidentiality — You shall hold the existence and terms of all your transactions with HEARTLAND, including, without limitation, the existence of any disagreement or dispute and the existence and the terms of any resolution thereof, in strictest confidence and you shall not disclose any such information to any person or entity unless (a) such disclosure is required by applicable law or regulation or (b) such disclosure is required by a court or other tribunal of competent jurisdiction. If you become aware that you may be required to make any disclosure of such information, including, without limitation, as a result of the receipt of a subpoena or other compulsory process, you shall promptly notify, in writing, HEARTLAND and you shall cooperate, in good faith, with HEARTLAND in obtaining a protective order or other appropriate relief, if any, with respect to such disclosure.
E. Dispute Resolution — It is HEARTLAND’s goal that any disagreement or dispute be resolved expeditiously. We encourage you to contact Customer Service at (877) 360-3945, if you have any concerns and to try to resolve this amicably between us. If an amicable resolution cannot be reached, you agree that any and all disagreements and disputes between us shall be resolved in accordance with the following paragraphs:
1. Any controversy or claim arising from or in any way related to any transaction with Heartland Precious Metals, LLC (doing business as HEARTLAND Precious Metals and/or HEARTLAND Rare Coin Gallery), or breach thereof, will be exclusively resolved under confidential binding arbitration held before one arbitrator in Oklahoma City, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s decision will be final, and judgment upon the award rendered may be entered in any court of competent jurisdiction in Oklahoma County, Oklahoma.
2. You hereby consent to personal jurisdiction for the purpose of resolving such disagreements and such disputes and waive all objections to the jurisdiction. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
3. These Agreements shall be governed by, and interpreted in accordance with, the laws of the State of Oklahoma, without regard to conflict of laws principles.
4. BY ENTERING INTO THESE TERMS AND CONDITIONS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, ARBITRATION, OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS AND CONDITIONS MUST BE ASSERTED INDIVIDUALLY.
5. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the HEARTLAND site, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
6. If, in the unfortunate event that HEARTLAND takes any action against you, arising out of and/or to enforce your obligations under these Agreements, you expressly agree to pay all of the associated costs and the expenses incurred by HEARTLAND, including, without limitation, reasonable attorneys’ fees, in connection with such action. You expressly agree to execute and deliver any/all documents and take such other actions as may be reasonably requested by HEARTLAND to carry out these Agreements.
7. Notwithstanding the foregoing, HEARTLAND will have the right to seek injunctive or other equitable relief in state or federal court located in Oklahoma City, OK to enforce these Agreements or prevent an infringement of a third party’s rights. In the event equitable relief is sought, you hereby irrevocably submit to the personal jurisdiction of such court and waive all objections to the jurisdiction
F. Force Majeure — A force majeure event means any event beyond the control of HEARTLAND. By explanation, HEARTLAND shall not be liable for any failure to perform its obligations hereunder due to fire, computer viruses, network failure, computer hardware failure, explosion, flood, lightning, act of terrorism, war, rebellion, riot, sabotage, orders or requests of any government or any other authority, legislative changes, strikes, lockouts or other labor disputes, or events or circumstances beyond its reasonable control, but HEARTLAND shall use commercially reasonable endeavors to minimize dangers or losses to you as a consequence of such events. HEARTLAND SHALL NOT HAVE ANY LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS AS A RESULT OF A FORCE MAJEURE EVENT.
G. Further Assurances — You shall execute and deliver such other documents and take such other actions as may be reasonably requested by HEARTLAND to carry out your obligations under the User Agreement.
H. Notices — Except as otherwise provided herein, all notices and other communications to HEARTLAND shall be directed to HEARTLAND, c/o Chief Executive Officer, P.O. Box 429 Kansas, OK 74347, and all other notices and other communications to you shall be directed, at the option of HEARTLAND, to the address that you provided to HEARTLAND at the time of your registration.
I. Recording of Phone Conversations — HEARTLAND may record phone conversations between us, and you expressly consent to the recording of such phone conversations.
J. Pricing or Typographical Errors — We work hard to provide accurate Product and pricing information to you. However, pricing or typographical errors may occur. In the event that an item is listed at an incorrect list price or with incorrect information due to an error in pricing or Product information, HEARTLAND shall have the right, at our sole discretion, to refuse or cancel any Sales Orders or Purchase Orders placed by or sent to you for that item. We will either contact you for instructions or cancel your Sales Order or Purchase Order and notify you of such cancellation. Prices and availability are subject to change without notice. If a refund is provided or there is any delay in sending you your Products or your payment, as the case may be, you waive any right to any claim or actual damages of any kind or nature whatsoever.
L. Section Headings — The section headings are included for ease of reference and do not affect the interpretation or the scope of the User Agreement.
M. Severability — The User Agreement is intended to be enforceable to the fullest extent permitted by applicable law. If any term of the User Agreement is held to be unenforceable for any reason, such unenforceability shall not affect the other terms of the User Agreement, and the term that would otherwise be unenforceable shall be enforced to the fullest extent that it would be enforceable. The parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall be deemed sever able from these Agreements and shall not affect the validity and enforceability of any remaining provisions.
N. Amendment — HEARTLAND reserves the right, in its sole discretion, to modify, alter or otherwise update these Agreements at any time. Such modifications shall be effective immediately upon posting. By using this HEARTLAND Site after we have posted notice of such modifications, alterations or updates you agree to be bound by such revised Agreements.
The HEARTLAND Site Agreements must be read together with any other terms, conditions, policies, legal notices and disclaimers on the HEARTLAND Site which govern transactions between HEARTLAND and its customers. These Terms are for the benefit of HEARTLAND and its Providers, its and their officers, directors, employees, affiliates, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce these Agreements directly against you on its or their own behalf.
P. User Conduct — You agree to use the HEARTLAND site and the Services only for purposes that are permitted by these Agreements, as well as any other terms, conditions, policies, legal notices and disclaimers to which the Services may be Subject. You, and others through or by you, agree and are specifically prohibited from any use of the HEARTLAND site for any of the following: (a) take any action that imposes an unreasonable or disproportionately large load on the Web Site’s infrastructure, including but not limited to “spam” or other such unsolicited mass e-mailing techniques; (b) disclose to, or share with, the assigned confirmation numbers and/or passwords with any unauthorized third parties or using the assigned confirmation numbers and/or passwords for any unauthorized purpose; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of the HEARTLAND site; (d) upload, post, emailing or otherwise transmitting any information, Content, or proprietary rights that You do not have a right to transmit under any law or under contractual or fiduciary relationships; (e) violating any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law; and, (f) using any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy the HEARTLAND Web pages, or the Content without HEARTLAND ’s prior written permission, provided that generally available third party Web browser such as Microsoft Internet Explorer® may be used without such permission. You agree NOT TO USE the HEARTLAND Site to:
1. upload, post, email or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to a representative of HEARTLAND , or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the HEARTLAND Site;
5. upload, post, email or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure Agreements);
6. upload, post, email or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
7. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;
8. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the HEARTLAND Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges;
10. interfere with or disrupt the HEARTLAND Site or servers or networks connected to the HEARTLAND Site, or disobey any requirements, procedures, policies or regulations of networks connected to the HEARTLAND Site;
11. “stalk” or otherwise harass another; or
12. collect or store personal data about other HEARTLAND Site users.
Q. User Content — At times, you may post User Content on HEARTLAND’s Site. HEARTLAND desires such dialogue but must protect itself from any persons who abuse or misuse such communications. You understand that all User Content, you publicly posted on a forum or privately transmitted to another or to us, is your sole responsibility. Though the HEARTLAND Site is designed to be a safe place to share such User Content, HEARTLAND cannot guarantee that other users will not misuse the User Content that you share. If you wish to keep any User Content confidential, do not post it to the HEARTLAND Site. Under no circumstances will HEARTLAND be liable in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, emailed or otherwise transmitted via the HEARTLAND Site. The HEARTLAND entities are not responsible for a user’s misuse or misappropriation of any User Content you posted at the HEARTLAND Site.
By posting any User Content at the HEARTLAND Site, you hereby grant HEARTLAND and its designees a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, combine with other works, create derivative works from, distribute, perform, edit and display such User Content (in whole or part), throughout the world in any form, media, or technology now known or later developed. You specifically waive any “moral rights” in and to the User Content. The foregoing grant includes, without limitation, any intellectual property rights in and to your User Content. You represent and warrant that: (a) you own the User Content posted by you or otherwise have the right to grant the license set forth in this section; and (b) the posting of your User Content at the HEARTLAND Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing to any person by reason of any User Content you post at the HEARTLAND Site.
You acknowledge and agree that HEARTLAND may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claim(s) or assertion(s) that any User Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of HEARTLAND , its users and the public. You understand that the technical processing and transmission of the HEARTLAND Site, including your User Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
You agree to each of the conditions in this Agreement and further agree that each of these conditions applies forever and broadly with regard to HEARTLAND worldwide. Posting of User Content to or through the HEARTLAND Site, including ideas or disclosures of opinions, is voluntary on your part. No confidential or contractual relationship is established by your posting of User Content or is to be implied by our review or subsequent use of your User Content. HEARTLAND shall not be liable for any disclosure of any User Content, including opinion(s) or suggestion(s), you post to or through the HEARTLAND Site. HEARTLAND shall be entitled to unrestricted use of any User Content it may receive from you at the HEARTLAND Site, for any purpose whatsoever, commercial or otherwise, without compensation to you as the provider of the User Content.
You understand that by using the HEARTLAND Site, you may be exposed to User Content created by others that is offensive, indecent or objectionable. HEARTLAND does not endorse or have control over User Content. User Content is not reviewed by HEARTLAND prior to posting and does not reflect the opinions or policies of HEARTLAND. HEARTLAND makes no representations or warranties, express or implied as to User Content or the accuracy and reliability of User Content or any other material or information that you may access through the HEARTLAND Site. HEARTLAND assumes no responsibility for monitoring the HEARTLAND Site for inappropriate submissions or conduct. If at any time HEARTLAND chooses, in its sole discretion, to monitor the HEARTLAND Site, HEARTLAND nonetheless assumes no responsibility for User Content, has no obligation to modify or remove any inappropriate User Content, and has no responsibility for the conduct of the HEARTLAND Site users submitting any such User Content. Notwithstanding the foregoing, HEARTLAND and its designees shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, in HEARTLAND’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. In this regard, you acknowledge that you may not rely on any User Content.
You are solely responsible for your interactions with other HEARTLAND Site users. HEARTLAND reserves the right, but has no obligation, to monitor disputes between you and other HEARTLAND Site users and to terminate your HEARTLAND Site access if HEARTLAND determines, in its sole discretion, that doing so is prudent.
S. No Waiver of Rights – When disputes arise, it takes time to work toward a positive solution. If you fail to comply with your duties and obligations to HEARTLAND, then HEARTLAND reserves all rights and remedies available at law or in equity. No delay or failure on the part of HEARTLAND in exercising any right or any remedy shall operate or be construed as a waiver of that right or that remedy. In addition, no partial exercise by HEARTLAND of any right or any remedy shall preclude the further exercise of that right or that remedy or the exercise of any other right or any other remedy. In the event that you fail to comply with these Terms and Conditions, you expressly authorize and grant to HEARTLAND the right to charge your credit card for any and all market losses incurred by HEARTLAND, including, without limitation, administrative fees for accepting your orders to either buy from or sell to HEARTLAND as a result of price and market fluctuations for which you did not fulfill.
T. Customer’s Duty to Defend and Indemnify — YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS HEARTLAND AND THE PROVIDERS, ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, EXPENSES, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES AND EXPENSES, ARISING FROM OR RELATED TO: (A) YOUR BREACH OF ANY OF THE HEARTLAND SITE AGREEMENTS OR ANY OTHER TERMS, CONDITIONS, POLICIES, LEGAL NOTICES AND DISCLAIMERS ON THE HEARTLAND SITE; (B) YOUR ACCESS OR USE OF THE HEARTLAND SITE OR SERVICES; OR (C) YOUR USE OR RELIANCE ON, OR PUBLICATION, COMMUNICATION, TRANSMISSION OR DISTRIBUTION OF THE CONTENT OR SERVICES. HEARTLAND RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. YOU AGREE TO CO-OPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM.
U. Scope — These Agreements apply when accessing the HEARTLAND Site by any means, including via computer, mobile device or other technology. In addition, the HEARTLAND Site Agreements apply when accessing, using or downloading any products, software, applications or services available on the HEARTLAND Site (collectively referred to herein as the “Services”).
11. Downloads, Software and Applications — HEARTLAND may make some Services available for download from the HEARTLAND site or from third party sites (the “Downloaded Services”). Any and all Downloaded Services are the copyrighted work of, and owned by, HEARTLAND and its affiliates and related companies. HEARTLAND grants you a personal, limited, revocable, non-exclusive, non-transferable license to use the Downloaded Services for your personal, non-commercial use only, provided that you not modify the Downloaded Services, that you maintain all copyright and other proprietary notices, and that HEARTLAND, or any other third parties, retain full and complete title to the Downloaded Services and all intellectual property rights therein. You acknowledge and agree that it is your responsibility to review, assess and evaluate the Downloaded Services and any other related terms and conditions to which the Downloaded Services may be subject, and which you may be provided with during the download process, and that all risk associated with the downloading and use of the Downloaded Services rests with you. HEARTLAND, its affiliates and related companies, will not be responsible or liable for any damages, difficulties or consequences encountered as a result of or during the download process or the use of or reliance on the Downloaded Services.
HEARTLAND adheres to the highest security measures to ensure your data is protected against theft, loss, and corruption, and against the misuse and alteration of any of your data stored on our servers. However, when you access your account via a public or unsecured computer terminal or if you chose to share your account username and password (“Electronic Identification Information”), HEARTLAND cannot guarantee the security of your data.
Further, unprotected communications over the Internet, such as via email or cellular phones, are not confidential or secure, may be intercepted, lost, or altered. We highly recommend that you not include private and sensitive information in any unprotected communications with HEARTLAND, including, but not limited to, account numbers, balances, passwords, Electronic Identification Information, etc.
HEARTLAND specifically disclaims any liability with respect to any email communications or text messaging, or other like unprotected communications, whether initiated by you or HEARTLAND. HEARTLAND will not be liable or responsible for any damages suffered in connection with such modes of communication.
You may be required to register or open an account in order to use certain Services offered on the HEARTLAND site. Should you chose to register for said services, or to open an account, you agree to provide HEARTLAND with accurate, complete and current information as required, and to regularly update said information as needed so that it remains accurate, complete and current.
You are responsible for ensuring the accuracy of the information displayed in your account, howsoever accessed, and must contact HEARTLAND immediately if a transaction or balance recorded in an account is incorrect or if you suspect unauthorized use of your Electronic Identification Information. HEARTLAND will not be held liable should you fail to disclose any unauthorized use of Electronic Identification Information and your HEARTLAND accounts.
HEARTLAND will be under no obligation to confirm the actual identity or authority of any user of the Electronic Identification Information or any component thereof.
HEARTLAND makes no representation that Content in its HEARTLAND site is appropriate or available for use in other locations. If you choose to access the HEARTLAND site from other locations, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export the materials in the HEARTLAND site in violation of U.S. export laws and regulations.
13. Availability — HEARTLAND does not represent or warrant that the HEARTLAND Site or any of the Services or Content available or obtained therein will be provided on an uninterrupted basis, and that there will be no delays, difficulties in use, errors, security breaches, omissions or loss of transmitted information. For that reason, HEARTLAND shall not be responsible for errors, negligence, or inability to execute orders. Further, HEARTLAND shall not be responsible for any delays in the transmission, delivery, or execution of your orders due to breakdown or failure of transmission or communication facilities, or for any other causes beyond HEARTLAND’s reasonable control. HEARTLAND specifically disclaims any liability for the interruption, cancellation, or other termination of the HEARTLAND online order entry system.
HEARTLAND makes no representations or warranties that the HEARTLAND Site, Content or Services are appropriate or available for use in all jurisdictions outside the United States. Please be aware of the applicable laws and regulations of your country.
NEITHER HEARTLAND, ITS AFFILIATED OR RELATED ENTITIES, NOR THE PROVIDERS, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF THE HEARTLAND SITE WARRANT THAT THE FUNCTIONS CONTAINED IN THE HEARTLAND SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THE HEARTLAND SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY. HEARTLAND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HEARTLAND SITE, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY INFORMATION CONTENT, SERVICE AND/OR MERCHANDISE ACQUIRED PURSUANT TO YOUR USE OF THE HEARTLAND SITE.
14. Trademarks, Copyrights, and Restrictions — All content on the HEARTLAND site, including, but not limited to text, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by U.S. and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes), and are owned and controlled by HEARTLAND or its affiliates, or by third party content providers, merchants, sponsors and licensors (collectively “Providers”) that have licensed their content or the right to market their products and/or services to HEARTLAND . Content on the HEARTLAND site or any HEARTLAND site owned, operated, licensed or controlled by the Providers is solely for your personal, non-commercial use. You may print a copy of the Content and/or information contained herein for your personal, non-commercial use only, but you may not copy, reproduce, republish, upload, post, transmit, distribute, and/or exploit the Content or information in any way (including by e-mail or other electronic means) for commercial use without the prior written consent of HEARTLAND or the Providers. You may request consent by faxing a request to HEARTLAND PRECIOUS METALS, Attn: Legal Department at 877-360-3946. Without the prior written consent of HEARTLAND or the Providers, your modification of the Content, use of the Content on any other HEARTLAND site or networked computer environment, or use of the Content for any purpose other than personal, non-commercial use, violates the rights of the owners of the HEARTLAND Site and/or the Provider copyrights, trademarks or service marks and other proprietary rights, and is prohibited. As a condition to your use of the HEARTLAND site, you warrant to HEARTLAND that you will not use our HEARTLAND site for any purpose that is unlawful or prohibited by these Terms, including without limitation the posting or transmitting any threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material. If you violate any of these Terms, your permission to use our HEARTLAND site immediately terminates without the necessity of any notice. HEARTLAND retains the right to deny access to anyone at its discretion for any reason, including for violation of these Terms. You may not use on your HEARTLAND site any trademarks, service marks or copyrighted materials appearing on the HEARTLAND site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame or otherwise incorporate into another HEARTLAND site any of the Content or other materials on the HEARTLAND site without prior written consent of HEARTLAND.
15. No Warranties – Most states require companies to place disclaimers of warranties in bold type and/or larger font to draw your attention to the disclaimers. Here is Heartland’s:
ALL CONTENT ON THE HEARTLAND SITE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.S. LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, HEARTLAND DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION.
YOU EXPRESSLY AGREE THAT USE OF THE HEARTLAND SITE IS AT YOUR SOLE RISK. YOU (AND NOT HEARTLAND) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF YOUR SYSTEM. YOU EXPRESSLY AGREE THAT NEITHER HEARTLAND , NOR ITS AFFILIATED OR RELATED ENTITIES (INCLUDING ITS PROVIDERS), NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION AND DISTRIBUTION OF THE HEARTLAND SITE, IS RESPONSIBLE OR LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM THE USE OR ATTEMPTED USE OF THE HEARTLAND SITE OR ANY OTHER LINKED SITE. BY WAY OF EXAMPLE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEARTLAND AND RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF DATA, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THE HEARTLAND SITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT HEARTLAND IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD PARTIES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, HEARTLAND ‘S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
16. Definitions — The following terms have the following meanings in the User Agreement:
1. Bullion — The term “Bullion” means the term that is used to describe (1) Gold, Silver, Platinum or Palladium Coin(s), bar(s) or round(s) which closely follow spot prices and have little or no Numismatic value (such as restrikes); and (2) the form in which metal is shaped such as bars, ingots or wafers.
2. Business Day(s) — The term “Business Day(s)” means a day other than a Saturday, a Sunday or a day that is a holiday under the federal law of the United States of America and/or the laws of the State of Oklahoma.
3. Coin(s) — The term “Coin(s)” means a stamped piece of metal of a known weight and fineness issued by a sovereign government.
4. Fair Market Value — The term “Fair Market Value” means the Fair Market Value of the Product as determined by HEARTLAND, in its reasonable discretion, as of 5:00 p.m., Central Time, on the date of cancellation of the Sales Order or the Purchase Order.
5. HEARTLAND — The term HEARTLAND is used collectively to refer to HEARTLAND Precious Metals and HEARTLAND Rare Coin Gallery, assumed names of Heartland Precious Metals, LLC, from its offices at P.O. Box 429 Kansas, OK 74347, Phone 877-360-3945. HEARTLAND also refers to and includes all of Heartland Precious Metals, LLC’s employees, agents, officers, principals, directors, affiliates, and assigns.
7. Market Gain — The term “Market Gain” means:
- When a Sales Order or Sale is cancelled by HEARTLAND, Market Gain occurs when the Fair Market Value of the Product(s) on the date of the cancelled Sales Order or Sale is greater than the original sales price of the Product(s) as it appears on the cancelled Sales Order.
- When a Purchase Order or Purchase is cancelled by HEARTLAND, Market Gain occurs when the Fair Market Value of the Product(s) on the date of the cancelled Purchase Order or Purchase is less than the original purchase price of the Product(s) as it appears on the cancelled Purchase Order.
8. Market Loss — The term “Market Loss” means:
- When a Sales Order or Sale is cancelled by HEARTLAND, Market Loss occurs when the Fair Market Value of the Product(s) on the date of the cancelled Sales Order or Sale is less than the original sales price of the Product(s) as it appears on the cancelled Sales Order.
- When a Purchase Order or Purchase is cancelled by HEARTLAND, Market Loss occurs when the Fair Market Value of the Product(s) on the date of the cancelled Purchase Order or Purchase is greater than the original purchase price of the Product(s) as it appears on the cancelled Purchase Order.
9. Numismatic Coins — The term “Numismatic Coins” means a Coin, the price of which depends more in its (their) rarity, condition, dates, and mint marks than on their gold or silver content, if any.
10. Numismatic — The term “Numismatic” means the study or collection of anything used as a medium of exchange – especially Coins and paper money.
11. Order(s) — The term “Order(s)” means, as applicable, a confirmed Sale by a customer or Purchase by HEARTLAND, whether such Order was made through the HEARTLAND Site, by telephone, in person or otherwise.
12. Precious Metal(s) — The term “Precious Metal(s)” means Gold, Silver and Platinum along with the Platinum group of elements: rhodium, osmium, ruthenium, Palladium and iridium. Precious Metals are characteristically lustrous, ductile, rare and nonreactive.
13. Product(s) — The term “Product(s)” means a Product that is the subject of an Order. A Product may include, without limitation, Bullion, a Coin, whether Numismatic, Semi-Numismatic or not, a Precious Metal, and/or supplies.
14. Purchase(s) — The term “Purchase(s)” means the acquisition of Product(s) by HEARTLAND from a customer, whether made through the HEARTLAND Site, by telephone, in person or otherwise, with the number, quality and price confirmed. A Purchase is distinct from the acquisition by a customer from HEARTLAND of a Product, which is treated as a Sale hereunder.
15. Purchase Order(s) — The term “Purchase Order(s)” means an Order placed by HEARTLAND with a customer for the acquisition by HEARTLAND of Product(s) from the customer.
16. Sale(s) — The term “Sale(s)” means the acquisition of Product(s) by a customer from HEARTLAND, whether made through the HEARTLAND Site, by telephone, in person, or otherwise, with the number, quality and price confirmed. A Sale is distinct from the acquisition by HEARTLAND from a customer of a Product, which is treated as Purchase hereunder.
17. Sale Order(s) — The term “Sale Order(s)” means an Order placed by a customer with HEARTLAND for the acquisition by the customer of Product(s) from HEARTLAND.
18. Semi-Numismatic — The term “Semi-Numismatic” means a Coin that has both Bullion and Numismatic value.
19. User Content — The term “User Content” means content posted by you on the HEARTLAND Site, including without limitation any images or testimonials.