SHIPPING AND TRANSACTION AGREEMENT

This Shipping and Transaction Agreement (the “Agreement”) is entered into between Off Grid Wealth Management, LLC (“OGWM”) and the Customer named above (“Customer” or “you”) for the purchase of Bullion Products or Numismatic Products (collectively, the “Products”) from OGWM and the sale of Products to OGWM.

1. PRODUCTS

OGWM classifies its Products as Bullion Products or Numismatic Products. The term “Bullion Products” shall mean, for purposes of this Agreement, any form of the precious metal in coins, bars, tokens or as objects whether it be gold, silver, platinum, palladium, or other precious metal, in any form, that is subject of a transaction between OGWM and Customer, and shall include, but is not limited to, bullion bars and coins, “junk silver”, bags (90% and 40% silver) and partial bags of coins. The term “Numismatic Products” shall mean, for the purpose of this Agreement, any type of coins, bars, tokens, or objects that typically has a higher value than the face value on the coin or precious metals value of the object. Relevant factors can include any of the following but are not limited to historic value, rarity, age, quantity originally produced, mint strike, condition, or other form of uniqueness. The current price of precious metals is a minor factor when dealing with numismatic values. The numismatic values can fluctuate substantially more than its precious metals value. Typically, the minimum amount recovered from numismatic coins is either its face value or its metal content. Most Numismatic Products, however, typically sell for substantially more than these amounts. This Agreement applies to Products purchased from and sold to OGWM, and the warranties and certifications set forth herein are intended to be applicable to current and future, as well as prior purchases and sales from, and to, OGWM.

2. PRICING

a. Purchase Price. The purchase price that the Customer has been quoted and agreed to pay is inclusive of all fees and margins on the transaction. OGWM uses the pricing method known as a “Bid and Ask Spread” to quote the price of various Numismatic Products. The Customer pays the “Ask Price” on purchases of Numismatic Products from OGWM, and the Customer receives the “Bid Price” on Numismatic Products liquidated to OGWM. The Bid and Ask price vary based on the type of Numismatic Product involved. This method of pricing is consistent with industry standards used for Numismatic Products as seen in publications such as “The Coin Dealer Newsletter,” “Greysheet”, “Bluesheet” or “Certified Coin Dealer.” The Customer can also reference the Current Bid/Ask Spread for the Numismatic Products purchased from OGWM within his/her private account via the OGWM website. Bullion Products use a variation on the Bid/Ask price method using the Bid or Ask price as a base reference and then adding a commission to a purchase or subtracting a commission from the liquidation. In certain liquidation transactions the Customer may be required to pay a fee for delivery of Products from depositories to an accepted receiving site of OGWM. The Bid/Ask Price may vary from firm to firm for what appears to be the same product. Shipping and insurance are added to bullion purchases.

b. Spread. The difference between Bid and Ask Price (the “Spread”) may vary by Product, by customer, and over time. For Customer to break even on a purchase, the Customer must be able to sell the Product in the future for a price high enough to recover Customer’s initial total cost of purchase, including this Spread and all other fees. The Spread range may be different (higher and/or lower), and the Spread OGWM charges may be (higher and/or lower), at the time of and for any given transaction depending upon market conditions.

c. Price Quote on Customer’s Holdings. Customers may request a quote on their holdings purchased from OGWM and holdings purchased from other sources at any time. When requesting a quote, please specify the origin of the products and whether you are looking to purchase additional products or sell your existing holdings – as OGWM’s Bid (buy from customer) and Ask (sale to customer) quotes will vary. OGWM bases such quotes on a variety of factors, which are not necessarily tied or related to the prices quoted by, or factors considered by its competitors.

d. Classification as Bullion or Numismatic Product. A Product’s classification may depend on a number of objective and subjective factors, including the age of the Product, its condition, the number of known copies, the likelihood of additional minting, the country of origin, relevant historical events or owners (e.g., shipwrecks; royalty), relevance to the formation of various collections, and a collector’s personal attraction to the piece. OGWM’s classification of Products as Numismatic or Bullion is only an opinion and may change over time (e.g., if additional quantities of the Products are discovered). In addition, given the subjective nature of the classification process, other dealers or collectors may classify the same coin differently. OGWM’s prices and spreads are based on its classifications.

3. ORDERS

a. Placing an Order for Products. Prior to the Customer placing a Product purchase order with OGWM, OGWM must verify that the payment provided is collected funds. Payment must be sufficient to cover the entire Product purchase prior to placement of the transaction confirming the Product, quantity and purchase price of the transaction to Customer. Only after verification of collected funds and Customer review with a OGWM sales representative of the current OGWM Bid/Ask Spread policies (as set forth herein), commission and shipping costs as well as risk associated with buying Products, can Customer execute a transaction with OGWM confirming the Product, quantity and purchase price. Customer must review current OGWM Bid/Ask Spread policies and risks associated with buying Numismatic Products with a OGWM sales representative prior to placement of the transaction securing specific Numismatic Products, quantity and purchase price to Customer. Customer can then execute a transaction with OGWM positively confirming the Product, quantity and purchase price. Customer has seven (7) calendar days to complete full payment of the purchase price to OGWM. Payments by wire transfer expedite the delivery of Products to Customer and are preferred. If Customer fails to provide full payment of the purchase price to OGWM within seven (7) calendar days of Customer’s placement of the order, OGWM may exercise the rights expressly set forth in Section 5 herein.

b. Payment. OGWM accepts payment by check or bank wire. Checks or wire transfers must be made out to “Off Grid Wealth Management, LLC.” Please contact OGWM for specific wire instructions. OGWM does not accept physical currency. Please limit cash-like forms of payment to a single item such as a single check. (Please note that it may take twelve (12) business days or greater to verify personal checks). OGWM procedures require payment denominated in US Dollars only and from a USA domicile institution. OGWM does not accept second or third-party checks. OGWM does not make payment for Product in cash. Please, do not send multiple cashier’s checks, bank checks, money orders or “other same as cash like items.” OGWM reserves the right to impose a lower dollar amount limitation on certain payment methods.

c. Delivery of Products. All Products shipped by OGWM are fully insured until signed for by the Customer. Actual delivery shall be made within twenty-eight (28) calendar days after an order is finalized, unless a Customer requests deferred delivery. If a Customer requests deferred delivery, the actual delivery time will be confirmed during the recorded confirmation. Customer agrees that ownership of the Products transfers when title to the Products passes to Customer (see Title to Products), not delivery. Lost or damaged shipments may be replaced at OGWM’s discretion either by replacing the order as finalized, or by refunding Customer’s purchase price. Customer’s refusal to accept a package or return of a package to OGWM does not entitle Customer to a refund. Packages returned to OGWM will be considered for liquidation and will be liquidated at the then current Bid Price, which may be less than the original purchase price. Any discrepancies or defects in deliveries must be reported to OGWM within five (5) calendar days of receipt of the package, and all original packing materials must be retained reasonably intact. Customer waives the right to dispute discrepancies or defects in deliveries by failing to report such discrepancies or defects to OGWM within five (5) calendar days of receiving a package.

d. Title to Products. Title to Products purchased by Customer shall pass to Customer when such Products are designated for Customer, or Customer’s appointed agent or designee, and actually transferred: (i) to the United States Postal Service or other common carrier for shipment to Customer, or (ii) to a third-party storage facility to be held for Customer. Title to Products purchased by OGWM from Customer shall pass to OGWM upon receipt of the Products by OGWM.

e. Customer’s Representation and Certification. Customers who are selling Products to OGWM declare under penalty of perjury pursuant to 28 USC §1746 that: (i) Customer either deals in such articles or otherwise by Customer’s respective occupation or Customer’s avocations as collector, speculator, or investor has and holds him or herself out as having knowledge or skill peculiar to such articles or the practices involved in the sale of such articles; and (ii) any sale to OGWM of coins, hallmark bars, registered ingots, and other items as numismatic objects, by me to or from OGWM is for their numismatic value. Customers who are buying Products from OGWM declare under penalty of perjury pursuant to 28 USC §1746 that: Customer either deals in such articles by Customer’s respective occupation or Customer’s avocations as collector, speculator, or investor has and holds him or herself out as having knowledge or skill peculiar to such articles or the practices involved in the purchaser of such articles; and (ii) any purchase from OGWM of coins, hallmark bars, registered ingots, and other items as numismatic objects, by me to or from OGWM is for their numismatic value.

f. Refund and Exchange Policy. Except as expressly set forth in this subsection, ALL SALES ARE FINAL, and the Products cannot be exchanged or returned for a refund.

Customer agrees to inspect each delivery carefully upon receipt. If for any reason the Customer is dissatisfied with the quality of a Numismatic Product purchased from OGWM, Customer shall immediately notify OGWM. If Customer notifies OGWM of their dissatisfaction within Fourteen (14) calendar days of delivery of the Numismatic Product and the original holder in which the Numismatic Product in question was delivered has not been opened, removed, or tampered with in any respect, OGWM shall replace the Numismatic Product in question with another Numismatic Product (as appropriate) of the same denomination/type and grade. OGWM, at its sole discretion, may permit Customer to upgrade to higher value Numismatic Product (either in denomination/type or grade) as part of this replacement process, provided Customer pays the difference between the Current Ask Price of the Numismatic Product previously purchased and OGWM’s current Ask Price for the higher value Numismatic Product to be substituted. If OGWM determines in its sole discretion, that another semi-Numismatic or numismatic coin or bar of the same denomination/type and grade is not reasonably commercially available, OGWM may elect, at its sole option, to replace the Numismatic Product purchased with a reasonably comparable Numismatic Product even though it is a different denomination/type and grade. Any notices required pursuant to this subsection should be directed, in writing, to Off Grid Wealth Management, LLC, Attention: Customer Service, 17505 N 79th Avenue, Suite 304 D, Glendale, AZ 85308, and postmarked by the deadline indicated. Some States do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

4. REPURCHASES

OGWM is unable to guarantee the repurchase of Customer’s Products at the time of purchase. If you wish to sell your Products in the future, OGWM encourages you to offer them to OGWM first. Should OGWM make an offer to repurchase Products it sold to you, it is OGWM’s current practice, which is subject to change at its sole discretion, to repurchase those Products after receipt by OGWM and after the re-purchase price is confirmed by OGWM. OGWM’s repurchase price may be raised or lowered on a daily, hourly or more frequent basis, depending upon various market conditions, inventory needs, and the price and availability of comparable Products. OGWM does not guarantee that any repurchase price will equal the price that OGWM would pay to acquire the same denomination/type and grade of Product from a wholesaler, or that any offer made will be higher or equal to what someone else might offer for the same Product. Although OGWM has historically made offers to repurchase the Products it offers, OGWM does not guarantee that it will repurchase the Products it sells. OGWM’s repurchase policy is subject to change, at the sole discretion of OGWM, for any reason without notice to the Customer.

5. REMEDY FOR CUSTOMER’S FAILURE TO PERFORM

If Customer refuses to accept delivery of the Products ordered or fails to make payment when due, OGWM, at its sole discretion, may liquidate the transaction at the prevailing Bid Price of OGWM and resell such Products. If the proceeds from such liquidation are less than the purchase price agreed to with Customer, OGWM shall be entitled to recover from Customer the difference between the liquidated price and Customer’s purchase price, plus any incidental damages occasioned by Customer’s breach. If the proceeds from such liquidation are more than the contract price with Customer, OGWM shall be entitled to keep the excess amount as liquidated damages – actual damages being too speculative to calculate at this juncture.

6. ROLE OF OGWM

OGWM sells and buys Products to and from Customers, dealers, merchants, and commodity brokers on its own behalf. This means that OGWM is a commercial dealer buying and selling products in a retail market with Customers and in a wholesale market with dealers. OGWM is not an exchange or brokerage house, nor does it or any of its sales representatives or employees act as an agent, broker, or fiduciary for any of OGWM’s Customers. OGWM does not offer managed accounts. As a commercial dealer, OGWM may offer different terms, prices, and rates to different Customers. OGWM’s quoted prices are solely for the taking of those prices by buyers and sellers as quantities permit.

7. ROLE OF CUSTOMER

Your account with OGWM is self-directed. This means that you are solely responsible for all transaction decisions, including the decision to purchase or sell OGWM Products. Any reliance upon conversations with a OGWM representative or upon any written material in making your decision to enter into a transaction does not relieve you of your responsibility for that transaction and its outcome. Because you are solely responsible for your transactions, it is imperative that you understand the type of transaction you are considering, including any associated risks and costs, and that any decisions you make are consistent with your intentions.

8. SALES REPRESENTATIVES

OGWM’s sales representatives are commissioned salespeople, and they may receive higher compensation for selling one product over another. OGWM’s sales representatives are not licensed investment or financial advisors and owe no fiduciary duty to you. It is your responsibility to educate yourself and consider all risks, prices, and policies relating to your purchase. You are solely responsible for all decisions to purchase or sell OGWM Products.

9. GRADES

OGWM purchases Products, both graded and ungraded, for re-sale to its Customers. OGWM is not a grading service. When offering independently graded Products, OGWM relies upon the opinions and assessments of independent grading services. Grading is a subjective process and it is not uncommon for grading services, or individual examiners within the same grading service, to reach different conclusions regarding the appropriate grade for a particular Product. Moreover, grading standards are constantly evolving. OGWM does not guarantee that the Products it sells will attain the same grades in the future. OGWM does not independently verify the grade or authenticity of OGWM Products. While OGWM guarantees that what it sells is genuine, OGWM Products are sold “as is” and OGWM expressly disclaims any other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, and any warranties associated with the grades assigned by independent grading services.

10. IRA CUSTODIANS, ATTORNEYS AND STORAGE

OGWM does not serve as an Individual Retirement Account (IRA) custodian, trustee, or attorney, but may, for the convenience of its Customers, suggest companies or attorneys that provide IRA custodian or trustee services, legal advice or storage services. Such companies and attorneys are independent from and not affiliated with OGWM, and OGWM expressly disclaims any and all responsibility for Customer loss arising from the relationship between Customer and such a company or attorney. Customer is solely responsible for selecting a storage facility and for selecting an IRA custodian, trustee or attorney and any related transactions involving that storage facility, custodian, trustee or attorney.

11. LIMITED REPRESENTATION AND WARRANTY

OGWM represents and warrants that, upon the delivery of payment (as provided for in Section 3 of this Agreement and subject to the other terms and restrictions set forth in this Agreement) OGWM will cause to be delivered to Customer the denomination/type and grade of Products specified in Customer’s transaction order, as classified and/or graded by a recognized grading service such as one of the following independent grading services: Professional Coin Grading Service. Inc. (PCGS), Numismatic Guaranty Corporation of America (NGC), the American Numismatic Association Certification Service (ANACS), or any other independent grading service of similar standing. The only representation and warranty that Customer may rely upon in purchasing Products from or selling Products to OGWM is the representation set forth in this Section 11. Neither OGWM, nor any of its sales representatives, affiliates, contractors, agents, employees, officers, or other representatives are authorized to make any other representations or warranties concerning any Products that OGWM is selling or purchasing under this Agreement. Grading is a subjective description in the opinion of the cataloger as to the state of preservation, method of strike, and overall appearance of a particular coin or lot. The term “proof” or “specimen” is used to describe a method of manufacture, and is not a grade, condition or an attribute. OGWM does not represent that a numismatic item has or has not been cleaned, that any toning is natural or artificial, that any coin catalogued will meet the standards, or the grade, of any third-party grading or attribution service, that a numismatic item has a particular provenance or pedigree, that a numismatic item is struck or not struck, or produced or not produced in a particular manner or style. Such terminology and adjectival descriptions, (which can and do vary among experts and knowledgeable purchasers) when used by OGWM, are strictly the opinion of the cataloger and shall not be deemed to be part of the description; i.e. it is only an opinion and not an attribute. In most instances, OGWM utilizes numerical, not adjectival, descriptions for grading. The use of numerical shorthand is designed to create a mental image of a coin’s description. OGWM may utilize numerical descriptions and may include numismatic items that have been graded or attributed by others, in which case it is so stated (i.e., PCGS, NGC, etc.). This grading opinion, as well as any other statements made with respect to numismatic Products offered for sale by OGWM, are made by OGWM at the time that the numismatic item is catalogued, not at any prior or subsequent time. When OGWM sells a numismatic item that is encapsulated by a grading service and utilizes the grade or condition ascribed to it by the grading service in a description, buyer acknowledges and agrees that other grading services, OGWM or knowledgeable purchasers might reach a different conclusion as to the state of preservation of a particular item, and that OGWM has presented the services description of the encapsulated item for accommodation only. No warranty, or guarantee, whether express or implied, including a Warranty of Merchantability, is made with respect to such numerical description, certification, attribution or grade of any third-party, which can and does vary among experts. Unless otherwise stated in writing, the Products offered for sale do not include any rights or claim against any third-party with respect to such grade or attribution, or any guarantee by any third-party. Any such information provided by OGWM is the opinion of the third-party, without recourse against OGWM in any way whatsoever. OGWM makes no representations, warranties or guaranties or behalf of any third-party with respect to such grade or attribution.

12. DISCLAIMER OF EXPRESS AND IMPLIED WARRANTIES

THE PRODUCT IS SOLD BY OGWM ON AN “AS IS” BASIS AND OGWM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

13. LIMITATION OF LIABILITY

EXCEPT AS PROVIDED IN SECTION 11, OGWM SHALL NOT IN ANY EVENT HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY, OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUSTAINED OR ARISING FROM OR TO ANY TRANSACTION COVERED BY THIS AGREEMENT, EVEN IF OGWM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OGWM’S LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CLAIMS SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT IN DISPUTE.

14. DISCLAIMER

OGWM IS NOT A TAX, INVESTMENT, OR LEGAL ADVISOR AND NO ONE ASSOCIATED WITH OGWM IS AUTHORIZED TO PROVIDE SUCH ADVICE OR SERVICES. ANY WRITTEN OR ORAL STATEMENTS BY OGWM, ITS OFFICERS, MEMBERS, AGENTS, SALES REPRESENTATIVES, OR OTHER REPRESENTATIVES ARE OPINIONS ONLY. SUCH STATEMENTS, IF ANY, ARE NOT REPRESENTATIONS OF FACT. AS A RESULT, YOU ACKNOWLEDGE AND AGREE THAT OGWM MAKES NO REPRESENTATIONS REGARDING THE TAX CONSEQUENCES OR THE OUTCOME OF PURCHASING THE PRODUCT AS AN INVESTMENT IN YOUR IRA OR OTHERWISE.

OGWM IS NOT YOUR FIDUCIARY IN THE PURCHASE AND INVESTMENT CONTEMPLATED BY THIS AGREEMENT. RATHER, YOU ACKNOWLEDGE AND AGREE THAT OGWM HAS ADVISED YOU TO SEEK INDEPENDENT TAX, INVESTMENT, OR LEGAL ADVICE OR ADVISORY SERVICES FROM A QUALIFIED PROFESSIONAL, REGARDING THE CONSEQUENCES OF THE PURCHASE AND INVESTMENT CONTEMPLATED BY THIS AGREEMENT. OGWM IS A SELLER AND PURCHASER OF PRECIOUS METALS. WHILE OGWM IS ALWAYS PREPARED TO COMPARE AND CONTRAST THE DIFFERENT PRECIOUS METALS THAT ARE AVAILABLE FOR PURCHASE OR THAT OGWM IS WILLING TO PURCHASE, CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) NO FIDUCIARY RELATIONSHIP EXISTS BETWEEN OGWM AND CUSTOMER; (II) THE DECISION TO PURCHASE OR SELL PRECIOUS METALS, AND WHICH PRECIOUS METALS TO PURCHASE OR SELL, ARE THE CUSTOMER’S DECISION ALONE; AND (III) PURCHASES OR SALES ARE MADE SUBJECT TO CUSTOMER’S OWN PRUDENCE AND JUDGMENT. ANY WRITTEN OR ORAL STATEMENTS BY OGWM, ITS OFFICERS, MEMBERS, AGENTS, SALES REPRESENTATIVES, OR OTHER REPRESENTATIVES RELATING TO FUTURE EVENTS OR THE ATTRIBUTES OF CERTAIN PRECIOUS METALS ARE OPINIONS ONLY. SUCH STATEMENTS, IF ANY, ARE NOT REPRESENTATIONS OF FACT. OGWM’S SALES REPRESENTATIVES ARE NOT LICENSED AND THEIR KNOWLEDGE OF PRECIOUS METALS AND THE PRECIOUS METALS MARKETPLACE VARIES MARKEDLY.

15. APPLICATION TO FUTURE TRANSACTIONS

This Agreement shall govern all transactions between OGWM and Customer until such time it is amended by OGWM. Customer agrees that OGWM may amend this Agreement at any time and from time to time, and Customer authorizes OGWM to provide Customer notice of any amendment by any means, including electronically or by mailing a copy of the amended Agreement to the address as set forth above and that after such delivery, the amended Agreement shall govern succeeding transactions between OGWM and Customer.

16. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of this Agreement, or any breach hereof, shall be submitted to arbitration by written demand of either party if, after a period of thirty (30) calendar days following the first written notice of such dispute, the parties have been unable to resolve such dispute, controversy, or claim. The arbitration shall take place in Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration Association. One arbitrator shall conduct the arbitration, unless either party hereto shall request, either in the written demand for arbitration or by written response within ten (10) calendar days to such demand for arbitration, then the arbitration shall be conducted by three arbitrators. If the arbitration is to be conducted by one arbitrator, the parties shall mutually agree upon the selection of the arbitrator. If the parties are unable to mutually agree on the identity of the arbitrator, three arbitrators shall conduct the arbitration. If the arbitration is to be conducted by three arbitrators, each party shall select one arbitrator and the two arbitrators selected by the parties shall mutually agree on the selection of the third arbitrator. If either party hereto shall fail or refuse to arbitrate hereunder, the arbitrator(s) may award the other party reimbursement of any legal fees and expenses incurred in such action or proceeding or in any action or proceeding to compel arbitration. CUSTOMER AND OGWM WAIVE THEIR RIGHTS, IF ANY, TO BRING ANY CLAIM THAT IS SUBJECT TO THIS ARBITRATION PROVISION AS A CLASS ACTION OR OTHERWISE ON A REPRESENTATIVE BASIS. Any award rendered as a result of arbitration shall be final and binding upon both parties hereto, and judgment upon the award rendered may be entered in any court of competent jurisdiction. The prevailing party in any dispute shall be entitled to an award of reasonable attorney’s fees and costs, as determined by the arbitrator(s).

17. GOVERNING LAW

The laws of the State of Arizona, without regard to conflicts of laws principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of OGWM and Customer.

18. LIMITATION ON TIME TO BRING A CLAIM

Except where the law prescribes a shorter applicable statute of limitation or prohibits shortening the otherwise applicable longer statute of limitations, any claim or legal action of any kind arising in connection with or relating in any way to purchases from or sales to OGWM, or any other conduct of OGWM, must be brought within one year after the purchase or sale or other event giving rise to the claim or legal action. Notwithstanding the immediately preceding sentence, if the law of applicable jurisdiction has a “discovery rule”, whereby accrual of the claim is deferred, which is applicable to one or more claims, then the one-year (or shorter, if applicable) limitation period specified herein shall commence running from the date of accrual for such claim or claims as determined by the law of the applicable jurisdiction. If this clause is determined to be unenforceable as to any particular claim or claims under the law of the applicable jurisdiction, it shall remain fully enforceable as to all other claims.

19. INDEMNIFICATION

As a condition of doing business with OGWM, Customer agrees that if Customer fails to comply with any of its obligations herein, Customer shall indemnify and hold OGWM harmless from any and all injuries, costs, suits, and expenses, including, but not limited to, attorneys’ fees, expert fees, and all costs of defense of such claims, including all liabilities, consequential losses, fines, penalties, judgments, settlements, losses, costs of storage/handling, punitive or exemplary damages, statutory damages and claims by any state, the U.S. government or their agencies, that OGWM may incur as a result of such failure by Customer. Customer also agrees to indemnify and hold OGWM harmless from all injuries, costs, suits and expenses arising out of injuries to persons or loss, damage or destruction of property, including property or material of Customer in connection with or to have arisen out of transactions with OGWM, including but not limited to Customer’s failure to seek independent tax and/or legal advice regarding Customer’s transactions with OGWM, regardless of whether claims or actions are founded in whole or in part upon the alleged negligence (whether sole, joint or concurrent), of OGWM.

20. MISCELLANEOUS

a. Authority. Customer represents that Customer is of legal age and capacity to enter into this Agreement. If Customer is other than an individual, Customer represents that he or she is fully authorized to act on the owner’s behalf.

b. Entire Agreement. This Agreement supersedes and replaces all prior and contemporaneous agreements, understandings and representations, whether oral or written, between the parties and relating to the subject matter hereof, and together with the other documents referenced herein, constitute the entire understanding of the parties with respect to the subject matter of this Agreement.

c. Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision.

d. Force Majeure. Neither OGWM nor Customer shall be liable for any failure or delay in its or their performance under this Agreement due to any cause beyond its or their reasonable control, including, but not limited to, acts of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the internet, including, but not limited to, any disruption, failure and/or error in or of OGWM’s internal computer systems, or any disruption, failure and/or error of any third-party internet service providers as OGWM may use from time to time.

e. Individual Authority of Customer. If this Agreement is signed by or on behalf of more than one person (including an owner by virtue of community property interest or other operation of law), Customer authorizes OGWM to follow the instructions of any signer without notice to or consent from the others or any non-signer. Any action taken by any Customer shall be binding on all other parties with an interest in that account. All obligations of Customer under this Agreement are joint and several. Customer agrees to hold OGWM harmless and defend against any loss, liability, cost, or expense, including reasonable attorneys’ fees, resulting from any action taken by OGWM in reliance upon this paragraph. Notwithstanding the above, OGWM may require such papers, additional consents, restrict activity in the account, and/or retain all or part of the account balance as OGWM deems advisable at OGWM’s sole discretion.

f. Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision, shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in full force and effect.

g. Assignment. The provisions of this Agreement shall be continuous and shall inure to the benefit of OGWM, its successors, and assigns, and shall be binding upon Customer and/or the estate, personal representatives, administrators, and successors in interest of Customer. OGWM may assign its rights and delegate its duties as to any or all transactions under this Agreement. Customer shall not assign or delegate any obligations hereunder without OGWM’s prior written consent.

IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU SEEK THE ADVICE OF YOUR ATTORNEY, TAX, AND/OR FINANCIAL ADVISOR.