TERMS & CONDITIONS OF THE PURCHASE, OWNERSHIP & POSSESSION OF THE STAIN ON AMERICA MINT COIN
This Purchase, ownership and possession Policy of The Stain on America Mint Coin (the “Agreement”) is made and entered into as of the date that you visit the Stain on America Mint website, or the coin is purchased, between Stain on America Mint Div, Imaculence, Inc., Stain on America Mint Div. Imaculence, Inc., a Georgia Corporation with its principal place of business located at 1601 Highway 40 E., Suite M-247, Kingsland, Georgia 31548, in the County of Camden, State of Georgia (hereinafter “Stain on America Mint”, or “Stain on America”), and the individual, or the corporation or the organization as the purchaser, the owner or any person in possession or any product sold by Stain on America Mint or purchased from Stain on America Mint (hereinafter the “Client”). Stain on America Mint and the Client are hereinafter collectively referred to as the “Parties”. Every and all instances of “Stain on America Mint” or “Stain on America” used herein directly or by reference shall expressly include, but not be limited to; Stain on America Mint Div., Imaculence, Inc., Imaculence, Inc. its divisions, subsidiaries, parent companies, proprietors, persons, owners, officers, shareholders, directors, successors and assigns, associates, affiliates, contractors, representatives, producers, editors, authors, employees, agents, clients, customers, legal representatives, licensees, and all parties acting under their permission, or with authority from them, or those from whom they are acting. Every and all instances of “Client” used herein directly or by reference shall expressly include, but not be limited to; the Client, its divisions, subsidiaries, parent companies, proprietors, persons, owners, officers, shareholders, directors, family members, friends, DBA’s successors and assigns, associates, affiliates, contractors, representatives, producers, editors, authors, employees, agents, clients, customers, legal representatives, licensees, and all parties acting under their permission, or with authority from them, or those from whom they are acting.
WHEREAS, the Client has requested that Stain on America Mint sell it one or more commemorative coins from its website.
WHEREAS, this Agreement sets forth the terms of and conditions between the Parties and also applies to any other services or products for which the Client request or purchases from Stain on America Mint from time to time in the future. The scope of Stain on America Mint services and products will be in accordance with this Agreement, any written modifications to it, and discussions or correspondence between the Parties may not be inconsistent with this Agreement or its written modifications.
The Parties hereto, for the consideration herein and the mutual covenants herein contained, and intending to be legally bound, agree as follows:
1. FEES. Stain on America Mint shall sell its products or services to the Client at the price advertised on its website at the time of sale/purchase, which prices may be changed or modified from time to time at the sole discretion of Stain on America Mint. At the time of any sale/purchase, Stain on America Mint does not warranty that said product is in stock, and may require the time necessary to remanufacture, mint or order new inventory before fulfilling any order.
2. OUTCOME AND CONTINGENCY. Any opinions Stain on America Mint expresses shall not be endorsed by Stain on America, and shall be subject to the United States Constitution, including but not limited to the First Amendment thereto. Stain on America Mint does not warranty any of its products for any particular purpose, no product is intended to express an opinion, including any political, ideological, moral or any other opinion, and the purchaser agrees that it shall not hold Stain on America Mint liable for any such cause of action, including any defamation, libel, slander, invasion of privacy, or any damages, including direct, incidental, consequential or punitive damages whatsoever.
3. CHANGE OF ADDRESS. The Client will keep Stain on America Mint informed of all changes of address, phone numbers and email addresses where the Client can be reached at all times.
4. MANDATORY ARBITRATION AND WAIVER OF JURY OR BENCH TRIAL. By executing this Agreement, the Client hereby agrees that it will give notice in writing of any claim or dispute arising out of or relating to this Agreement, the products or services provided by or through Stain on America Mint, any interaction with any other person affiliated with Stain on America Mint, or any other reason or cause, to the other Party or Parties involved in the dispute, specifying the basis for any claim and the amount claimed or relief sought. The Client shall then try in good faith to resolve the dispute using the Dispute Resolution Procedures established by Stain on America Mint, which may be amended from time to time without notice and at Stain on America Mint's sole discretion, including the conciliation process, which resolution and conciliation process is made a part of this Agreement as if fully rewritten herein.
If the claim or dispute is not resolved to Client’s satisfaction after exhausting all remedies in the resolution and conciliation processes, and the conciliation process is complete, whichever is later, the Client agrees to submit any remaining claim or dispute arising out of or relating to this Agreement, the work, or any other cause (including any claim against another person affiliated with Stain on America Mint, or any officers, directors, agents, or employees; or against Stain on America Mint, (Stain on America Mint, in its broadest definition) to binding arbitration by a sole arbitrator, whose decision shall be final and legally binding, and may be enforced in any court of competent jurisdiction.
Should any dispute remain unresolved after exhausting all of the forgoing methods, then any remaining dispute or claim between the Client, any member of the Client’s household, family, friend, acquaintance or any guest, agent, contractor, representative or employee of the Client and Stain on America Mint arising out of or relating to the work or this Agreement, shall be resolved by binding arbitration in accordance with American Arbitration Association and its Commercial Arbitration Rules.
Demand for arbitration shall be made within one (1) year after the issue has arisen, but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations. The Client, hereby acknowledge that this Agreement evidences a transaction involving interstate or inter provincial commerce, as the case may be, in the United States or Canada. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings in any state or federal court of the United States. The Ontario Arbitrations Act (1991) or any Canadian arbitration statute that may supersede it, shall govern the interpretation, enforcement, and proceedings in any federal or provincial court in Canada.
The Parties intend for the Arbitration Rules to apply to the maximum degree possible in any arbitration. If the Client becomes involved in a claim or dispute submitted under the Dispute Resolution Procedures or the Arbitration Rules, the Client agrees not to disclose to any other person not directly involved in the conciliation or arbitration process: (a) the substance of, or basis for, any claim; (b) the content of any testimony or other evidence presented during the conciliation and arbitration process or obtained through discovery; or (c) the terms or amount of any conciliation or arbitration award.
The arbitration will take place in Camden County, Georgia, or at such location as is revised without the requirement of notice, but solely based upon the location of Stain on America Mint headquarters, and Stain on America Mint shall have the sole right to initiate arbitration ex parte, including seeking a restraining order ex parte against the Client, and the Client does hereby submit its person to agree to and effect such restraining order, without objection, and that such restraining order shall be fully enforceable by any court of competent jurisdiction. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive, exemplary, consequential, or incidental damages. (iii) Award to the Client or any other party affiliated with the Client any amount that is greater than any amount actually paid to Stain on America Mint by the Client.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL OR BENCH TRIAL AND ALSO CONSTITUTES AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, GEORGIA, OR WITHIN THE COUNTY WHEREIN STAIN ON AMERICA MINT HEADQUARTERS IS LOCATED AT THE TIME OF SUCH CLAIM OR CAUSE OF ACTION. PROPER JURISTIICTION SHALL BE WITHIN THE STATE AND COUNTY WHERE STAIN ON AMERICA MINT HEADQUARTERS IS LOCATED AT THE TIME ANY CAUSE OR ACTION ARRISES. THE CLIENT DOES HEREBY AGREE THAT ANY CLAIM FILED IN ANY COURT SHALL BE IMMEDIATELY DISMISSED WITH PREJUDICE UPON FILING A MOTION TO DISMISS BY ANY PARTY TO SUCH ACTION AND PROVIDING THE COURT WITH A COPY OF THIS AGREEMENT TO SUBMIT TO BINDING ARBITRATION. THE CLIENT HEREBY AGREES TO A MOTION, AND WITHOUT OBJECTION, TO DISMISS THE CLIENT’S CLAIMS WITH PREJUDICE AND SUBMITS ITS PERSON OR REPRESENTATIVE TO EFFECT AND AGREE TO THE COURT'S GRANTING OF A MOTION TO DISMISS THE CLAIMS IN THEIR ENTIRETY WITH PREJUDICE.
All claims shall be arbitrated individually. The Client shall not bring, or join, or assist with, or participate in any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration.
Notwithstanding any Part herein, Stain on America Mint shall retain the sole right to pursue any collection action for unpaid balances due to Stain on America Mint from the Client by initiating ex parte arbitration and any court of competent jurisdiction may enforce the arbitrator’s decision. Stain on America Mint shall be entitled to an award of all amounts due, all discounts provided to Client, all reasonable attorney fees, expert witness fees, arbitration and court costs and all other costs of collection.
5. INDEMNIFICATION. The Client covenants and agrees to release, discharge, and agrees to defend, indemnify and hold harmless, Stain on America Mint, from and against all losses, damages, costs, attorney’s fees, recoveries, actions, judgments, penalties, fines, expenses and any other loss whatsoever which maybe obtained against, imposed upon or suffered by all or any of them which may arise prior to, during, or after any work performed by Stain on America Mint, or the use of such work, even should the same subject the Client to ridicule, scandal, reproach, scorn or indignity, emotional distress, hostility, termination of employment, invasion of privacy, false light invasion of privacy, defamation, slander, libel, demotion, suspension, harassment, and from any liability as a result of, including but not limited to, any use of the product or service, or which may arise from any breach of any warranty, representation, covenant or agreement made by the Client or Stain on America Mint. The Client hereby waives any claim that it may have for alleged violation of privacy, defamation, sexual harassment, harassment of any kind or nature, hostile environment, hostility of any kind or nature, or defamation, liable, slander, duress or distress of any kind from Stain on America Mint.
The Client covenants and agrees to release, discharge, and agrees to defend, indemnify and hold harmless, Stain on America Mint, for any expenses which Stain on America Mint incurs in enforcing the provisions of this Agreement or defending any action whatsoever brought by the Client against Stain on America Mint, including but not limited to actual attorney’s fees and all other litigation and/or arbitration costs, including expert witness fees, and other costs incurred, and reasonable reimbursement of management time incurred by Stain on America Mint.
Stain on America Mint shall be entitled to recover its actual costs and attorney fees and all other litigation costs and arbitration costs, including expert witness fees, and all actual attorney’s fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding.
The Client irrevocably agrees that it shall indemnify Stain on America Mint (for these purposes, “Stain on America Mint” is to be defined as broadly as possible so as to include every person and entity) against any claims, judgments, costs, actual attorney’s fees, defenses, litigation and/or arbitration costs, and any other costs for any claim or cause of action brought against Stain on America Mint by any friend, family member, spouse, parent, guardian, child, relative, significant partner, associate, affiliate, employer, employee, agent or any other person affiliated with the Client.
The Client specifically and independently agrees to be bound by the terms and provisions of this Section 5 regardless of any conflicts of law or rules or public policy pertaining to this section. The provisions of this Section 5 shall be severable from the remaining provisions of this Agreement, and shall survive the decision of any arbitration or entry of any judgment, and the existence of any claim or cause of action of the Client against Stain on America Mint, whether based on this Agreement or otherwise, shall not be a defense to the enforcement of this Section 5.
6. FORCE MAJEURE. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
7. SUCCESSORS. Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and, except as otherwise provided in this Agreement, their respective heirs, legal representatives, legal guardians, successors, and assigns; provided, however, that neither this Agreement nor any rights herein granted may be assigned, transferred, or encumbered by the Client without the prior written consent of Stain on America Mint. Stain on America Mint may assign or transfer its obligations under this Agreement at the sole discretion of Stain on America Mint.
8. NOTICES. Any notice, consent, waiver, notice, demand, request, or other instrument required or permitted to be given under this Agreement shall be in writing and shall be given as specifically provided herein. All other notices provided to a Party shall be made in writing, and sent via certified U.S. mail, postage prepaid, return receipt requested, or other delivery service which provides evidence of delivery (“Mail”), and addressed to the party at the address indicated on the Front Side of this Agreement herein, or at such other address that has been specified in a prior notice complying with this Section. Notices sent by Mail shall be deemed made on the date received in the office or home of the receiving party unless such Mail is returned as undeliverable or refused, in which case the sending party deems delivery to have been made on the date sent. Any party may change its address for notices in the manner set forth above.
9. PARTIAL INVALIDITY. If any term or provision of this Agreement or the application thereto to any person or circumstance shall be invalid or unenforceable, the remainder of this Agreement or the application of such term or provisions to people or circumstances other than those as to which it is held invalid shall be both unaffected thereby and each term or provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.
10. GOVERNING LAW. This Agreement shall be governed and construed by the provisions thereof and in accordance with the laws of the State of Georgia or where required, the Laws of the United States, applicable to agreements to be performed in the State of Georgia under Georgia Law or the laws of the United States.
11. THIRD PARTIES. Nothing contained herein expressed or implied is intended or shall be construed to confer upon or give any person, other than the Parties hereto, their heirs, successors, or assigns, any rights or remedies under or by reason of this Agreement.
12. JOINT DRAFTING AND NEUTRAL CONSIDERATIONS. This Agreement is a negotiated document, and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and interpreted in a neutral manner. The Client further proclaims that it has been given the opportunity to review this Agreement, the opportunity to review this Agreement with legal counsel, that the Client understands all of the terms and conditions of this Agreement, that the Client specifically agrees that all of the terms and conditions of this Agreement are reasonable, and the Client is entering this Agreement as a consenting adult of their own free will without any duress whatsoever.
13. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the Parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. There are no other oral negotiations, understanding, and agreements, which have not been incorporated herein, and this Agreement shall supersede or supplement any prior agreements pertaining to the same or similar provisions. No alteration, amendment, change, or addition to this Agreement shall be binding upon any party unless in writing and signed by all Parties of this Agreement. The Client and Stain on America Mint agree that the execution of this Agreement is fully made and certified coterminous when the Client visits the Stain on America Mint website, or presses the “Buy Now Button” on the Stain on America Mint Website, and the Parties shall thereby be legally bound by the terms and conditions of this Agreement.