Bailment & Storage Agreement

In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below. Capitalized terms used but not defined herein have the meanings given to them in the Terms.

1. "Agreement" means this Bailment and Storage Agreement (Crown Vault), as amended from time to time.
2. "Business Day" means any day other than a Saturday, a Sunday, or a day observed as a statutory holiday in the Province of Ontario.
3. "Crown Vault" means the Company's optional storage service under which Products purchased by the Customer are held in safekeeping, for a given period, rather than delivered upon purchase.
4. "Customer" or "you" means the individual or entity that purchased the Products from the Company and elected Crown Vault storage at checkout.
5. "Company" means JWL Crown Metals Inc.
6. "Consumer Protection Legislation" has the meaning given in the Terms.
7. "Identification Number" means the unique identification number assigned by the Company to each Product.
8. "Order Confirmation" has the meaning given in the Terms.
9. "Products" means the bullion, coins, collectables, and other precious-metal, base-metal, and related items offered for sale on the Site from time to time.
10. "Shipping Fee" means the flat-rate shipping and handling charge for the shipment of Products from the Crown Vault to the Customer, as published on the Site from time to time, subject to adjustment in accordance with Section 8.2.
11. "Site" means the Company's website at jwlcrownmetals.ca.
12. "Spot Price" means the prevailing market price for the relevant precious metal as quoted on the applicable recognized market.
13. "Storage Fee" means the fee charged by the Company for the storage of Products in the Crown Vault, as published on the Site from time to time, as more particularly described in Section 8.1.
14. "Storage Period" means the period commencing when a Product is first allocated to the Customer's Crown Vault and ending sixty (60) calendar days thereafter.
15. "Terms" means the Website Terms and Conditions governing the Site and sales.
16. "Third-Party Providers" means third-party service providers engaged in connection with the Site and fulfilment of Orders, including the payment processor and shipping carriers.
17. "Unclaimed Property" has the meaning given in Section 9 of this Agreement.

In this Agreement:

1. headings are for convenience only and do not affect interpretation;
2. "including" and similar expressions mean "including, without limitation";
3. references to legislation include all amendments, re-enactments, and successor statutes and regulations;
4. words in the singular include the plural and vice versa;
5. references to "days" mean calendar days unless otherwise stated;
6. all dollar amounts are in Canadian dollars (CAD); and
7. references to "writing" or "written" include electronic communications where permitted by applicable law.

Bailment for Safekeeping. This Agreement creates a bailment for safekeeping only. The deposit of Products in the Crown Vault does not constitute a sale, loan, pledge, hypothecation, or transfer of any kind.

Title and Ownership. Title to and beneficial ownership of the Products remains with the Customer at all times while the Products are held in the Crown Vault. The Company acquires only possession and custody of the Products for the purposes of safekeeping in accordance with this Agreement and acquires no ownership interest, security interest, or other proprietary right in or to the Products, except as expressly provided in Section 8 (Bailee's Lien).

No Other Relationship. The relationship between the Company and the Customer under this Agreement is solely that of bailee and bailor. Nothing in this Agreement creates or is intended to create any trust, partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

No Obligation to Repurchase or Trade. The deposit of Products in the Crown Vault does not create any obligation on the part of the Company to repurchase, buy back, redeem for cash, exchange, or trade any Product, and confers upon the Customer no right or expectation of any such transaction. The Company's sole obligation is the safekeeping and shipment of the Products in accordance with this Agreement.

The Crown Vault is available only to Customers who satisfy all of the following conditions precedent. No Products shall be allocated to the Crown Vault unless each condition is met at the time of allocation:

1. The Products must have been purchased by the Customer from the Company through the Site. The Company does not accept any property acquired from third parties, outside sources, or any channel other than the Site for storage in the Crown Vault.
2. The Customer must be the owner and original purchaser of the Products. The Company does not store Products on behalf of third parties, agents, nominees, or any person other than the purchaser of record.
3. The Customer must hold an active account on the Site that is in good standing and not subject to any suspension, restriction, or investigation by the Company.
4. The Customer must have read, accepted, and agreed to the Terms governing the Site.
5. All amounts owing to the Company in respect of the Order (including the full purchase price of the Products, any applicable fees, and any applicable taxes) must have been paid in full and the corresponding payment must have cleared and settled before the Products are allocated to the Crown Vault.
6. The Customer must have elected Crown Vault storage at checkout in accordance with the process set out on the Site.

The Company reserves the right, in its sole and absolute discretion, to refuse to allocate any Products to the Crown Vault, or to refuse any Customer access to the Crown Vault, without obligation to provide reasons for such refusal.

Quoting and Order Formation. Product prices are as listed on the Site at the time of purchase and are subject to change at any time without notice in accordance with the Terms. The Shipping Fee and the Storage Fee applicable to a Crown Vault Order are as published on the Site at the time of the first Order allocated to the Customer's Crown Vault. No binding contract for the purchase and storage of Products is formed until the Company issues an Order Confirmation in accordance with the Terms, and the Company may decline any Order at any time prior to that point.

Allocation to Crown Vault. Products are allocated to the Customer's Crown Vault upon the Company's issuance of an Order Confirmation where the Customer has elected Crown Vault storage at checkout. Allocation is subject to satisfaction of all conditions precedent set out in Section 3.

Identification and Recording. Upon allocation, the Company will:

1. assign a unique Identification Number to each Product; and
2. record the type, description, weight, and other relevant characteristics of each Product.

Company Records Presumption. The Company's records of the Products held in the Crown Vault are, in the absence of manifest error, prima facie evidence of the Products deposited, their descriptions, and their Identification Numbers.

Confirmation. The Company will send a confirmation to the Customer's registered email address setting out the Products deposited, their Identification Numbers, and the commencement date of the Storage Period. The Customer must review the confirmation and notify the Company of any discrepancy within forty-eight (48) hours of receipt. Failure to notify the Company within that period constitutes the Customer's acceptance that the confirmation is accurate and complete.

Storage Period. The Storage Period is sixty (60) calendar days, commencing on the date the first Product is allocated to the Customer's Crown Vault. The Storage Period applies to the Customer's Crown Vault as a whole; subsequent Products added during the Storage Period do not restart or extend it. The Customer may place additional Orders for Products to be added to the Crown Vault at any time during the Storage Period. Subject to Section 4.8, no additional Shipping Fee or Storage Fee is payable in respect of additional Orders placed during the same Storage Period, provided that the Shipping Fee and Storage Fee were paid with the first Order allocated to the Customer's Crown Vault.

Countdown Timer. A countdown timer reflecting the remaining days in the Storage Period will be displayed on the Customer's account on the Site. The countdown timer is provided for convenience only; the Storage Period is determined by reference to the commencement date, not the timer display. The Company will send a reminder notice to the Customer's registered email address in advance of the expiry of the Storage Period. The timing and frequency of the reminder are at the Company's sole discretion. Failure to send or receive the reminder, for any reason, does not extend the Storage Period, delay automatic shipment, or relieve the Customer of any obligation under this Agreement.

Automatic Shipment on Expiry. Upon expiry of the Storage Period, the Company will automatically ship all Products remaining in the Customer's Crown Vault to the Customer's registered delivery address. If the actual cost of shipping at the time of shipment exceeds the Shipping Fee paid at checkout, the Customer is responsible for the difference in accordance with Section 8.2. The Company may withhold shipment until any such adjustment has been paid in full.

Segregated Storage. Each Customer is assigned a separate, private storage box within the Crown Vault. The Customer's Products are stored individually and are not commingled or pooled with the property of any other customer or with the Company's own property.

Identification. Each Product stored in the Crown Vault is individually identified by its Identification Number. The Company will maintain accurate and current records of all Products held for each Customer, including the type, description, weight, and Identification Number of each Product.

Storage Facility. Products are stored on the Company's own premises in the Province of Ontario, Canada, in fireproof safes. Only authorized personnel of the Company have access to the storage facility and the Crown Vault.

Security Measures. The Company maintains security measures for the Crown Vault that include:

1. physical access controls;
2. surveillance cameras;
3. alarm systems; and
4. periodic inventory counts.

Relocation. The Company reserves the right to relocate Products to an alternative secure facility within the Province of Ontario, provided that:

1. the alternative facility offers security measures at least equivalent to those described in Section 5.4;
2. the Company provides the Customer with reasonable prior written notice of the relocation; and
3. the Company remains responsible for the Products in accordance with this Agreement during and after the relocation.

Standard of Care. The Company shall exercise reasonable care in the custody and safekeeping of the Products, being the standard of care expected of a bailee for reward under the common law of Ontario. The Company is not an insurer of the Products, and its obligation is one of reasonable care, not absolute liability.

Natural Deterioration Exclusion. For greater certainty, the Company is not liable for any tarnishing, patination, oxidation, or other change in the appearance or condition of any Product that results from the natural properties or inherent characteristics of the metal, material, or packaging, and not from the Company's failure to exercise reasonable care.

Non-Interference. The Company shall not open, alter, modify, assay, test, or otherwise interfere with any Product except as reasonably necessary for identification, inventory, or as required by applicable law.

Insurance. The Company shall maintain reasonable insurance coverage for Products stored in the Crown Vault against fire, theft, and other standard perils, in such amounts as the Company determines appropriate in its reasonable discretion.

Insurance Limitations. The Customer acknowledges that the Company's insurance may be subject to deductibles, exclusions, and coverage limitations, and that the Company makes no representation or warranty that its insurance will fully cover the value of the Customer's Products at any time.

Customer's Own Insurance. The Customer is solely responsible for obtaining and maintaining any additional insurance coverage the Customer considers appropriate in respect of the Products.

Application of Insurance Proceeds. Any insurance recovery received by the Company in respect of a Customer's Products shall be applied toward the Company's liability to the Customer under this Agreement and shall not exceed the Company's actual liability as determined in accordance with Section 11.

Risk While in the Crown Vault. While Products are held in the Crown Vault, the Company is responsible for loss, theft, damage, or destruction of Products caused by the Company's failure to exercise reasonable care as set out in Section 6. The Company is not responsible for any loss, theft, damage, or destruction caused by a Force Majeure Event.

Force Majeure. The Company is not liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from any cause beyond its reasonable control (a "Force Majeure Event"), including: acts of God, natural disasters, epidemics, pandemics, war, civil unrest, terrorism, governmental or regulatory action, failure or disruption of telecommunications or utilities, postal or carrier interruptions, labour action, fire, flood, earthquake, explosion, or disruption of supply chains, cyberattack, data breach, theft by third parties, government seizure, confiscation, or forfeiture of Products pursuant to any law, regulation, or court order, or any other event or circumstance beyond the Company's reasonable control. The Company's obligations are suspended for the duration of the Force Majeure Event, and the Storage Period shall be extended by a corresponding number of days.

Passage of Risk on Release. Upon release of Products from the Crown Vault for shipping:

1. for Customers who are consumers within the meaning of applicable Consumer Protection Legislation, risk of loss passes to the Customer upon delivery of the Products to the Customer's registered delivery address; and
2. for all other Customers, risk of loss passes to the Customer upon handover of the Products to the shipping carrier. These provisions are consistent with the Terms.

Storage Fee. The Storage Fee is payable only where the Customer elects Crown Vault storage rather than immediate shipment of the Products. Where the Customer elects immediate shipment, no Storage Fee applies. The Storage Fee is as published on the Site at the time of the first Order allocated to the Customer's Crown Vault and is payable at that time. The Storage Fee is a one-time charge per Crown Vault cycle; no additional Storage Fee is payable in respect of additional Orders placed during the same Storage Period. The Storage Fee is non-refundable once paid, regardless of whether the Customer requests early release of the Products, the Agreement is terminated before expiry of the Storage Period, or the Products are released for any other reason. The Company reserves the right to change the Storage Fee at any time by updating the rate as published on the Site; any such change applies only to new Crown Vault cycles commencing after the change takes effect.

Shipping Fee. The Shipping Fee applicable to a Crown Vault Order is as published on the Site at the time of the first Order allocated to the Customer's Crown Vault and is payable at that time. The Shipping Fee is a one-time charge per Crown Vault cycle; no additional Shipping Fee is payable in respect of additional Orders placed during the same Storage Period. The Shipping Fee is non-refundable once paid, regardless of whether the Customer requests early release of the Products, the Agreement is terminated before expiry of the Storage Period, or the Products are released for any other reason.

The published Shipping Fee is based on standard shipping conditions. If the actual cost of shipping at the time of shipment (whether upon the Customer's request or upon expiry of the Storage Period) exceeds the Shipping Fee paid, whether due to the nature, size, weight, or volume of the Products accumulated in the Crown Vault, the delivery destination, carrier surcharges, changes in carrier rates, or any other factor, the Customer is responsible for paying the difference before shipment. The Company will notify the Customer of any such adjustment, and payment of the adjustment is due within twenty-four (24) hours of the notice. No downward adjustment, credit, or refund is payable to the Customer if the actual cost of shipping is less than the Shipping Fee paid. All fees are stated in Canadian dollars and are exclusive of applicable taxes.

Bailee's Lien. The Company has a contractual lien on all Products in the Crown Vault for all unpaid Shipping Fees, Storage Fees, Shipping Fee adjustments under Section 8.2, and any other amounts owing by the Customer to the Company under this Agreement or the Terms. This lien is in addition to, and does not limit, any lien arising under the Repair and Storage Liens Act (Ontario), or any other applicable law.

Enforcement of Lien. If the Customer fails to pay any amount when due, the Company may retain possession of the Products and exercise its rights under the Repair and Storage Liens Act (Ontario), including the right to sell the Products to satisfy the lien after giving the notices and following the procedures required by that Act. The Company shall apply the proceeds of any such sale first to the costs of sale, then to the amounts owing, and shall account to the Customer for any surplus.

Set-Off. The Company may set off any amount the Customer owes to the Company against any amount the Company owes to the Customer, whether arising under this Agreement, the Terms, or otherwise.

Request for Release. The Customer may request release and shipping of all or any Products at any time during the Storage Period by submitting a request through the Customer's account on the Site or by contacting the Company directly.

Shipping Obligation. The Company will ship the requested Products within two (2) Business Days of receiving the Customer's release request, provided that the Shipping Fee has been paid in full and any Shipping Fee adjustment owing under Section 8.2 has been paid in full.

Delivery Address. All shipments will be made to the Customer's registered delivery address on file with the Company. The Company does not ship Products to third parties or to any address other than the Customer's registered delivery address.

Carrier and Tracking. Shipping is via Canada Post or such other carrier as the Company may select in its sole discretion. All shipments require tracking and a signature on delivery.

Customer Responsibility. The Customer is responsible for providing a complete and accurate delivery address and for ensuring that an authorized person is available to receive and sign for the shipment.

Automatic Shipment. Upon expiry of the Storage Period, the Company will automatically ship all remaining Products to the Customer's registered delivery address. The Shipping Fee paid with the first Order covers this shipment. If a Shipping Fee adjustment is owing under Section 8.2, the Company will notify the Customer and may withhold shipment until the adjustment has been paid in full.

Risk of Loss. Risk of loss upon release from the Crown Vault passes to the Customer in accordance with Section 7.

Unclaimed Property. If, following expiry of the Storage Period or termination of this Agreement, the Customer fails to collect, accept delivery of, or respond to reasonable attempts by the Company to arrange delivery of the Products within thirty (30) calendar days after the end of the Storage Period or the applicable termination notice period (whichever applies), the Products are deemed "Unclaimed Property." The Company may charge a reasonable additional storage fee for each day Unclaimed Property remains in its custody after such thirty (30) day period. The Company may deal with Unclaimed Property in accordance with the Repair and Storage Liens Act (Ontario), and any other applicable law, including selling the Products to satisfy amounts owing. Risk of loss in respect of Unclaimed Property passes to the Customer as of the date the Products are deemed Unclaimed Property.

The Customer represents and warrants to the Company, as of the date of acceptance of this Agreement and on a continuing basis throughout the Storage Period, that:

1. the Customer is the lawful owner of the Products deposited in the Crown Vault and has full right, title, and authority to deposit them;
2. the Products are free and clear of all liens, charges, encumbrances, security interests, and claims of third parties;
3. the Customer has the legal capacity and authority to enter into and perform this Agreement;
4. the Customer has read, understood, and agreed to the Terms;
5. all information provided by the Customer to the Company, including account registration details and delivery address, is accurate, current, and complete, and the Customer will promptly notify the Company of any changes;
6. the Customer will comply with all applicable federal, provincial, and municipal laws, regulations, and orders in connection with the Crown Vault and the Products;
7. the Customer is acting solely on their own behalf and not for or on behalf of any undisclosed third party in connection with the Crown Vault, unless the Customer has disclosed the identity of such third party to the Company in writing and the Company has consented in writing;
8. the Customer shall not, during the Storage Period, grant, create, or permit to exist any lien, charge, encumbrance, or security interest over or in respect of any Products held in the Crown Vault without the prior written consent of the Company; and
9. the Customer is not the subject of any bankruptcy, insolvency, receivership, or similar proceeding, and no such proceeding is pending or threatened.

The Customer acknowledges that the Company is relying on the representations and warranties set out in Section 10.1 in accepting the Products for storage. Any breach of these representations and warranties entitles the Company to exercise its rights under Section 12 (Termination) and Section 8 (Bailee's Lien) of this Agreement.

Exclusion of Indirect Damages. To the fullest extent permitted by applicable law, the Company, its directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business, opportunity, or anticipated savings, or any loss arising from movements in the Spot Price or the value of any Product, however caused and whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such damages.

Liability Cap. The Company's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the lesser of:

1. the replacement value of the affected Product(s) at the Spot Price as at the date of loss; and
2. the original purchase price paid by the Customer for the affected Product(s).

Preserved Liability. Nothing in this Agreement excludes or limits the Company's liability for gross negligence, wilful misconduct, or any liability that cannot lawfully be excluded or limited, including under non-excludable Consumer Protection Legislation. Where liability cannot be excluded but may be limited, it is limited to the minimum extent permitted by law.

Time Limitation. Any claim by the Customer arising out of or in connection with this Agreement must be commenced within twelve (12) months of the date on which the Customer knew or ought reasonably to have known of the event giving rise to the claim, failing which the claim is barred, except to the extent that a shorter or longer limitation period is mandated by applicable law that cannot be contractually modified. For greater certainty, the limitation period in this Section applies to any claim arising out of or in connection with this Agreement, the Crown Vault, or the storage, custody, safekeeping, release, or shipment of Products from the Crown Vault, regardless of whether the claim is framed under this Agreement, the Terms, or otherwise.

Duty to Mitigate. The Customer shall take all reasonable steps to mitigate any loss or damage for which the Company may be liable under this Agreement.

Exclusion for Customer-Caused Loss. The Company is not liable for any loss, damage, or delay to the extent caused or contributed to by the Customer's acts, omissions, or breach of this Agreement, including the provision of inaccurate information, failure to maintain a current delivery address, or failure to respond to the Company's communications.

Indemnification. To the fullest extent permitted by law, the Customer shall indemnify and hold harmless the Company and its directors, officers, employees, and agents from and against all claims, liabilities, losses, damages, and reasonable costs (including legal fees) arising out of or in connection with:

1. the Customer's breach of this Agreement;
2. the Customer's violation of any applicable law;
3. any inaccurate or incomplete information provided by the Customer;
4. any third-party claim relating to the Products or the Customer's use of the Crown Vault; or
5. any claim that the Products are subject to a lien, encumbrance, security interest, or third-party claim.

Indemnity Carve-Out. The indemnity in Section 11.7 does not apply to the extent a loss results from the Company's own gross negligence or wilful misconduct, and does not apply to a consumer to the extent such indemnity is prohibited by applicable consumer protection law.

Termination by the Customer. The Customer may terminate this Agreement at any time by requesting release and delivery of all Products held in the Crown Vault in accordance with Section 9. Termination by the Customer is effective upon shipment of all Products to the Customer. For greater certainty, termination by the Customer does not entitle the Customer to any refund or credit of the Storage Fee or the Shipping Fee.

Termination by the Company. The Company may terminate this Agreement at any time by giving the Customer not less than fifteen (15) days' prior written notice. Upon receipt of such notice, the Customer must arrange for the release and delivery of all Products within the notice period. If the Customer fails to do so, the provisions of Section 9 governing Unclaimed Property shall apply.

Immediate Termination by the Company. Notwithstanding Section 12.2, the Company may terminate this Agreement and suspend access to the Crown Vault immediately, without prior notice, if:

1. the Customer breaches any material term of this Agreement or the Terms;
2. the Company reasonably suspects fraud, money laundering, terrorist financing, sanctions evasion, or other unlawful activity involving the Customer or the Products;
3. the Company is required to do so by applicable law, regulation, court order, or directive of a regulatory authority;
4. the Customer becomes insolvent, bankrupt, or subject to receivership, or any analogous proceeding is commenced; or
5. any representation or warranty given by the Customer under Section 10 is or becomes materially inaccurate.

Upon immediate termination, the Company shall give notice to the Customer as soon as reasonably practicable, except where disclosure is prohibited by law.

Automatic Termination. This Agreement terminates automatically upon expiry of the Storage Period and shipment of all Products to the Customer in accordance with Section 9.

Acceleration of Amounts Owing. Upon termination of this Agreement for any reason, all amounts owing by the Customer to the Company, whether under this Agreement or the Terms, become immediately due and payable without demand or further notice.

Continuation of Lien. The Company's lien under Section 8 shall continue in full force and effect following termination until all amounts owing by the Customer have been paid in full. Termination does not extinguish or limit the Company's rights or remedies accrued prior to or upon termination.

Identity Verification and anti-money laundering ("AML") Compliance. The Customer acknowledges and agrees that the Company is a dealer in precious metals and precious stones registered under the PCMLTFA, and is subject to the regulatory oversight of FINTRAC. The provisions of Section 17 of the Terms regarding identity verification, sanctions screening, and transaction reporting are incorporated by reference and apply to all Crown Vault activity. The Company may, at any time, require the Customer to provide identification or other information, and may delay, suspend, or refuse Crown Vault services to comply with applicable law.

Hold and Freeze. The Company may place a hold on or freeze any or all Products in the Customer's Crown Vault, and may decline to process any release or shipping request, where:

1. the Company is required or directed to do so by applicable law, a court order, or a directive of a regulatory or law enforcement authority; or
2. the Company has reasonable grounds to suspect that the Products or the Customer's Crown Vault activity is connected to money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful activity.

The Company is not liable to the Customer for any loss, cost, or delay arising from a hold or freeze imposed under this Section, and the Storage Period shall be extended by the duration of any such hold or freeze.

Privacy. Personal information collected in connection with the Crown Vault is handled in accordance with Section 21 of the Terms and the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA"). The Customer consents to the collection, use, and disclosure of personal information as described therein.

Electronic Communications. Section 20 of the Terms applies to all communications under this Agreement. Crown Vault confirmations, Storage Period countdown notifications, shipping notifications, and fee notices are transactional or service messages. The Customer may not opt out of receiving these messages while any Products remain in the Crown Vault.

Informal Resolution. Before commencing any formal proceeding, the parties shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by informal negotiation for a period of not less than fifteen (15) calendar days following written notice of the dispute.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Jurisdiction. Subject to Section 14.4 and to any rights a Consumer may have under applicable Consumer Protection Legislation to commence proceedings in the jurisdiction of their residence, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in the judicial district in which the Company maintains its principal place of business, or in the City of Toronto, for any proceeding arising out of or in connection with this Agreement.

Mandatory Arbitration (Business Customers). Where the Customer is not a consumer as defined under applicable Consumer Protection Legislation, any dispute not resolved under Section 14.1 shall be finally resolved by arbitration before a single arbitrator, with the seat of arbitration being Toronto, Ontario, conducted in English under the Arbitration Act, 1991 (Ontario), provided that any in-person hearing may be held, at the arbitrator's direction or by agreement of the parties, at any location in Ontario within 150 kilometres of Toronto City Hall or by videoconference. The arbitration shall be conducted in a cost-effective and expeditious manner, and the fees required to commence and conduct it shall not be set so as to make the process inaccessible. The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver (Business Customers). Where the Customer is not a consumer, the Customer waives any right to commence or participate in any class action, collective proceeding, or representative action against the Company in connection with this Agreement.

Costs. In any proceeding (including arbitration) arising out of or in connection with this Agreement, the prevailing party is entitled to recover its reasonable legal fees and disbursements from the other party, to the extent permitted by applicable law and subject to the discretion of the court or arbitrator.

Notices. All notices under this Agreement shall be in writing. Notices to the Customer shall be sent by email to the Customer's registered email address or posted on the Site. Notices to the Company shall be sent to jwlcrownmetals@gmail.com. A notice is deemed received: if by email, on the next Business Day after sending; if posted on the Site, upon posting.

Entire Agreement. This Agreement and the Website Terms and Conditions constitute the entire agreement between the parties with respect to the Crown Vault and the storage of Products. In the event of any conflict between this Agreement and the Website Terms and Conditions in respect of stored Products, this Agreement prevails.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

No Waiver. No failure or delay by the Company in exercising any right or remedy constitutes a waiver of that right or remedy.

Assignment. The Customer may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement to a successor or affiliate without the Customer's consent.

Set-Off and Time of the Essence. The Company may set off any amount the Customer owes against any amount the Company owes the Customer. Time is of the essence in this Agreement.

Enurement. This Agreement enures to the benefit of and is binding upon the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

Third-Party Beneficiaries. The directors, officers, employees, and agents of the Company are entitled to rely on and enforce the limitation of liability and indemnification provisions of this Agreement as third-party beneficiaries.

Language. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.

Survival. Sections 2 (Nature of Bailment; Title and Ownership), 8 (Fees, Charges, and Bailee's Lien), 9 (Release, Delivery, and Unclaimed Property, to the extent applicable), 10 (Customer Obligations, Representations, and Warranties), 11 (Limitation of Liability and Indemnification), 13 (Identity Verification, AML Compliance, and Privacy), 14 (Dispute Resolution and Governing Law), and this Section 15 survive the termination or expiry of this Agreement.

Acceptance. By electing Crown Vault storage at checkout on the Site, the Customer accepts and agrees to be bound by this Agreement. The Customer's electronic acceptance constitutes their electronic signature for all purposes under applicable law, including the Electronic Commerce Act, 2000 (Ontario).

Right to Amend. The Company may amend this Agreement at any time by posting the amended Agreement on the Site with a revised effective date and providing the Customer with not less than fifteen (15) calendar days' prior written notice. The Customer's continued use of the Crown Vault after the effective date of the amendment constitutes acceptance of the amended terms. If the Customer does not agree to the amendment, the Customer may terminate this Agreement in accordance with Section 12.1 before the effective date.

Cumulative Remedies. The rights and remedies of the Company under this Agreement are cumulative and in addition to, and not in substitution for, any rights or remedies available at law or in equity.