USER AGREEMENT: WEBSITE TERMS AND CONDITIONS OF USE

Date last modified: February 21, 2023

Acceptance.
The Upper Deck Company B2B website, b2b.upperdeck.com, including any downloadable material through the website, and all information, content, material, and related services contained within (collectively the “Website”) are provided by The Upper Deck Company, a Nevada corporation, located at 5830 El Camino Real, Carlsbad, California 92008 (“UDC”). The Website is available for your use, as described herein, subject to your compliance with these B2B Terms and Conditions (the “Agreement”), the UDC Brands Privacy Policy (“Privacy Policy”), Certified Diamond Dealer Agreement (“CDD Agreement”) and the Invoice Terms and Conditions (“ITC”). Please read this Agreement carefully before using the Website.

Your registration data, as well as information that you may provide at other times during your use of the Website, is subject to the Privacy Policy which is incorporated herein and by reference into these terms.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU MEET THE REQUIREMENTS HEREIN, AND YOU HEREBY ACCEPT AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. THIS AGREEMENT IS A BINDING AGREEMENT BETWEEN YOU AND UDC, AND GOVERNS YOUR ACCESS AND USE OF THE WEBSITE, WHICH INCLUDES ANY INFORMATION, DATA, TOOLS, ITEMS OFFERED FOR SALE, SERVICES, AND OTHER CONTENT (TOGETHER, “CONTENT”) AVAILABLE ON OR THROUGH THE WEBSITE.
Items.
The Website provides users the opportunity to purchase certain collectable items on the Website (“Items”). Users may not list their own collectable(s) for sale on the Website.
Scope of License.
Subject to your agreement and continuing compliance with this Agreement, and any other relevant UDC policies, UDC grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, revocable, limited license to access and use the Website on your mobile, tablet, or desktop device for purchasing, viewing and shipping Items. You agree not to use the Website for any other purpose. Please be aware that this license only grants you permission to access and use the Website and its features, functionality, and intellectual property rights. Any sale, transfer, or attempted sale or transfer, of your Account or any aspect thereof is a material breach and violation of the license and the terms of this Agreement.

UDC reserves the right to change, suspend, or discontinue the Website and/or the availability of any feature, Item, or content, for any reason, at any time, with or without notice, and without liability to you or any third party, except as may be otherwise provided in this Agreement. UDC may also impose limits on certain features, functionality, and services or restrict your access to any or all parts of the Website without notice or liability.
Restrictions on Use of the Website.
You agree that you will NOT:
1. Misuse the Website or otherwise use the Website for purposes other than those set forth by this Agreement;
2. Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;
3. Use any disparaging or derogatory language in your operation and use of the Website;
4. Post, transmit, upload, or otherwise make available on the Website any content that (i) harasses, abuses, defames, or threatens other users; (ii) contains profanity or obscene or otherwise objectionable content; or (iii) degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability, or other classification;
5. Post, transmit, upload, or otherwise make available on the Website any content that (i) contains any other party’s intellectual property, unless you have all necessary rights to do so, or violates the intellectual property, privacy, publicity, or other personal rights of others; (ii) contains spam or other advertisements or solicitations (other than offers to trade), promotes commercial entities, or otherwise engages in commercial activity, except as explicitly authorized herein; and/or (iii) contains software viruses or any other computer code, files, or programs, which interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
6. Harass, bully, intimidate, or stalk other users through the Website, including but not limited to, sending repetitive and incessant trade requests;
7. Harvest or otherwise collect information about users without their knowledge or consent;
8. Engage in any fraudulent and/or misleading conduct, knowingly provide inaccurate, misleading, or false information regarding a transaction;
9. Sell or transfer your Account or any part thereof to anyone;
10. Violate any applicable federal, state, local, and international laws or regulations;
11. Unlawfully make available, distribute, upload, copy, and/or share any video, photos, downloads, or other content provided by UDC or through the Website, or any reproduction of such content, to any other website, app, streaming technology, peer-to-peer software, through text messaging or email, social media, messaging platforms, or any other unauthorized distribution channels unless expressly authorized to do so by UDC;
12. Use any meta tags or any other hidden text containing UDC’s, or any of its affiliates’ or their third party licensors’, name or trademarks;
13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;
14. Access any content not intended for your use or log on to a server or account that you are not authorized to access;
15. Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;
16. Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;
17. Use the Website to distribute spam by publishing or distributing repetitive commercial content;
18. Use the Website to sell or otherwise facilitate, further, or organize any sale for monetary consideration on the Website;
19. Infringe or violate, or permit others to infringe or violate, any UDC and/or third party rights in connection with avatars on the Website (including, without limitation, any intellectual property rights);
20. Attempt to override or avoid any limits or restrictions established by UDC;
21. Initiating an excessive number of chargeback requests or false chargeback requests, as determined by UDC in its sole discretion.
  
  Any violations of the above restrictions of this Agreement, or any attempts to violate this Agreement, may result in the immediate termination, restriction of Account access or suspension of your Account. Additionally, any violation of the above restrictions may result in the forfeiture of your right to purchase Items. Where access to your account is limited by UDC for twelve (12) consecutive months or more, UDC has the right to permanently disable and remove all contents from that Account. All determinations will be made by UDC in its sole discretion, on a case-by-case basis, taking into consideration the severity of the violation or attempted violation. The above restrictions are not intended to be exhaustive. UDC reserves the right, in its sole discretion, to determine what conduct it considers inappropriate use of the Website and to take such measures as it sees fit, including, but not limited to, preventing future purchases, removing content it deems offensive and objectionable, or suspending accounts. UDC also reserves the right to add to or amend this list of restrictions at any time.
  
  If you believe your Account has been compromised and used in violation of any of the above restrictions, or if you believe any user has violated the above restrictions, please contact UDC immediately as provided in Section 28 herein.
Creating an Account.
Anyone wishing to use or access the Website must first be a party to a fully executed, valid, and current CDD Agreement. Following execution of the CDD Agreement, UDC will register you for an account on your behalf using the information you provide in the CDD Agreement (“Account”). Accounts are non-assignable and non-transferable. You may not allow others to use or access your Account. You are solely responsible for any and all activity on your Account, whether or not you authorized the activity, including but not limited to, purchases made using any payment instrument, transfers, and shipments.
Account Information.
In order to register for an Account and/or purchase Items through the Website, UDC may ask you to select login credentials, which may include a password (“Login Credentials”). UDC may also ask you to provide certain personal information in the CDD Agreement in order to create your Account or to purchase Items, which may include your first and last name, country of residence, email address, mailing address, shipping information, payment information, and in some cases, telephone number (collectively, “Account Information”). Your Account Information will be held and used in accordance with the Privacy Policy. You agree to provide UDC with accurate, complete, and updated information with regard to all aspects of your Account on the Website. Failure to do so may limit your ability to access account recovery tools or your Account. UDC has the sole and absolute discretion to terminate your Account, restrict functions of the Website, or place a hold on a user’s Account who UDC believes to be in violation of any portion of this Agreement. You are responsible for maintaining the confidentiality of your Account, Login Credentials, and for restricting access to your Account.
Removing Account Information.
If you request in writing the erasure of your personally identifiable information pursuant to the terms in the Privacy Policy, your Account will be made permanently unrenderable and inaccessible (including the contents in the Account). In order to comply with such request, you must communicate to UDC as provided in Section 28 herein, in writing, your request for Account deletion, as well as confirmation that you have: (a) shipped any and all Items to your mailing address, and (b) relinquished all rights, title, and interest, where applicable, to your Account; failure to do so will delay UDC’s ability to delete your personally identifiable information. In order to delete your personally identifiable information, all Items in your Account will be deleted. You acknowledge and agree that your failure to comply with such terms may result in the forfeiture of all Items Account and you irrevocably waive any such rights and claims to such Items. UDC is not responsible for any damages or losses incurred pursuant to the deletion or loss of your personally identifiable information, Items, or Account contents. Please see the Privacy Policy for more information as to how to request the erasure of your personally identifiable information.
Account Disputes.
UDC reserves the right, in its sole discretion, to place a temporary hold on all or part of your Account pending any disputes regarding your Account of two hundred U.S. dollars ($200.00 USD) or more (a “Hold”). A Hold is defined as UDC’s capacity to limit, restrict, and/or prevent your capabilities on the Website including, but not limited to, logging in to the Website or purchasing Items. You acknowledge and agree that UDC shall be entitled to contest and recover any costs and fees, including, without limitation, attorneys’ fees, incurred due to chargebacks from users that occur in relation to transactions taking place on the Website, in UDC’s sole and absolute discretion.
Age Restrictions.
The Website is intended for the use of adults who are eighteen (18) years or older. If you are under the age of eighteen (18), you are not permitted to use the Website. By using the Website, you certify that you are at least eighteen (18) years of age. You agree to provide UDC with accurate information concerning your age or identity upon registration. You also agree not to assist minors under the age of eighteen (18) in accessing the Website.
Public Safety.
UDC may share your personally identifiable information with necessary third parties, agencies or persons in the event UDC, in good faith, believes it will (a) prevent physical injury or harm to yourself or members of the public, (b) protect the rights, property, or safety of UDC or third parties, and/or (c) report a crime or other offensive behavior.
Purchases.
1. In-Stock Items. All orders will be shipped to your brick and mortar location.
2. Purchase Disclaimers: All Items depicted on the Website are for demonstrative purposes only and is subject to change at UDC’s sole discretion without further notice. The image, depiction, photograph, or rendering of the Item displayed on the Website are for illustrative purposes only and may not be an exact representative of the Item. UDC reserves the right to change the Item image and specifications at any time without notice. Refer to Section 15 herein for complete information regarding returns, refunds and exchanges.
Payment Information.
1. Credit Card Information. If you wish to purchase an Item on the Website, you will be asked to supply certain information including your credit card and/or other payment information. All purchases made on the Website are shown and processed in United States Dollars (“USD”). By purchasing an Item, you acknowledge and agree that your credit card company or bank may convert the charges from USD to your applicable country’s currency and you agree to pay any additional fees with respect to such conversion. You agree that UDC has permission to process payment using third-party vendors of its choosing. You agree that all payment information that you provide will be accurate, complete, and current and that you have authorization to use and provide such information. You agree to pay all charges incurred by users of your credit card or other payment mechanisms at the prices in effect when such charges are incurred. UDC reserves the right to change prices for Items available on the Website at any time for any reason.
2. International Shipments. For all shipments of Items outside of the United States of America (“USA”), duties or a goods and services tax (“GST”) may be applied or collected at or before shipment. The duties and GST are calculated at the applicable rates for each Item being shipped.
Shipping.
Items may be shipped from UDC or the manufacturer. UDC does not guarantee any shipping timeframes and is not liable for any shipping disruption, cancellation, or delay. UDC may, but without any obligation, attempt to notify you if there is any shipping disruption. UDC is not responsible for any loss or damage incurred during the shipping of the Items.
Sale of Autographed Items.
1. To California Residents. With respect to the sale of autographed Items offered solely by UDC for fifty U.S. dollars ($50.00 USD) or more and purchased by California residents, the following notice is provided pursuant to California Civil Code § 1739.7:
  
  SALE OF AUTOGRAPHED MEMORABILIA: AS REQUIRED BY LAW, A DEALER WHO SELLS TO A CONSUMER ANY MEMORABILIA DESCRIBED AS BEING AUTOGRAPHED MUST PROVIDE A WRITTEN CERTIFICATE OF AUTHENTICITY AT THE TIME OF SALE. THIS DEALER MAY BE SURETY BONDED OR OTHERWISE INSURED TO ENSURE THE AUTHENTICITY OF ANY COLLECTIBLE SOLD BY THIS DEALER.
2. To New York Residents. With respect to the sale of certain autographed Items in New York, the following notice is provided pursuant to New York Arts and Cultural Affairs Law, Title V-1, Sale of Autographed Sports Collectibles, NY CLS Art & Cult. Affr. § 60.04 (2006):
  
  SALE OF AUTOGRAPHED SPORTS MEMORABILIA: AS REQUIRED BY LAW A DEALER WHO SELLS TO A CONSUMER ANY SPORTS MEMORABILIA DESCRIBED AS BEING PERSONALLY AUTOGRAPHED FOR TWENTY-FIVE DOLLARS OR MORE MUST PROVIDE A WRITTEN CERTIFICATE OF AUTHENTICITY AT THE TIME OF SALE.
Returns, Exchanges, and Refunds.
ALL ITEMS ARE NON-RETURNABLE, NON-REFUNDABLE, AND NON-EXCHANGEABLE, with a limited exception for damaged Items, which shall be determined in UDC’s sole discretion. If you receive an Item you believe is damaged, contact UDC within five (5) calendar days of receiving the Item pursuant to Section 28 herein. If there is a technical error with the receipt of your Item, please contact UDC immediately pursuant to Section 28 herein. If your shipping address is located within the European Union, by purchasing Items on the Website, you acknowledge and agree to the above terms of UDC’s return policy and irrevocably waive any right or claim you may have to revoke the purchase such Item(s).
Denial of Access and Termination.
UDC may terminate, limit access to, or suspend indefinitely your Account on the Website and any or all of their functions, any and all related services, and any registered Account immediately, without liability, for any reason including, without limitation, if you breach any terms of this Agreement. UDC may terminate this Agreement without waiving any other legal or equitable remedies available to UDC. UDC will notify you of changes to your Account by the email listed in your Account. The consequences of such termination and any action affecting your Account shall also be determined by UDC on a case by case basis in its sole discretion, taking into consideration the severity of the violation or attempted violation. UDC will notify you via email using the e-mail address you provide in the CDD Agreement fourteen (14) calendar days prior to any termination of your Account (“Termination Notice”). Upon UDC’s termination of your Account, your right to use and access the Website and related services will immediately cease. All provisions of this Agreement which by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, limitation of liability, and indemnity.
Proprietary and Intellectual Property Rights.
All material that appears on the Website, including, but not limited to, text, data, graphics, logos, button icons, images, audio clips, video clips, links, digital downloads, data compilations, and software and any derivatives, modifications, and improvements thereof are owned by, controlled by, licensed to, or used with permission by UDC or its third party vendors or sellers, and is and may be protected by patent, copyright, trademark, and other intellectual property rights, whether or not issued. The Website’s materials are made available solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by email or other electronic means, without UDC’s express prior written consent in each instance. You may download material that is intentionally and expressly made available for downloading through the Website solely for your use as permitted herein, provided that you keep intact any and all patent, copyright, trademark, and other proprietary notices that may appear on such materials and that you continue to comply with all terms of this Agreement with respect to the additional material.

Nothing contained on the Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the material or content displayed on the Website, including any intellectual property, without UDC’s written permission or any third party that may own or license the material or content. Any misuse of the material and content on the Website is strictly prohibited. UDC will aggressively enforce its intellectual property rights to the fullest extent of the law, including but not limited to, seeking criminal prosecution.
Confidentiality.
This Agreement together with any exhibit and other attachments constitute a confidential business relationship between the parties. User acknowledges that, in the course of performing this Agreement, User will receive information which is confidential and/or proprietary to UDC, its affiliates, and licensors including, without limitation, this Agreement and information regarding UDC’s, its affiliates’, and licensors’ ownership, financials, intellectual property, customers, trade secrets, products, releases, investments, marketing and/or business plans and strategies, pricing, partners, management, plans, technologies, techniques (collectively the “Confidential Information”). User agrees that significant irreparable damage will be done to UDC and/or its affiliates should the Confidential Information become public knowledge and UDC has the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief without prejudice to any other relief to which it may have for breach of this Agreement and without any obligation to post a bond or other security. User agrees not to reveal the Confidential Information to any third party (excluding employees, agents, attorneys, accountants and others to whom User has a legal obligation to disclose), and User will exercise reasonable precautions to ensure that neither User nor any of the foregoing persons will allow the terms of this Agreement to become public knowledge. Such confidentiality obligations will continue for two years from the termination or expiration of this Agreement; User’s obligations regarding trade secret information shall continue for two (2) years or until such information no longer constitutes proprietary information under applicable law, whichever is later. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act or omission of User; or (b) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure, User notifies UDC in writing at least fifteen (15) days prior to the disclosure of such Confidential Information. Trade secret misappropriation will be immunized if the disclosure is made: in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
DMCA Notice of Copyright Infringement.
The Digital Millennium Copyright Act (“DMCA”) provides a mechanism for notifying service providers of claims of unauthorized use of copyrighted materials. Under the DMCA, a claim must be sent to the service provider’s designated agent. If you believe in good faith that UDC should be notified of a possible online copyright infringement involving the Website, please provide written notification to UDC’s designated agent:

The Upper Deck Company
5830 El Camino Real
Carlsbad, CA 92008
Attn: General Counsel
Email: contracts@upperdeck.com

Please be aware that, in order for notice to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. To meet the notice requirements under the DMCA, the notification must be a written communication and must include the following:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works is covered by a single notification, a representative list of multiple works;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit C4E to locate the material;
4. Information reasonably sufficient to permit UDC to contact the complaining party (e.g., complaining party’s address, phone number, email address, etc.);
5. A statement that the complaining party has a good faith belief that the use of the material in dispute is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  
  UDC encourages you to review the DMCA requirements (see 17 U.S.C. §512(c)(3)) before submitting such notice. Failure to comply with DMCA requirements may result in a dismissal of such claim. UDC reserves the right and discretion to immediately terminate your access to the Website if UDC determines that you violated this Agreement following notice.
Disclaimers.
THE WEBSITE, ITEMS, ANY RELATED SERVICES, AND THE CONTENT, MATERIALS, OR INFORMATION CONTAINED WITHIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. UDC MAKES NO REPRESENTATIONS OR WARRANTIES WHATOSEVER AND OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE WEBSITE, ITEMS, RELATED SERVICES AND ALL CONTENT, MATERIALS, OR INFORMATION CONTAINED WITHIN. UDC DOES NOT GURANTEE, REPRESENT OR WARRANT THE AVAILABILITY, VALUE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE WEBSITE, ITEMS, AND/OR THE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR ON BEHALF OF UDC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, ITEMS, RELATED SERVICES, AND HYPERLINKED WEBSITES, INCLUDING FOR ANY DAMAGE TO YOUR OPERATING SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY DOWNLOADABLE CONTENT AVAILABLE THROUGH THE WEBSITE. IT IS ALSO YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT AND PASSWORD INFORMATION AND UDC BEARS NO RESPONSIBILITY FOR LOSS OF ACCOUNT INFORMATION OR ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM THE LOSS OR DISCLOSURE OF YOUR PASSWORD. UDC DOES NOT GUARANTEE THE SECURITY OF THE WEBSITE OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO YOUR ACCOUNT INFORMATION OR DATA.

ALL ITEMS SALES ARE FINAL, AND UDC BEARS NO RESPONSIBILITY FOR LOSS OF INCOME OR VALUE ASSOCIATED WITH ANY SUCH TRANSACTION. UDC DOES NOT MAKE ANY GUARANTEES, DETERMINATIONS, RESPRESENTATIONS, OR WARRANTIES REGARDING SUCH TRANSACTIONS, INCLUDING, BUT NOT LIMITED, TO ANY ASSOCIATED VALUE, AND UDC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE WEBSITE WILL BE COMPLETELY FREE FROM ERROR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE PURCHASING AND SHIPPING, AND TRANSFERRING ITEMS AT YOUR OWN RISK. BY USING THE WEBSITE, YOU ACKNOWLEDGE AND AGREE YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND ITS RELATED SERVICES, AND/OR HYPERLINKED WEBSITE IS TO CEASE USING THE WEBSITE.
Third-Party Websites, Extensions, and Apps.
UDC makes no representations whatsoever about any other website, extension, or app that you may access through the Website. UDC does not support any third party apps or extensions including, but not limited to, Google extensions. When you access a non-UDC website, extension, or app, including, without limitation, any third party vendor website, such website or app is independent from UDC, and UDC is not affiliated with the website host or operator and does not have control over the content on that site. You acknowledge and agree that you use third party apps and extensions at your own risk. UDC is not responsible or liable in any way for any complications, security breaches, legal violations, or any other damages that arise from any third-party website, extension, or app. UDC is not responsible or liable in any way for the content, services, products, advertising, or materials appearing on or available from any third-party website, extension, or application. Furthermore, a hyperlink to a non-UDC website, extension, or app does not in any way imply or express that UDC endorses, makes any representations or warranties regarding, or accepts any responsibility for the content, or the use, of the linked site.
Updates to Agreement.
From time to time, UDC may update and modify the terms of this Agreement and/or Privacy Policy as necessary and in its sole discretion. Your continued use of the Website indicates your full and binding acceptance of this Agreement and Privacy Policy in their then current form. If you do not agree to accept and be bound by the terms and conditions of this Agreement or Privacy Policy, do not visit or access the Website in any form, and promptly cease use of the Website.
Indemnity.
By accessing the Website, you agree to indemnify, defend, and hold harmless UDC, its affiliates, subsidiaries, employees, contractors, telecommunication providers, content providers, licensors, successors, and assigns and their respective officers, employees, and agents (collectively the “Indemnified Parties”) from and against any and all liabilities, claims, actions, demands, damages, costs, losses, and expenses (including, but not limited to, costs and attorney’s fees) made arising from or related to your use of the Website, any transaction resulting from your use of the Website, your connection to the Website, your violation of the terms of this Agreement, and/or your violation of any proprietary or privacy rights of another. In such, UDC shall select legal counsel in its sole discretion, and you will not enter into any settlements or make any admissions on the Indemnified Parties’ behalf without the Indemnified Parties’ prior written consent. This indemnification obligation shall survive any termination of this Agreement and any termination of your account or use of the Website.
Limitation of Liability.
IN NO EVENT SHALL UDC, ITS AFFILIATES, LICENSORS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, VENDORS, AND SPONSORS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, THIS AGREEMENT, ITEMS, ANY SECURITY BREACH, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, STATEMENTS, OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, DATA PROCESSOR, AND/OR ANY HYPERLINKED WEBSITE.

Whereas between users and the third party collector retailer, the Website is exclusively limited to its use as described herein and any sale initiated by users of any Items, or any other Items is not endorsed by UDC and is assumed by users at their own risk. UDC is not responsible in any way for transactions outside of the Website’s platform, including, without limitation, sales of Items on e-commerce platforms such as eBay. You are solely responsible for all transactions regarding or related to the Website outside of the Website’s platform, and UDC disclaims all liability in regard to all sales outside the Website.
Choice of Law.
This Agreement is governed by, and construed in accordance with, the laws of the State of California of the United States of America, without regard to California’s conflicts of laws and provisions that require the application of the law of any other state.
Dispute Resolution.
1. Arbitration: Except as specifically excluded herein, the parties agree that any dispute, controversy or claim (“Dispute”) arising out of, related to, or having any relationship or connection whatsoever to the Website, any relationship or conduct between the parties, any relationship to the interpretation, validity, enforceability, scope, or waiver of any provisions of this Agreement, or arising under local, state, or federal statutes or regulations shall be resolved by one arbitrator through mandatory and binding arbitration administered by a retired state or federal judge on the American Arbitration Association (“AAA”) national roster of arbitrators who is able to conduct the arbitration in San Diego, California. If the parties are unable to agree on an arbitrator, an arbitrator shall be determined pursuant to Rules 15-20 of the AAA Consumer Arbitration Rules (“AAA Consumer Rules”) (presently available at https://www.adr.org/sites/default/files/Consumer-Rules-Web.pdf). This Arbitration Agreement is made pursuant to the Federal Arbitration Act and the Dispute will be decided by arbitration in accordance with the AAA Consumer Rules then in effect subject to the modifications described in this Section. At this time, the instructions for initiating AAA arbitration can be found at “R-1” of the AAA Consumer Rules and a template for a AAA Consumer Arbitration demand may be found at: https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_3.pdf. Except as provided herein, the arbitration shall be conducted in accordance with AAA Consumer Rules, rather than any federal or state rules of civil procedure. The AAA Consumer Rules may provide more limited discovery compared to federal or state rules of civil procedure. The arbitrator shall honor claims of privilege and privacy recognized under California law and shall take reasonable steps to protect all confidential information. Each party may be represented by legal counsel of their own choosing. Each party shall pay its own attorneys’ fees, provided that an arbitrator may award attorneys’ fees and costs to the prevailing party under any applicable statue or written agreement to the same extent attorneys’ fees or costs could be awarded in a court of law. To the fullest extent permitted by law, the expense of the arbitration will be shared equally between the parties. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The award or decision by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court. The arbitrator shall not have the authority to add to, amend, or modify existing law and all awards will be based solely on the law which would govern the Dispute if it had been brought in a court of law. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration. Prior to, during, and following any arbitration, the parties agree that the arbitration shall remain confidential. This arbitration agreement specifically excludes from coverage any Disputes relating to whistleblowers and/or unlawful retaliation arising under the Sarbanes-Oxley Act, Disputes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), and Disputes under the California Private Attorney Generals Act (PAGA). This arbitration agreement does not preclude the parties from seeking provisional remedies from a court of law (such as temporary restraining orders or preliminary injunctions) to the extent applicable law allows parties to an arbitration agreement to obtain such relief. A party seeking or obtaining such provisional remedies shall not be considered a waiver of that party’s right to arbitration under this arbitration agreement. This arbitration agreement does not preclude the parties from bringing applicable Disputes in the small claims court for the Superior Court of the County of San Diego, California. Nothing in this arbitration agreement is intended to affect or limit the parties’ right to file an administrative charge or otherwise seek relief from any administrative or federal or state government agencies (although if a party chooses to pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the provisions of this arbitration agreement). A party’s participation in any administrative proceedings shall not be considered a waiver of that party’s right to arbitration under this arbitration agreement. Except as provided herein, this arbitration agreement shall be governed by the Federal Arbitration Act and California law to the extent California law is not inconsistent with the Federal Arbitration Act.
2. Delegation to Arbitrator: UNLESS OTHERWISE STATED IN THIS AGREEMENT, IT IS THE INTENT OF THE PARTIES TO CLEARLY AND UNMISTAKEABLY DELEGATE TO AN ARBITRATOR (AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY) THE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, REVOCABILITY, UNCONSCIONABILITY, VALIDITY OR FORMATION OF THIS AGREEMENT, ANY DISPUTE RELATING TO THE ARBITRABILITY OF ANY DISPUTE, OR AND ANY DISPUTE THAT ONE OF THE PARTIES WAIVED THE RIGHT TO ARBITRATE. UDC will pay for all arbitration costs relating to the arbitrator’s determination of gateway issues of arbitrability, including any disputes that one of the parties waived the right to arbitration. Notwithstanding the above, the arbitrator is not authorized to make any award of attorneys’ fees or costs relating to the determination of gateway issues of arbitrability.
  
  Intellectual Property Claims Exempted: Notwithstanding the above, the parties agree that any dispute, controversy, or claim involving the intellectual property rights of the parties or the parties’ affiliates or licensors may be brought in any state or federal court in the State of California, and the parties consent to exclusive jurisdiction and venue in such courts.
Class Action Waiver.
To the fullest extent permitted by law, any Dispute must be brought in the respective party’s individual capacity and on an individual basis only, and not as a plaintiff or class member in any purported class, collective, representative, multiple-plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration, and the arbitrator may award damages on an individual basis only. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE AND UNDERSTAND THAT THEY ARE WAIVING THEIR RIGHTS TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE ANY DISPUTE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, EXCEPT AS STATED HEREIN, THE PARTIES UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.
Transactions.
UDC reserves the right to refuse orders placed on the Website for any reason. UDC may, in its sole discretion, limit or cancel quantities purchased per person, per business, or per order. These restrictions may include orders placed by or under the same customer Account, the same credit card, the same e-mail address, the same IP address, and/or orders that use the same billing and/or shipping address. In the event UDC changes or cancels an order, UDC will attempt to notify you by contacting the e-mail provided at the time the order was made. UDC reserves the right to limit or prohibit orders that, in UDC’s sole discretion, appear to be placed by unauthorized persons.
Notices.
UDC may provide you with notices, including those regarding changes to this Agreement and the Privacy Policy, by email or postings on the Website, but this section places no additional requirements on UDC unless expressly set forth herein. For any questions and inquiries regarding this Agreement and UDC’s practices, please send emails to hobbypolicy@upperdeck.com.
Waiver.
The failure to enforce any term or provision of this Agreement shall not be construed as a waiver by UDC of that term or provision. No term or provision of this Agreement will be considered waived, and no breach excused, by UDC unless such waiver or consent is in writing and signed on behalf of UDC. Any consent by UDC to, or waiver of, a breach by any user, shall not constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any user. The consent or approval by UDC of any act shall not be deemed as consent or approval to or of any subsequent similar acts.
Entire Agreement.
This Agreement, which incorporates the Privacy Policy, CDD Agreement, ad ITC, constitutes the entire agreement between you and UDC with respect to the Website and the subject matter herein. UDC may modify or amend this Agreement at any time and for any reason, and your continued use of the Website provides affirmative and continued acceptance of the terms and conditions set forth in this Agreement and any modifications thereof.
Severability.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, such portion, or provision, shall be, as to such jurisdiction, ineffective to the extent it is declared invalid or unenforceable and severable from the remainder of this Agreement. The validity and enforceability of the remaining provisions of this Agreement shall not be affected and the remainder of this Agreement shall remain enforceable to the fullest extent permitted by law.
Limitation of Actions.
You acknowledge and agree that any claim or cause of action you may have against UDC resulting from use of the Website or this Agreement must be commenced within two (2) years after the event has occurred, unless a shorter period applies under applicable law.
Force Majeure.
In the event UDC is unable to commence or complete the performance of its obligations or exercise its rights under the terms of this Agreement and/or in connection with the Website due to circumstances beyond its control, including, but not limited to, by reason of acts of God, fires, strikes, labor disputes, accidents, embargoes, riots, floods, earthquakes, pandemics, epidemics, wars, acts of terrorism, or governmental actions, UDC may suspend its obligations in connection with the Website, the Items, and this Agreement hereunder for a period equal to the period during which UDC is unable to commence or complete performance of its obligations for any of the reasons set forth herein.
Specific Performance and Injunctive Relief.
You acknowledge and agree that any breach of this Agreement or damage to the Website by you, on your behalf, or in connection with your account will cause immediate, irreparable injury to UDC where there is not an adequate remedy at law. UDC maintains the right to enforce this Agreement and any of its provisions by seeking injunction, specific performance, or other equitable relief without prejudice to any other legal or equitable relief to which it may have for breach of this Agreement and without the obligation to post a bond or other security and without any additional findings of irreparable injury, proving damages, or other conditions to injunctive relief.
Relationship of the Parties. The parties are considered for all intent and purposes to be independent contractors, and this Agreement will not be construed to create a partnership, joint venture, employment, or any other relationship. Neither party will have, or hold itself out to third parties as having, any authority to bind or enter into any kind, expressed or implied, in the name or on behalf of the other party. The parties shall be independently responsible for reporting and paying all taxes relating to their respective business and operations. This Agreement may not be modified unless such modification is in writing and signed by UDC.

Date last modified: February 21, 2023

Acceptance.
The Upper Deck Company B2B website, b2b.upperdeck.com, including any downloadable material through the website, and all information, content, material, and related services contained within (collectively the “Website”) are provided by The Upper Deck Company, a Nevada corporation, located at 5830 El Camino Real, Carlsbad, California 92008 (“UDC”). The Website is available for your use, as described herein, subject to your compliance with these B2B Terms and Conditions (the “Agreement”), the UDC Brands Privacy Policy (“Privacy Policy”), Certified Diamond Dealer Agreement (“CDD Agreement”) and the Invoice Terms and Conditions (“ITC”). Please read this Agreement carefully before using the Website.

Your registration data, as well as information that you may provide at other times during your use of the Website, is subject to the Privacy Policy which is incorporated herein and by reference into these terms.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU MEET THE REQUIREMENTS HEREIN, AND YOU HEREBY ACCEPT AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. THIS AGREEMENT IS A BINDING AGREEMENT BETWEEN YOU AND UDC, AND GOVERNS YOUR ACCESS AND USE OF THE WEBSITE, WHICH INCLUDES ANY INFORMATION, DATA, TOOLS, ITEMS OFFERED FOR SALE, SERVICES, AND OTHER CONTENT (TOGETHER, “CONTENT”) AVAILABLE ON OR THROUGH THE WEBSITE.
Items.
The Website provides users the opportunity to purchase certain collectable items on the Website (“Items”). Users may not list their own collectable(s) for sale on the Website.
Scope of License.
Subject to your agreement and continuing compliance with this Agreement, and any other relevant UDC policies, UDC grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, revocable, limited license to access and use the Website on your mobile, tablet, or desktop device for purchasing, viewing and shipping Items. You agree not to use the Website for any other purpose. Please be aware that this license only grants you permission to access and use the Website and its features, functionality, and intellectual property rights. Any sale, transfer, or attempted sale or transfer, of your Account or any aspect thereof is a material breach and violation of the license and the terms of this Agreement.

UDC reserves the right to change, suspend, or discontinue the Website and/or the availability of any feature, Item, or content, for any reason, at any time, with or without notice, and without liability to you or any third party, except as may be otherwise provided in this Agreement. UDC may also impose limits on certain features, functionality, and services or restrict your access to any or all parts of the Website without notice or liability.
Restrictions on Use of the Website.
You agree that you will NOT:
1. Misuse the Website or otherwise use the Website for purposes other than those set forth by this Agreement;
2. Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;
3. Use any disparaging or derogatory language in your operation and use of the Website;
4. Post, transmit, upload, or otherwise make available on the Website any content that (i) harasses, abuses, defames, or threatens other users; (ii) contains profanity or obscene or otherwise objectionable content; or (iii) degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability, or other classification;
5. Post, transmit, upload, or otherwise make available on the Website any content that (i) contains any other party’s intellectual property, unless you have all necessary rights to do so, or violates the intellectual property, privacy, publicity, or other personal rights of others; (ii) contains spam or other advertisements or solicitations (other than offers to trade), promotes commercial entities, or otherwise engages in commercial activity, except as explicitly authorized herein; and/or (iii) contains software viruses or any other computer code, files, or programs, which interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
6. Harass, bully, intimidate, or stalk other users through the Website, including but not limited to, sending repetitive and incessant trade requests;
7. Harvest or otherwise collect information about users without their knowledge or consent;
8. Engage in any fraudulent and/or misleading conduct, knowingly provide inaccurate, misleading, or false information regarding a transaction;
9. Sell or transfer your Account or any part thereof to anyone;
10. Violate any applicable federal, state, local, and international laws or regulations;
11. Unlawfully make available, distribute, upload, copy, and/or share any video, photos, downloads, or other content provided by UDC or through the Website, or any reproduction of such content, to any other website, app, streaming technology, peer-to-peer software, through text messaging or email, social media, messaging platforms, or any other unauthorized distribution channels unless expressly authorized to do so by UDC;
12. Use any meta tags or any other hidden text containing UDC’s, or any of its affiliates’ or their third party licensors’, name or trademarks;
13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;
14. Access any content not intended for your use or log on to a server or account that you are not authorized to access;
15. Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;
16. Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;
17. Use the Website to distribute spam by publishing or distributing repetitive commercial content;
18. Use the Website to sell or otherwise facilitate, further, or organize any sale for monetary consideration on the Website;
19. Infringe or violate, or permit others to infringe or violate, any UDC and/or third party rights in connection with avatars on the Website (including, without limitation, any intellectual property rights);
20. Attempt to override or avoid any limits or restrictions established by UDC;
21. Initiating an excessive number of chargeback requests or false chargeback requests, as determined by UDC in its sole discretion.
  
  Any violations of the above restrictions of this Agreement, or any attempts to violate this Agreement, may result in the immediate termination, restriction of Account access or suspension of your Account. Additionally, any violation of the above restrictions may result in the forfeiture of your right to purchase Items. Where access to your account is limited by UDC for twelve (12) consecutive months or more, UDC has the right to permanently disable and remove all contents from that Account. All determinations will be made by UDC in its sole discretion, on a case-by-case basis, taking into consideration the severity of the violation or attempted violation. The above restrictions are not intended to be exhaustive. UDC reserves the right, in its sole discretion, to determine what conduct it considers inappropriate use of the Website and to take such measures as it sees fit, including, but not limited to, preventing future purchases, removing content it deems offensive and objectionable, or suspending accounts. UDC also reserves the right to add to or amend this list of restrictions at any time.
  
  If you believe your Account has been compromised and used in violation of any of the above restrictions, or if you believe any user has violated the above restrictions, please contact UDC immediately as provided in Section 28 herein.
Creating an Account.
Anyone wishing to use or access the Website must first be a party to a fully executed, valid, and current CDD Agreement. Following execution of the CDD Agreement, UDC will register you for an account on your behalf using the information you provide in the CDD Agreement (“Account”). Accounts are non-assignable and non-transferable. You may not allow others to use or access your Account. You are solely responsible for any and all activity on your Account, whether or not you authorized the activity, including but not limited to, purchases made using any payment instrument, transfers, and shipments.
Account Information.
In order to register for an Account and/or purchase Items through the Website, UDC may ask you to select login credentials, which may include a password (“Login Credentials”). UDC may also ask you to provide certain personal information in the CDD Agreement in order to create your Account or to purchase Items, which may include your first and last name, country of residence, email address, mailing address, shipping information, payment information, and in some cases, telephone number (collectively, “Account Information”). Your Account Information will be held and used in accordance with the Privacy Policy. You agree to provide UDC with accurate, complete, and updated information with regard to all aspects of your Account on the Website. Failure to do so may limit your ability to access account recovery tools or your Account. UDC has the sole and absolute discretion to terminate your Account, restrict functions of the Website, or place a hold on a user’s Account who UDC believes to be in violation of any portion of this Agreement. You are responsible for maintaining the confidentiality of your Account, Login Credentials, and for restricting access to your Account.
Removing Account Information.
If you request in writing the erasure of your personally identifiable information pursuant to the terms in the Privacy Policy, your Account will be made permanently unrenderable and inaccessible (including the contents in the Account). In order to comply with such request, you must communicate to UDC as provided in Section 28 herein, in writing, your request for Account deletion, as well as confirmation that you have: (a) shipped any and all Items to your mailing address, and (b) relinquished all rights, title, and interest, where applicable, to your Account; failure to do so will delay UDC’s ability to delete your personally identifiable information. In order to delete your personally identifiable information, all Items in your Account will be deleted. You acknowledge and agree that your failure to comply with such terms may result in the forfeiture of all Items Account and you irrevocably waive any such rights and claims to such Items. UDC is not responsible for any damages or losses incurred pursuant to the deletion or loss of your personally identifiable information, Items, or Account contents. Please see the Privacy Policy for more information as to how to request the erasure of your personally identifiable information.
Account Disputes.
UDC reserves the right, in its sole discretion, to place a temporary hold on all or part of your Account pending any disputes regarding your Account of two hundred U.S. dollars ($200.00 USD) or more (a “Hold”). A Hold is defined as UDC’s capacity to limit, restrict, and/or prevent your capabilities on the Website including, but not limited to, logging in to the Website or purchasing Items. You acknowledge and agree that UDC shall be entitled to contest and recover any costs and fees, including, without limitation, attorneys’ fees, incurred due to chargebacks from users that occur in relation to transactions taking place on the Website, in UDC’s sole and absolute discretion.
Age Restrictions.
The Website is intended for the use of adults who are eighteen (18) years or older. If you are under the age of eighteen (18), you are not permitted to use the Website. By using the Website, you certify that you are at least eighteen (18) years of age. You agree to provide UDC with accurate information concerning your age or identity upon registration. You also agree not to assist minors under the age of eighteen (18) in accessing the Website.
Public Safety.
UDC may share your personally identifiable information with necessary third parties, agencies or persons in the event UDC, in good faith, believes it will (a) prevent physical injury or harm to yourself or members of the public, (b) protect the rights, property, or safety of UDC or third parties, and/or (c) report a crime or other offensive behavior.
Purchases.
1. In-Stock Items. All orders will be shipped to your brick and mortar location.
2. Purchase Disclaimers: All Items depicted on the Website are for demonstrative purposes only and is subject to change at UDC’s sole discretion without further notice. The image, depiction, photograph, or rendering of the Item displayed on the Website are for illustrative purposes only and may not be an exact representative of the Item. UDC reserves the right to change the Item image and specifications at any time without notice. Refer to Section 15 herein for complete information regarding returns, refunds and exchanges.
Payment Information.
1. Credit Card Information. If you wish to purchase an Item on the Website, you will be asked to supply certain information including your credit card and/or other payment information. All purchases made on the Website are shown and processed in United States Dollars (“USD”). By purchasing an Item, you acknowledge and agree that your credit card company or bank may convert the charges from USD to your applicable country’s currency and you agree to pay any additional fees with respect to such conversion. You agree that UDC has permission to process payment using third-party vendors of its choosing. You agree that all payment information that you provide will be accurate, complete, and current and that you have authorization to use and provide such information. You agree to pay all charges incurred by users of your credit card or other payment mechanisms at the prices in effect when such charges are incurred. UDC reserves the right to change prices for Items available on the Website at any time for any reason.
2. International Shipments. For all shipments of Items outside of the United States of America (“USA”), duties or a goods and services tax (“GST”) may be applied or collected at or before shipment. The duties and GST are calculated at the applicable rates for each Item being shipped.
Shipping.
Items may be shipped from UDC or the manufacturer. UDC does not guarantee any shipping timeframes and is not liable for any shipping disruption, cancellation, or delay. UDC may, but without any obligation, attempt to notify you if there is any shipping disruption. UDC is not responsible for any loss or damage incurred during the shipping of the Items.
Sale of Autographed Items.
1. To California Residents. With respect to the sale of autographed Items offered solely by UDC for fifty U.S. dollars ($50.00 USD) or more and purchased by California residents, the following notice is provided pursuant to California Civil Code § 1739.7:

SALE OF AUTOGRAPHED MEMORABILIA: AS REQUIRED BY LAW, A DEALER WHO SELLS TO A CONSUMER ANY MEMORABILIA DESCRIBED AS BEING AUTOGRAPHED MUST PROVIDE A WRITTEN CERTIFICATE OF AUTHENTICITY AT THE TIME OF SALE. THIS DEALER MAY BE SURETY BONDED OR OTHERWISE INSURED TO ENSURE THE AUTHENTICITY OF ANY COLLECTIBLE SOLD BY THIS DEALER.

To New York Residents. With respect to the sale of certain autographed Items in New York, the following notice is provided pursuant to New York Arts and Cultural Affairs Law, Title V-1, Sale of Autographed Sports Collectibles, NY CLS Art & Cult. Affr. § 60.04 (2006):
SALE OF AUTOGRAPHED SPORTS MEMORABILIA: AS REQUIRED BY LAW A DEALER WHO SELLS TO A CONSUMER ANY SPORTS MEMORABILIA DESCRIBED AS BEING PERSONALLY AUTOGRAPHED FOR TWENTY-FIVE DOLLARS OR MORE MUST PROVIDE A WRITTEN CERTIFICATE OF AUTHENTICITY AT THE TIME OF SALE.

Returns, Exchanges, and Refunds.
ALL ITEMS ARE NON-RETURNABLE, NON-REFUNDABLE, AND NON-EXCHANGEABLE, with a limited exception for damaged Items, which shall be determined in UDC’s sole discretion. If you receive an Item you believe is damaged, contact UDC within five (5) calendar days of receiving the Item pursuant to Section 28 herein. If there is a technical error with the receipt of your Item, please contact UDC immediately pursuant to Section 28 herein. If your shipping address is located within the European Union, by purchasing Items on the Website, you acknowledge and agree to the above terms of UDC’s return policy and irrevocably waive any right or claim you may have to revoke the purchase such Item(s).

Denial of Access and Termination.
UDC may terminate, limit access to, or suspend indefinitely your Account on the Website and any or all of their functions, any and all related services, and any registered Account immediately, without liability, for any reason including, without limitation, if you breach any terms of this Agreement. UDC may terminate this Agreement without waiving any other legal or equitable remedies available to UDC. UDC will notify you of changes to your Account by the email listed in your Account. The consequences of such termination and any action affecting your Account shall also be determined by UDC on a case by case basis in its sole discretion, taking into consideration the severity of the violation or attempted violation. UDC will notify you via email using the e-mail address you provide in the CDD Agreement fourteen (14) calendar days prior to any termination of your Account (“Termination Notice”). Upon UDC’s termination of your Account, your right to use and access the Website and related services will immediately cease. All provisions of this Agreement which by their nature should survive termination, shall survive termination, including, without limitation, warranty disclaimers, limitation of liability, and indemnity.

Proprietary and Intellectual Property Rights.
All material that appears on the Website, including, but not limited to, text, data, graphics, logos, button icons, images, audio clips, video clips, links, digital downloads, data compilations, and software and any derivatives, modifications, and improvements thereof are owned by, controlled by, licensed to, or used with permission by UDC or its third party vendors or sellers, and is and may be protected by patent, copyright, trademark, and other intellectual property rights, whether or not issued. The Website’s materials are made available solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by email or other electronic means, without UDC’s express prior written consent in each instance. You may download material that is intentionally and expressly made available for downloading through the Website solely for your use as permitted herein, provided that you keep intact any and all patent, copyright, trademark, and other proprietary notices that may appear on such materials and that you continue to comply with all terms of this Agreement with respect to the additional material.

Nothing contained on the Website shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the material or content displayed on the Website, including any intellectual property, without UDC’s written permission or any third party that may own or license the material or content. Any misuse of the material and content on the Website is strictly prohibited. UDC will aggressively enforce its intellectual property rights to the fullest extent of the law, including but not limited to, seeking criminal prosecution.

Confidentiality.
This Agreement together with any exhibit and other attachments constitute a confidential business relationship between the parties. User acknowledges that, in the course of performing this Agreement, User will receive information which is confidential and/or proprietary to UDC, its affiliates, and licensors including, without limitation, this Agreement and information regarding UDC’s, its affiliates’, and licensors’ ownership, financials, intellectual property, customers, trade secrets, products, releases, investments, marketing and/or business plans and strategies, pricing, partners, management, plans, technologies, techniques (collectively the “Confidential Information”). User agrees that significant irreparable damage will be done to UDC and/or its affiliates should the Confidential Information become public knowledge and UDC has the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief without prejudice to any other relief to which it may have for breach of this Agreement and without any obligation to post a bond or other security. User agrees not to reveal the Confidential Information to any third party (excluding employees, agents, attorneys, accountants and others to whom User has a legal obligation to disclose), and User will exercise reasonable precautions to ensure that neither User nor any of the foregoing persons will allow the terms of this Agreement to become public knowledge. Such confidentiality obligations will continue for two years from the termination or expiration of this Agreement; User’s obligations regarding trade secret information shall continue for two (2) years or until such information no longer constitutes proprietary information under applicable law, whichever is later. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act or omission of User; or (b) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure, User notifies UDC in writing at least fifteen (15) days prior to the disclosure of such Confidential Information. Trade secret misappropriation will be immunized if the disclosure is made: in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

DMCA Notice of Copyright Infringement.
The Digital Millennium Copyright Act (“DMCA”) provides a mechanism for notifying service providers of claims of unauthorized use of copyrighted materials. Under the DMCA, a claim must be sent to the service provider’s designated agent. If you believe in good faith that UDC should be notified of a possible online copyright infringement involving the Website, please provide written notification to UDC’s designated agent:

The Upper Deck Company

5830 El Camino Real

Carlsbad, CA 92008

Attn: General Counsel

Email: contracts@upperdeck.com

Please be aware that, in order for notice to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. To meet the notice requirements under the DMCA, the notification must be a written communication and must include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works is covered by a single notification, a representative list of multiple works;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit C4E to locate the material;

Information reasonably sufficient to permit UDC to contact the complaining party (e.g., complaining party’s address, phone number, email address, etc.);

A statement that the complaining party has a good faith belief that the use of the material in dispute is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

UDC encourages you to review the DMCA requirements (see 17 U.S.C. §512(c)(3)) before submitting such notice. Failure to comply with DMCA requirements may result in a dismissal of such claim. UDC reserves the right and discretion to immediately terminate your access to the Website if UDC determines that you violated this Agreement following notice.

Disclaimers.
THE WEBSITE, ITEMS, ANY RELATED SERVICES, AND THE CONTENT, MATERIALS, OR INFORMATION CONTAINED WITHIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. UDC MAKES NO REPRESENTATIONS OR WARRANTIES WHATOSEVER AND OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE WEBSITE, ITEMS, RELATED SERVICES AND ALL CONTENT, MATERIALS, OR INFORMATION CONTAINED WITHIN. UDC DOES NOT GURANTEE, REPRESENT OR WARRANT THE AVAILABILITY, VALUE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE WEBSITE, ITEMS, AND/OR THE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR ON BEHALF OF UDC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, ITEMS, RELATED SERVICES, AND HYPERLINKED WEBSITES, INCLUDING FOR ANY DAMAGE TO YOUR OPERATING SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY DOWNLOADABLE CONTENT AVAILABLE THROUGH THE WEBSITE. IT IS ALSO YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT AND PASSWORD INFORMATION AND UDC BEARS NO RESPONSIBILITY FOR LOSS OF ACCOUNT INFORMATION OR ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM THE LOSS OR DISCLOSURE OF YOUR PASSWORD. UDC DOES NOT GUARANTEE THE SECURITY OF THE WEBSITE OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO YOUR ACCOUNT INFORMATION OR DATA.

ALL ITEMS SALES ARE FINAL, AND UDC BEARS NO RESPONSIBILITY FOR LOSS OF INCOME OR VALUE ASSOCIATED WITH ANY SUCH TRANSACTION. UDC DOES NOT MAKE ANY GUARANTEES, DETERMINATIONS, RESPRESENTATIONS, OR WARRANTIES REGARDING SUCH TRANSACTIONS, INCLUDING, BUT NOT LIMITED, TO ANY ASSOCIATED VALUE, AND UDC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT THE WEBSITE WILL BE COMPLETELY FREE FROM ERROR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU ARE PURCHASING AND SHIPPING, AND TRANSFERRING ITEMS AT YOUR OWN RISK. BY USING THE WEBSITE, YOU ACKNOWLEDGE AND AGREE YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND ITS RELATED SERVICES, AND/OR HYPERLINKED WEBSITE IS TO CEASE USING THE WEBSITE.

Third-Party Websites, Extensions, and Apps.
UDC makes no representations whatsoever about any other website, extension, or app that you may access through the Website. UDC does not support any third party apps or extensions including, but not limited to, Google extensions. When you access a non-UDC website, extension, or app, including, without limitation, any third party vendor website, such website or app is independent from UDC, and UDC is not affiliated with the website host or operator and does not have control over the content on that site. You acknowledge and agree that you use third party apps and extensions at your own risk. UDC is not responsible or liable in any way for any complications, security breaches, legal violations, or any other damages that arise from any third-party website, extension, or app. UDC is not responsible or liable in any way for the content, services, products, advertising, or materials appearing on or available from any third-party website, extension, or application. Furthermore, a hyperlink to a non-UDC website, extension, or app does not in any way imply or express that UDC endorses, makes any representations or warranties regarding, or accepts any responsibility for the content, or the use, of the linked site.

Updates to Agreement.
From time to time, UDC may update and modify the terms of this Agreement and/or Privacy Policy as necessary and in its sole discretion. Your continued use of the Website indicates your full and binding acceptance of this Agreement and Privacy Policy in their then current form. If you do not agree to accept and be bound by the terms and conditions of this Agreement or Privacy Policy, do not visit or access the Website in any form, and promptly cease use of the Website.

Indemnity.
By accessing the Website, you agree to indemnify, defend, and hold harmless UDC, its affiliates, subsidiaries, employees, contractors, telecommunication providers, content providers, licensors, successors, and assigns and their respective officers, employees, and agents (collectively the “Indemnified Parties”) from and against any and all liabilities, claims, actions, demands, damages, costs, losses, and expenses (including, but not limited to, costs and attorney’s fees) made arising from or related to your use of the Website, any transaction resulting from your use of the Website, your connection to the Website, your violation of the terms of this Agreement, and/or your violation of any proprietary or privacy rights of another. In such, UDC shall select legal counsel in its sole discretion, and you will not enter into any settlements or make any admissions on the Indemnified Parties’ behalf without the Indemnified Parties’ prior written consent. This indemnification obligation shall survive any termination of this Agreement and any termination of your account or use of the Website.

Limitation of Liability.
IN NO EVENT SHALL UDC, ITS AFFILIATES, LICENSORS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, VENDORS, AND SPONSORS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, THIS AGREEMENT, ITEMS, ANY SECURITY BREACH, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, STATEMENTS, OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, DATA PROCESSOR, AND/OR ANY HYPERLINKED WEBSITE.

Whereas between users and the third party collector retailer, the Website is exclusively limited to its use as described herein and any sale initiated by users of any Items, or any other Items is not endorsed by UDC and is assumed by users at their own risk. UDC is not responsible in any way for transactions outside of the Website’s platform, including, without limitation, sales of Items on e-commerce platforms such as eBay. You are solely responsible for all transactions regarding or related to the Website outside of the Website’s platform, and UDC disclaims all liability in regard to all sales outside the Website.

Choice of Law.
This Agreement is governed by, and construed in accordance with, the laws of the State of California of the United States of America, without regard to California’s conflicts of laws and provisions that require the application of the law of any other state.

Dispute Resolution.
Arbitration: Except as specifically excluded herein, the parties agree that any dispute, controversy or claim (“Dispute”) arising out of, related to, or having any relationship or connection whatsoever to the Website, any relationship or conduct between the parties, any relationship to the interpretation, validity, enforceability, scope, or waiver of any provisions of this Agreement, or arising under local, state, or federal statutes or regulations shall be resolved by one arbitrator through mandatory and binding arbitration administered by a retired state or federal judge on the American Arbitration Association (“AAA”) national roster of arbitrators who is able to conduct the arbitration in San Diego, California. If the parties are unable to agree on an arbitrator, an arbitrator shall be determined pursuant to Rules 15-20 of the AAA Consumer Arbitration Rules (“AAA Consumer Rules”) (presently available at https://www.adr.org/sites/default/files/Consumer-Rules-Web.pdf). This Arbitration Agreement is made pursuant to the Federal Arbitration Act and the Dispute will be decided by arbitration in accordance with the AAA Consumer Rules then in effect subject to the modifications described in this Section. At this time, the instructions for initiating AAA arbitration can be found at “R-1” of the AAA Consumer Rules and a template for a AAA Consumer Arbitration demand may be found at: https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_3.pdf. Except as provided herein, the arbitration shall be conducted in accordance with AAA Consumer Rules, rather than any federal or state rules of civil procedure. The AAA Consumer Rules may provide more limited discovery compared to federal or state rules of civil procedure. The arbitrator shall honor claims of privilege and privacy recognized under California law and shall take reasonable steps to protect all confidential information. Each party may be represented by legal counsel of their own choosing. Each party shall pay its own attorneys’ fees, provided that an arbitrator may award attorneys’ fees and costs to the prevailing party under any applicable statue or written agreement to the same extent attorneys’ fees or costs could be awarded in a court of law. To the fullest extent permitted by law, the expense of the arbitration will be shared equally between the parties. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The award or decision by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court. The arbitrator shall not have the authority to add to, amend, or modify existing law and all awards will be based solely on the law which would govern the Dispute if it had been brought in a court of law. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration. Prior to, during, and following any arbitration, the parties agree that the arbitration shall remain confidential. This arbitration agreement specifically excludes from coverage any Disputes relating to whistleblowers and/or unlawful retaliation arising under the Sarbanes-Oxley Act, Disputes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), and Disputes under the California Private Attorney Generals Act (PAGA). This arbitration agreement does not preclude the parties from seeking provisional remedies from a court of law (such as temporary restraining orders or preliminary injunctions) to the extent applicable law allows parties to an arbitration agreement to obtain such relief. A party seeking or obtaining such provisional remedies shall not be considered a waiver of that party’s right to arbitration under this arbitration agreement. This arbitration agreement does not preclude the parties from bringing applicable Disputes in the small claims court for the Superior Court of the County of San Diego, California. Nothing in this arbitration agreement is intended to affect or limit the parties’ right to file an administrative charge or otherwise seek relief from any administrative or federal or state government agencies (although if a party chooses to pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the provisions of this arbitration agreement). A party’s participation in any administrative proceedings shall not be considered a waiver of that party’s right to arbitration under this arbitration agreement. Except as provided herein, this arbitration agreement shall be governed by the Federal Arbitration Act and California law to the extent California law is not inconsistent with the Federal Arbitration Act.
Delegation to Arbitrator: UNLESS OTHERWISE STATED IN THIS AGREEMENT, IT IS THE INTENT OF THE PARTIES TO CLEARLY AND UNMISTAKEABLY DELEGATE TO AN ARBITRATOR (AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY) THE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, REVOCABILITY, UNCONSCIONABILITY, VALIDITY OR FORMATION OF THIS AGREEMENT, ANY DISPUTE RELATING TO THE ARBITRABILITY OF ANY DISPUTE, OR AND ANY DISPUTE THAT ONE OF THE PARTIES WAIVED THE RIGHT TO ARBITRATE. UDC will pay for all arbitration costs relating to the arbitrator’s determination of gateway issues of arbitrability, including any disputes that one of the parties waived the right to arbitration. Notwithstanding the above, the arbitrator is not authorized to make any award of attorneys’ fees or costs relating to the determination of gateway issues of arbitrability.
Intellectual Property Claims Exempted: Notwithstanding the above, the parties agree that any dispute, controversy, or claim involving the intellectual property rights of the parties or the parties’ affiliates or licensors may be brought in any state or federal court in the State of California, and the parties consent to exclusive jurisdiction and venue in such courts.

Class Action Waiver.
To the fullest extent permitted by law, any Dispute must be brought in the respective party’s individual capacity and on an individual basis only, and not as a plaintiff or class member in any purported class, collective, representative, multiple-plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration, and the arbitrator may award damages on an individual basis only. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE AND UNDERSTAND THAT THEY ARE WAIVING THEIR RIGHTS TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE ANY DISPUTE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, EXCEPT AS STATED HEREIN, THE PARTIES UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

Transactions.
UDC reserves the right to refuse orders placed on the Website for any reason. UDC may, in its sole discretion, limit or cancel quantities purchased per person, per business, or per order. These restrictions may include orders placed by or under the same customer Account, the same credit card, the same e-mail address, the same IP address, and/or orders that use the same billing and/or shipping address. In the event UDC changes or cancels an order, UDC will attempt to notify you by contacting the e-mail provided at the time the order was made. UDC reserves the right to limit or prohibit orders that, in UDC’s sole discretion, appear to be placed by unauthorized persons.

Notices.
UDC may provide you with notices, including those regarding changes to this Agreement and the Privacy Policy, by email or postings on the Website, but this section places no additional requirements on UDC unless expressly set forth herein. For any questions and inquiries regarding this Agreement and UDC’s practices, please send emails to hobbypolicy@upperdeck.com.

Waiver.
The failure to enforce any term or provision of this Agreement shall not be construed as a waiver by UDC of that term or provision. No term or provision of this Agreement will be considered waived, and no breach excused, by UDC unless such waiver or consent is in writing and signed on behalf of UDC. Any consent by UDC to, or waiver of, a breach by any user, shall not constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any user. The consent or approval by UDC of any act shall not be deemed as consent or approval to or of any subsequent similar acts.

Entire Agreement.
This Agreement, which incorporates the Privacy Policy, CDD Agreement, ad ITC, constitutes the entire agreement between you and UDC with respect to the Website and the subject matter herein. UDC may modify or amend this Agreement at any time and for any reason, and your continued use of the Website provides affirmative and continued acceptance of the terms and conditions set forth in this Agreement and any modifications thereof.

Severability.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, such portion, or provision, shall be, as to such jurisdiction, ineffective to the extent it is declared invalid or unenforceable and severable from the remainder of this Agreement. The validity and enforceability of the remaining provisions of this Agreement shall not be affected and the remainder of this Agreement shall remain enforceable to the fullest extent permitted by law.

Limitation of Actions.
You acknowledge and agree that any claim or cause of action you may have against UDC resulting from use of the Website or this Agreement must be commenced within two (2) years after the event has occurred, unless a shorter period applies under applicable law.

Force Majeure.
In the event UDC is unable to commence or complete the performance of its obligations or exercise its rights under the terms of this Agreement and/or in connection with the Website due to circumstances beyond its control, including, but not limited to, by reason of acts of God, fires, strikes, labor disputes, accidents, embargoes, riots, floods, earthquakes, pandemics, epidemics, wars, acts of terrorism, or governmental actions, UDC may suspend its obligations in connection with the Website, the Items, and this Agreement hereunder for a period equal to the period during which UDC is unable to commence or complete performance of its obligations for any of the reasons set forth herein.

Specific Performance and Injunctive Relief.
You acknowledge and agree that any breach of this Agreement or damage to the Website by you, on your behalf, or in connection with your account will cause immediate, irreparable injury to UDC where there is not an adequate remedy at law. UDC maintains the right to enforce this Agreement and any of its provisions by seeking injunction, specific performance, or other equitable relief without prejudice to any other legal or equitable relief to which it may have for breach of this Agreement and without the obligation to post a bond or other security and without any additional findings of irreparable injury, proving damages, or other conditions to injunctive relief.

Relationship of the Parties. The parties are considered for all intent and purposes to be independent contractors, and this Agreement will not be construed to create a partnership, joint venture, employment, or any other relationship. Neither party will have, or hold itself out to third parties as having, any authority to bind or enter into any kind, expressed or implied, in the name or on behalf of the other party. The parties shall be independently responsible for reporting and paying all taxes relating to their respective business and operations. This Agreement may not be modified unless such modification is in writing and signed by UDC.

Date last modified: February 21, 2023

Acceptance.
The Upper Deck Company B2B website, b2b.upperdeck.com, including any downloadable material through the website, and all information, content, material, and related services contained within (collectively the “Website”) are provided by The Upper Deck Company, a Nevada corporation, located at 5830 El Camino Real, Carlsbad, California 92008 (“UDC”). The Website is available for your use, as described herein, subject to your compliance with these B2B Terms and Conditions (the “Agreement”), the UDC Brands Privacy Policy (“Privacy Policy”), Certified Diamond Dealer Agreement (“CDD Agreement”) and the Invoice Terms and Conditions (“ITC”). Please read this Agreement carefully before using the Website.

Your registration data, as well as information that you may provide at other times during your use of the Website, is subject to the Privacy Policy which is incorporated herein and by reference into these terms.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU MEET THE REQUIREMENTS HEREIN, AND YOU HEREBY ACCEPT AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. THIS AGREEMENT IS A BINDING AGREEMENT BETWEEN YOU AND UDC, AND GOVERNS YOUR ACCESS AND USE OF THE WEBSITE, WHICH INCLUDES ANY INFORMATION, DATA, TOOLS, ITEMS OFFERED FOR SALE, SERVICES, AND OTHER CONTENT (TOGETHER, “CONTENT”) AVAILABLE ON OR THROUGH THE WEBSITE.
Items.
The Website provides users the opportunity to purchase certain collectable items on the Website (“Items”). Users may not list their own collectable(s) for sale on the Website.
Scope of License.
Subject to your agreement and continuing compliance with this Agreement, and any other relevant UDC policies, UDC grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, revocable, limited license to access and use the Website on your mobile, tablet, or desktop device for purchasing, viewing and shipping Items. You agree not to use the Website for any other purpose. Please be aware that this license only grants you permission to access and use the Website and its features, functionality, and intellectual property rights. Any sale, transfer, or attempted sale or transfer, of your Account or any aspect thereof is a material breach and violation of the license and the terms of this Agreement.

UDC reserves the right to change, suspend, or discontinue the Website and/or the availability of any feature, Item, or content, for any reason, at any time, with or without notice, and without liability to you or any third party, except as may be otherwise provided in this Agreement. UDC may also impose limits on certain features, functionality, and services or restrict your access to any or all parts of the Website without notice or liability.
Restrictions on Use of the Website.
You agree that you will NOT:
1. Misuse the Website or otherwise use the Website for purposes other than those set forth by this Agreement;
2. Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;
3. Use any disparaging or derogatory language in your operation and use of the Website;
4. Post, transmit, upload, or otherwise make available on the Website any content that (i) harasses, abuses, defames, or threatens other users; (ii) contains profanity or obscene or otherwise objectionable content; or (iii) degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability, or other classification;
5. Post, transmit, upload, or otherwise make available on the Website any content that (i) contains any other party’s intellectual property, unless you have all necessary rights to do so, or violates the intellectual property, privacy, publicity, or other personal rights of others; (ii) contains spam or other advertisements or solicitations (other than offers to trade), promotes commercial entities, or otherwise engages in commercial activity, except as explicitly authorized herein; and/or (iii) contains software viruses or any other computer code, files, or programs, which interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
6. Harass, bully, intimidate, or stalk other users through the Website, including but not limited to, sending repetitive and incessant trade requests;
7. Harvest or otherwise collect information about users without their knowledge or consent;
8. Engage in any fraudulent and/or misleading conduct, knowingly provide inaccurate, misleading, or false information regarding a transaction;
9. Sell or transfer your Account or any part thereof to anyone;
10. Violate any applicable federal, state, local, and international laws or regulations;
11. Unlawfully make available, distribute, upload, copy, and/or share any video, photos, downloads, or other content provided by UDC or through the Website, or any reproduction of such content, to any other website, app, streaming technology, peer-to-peer software, through text messaging or email, social media, messaging platforms, or any other unauthorized distribution channels unless expressly authorized to do so by UDC;
12. Use any meta tags or any other hidden text containing UDC’s, or any of its affiliates’ or their third party licensors’, name or trademarks;
13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;
14. Access any content not intended for your use or log on to a server or account that you are not authorized to access;
15. Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;
16. Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;
17. Use the Website to distribute spam by publishing or distributing repetitive commercial content;
18. Use the Website to sell or otherwise facilitate, further, or organize any sale for monetary consideration on the Website;
19. Infringe or violate, or permit others to infringe or violate, any UDC and/or third party rights in connection with avatars on the Website (including, without limitation, any intellectual property rights);
20. Attempt to override or avoid any limits or restrictions established by UDC;
21. Initiating an excessive number of chargeback requests or false chargeback requests, as determined by UDC in its sole discretion.
  
  Any violations of the above restrictions of this Agreement, or any attempts to violate this Agreement, may result in the immediate termination, restriction of Account access or suspension of your Account. Additionally, any violation of the above restrictions may result in the forfeiture of your right to purchase Items. Where access to your account is limited by UDC for twelve (12) consecutive months or more, UDC has the right to permanently disable and remove all contents from that Account. All determinations will be made by UDC in its sole discretion, on a case-by-case basis, taking into consideration the severity of the violation or attempted violation. The above restrictions are not intended to be exhaustive. UDC reserves the right, in its sole discretion, to determine what conduct it considers inappropriate use of the Website and to take such measures as it sees fit, including, but not limited to, preventing future purchases, removing content it deems offensive and objectionable, or suspending accounts. UDC also reserves the right to add to or amend this list of restrictions at any time.
  
  If you believe your Account has been compromised and used in violation of any of the above restrictions, or if you believe any user has violated the above restrictions, please contact UDC immediately as provided in Section 28 herein.
Creating an Account.
Anyone wishing to use or access the Website must first be a party to a fully executed, valid, and current CDD Agreement. Following execution of the CDD Agreement, UDC will register you for an account on your behalf using the information you provide in the CDD Agreement (“Account”). Accounts are non-assignable and non-transferable. You may not allow others to use or access your Account. You are solely responsible for any and all activity on your Account, whether or not you authorized the activity, including but not limited to, purchases made using any payment instrument, transfers, and shipments.
Account Information.
In order to register for an Account and/or purchase Items through the Website, UDC may ask you to select login credentials, which may include a password (“Login Credentials”). UDC may also ask you to provide certain personal information in the CDD Agreement in order to create your Account or to purchase Items, which may include your first and last name, country of residence, email address, mailing address, shipping information, payment information, and in some cases, telephone number (collectively, “Account Information”). Your Account Information will be held and used in accordance with the Privacy Policy. You agree to provide UDC with accurate, complete, and updated information with regard to all aspects of your Account on the Website. Failure to do so may limit your ability to access account recovery tools or your Account. UDC has the sole and absolute discretion to terminate your Account, restrict functions of the Website, or place a hold on a user’s Account who UDC believes to be in violation of any portion of this Agreement. You are responsible for maintaining the confidentiality of your Account, Login Credentials, and for restricting access to your Account.
Removing Account Information.
If you request in writing the erasure of your personally identifiable information pursuant to the terms in the Privacy Policy, your Account will be made permanently unrenderable and inaccessible (including the contents in the Account). In order to comply with such request, you must communicate to UDC as provided in Section 28 herein, in writing, your request for Account deletion, as well as confirmation that you have: (a) shipped any and all Items to your mailing address, and (b) relinquished all rights, title, and interest, where applicable, to your Account; failure to do so will delay UDC’s ability to delete your personally identifiable information. In order to delete your personally identifiable information, all Items in your Account will be deleted. You acknowledge and agree that your failure to comply with such terms may result in the forfeiture of all Items Account and you irrevocably waive any such rights and claims to such Items. UDC is not responsible for any damages or losses incurred pursuant to the deletion or loss of your personally identifiable information, Items, or Account contents. Please see the Privacy Policy for more information as to how to request the erasure of your personally identifiable information.
Account Disputes.
UDC reserves the right, in its sole discretion, to place a temporary hold on all or part of your Account pending any disputes regarding your Account of two hundred U.S. dollars ($200.00 USD) or more (a “Hold”). A Hold is defined as UDC’s capacity to limit, restrict, and/or prevent your capabilities on the Website including, but not limited to, logging in to the Website or purchasing Items. You acknowledge and agree that UDC shall be entitled to contest and recover any costs and fees, including, without limitation, attorneys’ fees, incurred due to chargebacks from users that occur in relation to transactions taking place on the Website, in UDC’s sole and absolute discretion.
Age Restrictions.
The Website is intended for the use of adults who are eighteen (18) years or older. If you are under the age of eighteen (18), you are not permitted to use the Website. By using the Website, you certify that you are at least eighteen (18) years of age. You agree to provide UDC with accurate information concerning your age or identity upon registration. You also agree not to assist minors under the age of eighteen (18) in accessing the Website.
Public Safety.
UDC may share your personally identifiable information with necessary third parties, agencies or persons in the event UDC, in good faith, believes it will (a) prevent physical injury or harm to yourself or members of the public, (b) protect the rights, property, or safety of UDC or third parties, and/or (c) report a crime or other offensive behavior.
Purchases.
1. In-Stock Items. All orders will be shipped to your brick and mortar location.
2. Purchase Disclaimers: All Items depicted on the Website are for demonstrative purposes only and is subject to change at UDC’s sole discretion without further notice. The image, depiction, photograph, or rendering of the Item displayed on the Website are for illustrative purposes only and may not be an exact representative of the Item. UDC reserves the right to change the Item image and specifications at any time without notice. Refer to Section 15 herein for complete information regarding returns, refunds and exchanges.
Payment Information.
1. Credit Card Information. If you wish to purchase an Item on the Website, you will be asked to supply certain information including your credit card and/or other payment information. All purchases made on the Website are shown and processed in United States Dollars (“USD”). By purchasing an Item, you acknowledge and agree that your credit card company or bank may convert the charges from USD to your applicable country’s currency and you agree to pay any additional fees with respect to such conversion. You agree that UDC has permission to process payment using third-party vendors of its choosing. You agree that all payment information that you provide will be accurate, complete, and current and that you have authorization to use and provide such information. You agree to pay all charges incurred by users of your credit card or other payment mechanisms at the prices in effect when such charges are incurred. UDC reserves the right to change prices for Items available on the Website at any time for any reason.

International Shipments. For all shipments of Items outside of the United States of America (“USA”), duties or a goods and services tax (“GST”) may be applied or collected at or before shipment. The duties and GST are calculated at the applicable rates for each Item being shipped.

Shipping.
Items may be shipped from UDC or the manufacturer. UDC does not guarantee any shipping timeframes and is not liable for any shipping disruption, cancellation, or delay. UDC may, but without any obligation, attempt to notify you if there is any shipping disruption. UDC is not responsible for any loss or damage incurred during the shipping of the Items.

Sale of Autographed Items.
To California Residents. With respect to the sale of autographed Items offered solely by UDC for fifty U.S. dollars ($50.00 USD) or more and purchased by California residents, the following notice is provided pursuant to California Civil Code § 1739.7:
SALE OF AUTOGRAPHED MEMORABILIA: AS REQUIRED BY LAW, A DEALER WHO SELLS TO A CONSUMER ANY MEMORABILIA DESCRIBED AS BEING AUTOGRAPHED MUST PROVIDE A WRITTEN CERTIFICATE OF AUTHENTICITY AT THE TIME OF SALE. THIS DEALER MAY BE SURETY BONDED OR OTHERWISE INSURED TO ENSURE THE AUTHENTICITY OF ANY COLLECTIBLE SOLD BY THIS DEALER.

The Upper Deck Company

5830 El Camino Real

Carlsbad, CA 92008

Attn: General Counsel

Email: contracts@upperdeck.com

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works is covered by a single notification, a representative list of multiple works;

Information reasonably sufficient to permit UDC to contact the complaining party (e.g., complaining party’s address, phone number, email address, etc.);

A statement that the complaining party has a good faith belief that the use of the material in dispute is not authorized by the copyright owner, its agent, or the law; and