USER AGREEMENT: WEBSITE TERMS AND CONDITIONS OF USE

The Upper Deck Company Store User Agreement: Terms and Conditions of Use

Date last modified: May 1, 2019 

  1. AcceptanceThe Upper Deck Store website, https://www.upperdeckstore.com, any material on the Upper Deck Store website including all related features, functionality, and products, 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 The Upper Deck Company Store Terms and Conditions of Use (the “Agreement”) as well as The Upper Deck Company Privacy Policy (“Privacy Policy”) (available at http://www.upperdeckstore.com). Please read this Agreement carefully before using the Website.

The Website is intended for the use of adults 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 and identity upon registration. You also agree not to assist minors under the age of eighteen (18) in accessing the Website.

BY ACCESSING OR USING THE WEBSITE, YOU HEREBY ACCEPT AND AGREE TO COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. 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.

Anyone making a purchase on the Website must register for his or her own account. Accounts are non-assignable and non-transferable. You may not allow others to use or access your account. If you allow others to use or access your account, you are solely responsible for any and all of their activity on your account.

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

  1. Scope of LicenseSubject 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, revocable limited license to access and use the Website on your mobile, tablet, or desktop device in order to view and purchase certain UDC products. 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; it does not grant or transfer any title, interest, or ownership to you. Any sale, transfer, or attempted sale or transfer, of your Website account is a material breach and violation of the license and the terms of this Agreement.

UDC reserves the right to change, suspend, or discontinue any Content and/or the availability of any product offered for sale on the Website or any feature 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 and services or restrict your access to parts or all of the Website without notice or liability.

  1. Restrictions on Use of the Website.  UDC reserves the right, in its sole and absolute discretion, to change, suspend, or discontinue the Website, your ability to make purchases on the Website, your account, and/or the availability of any feature 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 refuse any attempt to purchase product on the Website or cancel any purchases made on the Website at any time and for any reason or no reason without penalty. Under this Agreement you or any agents on your behalf may not:
    • Modify, alter, reproduce, or copy the Content on the Website;
    • Attempt to decompile or reverse engineer any software contained on the Website;
    • Infringe on UDC’s and its affiliates’ and third party licensors’ trademarks, tradenames, service marks, logos, symbols, identifications, processes, patents, copyrights, domain names and underlying codes and intellectual property, publicity rights, moral rights, and any other intellectual property rights, whether or not issued, as well as any derivatives, modifications, and improvements thereof (collectively, “Intellectual Property”);
    • Use or reproduce the Content, including, but not limited to Intellectual Property, for any commercial purpose, or for any public, commercial or noncommercial display;
    • Engage in any fraudulent and/or misleading conduct or use any false information in creation of your account;
    • Knowingly provide inaccurate, misleading, or false information regarding a transaction on the Website;
    • Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;
    • Fail to pay for items purchased by you, unless you have a valid reason as set forth in this Agreement;
    • Violate any applicable federal, state, local, and international laws or regulations;
    • Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;
    • Access any Content not intended for your use or log onto a server or account that you are not authorized to access;
    • Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;
    • Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;
    • Remove, alter, erase, or modify any copyright or other proprietary notations from the materials; or
    • Transfer, license, or permit the materials to another person or “mirror” the materials on any other server.

Violation of the above restrictions, or any attempts to violate the restrictions, may result in the immediate termination or suspension of your account(s). Additionally, any violation of the above restrictions on access or security may result in the forfeiture of your right to make any purchases. 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 to be an inappropriate use of the Website, and to take such measures as it sees fit, including, but not limited to, removing or suspending accounts. This Agreement shall automatically terminate at any time with or without notice if, in UDC’s sole discretion, you violate, or are suspected of violating any of these restrictions or any portion of this Agreement. Subsequently, this may result in the immediate termination or suspension of your account(s), your ability to access the Website, and ability to make purchases on the Website. Additionally, upon such termination, you must destroy any downloaded materials in your possession whether in electronic or printed format, and provide UDC with written confirmation of such destruction within forty eight (48) hours of the termination date.

  1. PurchasesIf you wish to purchase any product on the Website, you will be asked to supply certain information including credit card and/or other payment information. All purchases made in connection with the Website are shown and processed in United States Dollars (USD). By making any purchases in connection with the Website, you acknowledge and agree that your credit card company may convert the charges from USD to your applicable country’s currency and additional fees may apply 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 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 mechanism at the prices in effect when such charges are incurred. UDC reserves the right to change prices for products available on the Website at any time. In accordance with state and local law, your purchases on the Website will be taxed using the applicable sales and/or use tax rate for your shipping address, which will be reflected in a confirmation email. You will be responsible for paying any applicable taxes, along with any applicable fees, relating to your purchases.

UDC does not warrant that product descriptions or other Content of the Website are accurate, complete, reliable, current, or error-free. If a product offered by UDC itself is not as described, your sole remedy is to return it in unused condition in accordance with Section 8. Further, at any time and for any reason, UDC reserves the right to modify, discontinue, or temporarily or permanently suspend the products offered for sale on the Website with or without notice. You agree that UDC is not liable to you or any third party in any way for any modification, suspension, or discontinuance of all or some of the products offered for sale on the Website. You acknowledge and agree that UDC offers products and sets prices in reliance on the warranty disclaimers, releases, and limitations on liability set forth in this Agreement.

UDC reserves the right refuse or cancel orders placed on the Website. 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, and/or orders that use the same billing and/or shipping address. UDC reserves the right to investigate all orders suspected to be in violation of this Agreement. In the event UDC makes a change to or cancels an order, UDC will attempt to notify you by contacting the e-mail and/or billing address/phone number 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. Additionally, UDC may, in its sole discretion, limit or cancel orders due to excessive chargebacks. 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 five hundred dollars ($500.00) or more. A hold is defined as UDC’s capacity to limit, restrict, and/or prevent a user’s capability to purchase, trade, transfer, or ship products.

UDC will not sell or ship Marvel products to consumers residing or located outside of the following territories: Australia, Canada, Cook Islands, French Polynesia, New Zealand, Pitcairn Islands, United States and its territories and possessions, and Western Samoa.

UDC’s sale and shipment of Grandeur coins is limited to United States of America and Canadian residents and expressly excludes any users residing in or located outside of the United States of America or Canada.

With respect to the sale of autographed items offered for sale on the Website for Five Dollars ($5.00) 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.
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.
  1. AccountUDC may ask you to create an account and select a password and/or provide UDC with certain personal information, which may include your name, birth date, country of residence, e-mail address, address, shipping information and, in some cases, payment information. This information will be held and used in accordance with UDC’s Privacy Policy, which is incorporated herein. You agree to provide UDC with accurate, complete, and updated information with regard to all aspects of your Website account. Failure to do so may limit your ability to access account recovery tools or your account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. You are solely responsible for any activity in your account whether or not authorized by you, including purchases made using any payment instrument.

  2. ShippingShipping costs are subject to change and will vary depending on the product shipped. All shipping options are available for selection at checkout. Shipping add-on options are available at an additional cost for select products. UDC does not guarantee any shipping timeframes. UDC is not liable for any shipping disruption or delay. UDC may, but is not obligated to, attempt to notify you if there is any shipping disruption. UDC is not responsible for any loss or damage incurred during the shipment of products. UDC will ship orders Monday through Friday, excluding federal holidays or other days UDC is not open for business. Some rural addresses are excluded from delivery by UDC’s shipping carriers. Shipping may also be disrupted due to unpreventable weather, mechanical or operational failures, terrorism, or other delays out of UDC’s control. UDC is not liable for any shipping disruption or delay. UDC will, but is not obligated to, attempt to notify customers if there is any shipping disruption.
  1. Returns and ExchangesUpper Deck Authenticated (“UDA”) products may be returned within fifteen (15) days from delivery using the return authorization form and following the instructions enclosed with your purchase, provided you purchased such UDA products directly on the Website. Any non-UDA products must be sealed and returned within thirty (30) days from delivery using the return authorization form and following the instructions enclosed with your purchase, provided you purchased such non-UDA products directly on the Website. To be eligible for a return, all products must be unused, contained and sealed in the original packaging, and in the same condition received. You are responsible for any and all shipping costs associated with any UDA and non-UDA product returns. Original shipping charges are not refundable. After thirty (30) days from delivery, all products purchased on the Website are non-refundable and all sales are final.

    All returns are subject to the following terms, which may be modified by UDC at any time without notice. UDC reserves the right to refuse any return that does not comply with the following:
  • No returns will be accepted without a Return Authorization Number.
  • All items must be returned in the original packaging, with all included accessories.
  • Returns must also include original proof of purchase (copy of the internet order and credit card receipt).
  • You are responsible for lost or stolen return shipments; accordingly you are responsible to insure and/or obtain tracking information from the carrier when returning product.
  • A fifteen percent (15%) restocking fee will apply to all returns, unless the return is due to product defects, as determined by UDC in its sole discretion.
  • If you received defective product or product damaged while in transit, please contact UDC’s Customer Service Team at 1-800-873-7332 within forty-eight (48) hours of delivery of your shipment. UDC’s Customer Service Team will assist you with the return process and requirements, including issuing a “call tag” in order to have your package picked up by and returned to us.
  • If UDC determines, in its sole discretion, that your purchase was damaged while in transit or is defective, UDC will issue a full refund of the purchase price and shipping charges.
  • All refunds for returns will be credited to the original credit card used to complete the purchase.

UDC will not issue a refund for any damage caused by or resulting from a failure to follow the above terms, as determined by UDC in its sole discretion. Returns that do not comply with these terms will not be processed and credits will not be issued. UDC will not accept any returns, exchanges, or refunds related to products that are not purchased on the Website.

  1. Reviews, Comments, and Electronic CommunicationsAny communication or material you transmit to the Website or a UDC affiliated website by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by UDC or its affiliates and related entities for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and posting. Additionally, you understand that any reviews, comments, or ratings you conduct and feature on any public website, forum or link on the Website, application, forum, or third party medium that allows for the sharing of information may be shared or republished by UDC with or without your consent. By posting any content on UDC affiliated websites, you grant UDC a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant UDC and sublicensees the nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content name that you submit in connection with such content throughout the world in any media. UDC is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Website for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.

You represent and warrant that all of your reviews and comments  accurate, that use of the content you supply does not violate this Agreement and will not cause injury to any person or entity, and that you will indemnify and hold harmless UDC for all claims resulting from content you supply. UDC has the right, but not the obligation, to monitor, edit, and/or remove any activity or content without notice to or consent from you. UDC takes no responsibility and assumes no liability for any content posted by you or any third party. You agree that all agreements, notices, disclosures, and other communications that UDC provides to you electronically satisfy any legal requirement that such communications be in writing. Furthermore, UDC takes no responsibility and assumes no liability for any content posted by you or any third party.

Where you opt-in, you consent to receive communications from UDC electronically, such as e-mails, texts, notices and messages on the Website. You agree that all agreements, notices, disclosures, and other communications that UDC provides to you electronically satisfy any legal requirement that such communications be in writing. Furthermore, UDC is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Website for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.

  1. Proprietary and Intellectual Property Rights.  All Website material, including, but not limited to, Intellectual Property, 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 and is and may be protected by patent, copyright, trademark, and other intellectual property rights. The Website material is made available solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, altered, reverse engineered, or distributed in any way, including by email or other electronic means, without the express prior written consent of UDC in each instance. You acknowledge the validity of UDC’s Intellectual Property and will respect such Intellectual Property rights. UDC, its affiliates, and/or third party licensors, as applicable, solely retain and will continue to solely retain all rights and title to and interest in the Intellectual Property. Nothing contained in the Website or this Agreement 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. Intellectual Property may not be used without the express written prior permission of UDC. By using the Website, you agree not to oppose or seek to cancel or challenge, in any way, any Intellectual Property rights. You agree not to remove any copyright, proprietary, or identification markings included within the products on the Website and not to create any derivative works based on UDC’s Intellectual Property. Additionally, you shall not use any trademarks, tradenames, logos, company names, or other designations, and will not attempt to register any trademarks, trade names, logos, company names, or other designations similar or confusingly similar to the Intellectual Property. You acknowledge that UDC, its affiliates, and/or third party licensors, as applicable, solely own and retain all rights, title, and interest in and to Intellectual Property in or associated with products, and agrees that it will not at any time during or after this Agreement claim any interest in or do anything that may adversely affect the validity of any Intellectual Property.

You shall not use any Intellectual Property, including but not limited to, UDC’s and its affiliates’ and third party licensors’ trademarks, copyrights, and patents, domain names, and all other intellectual property, tradenames, logos, company names, or other designations nor attempt to register any trademarks, trade names, logos, company names, or other designations similar to UDC’s in any way as to cause or potentially create confusion or deception. Any misuse of the material, content, or Intellectual Property on the Website is strictly prohibited. UDC will aggressively enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.
The availability of any product offered on the Website is strictly contingent upon UDC obtaining and maintaining relevant licenses with certain third-party licensors. If UDC does not obtain or maintain such requisite licenses at any time and for any reason, UDC may, in its sole discretion, discontinue the affected product.

  1. Denial of Access and TerminationIf in, UDC’s sole discretion, you fail to comply with any provision of this Agreement, UDC may deny you access to the Website and/or the ability to complete any purchases initiated on the Website. In the event of denial of access by UDC, you are no longer authorized to access the Website or make purchases on the Website. UDC may terminate or suspend indefinitely the Website and any or all of its functions, any products offered for sale on the Website, any and all related services, and any registered account immediately, without prior notice or liability, for any reason including, without limitation, if you breach any terms and conditions of this Agreement. As noted above in Section 3, any violation or attempt to violate this Agreement may result in the immediate termination of your account, to be determined by UDC in its sole discretion, on a case-by-case basis in addition to and without waiving any other legal or equitable remedies available to UDC. The consequences of such termination and any action affecting your account shall also be determined by UDC, in its sole discretion, taking into consideration the severity of the violation or attempted violation. Upon termination of your account by UDC, your right to use the Website and make purchases on the Website will immediately cease. UDC may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

  2. DMCA Notice of Copyright InfringementThe 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 or its contents, 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.        A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
B.         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;
C.         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 UDC to locate the material;
D.        Information reasonable sufficient to permit UDC to contact the complaining party (e.g., complaining party’s address, phone number, email address, etc.);
E.         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
F.         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.

You are encouraged 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 to terminate any user's access to the Website if UDC determines that the user is a "repeat infringer." UDC does not have to notify the user before UDC does so.

  1. Technological Problems and Website ErrorsThe materials appearing on the Website could include technical, typographical, or photographic errors. UDC does not represent or warrant that any of the materials or Content on the Website are accurate, complete, or current. UDC, in its sole discretion, may make changes to the materials contained on the Website at any time without notice. UDC is not obligated to update, modify, or verify the accuracy of the materials, and you hereby agree that you are not relying on the accuracy, completion, or current condition of the materials. UDC is not liable for any Website technological problems and any impact that they may have. All or any portion of the Website may not be available and may not function properly at any time. UDC makes reasonable efforts to avoid technological problems, but at any time the Website may have and may cause problems such as viruses and other damaging computer programming routines or engines. UDC takes reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but UDC disclaims liability for any interception of data or communications. UDC is not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Website.

  2. Changes to the WebsiteUDC reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement at any time, including without limitation access policies, the availability of any feature of the Website (including UDC servers), hours of availability, Content, data, software or equipment needed to access the Website, or products offered for sale on the Website effective with or without prior notice. Your continued use of the Website following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. UDC may change, modify, suspend, or discontinue any aspect of the Website, at any time. UDC may also impose limits on certain features or restrict your access to parts or all of the Website without notice or liability.

  3. Third-Party Websites, Extensions, and AppsUDC makes no representations whatsoever about any other website, extension, link, or app that you may access through the Website. UDC does not warrant the use of any third party apps or extensions. When you access a non-UDC website, extension, or app, it 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 website. You agree and acknowledge that you use third party apps and extensions at their own risk. UDC has not reviewed all of the websites, extensions, and apps linked to the Website, and is not responsible or liable in any way for any complications, security breaches, or any other damages that arise from any third-party website, extension, or app. Nor is UDC 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 app. Furthermore, a hyperlink to a non-UDC website, extension, or app does not in any way imply or express that UDC endorses or accepts any responsibility for the content, or the use, of the linked website.

  4. Promotions and Promotional CodesThe Website may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.

The Website promotion codes are redeemed during the ordering process at checkout. Discounts are offered and redeemable only for products available at the time of the order and must be applied at the same time your order is placed, subject to the expiration date listed (where applicable). Discounts are not valid for certain products including, without limitation, some limited-edition items, memorabilia, trading cards and games. Discounts do not apply to previous orders and may not be used in conjunction with other discounts, coupons, offers or previously discounted items. To redeem a promotional code, you must be and eighteen (18) years or older. Use of promotion codes are void where prohibited or restricted by law. For direct inquiries regarding promotional codes, email ud_info@upperdeckstore.com.

  1. Disclaimer of WarrantyTHE WEBSITE AND ITS CONTENT, INCLUDING ALL GOODS SOLD IN CONNECTION WITH THE WEBSITE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. UDC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE WEBSITE, PRODUCTS OFFERED FOR SALE ON THE WEBSITE, ALL CONTENT, MATERIALS, OR INFORMATION CONTAINED WITHIN. UDC SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ANY PRODUCTS PURCHASED ON OR IN CONNECTION WITH THE WEBSITE. No warranties arise from implication or by reason of custom or usage in trade or by course of dealing. UDC DOES NOT REPRESENT OR WARRANT THE AVAILABILITY, VALUE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UDC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND HYPERLINKED WEBSITES ON THE WEBSITE, INCLUDING FOR ANY DAMAGE TO YOUR OPERATING SYSTEM OR LOSS OF DATA. IT IS ALSO YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT 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 THROUGH NO FAULT OF UDC.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR ALL PRODUCTS PURCHASED ON AND IN CONNECTION WITH THE WEBSITE. 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 PRODUCTS AND USING THE WEBSITE AT YOUR OWN RISK. UDC DOES NOT MAKE ANY GUARANTEES, DETERMINATIONS, RESPRESENTATIONS, OR WARRANTIES REGARDING UDC GOODS NOT PURCHASED ON THE WEBSITE.

UNDER ALL CIRCUMSTANCES, YOUR SOLE REMEDY FOR DISSATISFACTION WITH WEBSITE, IN-WEBSITE PURCHASES, THE WEBSITE’S RELATED SERVICES, AND/OR HYPERLINKED WEBSITES IS TO CEASE USING THE WEBSITE.

  1. Limitation of LiabilityIN NO EVENT SHALL UDC, ITS AFFILIATES, LICENSORS, DIRECTORS, EMPLOYEES, AGENTS, AND SPONSORS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, PRODUCTS SOLD IN CONNECTION WITH THE WEBSITE, THE WEBSITE, AND CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBITE, AND/OR ANY HYPERLINKED WEBSITE.

  2. Indemnification.  You agree to indemnify and hold harmless UDC, its affiliates, subsidiaries, employees, contractors, telecommunication providers, Content providers, licensors, and assignees 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 attorneys’ fees) made by any third party arising from or related to your use of the Website, any transaction resulting from your use of the Website, account, purchases in connection to the Website, violation of the terms of this Agreement, and/or violation of any proprietary or privacy rights of another. In the event of such defense, UDC shall select legal counsel, and you will not enter into any settlements or make any admissions on the Indemnified Parties’ behalf without the Indemnified Parties’ prior written consent. In the event that, within ten (10) business days following the receipt of written notice from UDC of any such Claim, you do not accept requested defense of or indemnification for any Claim which indemnification is required, UDC shall have the full right to defend against and settle any such Claim at your sole expense, including, but not limited to, attorney’s fees, and costs. This indemnification obligation shall survive any termination of this Agreement

  3. Choice of Law; Dispute Resolution; Class Action WaiverThis 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 provisions that require the application of the law of any other state. Any dispute, controversy or claim (“Dispute”) arising out of or relating in any way to the provisions of this Agreement shall be resolved by one arbitrator through binding arbitration administered by a retired judge on the JAMS panel in San Diego, California. The arbitrator shall be mutually agreed upon by the parties. This clause is made pursuant to the Federal Arbitration Act and the Dispute will be decided by arbitration in accordance with the Commercial Arbitration Rules of JAMS then in effect as modified herein. The arbitration shall be conducted in accord with this arbitration provision and the JAMS Rules, which may limit discovery. The arbitrator shall not apply any federal or state rules of civil procedure for discovery, but the arbitrator shall honor claims of privilege recognized at law and shall take reasonable steps to protect Confidential Information. The decision of the arbitrator will be final and binding upon the parties hereto, and 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. Prior to, during, and following any arbitration, the parties agree that they shall not hold any form of press conference or in any way publicize any matters regarding or related to such arbitration or Dispute.

Notwithstanding the above, to the extent you have in any manner violated or threatened to violate UDC’s intellectual property rights, or the intellectual property rights of its affiliates or licensors, UDC may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts.

Any Dispute must be brought in the respective party’s individual capacity, 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. 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. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU AND UDC UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION.

  1. WaiverThe failure to enforce any term or provision of this Agreement shall not be construed as a waiver by UDC. 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.

  2. Entire AgreementThis Agreement, which incorporates the Privacy Policy, 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.

  3. SeverabilityIf 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 ActionsYou 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.

Contact UDC; NoticeFor any questions and inquiries regarding this Agreement and UDC’s practices, please email ud_info@upperdeckstore.com.

Construction. This Agreement shall not be construed against any party on the grounds that such party drafted the Agreement or caused it to be drafted.

Grandeur Coins.  By purchasing Grandeur coins on the Website, you agree you have read, understand, agree to, and comply with the applicable (1) official rules and (2) release, indemnity, and consent to publicity.

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, wars, acts of terrorism, or governmental actions, UDC will be entitled to suspend its obligations in connection with the Website 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 or on your behalf will cause immediate, irreparable injury to UDC. In the event you breach any portion of this Agreement, UDC shall be entitled to equitable relief by way of injunction, specific performance, or otherwise, in addition to other legal and equitable remedies available, 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.

 

 

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