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USER AGREEMENT: WEBSITE TERMS AND CONDITIONS OF USE

USER AGREEMENT: WEBSITE TERMS AND CONDITIONS OF USE

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

Date last modified: May 3, 2023

1. Acceptance. The 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), which are incorporated herein by reference. Please read this Agreement carefully before using the Website.

The Website is intended for the use of adults eighteen (18) years or older and who are the age of majority in your state, province or territory of residence. If you are under the age of majority in your state, province or territory of residence, you are not permitted to use the Website. By using the Website, you certify that you are at least eighteen (18) years of age and the age of majority in your state, province or territory of residence. 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) and the age of majority 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/ her/their 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.

 

2. 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, 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.

 

3. 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:

  1. Modify, alter, reproduce, or copy the Content on the Website;
  2. Attempt to decompile or reverse engineer any software contained on the Website;
  3. Infringe on UDC’s and its affiliates’ and third party licensors’ trademarks, tradenames, service marks, logos, symbols, identifications, processes, patents, copyrights, domain names andunderlying 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”);
  4. Use or reproduce the Content, including, but not limited to Intellectual Property, for any commercial purpose, or for any public, commercial or noncommercial display;
  5. Engage in any fraudulent and/or misleading conduct or use any false information in creation of your account;
  6. Knowingly provide inaccurate, misleading, or false information regarding a transaction on the Website;
  7. Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;
  8. Fail to pay for items purchased by you, unless you have a valid reason as set forth in this Agreement;
  9. Violate any applicable federal, state, provincial, local, and international laws or regulations;
  10. Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;
  11. Access any Content not intended for your use or log onto a server or account that you are not authorized to access;
  12. Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;
  13. Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;
  14. Remove, alter, erase, or modify any copyright or other proprietary notations from the materials; or
  15. 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.

 

4. Purchases. If 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 including but not limited to card number, expiration date, CVV, First and Last Name, billing/shipping address, PayPal account number, email address, etc.  UDC utilizes secured third parties to collect and store the aforementioned information supplied by you for purchases. For more information on how UDC uses your data and information visit our Privacy Policy. 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.

Any use of PayPal for payment processing will be at your own risk, and subject to PayPal’s  terms and conditions. Any information you provide to PayPal will be governed by PayPal’s terms and conditions, including, without limitation, confidentiality, privacy and security. Upper Deck disclaims liability for any loss, damage, costs, fees, and any other consequence resulting directly or indirectly from or relating to your access to PayPal or any information that you may provide or any transaction conducted on or via PayPal.

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 7 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.

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.

 

5. Account. UDC 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.

If you request in writing the erasure of your Account 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 26 herein, in writing, your request for Account deletion, as well as confirmation that you have relinquished all rights, title, and interest, to your Account; failure to do so will delay UDC’s ability to delete your Account Information. UDC is not responsible for any damages or losses incurred pursuant to the deletion or loss of your Account Information or Account contents. Please see the Privacy Policy for more information as to how to request the erasure of your Account Information. 

 

6. Shipping. Shipping 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 U.S. 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.

 

7. Returns and Exchanges. ALL PRODUCTS SOLD AND/OR PROMOTED ON THE WEBSITE ARE NON-REFUNDABLE, AND NON-EXCHANGEABLE, with a limited exception for damaged Products, which shall be determined in UDC’s sole discretion. If you receive a Product you believe is damaged, you must contact UDC within fourteen (14) calendar days from the date the Product delivery date. If your country of residence is located within the European Union, by purchasing unopened games and gallery prints on the Website, you may request a refund within fourteen (14) days from the date of purchase.  After the expiration of such period, 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 such purchase. Notwithstanding, such policies do not apply to sales of UDA Monumental and Bucket Products which are final and may not be returned. 
 

8. Reviews, Comments, and Electronic Communications. All information and communications collected pursuant to this section shall adhere to UDC’s Privacy Policy. Any 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 are accurate, that use of the content you supply does not violate this Agreement or the rights (including intellectual property rights) of any third party, 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.

 

9. 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. UDC’s 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.

 

10. Denial of Access and Termination. If, 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.
 

11. 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 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:

  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 UDC to locate the material;
  4. Information reasonable 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.
     

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.

 

12. Technological Problems and Website Errors. The 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.
 

13. Changes to the Website. UDC 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.
 

14. Third-Party Websites, Extensions, and Apps. UDC 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.
 

15. Promotions and Promotional Codes. The 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 eighteen (18) years or older and the age of majority in your jurisdiction of residence or older. Use of promotion codes are void where prohibited or restricted by law. For direct inquiries regarding promotional codes, email ud_store@upperdeckstore.com.

 

16. Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE 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.

 

17. Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, IN 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.
 

IN ANY EVENT, THE TOTAL LIABILITY OF UDC TO YOU FOR ANY REASON WHATSOEVER RELATED TO THE WEBSITE OR PRODUCTS SOLD IN CONNECTION WITH THE WEBSITE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO THE UDC IN THE PRECEDING 12 MONTHS OR TEN U.S. DOLLARS ($10 USD), WHICHEVER IS GREATER. 

 

18. 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, lawyer’s fees, and costs. This indemnification obligation shall survive any termination of this Agreement.
 

19. 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.  

 

20. Dispute Resolution. 

a. Arbitration: Except as specifically excluded herein, you agree as to you and UDC (collectively the “Parties”)  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 an 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. You agree as to the Parties that each party may be represented by legal counsel of their own choosing. You agree as to the Parties that 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 statute or written agreement to the same extent attorneys’ fees or costs could be awarded in a court of law. 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. You agree as to the Parties that any 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.

 

b. 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.

 

c. Intellectual Property Claims Exempted: Notwithstanding the above, you agree as to the Parties 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.

 

21. 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”). You agree as to the Parties you 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, YOU AGREE AS TO THE PARTIES THAT THE PARTIES AGREE AND UNDERSTAND THAT THE PARTIES 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.

 

22. No Waiver. The 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.
 

23. Entire Agreement. This 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.
 

24. 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.
 

25. Limitation of Actions. You 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.
 

26. Contact UDC; Notice. You acknowledge and agree UDC may provide you with any notices by email or postings on the Website. By providing UDC with your email address, you consent to UDC sending you notices using the email address you provide. Notices sent by email will be effective sent by UDC. It is your responsibility to keep your email address current. For any questions and inquiries regarding this Agreement and UDC’s practices, please email ud_store@upperdeckstore.com.
 

27. 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.
 

28. 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.
 

29. 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.
 

30. Assignment. You may not assign any of your rights or obligations under these terms, whether by operation of law or otherwise. You acknowledge and agree UDC may assign its rights and obligations under this Agreement in UDC’s sole discretion to an affiliate, or a third party in connection with an acquisition, sale or merger without notice to or consent from you. 

 

31. No Third Party Beneficiaries. The terms in this Agreement do not and are not intended to confer any rights or remedies upon any person or entity other than you. 

 

32. 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.

 

 

 

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