UCZ SLABS Grading Terms and Conditions

As part of making a submission to UCZ SLABS, UCZ SLABS Customers must read and affirmatively agree to the following UCZ SLABS Grading Terms and Conditions (the “Agreement”) in order to advance through and complete their order as part of the online submission process. UCZ SLABS Customers agree to abide by this Agreement and further agree that UCZ SLABS is entitled to rely upon and benefit from this Agreement, as part of the UCZ SLABS submission process.

UCZ SLABS will endeavor to grade items within the time frame, if any, offered as part of a UCZ SLABS grading service. However, UCZ SLABS will have no liability whatsoever to Customer for incidental or consequential damages due to UCZ SLABS's failure to grade any items within any time frame. All days are business days.

UCZ SLABS will not grade items which bear evidence of trimming, recoloring, restoration or any other form of tampering, or are of questionable authenticity, and Customer agrees not to knowingly submit any such items. Customer agrees that in the event UCZ SLABS rejects any items for grading, UCZ SLABS shall not refund the amount paid by Customer because the determination to reject an item requires a review by UCZ SLABS's graders and authenticators. Customer represents and warrants that he/she has no knowledge and no reasonable basis to believe that any item submitted for grading has been altered in any way or is not genuine.

Grading involves individual judgments that are subjective and require the exercise of professional opinion, which can change from time to time. Therefore, UCZ SLABS makes no warranty or representation and shall have no liability whatsoever to Customer for the grade assigned by UCZ SLABS to any item. Amount paid to UCZ SLABS is NON-REFUNDABLE once the item begins the authentication and/or grading process.

UCZ SLABS will exercise reasonable care in handling items submitted for grading, review, or reholdering. However, if UCZ SLABS determines that Customer's item was lost or damaged while in UCZ SLABS' possession, Customer will be compensated based upon the fair market value of the item as determined by UCZ SLABS standard procedures, which may include filing a claim with our insurance carrier. The declared value you provided with this submission is for estimating the insurance coverage only, and the fair market value of the item may be less than your declared value. IN NO EVENT SHALL THE TOTAL LIABILITY EXCEED THE DECLARED VALUE OF THE ITEM. Such compensation shall be Customer's exclusive remedy for any loss or damage. UCZ SLABS reserves the right to decline your Declared Value and to require you to pay for the accurate Service Level as a condition of completing the authentication and grading process.

Customer must inspect all items immediately upon receipt and UCZ SLABS disclaims any liability for damage or discrepancies or errors, including, but not limited to, errors in the description of the item unless reported to UCZ SLABS within five (5) days of Customer's receipt of the item(s). Customer agrees to return any incorrectly described item to UCZ SLABS upon request for correction and agrees to indemnify and hold UCZ SLABS harmless from any and all losses and/or claims caused by the circulation or sale of incorrectly described items

UCZ SLABS shall have no liability whatsoever to Customer, or any third party for whom Customer may be acting, (i) for any personal injury or (ii) any damage to any item, or otherwise, resulting from the breaking open of a UCZ SLABS item holder, or for any damage to any item that UCZ SLABS can reasonably demonstrate occurred while the item was not in the custody or control of UCZ SLABS including, but not limited to, loss or damage to items while being shipped to UCZ SLABS, or while being shipped by UCZ SLABS to Customer by a method selected and paid for by Customer.

Except as expressly set forth herein to the contrary, UCZ SLABS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, REGARDING UCZ SLABS' GOODS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Notwithstanding anything to the contrary contained herein, THE MAXIMUM AGGREGATE LIABILITY THAT UCZ SLABS SHALL HAVE TO CUSTOMER, OR ANY THIRD PARTY FOR WHOM THE CUSTOMER MAY BE ACTING, ARISING FROM ANY CAUSE, ACT, OMISSION OR OTHER CIRCUMSTANCE, SHALL IN NO EVENT EXCEED THE GRADING CHARGES OR LESS ACTUALLY PAID BY CUSTOMER FOR THE GRADING SERVICES RENDERED BY UCZ SLABS WITH RESPECT TO THE ITEMS SUBMITTED FOR GRADING HEREUNDER. IN NO EVENT SHALL UCZ SLABS OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS, BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In the ordinary course of its grading operations, UCZ SLABS (i) compiles data regarding each item submitted for grading, including, but not limited to, data relating to the identity, production, condition and grade of the item (the “Data”); and (ii) may take, or have taken, one or more digital or other types of photographs, images or reproductions of each such item (collectively, the “Images”). In consideration for the grading services being provided by UCZ SLABS, Customer, on behalf of itself and any third party for whom Customer may be acting, hereby authorizes UCZ SLABS (i) to compile and maintain such Data with respect to each item submitted hereunder for grading; and (ii) to take, or cause to be taken, one or more Images of each such item, and further agrees that UCZ SLABS will be the owner of such Data and all such Images and that UCZ SLABS may use and exploit such Data and the Images for commercial and any other purposes, as UCZ SLABS in its sole discretion deems appropriate, including, but not limited to, the publication and republication or reproduction in or on any media, of such Data and Images. Without limiting the generality of the foregoing, Customer, on behalf of itself and any third party for whom Customer may be acting with respect to this agreement, unconditionally and irrevocably transfers, conveys and assigns to UCZ SLABS any and all current and any hereafter acquired rights, title and interests (including, without limitation, rights in copyright, patent, trade secret and trademark) that Customer or any such third party may have in or to the Data and the Images (on whatever media or in whatever form such Images may be reproduced or published).

If any items are being submitted for a third party, Customer represents and warrants that such third party has agreed and accepted this Agreement and has signed a duplicate copy hereof. Customer agrees to provide that third party signed copy to UCZ SLABS at any time upon its request.

This Agreement is delivered and accepted in the State of Ohio, and it is the intention of the parties that it be governed by and construed in accordance with the substantive laws of that State, without regard to conflicts of laws principles. The parties hereby consent to personal jurisdiction of the courts of the State of Ohio with respect to any legal action to enforce the terms and conditions of this Agreement or otherwise arising under or with respect to this Agreement, and agree that the Court of Ohio, County of Ross, or, if applicable, federal District Court sitting in the County of Ross, State of Ohio, shall be the sole venue, and the State of Ohio shall be the sole forum, for the bringing of such action. Each of Customer and UCZ SLABS agrees that the prevailing party shall be entitled to an award of its reasonable attorney's fees, costs and expenses.

The terms and provisions in this Agreement constitutes the entire agreement of UCZ SLABS and Customer (and any third party for whom Customer may be acting) regarding and supersede all prior agreements and understandings (written or oral) between or among such parties relating to the subject matter hereof. If any term or provision of this Agreement is determined, by a final and non-appealable ruling or order of a court of competent jurisdiction, to be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of any of the other terms or provisions of this agreement. Each party shall execute and deliver such additional documents and instruments as any other party may request to better evidence or effectuate the agreements contained herein, including the assignment of rights set forth in Section 11, and procedures, and further agree that UCZ SLABS is entitled to rely upon and benefit from those terms and procedures.