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Upper Deck Certified Diamond Dealer Agreement USA SHOP INITIALS__________
I have read and agree to the terms of this Agreement, including, but not limited to, the UDC Terms and Conditions below, and represent that I am
duly authorized to sign behalf of Shop.
Printed Name of Shop Owner_______________________________________
Shop Owner Signature ____________________________________________
Name of Shop __________________________________________________
Date __________________________________________________________
UDC Terms and Conditions
This Agreement is governed by the laws of the state of California, County of San Diego, without reference to its choice of law rules. Any claim,
dispute, or controversy (collectively “Dispute”) arising out of or relating to this Agreement or the relationships among the parties hereto shall be
resolved by one arbitrator through binding arbitration administered by Judicate West in San Diego, California. The arbitration shall be conducted in
accord with this arbitration provision and the Judicate West Rules, which may limit discovery. The arbitrator’s decision shall be final, binding, and
non-appealable. Prior to, during, and following arbitration, Shop agrees that it shall not publicize any matters regarding or related to such arbitration.
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. THE PARTIES UNDERSTAND THAT THEY 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, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED
INDIVIDUALLY, THROUGH ARBITRATION.
UDC MAKES NO REPRESENTATIONS OR WARRANTIES TO SHOP IN CONNECTION WITH THIS AGREEMENT OR THE
PRODUCTS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCTS. NO WARRANTIES ARISE FROM IMPLICATION OR
BY REASON OF CUSTOM OR USAGE IN TRADE OR BY COURSE OF DEALING. IN NO EVENT SHALL UDC BE LIABLE TO SHOP FOR
SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT,
INCLUDING COMPENSATION OR REIMBURSEMENT OF LOSS OF PROSPECTIVE PROFITS, LOSS OF INCOME, OR ANTICIPATED
SALES OR SERVICE REVENUE OCCASIONED BY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
This Agreement together with any exhibit and other attachments constitute a confidential business relationship between the parties. Shop
acknowledges that, in the course of performing this Agreement, Shop will receive information which is confidential and/or proprietary to UDC, its
affiliates, and licensors including, without limitation, this Agreement and information regarding UDC’s, its affiliates’, and licensors’ ownership,
financials, intellectual property, customers, trade secrets, products, releases, investments, marketing and/or business plans and strategies, pricing,
partners, management, plans, technologies, techniques (collectively the “Confidential Information”). Shop agrees that significant irreparable damage
will be done to UDC and/or its affiliates should the Confidential Information become public knowledge and UDC has the right to enforce this
Agreement and any of its provisions by injunction, specific performance, or other equitable relief without prejudice to any other relief to which it
may have for breach of this Agreement and without any obligation to post a bond or other security. Shop agrees not to reveal the Confidential
Information to any third party (excluding employees, agents, attorneys, accountants and others to whom Shop has a legal obligation to disclose), and
Shop will exercise reasonable precautions to ensure that neither Shop nor any of the foregoing persons will allow the terms of this Agreement to
become public knowledge. Such confidentiality obligations will continue for two years from the termination or expiration of this Agreement; Shop’s
obligations regarding trade secret information shall continue for two (2) years or until such information no longer constitutes proprietary information
under applicable law, whichever is later. Confidential Information does not include information that: (a) is or becomes publicly known through no
wrongful act or omission of Shop; or (b) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by
law, provided that before making such disclosure, Shop notifies UDC in writing at least fifteen (15) days prior to the disclosure of such Confidential
Information. Trade secret misappropriation will be immunized if the disclosure is made: in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Notices to the parties shall be sent via email and shall be deemed served on the same date of email. All emails to Shop will be sent to the email
address listed above; all emails to UDC shall be sent to hobbypolicy@upperdeck.com.
Any legal proceedings resulting from a breach or failure by UDC to perform under this Agreement must be commenced within two (2) years after the
event has occurred, unless a shorter period applies under applicable law.
If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, to achieve the
intent of the parties. All other provisions of this Agreement will be deemed valid and enforceable to the extent possible.
This Agreement shall not be construed against any party on the grounds that such party drafted the Agreement or caused it to be drafted.
This Agreement, together with such exhibits, constitutes the entire agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings of the parties in connection therewith. The parties expressly represent and warrant that in entering
into this Agreement they are not relying on any prior representations made by any other party concerning the terms, conditions or effects of this
Agreement which terms, conditions or effects are not expressly set forth herein.
Nothing in this Agreement shall be construed to make Shop and UDC into partners, joint ventures, principals, agents, or employees of the other.
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