WHEELHOUSE GRADING & AUTHENTICATION SUBMISSION TERMS & CONDITIONS
As part of making a submission to Wheelhouse Associates LLC (herein “WHEELHOUSE”)for card and/or memorabilia grading and authentication, Customers must read and affirmatively agree to the following WHEELHOUSE Terms and Conditions (the “Agreement”) in order to advance through and complete their order as part of WHEELHOUSE’sin-person or online grading and submission process. Customers agree to abide by this Agreement and further agree that WHEELHOUSE is entitled to rely upon and benefit from this Agreement, as part of the WHEELHOUSEcard and memorabilia submission process.
- Submission. WHEELHOUSE will endeavor to submit cards and memorabilia within seven (7) calendar days as partof the WHEELHOUSEgradingand/or authentication service offering. However, WHEELHOUSE will have no liability whatsoever to Customer for incidental or consequential damages due to WHEELHOUSE’s failure to submit cards or memorabilia for grading and/or authentication within any timeframe.
- Authentication. WHEELHOUSE will not submit cards or memorabilia for gradingand/or authentication which bear known evidence of trimming, recoloring, restoration or any other form of tampering or alteration, or are of questionable authenticity, and Customer agrees not to knowingly submit any such items. Customer agrees that in the event WHEELHOUSE rejects any items submitted for grading or authentication, WHEELHOUSE shall, at its discretion, not refund more than 50% of the amount due by Customer because the determination to reject an item requires a review by WHEELHOUSE’s gradingauthenticators. Customer represents and warrants that he/she has no knowledge and no reasonable basis to believe that any item submitted for card or memorabilia grading has been altered in any way or is not genuine. For purposes of this Agreement, “altered items” shall have the meaning set forth in the applicable Dealer/Grading Agreement. If Customer has not entered into the Customer Agreement with a grading company (e.g., PSA, SGC, JSA, Beckett), Customer hereby agrees to be bound by the terms of the relevant Customer Agreement, a copy of which can be found on the grading company websites, and Customer’s acceptance of this Agreement shall constitute Customer’s signature on the Customer Agreement of any grading entity. Customer reaffirms its obligations with respect to doctored items set forth in the Customer Agreement.
- Standard of Care; Release. WHEELHOUSE will exercise reasonable care in handling items submitted for grading and/or authentication. However, if WHEELHOUSE determines that Customer’s item was lost or damaged (certain situations excluded) while in WHEELHOUSE’s possession, Customer will be compensated based upon the fair market value of the item as determined by WHEELHOUSE standard procedures, which may include filing a claim with its insurance carrier. Notwithstanding the foregoing, due to the fragile or delicate nature of some items inherent in their manufacture, WHEELHOUSE reserves the right to exclude such items from this section because they may become damaged without any mishandling on WHEELHOUSE’s part. By agreeing to these terms, Customer hereby releases WHEELHOUSE of any liability if Customer elects to submit such naturally fragile or delicate items for grading and/or authentication. The declared value provided with the submission is for estimating the insurance coverage only, and the fair market value of the item may be less than the 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, and is subject to Customer irrevocably releasing and discharging WHEELHOUSE and its affiliates from any liability for loss or damage to the item whatsoever, regardless of WHEELHOUSE’s actions or omissions. Customer must sign a Release of Claims as a condition of payment if such event occurs, and this includes damage caused by a third-party vendor. WHEELHOUSE reserves the right to decline the Declared Value and to require Customer to pay what it determines as fair market value as a condition of completing the grading process.
- Customer Inspection. Customer must inspect all items immediately upon receipt at a WHEELHOUSE store location or from postal /express shipper if shipped, and WHEELHOUSE disclaims any liability for damage or discrepancies or errors, including, but not limited to, errors in the description of the item unless reported to WHEELHOUSEbefore taking the item(s) or if shipped, within 3 business days. Customer agrees to return any incorrectly described item to WHEELHOUSE upon request for correction and agrees to indemnify and hold WHEELHOUSE harmless from any and all losses and/or claims caused by the circulation or sale of incorrectly described items.
- No Warranty. Submitting cards or memorabilia for grading involves individual judgments that are subjective and require the exercise of professional opinion by third-party grading companies, which can change from time to time. Therefore, WHEELHOUSE makes no warranty or representation and shall have no liability whatsoever to Customer for the grading assigned by third-party vendorsto any item. For clarity, any pre-submission review by WHEELHOUSE is simply an opinion for directional purposes.
- Payment. Customer agrees to pay to WHEELHOUSE all pricing, grading, authentication, expert review, shipping, handling, and other submission charges (e.g., grading/authenticating up-charges) at the time of making the submission to WHEELHOUSE, or no later than immediately prior to receiving the item(s).Amounts due to WHEELHOUSE once the item begins the authentication and/or grading process with third-party vendors or any amounts paid for such services are NON-REFUNDABLE. Customer shall have ninety (90) days from the date Customer receives notification of the completion of grading/authentication and the return of the item(s) to WHEELHOUSE to submit payment to WHEELHOUSE via credit card or other payment method specified by WHEELHOUSE.WHEELHOUSE shall use reasonable efforts to notify Customer of the payment due, which may include contact via email, phone call, and/orSMS text.Failure to submit payment within such ninety (90) day periodshall subject Customer’s item to forfeiture to WHEELHOUSE, and Customer shall be deemed to have assigned all right, title, and interest in and to the item(s) to WHEELHOUSE.
- Payment Method; Credit Card Authorization. Customer represents and warrants that Customer is the cardholder or authorized user of the payment method(s) Customer provides, and Customer authorizes WHEELHOUSE to (a) use the payment method for the Final Amount Due in connection with Customer’s order and (b) store and use the payment method and certain related information for future orders and charges in connection with the authentication and submission of cards or memorabilia for grading services. Customer further authorizes WHEELHOUSE to charge the payment method for any additional service Customer may select during the WHEELHOUSEsubmission process or otherwise via the WHEELHOUSEsubmission portal. For example, a grader/authenticator may “up-charge” for anygraded or authenticated item that it deems to be at a higher declared value, in which case WHEELHOUSE will automatically approve saidup-charge. Customer agrees that the authorization provided by Customer for WHEELHOUSE to store and use the payment method and related information for up-charges, future orders and payment information will remain in effect until canceled by Customer.
- Ownership of Data and Images. In the ordinary course of its submission operations, WHEELHOUSE (i) compiles data regarding each item submitted for grading or authentication, including, but not limited to, data relating to the identity, production, condition and approximate value of the item submitted (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 submission of cards or memorabilia for grading by WHEELHOUSE, Customer, on behalf of itself and any third party for whom Customer may be acting, hereby authorizes WHEELHOUSE (i) to compile and maintain such Data with respect to each item submitted hereunder; and (ii) to take, or cause to be taken, one or more Images of each such item, and further agrees that WHEELHOUSE will be the owner of such Data and all such Images and that WHEELHOUSE may use and exploit such Data and the Images for commercial and any other purposes, as WHEELHOUSE 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 WHEELHOUSE 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).
- Representations and Warranties. Except as expressly set forth herein to the contrary, WHEELHOUSE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, REGARDING WHEELHOUSE’S SERVICES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. WHEELHOUSE 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 or “cracking” of an item holder, or for any damage to any item that WHEELHOUSE can reasonably demonstrate occurred while the item was not in the custody or control of WHEELHOUSE. Notwithstanding anything to the contrary contained herein, except with respect to the remedies hereunder, THE MAXIMUM AGGREGATE LIABILITY THAT WHEELHOUSE 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 GRADING CHARGES OR LESS ACTUALLY PAID BY CUSTOMER FOR CARDS OR MEMORABILIA FOR GRADING SERVICES RENDERED BY WHEELHOUSE WITH RESPECT TO THE ITEMS SUBMITTED FOR GRADING HEREUNDER. IN NO EVENT SHALL WHEELHOUSE OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR 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.
- Third-Parties. If an item is being submitted for or on behalf of a third party, Customer represents and warrants that such third party has agreed and accepted this Agreement.
- Non-Disparagement. Customer and any third party for whom Customer may be acting agree that, unless required to do so by legal process, they will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, and whether online, by word or gesture, to any person whatsoever, about WHEELHOUSE or its representatives, affiliates, directors, officers, employees or agents. For purposes of this paragraph a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, or goodwill of the person or entity to whom the communication relates. A breach of this Section shall be deemed a material breach of the Agreement.
- Choice of Law; Choice of Venue. This Agreement is delivered and accepted in the Commonwealth of Pennsylvaniaand 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 Pennsylvania 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 it shall be the sole venue and forum for the bringing of any action. Each of Customer and WHEELHOUSE agrees that the prevailing party shall be entitled to an award of its reasonable attorneys’ fees, costs and expenses.
- Entire Agreement; Severability. The terms and provisions in this Agreement and the Customer Agreement of the card/memorabilia grading companies, if applicable, constitute the entire agreement of WHEELHOUSE 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 it is determined that there are any inconsistencies between this Agreement and the Customer Agreement, then this Agreement shall control. 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.
- Retroactive Effectiveness. The parties acknowledge and agree that the terms and conditions of this Agreement shall be deemed effective as it relates to any other item(s) Customer has submitted into the WHEELHOUSE card and memorabilia submission processfor grading and/or authentication, including those items Customer has submitted prior to the Agreement.
