Date last modified: April 8, 2025

1. Acceptance. The Upper Deck Company website, https://www.upperdeck.com, and any material on the 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 User Agreement: Terms and Conditions of Use (the “Agreement”) as well as Upper Deck Brands Privacy Policy located at https://upperdeck.com/privacy-policy/ (“Privacy Policy”), which are incorporated herein by reference. Please read this Agreement carefully before using the Website. Your registration data, as well as information including, without limitation, any personal information that you may provide at all times during your use of the Website, is subject to the Privacy Policy.

The Website is intended for the use of adults eighteen (18) years or older and who are the age of majority in their state, province or territory of residence. If you are under the age of eighteen (18) years old and/or 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) years old and the age of majority in accessing the Website.

BY ACCESSING OR USING THE WEBSITE, YOU AGREE THAT YOU MEET THE REQUIREMENTS HEREIN, AND 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 (COLLECTIVELY, THE “CONTENT”) AVAILABLE ON OR THROUGH THE WEBSITE.

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 his/her/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 engage with the Content. 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 and functionality, and intellectual property rights according to the terms herein; it does not grant or transfer any title, interest, or ownership to you. Further, you hereby acknowledge and agree that you do not maintain and will not obtain any rights, title, interest, or ownership whatsoever in or to the Website based on your use of or feedback, suggested improvements, comments, or otherwise related to the Website. Any sale, transfer, assignment or attempted sale transfer, or assignment of your 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, your Account, your use of the Website, or any Website 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 including, without limitation, your Account, without notice, penalty, or liability.

3.    Restrictions on Use of the Website.  Under this Agreement, you or any agents on your behalf may not:

       a.     Modify, alter, reproduce, or copy the Content on the Website;

       b.     Attempt to decompile or reverse engineer any software contained on the Website;

       c.     Infringe on UDC’s and its affiliates’ and third party licensors’ trademarks, trade names, 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;

       d.     Use or reproduce the Content, including, but not limited to, the Intellectual Property, for any commercial purpose, or for any public, commercial or noncommercial display;

       e.     Engage in any fraudulent and/or misleading conduct or use any false information in creation of your account;

       f.     Knowingly provide inaccurate, misleading, or false information regarding a transaction on the Website;

       g.     Impersonate any other individual or entity, or otherwise misrepresent your affiliation with another person or entity, in connection with your use of the Website;

       h.     Violate any applicable federal, state, provincial, local, and international laws or regulations;

       I.     Decipher, decompile, disassemble, or reverse engineer any of the software comprising, or in any way making up, any part of the Website;

       j.     Access any Content not intended for your use or log onto a server or account that you are not authorized to access;

       k.     Probe, scan, or test the vulnerability of a system network or breach security or authentication measures without proper authorization;

        l.     Interfere with the Website or servers or networks connected to the Website, or disobey any requirements of networks connected to the Website;

      m.     Remove, alter, erase, or modify any copyright or other proprietary notations from the materials;

       n.     Transfer, license, or permit the materials to another person or “mirror” the materials on any other server;

       o.     Misuse the Website or otherwise use the Website for purposes other than those set forth in this Agreement;

       p.     Use any meta tags or any other hidden text containing UDC’s or any of its affiliates’ or their third party licensors’ name or trademarks; or

       q.     Attempt to override or avoid any limits or restrictions established by UDC.

Any violation of the above restrictions, or any attempts to violate the restrictions, may result in the immediate termination or suspension of your Account(s) or restriction of access to your Account, in addition to and without waiving any legal or equitable rights or remedies available to UDC. Where access to your Account is limited by UDC for twelve (12) consecutive months or more, UDC has the right to permanently disable and remove all contents from that Account and close the Account. 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), and your ability to access 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. UDC also reserves the right to add to or amend this list of restriction at any time.

If you believe your Account has been compromised and used in violation of any of the above restrictions, or if you believe any user has violated the above restrictions, please contact UDC immediately as provided herein.

4.    Account. You may create an account (“Account”) by selecting a password and/or providing UDC with certain personal information, which may include, but is not limited to, your name, birth date, country of residence, e-mail address, and address (collectively, “Account Information”). Your Account Information will be held and used in accordance with the Privacy Policy. You agree to provide UDC with accurate, complete, and updated information with regard to all aspects of your Account. Failure to do so may limit your ability to access account recovery tools or your Account. UDC has the sole and absolute discretion to terminate your Account, restrict functions of the Website, or place a hold on your Account if UDC believes it to be in violation of any portion of this Agreement. You are responsible for maintaining the confidentiality of your Account and login information and for restricting access to your Account, and you agree to accept responsibility for all activities that occur under your Account or login information. Accounts are non-assignable, revocable, and non-transferable. You may not allow others to use or access your Account. You are solely responsible for any activity in your Account whether or not authorized by you.

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). To submit a request to UDC to delete your personally identifiable information, you must submit your request for Account deletion in writing to UDC as provided herein, 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. Please see the Privacy Policy for more information as to how to request the erasure of your Account Information.

5.     Reviews, Comments, and Electronic Communications. All information and communications collected pursuant to this section shall adhere to the Privacy Policy. Any communication or material you transmit to or on 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 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 without notice to or consent from you. 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, or create derivative works from, distribute, and display such content throughout the world in any media and such content name that you submit in connection with such content throughout the world in any media.

You represent and warrant that all of your reviews and comments are true and accurate, that use of the content you supply does not violate this Agreement or the rights (including intellectual property rights) of UDC or any third party and does not injure any person or entity. You hereby agree to indemnify, defend, and hold harmless UDC for all claims, damages, losses, demands and costs including, without limitation, attorneys’ fees, arising from or related to any content supplied by or on your behalf. UDC reserves the right, but is not obligated, to monitor, edit, and/or remove any of your activity or content you post on the Website without notice to or consent from you. UDC is not responsible for and disclaims any and all liability for any content posted by you or any third party. You hereby agree to receive  all agreements, notices, disclosures, and other communications related to or regarding the Website, your Account, and this Agreement electronically, or, at UDC’s election, by telephone communication.

You acknowledge and agree 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 and that your use of the Website is good and valuable consideration thereof.

6.      Public Safety. You hereby agree UDC may share your personally identifiable information with necessary third parties, agencies, or persons in the event UDC, in good faith, believes it will (a) prevent physical injury or harm to yourself or members of the public, (b) protect the rights, property, or safety of UDC or third parties, and/or (c) report a crime or other offensive behavior.

7.      SMS Messaging. By engaging in short message service (“SMS”) messaging with UDC or its employees or otherwise consenting to receive SMS messages from UDC or its employees, you agree to receive SMS messages from UDC. This includes conversational and/or informational SMS messages. Message and data rates may apply. To stop receiving SMS messages, you agree to reply STOP to the number sending the message. To receive help, you agree to message HELP to the number sending the message.

8.      Proprietary and Intellectual Property Rights. All Website material, including, but not limited to, intellectual property, domain names, 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, but is not required to be protected by patent, copyright, trademark, trade dress, and other intellectual property rights (collectively, the “Intellectual Property”). UDC, its affiliates and/or licensors, as applicable, solely retain and will, at all times, solely retain all rights and title to and interest in the Intellectual Property. You acknowledge the validity of the Intellectual Property and agree to respect UDC’s Intellectual Property rights. The Website is made available solely for your 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. Nothing contained on the Website or in 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. By using the Website, you agree not to oppose or seek to cancel or challenge 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 the Intellectual Property. Additionally, you shall not use any trademarks, tradenames, logos, company names, domain names, marks, copyrights, trade dress, or other designations, and will not attempt to register any trademarks, trade names, logos, company names, or other designations that may be similar or confusingly similar to the Intellectual Property. You will not at any time claim any interest in or do anything that may adversely affect the validity of any Intellectual Property. Any misuse of the material, content, or Intellectual Property on the Website is strictly prohibited.

9.      Denial of Access and Termination. UDC may terminate, limit access to, or suspend indefinitely your Account on the Website and any or all of their functions, any and all related services, and any registered Account immediately, without notice to you or penalty or liability, for any reason including, without limitation, if you breach any terms or conditions of this Agreement. UDC may terminate this Agreement without waiving any other legal or equitable remedies available to UDC. UDC will notify you of changes to or termination of your Account using the email address listed in your Account. The consequences of such termination and any action affecting your Account shall also be determined by UDC on a case-by-case basis in its sole discretion, taking into consideration the severity of the violation or attempted violation. Upon UDC’s termination of your Account, your right to use and access the Website and related services will immediately cease. All provisions of this Agreement which by their nature should survive termination, shall survive termination including, without limitation, warranty disclaimers, limitation of liability, and indemnity.

10.     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:

       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 are 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 and discretion to immediately terminate your access to the Website if UDC determines that you violated the Agreement following notice.

11.     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 any and all 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.

12.     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 and Privacy Policy 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 effective with or without prior notice. Your continued use of the Website following any revision to this Agreement and Privacy Policy 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.

13.     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 website, extension, link, or app on or accessed through the Website. When you access a non-UDC website, extension, link, 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 your use of third party website, extension, link, or app is at your own risk. UDC has not reviewed any 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. Additionally, UDC is not 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, extension, or app.

14.     Promotions. 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.

15.     Disclaimer of Warranty.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ITS CONTENT, MATERIALS OR INFORMATION CONTAINED WITHIN, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS. UDC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO 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 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 GUARANTEE, REPRESENT OR WARRANT THE AVAILABILITY, VALUE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE WEBSITE AND/OR THE CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR ON BEHALF OF UDC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE, ACCOUNT, RELATED SERVICES, AND HYPERLINKED WEBSITES IN CONNECTION WITH THE WEBSITE, INCLUDING FOR ANY DAMAGE TO YOUR OPERATING SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE WEBSITE INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADABLE CONTENT AVAILABLE THROUGH 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. IT IS ALSO YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT AND PASSWORD INFORMATION AND UDC BEARS NO RESPONSIBILITY FOR LOSS OF ACCOUNT INFORMATION OR ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT RESULTING FROM OR RELATED TO THE LOSS OR DISCLOSURE OF YOUR PASSWORD THROUGH NO FAULT OF UDC. UDC DOES NOT GUARANTEE THE SECURITY OF THE WEBSITE OR THE PREVENTION FROM LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO YOUR ACCOUNT INFORMATION OR DATA.

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

16.     Limitation of Liability. IN NO EVENT SHALL UDC, ITS AFFILIATES, LICENSORS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS AND SPONSORS BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME OR LOST OPPORUNITIES, 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 ANY HYPERLINKED WEBSITE, THE WEBSITE, YOUR ACCOUNT, AND ANY SECURITY BREACH, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBITE, DATA PROCESSOR, 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 ANY HYPERLINKED 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.

17.     Indemnification. By accessing the Website, you agree to indemnify, defend, and hold harmless UDC, its affiliates, subsidiaries, employees, contractors, telecommunication providers, Content providers, licensors, successors, 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) arising from or related to your use of the Website, your Account, any transaction resulting from your use of the Website, account, purchases in connection with any hyperlinked website, your breach of any representation, warranty, covenant, or obligation contained herein, and/or violation of any proprietary, intellectual property, privacy, or other third party rights. 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.

18.     Choice of Law.This Agreement is governed by, and construed in accordance with, the laws of the County of San Diego, 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.

19.     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, your Account, 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 an 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. You, along with UDC, will select a mutually acceptable arbitrator knowledgeable about the issues related to the subject matter of the Dispute and/or this Agreement. 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 Judicate West then in effect as modified herein. The arbitration shall be conducted in accordance with this arbitration clause and the Commercial Arbitration Rules of Judicate West, 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 by law and shall take reasonable steps to protect Confidential Information. You understand each party shall bear its own costs and expenses and an equal (50/50) share of the costs, fees, and expenses of the arbitrator and arbitration. You agree that the failure or refusal by one party to pay its required share of the arbitrator’s fee or any and all costs, fees, and expenses related to the arbitration shall constitute a waiver by the refusing party to present evidence and cross-examine witnesses during the arbitration. In such event, the refusing party shall present evidence and legal arguments as the arbitrator may require for determining ana award. The refusal to pay and waiver of presenting evidence and cross-examining witnesses by the refusing party shall not allow for a default judgment against the refusing party in the absence of evidence presented as provided for above. The decision of the arbitrator shall be final and binding upon you and UDC. Judgment upon the award may be entered in any court having jurisdiction, or applicable may be made to a court of competent jurisdiction for judicial acceptance of the award and an order for enforcement, as the case may be. Except as shall be required by law, neither you, UDC, nor the arbitrator shall disclose the existence, content, results, or any information including, without limitation, any party’s name or subject matter of the Dispute, arising out of or relating to the arbitration with the prior written consent of both parties.

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 you or UDC 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. A party’s 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 you or UDC from bringing applicable Disputes in 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 YOU AND UDC 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, AND/OR 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 that any dispute, controversy, or claim involving the intellectual property rights of you or UDC or UDC’s affiliates or licensors may be brought in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts.

20.     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 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 YOU ARE WAIVING YOUR 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, YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY, THROUGH ARBITRATION, EXCLUDING THE ENFORCEABILITY OF THIS CLASS ACTION WAIVER AS PROVIDED ABOVE.

21.     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.

22.     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. This Agreement may not be modified or assigned unless such modification or assignment is in writing and signed by UDC.

23.     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.

24.     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.

25.     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. It is your responsibility to keep your email address current. UDC may provide you with notices, including those regarding changes to this Agreement and the Privacy Policy, by email or posting on the Website, but this section places no additional requirements on UDC unless expressly set forth herein. For any questions and inquiries regarding this Agreement and UDC’s practices, please email ud_store@upperdeckstore.com.

26.     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. The headings of the paragraphs in this Agreement are for convenience only and in no way limit or affect the provisions hereof.

27.     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, your Account, 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.

28.     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, or in connection with your Account will cause immediate, irreparable injury to UDC where there is not an adequate remedy at law. UDC maintains the right to enforce this Agreement and any of its provisions by seeking an injunction, specific performance, or other equitable relief without prejudice to any other legal or equitable relief to which it may have for breach of this Agreement, 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.

29.     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.

30.     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.