CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ THE NEW NLG, LLC (“NLG”) GRADING TERMS AND CONDITIONS (THE “AGREEMENT”) SET FORTH BELOW AND AGREES TO ABIDE BY THIS AGREEMENT, AND FURTHER AGREES THAT NLG IS ENTITLED TO RELY UPON AND BENEFIT FROM THIS AGREEMENT.
1. The “Customer” is defined as a person, persons, or corporate entity that submits items to NLG for grading services. The individual who submits the order to NLG will be treated as NLG’s sole point of contact for that transaction. A Customer may submit one or more trading cards to NLG for grading to NLG either via the Nextlevelgrades.com website or in-person to a verified NLG officer or employee. NLG will endeavor to grade submitted items within the estimated turnaround time frame, if any, offered as part of a NLG grading service. NLG accepts no liability for orders completed later than the estimated turnaround time frame.
2. In no event shall NLG have liability to Customer for incidental, indirect, or consequential damages due to NLG’s failure to grade any items within any time frame, and Customer waives all rights to seek incidental, indirect, or consequential damages against NLG. All turnaround time frames are estimates and refer to business days, which shall not include holidays or days that the NLG office is closed.
3. Customer acknowledges and agrees that NLG’s owners and employees shall be permitted to submit items for grading without limitation. Furthermore, NLG’s owners and employees may buy, sell, and trade NLG graded items without limitation.
4. All fees and amounts charged by NLG are subject to change in NLG’s sole and absolute discretion. Unless otherwise provided in writing, all services or products provided by NLG shall be billed at the prices prevailing at the time the services or products are provided to Customer.
5. NLG reserves the right to issue upcharges on any item for any reason, including, but not limited to, items requiring custom modifications to the black insert component in NLG’s holder, commonly referred to as “custom-cuts,” those items requiring any amount of research, oversized items (cards measuring larger than 3 1⁄2” x 5 1⁄2”, or any other non-standard items.
6. Customer agrees not to knowingly submit cards to NLG that bear evidence of trimming, recoloring, restoration or any other form of tampering, or are of questionable authenticity, as determined in the sole judgment of NLG (“Altered Cards”). NLG shall not grade Altered Cards, but shall have no obligation to refund the fee paid by Customer, as the determination to reject an Altered Card requires a review by NLG’s graders. Customer represents and warrants that they have no knowledge and no reasonable basis to believe that any card submitted for grading has been altered in any way or is not genuine.
7. Customer agrees not to knowingly submit any forged, counterfeit, or otherwise non-genuine items to NLG for any services including, but not limited to, card grading.
8. Customer acknowledges and agrees the grading of items requires the exercise of individual judgment and professional opinion, which is subjective in nature, and can change from time to time. Therefore, NLG makes no warranty or representation and shall have no liability whatsoever to Customer for the grade or determination of authenticity assigned by NLG to any item.
9. After the submission and grading of an item by NLG, new information may arise or become available that was unavailable at the time a grade or determination of authenticity was assigned by NLG to any item. NLG shall have no liability to Customer, and NLG shall be under no obligation to change a grade assigned to an item (unless such an item is resubmitted for grading) to the extent new information arises or becomes available after a grade is assigned by NLG to any item.
10. Clerical errors can occur in connection with the grading and/or authentication, review, or reholdering of an item submitted to NLG. Customer’s sole and exclusive remedy is to allow NLG to correct the clerical error, and reholder the item and/or produce a new letter of authenticity if required, at NLG’s sole cost and expense.
11. NLG shall have the right (not obligation) to capture the image of any item submitted by Customer. Customer agrees NLG shall be permitted to publish images and information relating to any items submitted by Customer without compensation of any kind to Customer, and NLG further reserves the right to publish images and information relating to items as it deems fit. All images created/produced or modified by NLG are the sole property of NLG, and may only be used by NLG in its sole and absolute discretion.
12. NLG will exercise reasonable care in handling items submitted for grading, review, or reholdering. However, if Customer’s item was lost or damaged while in NLG’s possession, Customer will be compensated based upon the fair market value of the item as determined by NLG standard procedures which may include filing a claim with our insurance carrier. The declared value you stated on the front of this form 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 OF NLG, ITS AFFILIATES OR ANY OF NLG’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUBSIDIARIES, DIVISIONS, SUCCESSORS, SUPPLIERS, DISTRIBUTORS, AFFILIATES, VENDORS, CONTRACTORS, REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS EXCEED THE GREATER OF: (I) THE FEES PAID TO NLG FOR GRADING OF AN ITEM, OR (II) THE NET PROCEEDS OF INSURANCE (LESS ANY DEDUCTIBLE PAID BY NLG). Such compensation shall be Customer’s exclusive remedy for any loss or damage.
13. Customer is required to inspect all items immediately upon receipt and NLG disclaims any liability for discrepancies or errors, including, but not limited to, errors in the description of the item unless reported to NLG within five (5) business days of Customer’s receipt of the item(s). Customer agrees to return any incorrectly described item to NLG upon request for correction and agrees to indemnify and hold NLG harmless from any and all losses and/or claims caused by the circulation or sale of incorrectly described items.
14. Customer agrees as follows: (a) NLG shall release a graded to Customer only upon payment of all fees and other charges; (b) to pay to NLG all fees and other charges when due without further demand; (c) any amounts not paid when due shall accrue interest at the rate of 18% per year until paid (or, if less, the maximum interest rate permitted by applicable law); and (d) NLG shall have a security interest in the items submitted, as well as in any other property of Customer in the possession of NLG or its affiliates (collectively, the “Client Property”), to secure payment thereof. Customer hereby grants to NLG an assignment of and lien against the Client Property in the amount of any fees and other charges due and payable pursuant to the terms of this Agreement. Customer hereby authorizes NLG to file, at any time on or after the date such fees and other charges become due, appropriate uniform commercial code financing statements in such jurisdictions and offices as NLG deems necessary in connection with the perfection of a security interest in the Client Property, and Customer shall be responsible for all fees and out-of-pocket costs.
15. NLG shall have no liability whatsoever to Customer, or any third party for whom Customer may be acting, related to any damage to any item resulting from the breaking open of an NLG holder or third-party holder, or for any damage to any item that occurred while the card was not in the custody or control of NLG including, but not limited to, loss or damage to items while being shipped to NLG, or while being shipped by NLG to Customer.
16. Customer agrees that it will notify NLG if the Customer knowingly submits an item encapsulated within a case, holder or other protective outer layer that is broken, tampered with, or otherwise defective in any manner. If NLG receives from Customer a case, holder, or other protective outer layer that is broken, tampered with, or defective in any matter, regardless of whether or not the Customer knew the case/holder was broken, then NLG shall have no liability whatsoever to Customer, or any third party for whom Customer may be acting, for any further or additional damage that may occur to the case/holder or the item contained therein if NLG opens or otherwise removes the broken or defective case/holder.
17. In the event NLG, in NLG’s sole and absolute opinion, determines that an item within an NLG holder is fraudulent, tampered with, or is not accurately described, then NLG is authorized, without further notice to Customer, to remove the item from the holder. In addition, if an item has been previously graded by NLG and placed in a holder, and such item is subsequently damaged due to Customer’s lack of care, then NLG reserves the right to remove the item from its holder, and is under no obligation to re-grade such an item.
18. Customer acknowledges and agrees to exercise reasonable care with regard to any item graded by NLG, and further acknowledges and agrees items in an NLG holder can be damaged and/or destroyed if reasonable care is not exercised (i.e. holders are not waterproof or UV-resistant).
19. Except as expressly set forth herein to the contrary, NLG DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, REGARDING NLG’S GOODS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
20. Except as expressly set forth herein to the contrary, THE MAXIMUM AGGREGATE LIABILITY THAT NLG SHALL HAVE TO CUSTOMER, OR ANY THIRD PARTY FOR WHOM THE CUSTOMER MAY BE ACTING, ARISING FROM ANY CAUSE, ACT, OMISSION OR OTHER CIRCUMSTANCE, including the negligence of NLG, SHALL IN NO EVENT EXCEED THE GREATER OF: (I) THE FEES PAID TO NLG FOR GRADING OF AN ITEM, OR (II) THE NET PROCEEDS OF INSURANCE (LESS ANY DEDUCTIBLE PAID BY NLG.
21. NLG OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES, NOR SHALL NLG OR ANY OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY DAMAGES WHICH ARE BASED UPON ALLEGED NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY THEORY OTHER THAN THE LIMITED LIABILITY STATED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SAME.
22. In the ordinary course of its grading operations, NLG (i) compiles data regarding each item submitted for grading, including, but not limited to, data relating to the identity, production, condition, authenticity, 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 NLG, Customer, on behalf of itself and any third party for whom Customer may be acting, hereby authorizes NLG (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 NLG will be the owner of such Data and all such Images and that NLG may use and exploit such Data and the Images for commercial and any other purposes, as NLG 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 NLG 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).
23. If any items are being submitted on behalf of a third party, Customer represents and warrants that such third party has agreed and accepted this Agreement and has signed a duplicate copy hereof where indicated. Customer agrees to provide that third party signed copy to NLG at any time upon its request. NLG shall not be required to complete any work until Customer provides a copy of the executed third party Agreement.
24. Customer agrees to indemnify, defend and hold NLG and (as applicable) its parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or related to the submission of an item to NLG, related to the grade assigned by NLG, any services or products provided by NLG to Customer, Customer’s breach of this Agreement or the documents it incorporates by reference, or customer’s violation of any law or the rights of a third party. This indemnification will survive termination.
25. This Agreement is governed by and construed in accordance with the substantive laws of the State of Georgia, without regard to conflicts of laws principles. The parties hereby consent to personal jurisdiction of the courts of the State of Georgia 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 venue for all such actions shall be in Paulding County, Georgia. The non-prevailing party shall pay all costs and expenses, including all attorneys’ fees and court costs, incurred by the prevailing party in enforcing the terms and conditions of this Agreement.
26. The terms and provisions in this Agreement constitutes the entire agreement of NLG and Customer (and any third party for whom Customer may be acting) regarding, and supersedes 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 unappealable 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 of the 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.
27. NLG reserves the right to not perform services requested by the customer for any reason, including items being too fragile to handle or encapsulate, items being of a type that NLG does not wish to grade or any other reason that may come up. If a customer wishes to have a fragile item encapsulated and NLG agrees to perform the services requested, customer must agree to sign a waiver of liability prior to NLG starting the agreed to service.