By electing to have Collectors Universe, Inc. ("PSA"), which operates the PSA Vault, list your item(s) for sale you affirmatively acknowledge and agree to the terms of this binding legal Agreement (as defined below) which governs the sale of the Item(s) (as defined below) at auction. PSA reserves the right to update and make changes to this Agreement at any time by updating this page or providing notice to you electronically or as otherwise permitted under applicable law. PSA may also update and make changes to the terms applicable to this Agreement as further set forth herein. Updates and changes take effect when PSA posts them. PSA may also ask you to acknowledge your acceptance of this Agreement through an electronic click-through. It is your responsibility to periodically visit this page and review this Agreement for updates.
THE CU USER AGREEMENT (AS DEFINED BELOW) CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION (AVAILABLE HERE (https://app.collectors.com/collectorsuseragreement)) THAT GOVERNS HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. READ THE TERMS CAREFULLY BECAUSE THEY CONTAIN: (I) LIMITATIONS OF LIABILITY AND DISCLAIMERS REGARDING RISK OF LOSS AND DAMAGES; AND (II) A PROVISION REQUIRING ARBITRATION OF DISPUTES BETWEEN US, INSTEAD OF CLASS ACTIONS OR JURY TRIALS.
1. Definitions.
a) “Account” means the account with PSA listed in your name.
b) “Affiliates” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity. For the purposes of this definition, an entity shall be deemed to “control” another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors, managing members, or other governing body of the other entity.
c) “Agreement” means this PSA Consignment Agreement and any exhibits, schedules, or attachments hereto or other documents or terms incorporated by reference or into which this Agreement is incorporated by reference, including, without limitation, the CU User Agreement, PSA Vault Terms and Auction Platform Terms, each of which are incorporated by reference herein and the terms of which you expressly acknowledge and agree to.
d) “Auction Platform Terms” means, collectively, eBay’s User Agreement available at https://www.ebay.com/help/policies/member-behaviour-policies/user-agreement?id=4259 (https://www.ebay.com/help/policies/member-behaviour-policies/user-agreement?id=4259), eBay’s Payments Terms of Use available at https://pages.ebay.com/payment/2.0/terms.html (https://pages.ebay.com/payment/2.0/terms.html), and any terms included in the item description within the listing page, in each case, as may be updated from time to time.
e) “Auction Platform” means eBay (https://www.eBay.com).
f) “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, New York, United States.
g) “CU User Agreement” means the User Agreement with Collectors Holdings Inc. that governs your Account and use of Services provided by Collectors Entities (as defined therein) available at https://www.collectors.com/useragreement (https://www.collectors.com/useragreement).
h) “Item(s)” means, collectively, the property, memorabilia, or collectibles listed in your Account that you have designated to be offered for sale with PSA on the Auction Platform.
i) “Net Sale Proceeds” means, on an Item by Item basis, the proceeds PSA receives from the Auction Platform, less any amounts payable to PSA pursuant to the Rate Card, taxes and other fees, and amounts, if any, you owe to PSA or any of PSA’s Affiliates, which deducted amounts may include, without limitation, fees associated with your Account or otherwise owed by you to PSA under this Agreement, in connection with other PSA services rendered but not yet paid for, or any other amounts or loan balances owed by you to PSA or any of PSA’s Affiliates.
j) “Payment Policies” means any publicly available policies of PSA around paying consignors available at https://www.psacard.com/info/consignment-rates (https://www.psacard.com/info/consignment-rates), including any minimum fees set forth therein from time to time, together with any applicable Auction Platform Terms.
k) “Payment Instructions” means valid payment and/or bank account instructions and other information required by PSA to complete payment and/or verify your identity (which may include Social Security Number (SSN) or Individual Tax Identification Number (ITIN)), in each case, which are provided by you or your authorized representatives in writing to PSA from time to time.
l) “PSA Vault Terms” means the PSA Vault Terms of Service with PSA that governs the Vault Services (as defined therein) provided by CU (as defined therein) available at https://www.collectors.com/vault-terms (https://www.collectors.com/vault-terms).
m) “Rate Card” means the published rate card available on https://www.psacard.com/info/consignment-rates (https://www.psacard.com/info/consignment-rates) as of the Effective Date solely as relates to sales on the Auction Platform.
n) “Settlement Date” means, on an Item by Item basis, the date upon which PSA receives (a) full and cleared payment of any installment from the buyer pursuant to the Section of this Agreement titled “Payments” and (b) complete and valid Payment Instructions and any other requested information from you, as determined in PSA’s sole discretion.
o) “Termination Fee” means the greatest of (i) 25% of the high estimate PSA place on the Item, or (ii) 25% of the gross sale price of the Item if it is sold within one (1) year of the date PSA has terminated the sale of the Item, in addition to (iii) any applicable termination fee charged by the Auction Platform in connection with the termination of the listing of an Item.
p) "Vault” means the PSA Vault in Delaware.
q) “You” means the individual or entity agreeing to the terms of this Agreement.
2. The Listing.
Subject to the terms of this Agreement, you grant PSA the exclusive right to sell the Item(s) at auction or at a fixed price through the Auction Platform, as applicable. You agree that PSA has absolute discretion to either perform or not perform any of the following actions:
a) provide titles and/or descriptions of the Item(s) on the Auction Platform, social media accounts, and/or in other marketing materials;
b) determine whether to list an Item on the Auction Platform;
c) set the starting or ending dates of an auction, if applicable;
d) market and promote the sale and the Item(s);
e) determine the manner of conducting the sale;
f) determine whether to cancel or withdraw, as applicable, an active or completed sale, at any time;
g) consult any expert, including PSA’s own experts or third-party experts as PSA may deem appropriate, either before or after the sale;
h) research the provenance of the Item(s), the authenticity of any autograph on any Item(s), and similar matters either before or after the sale;
i) determine the rules and procedures relating to bidding or listing, as applicable, sale, purchase, and determining whether payments from bidders are lawful, complete and timely, and instituting applicable remedies for unlawful activities, incomplete payment, or any other events in connection with the sale, which may include, without limitation, all Auction Platform Terms; and/or
j) interpreting the Auction Platform Terms and how they may impact any of the foregoing or any other terms in this Agreement.
3. Payments.
a) The amount you are eligible to receive from PSA in connection with the sale of an Item shall be the Net Sale Proceeds (as defined above).
b) Within five (5) Business Days after the Settlement Date(s) and subject to PSA’s determination that paying you would not violate its Payment Policies, the Net Sale Proceeds will be sent to you in accordance with the Payment Instructions. If you owe PSA or PSA’s Affiliates any amount at the time payment would otherwise be initiated to you, you agree that PSA may offset and deduct such amount from the Net Sale Proceeds, or, if such owed amount exceeds Net Sale Proceeds, you may not be entitled to a payout of any Net Sale Proceeds. The timelines for payment set forth herein shall be subject to you providing all information required for your Account and your compliance with this Agreement the Payment Policies, which may be communicated to you from time to time.
c) You authorize PSA to make a payment to you pursuant to the Payment Instructions and PSA shall have no liability to you for any loss, claim, or damage you sustain as a result of PSA’s reliance upon such Payment Instructions regardless of whether such Payment Instructions resulted from any unauthorized or fraudulent activity by a third party.
d) PSA is not required to enforce payment by any buyer, and, in all cases, the Auction Platform Terms shall govern and control with respect to whether, how and when a buyer of an Item makes a payment on the Auction Platform in connection with such Item. If a buyer does not pay in accordance with the Auction Platform Terms, such Item shall remain in your Account at the Vault and you will have the option to relist at a later date, in your discretion.
e) PSA is authorized to charge you the full amount of any fees PSA is charged by any third party by relying on the Payment Instructions, including, without limitation, bank refund fees.
f) If you do not provide valid Payment Instructions in a timely manner, in PSA’s reasonable discretion, PSA may refund the buyer of the applicable Item or otherwise process these funds in accordance with PSA’s policies or applicable law, including abandoned property laws, such as by escheating funds to a governmental body after the passage of an applicable period of time. Any Net Sale Proceeds payable to you by PSA but not yet paid to you, if required under applicable law, will be escheated to an applicable government body (collectively, “Unpaid Funds”), and title thereto shall not transfer to PSA or its Affiliates. All interests in any such Unpaid Funds are not subject to claims of PSA’s creditors or its Affiliates’ creditors. For the avoidance of doubt, if you are not physically located in a supported country or jurisdiction, as determined by PSA in its sole discretion, Payment Instructions that are otherwise complete will not be considered “valid” for the purposes of this Agreement and you will not be eligible to receive a payment hereunder.
4. Compliance with Terms and Policies.
You agree not to bid on the Item(s), either directly or via an agent, or otherwise violate any of the Auction Platform Terms. If PSA has reason to believe that you have violated this Section 4, PSA may, in PSA’s sole discretion, (i) cancel the sale of the applicable Item and/or (ii) suspend access to your Account, the ability to list any item with PSA or access to any other services offered by PSA or its Affiliates. Without limiting any remedies available to PSA under this Agreement, the User Agreement, or PSA Vault Terms, PSA has the authority to suspend your Account’s ability to list future items in the event you (a) fail to provide Payment Instructions in a timely manner or (b) otherwise do not link your Account to a supported payment processor; provided, however, that in the case of (b), not linking your Account to a supported payment processor shall not limit your ability to receive Net Sale Proceeds for an Item that sells hereunder so long as you are in compliance with all terms and conditions of this Agreement.
5. Representations and Warranties.
1. You represent and warrant to PSA, PSA’s Affiliates, the Auction Platform and any buyer of an Item that:
a) if this Agreement is entered into by or on behalf of any entity, that you are a corporation or company duly organized, validly existing, and in good standing in the jurisdictions where such qualification is required and have full power and authority to execute, deliver, and perform your obligations under this Agreement;
b) you have the right to consign the Item(s) for sale, there are no contractual or other legal obligations affecting your rights to enter into this Agreement or to sell the Item(s), and you will not, directly or indirectly, purport to revoke this Agreement or otherwise interfere with or impede the sale of the Item(s);
c) the Item(s) is now, and through and including its sale will be kept, free and clear of all liens, claims (including ownership or inheritance claims), and encumbrances of others, including, but not limited to, claims of governments or governmental agencies;
d) good title to and right to possession of the Item(s) will pass to the buyer free of all liens, claims (including ownership or inheritance claims) and encumbrances of any kind;
e) Any Payment Instructions you provide in connection with this Agreement will include your physical address, made in your name or to an account controlled by you in your name;
f) this Agreement has been duly authorized, executed and delivered by you and constitutes your legally binding obligation, the execution of this Agreement by you does not conflict with any other agreement to which you are party or which you are aware, and the Items are not subject to any agreements among third parties regarding the ownership thereof or rights to proceeds in connection therewith;
g) you have provided PSA with all information you have (after reasonable inquiry) concerning the provenance, condition (including any known alterations), authenticity, and restoration of the Item(s);
h) you do not know and have no reason to suspect that the Item(s) is not authentic, is misattributed, is damaged (other than as disclosed to PSA in writing prior to signing this Agreement), infringes or violates any intellectual property, publicity or privacy rights of any third party, has been altered in any way, or is counterfeit and you have provided PSA with copies of all certificates of authenticity or similar certifications for the Item(s) reasonably available to you;
i) there are no pending or threatened legal proceedings that, directly or indirectly, concern the Item(s) or you;
j) where the Item(s) has been imported into the United States, the Item(s) has been lawfully imported into the United States and has been lawfully and permanently exported as required by the laws of any country (including any laws or regulations applicable in the European Union) in which it was located;
k) you are a legal resident of the country or jurisdiction that you selected on PSA’s website when you agreed to the terms of this Agreement;
l) required declarations upon the export and import of the Item(s) have been properly made and any duties and taxes on the export and import of the Item(s) have been paid;
m) except for any sales tax that PSA is required to collect, you have paid or will pay any and all taxes and/or duties that may be due on the Net Sale Proceeds of the Item(s) and you have notified PSA in writing of any and all taxes and/or duties that are payable by PSA on your behalf in any country other than the United States;
n) you do not know, and have no reason to suspect, that the Item(s) is connected with any crime, terrorist activities, or the proceeds thereof (including proceeds from tax evasion) or results from a tax fraud; and
o) there are no restrictions on PSA’s right to reproduce photographs of the Item(s).
2. Your representations and, warranties will survive completion of the transactions contemplated by this Agreement in perpetuity.
6. Indemnification.
Without limiting the terms of the CU User Agreement and PSA Vault Terms, you agree to indemnify, hold harmless, and defend PSA, PSA’s Affiliates, PSA’s and PSA’s Affiliates’ directors, officers, and employees and each buyer for all claims, costs, losses, damages, fees, fines, penalties and other liabilities brought against PSA by any third party arising out of or relating to (a) your breach of this Agreement, including, without limitation, any breach of the representations and warranties in Section 6; (b) any violation of any policies applicable to the Auction Platform; (c) any violation of any law or regulation or the rights of any third party; (d) any transaction or purported transaction for an Item or service listed on the Auction Platform (including, without limitation, the accuracy and completeness of your Item description or any claim or dispute arising out of such Items or services offered or sold by you); or (e) your negligence, willful misconduct, or fraud. In such cases, PSA will have the right to select its own counsel and to control the defense or settlement of any claim. This indemnification Section expressly survives the completion of the transactions contemplated by this Agreement in perpetuity.
7. Fees and Surcharges.
a) Minimum Fee: To the extent the Net Sale Proceeds required to be withheld by PSA as specified in the Rate Card do not equal or exceed $3.00 USD, PSA shall withhold $3.00 USD from the Net Sale Proceeds. For the avoidance of doubt, in no event will the fees due to PSA in connection with your sale of an Item be less than $3.00 USD, which $3.00 USD amount shall be exclusive of any grading fees incurred in connection with the applicable Item.
b) Wire fee: If you elect to be paid via wire, you will be assessed a wire fee in the amount of $20 USD for U.S. wires and $30 USD for wires outside the U.S.
c) Foreign Transaction Fees: You may be assessed an additional surcharge for payments made to accounts or addresses located outside the U.S. to the extent required by the applicable payment processor.
8. Early Termination By PSA.
1. PSA may terminate the sale of any Item(s) at any time before sale is finalized if in PSA’s sole judgment:
a) there is doubt as to the authenticity, attribution, current condition of the Item or any signature or piece of memorabilia thereon, the Item may be a counterfeit, or if there is a dispute as to an Item’s owner;
b) there is concern that offering any Item(s) for sale may subject you or PSA or PSA’s Affiliates to liability or the possibility of a lawsuit;
c) there is doubt as to the accuracy of any of your representations or warranties herein or in other written communications made to PSA outside of this Agreement;
d) you have breached, or are alleged to have breached, any provision of this Agreement; or
e) an Item(s) incurs loss or damage such that it is not in the state in which it was or which PSA were led to believe when PSA agreed to offer it for sale.
f) If PSA terminates the sale of any Item under (iii) or (iv) of subsection 9(a), you must, within ten days of PSA’s notice to you of termination, pay PSA the Termination Fee. If the sale of any Item(s) is terminated under (i), (ii), or (v) above without breach of this Agreement or associated terms and conditions on the Auction Platform by you, you will not be charged a Termination Fee and, subject to any liens against or claims to the Item(s) (in which case PSA will retain the Item(s) until such liens or claims have been resolved), such Item(s) will be returned to you at your sole expense, and without further liability to PSA or PSA’s Affiliates if such Item(s) are damaged or lost prior to being returned. You acknowledge that if a dispute arises as to an Item's true owner, PSA or the Auction Platform may elect to delay or cancel the sale of such Item and/or may be required to give physical possession of such Item to law enforcement or the true owner thereof, including as determined by a court of competent jurisdiction, in PSA's or the Auction Platform's reasonable discretion.
g) If PSA receives from a buyer a request to rescind and PSA determines that an Item(s) is subject to rescission under the Auction Platform Terms or as otherwise set forth in this Section, you will, within ten (10) days of receiving notice from PSA that the sale is subject to rescission:
i) return to PSA any sale proceeds and any fee for such Item(s) paid by PSA to you or to a third party as directed by you; and
ii) reimburse PSA for expenses incurred in connection with the rescinded sale, including the reasonable attorneys’ fees PSA incur in collecting from you any amounts due herein and any interest accrued on delays in receiving such reimbursement, to be accrued at the rate set forth in this Agreement.
iii) Upon such reimbursement and payment in full, PSA will release the Item(s) to you, except in the event of an adverse claim of title or if PSA is otherwise directed not to by a lawful order, in which case PSA will retain the Item(s) until such claim has been resolved. PSA shall remain entitled to such reimbursement and payment if, for any other reason beyond PSA’s reasonable control, PSA is unable to return the Item(s) to you.
9. Descriptions
a) PSA makes, and PSA’s Affiliates make, no representation or warranty of the anticipated selling price of any Item(s) and no statement anywhere by PSA of the anticipated selling price of any Item(s) may be relied upon as a prediction of the actual selling price, whether made orally or in writing, before or after the date at which you agreed to this Agreement.
b) Neither PSA nor its Affiliates will be liable for any errors or omissions in the descriptions of the Item(s) or grading or authentication thereof, if applicable, and make no guarantees, representations, or warranties or covenants whatsoever to you with respect to the Item(s), its authenticity, attribution, legal title, condition, value, ability to sell, or otherwise, including, without limitation, in connection with any Item(s) graded or authenticated by any third-party grading companies.
c) PSA has absolute discretion with respect to the inclusion of a description of any Item(s).
10. Legal Status.
a) If you are acting as an agent for someone who is not signing this Agreement, you will notify PSA in writing that you are doing so and comply with applicable law and regulations as PSA believe in PSA’s sole discretion are required. You and your principal jointly and severally assume your obligations and liabilities in this Agreement to the same extent as if you were acting as the principal.
b) You agree to provide PSA, from time to time and upon PSA’s request, verification of identity and other information that PSA believe in PSA’s sole discretion is reasonably required by applicable law or regulation or which PSA or PSA’s Affiliates otherwise may require pursuant to PSA’s policies and procedures.
11. Vault Authorization.
Subject to the terms of this Section, you authorize PSA or its Affiliates to remove those Item(s) from the Vault as needed to prepare and/or hold your Item(s) for sale. Upon completion of the sale thereof, for any Item(s) sold via the Auction Platform, you authorize PSA or its agents or Affiliates to release or ship your Item(s) to the applicable buyer. Without limiting any of PSA's rights under this Agreement, if PSA reasonably determines that an Item's PSA label is incorrect in any way at any point following the effectiveness of this agreement, you further authorize PSA to make any necessary updates to the Item's label, without additional cost to you.
12. Privacy.
You acknowledge and agree that PSA may record any information that you supply to PSA or that PSA obtains about you in PSA’s data systems. Your personal information will be maintained in accordance with the Collectors Privacy Policy. You hereby acknowledge receipt of the Collectors Privacy Policy, which is available at collectors.com/privacy (http://www.collectors.com/privacy) and may be updated from time to time. From time to time, PSA may send you information about PSA’s sales and other activities.
13. No Legal or Tax Advice.
This Agreement is an important legal document. You acknowledge that you have had the opportunity to consult an attorney of your choosing before signing this Agreement and have signed this Agreement after having had the opportunity to consult with an attorney of your own choosing. Notwithstanding any references to any transactions or arrangements in this Agreement, or any contemporaneous written, oral, or implied understandings of the parties relating to the subject matter of this Agreement, PSA has not provided legal, financial or tax advice or tax planning to you or for your benefit in connection with the transactions contemplated by this Agreement, and no one employed or engaged by PSA has acted as your attorney, financial advisor or tax advisor. You have carefully read this Agreement in its entirety, understand all of its terms, and knowingly and voluntarily agree to all of them.
14. Term; Termination.
You agree that PSA and its Affiliates shall have the exclusive right to sell the Item(s) from and after the effective date of this Agreement. Without limiting the terms of Section 9, PSA may terminate this Agreement immediately if: (a) PSA believes that you have breached any of your representations, warranties or obligations set forth herein; (b) any Item(s) is withdrawn from an auction; or (c) an auction or fixed price listing, as applicable, is canceled. Neither PSA nor you will be responsible for any failure to meet PSA’s obligations under this Agreement if such failure is caused by circumstances beyond the affected party’s reasonable control and without the fault of the affected party. This includes, but is not limited to, strike, lock-out, fire, flood, natural disasters, war, armed conflict, terrorist attack, earthquake, government order or regulation, pandemic or other health crises, and/or nuclear and chemical contamination.
15. Governing Law; Dispute Resolution Process.
You and PSA agree to final and binding arbitration of all Claims (as defined in the in Section 17 of the CU User Agreement (https://app.collectors.com/collectorsuseragreement) (the “Arbitration Agreement”)) before the American Arbitration Association pursuant to the written Arbitration Agreement. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS BETWEEN YOU AND PSA WILL BE RESOLVED.
16. Disclaimer of Warranties.
WITHOUT LIMITING THE TERMS OF THE CU USER AGREEMENT AND PSA VAULT TERMS, WITH RESPECT TO PSA’S SERVICES UNDER THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, HEREBY ARE DISCLAIMED AND EXCLUDED. Personnel and employees of PSA and its Affiliates are not authorized to make any statement, representations, or warranties contrary to this Agreement and any additional statement, including without limitation, statements made by any of PSA or its Affiliates’ personnel or employees or those made in any advertising or presentation materials (oral or written) do not constitute representations and warranties by PSA and its Affiliates and should not be relied upon as such.
17. Liability Limitations.
a) You recognize that it is impossible for PSA and its Affiliates to accurately predict the selling price or the exact selling time for any Item(s).
b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WITHOUT LIMITING THE TERMS OF THE CU USER AGREEMENT AND PSA VAULT TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY THAT PSA OR ANY OF ITS AFFILIATES HAS TO YOU, OR ANY THIRD PARTY FOR WHOM YOU MAY BE ACTING, ARISING FROM ANY CAUSE, ACT, OMISSION OR OTHER CIRCUMSTANCE, SHALL IN NO EVENT EXCEED THE NET SALE PROCEEDS FOR THE ITEM GIVING RISE TO ANY SUCH LIABILITY UNDER THIS AGREEMENT; PROVIDED THAT, IF AN ITEM DOES NOT SELL PRIOR TO SUCH LIABILITY ARISING, SUCH MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED $100 USD. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL PSA OR ANY OF PSA’s AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PARTY, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF MONEY, GOODWILL OR REPUTATION, COSTS OF DELAY OR LOST PROFITS, BUSINESS INTERRUPTION DAMAGE, OTHER INTANGIBLE LOSSES OR ANY INTRINSIC OR SENTIMENTAL VALUE OF AN ITEM, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, BODILY INJURY, PROPERTY DAMAGE, EMOTIONAL DISTRESS, DEATH, REAL OR PERSONAL PROPERTY DAMAGE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Physical Loss or Damage to Item(s).
Section 4 of the PSA Vault Terms shall govern and control in the event of any loss or damage to an Item that is listed on the Auction Platform, provided that, for clarity, PSA shall have no liability for any loss or damage to an Item that is in transit or has been delivered to a buyer.
19. Confidentiality; Equitable Relief.
The terms of this Agreement, including the identity of the consignor, shall remain confidential and should not be disclosed by either party. Each party agrees that it will not disclose the terms of this Agreement to any third party without the other party’s prior written consent, except (a) to attorneys and accountants who are bound by written obligations of confidentiality and non-use at least as stringent as those contained herein on a need-to-know basis, or (b) as a result of valid legal process compelling the disclosure of such information, provided that in the case of sub-clause (b), such party first gives the other party prompt written notice of such service of process. Further, in the event PSA receives notice from you of such service of process under sub-clause (b), you shall allow PSA, if PSA deems it appropriate, to obtain a protective order or other limiting remedy, and agree to reasonably cooperate with PSA to seek such remedy. You agree to provide PSA, upon PSA’s request, with any additional information required to comply with applicable law. In the event PSA receives a subpoena from you or a third party relating to the Item(s) or the Agreement, you shall pay PSA the costs PSA incurs, including reasonable attorneys’ fees, in responding to the subpoena. You acknowledge that monetary damages would not be a sufficient remedy for breach of this Agreement and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek specific performance and any other form of equitable relief to enforce the provisions of this Agreement. You also waive all requirements for the posting of a bond or other security in connection with any equitable relief sought by PSA.
20. Notice.
Any notices given to you or PSA shall be in writing to your and PSA’s respective addresses, including the email addresses associated with your Account (or to such other address as you or PSA may notify the other in writing from time to time, including to your addresses on file in connection with your Account). Notice shall be deemed to have been given five Business Days after mailing or two Business Days after delivery by email.
21. The Legal Relationship Between PSA.
PSA is acting as your agent in offering the Items for sale, and any intention to create an employer/employee, joint venture, or partnership relationship between PSA is expressly disclaimed.
22. IRS Reporting.
Where PSA is required by law to withhold tax from any payment due to you, you authorize PSA to withhold such amounts from the Net Sales Proceeds. You must provide to PSA the appropriate information required, including your tax identification number, to legally obtain a reduction or elimination of tax PSA may be required to withhold. Failure to provide the appropriate information will result in PSA having to hold your Item(s) from being listed for sale or withhold U.S. tax from any payment due to you pursuant to this Agreement. Where PSA is required by law to report the amount of proceeds paid to you to tax authorities in any jurisdiction, you authorize PSA to make such reporting. If PSA is required to pay any taxes, duties, VAT or any other applicable tax on your behalf in any country other than the country of the applicable sale site, you authorize PSA to withhold such amounts from the Net Sale Proceeds or, if you have already received the Net Sales Proceeds, you shall reimburse PSA for any amounts PSA pay to the extent permissible by law. As security for the payment of such amounts, you grant to PSA a security interest in any property or funds in the possession, or coming into the possession of PSA or any of PSA’s Affiliates. PSA may apply such funds or deal with such property as the Uniform Commercial Code or other applicable law permit a secured creditor to do.
23. Miscellaneous.
This Agreement shall be binding upon your heirs, executors, beneficiaries, successors and assigns, but you may not assign this Agreement without PSA’s prior written consent. This Agreement constitutes the entire agreement between you and PSA with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written, oral, or implied understandings, representations, and agreements of the parties relating to the subject matter of this Agreement. Neither you nor PSA may amend, supplement, or waive any provision of this Agreement except by a writing signed by you and PSA. The contractual obligations and duties set forth in this Agreement are only valid once you have acknowledged and agreed to this Agreement. If any term, provision, or clause of this Agreement or any portion of such term, provision or clause is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each remaining term, provision or clause or portion thereof will be valid and enforceable to the full extent permitted by law. Any section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.