HSA Vendor Agreement

1. Definitions

"Platform" means hsagrading.com and all HSA-operated websites, subdomains, storefronts, applications, livestream rooms, auction rooms, podcast studios, APIs and related services.

"Listing" means any product, lot, auction item, break slot, bundle or service Vendor uploads, publishes or offers on the Platform.

"Order" means any completed purchase of a Listing by a buyer through the Platform.

"Gross Sale Amount" means the item price paid by the buyer, excluding shipping charges, taxes collected and buyer-side platform fees.

"Payout" means amounts due to Vendor after deduction of commission, payment processing fees, refunds, chargebacks, adjustments and any offsets permitted by this Agreement.

"Prohibited Item" means any item described in Section 9 or otherwise unlawful under applicable federal, state or local law.

"Content" means photographs, descriptions, titles, video, audio, trademarks, livestream footage and any other material Vendor submits to the Platform.

2. Term, Renewal and Termination

2.1 Term. This Agreement begins on the Effective Date and remains in force for two (2) consecutive years (the "Initial Term"), expiring at 11:59 p.m. Eastern Time on the day before the second anniversary of the Effective Date.

2.2 Renewal. Unless either party gives written notice of non-renewal at least thirty (30) days before expiration, this Agreement automatically renews for successive one (1) year terms on the same commercial terms then published by HSA.

2.3 Termination by HSA. HSA may suspend, restrict, delist, demonetize or terminate Vendor's account, storefront, livestreams or Listings immediately and without prior notice for: (a) any actual or reasonably suspected fraud, counterfeit, misrepresentation or grading manipulation; (b) any violation of law or of this Agreement; (c) chargeback, dispute or complaint rates HSA deems excessive; (d) conduct harmful to buyers, other vendors, HSA's reputation or platform integrity; or (e) any legal, regulatory, banking or payment-processor requirement.

2.4 Termination by Vendor. Vendor may terminate for convenience on thirty (30) days' written notice to pregradepro@gmail.com, provided Vendor first fulfills every open Order, resolves every open dispute and satisfies every outstanding obligation.

2.5 Survival. Sections 5 through 22 survive expiration or termination for any reason, indefinitely where the subject matter so requires (including indemnity, limitation of liability, release, confidentiality, dispute resolution and record retention).

2.6 Effect of Termination. On termination Vendor remains liable for all Orders placed before termination, all refunds, chargebacks and returns arising from those Orders, and all sums owed to HSA. HSA may withhold Payouts for up to one hundred eighty (180) days after termination to cover anticipated refunds, chargebacks, claims and offsets.

3. Vendor Eligibility, Verification and Accuracy of Information

3.1 Vendor must be at least eighteen (18) years of age and legally capable of contracting. Entities must be validly formed and in good standing.

3.2 Vendor must complete HSA's onboarding verification, which may include government-issued photo identification, entity formation documents, taxpayer identification (EIN or SSN), the Pennsylvania REV-1220 exemption certificate where applicable, and payout account verification.

3.3 Vendor represents that all information supplied to HSA is true, accurate, current and complete, and agrees to update it within five (5) business days of any change. Submitting false, forged or altered identification or tax documentation is a material breach and may be reported to law enforcement.

3.4 HSA may, at any time and at its sole discretion, re-verify Vendor, request additional documentation, run identity, sanctions, watchlist and background screening, and suspend Vendor pending completion.

3.5 Vendor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise or fiduciary relationship. Vendor has no authority to bind HSA.

4. Uploading, Listing Standards and Content License

4.1 Accuracy. Every Listing must accurately and completely describe the item, including condition, defects, alterations, restoration, trimming, recoloring, reprints, reproductions, authentication status, grading company, certification number, and whether the item is autographed, licensed, custom or unlicensed.

4.2 Photographs. Photographs must be of the actual item in Vendor's possession. Stock, borrowed, AI-generated, mirrored or materially edited images that misrepresent condition are prohibited. Where HSA requires front and back photographs, both must be provided and must match the item shipped.

4.3 Slab and grade integrity. Vendor must not misrepresent a grade, alter a label, reholder an item so as to mislead, sell an item whose certification number does not match the item, or represent an item as HSA-graded when it is not.

4.4 Categories. Vendor must list each item in the correct category. HSA may reclassify, edit, retitle, relabel, suppress or remove any Listing at its sole discretion, including for accuracy, legality, taxonomy or search quality.

4.5 Inventory and pricing. Vendor is solely responsible for inventory accuracy, pricing, reserve prices, starting bids, break slot counts, giveaway terms and stock availability. Vendor must honor every completed Order at the price displayed to the buyer. Bid shielding, shill bidding, self-bidding, price manipulation and off-platform diversion of buyers are strictly prohibited.

4.6 Content license. Vendor grants HSA a worldwide, royalty-free, sublicensable, transferable, irrevocable license to host, reproduce, display, adapt, distribute, transmit, record, archive and use Content for operating, marketing, advertising and promoting the Platform and Vendor's Listings, including in livestream recordings, clips, social media and paid advertising. This license survives termination for archived and previously published material.

4.7 Vendor warrants that it owns or holds all rights necessary for the Content and that the Content does not infringe any copyright, trademark, right of publicity, privacy right or other right of any third party.

4.8 Livestreams. Livestream conduct must comply with applicable law and HSA's community standards. Harassment, hate speech, nudity, intoxication on stream, gambling mechanics not permitted by law, and unregistered sweepstakes are prohibited. HSA may end, suspend, mute, delete or archive any stream at any time.

5. Commission, Fees and Payment Processing

5.1 Commission. Except where HSA publishes a promotional rate in writing, HSA's commission is 13% of the Gross Sale Amount of each Order. Promotional rates apply only to the exact dates, vendors and conditions HSA states in writing and expire automatically.

5.2 Payment processing fees. All card, wallet and bank processing fees charged by HSA's payment processors are deducted from, or borne as stated in, the applicable fee schedule in effect at the time of sale. Where a promotion states HSA absorbs processing fees, that treatment applies only for the stated promotional period.

5.3 Additional fees. HSA may charge separately disclosed fees for optional services, including advertising, featured placement, promoted listings, grading, authentication, shipping supplies, studio time and premium storefront features. Vendor authorizes HSA to deduct all such fees from Payouts.

5.4 Fee changes. HSA may modify commission, fees and payout schedules on thirty (30) days' notice by email or in-platform notice. Continued use of the Platform after the effective date constitutes acceptance.

5.5 Taxes. Vendor is solely responsible for determining, collecting where required, reporting and remitting all sales, use, income, self-employment, franchise, excise and other taxes arising from Vendor's sales, and for all business licenses, permits and registrations. HSA may collect and remit marketplace facilitator tax where legally required, and may issue IRS Form 1099-K or other information returns as required by law. Vendor will provide a valid W-9 or equivalent on request and agrees to backup withholding where mandated.

5.6 Chargebacks and refunds. Vendor is financially responsible for all refunds, returns, chargebacks, dispute losses, payment reversals and associated processor fees attributable to Vendor's Orders. HSA may debit Payouts, set off future Payouts, or invoice Vendor directly for such amounts, and Vendor agrees to pay any invoice within ten (10) days.

5.7 Offsets and reserves. HSA may establish a rolling reserve, hold, delay or withhold Payouts where HSA reasonably suspects fraud, counterfeiting, excessive disputes, unfulfilled Orders, legal risk or amounts owing to HSA or to buyers.

5.8 Payout schedule. Payouts are issued on the schedule Vendor selects during onboarding (weekly, bi-weekly or monthly) to the payout destination Vendor provides, subject to processor timing, bank clearing, verification and the holds permitted above. Vendor is solely responsible for the accuracy of payout account details; HSA is not liable for funds misdirected due to Vendor's incorrect information.

5.9 Unclaimed funds. Payouts HSA cannot deliver due to invalid Vendor details may be held and, where required, escheated under applicable unclaimed property law.

6. Shipping, Packaging and Fulfillment Requirements

6.1 Vendor must ship each Order within two (2) business days of payment clearing, using the packaging and label format HSA specifies, and must upload valid tracking to the Platform at the time of shipment.

6.2 Items must be packed to prevent damage in transit using rigid protection appropriate to sports cards, slabs and collectibles (penny sleeve, top loader or slab protection, rigid stiffener, void fill and a sealed rigid mailer or box).

6.3 Vendor must comply with all carrier rules and all applicable shipping law, including USPS, UPS, FedEx and DHL terms, hazardous materials and lithium battery restrictions (49 C.F.R. Parts 171–180), export controls administered under the Export Administration Regulations (15 C.F.R. Parts 730–774), the International Traffic in Arms Regulations where applicable, and U.S. Treasury OFAC sanctions programs (31 C.F.R. Chapter V). Vendor will not ship to embargoed destinations or sanctioned persons.

6.4 Vendor must accurately declare contents and value on customs documentation for international Orders. Under-declaring value or mislabeling contents is prohibited.

6.5 Risk of loss and insurance. Risk of loss in transit is allocated between Vendor and the carrier under the carrier's contract of carriage. Vendor is responsible for obtaining adequate insurance or declared value coverage. HSA is not a shipper, carrier, freight forwarder or insurer, and bears no liability for loss, theft, delay, damage, seizure or destruction in transit.

6.6 Buyer-paid shipping. Where buyers pay shipping, Vendor must charge only actual, reasonable shipping and handling and must not use shipping charges to circumvent commission.

6.7 Non-shipment. Repeated late shipment, non-shipment, invalid tracking or unfulfilled Orders are a material breach and may result in immediate termination, Payout forfeiture to fund buyer refunds, and removal from the Platform.

7. Returns, Disputes and Buyer Protection

7.1 Vendor must honor HSA's published buyer protection and returns policy, including returns for items not as described, damaged in transit where Vendor's packaging was inadequate, counterfeit, or never delivered.

7.2 HSA may, at its sole discretion and without Vendor's consent, refund a buyer, reverse a sale, cancel an Order, or make a buyer whole, and may recover that amount from Vendor under Section 5.6.

7.3 Vendor will cooperate fully and promptly with HSA's dispute review, including providing photographs, tracking, packing evidence, provenance and authentication records within three (3) business days of request.

7.4 HSA's determination of any buyer dispute is final as between HSA and Vendor for purposes of Payout allocation, without prejudice to Vendor's separate rights against the buyer or carrier.

8. Grading, Authentication and No Guarantee

8.1 HSA grading and authentication services, including HSA Standard grading and pre-grade tools, express a subjective professional opinion at a point in time. They are not a warranty, guarantee, appraisal, insurance policy or statement of monetary value.

8.2 Grades, opinions, certification numbers, scans and population data are provided "AS IS" and may be revised, revoked or corrected. Market value is set by the market, not by HSA, and HSA makes no representation regarding resale value, liquidity or investment merit.

8.3 Vendor must not advertise or imply that HSA guarantees value, authenticity beyond the stated opinion, future grade retention, investment returns, or any specific resale outcome.

8.4 Vendor must not use HSA trademarks, slab imagery, label artwork, logos or certification numbers except as expressly authorized in writing, and never in a way that misrepresents HSA's opinion or endorsement.

9. Prohibited Items and Regulatory Compliance

Vendor may not list, sell, ship or promote any of the following on the Platform. This list is illustrative, not exhaustive, and does not limit Vendor's independent duty to comply with all applicable law.

• Counterfeit, replica, pirated, trimmed, recolored, reprinted, altered or unauthorized items, and any item infringing intellectual property rights (Lanham Act, 15 U.S.C. § 1051 et seq.; 18 U.S.C. § 2320).

• Forged, unauthenticated or falsely attributed autographs, and any item violating state autograph and collectible memorabilia certificate-of-authenticity statutes.

• Firearms, ammunition, explosives, destructive devices, firearm parts, magazines, silencers, 3D-printed weapon files and items regulated under the Gun Control Act (18 U.S.C. Chapter 44) or ATF regulation.

• Controlled substances, cannabis and derivatives, kratom, nitrous oxide, drug paraphernalia, tobacco, vaping products, nicotine products and alcohol.

• Human remains or body parts, ivory, rhinoceros horn, sea turtle products, and any wildlife product restricted by the Endangered Species Act (16 U.S.C. § 1531 et seq.), the Marine Mammal Protection Act, the Migratory Bird Treaty Act, the Lacey Act or CITES.

• Stolen property, items with removed or altered serial numbers, looted antiquities, Nazi and other hate-group propaganda merchandise, and items misappropriated from a bankruptcy, estate or consignment without authority.

• Hazardous materials, radioactive materials, toxic substances, recalled products, and products subject to CPSC recall or banned under the Consumer Product Safety Act (15 U.S.C. § 2051 et seq.).

• Items violating the Children's Product Safety rules, including children's products exceeding lead or phthalate limits (16 C.F.R. Part 1303; 15 U.S.C. § 1278a).

• Unlicensed professional or collegiate merchandise, bootleg trading cards, and items violating NCAA, league or player-association licensing rules.

• Lottery tickets, gambling devices, unregistered raffles or sweepstakes, chance-based "mystery" packages that constitute an illegal lottery, and any promotion violating state sweepstakes or gambling law.

• Currency counterfeits, forged documents, government identification, uncanceled stamps sold as postage, financial instruments, securities, cryptocurrency offerings and unregistered fractional-ownership interests.

• Personal data, medical records, prescription items, medical devices, dietary supplements making disease claims (21 U.S.C. § 343(r)), and any FDA-regulated product lacking required clearance or labeling.

• Goods subject to U.S. sanctions or export restrictions, or destined for sanctioned parties or embargoed jurisdictions.

• Any item Vendor does not physically possess and cannot lawfully transfer, and any drop-shipped item where Vendor cannot verify authenticity and condition.

9.2 Advertising compliance. All Listings, livestreams and promotions must comply with the FTC Act (15 U.S.C. § 45), the FTC Endorsement Guides (16 C.F.R. Part 255), the Mail, Internet or Telephone Order Merchandise Rule (16 C.F.R. Part 435), the CAN-SPAM Act, the TCPA where Vendor sends messages, and all truth-in-advertising and pricing requirements.

9.3 Anti-money laundering. Vendor will not use the Platform to launder funds, structure transactions, evade reporting thresholds, or facilitate any transaction with a sanctioned or watchlisted person. Vendor will comply with all applicable Bank Secrecy Act and OFAC obligations.

9.4 Enforcement. HSA may remove any Listing, cancel any sale, freeze Payouts, terminate Vendor and report Vendor to law enforcement, payment processors, rights holders or regulators, without prior notice, based on suspected violation of this Section.

10. Fraudulent, Counterfeit and Misrepresented Items — Penalties

10.1 Zero tolerance. Selling or attempting to sell a counterfeit, forged, altered, trimmed, stolen or materially misrepresented item is a material breach of this Agreement.

10.2 Liquidated remedies. For each confirmed instance, HSA may, cumulatively and at its sole discretion: (a) refund the buyer in full from Vendor's Payouts; (b) charge Vendor an administrative and investigative fee of five hundred dollars ($500) per item, which the parties agree is a reasonable estimate of HSA's investigation, remediation, reputational and support costs and not a penalty; (c) forfeit and apply Vendor's pending Payouts and any reserve; (d) permanently ban Vendor and any affiliated accounts; (e) retain the item as evidence or surrender it to law enforcement or the rights holder; and (f) publicly delist affected Listings.

10.3 Reporting. HSA may report suspected fraud, counterfeiting, wire fraud (18 U.S.C. § 1343), mail fraud (18 U.S.C. § 1341) or trafficking in counterfeit goods (18 U.S.C. § 2320) to federal, state and local authorities, to payment networks, and to affected rights holders, and may disclose Vendor's identity, transaction records and verification documents in doing so. Vendor consents to such disclosure and waives any claim arising from it, absent HSA's bad faith.

10.4 Restitution. Vendor will reimburse HSA for all losses arising from Vendor's fraud or misrepresentation, including buyer refunds, chargeback fees, processor penalties, investigative costs, third-party claims and attorneys' fees.

10.5 No cure period. The remedies in this Section apply immediately and without a cure period.

11. Vendor Representations and Warranties

Vendor represents, warrants and covenants, continuously throughout the Term, that: (a) Vendor has full legal right, title and authority to sell every item listed; (b) every item is genuine, lawfully obtained and accurately described; (c) Vendor complies with all applicable federal, state and local laws, rules, regulations, ordinances and licensing requirements; (d) Vendor will not engage in fraud, deception, price manipulation, shill bidding or off-platform circumvention; (e) Vendor maintains all required tax registrations; (f) Vendor's Content is non-infringing; (g) Vendor is not a sanctioned or debarred person; and (h) Vendor will maintain accurate books and records of all Platform sales for at least four (4) years.

12. Disclaimers — Platform Provided "AS IS"

12.1 THE PLATFORM, ALL TOOLS, GRADING OPINIONS, SCANS, PRICE DATA, LIVESTREAM INFRASTRUCTURE, ANALYTICS, SHIPPING TOOLS, LABELS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

12.2 HSA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

12.3 HSA DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, SECURE OR TIMELY OPERATION; THAT STREAMS, AUCTIONS, BIDS, PAYMENTS OR UPLOADS WILL NOT FAIL, LAG, DROP OR BE LOST; OR THAT DATA WILL NOT BE LOST OR CORRUPTED. HSA IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, INCLUDING PAYMENT PROCESSORS, STREAMING PROVIDERS, CARRIERS, BANKS, HOSTING PROVIDERS OR MARKETPLACE INTEGRATIONS.

12.4 HSA DOES NOT GUARANTEE SALES VOLUME, VIEWERSHIP, BIDS, REVENUE, PRICING OUTCOMES, SEARCH PLACEMENT OR ANY COMMERCIAL RESULT. ANY FORECAST OR EXAMPLE IS ILLUSTRATIVE ONLY.

12.5 HSA IS NOT A PARTY TO THE SALE CONTRACT BETWEEN VENDOR AND BUYER, IS NOT THE SELLER OF RECORD FOR VENDOR'S GOODS, AND DOES NOT TAKE TITLE, CUSTODY OR POSSESSION EXCEPT WHERE HSA EXPRESSLY ACCEPTS AN ITEM FOR GRADING UNDER SEPARATE TERMS.

12.6 HSA IS NOT A BROKER, DEALER, INVESTMENT ADVISER, APPRAISER, ESCROW AGENT, INSURER, TAX ADVISER OR LAW FIRM, AND PROVIDES NO LEGAL, TAX, ACCOUNTING OR INVESTMENT ADVICE.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, HSA AND ITS OWNERS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, GRADERS, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS (THE "HSA PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SALES, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 AGGREGATE CAP. THE HSA PARTIES' TOTAL AGGREGATE LIABILITY TO VENDOR FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE LESSER OF (A) THE TOTAL COMMISSIONS HSA ACTUALLY RETAINED FROM VENDOR'S SALES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500.00).

13.3 ITEM LOSS CAP. WHERE HSA HAS PHYSICAL CUSTODY OF AN ITEM FOR GRADING OR FULFILLMENT, THE HSA PARTIES' LIABILITY FOR LOSS OR DAMAGE TO THAT ITEM IS LIMITED TO THE DECLARED VALUE VENDOR STATED ON THE INTAKE FORM, CAPPED AT THE AMOUNT OF ANY APPLICABLE INSURANCE ACTUALLY RECOVERED, AND IN NO EVENT MORE THAN ONE HUNDRED DOLLARS ($100.00) PER ITEM ABSENT A SEPARATE WRITTEN INSURED-VALUE AGREEMENT.

13.4 The limitations in this Section apply regardless of whether a limited remedy fails of its essential purpose, apply to the fullest extent permitted by law, and are an essential basis of the bargain without which HSA would not provide the Platform. Some jurisdictions limit certain exclusions; in those jurisdictions liability is limited to the minimum extent the law permits.

13.5 Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, labor action, carrier failure, utility or internet outage, cyberattack, processor failure, bank failure, or governmental action.

14. No-Hold-Liability, Release and Assumption of Risk

14.1 NO HOLD LIABILITY. VENDOR AGREES TO HOLD HSA AND THE HSA PARTIES HARMLESS AND NOT TO HOLD THEM LIABLE, TO THE FULLEST EXTENT PERMITTED BY LAW, FOR ANY CLAIM, LOSS, DAMAGE, COST, EXPENSE, FINE, PENALTY, SEIZURE, DELAY, DISPUTE OR INJURY ARISING FROM OR RELATING TO: VENDOR'S ITEMS, LISTINGS, CONTENT, SHIPMENTS, PACKAGING, PRICING, TAXES, GRADING OPINIONS, LIVESTREAMS, BUYER INTERACTIONS, CHARGEBACKS, PAYOUT DETAILS, THIRD-PARTY SERVICES, OR ANY ACT OR OMISSION OF VENDOR, ITS PERSONNEL, ITS BUYERS OR ITS CARRIERS.

14.2 RELEASE. VENDOR FULLY, FINALLY AND FOREVER RELEASES AND DISCHARGES THE HSA PARTIES FROM ALL CLAIMS, DEMANDS, ACTIONS AND CAUSES OF ACTION, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING FROM OR RELATING TO THE MATTERS DESCRIBED IN SECTION 14.1. VENDOR EXPRESSLY WAIVES ANY STATUTE OR RULE OF LAW THAT WOULD OTHERWISE PRESERVE CLAIMS UNKNOWN AT THE TIME OF THIS RELEASE.

14.3 ASSUMPTION OF RISK. VENDOR KNOWINGLY AND VOLUNTARILY ASSUMES ALL RISK OF LOSS ASSOCIATED WITH SELLING COLLECTIBLES ONLINE, INCLUDING MARKET RISK, FRAUDULENT BUYERS, CHARGEBACK RISK, SHIPPING LOSS, GRADE SUBJECTIVITY, PLATFORM DOWNTIME AND REGULATORY CHANGE.

14.4 This Section does not purport to waive any right that cannot lawfully be waived, and does not apply to HSA's own proven willful misconduct where applicable law prohibits such a waiver.

15. Indemnification

15.1 Vendor will defend, indemnify and hold harmless the HSA Parties from and against any and all third-party and governmental claims, demands, suits, proceedings, investigations, judgments, settlements, fines, penalties, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and expert costs) arising out of or relating to: (a) Vendor's items, Listings, Content, statements or livestreams; (b) any actual or alleged counterfeit, infringing, unsafe, prohibited or misdescribed item; (c) Vendor's breach of this Agreement or of any representation or warranty; (d) Vendor's violation of any law or regulation; (e) Vendor's taxes; (f) Vendor's shipping, packaging or fulfillment; (g) buyer claims relating to Vendor's Orders; and (h) any personal injury, property damage or death allegedly caused by Vendor's items.

15.2 HSA may, at Vendor's expense, assume exclusive control of the defense and settlement of any indemnified matter. Vendor will not settle any matter that imposes obligation or admission on an HSA Party without HSA's prior written consent, and will cooperate fully in the defense.

15.3 Vendor's indemnity obligations survive termination indefinitely.

16. Insurance

16.1 Vendor is solely responsible for insuring its own inventory, shipments, business operations and liability exposure. HSA's coverage, if any, does not extend to Vendor.

16.2 On HSA's request, Vendor will obtain and maintain commercial general liability coverage of not less than $1,000,000 per occurrence and provide a certificate of insurance naming HSA as an additional insured.

17. Confidentiality, Data and Privacy

17.1 Vendor will keep confidential all non-public HSA information, including fee arrangements, buyer data, platform roadmaps, grading methodology, employee access procedures and system credentials, and will use it solely to perform under this Agreement.

17.2 Buyer data. Buyer names, addresses, emails and order data are provided solely to fulfill Orders and resolve disputes. Vendor will not sell, rent, market to, harvest, retain beyond legal necessity, or export buyer data, and will comply with all applicable privacy law, including where relevant the CCPA/CPRA and other state privacy statutes. Vendor will notify HSA within twenty-four (24) hours of any suspected data breach involving Platform data.

17.3 Vendor will maintain reasonable administrative, technical and physical safeguards over Platform data and account credentials, and is responsible for all activity under its account.

17.4 HSA may retain records, documents, recordings and transaction data for as long as HSA deems necessary for legal, tax, audit, fraud-prevention and evidentiary purposes.

18. Intellectual Property

18.1 HSA owns the Platform and all HSA trademarks, logos, slab designs, label artwork, certification formats, software, databases and compilations. No rights are granted except the limited license in Section 18.2.

18.2 During the Term, HSA grants Vendor a revocable, non-exclusive, non-transferable license to use HSA's name and marks solely to identify Vendor as an HSA marketplace vendor, in accordance with HSA's brand guidelines. All goodwill inures to HSA.

18.3 Vendor will not reverse engineer, scrape, copy, resell, frame, mirror or create derivative works from the Platform, nor use automated tools to extract data.

18.4 HSA operates a repeat-infringer policy and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). HSA may remove Content on receipt of a takedown notice without liability to Vendor.

19. Dispute Resolution, Arbitration and Class Action Waiver

19.1 Informal resolution. Before initiating any proceeding, the complaining party will send written notice describing the dispute to the other party and allow thirty (30) days for good-faith resolution.

19.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, the Platform or the relationship between the parties that is not resolved informally will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Pennsylvania, before a single arbitrator, and governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

19.3 CLASS ACTION AND JURY WAIVER. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.

19.4 Exceptions. Either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information or platform integrity, and either party may bring an individual action in small claims court.

19.5 Time limit. Any claim must be brought within one (1) year after the claim arises, or it is permanently barred, to the extent such a limitation is enforceable.

19.6 Governing law and venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania and applicable United States federal law, without regard to conflict-of-laws rules. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Pennsylvania, and waive any objection to that venue.

19.7 Prevailing party. In any arbitration or court proceeding, the prevailing party is entitled to recover reasonable attorneys' fees, expert fees and costs.

20. Compliance With Law and Government Regulation — General

20.1 Vendor will comply with all applicable laws, including without limitation: the Federal Trade Commission Act; the Lanham Act; the Consumer Product Safety Act and Consumer Product Safety Improvement Act; the INFORM Consumers Act (Pub. L. No. 117-328) and Vendor's related seller-disclosure and verification duties; state consumer protection and unfair trade practices statutes; state and federal sales and use tax and marketplace facilitator laws; the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.); the Bank Secrecy Act and OFAC sanctions programs; export control laws; hazardous materials transport rules; the CAN-SPAM Act and TCPA; the DMCA; and all applicable privacy, data security, autograph authenticity, and collectible disclosure statutes.

20.2 Vendor acknowledges HSA may collect and verify identity and bank information for high-volume sellers as required by the INFORM Consumers Act, and may suspend Vendor for failure to certify or verify required information.

20.3 Vendor will respond to any governmental or regulatory inquiry relating to Vendor's Platform activity, and will notify HSA within three (3) business days of receiving any subpoena, investigative demand, recall notice or enforcement action related to items sold through the Platform.

20.4 HSA may comply with lawful process, including subpoenas and law enforcement requests, and may disclose Vendor information accordingly without liability to Vendor.

21. Modifications, Notices and Account Administration

21.1 HSA may modify this Agreement and any policy incorporated by reference, effective thirty (30) days after notice by email or in-platform notice. Vendor's continued listing or selling after the effective date constitutes acceptance. If Vendor objects, Vendor's sole remedy is to terminate under Section 2.4.

21.2 Incorporated policies. HSA's Terms of Service, Privacy Policy, buyer protection and returns policy, shipping and labeling standards, livestream community standards, promotional terms and published fee schedule are incorporated into this Agreement by reference. Where a conflict exists, this Agreement controls as between HSA and Vendor.

21.3 Notices to Vendor are effective when sent to the email on file. Notices to HSA must be sent to pregradepro@gmail.com and are effective on confirmed receipt.

21.4 Vendor will not create multiple or affiliated accounts to evade suspension, fees or enforcement.

22. General Provisions

22.1 Entire agreement. This Agreement, together with the policies incorporated by reference, is the complete and exclusive agreement between the parties and supersedes all prior or contemporaneous discussions, representations and agreements on its subject matter.

22.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remainder continues in full force.

22.3 No waiver. No failure or delay in exercising any right operates as a waiver. Waivers must be in writing and signed by the waiving party.

22.4 Assignment. Vendor may not assign or delegate this Agreement without HSA's prior written consent. HSA may assign freely, including in connection with a merger, financing or sale of assets.

22.5 No third-party beneficiaries, except that the HSA Parties may enforce Sections 13, 14 and 15.

22.6 Cumulative remedies. HSA's remedies are cumulative and in addition to all remedies available at law or in equity.

22.7 Interpretation. Section headings are for convenience only. "Including" means "including without limitation". The rule construing ambiguities against the drafter does not apply.

22.8 Counterparts and electronic signature. This Agreement may be executed electronically and in counterparts. Under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in Pennsylvania, Vendor's electronic signature, typed name, drawn signature, IP address and timestamp constitute a valid, binding and enforceable signature with the same legal effect as a handwritten signature on paper. Vendor consents to transact electronically and to receive records electronically.

22.9 Authority. The individual signing below represents that he or she is at least eighteen (18) years old and is duly authorized to bind Vendor and any entity named.