User Agreement

These Terms and Conditions ("Terms") govern your use of services and certifications provided by Autograph COA, LLC ("ACOA," "we," "us," or "our"). By submitting items to ACOA, by using or relying on any ACOA opinion, certificate, letter of authenticity ("LOA"), label, sticker, or online lookup, by purchasing or selling an item bearing an ACOA certification, or by otherwise interacting with our services, you agree to be bound by these Terms.

1.Acceptance & Scope

These Terms apply to (a) any person or entity who submits items to ACOA ("Submitter"), and (b) any person or entity who relies upon, displays, references, transfers, purchases, sells, or otherwise uses any ACOA certification, opinion, LOA, label, sticker, or online lookup result (each, an "Opinion") with respect to any item, whether or not that person submitted the item to ACOA (a "Relying Party"). Submitters and Relying Parties are collectively referred to as "Customer." Reliance on, or use of, any Opinion constitutes acceptance of these Terms as a condition of that reliance or use, and is a benefit Customer is not entitled to except on those terms.

2.Services Covered

These Terms cover the authentication services ACOA currently offers, which include: (a) mail-in physical authentication, in which Customer ships an item to ACOA for in-hand examination and ACOA issues an Opinion in the form of a certificate, LOA, sticker, or label; (b) in-person authentication at autograph shows, signings, and similar events, in which an ACOA representative examines an item on-site; and (c) online photo or scan authentication, in which Customer submits digital images of an item and ACOA renders an Opinion based on those images alone, without physical examination. ACOA may add, modify, suspend, or discontinue any service at any time. Services or programs no longer offered by ACOA are not covered by these Terms, and no past reference to a discontinued service creates any continuing obligation.

3.Nature of Authentication; No Warranty

Certification and authentication involve individual judgments that are inherently subjective and require the exercise of professional opinion, which may change from time to time and may differ among reasonable authenticators. Each Opinion is an opinion only and is not a guarantee, warranty, or representation of authenticity, value, condition, provenance, or any other fact. ACOA expressly disclaims any and all warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, with respect to any Opinion or service. No employee, contractor, or representative of ACOA has authority to modify this disclaimer except in a writing signed by an officer of ACOA. An online photo/scan Opinion is rendered without the benefits of in-hand examination and is inherently more limited than a physical-examination Opinion; Customer accepts the heightened limitations of that medium when requesting that service.

4.Contrary Third-Party Opinions

Customer acknowledges that other authenticators, experts, dealers, auction houses, collectors, or commentators may from time to time render opinions that differ from an ACOA Opinion. The existence of a contrary opinion — whether informal, written, paid, unpaid, public, or private, and whether issued by an individual, a business, a self-described "expert," or any other party — (a) is not evidence that any ACOA Opinion is incorrect, (b) does not create any duty on ACOA to revise, withdraw, or reconsider an Opinion, (c) does not entitle Customer to a refund, exchange, indemnity, damages, or any other remedy, and (d) does not waive, modify, or impair any provision of these Terms. Differing professional opinions are an expected feature of the autograph and memorabilia industry and do not establish error, negligence, or bad faith on the part of ACOA.

5.Finality of Opinions; No Right to Re-Review

Each ACOA Opinion is final at the time it is issued. ACOA has no obligation to re-examine, reconsider, revise, withdraw, supplement, or otherwise reopen any Opinion, whether on the basis of a contrary third-party opinion, additional photographs or materials, the passage of time, changes in the marketplace, Customer dissatisfaction, or any other reason. ACOA may, in its sole and unreviewable discretion, choose to re-examine an item or revisit an Opinion, but no such voluntary action shall (a) create any obligation to do so again in any other case, (b) constitute an admission that the original Opinion was incorrect, or (c) waive any provision of these Terms. Customer agrees not to characterize an Opinion as "preliminary," "provisional," or otherwise subject to revision absent a written statement from ACOA expressly saying so.

6.Non-Refundable Fees

All fees paid to ACOA are NON-REFUNDABLE once an item has begun the authentication process, except as expressly stated in ACOA's published Refund Policy or as required by law.

7.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACOA'S AGGREGATE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY OPINION, SERVICE, ITEM, OR THESE TERMS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID TO ACOA BY CUSTOMER FOR THE SPECIFIC ITEM GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100). IN NO EVENT SHALL ACOA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST RESALE VALUE, DIMINUTION IN VALUE, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER ACOA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING CAP APPLIES IN ADDITION TO, AND DOES NOT INCREASE, ANY SHIPPING-RELATED CAP IN SECTION 8.

8.Loss or Damage in ACOA's Custody

ACOA shall have no liability for any damage to any item that ACOA can reasonably demonstrate occurred while not in the custody or control of ACOA. If ACOA determines that a submission was lost or damaged while in ACOA's possession, fault will first be assessed, and Customer may be compensated for a portion of, or up to the full amount of, the current fair market value of the submission, subject to a fair assessment of fault. The owner's declared value is used both to determine insurance cost of the return shipment and as the maximum amount that can be claimed for damage or loss in shipment.

IN NO EVENT SHALL THE TOTAL LIABILITY UNDER THIS SECTION EXCEED THE DECLARED VALUE OF THE ITEM.

9.Mislabeling; Customer Cooperation

ACOA will provide collectors with thorough, consistent, and accurate authentication efforts. Occasionally an item may have a typographical or clerical error on a label, sticker, certificate, or letter of authenticity. Customer agrees to return any incorrectly described item to ACOA upon request at any time so ACOA may correct or withdraw the certification, and agrees to indemnify and hold harmless ACOA and its affiliates against all losses and claims (including reasonable attorneys' fees) caused by the circulation or sale of a mismarked or inappropriate item or any unauthorized use of an ACOA certificate, sticker, or label.

10.Indemnification by Customer

Customer agrees to defend, indemnify, and hold harmless ACOA, its officers, directors, employees, contractors, agents, and affiliates from and against any and all third-party claims, demands, suits, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer's use, display, reproduction, or transfer of any Opinion, (b) Customer's sale, consignment, or distribution of any item bearing an Opinion, (c) Customer's breach of these Terms, or (d) Customer's violation of any applicable law or third-party right. ACOA reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which case Customer agrees to cooperate fully.

11.Abandoned Items

ACOA will not be responsible for returning items sent with insufficient payment or inadequate contact information, nor will ACOA be required to contact Customer or retain such items for a period in excess of three (3) months from initial receipt. Items unclaimed after that period may be disposed of in ACOA's sole discretion without further notice and without liability.

12.Opinions Are Non-Transferable; Confidentiality of Disputes

Opinions are issued to the original Submitter. While the resulting certificate or LOA may accompany the item upon transfer, the underlying contractual rights against ACOA are personal to the Submitter and are not assignable. ACOA owes no separate duty to any Relying Party other than as expressly stated in these Terms. To preserve the integrity of the dispute-resolution process, Customer agrees not to publish, post, broadcast, or otherwise disseminate to any third party (other than Customer's attorney, accountant, or insurer under obligation of confidence) any public statement disparaging an Opinion, alleging that an item is not authentic, or alleging that ACOA acted negligently or in bad faith, until the dispute-resolution procedures in Sections 13 and 14 have been exhausted and a final award or judgment has been entered.

13.Pre-Suit Notice and Good-Faith Negotiation

Before initiating any lawsuit, arbitration, or other formal proceeding against ACOA, Customer shall send written notice of the dispute to ACOA at its principal place of business (email to a then-current address listed on ACOA's contact page is sufficient) describing in reasonable detail the nature of the dispute, the specific item(s) involved, and the relief sought. The parties shall negotiate in good faith for at least sixty (60) days following receipt of such notice before either party may commence any proceeding. Compliance with this Section is a condition precedent to any action against ACOA. The limitations period in Section 15 shall be tolled during this sixty-day period.

14.Binding Arbitration; Class-Action and Jury Waiver

Except for claims for injunctive relief to protect ACOA's intellectual property, certification marks, or confidential information, any controversy or claim arising out of or relating to these Terms, any Opinion, or any ACOA service that is not resolved under Section 13 shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the seat of arbitration in Middlesex County, Connecticut. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this agreement is void or voidable.

CUSTOMER AND ACOA EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. Judgment on the award may be entered in any court of competent jurisdiction.

15.Time Bar (One Year)

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, ANY OPINION, OR ANY ACOA SERVICE MUST BE COMMENCED — WHETHER IN ARBITRATION OR IN COURT — WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT SHALL BE PERMANENTLY BARRED, NOTWITHSTANDING ANY LONGER PERIOD THAT MAY OTHERWISE BE PROVIDED BY LAW. A CLAIM ACCRUES NO LATER THAN THE DATE THE OPINION AT ISSUE WAS ISSUED OR THE DATE THE COMPLAINED-OF EVENT OCCURRED, WHICHEVER IS EARLIER.

16.Governing Law & Forum

These Terms, and the rights and obligations of the parties, shall be governed by and construed in accordance with the laws of the State of Connecticut and applicable U.S. federal law (including the Federal Arbitration Act), without regard to conflict-of-laws principles. Subject to Section 14, the state courts of the Judicial District of Middlesex (Middletown), Connecticut, and the United States District Court for the District of Connecticut, shall have exclusive jurisdiction and venue over any action arising out of or related to these Terms or any Opinion (including any action to enforce an arbitration award or to seek injunctive relief preserved by Section 14), and Customer expressly waives any objection to such venue or jurisdiction.

17.Intellectual Property; Acceptable Use; Restrictions

All content made available through ACOA's services and website — including without limitation certificates, LOAs, labels, stickers, online lookup results, photographs, images, scans, descriptions, signer and exemplar data, compilations, databases, text, graphics, logos, and certification marks (collectively, "ACOA Content") — is owned by ACOA or its licensors and is protected by copyright, trademark, and other intellectual-property laws. Except for the limited ability to view an Opinion for the purpose of verifying a specific item, no license or other right in any ACOA Content is granted to Customer.

Customer shall not, and shall not permit or assist any third party to: (a) access, monitor, index, copy, or harvest ACOA Content or any portion of the website by any automated or non-manual means, including without limitation robots, spiders, crawlers, scrapers, bots, scripts, headless browsers, data-mining tools, or any similar collection, extraction, or automation technology; (b) copy, reproduce, republish, download, store, transmit, distribute, sell, license, or otherwise exploit any ACOA Content, including any images or photographs; or (c) use, or permit the use of, any ACOA Content, data, or images to create, populate, verify, benchmark, or improve — or to train, fine-tune, or develop — any dataset, database, authentication service, exemplar library, machine-learning or artificial-intelligence model, product, or service that competes with or replicates any ACOA service, in whole or in part.

ACOA Content and services are provided for personal, non-commercial verification use only. Any commercial use of ACOA Content — including any use in connection with a competing or complementary authentication, grading, exemplar, or data product — requires ACOA's prior express written license. ACOA reserves the right, in its sole discretion and without notice or liability, to limit, suspend, block, throttle, or terminate any user's or any IP address's access to its services or website, and to pursue all available legal and equitable remedies, for any actual or suspected violation of this Section. The injunctive-relief carve-out in Section 14 applies to violations of this Section.

18.No Third-Party Beneficiaries

Except as expressly provided in these Terms with respect to Relying Parties (who are bound by these Terms as a condition of reliance), there are no third-party beneficiaries to these Terms. Nothing in these Terms grants any right or remedy to any person other than ACOA and Customer.

19.Force Majeure

ACOA shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, carrier delays, or supply-chain disruptions.

20.Modification of Terms

ACOA may modify these Terms from time to time by posting an updated version at the URL where these Terms are then published. The version of these Terms in effect at the time Customer submits an item, or at the time a Relying Party relies on an Opinion, governs that submission or reliance. Continued use of ACOA services after a modification constitutes acceptance of the modified Terms.

21.Severability; No Waiver; Assignment; Entire Agreement; Notices

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect; provided, however, that if the class-action waiver in Section 14 is held unenforceable, the entire arbitration provision in Section 14 shall be null and void and disputes shall instead be resolved in the courts identified in Section 16. No failure or delay by ACOA in exercising any right shall operate as a waiver of that right. Customer may not assign these Terms or any rights hereunder without ACOA's prior written consent; ACOA may freely assign. These Terms, together with ACOA's published Refund Policy and Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, representations, and understandings, whether oral or written. Notices to ACOA shall be sent to the address or email listed on ACOA's then-current Contact page; notices to Customer shall be sent to the address or email Customer provided to ACOA.

22.Electronic Acceptance

Customer agrees that submitting an item, clicking an "I agree" or equivalent control, or otherwise using ACOA's services or relying on an Opinion constitutes Customer's electronic signature and acceptance of these Terms with the same legal effect as a handwritten signature.