Terms of service

PRIME TIME SPORTS & FRAMING, LLC

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
1. Applicability.
(a) These terms and conditions of sale (these “Terms”) are the only terms that
govern the sale of the goods (“Goods”) and services (“Services”) by PRIME TIME SPORTS &
FRAMING, LLC (“Seller”) to any buyer of Goods or Services from the Seller (“Buyer”).
Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in
existence covering the sale of the Goods and Services covered hereby, the terms and conditions of
said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The accompanying quotation, confirmation of sale, receipt, or invoice, as
applicable (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”)
comprise the entire agreement between the parties and supersede all prior or contemporaneous
understandings, agreements, negotiations, representations and warranties, and communications,
both written and oral. These Terms prevail over any of Buyer's general terms and conditions of
purchase regardless of whether or when Buyer has submitted its purchase order or such terms.
Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and
conditions and does not serve to modify or amend these Terms.
2. Delivery of Goods and Performance of Services.
(a) The Goods will be shipped, or available for pickup, within a reasonable time
after the receipt of Buyer's purchase, subject to availability. Seller shall not be liable for any
delays, loss, or damage in transit.
(b) Unless otherwise agreed in writing by the parties, Seller shall make the Goods
available for pickup at Seller’s location. Where shipment is the desired method of delivery, Seller
shall deliver the goods to its standard mail or package carrier for packaging and shipping such
Goods (the “Shipping Point”). Buyer shall pick up the Goods within ______ days of Seller's
written notice that the Goods are available for pick up. All shipping is FOB Shipping Point.
(c) If for any reason Buyer fails to accept delivery of any of the Goods, or fails to
pickup any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been
delivered at the Delivery Point or have been made ready for pickup, or if Seller is unable to
deliver the Goods at the Shipping Point on such date because Buyer has not provided appropriate
instructions or addresses: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be
deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer
picks them up, whereupon Buyer shall be liable for all related costs and expenses (including,
without limitation, storage, and insurance).
(d) Seller shall use reasonable efforts to meet any performance dates to render the
Services specified in the Sales Confirmation, and any such dates shall be estimates only.

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3. Non-Delivery.
(a) The quantity of any Goods as recorded by Seller on dispatch from Seller's place
of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can
provide conclusive evidence proving the contrary.
(b) Seller shall not be liable for any non-delivery of Goods (even if caused by
Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within three
(3) days of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of Seller for non-delivery of the Goods shall be, at Seller’s option,
limited to replacing the Goods within a reasonable time or providing a refund for the non-
delivered goods. Notwithstanding the foregoing, Seller shall not be liable to Buyer under this
Section, for non-delivery of the Goods which is not the fault of Seller.
(d) Buyer acknowledges and agrees that the remedies set forth in Section 3 are
Buyer's exclusive remedies for any non-delivery of Goods.
4. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at
the Shipping Point, or upon pickup by the Buyer.
5. Buyer's Acts or Omissions. If Seller's performance of its obligations under this
Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors,
consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or
otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the
extent arising directly or indirectly from such prevention or delay.
6. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods within five (5) days of the receipt of such Goods
(the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies
Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such
written evidence or other documentation as reasonably required by Seller. “Nonconforming
Goods” means only the following: (i) product shipped is different than identified in Buyer's
purchase order or receipt; or (ii) Buyer believes that such Goods contain inauthentic autographs.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its
sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or
refund the Price for such Nonconforming Goods, together with any reasonable shipping and
handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and
risk of loss, the Nonconforming Goods to the place Seller instructs Buyer to ship to. If Seller
exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's
shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the
replaced Goods to the Shipping Point. Buyer shall not be entitled to any remedy under this
Section, unless and until the Nonconforming Goods are received by Seller in the same condition
in which they were shipped to Buyer.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b) are
Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under

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Section 8(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to
return Goods purchased under this Agreement to Seller.
7. Price.
(a) Buyer shall purchase the Goods and Services from Seller at the price[s] (the
“Price[s]”) set forth by Seller.
(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar
taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts
payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that,
Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income,
revenues, gross receipts, personal or real property, or other assets.
8. Payment Terms.
(a) Unless otherwise agreed to by Seller, Buyer shall pay all amounts due at the
point of sale. Buyer shall make all payments hereunder by cash, check or credit card and in US
dollars.
(b) Buyer shall not withhold payment of any amounts due and payable by reason of
any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or
otherwise.
9. Limited Warranty.
(a) SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT
TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b)
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF
TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY
LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,
OR OTHERWISE.
(b) Products, services, or goods manufactured, supplied, or rendered by a third party,
including those on consignment (“Third Party Product”) may constitute, contain, be contained
in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of
doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF
MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;
WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) The Seller shall not be liable for a breach of the warranties set forth in Section
11(b) unless: (i) Buyer gives written notice of the defective or non-conforming Services, as the
case may be, reasonably described, to Seller within ten (10) days of the time when Buyer
discovers or ought to have discovered the defect; and (ii) Seller reasonably verifies Buyer's claim
that the Services are defective or non-conforming.

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(d) With respect to any Services subject to a claim as nonconforming, Seller shall, in
its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price
of such Services at the pro rata purchase price.
(e) THE REMEDIES SET FORTH IN THIS AGREEMENT ARE THE
BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY
FOR ANY BREACH OF THIS AGREEMENT WITH RESPECT TO ANY GOODS OR
SERVICES SOLD OR PROVIDED TO BUYER.
10. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY
THIRD PARTY FOR ANY LOSS OF USE, LOSS OF PROFIT OR, APPRECIATION IN
VALUE, LOSS OF OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES
WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE
OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR
RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR
THE GOODS AND SERVICES SOLD HEREUNDER.
11. Termination. In addition to any remedies that may be provided under these Terms, Seller
may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to
pay any amount when due under this Agreement and such failure continues for five (5) days after the date
of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in
whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has
commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for
the benefit of creditors.
12. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective
unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising,
any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a
waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes
any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to
have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any
term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when
and to the extent such failure or delay is caused by or results from acts beyond the impacted party's
(“Impacted Party”) reasonable control, including, without limitation, the following force majeure events
(“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, hurricanes, tornadoes,
epidemics and pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or
blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes,

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labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns,
power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or
inability or delay in obtaining supplies of adequate or suitable materials; (i) other similar events beyond
the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) days of
the Force Majeure Event to the other party, stating the period of time the occurrence is expected to
continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of
such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its
obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted
Party's failure or delay remains uncured for a period of ______________ consecutive days following
written notice given by it under this Section 13, either party may thereafter terminate this Agreement
upon thirty (30) days' written notice.
14. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of Seller. Any purported assignment or delegation
in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its
obligations under this Agreement.
15. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is intended
to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any
nature whatsoever under or by reason of these Terms.
16. Governing Law. All matters arising out of or relating to this Agreement are governed by
and construed in accordance with the internal laws of the State of Ohio without giving effect to any
choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than those of the State of Ohio.
17. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating
to this Agreement shall be instituted in the federal courts of the United States of America or the courts of
the State of Ohio in each case located in the City of Akron and County of Summit, and each party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
18. Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction.
19. Survival. Provisions of these Terms which by their nature should apply beyond their
terms will remain in force after any termination or expiration of this Agreement including, but not limited
to, the following provisions: Governing Law, Submission to Jurisdiction and Survival.
20. Amendment and Modification. These Terms may be amended at any time by a writing
signed by Seller.