Vendor Table License and Liability Waiver

This is the agreement every vendor accepts when reserving table space at a show on CardBase. It applies to every table on the platform, including complimentary and discounted ones. A host may add its own show terms on top of it at checkout.

Platform: CardBase, a product of Obsidian Ridge Holdings LLC ("CardBase").

The Show, the Host, the Venue, and the Show Date(s) for any given reservation are the ones identified on the CardBase Show listing at the time Vendor reserves Booth Space, together with any additional show terms the Host publishes at checkout. Those particulars, and any such additional terms, are incorporated into this Agreement by reference for that reservation.

This Vendor Table License and Liability Waiver ("Agreement") is entered into between the party organizing the Show ("Host") and the person or entity reserving table space ("Vendor"). Vendor accepts this Agreement by checking the acceptance box, completing a table reservation, or submitting payment through CardBase, whichever occurs first. Acceptance creates a binding contract with the same force as a handwritten signature.

Except where CardBase occupies the Host role under Section 0.2, CardBase is not a party to the table license between Host and Vendor. CardBase is an intended third-party beneficiary of Sections 0, 4, 7, 8, 10, 11, 12, 13, 16, and 19, and may enforce those Sections directly against Vendor in its own name.

Vendor's use of CardBase is also governed by the CardBase Terms of Service and the Privacy Policy. If you are hosting a show rather than renting a table, Section 26 of the Terms of Service governs your role instead.

0. Roles and Capacity

0.1 Role-based obligations. This Agreement assigns obligations and protections by role, not by identity. "Host" means the party organizing a given Show. "Vendor" means the party occupying Booth Space at that Show. The same person or entity may hold different roles at different Shows, or more than one role at the same Show.

0.2 CardBase acting as Host. Where CardBase, Obsidian Ridge Holdings LLC, or an affiliate organizes a Show, that party occupies the Host role for that Show and assumes the Host obligations in this Agreement for that Show only. Doing so does not waive, merge, limit, or otherwise affect the platform-level disclaimers, releases, and limitations in this Agreement or in the CardBase Terms of Service, which apply independently and in every capacity. Disclaimers that reference Host and CardBase as separate parties are not extinguished by both roles being held by the same party, and each such disclaimer will be read to apply to that party in the applicable capacity.

0.3 CardBase acting as Vendor. Where CardBase or an affiliate occupies Booth Space at a Show organized by another Host, it does so as Vendor and is bound by that Host's vendor terms in the ordinary course. Nothing in this Agreement or in the CardBase Terms of Service grants CardBase, in its Vendor capacity, any preference, priority, exemption, or protection not available to other vendors at that Show.

0.4 No merger. The rights and obligations of each role are separate and cumulative. Holding two roles does not merge them, and no defense of merger, offset, or waiver by conduct arises from a party holding both.

0.5 Conflict disclosure. Where CardBase or an affiliate participates as Vendor at a Show listed on CardBase, that participation will be disclosed on the Show listing. CardBase will not use non-public inventory, cost basis, pricing, margin, or transaction data belonging to another vendor to inform its own buying, pricing, or selling decisions as a Vendor. Vendor's exclusive remedy for breach of this Section is termination of its account and a refund of any unused subscription fees.

1. Definitions

"Booth Space" means the table, floor area, chairs, and any equipment assigned to Vendor by Host.

"Fee" means the table fee and any add-on charges applicable to Vendor's Booth Space, whether paid in cash, waived in whole or in part, discounted, comped, bartered, credited, or provided at no charge. A Fee of $0.00 is a Fee for all purposes under this Agreement.

"Vendor Property" means all inventory, cash, display cases, supplies, equipment, devices, personal effects, and other property brought to the Venue by Vendor or anyone acting for Vendor.

"Vendor Parties" means Vendor and its owners, officers, employees, contractors, agents, family members, guests, helpers, and anyone occupying or working the Booth Space with Vendor's permission.

"Released Parties" means Host, CardBase, Obsidian Ridge Holdings LLC, the Venue and its owner and operator, and each of their respective owners, officers, directors, members, managers, employees, contractors, agents, volunteers, insurers, successors, and assigns.

2. Grant of License

Host grants Vendor a limited, revocable, non-exclusive, non-transferable license to occupy the Booth Space for the Show hours only. This is a license, not a lease, and creates no tenancy, leasehold, easement, possessory interest, or property right of any kind. Vendor waives any right to notice, cure, or judicial process that would apply to a tenancy.

Host has sole discretion over floor layout, booth assignment, booth relocation, aisle placement, neighboring vendors, and load-in and load-out procedures. Assignments may change before or during the Show without notice.

Vendor may not sublicense, share, resell, assign, or transfer the Booth Space or any portion of it without Host's prior written consent.

3. Fees, Cancellation, and No Refunds

3.1 Non-refundable. All Fees are fully earned on payment and are NON-REFUNDABLE and NON-TRANSFERABLE under all circumstances, including, without limitation, Vendor cancellation, Vendor no-show, late arrival, early departure, illness, travel failure, weather affecting Vendor, removal of Vendor under Section 14, or any reduction in Show hours, attendance, square footage, or vendor count.

3.2 No-show. If Vendor has not checked in and begun setup by the setup deadline stated in the Show listing, or by the Show opening time if none is stated, Host may reassign the Booth Space and retain the full Fee.

3.3 Chargebacks. Vendor agrees not to initiate a chargeback, payment dispute, or reversal for any Fee. Initiating one is a material breach. Vendor is liable for the disputed amount, all processor and bank fees, and all costs of response and collection, and may be permanently banned from CardBase and from Host's future events.

3.4 Collection. Where CardBase collects Fees on behalf of a Host other than itself, it does so solely as that Host's limited payment collection agent. Host, not CardBase, is the merchant of record for the table license and is solely responsible for delivering the Booth Space. CardBase has no obligation to refund any amount.

3.5 Complimentary and discounted tables. Host may issue Booth Space at no charge or at a discount in its sole discretion. A complimentary or discounted table is a revocable accommodation, not a right, creates no expectation of similar treatment at any future Show, and may be withdrawn at any time before load-in. Every term of this Agreement applies in full to complimentary and discounted tables, including, without limitation, Sections 4, 7, 8, 10, 11, 12, 13, and 14. Vendor acknowledges that the license granted, access to the Show, the opportunity to transact with attendees, inclusion in Show promotion, and the mutual covenants in this Agreement together constitute good, valuable, and sufficient consideration regardless of the amount paid, and Vendor waives any defense of failure or inadequacy of consideration.

3.6 Tables provided in exchange for services. If Booth Space is provided in exchange for promotion, content, referrals, sponsorship, staffing, or anything of value other than cash, that arrangement is a separate written agreement between the parties. This Agreement continues to govern Vendor's presence and conduct at the Show. Each party is responsible for its own tax treatment of the exchange.

4. Vendor Representations and Warranties

Vendor represents, warrants, and covenants, continuously through the Show, that:

(a) Age and authority. Vendor is at least 18 years old and has full legal authority to enter this Agreement, and if signing for an entity, is authorized to bind it.

(b) Clean title. Vendor holds good and lawful title to, or documented authority to sell, every item Vendor offers. No item is stolen, obtained by fraud, subject to a police hold, subject to an unresolved insurance claim, subject to a lien or security interest, or otherwise unlawfully possessed.

(c) Authenticity. No item is counterfeit, bootleg, unlicensed, proxy, or a reproduction offered as genuine. Vendor will not offer any card, slab, label, cert, or seal that has been altered, trimmed, recolored, resurfaced, pressed, tampered with, cracked and reholdered, or swapped, without clear and conspicuous written disclosure at the point of sale.

(d) Accurate representation. Vendor will describe condition, grade, edition, print run, language, and provenance accurately and will not misrepresent any item by statement, omission, signage, or display.

(e) No prior record of relevant misconduct. Vendor has not been convicted of, and is not currently charged with, theft, fraud, forgery, counterfeiting, receipt of stolen property, or a similar offense within the past seven (7) years, and has not been banned from another card show, convention, or collectibles marketplace for fraud, theft, or sale of counterfeit goods.

(f) Compliance. Vendor holds all licenses, permits, and registrations required to conduct its business at the Venue, including, without limitation, any sales tax permit.

(g) Accurate account. All information Vendor provides to Host or CardBase, including, without limitation, identity, business name, tax identification, and contact information, is true and current.

Each representation is a material inducement. Any breach permits immediate removal without refund under Section 14 and triggers Vendor's indemnity under Section 11.

5. Prohibited Items and Conduct

Vendor will not offer, display, or transact any of the following at the Show:

• 1. Stolen, counterfeit, or illegally obtained goods.
• 2. Altered or tampered graded slabs, or resealed factory product represented as sealed.
• 3. Weapons, ammunition, controlled substances, drug paraphernalia, alcohol (absent Host's written permission and required licensing), tobacco, vape products, or fireworks.
• 4. Adult or obscene material, or material depicting or promoting violence against a protected group.
• 5. Goods infringing any trademark, copyright, or right of publicity.
• 6. Games of chance, raffles, sweepstakes, lotteries, pack-break gambling, or "mystery" repack products, absent Host's prior written permission and compliance with state law.
• 7. Any item Host designates as prohibited for the Show.
• 8. Any other item or category that is unlawful, that the Venue prohibits, or that Host reasonably determines is inconsistent with the character or safety of the Show.

Vendor will also not: engage in harassment, intimidation, slurs, threats, or physical aggression; solicit outside the Booth Space or in aisles; obstruct aisles or emergency egress; use open flame, heating elements, or hazardous materials; make structural modifications to the Venue; play amplified audio without permission; record or photograph other vendors' inventory, pricing, or customers over their objection; or use the Show to recruit for, or promote, any competing event without Host's consent.

The prohibitions in this Section are illustrative and not exhaustive, and do not limit Host's discretion under Section 14. Vendor will comply at all times with Venue rules, Host's posted show rules, fire code, occupancy limits, and the lawful instructions of Host staff and Venue security.

6. Taxes and Regulatory Compliance

Vendor is solely responsible for determining, collecting, reporting, and remitting all sales, use, income, and other taxes arising from its activity at the Show, and for maintaining all required permits. Host and CardBase do not provide tax, legal, or accounting advice and make no representation regarding Vendor's tax obligations.

Vendor is solely responsible for its own workers, including, without limitation, wages, withholding, workers' compensation coverage, and compliance with wage and hour law. No Vendor Party is an employee, agent, joint venturer, or partner of Host or CardBase.

Vendor will provide any tax documentation reasonably requested by Host or CardBase, including, without limitation, a valid resale certificate or Form W-9.

7. Assumption of Risk and Vendor Property

7.1 Sole risk. Vendor Property remains at Vendor's sole risk at all times, including, without limitation, during setup, Show hours, breaks, overnight periods, teardown, and transit to and from the Venue. Vendor bears the entire risk of loss of or damage to Vendor Property from any cause whatsoever, including, without limitation, theft, fraud, fire, water, and the acts of attendees, other vendors, and third parties.

7.2 No bailment. Nothing in this Agreement creates a bailment. Host never takes custody, possession, or control of Vendor Property. Host is not a warehouseman and has no duty of care with respect to Vendor Property.

7.3 No security duty. Host has no obligation to provide security personnel, cameras, alarms, locked storage, overnight monitoring, badge checks, or bag checks. If Host chooses to provide any of these, it is a discretionary accommodation only, does not create a duty of care, is not a warranty of effectiveness, and Vendor may not rely on it. Vendor acknowledges that any security measure may fail.

7.4 Vendor's duty. Vendor will keep the Booth Space staffed by an adult during all Show hours, will secure high-value inventory in locked cases, will not leave cash or inventory unattended, and will remove all Vendor Property by the load-out time stated in the Show listing, or by the close of the Show if none is stated. Property left after that time may be removed, stored, or disposed of at Vendor's expense with no liability to Host.

7.5 Assumption of risk. Vendor knowingly and voluntarily assumes all risks associated with participation in the Show, including, without limitation, risks arising from the conduct of attendees, other vendors, third parties, Venue conditions, and the ordinary negligence of the Released Parties.

8. No Guarantees

Host and CardBase make NO representation, warranty, or guarantee, express or implied, as to:

• Attendance figures, foot traffic, demographics, or buyer spending;
• Sales volume, revenue, profit, or that Vendor will make any sale at all;
• Booth location quality, visibility, traffic flow, or adjacency;
• The number, type, identity, or inventory of other vendors;
• The absence of vendors selling the same or competing products at lower prices;
• The reach, timing, or effectiveness of any marketing or promotion;
• Venue conditions, temperature, lighting, power, internet, or cellular service;
• The conduct, solvency, honesty, or creditworthiness of any attendee or other vendor.

The foregoing list is illustrative and not exhaustive. Host and CardBase disclaim all representations, warranties, and guarantees regarding the Show and its outcomes of every kind, express or implied. Any attendance estimate, projection, or past-performance figure shared by Host or CardBase is an estimate only and is not a guarantee or a term of this Agreement. Vendor's participation is a business decision made at Vendor's own risk.

9. Insurance

9.1 Vendor's obligation. Vendor is solely responsible for insuring Vendor Property and Vendor's operations. Neither Host, CardBase, nor the Venue provides any insurance, coverage, or protection of any kind for Vendor, Vendor Property, or Vendor's business.

9.2 Required coverage. Vendor will maintain, at its own expense, commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, covering bodily injury, property damage, and personal and advertising injury, plus coverage adequate for Vendor Property. Vendor will name Host, CardBase, Obsidian Ridge Holdings LLC, and the Venue as additional insureds on a primary and non-contributory basis, and will provide a certificate of insurance on request.

9.3 Waiver of subrogation. Vendor waives, and will cause its insurers to waive, all rights of subrogation and recovery against the Released Parties.

9.4 Uninsured by choice. If Vendor elects to operate without insurance, Vendor does so entirely at its own risk and remains fully liable under Sections 10 and 11.

10. Release and Waiver of Claims

This release covers, without limitation: theft, loss, or damage of Vendor Property; personal injury or death; lost profits or lost sales; costs of travel, lodging, staffing, or inventory; business interruption; reputational harm; and any dispute with an attendee, buyer, or other vendor.

This release does not apply to liability that cannot be released under applicable law, including, without limitation, gross negligence, willful or wanton misconduct, or intentional harm by a Released Party.

Vendor expressly waives the benefit of any statute or rule providing that a general release does not extend to claims the releasing party does not know or suspect to exist in its favor at the time of execution.

11. Indemnification

Vendor will defend, indemnify, and hold harmless the Released Parties from and against any and all claims, demands, suits, investigations, government actions, fines, penalties, judgments, settlements, losses, liabilities, damages, and expenses, including, without limitation, reasonable attorneys' fees, expert fees, and costs, arising out of or relating to:

• (a) Any item Vendor offered, sold, traded, consigned, or represented at the Show, including, without limitation, any claim that an item was stolen, counterfeit, altered, misgraded, misdescribed, or infringing;
• (b) Any act, omission, negligence, or misconduct of any Vendor Party;
• (c) Vendor's breach of any representation, warranty, or covenant in this Agreement;
• (d) Any injury to, or death of, any person, or damage to any property, caused by any Vendor Party or by Vendor Property or Vendor's setup;
• (e) Any dispute between Vendor and a buyer, another vendor, a consignor, or a third party;
• (f) Vendor's violation of any law, including, without limitation, tax, consumer protection, intellectual property, and employment law;
• (g) Any chargeback, payment reversal, or fraudulent payment associated with Vendor's transactions.

This obligation survives the Show and the termination of this Agreement. Host and CardBase may select their own counsel at Vendor's expense, and Vendor may not settle any matter in a way that imposes any obligation or admission on a Released Party without prior written consent.

12. Limitation of Liability

12.1 Cap. To the fullest extent permitted by law, the total aggregate liability of the Released Parties to Vendor for any and all claims arising out of or relating to this Agreement or the Show will not exceed the greater of (a) the Fee actually paid in cash by Vendor for the Show giving rise to the claim, or (b) One Hundred Dollars ($100.00).

12.2 Excluded damages. In no event will any Released Party be liable for lost profits, lost sales, lost inventory value, loss of goodwill, business interruption, cost of substitute events, or any indirect, incidental, special, consequential, exemplary, or punitive damages, regardless of the theory of liability and even if advised of the possibility.

12.3 Basis of the bargain. Vendor acknowledges that the terms on which Booth Space is offered, including, without limitation, any complimentary or discounted rate, reflect this allocation of risk, that those terms would be materially different without it, and that these limits apply even if a limited remedy fails of its essential purpose.

13. Buyer Disputes, Authenticity, and Sales

13.1 Vendor is the seller. Every transaction at the Booth Space is solely between Vendor and the counterparty. Host and CardBase are not parties to, do not participate in, and are not responsible for any such transaction.

13.2 Sole responsibility. Vendor is solely responsible for its pricing, descriptions, grading claims, authenticity, receipts, warranties, return policy, and post-sale service. Vendor will honor its stated return policy and applicable consumer protection law.

13.3 No adjudication. Host and CardBase have no obligation to mediate, arbitrate, investigate, authenticate, appraise, or resolve any dispute between Vendor and any counterparty, and any assistance offered is a courtesy that creates no duty and no liability.

13.4 No authentication service. Nothing provided by Host or CardBase, including, without limitation, price data, population data, condition tools, grade estimates, cert-collision flags, or scanning features, is an authentication, appraisal, grading opinion, or guarantee of any kind. All such information is informational only, may be inaccurate or incomplete, is sourced from third parties, and is provided AS IS without warranty. Vendor relies on it at its own risk and remains solely responsible for its own due diligence.

14. Removal, Suspension, and Ban

Host may, in its sole discretion and without prior notice, refuse entry to, remove, or eject Vendor and any Vendor Party, and may require removal of any item from display, for any breach of this Agreement, any Show or Venue rule, any conduct Host reasonably believes is unlawful, fraudulent, deceptive, unsafe, or harassing, or any conduct that materially harms the Show or its attendees.

Removal results in forfeiture of the entire Fee with no refund, credit, or offset, and does not limit any other remedy. Host may report suspected criminal conduct to law enforcement and may cooperate fully with any investigation.

CardBase may independently suspend, restrict, or permanently terminate Vendor's CardBase account, refuse future table reservations, and, where lawful, share with other hosts on the platform the fact and general basis of a removal or ban. Vendor consents to that disclosure and releases the Released Parties from any claim arising from it, including, without limitation, defamation, interference with business relations, and unfair competition claims, absent actual malice.

15. Cancellation, Postponement, and Force Majeure

15.1 Host cancellation. If Host cancels or postpones the Show, Host's sole obligation, and Vendor's sole remedy, is, at Host's option, a refund of the Fee actually paid in cash or a credit toward a future event. Host has no liability for travel, lodging, staffing, inventory, marketing, or any other cost or lost opportunity.

15.2 Force majeure. No party is liable for failure or delay caused by events beyond its reasonable control, including, without limitation, severe weather, natural disaster, fire, flood, power or utility failure, loss or closure of the Venue, labor action, civil disorder, terrorism, epidemic or pandemic, public health order, or governmental action. If a force majeure event prevents the Show, Host may cancel or reschedule and, at its option, retain the Fee as a credit toward a rescheduled or future event in lieu of refund.

16. Role of CardBase

Except where CardBase occupies the Host role under Section 0.2, CardBase provides listing, reservation, payment collection, and communication tools to Host. CardBase is not the organizer, promoter, operator, or insurer of the Show and does not control the Venue, the layout, the rules, or Host's conduct. All obligations to deliver the Show and the Booth Space are Host's alone.

CardBase does not vet, screen, verify, background check, endorse, or vouch for any vendor, host, attendee, or item. Any account status, verification badge, rating, review, ban list, or similar signal is informational only, is not a warranty, and must not be relied on as assurance of any party's honesty, solvency, legality, or authenticity. Vendor and Host each remain solely responsible for their own diligence on any counterparty.

The CardBase platform is provided AS IS and AS AVAILABLE, without warranty of any kind, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. CardBase does not warrant uninterrupted or error-free operation. Vendor's use of CardBase is also governed by the CardBase Terms of Service and Privacy Policy, which are incorporated by reference. In the event of a conflict on platform matters, the CardBase Terms of Service control.

17. Media, Marketing, and Data

Vendor grants Host and CardBase a perpetual, worldwide, royalty-free, sublicensable license to photograph, film, record, and livestream the Show, including, without limitation, Vendor's Booth Space, signage, inventory, business name, and logo, and to use that material for promotional, editorial, and archival purposes in any medium. Vendor waives any claim for compensation, inspection, approval, invasion of privacy, or right of publicity. Vendor will obtain equivalent consent from every Vendor Party.

Vendor consents to Host and CardBase sharing Vendor's registration information, contact details, business name, and payment status with each other and with the Venue as needed to operate the Show.

18. Relationship of the Parties

Vendor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. Neither Vendor nor any Vendor Party may hold itself out as an agent, representative, employee, or affiliate of Host or CardBase, or bind either of them in any way.

19. Dispute Resolution

19.1 Governing law. This Agreement is governed by the laws of the State of Oklahoma, without regard to its conflict of laws rules.

19.2 Binding arbitration. Any dispute arising out of or relating to this Agreement, the Show, or Vendor's use of CardBase will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer or Commercial Arbitration Rules, seated in Oklahoma County, Oklahoma, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Class action and jury waiver. VENDOR AND HOST EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim proceeds in court and the remainder stays in arbitration.

19.4 Opt-out. Vendor may opt out of arbitration by sending written notice to [email protected] within 30 days of first accepting this Agreement. Opting out does not affect any other provision.

19.5 Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property, confidential information, or to address theft, fraud, or unauthorized access.

19.6 Limitations period. Any claim must be filed within ONE (1) YEAR after it accrues, or it is permanently barred, to the extent that limit is enforceable.

19.7 Fees. In any proceeding to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

20. General

20.1 Entire agreement. This Agreement, together with Host's posted show rules and the CardBase Terms of Service, is the entire agreement on this subject and supersedes all prior or contemporaneous discussions, emails, listings, advertisements, and representations. Vendor has not relied on any statement not contained here.

20.2 Amendment. Host may update show rules at any time. Material changes to this Agreement apply prospectively and require Vendor's acceptance at the next reservation.

20.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the rest of the Agreement remains in full force. The parties intend each waiver, release, indemnity, and limitation to be enforced to the maximum extent the law allows.

20.4 No waiver. No failure or delay in enforcing any provision waives it, and no waiver of one breach waives any other.

20.5 Assignment. Vendor may not assign this Agreement. Host and CardBase may assign freely.

20.6 Survival. Sections 0, 3, 4, 6, 7, 8, 9.3, 10, 11, 12, 13, 14, 16, 17, 18, 19, and 20 survive expiration, termination, and removal.

20.7 Notices. Notices to Vendor may be sent to the email on Vendor's CardBase account. Notices to Host go to the contact address on the Show listing. Notices to CardBase go to [email protected].

20.8 Headings and construction. Headings are for convenience only. This Agreement will not be construed against the drafter.

20.9 Electronic acceptance. Vendor consents to transact electronically. Vendor's click-acceptance, along with the timestamp, account identifier, and IP address recorded by CardBase, constitutes a valid signature and admissible evidence of acceptance.

Acceptance

The acceptance box at checkout reads: "I have read and agree to the Vendor Table License and Liability Waiver."

CardBase records the acceptance with the vendor's account identifier, the timestamp, the IP address, and the agreement version in force at that moment (currently Version 1.1). Editing this page later never changes what a vendor already agreed to.