Terms and Conditions

General Site Terms & Conditions

OVERVIEW

This website is operated by TOP DRWR. Throughout the site, the terms “we”, “us” and “our” refer to TOP DRWR. TOP DRWR offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

SECTION 1 - ONLINE STORE TERMS

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services. SECTION 2 - GENERAL CONDITIONS We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We will make best efforts to provide you with relevant and correct information in order to make an informed decision, however, yYou agree that We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)

Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions from us of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the website (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS

Certain content, products and Services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION

Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, please see [LINK TO PRIVACY POLICY]

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and Services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall TOP DRWR, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless TOP DRWR and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.

SECTION 19 - CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at help@topdrwr.io.

Our contact information is posted below: TOP DRWR help@topdrwr.io Bidding & Buying Terms and Conditions By placing a bid on an auction item, the bidder acknowledges that he/she has read and understood the following terms and conditions, and is in full agreement with such terms and conditions. SECTION 1 - Terminology The following terminology applies to these Terms and Conditions. “Bidder,” “you,” or “your” shall refer to you. “Company,” “TOP DRWR,” “our,” or “we” shall refer to TOP DRWR, Inc, a Delaware C corporation. “Seller” or “consignor” shall refer to the party who owns the Lot and is placing the Lot up for auction. “Lot” or “Lots” shall refer to an item or set of items for sale in an auction. The language in all parts of these Terms and Conditions shall in all cases be construed as a whole according to its fair meaning and not strictly for nor against any party. The neuter gender includes the masculine and feminine. It is mutually agreed that in the event any term, covenant, or condition herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant, or condition shall in no way affect any other term, covenant, or condition herein contained. Captions and paragraph headings used herein are for convenience only and are not a part of these Terms and Conditions and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing these Terms and Conditions. SECTION 2 - Bidder Registration All bidders must be 18 years of age or older to participate in the auction. TOP DRWR reserves the right to suspend the account of a bidder and/or cancel any bid for any reason. SECTION 3 - Payment In the event a bidder wins an auction, payment of the winning bid, including the Buyer's Premium (as defined herein) and appropriate shipping charges (collectively, the "Auction Invoice") will be charged automatically at the end of an auction. Payments can be made by debit card or credit card subject to limitations set forth herein. Checks and money orders will be held until cleared. We accept all major credit cards (Visa, MasterCard, American Express, and Discover). Credit card payments can be made directly through our website. Debit card and credit card transactions may incur a service processing fee up to 3%. Direct Pay is not available for international customers. Appropriate shipping charges are added to each Lot shipped. Debit cards and credit cards added under payment information on a user account will automatically be charged for your Auction Invoice within 7 days of the auction ending. Any method of payment that has been added to your account and/or used on your account in the past is eligible to be auto-charged for unpaid balances. If the billing address and requested "ship to" address differ, further verification may be required. Invoices will not be released for shipment until funds have been received and items are subject to be returned to our facility until so. In the event payment was submitted for a second attempt and is unsuccessful, the items are then no longer eligible for purchase and items will be considered unpaid. If an Auction Invoice is left unpaid for a period of 14 days or more, the Lots shall be forfeited and the bidder shall be responsible for a restocking fee equal to thirty percent (30%) of the Auction Invoice. The restocking fee is assessed under these terms at the sole discretion of TOP DRWR. Most Lots are processed and shipped within 3 business days of Auction Invoice being paid in full. Due to the nature of the product and additional precautions taken during handling, art Lots are processed and shipped within 5-7 business days. All funds are displayed in United States Dollars (USD). All funds are displayed in United States Dollars (USD). Credit card and debit card payments added to a user account are accepted on invoices up to $20,000. Invoices exceeding $20,000 may be paid with cashier's check, money order, direct pay or wire transfer if communicated directly with the TOP DRWR team. SECTION 4 - Shipping Policies Lots ship via FedEx, UPS Ground or UPS-MI Service for both domestic and international shipments. TOP DRWR may, in its sole discretion, use USPS under certain circumstances for domestic orders shipping to a P.O. Box, and can make exceptions to ship USPS for international orders under $300 upon customer request. International orders may be subject to duties, taxes and/or brokerage fees upon delivery assessed by the carrier. These fees are due upon receipt of the package and are the responsibility of the bidder. Please also note that orders with a value of $300 or more will ship with an expedited service level and will incur an additional amount for shipping up to $100 based on the item category. Insurance is added at checkout and is calculated at a rate of the order total up to 5% based on the item category. Upon customer request, or if a customer does not receive a shipment although tracking shows it was delivered, TOP DRWR will require a signature upon delivery for all future shipments. All signature required shipments will be sent via UPS. SECTION 5 - Buyer's Premium An additional service charge (“Buyer’s Premium”) will be added to the final bid of each Lot. The Buyer's Premium is displayed in each individual auction. The Buyer’s Premium may range anywhere between 0% - 25% and will vary per item. SECTION 6 - Bidding Once a bid is placed, it cannot be deleted. Our website requires a 2-step bidding confirmation process in order to eliminate the possibility of a bid error. Minimum bid increment is based on the item category. Bids are accepted 24 hours per day directly through our website (www.topdrwr.io). Our site will automatically generate and send an e-mail when a bidder is outbid on an auction. This is provided as a courtesy service to our bidders and is a non-guarantee service. Although rare, it is possible for our site to encounter interruptions in service or malfunctions. We reserve the right to suspend, cancel, or extend auctions that have been affected by such an occurrence. At the end of each auction, winning bidders will be notified as soon as possible via e-mail. In order to ensure delivery of all of our emails, please add help@topdrwr.io to your address book. Consignors or associates of consignors knowingly bidding on their own auctions with the intention of non-payment is strictly forbidden. Failure to comply with this policy will result in an immediate ban and potential financial penalties. Our system regularly monitors for this type of restricted behavior. SECTION 7 - Extended Bidding Our auction timer remains constant all year round and corresponds with Eastern Standard Time. All auctions are set up with a 10 minute extended bidding period. The extended bidding period is initiated once an auction countdown is below 10 minutes. During the extended bidding period, all new bids reset the auction countdown to 10 minutes. An auction ends when no new bids are entered for a full 10 minutes. Each auction is on an independent timer so auctions will end at different times. SECTION 8 - Returns Many items offered are personal items of the partner and, therefore, have been handled by multiple parties in the process. For that reason, some handling wear should be expected. Although it would be our desire, very few items are perfect. Please note that some minor blemishes may be considered within the level of acceptable wear and not specifically noted by our team. Examples would include minor handling wear on frames or original packaging as well as natural aging on certain collectibles. All auction sales are final except in very limited circumstances set forth below. All Lots are shown and described to the best of our ability. Please ask any necessary questions before placing a bid. If a Lot has been grossly misrepresented in its description, it may be returned. If a winning bidder believes a Lot was misrepresented he/she must contact us within 7 days of receipt of the Lot with written explanation of the alleged misrepresentation. If it is deemed that a gross error has occurred, it is the bidder’s responsibility to return the Lot in question within seven (7) days of notice to the Company of the error.TOP DRWR must be notified within (7) days of the receipt of the package of any damaged, missing, or misrepresented items. Lots authenticated by an industry recognized third party or first party authenticator may not be returned. Lots are accompanied by a TOP DRWR Letter of Authenticity. If multiple unsuccessful attempts are made to deliver a customer's shipment, the shipping carrier will return the shipment to TOP DRWR. TOP DRWR will then send the shipment back to the customer. Please be advised that the additional shipping cost will be charged to the credit card provided by the customer. In the event of a refund, the maximum refund cannot exceed 100% of the original purchase price. SECTION 9 - Reserve Prices Some auction Lots may have a minimum price that we are willing to accept for that Lot to be sold at auction (“Reserve Price”). If bidding does not meet or exceed the Reserve Price, the Lot shall be returned to the consignor or relisted into a future auction (at the sole discretion of the Company). SECTION 10 - Auction Cancellation We reserve the right to cancel an auction at any time for any reason. SECTION 11- Disputes Any disputes, controversies or claims arising out of or relating to these Terms and Conditions, the auction of a Lot, or the breach thereof which cannot be settled between bidder and the Company shall be decided by a single independent arbitrator. Such a single independent arbitrator shall be jointly chosen by the bidder and the Company. The parties shall name the arbitrator within thirty (30) days after one or the other has given notice to the other requesting arbitration. If bidder and the Company are unable to agree upon a single independent arbitrator, either party may apply to a Court for appointment of a single arbitrator pursuant to their local State Statutes (or any applicable successor statute). The award made by the single arbitrator shall be final and binding, and judgment may be entered in any court having jurisdiction thereof. The cost of the arbitration procedure shall be borne by the losing party, or, if the decision is not clearly in favor of one party or the other, the costs shall be borne as determined by such arbitration proceeding. At the request of either party, arbitration proceedings shall be conducted in the utmost secrecy. In such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator in secrecy, available for inspection only by a party and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in secrecy. In all other respects, the arbitrators shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted and then in force in their local State as presently set forth in any applicable successor statutes). BIDDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY REGARDING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS. Each party to these Terms and Conditions agrees to indemnify each other party and hold it harmless from and against all claims, damages, costs and expenses (including attorneys' fees) attributable, directly or indirectly, to the breach by such indemnifying party of any obligation hereunder or the inaccuracy of any representation or warranty made by such indemnifying party herein or in any instrument delivered pursuant hereto or in connection with the transactions contemplated hereby. These Terms and Conditions shall be deemed to be made under and shall be construed in accordance with and shall be governed by the laws of the State of New Jersey and (subject to any provision providing for mandatory arbitration) suit to enforce any provision of these Terms and Conditions or to obtain any remedy with respect thereto may be brought in local court, and for this purpose each party hereby expressly and irrevocably consents to the jurisdiction of said court.

TOP DRWR Consignment - TERMS AND CONDITIONS: CONSIGNMENT/SALES AGREEMENT & TERMS AND CONDITIONS THE TERMS AND CONDITIONS IN THIS CONSIGNMENT/SALES AGREEMENT (THE “AGREEMENT”) CREATE A CONTRACT BETWEEN YOU (“YOU” OR “YOUR”) AND TOP DRWR AND ITS AFFILIATES (“TOP DRWR”, “Top Drwr”, “WE”, “US” OR “OUR”). PLEASE READ THIS AGREEMENT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS, IN COURT PROCEEDINGS OR CLASS ACTIONS TO RESOLVE DISPUTES. YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU WISH TO CONSIGN OR SELL GOODS ON TOP DRWR AND BY CLICKING “AGREE” YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. Our Terms of Service located at: https://www.topdrwr.io/terms (“TOS”), are incorporated by reference and made a part of this Agreement to which You are agreeing, and such TOS additionally apply to any of Your and Our activities under this Agreement. ONCE YOU AGREE TO THIS AGREEMENT, IT WILL REMAIN IN EFFECT AND GOVERN ALL TRANSACTIONS BETWEEN YOU AND TOP DRWR UNTIL YOU OR WE TERMINATE IT PURSUANT TO SECTION 5 OF THIS AGREEMENT. SECTION 1 - OVERVIEW; ACCOUNT CREATION We market and sell (and provide a marketplace for marketing and sale of) luxury designer items, jewelry, watches, fine art, and other goods directly from collaborators' personal collections. To sell an item with Us, You first need to create a seller/client account and provide your contact and account information. Once the account is created, You can request that We (i) sell the items that You ship to Us or that We have collected from You (collectively, the “Property”) on a consignment basis via auction (“Consignment”), (ii) subject to Our eligibility requirements, purchase the Property from You (“Collection Buy-Out”), or (iii) transact a combination of Consignment, or Collection Buy-Out transactions with respect to Your Property. SECTION 2 - CONSIGNMENT If You choose Consignment for Your Property, You, not TOP DRWR, will still own the Property (the “Consigned Property”), even after You deliver the Consigned Property to Us. After We receive or pick up the Consigned Property from You, We will send You an email confirming the items of Consigned Property have been received. Once We have further evaluated, inspected, and authenticated the item(s), You will be able to log into Your “MyAccount” page through Our website, applications, or other services (collectively, the “Service”) to view the status of Your items and the list price(s) assigned to those Accepted Items (as defined in Section 2(b)(ii) below)). The Accepted Items will then be processed and listed as available for auction on the Service. Please note that all auction starting prices/reserve prices are determined at Our sole discretion unless We have previously agreed otherwise with You in writing. (a) Delivery Of Consigned Property; Risk Of Loss (i) We accept the risk of loss or damage to Consigned Property only when (i) We take physical possession of the Consigned Property, or (ii) You use Our approved, pre-paid shipping label and approved method of shipment to ship Your Consigned Property and the label is processed into Our approved shipping vendor’s tracking system and You actually provide the Consigned Property to the vendor (“Approved Transit”). A “Shipment” means items of Consigned Property that are placed with a carrier of vendor and shipped together under one Approved Transit shipping label. (ii) If an item of Consigned Property is damaged, stolen, or lost while in Our possession or during Approved Transit, it will be treated as Sold (as defined in “Title to Property” at Section 2(e) below) and We will pay You a Commission (defined in “Commissions and Payment for Consigned Property” at Section 2(f) below) on that item. The Commission will be based on the damaged, stolen, or lost item’s estimated Net Selling Price (defined in Section 2(f) below), which will be determined solely by Us. This payment represents the amount You would have received in the normal course of a sale, less any discounts or promotions applied under this Agreement, and the payment will be processed and paid under the regular schedule of Commission payments as described in Section 2(f) below. (iii) Any claim by You for a damaged, stolen, or lost item must be made to Us in writing within sixty (60) days of the day that You became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, We may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and to re-list the item for auction by You at a price We determine. (b) Consigned Property Acceptance Conditions (i) Upon receipt of an item of Consigned Property, We will evaluate it to determine, in Our sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation and expected auction price. (ii) We only accept Consigned Property that We think is appropriate for resale on the Service. We reserve the right to accept or reject an item for any reason, but generally to be accepted, the Consigned Property must be at a minimum (in Our sole discretion): (1) in fair to pristine condition; (2) authentic (which means, among other things, that the item is not counterfeit, fake, stolen or subject to any geographic sale restrictions, such as in the case of gray market goods); and (3) consistent with the representations and warranties You make in the “Your Representations, Warranties, and Indemnification” at Section 8. If an item meets Our criteria for acceptance, the item will appear on Your ‘My Account page’ on Our website. (iii) If We decide to reject an item, We will return the item to You at Our expense (however We may also destroy or retain items in certain circumstances like those listed in “Unauthenticated Items” at Section 4 below). (c) Consignment Period And Return Of Property (i) Subject to termination of this Agreement pursuant to Section 5 hereof, the “Consignment Period” for each item of Consigned Property begins on the date an item is Accepted by Us for Consignment and ends 365 days thereafter, even if this Agreement has been terminated during that time by You or TOP DRWR. At any time during the Consignment Period, and subject to this provision, You may request in writing that We return any Accepted Item (a “Return Request”), so long as the Accepted Item has not already been listed for Auction. Once We receive Your Return Request, We will use commercially reasonable efforts to remove the Accepted Item from the Service, and from any of Our retail store locations, if applicable, before it is Sold. (1) If Your Return Request is made any time prior to the end of the Consignment Period, We will return the Accepted Item to You and will charge You the costs of return and such costs will be deducted from Your pending Commissions (if available). If You do not have enough pending Commissions available to cover the Costs (as defined below in this Section), We will not return the item to You unless and until You pay for the costs of return prior to shipment. “Costs” of return are equal to: (A) a fee of $100 per fine art piece and $15 per every other item, which fees reflect Our up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus (B) applicable shipping costs. (2) If an Accepted Item has not been Sold and You have not submitted a Return Request by the end of the Consignment Period, You relinquish all right, title, and interest to such Accepted Item and authorize Us to re-purpose or donate the item to a charity of Our choice without further notice or any compensation to You. (3) If an Accepted Item has not been Sold by the end of the Consignment Period, We will contact You and, at Your option and Our expense: (A) return the Accepted Item to You, or (B) re-purpose or donate the item to a charity of Our choice. (ii) If at the end of the Consignment Period We are unable, after using commercially reasonable efforts (and in any event within thirty (30) days of Our first attempt), to contact You at the email or physical address We have on file for You any items of Consigned Property may be re-purposed or donated to a charity of Our choice (d) Efforts To Sell; Price (i) As long as You are in full compliance with this Agreement, We will display on the Service (and, at Our sole discretion, display and make available for sale at one of Our retail locations), and will make commercially reasonable efforts to sell the Consigned Property. (ii) Unless We have agreed otherwise in writing to a specific price at which a specific item must be Sold, We, in our sole discretion, will determine the starting auction price for each item of Consigned Property (the “Starting Auction Price”) based on Our evaluation of that item, together with Our determination of the current re-sale market price for that item. The original manufacturer’s suggested retail price of an item, while sometimes listed on the item product description page on Our website, is used as a reference only. (iii) We may offer additional discounts and promotions during the Consignment Period, at Our sole discretion and without notice to You, to efficiently market and sell the Consigned Property, unless We have otherwise agreed in writing that further discounts are not permitted, or We have agreed that such discounts are permitted only with Your prior written consent. (e) Title To Property You will continue to own and have title to each item of Consigned Property until that item is “Sold” or until the end of the Consignment Period. An item will be considered Sold at the earlier of when: (i) A customer purchases it at the end of the auction period and the Consigned Property is not returned to Us within the period specified in Our then-current Return Policy (see www.topdrwr.io/returns, which may be updated, modified and changed from time to time); or (ii) it is lost, stolen, damaged, or destroyed while in Our possession. (f) Commissions And Payment for Consigned Property (i) Commissions. We will pay You a Commission on each item of Consigned Property that is Sold. The Commission will be equal to the item’s Net Selling Price (as defined in Section 2(f)(ii) below) multiplied by the applicable Commission Rate (as defined in Section 2(f)(iii) below). The Commissions You receive for Sales of Your Consigned Property are the sole compensation You will receive under this Agreement for such sales. This Section describes how Commissions are created and when and how they are paid. (ii) Definitions. “Commission Window” means (1) for the first Commission Window, the period that begins on the date Your first item of Consigned Property is listed for Auction and ends at the end of the month that is one year after such date and, (2) for subsequent Commission Windows, the one-year period that begins on the following day after the expiration of the previous Commission Window. For example, if Your first item of Consigned Property sells on March 5, Your first Commission Window begins on March 5 and ends on March 31 of the following year and each of Your Commission Windows thereafter will begin on April 1 and continue until March 31 of the following year. “Net Selling Price” means the price at which an item of Consigned Property is Sold, less applicable discounts and promotions and excluding taxes, buyer premiums and shipping. “Net Sales” means the total amount We received from sales of Your Consigned Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping. For example, if You had three items of Consigned Property that Sold in a Commission Window whose Net Selling Prices were $5,000, $100, and $4,000, Your Net Sales for that Commission Window would be $9,100. (iii) Rewards Program. TOP DRWR will calculate a commission (the “Commission”) you receive for each item of Consigned Property that is Sold on the platform based on the item category. (iv) Commission Rates and Commission Windows. The Commission Rate that will apply to sales of Your Consigned Property within a Commission Window is based on Your Net Sales within that Commission Window. We may also, from time to time in Our sole discretion and without notice to You, (i) for promotional reasons, offer special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions, or (ii) make other changes to its Commission structure and the Commission Rates, such changes to be effective as of the date they are published on the website as set forth in Section 2(f)(iii) above. (v) Commission Rate Reset. After the end of the first Commission Window and after the end of each Commission Window thereafter, Your starting Commission Rate for the next Commission Window will be set at the highest Commission Rate You achieved in the previous Commission Window. For example, if You reached Net Sales of $11,000 in Your first Commission Window and the then-current Commission Rate that applies to Net Sales of $11,000 is 70%, Your starting Commission Rate for the next Commission Window will be 70%. If in Commission Window 2, You only reach Net Sales of $1,400 and the then-current Commission Rate that applies to Net Sales of $1,400 is 55%, Your starting Commission Rate for Commission Window 3 will be reset to 55%. (vi) Payments. We typically begin processing Commission payments on the 15th day of every month for sales of Consigned Property that occurred during the previous month. For example, payments processed on April 15th would cover the sales period from March 1 through March 31. Payments will be made to You by direct deposit, in the form of Site credit, by physical check or, another payment method mutually acceptable to You and Us. Should You choose to receive payment by paper check, You may, in our sole discretion, be charged a processing fee. The timing of processing and delivering Commission payments will vary by the payment method You select but will typically take at least two business days (provided, however, that these times are estimates only and are subject to change). Payment processing services for consignment sales and pursuant to Our Get Paid Now program (as set forth more fully in Section 3 below) are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to consign or sell on TOP DRWR. You agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Us enabling payment processing services through Stripe, you agree to provide Us accurate and complete information about You, and You authorize Us to share it and transaction information related to Your use of the payment processing services provided by Stripe. (vii) Your Information. If you create an account and sell an item with or to Us, You will be required to provide contact, payment, billing, and other information. All information You provide to Us must be (and must at all times during the term of this Agreement remain) true, accurate and complete. In order to receive Commissions, refunds or other payments, You must provide Us with all necessary information, including but not limited to a valid email address, postal address, first and last name, and bank account information. We will not be responsible for communication errors should Your information be inaccurate or incomplete. You are responsible for ensuring that You can receive emails from Us, and We are not responsible for any emails that were not received by You because they were blocked or filtered as spam. If You fail to provide Us with accurate and up to date information: (a) We will not be responsible for any misapplied payments or payments sent to a wrong address, and (b) any unclaimed funds may be subject to collection by governmental authorities under applicable unclaimed funds and escheat laws. We have no obligation to You if any of Your unclaimed funds are turned over to governmental authorities. (viii) Disputes. If there is a Dispute (as defined in “Informal Dispute Resolution” at Section 20(b)), between You and Us relating to Your Consigned Property, We will have no obligation to pay any Commissions or other amounts due to You, including without limitation, amounts unrelated to the Dispute, unless and until the Dispute is resolved. We may withhold any Commissions due to You (including any due for Sold items of Consigned Property not subject to the dispute) and setoff such Commissions in full or partial satisfaction of any amounts You owe to Us. (g) Right to Use Public Content (i) Subject to Fair Use - TOP DRWR reserves the right to use any public content from your social media or productions that have featured the item that is being consigned. This extends to posts on social media platforms, videography or photography from any public appearances, and stills or snippets from any music videos or other promotional content containing the item(s) being consigned.

SECTION 3 - GET PAID NOW (PRODUCT BUY OUT) Certain items of Property may be eligible for Our Product Buy Out program. If You choose PRODUCT BUY OUT for Your eligible items of Property, You agree to sell and relinquish all right, title, and interest to the items of Property so designated (the “Product Buy Out Property”) to Us for an amount equal to the offer price We communicate to You (the “Offer Price”) as set forth more fully below. (a) Further Inspection and Authentication; Request for Additional Information (i) To submit a request for the Product Buy Out option, You must deliver the relevant Property to Us for consideration and provide all relevant information required by this Agreement. Once we receive Your Property, We will evaluate it to determine, in Our sole discretion, the Property’s condition and authenticity in a manner consistent with the way in which We authenticate Consigned Property. If We decide not to provide an Offer Communication to You (as defined below) or Accept the Get Paid Now Property for Consignment or Trade-In (as defined below), the Product Buy Out Property will be returned to You consistent with Section 2(c)(i)(1) at Our expense. (ii) In addition to information provided under Section 2(f)(vii), You may be asked to provide additional documentation and/or information concerning Yourself and/or the Product Buy Out Property, including all documentation or information We request to comply with local, state and federal law (including Our obligation to report Property received to the proper authorities as required by applicable law and to file Forms 8300 with the Internal Revenue Service to report high value cash transactions where applicable.) (b) Determining the Offer Price; Accepting or Rejecting the Offer (i) If We decide to purchase any of Your Product Buy Out Property, We will determine the Offer Price for each item using factors that We deem to be appropriate. The Offer Price(s) will be communicated to You via either Your MySales page or directly via email (the “Offer Communication”). The Offer Communication will remain in effect for a period of seven (7) days from the date it is delivered to You, at which time the Offer Communication will be null and void. (ii) You may accept the Offer Price(s) by designating Your instructions for each item as indicated in the Offer Communication. (iii) The Offer Communication may provide You with additional options to either (1) consign the Product Buy Out Property at a stated Consignment price (the “Consignment Offer”) which will be treated as Consigned Property under Section 2 above, (2) Trade In the Product Buy Out Property in exchange for Site credit in the amount specified, or (3) request that the Product Buy Out Property be returned to You at the address indicated in Our records. Such return will be at no cost to You and We will insure the Product Buy Out Property for the full value of the Offer Price. (c) Risk of Loss You are responsible for all risk of loss or damage to the Product Buy Out Property until We take physical possession of it; however, if You use Approved Transit, We will assume the risk of loss or damage to the Product Buy Out Property upon Shipment. (d) Payment for Product Buy Out Prior to payment of an Offer Price, You will be required to sign an acceptance form (“the Final Offer to Purchase”) confirming Your acceptance of the Offer Price for each piece of Property. We will issue payment for the Product Buy Out Property in the amount stated in the Final Offer to Purchase, via the method of payment You provide. Payment processing services are provided by Stripe as set forth more fully in Section 2(f)(vi) above. (e) All Sales Final ONCE YOU HAVE SIGNED THE FINAL OFFER TO PURCHASE, THE TRANSACTION IS COMPLETE. ALL SALES ARE FINAL. NO REFUNDS, RETURNS OR CREDITS ARE PERMITTED. SECTION 4 - UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS We are committed to preventing the sale of counterfeit and inauthentic goods and have created an authentication process to prevent the sale of counterfeit and stolen goods on the Service. However, You are responsible in the first instance for ensuring the authenticity of all items You provide to us. If We cannot confirm the authenticity of any item of Property You have provided, We may, in Our sole discretion, refuse to accept the item and return it to You. If We determine at any time that an item is counterfeit, unapproved, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods), We will notify You that we have made such a determination and You will have an opportunity to provide proof of purchase or other proof of authenticity, including sales receipts and other indications of origin or provenance acceptable to Us. Any item that We finally determine, in Our sole discretion, to be counterfeit will not be returned to You and will be destroyed by a certified third-party vendor or, in Our sole discretion, turned over to the appropriate law enforcement agency. We also fully cooperate with brands seeking to track down the source of counterfeit items and in addition to the rights above, if required by court order or directive of law enforcement, We may reveal to brands the contact information of sellers submitting goods that have been challenged as infringing, unapproved, suspicious, allegedly stolen, or offered for sale in an unauthorized geographic market (for example, gray market goods). We reserve the right, in Our sole discretion, to deny the use of Our services to any consignor who submits counterfeit items for sale on the Service. We are subject to laws and regulations relating to claims that items offered to Us or on the Service are counterfeit, have been stolen, or otherwise violate applicable law. We take such reports seriously and will cooperate with law enforcement in all investigations. SECTION 5 - TERMINATION; DENIAL OF SERVICE We may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and any applicable costs relating to return of Consigned Property listed under “Consignment Period and Return of Property” at Section 2(c), will apply. At TOP DRWR, We truly value Our customers and are committed to providing a safe, respectful, and positive experience for You, as well as for the members of Our team. We reserve the right, in our sole discretion, to deny or terminate access to Our services of any customer who engages in behavior prohibited by our Real Respect Guidelines (available on our website and which We may modify or amend from time to time). SECTION 6 - NO ASSIGNMENT You may not assign this Agreement or any interest You have in it without Our prior written consent. Any prohibited assignment is null and void. This Agreement will insure to the benefit of, and are intended to be enforceable by, the parties and their respective successors and assigns. SECTION 7 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR CONSIGNMENT, GET PAID NOW, AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS OR (B) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TOP DRWR AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) THE USE OR THE INABILITY TO USE OUR SERVICES OR OUR WEBSITE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT; OR (D) ANY OTHER MATTER RELATING TO OUR SERVICES OR THIS AGREEMENT. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT WE HAVE ACTUALLY RECEIVED OR PAID AS A RESULT OF SELLING OR PURCHASING YOUR PROPERTY HEREUNDER. THE FOREGOING DISCLAIMERS AND LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF OUR BUSINESS, AND WE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH DISCLAIMERS AND LIMITATIONS. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT AND THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT. SECTION 8 - YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION You hereby represent and warrant that (a) You are at least 18 years of age, (b) You have good and marketable title to each item of Consigned Property, Property and/or Product Buy Out Property and as the legal and equitable owner have full authority to consign and sell the Consigned Property, Property and/or the Product Buy Out Property; (c) none of the Consigned Property, Property and/or the Product Buy Out Property is subject to any liens or other encumbrances; (d) neither the Consigned Property, Property nor the Product Buy Out Property includes counterfeit goods; (e) neither the Consigned Property, Property nor the Product Buy Out Property infringes upon, misappropriates, or violates any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation; and (f) neither the Consigned Property, Property nor the Product Buy Out Property is from, or the result of, illegal activity, including theft or fraud. With respect to Product Buy Out Property, You further represent and warrant that no transaction initiated by You, including the purchase by Us of the Get Paid Now Property, will cause Us to be in violation of any anti-money laundering, anti-terrorism, or other applicable state or federal law of the United States of America, any state, or any foreign country. You will indemnify and hold Us harmless from all damages, suits, litigation, awards, and costs, including but not limited to, reasonable attorneys’ fees and costs, incurred by Us as a result of or arising in any way out of Our display or sale of the Consigned Property or the Product Buy Out Property, including but not limited to, civil or criminal suits over authenticity or ownership of the Consigned Property or Product Buy Out Property, legality of sales, or copyright or trademark infringement. SECTION 9 - GOVERNING LAW This Agreement, or the breach thereof, and all claims of any kind relating to or arising out of this Agreement and the relationship between You and TOP DRWR, whether tort, contract, or statutory, will be governed exclusively by the laws of New Jersey, without regard to its conflicts of laws principles (whether of New Jersey or any other jurisdiction). Any Dispute between You and Us that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of New Jersey and the United States, respectively, sitting in New Jersey. The United Nations Convention on Contracts for the International Sale of Goods will not in any way apply to this Agreement or any sales or consignments made under this Agreement. SECTION 10 - AMENDMENTS TO THIS AGREEMENT We may update or change any of the terms and conditions of this Agreement at any time in Our sole discretion upon thirty (30) days’ notice, except as set forth above in “Commissions and Payment” at Section 2(f)(iv) above which provides that Commission Rates may be changed by Us at any time and without notice to You and that such change is effective immediately. You will be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless You terminate this Agreement before the effective date of the revised terms. If You do not agree to any revised terms, Your sole recourse is to terminate this Agreement in accordance with “Termination; Denial Of Service” at Section 5 above before the effective date of the revised terms. SECTION 11 - ENTIRE AGREEMENT This Agreement, including Our Terms of Service (available at https://www.topdrwr.io/terms) and any terms, policies, or documents incorporated by reference, sets forth the final, complete, and exclusive agreement between You and Us regarding the subject matter hereof and terminates and supersedes all prior understandings or agreements on such subject matter. Except as expressly set forth in “Commissions and Payment” at Section 2(f) and “Amendments to this Agreement” at Section 10 above, this Agreement may be modified only by a writing signed by You and Us. In the event there is a conflict between the terms of this Agreement and any terms or documents incorporated by reference, this Agreement will control. SECTION 12 - NO IMPLIED WAIVER Any failure by You or Us to enforce any provision of this Agreement will not constitute a waiver of such provision or of any other provision of this Agreement. SECTION 13 - SEVERABILITY If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such term were absent upon the date of the execution of this Agreement. SECTION 14 - SURVIVAL OF TERMS AFTER AGREEMENT ENDS Notwithstanding any other provision of this Agreement, any provision of this Agreement that imposes or contemplates continuing obligations on You or Us will survive the termination of this Agreement. SECTION 15 - HEADINGS Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent. SECTION 16 - NOTICES All notices under this Agreement must be in writing (which includes emails). If You have any questions or comments about this Agreement, the Service or wish to terminate this Agreement, please contact Us by email at: contact@topdrwr.io We will provide all notices to You at the email address that You have provided to Us. You are solely responsible for keeping that information current and accurate. All agreements, notices, disclosures, and other communications that We provide electronically to You satisfy any legal requirement that such communications be in writing. SECTION 17 - DISPUTE RESOLUTION PLEASE READ THIS ARBITRATION SECTION CAREFULLY TO UNDERSTAND YOUR RIGHTS, BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. (a) Scope For all matters, disputes, or claims between You and Us arising from or related to this Agreement or Your relationship with Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, including any dispute about the interpretation or application of this dispute resolution provision or the enforceability, revocability or validity of this arbitration provision or any portion of the arbitration provision (“Disputes”) will be resolved by the processes and procedures described in this Section 17, first amicably and then through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. YOU AND TOP DRWR WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES RESOLVED IN COURT. (b) Amicable Resolution In the event of a Dispute, You and TOP DRWR will first negotiate in good faith to informally resolve the Dispute. You may notify Us of a Dispute by emailing Us at contact@topdrwr.io. The notice must specifically describe the nature of the Dispute and the relief You seek. You and TOP DRWR will have sixty (60) days from the date of receipt of such a notice to try to resolve the Dispute (or such longer period as You and TOP DRWR may agree upon in writing). If the Dispute is not resolved satisfactorily within sixty (60) days after You or TOP DRWR receives notice from the other party in accordance with “Notices” at Section 16 above, You or TOP DRWR can submit the Dispute to binding arbitration in accordance with the arbitration provisions below. (c) Binding Arbitration Except for any controversy or claim properly filed and pursued in small claims court on an individual basis (as explained in “Small Claims Court Option” in Section 17(d) below), any Dispute that remains unresolved after You and TOP DRWRl attempt to resolve it informally will be resolved by binding arbitration brought on an individual basis, in which case either You or TOP DRWR may commence confidential binding arbitration under the terms in this Section 17(c). The arbitration will be administered by the American Arbitration Association (AAA) under the Consumer Arbitration Rules (available online at www.adr.org or by calling 1-800-778-7879), as amended by this Agreement. The place of arbitration will be in New Jersey. The arbitration will be conducted by a single arbitrator, selected by the AAA in accordance with the applicable Consumer Arbitration Rules. The arbitration may be held by teleconference or by video conference unless the arbitrator determines upon request by You or by Us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel, the expense and other pertinent circumstances. If the parties are unable to agree on a location, such determination shall be made by the arbitrator. The arbitrator’s decision(s) shall be final and binding. The arbitrator shall have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction. (d) Small Claims Court Option If You entered into this Agreement individually, You have the choice to submit any Dispute before a small claims court, if applicable, instead of having the Dispute resolved by arbitration. You can make this choice either before or after the Dispute is submitted for resolution by Arbitration. (e) CLASS ACTION AND LITIGATION WAIVER BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, CLASS ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP AND WAIVE THE ABILITY TO PARTICIPATE IN A CLASS ACTION. COMBINING INDIVIDUAL PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES IS ALSO NOT ALLOWED. DISPUTES REGARDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE FOREGOING CLASS ACTION WAIVER SHALL BE EXCLUSIVELY RESOLVED BY AN ARBITRATOR APPOINTED BY THE AAA, PURSUANT TO THE APPLICABLE ARBITRATION RULES, AS DETAILED IN THIS SECTION 17. (f) Severability. Should any portion of this Section 17 be deemed unenforceable by the arbitrator or a court of competent jurisdiction, the unenforceable portion will be severed without affecting the remainder of this Section 17, which will remain in full force and effect. If the severance of any portion of Section 17 results in any claims proceeding on a class or representative basis, those claims will be litigated in court and not in arbitration; the parties agree to stay any litigation of those claims pending the outcome of any individual claims in arbitration. SECTION 18 - MISCELLANEOUS. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Us as a result of this Agreement or Your access to and use of the Service. Except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement.