Legal
Last updated August 6, 2026
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. These Terms of Service also include the following terms and policies, each of which is incorporated herein by this reference (collectively, the “Agreement”):
Our Privacy Policy;
Appendix A (Rules of Conduct), which can be found at the bottom of these Terms of Service; and
any Supplemental Terms.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.
This Agreement is between you and Numa Pit concerning your use of (a) the website currently located at numapit.co (the “Site,” including any successor site(s)); and (b) any corresponding mobile applications made available by or on behalf of Numa Pit to access the services available through the Site (the “Apps”). The Site and the Apps, and any services, information, or materials made available by Numa Pit on or through the Site or the Apps, are referred to collectively in this Agreement as “Services.”
Numa Pit makes the Services available subject to this Agreement. Numa Pit may update or make changes to this Agreement from time to time in its sole discretion, which changes it may provide to you by any reasonable means, including by posting the revised version of this Agreement on the Services (e.g., through the Site and/or Apps). You agree to periodically review this Agreement, and your continued use of the Services following such modifications will constitute acceptance thereof. You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of this Agreement.
From time to time, we may offer features, products, or services through the Services that require additional terms, conditions, guidelines, rules, or policies (“Supplemental Terms”). By using such features, products, or services, you agree to comply with the corresponding Supplemental Terms. In the event of an otherwise irreconcilable conflict between these Terms of Service and any Supplemental Terms, the Supplemental Terms will govern with respect to the specific feature, product, or service to which they apply.
BY USING THE SERVICES, YOU AGREE TO RESOLVE ANY DISPUTE WITH NUMA PIT THROUGH BINDING ARBITRATION OR SMALL CLAIMS DISPUTE PROCEDURES AND YOU WAIVE YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION SUIT. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION; SEE SECTION 22 BELOW.
“Auction” means the online, auction-style sale process by which a single Item is offered for sale, and sold, through the Services.
“Bid” means an offer submitted by a Buyer through an Auction to purchase an Item at a stated price.
“Buy Now” means a fixed-price purchase format in which a Buyer may purchase an Item immediately at the price stated in the applicable Listing.
“Hammer Price” means the amount of the Winning Bid or, for a Buy Now purchase, the agreed price of the Item, in each case exclusive of any Taxes, Delivery Charges, or other charges.
“Interested Party” means with respect to an Item, the Seller and any person or entity that has a direct or indirect financial interest in the Item (such as a joint owner or a beneficiary of an estate selling the Item) or that has worked in connection with the sale of the Item.
“Item” means an individual trading card game (TCG) card offered, listed, or made available for sale by a Seller through the Services.
“Laws” means all applicable federal, state, local, municipal, foreign, and international laws, statutes, constitutions, ordinances, codes, rules, regulations, orders, directives, guidance, judgments, decrees, and injunctions, and other legal requirements of any governmental or regulatory authority, in each case as amended from time to time.
“Listing” means a Seller’s offering of one or more Items for sale through the Services.
“Numa Pit Entities” means Numa Pit, its affiliated entities, and its and their respective employees, officers, directors, shareholders, agents, representatives, licensors, suppliers, and service providers.
“Numa Pit,” “we,” “us,” or “our” means NiftyKit, Inc.
“Obvious Error” means a typographical, clerical, pricing, description, or similar error, or a platform or system malfunction, affecting a Listing, Auction, Bid, price, or sale.
“Payment Services Provider” means a Seller’s designated third-party payment services provider.
“Purchase Price” means the total amount payable by a Buyer in respect of an Item, comprising the Hammer Price, any applicable Taxes, and any Delivery Charges.
“Reserve” means the confidential minimum price, if any, set by the Seller below which the Seller is not obligated to sell, and the Item will not be sold, in an Auction.
“Sanctioned Jurisdiction” means any country or territory that is itself the subject of comprehensive Sanctions.
“Sanctions” means economic or trade sanctions, embargoes, or restrictions administered or enforced by the United States (including the U.S. Department of the Treasury’s Office of Foreign Assets Control), the United Nations Security Council, the European Union or any of its member states, the United Kingdom, or any other applicable governmental or sanctions authority.
“Service Content” means data, information, images, audiovisual materials, communications, and other materials made available to you on or through the Services.
“Terms of Purchase” means any pricing, payment, and purchase terms presented for a particular Item at the point of sale or otherwise on the applicable Listing, Auction, or event page.
“Winning Bid” means the highest Bid that the Services accept at the close of an Auction and that meets or exceeds any applicable Reserve; the Buyer who submits the Winning Bid is the “Winning Bidder.”
The Services operate as an online venue and marketplace that connects users who wish to purchase Items (each, a “Buyer”) with users who offer Items for sale (each, a “Seller”). Numa Pit provides the technology, platform, and venue through which Sellers create Listings and Buyers bid on and purchase Items through Auctions; Numa Pit does not itself sell, offer, supply, or provide any Item.
Except as expressly provided in this Agreement or any Supplemental Terms, Numa Pit is not a party to, and does not itself make, offer, or solicit, any sale of an Item. Numa Pit does not, and will not be deemed to, purchase, sell, own, take title to, take possession or custody of, store, warehouse, pack, insure, ship, deliver, consign, inspect, appraise, authenticate, or grade any Item offered, listed, or sold through the Services. Title to, possession of, and all risk of loss with respect to an Item pass directly from the Seller to the Buyer as and when provided in the Sale Contract.
Numa Pit and Kero Kero Frog Card Station Inc. (“Keroste”), the initial Seller offering Items through the Services as of the Site’s launch, are affiliated entities under common ownership. However, Keroste, as a Seller, remains solely responsible for its Items and for its obligations under each Sale Contract, and Numa Pit remains a venue that is not a party to any Sale Contract.
When a Buyer places the winning bid on or otherwise agrees to purchase an Item, a binding contract of sale (a “Sale Contract”) is formed directly between that Buyer and the applicable Seller. Numa Pit is not a party to any Sale Contract, and the formation, performance, breach, or termination of a Sale Contract creates no obligation, responsibility, or liability on the part of Numa Pit with respect to the sale, purchase, payment for, delivery of, or any other matter concerning any Item. You acknowledge and agree that each Seller, and not Numa Pit, is solely responsible for its Items, its Listings (including the currency, accuracy, and completeness of Item information), and the performance of its obligations under each Sale Contract, including transferring title to, and arranging delivery of, purchased Items; and that each Buyer, and not Numa Pit, is solely responsible for the performance of its obligations under each Sale Contract, including paying the full Purchase Price and all other amounts due when due.
Numa Pit does not take custody of, hold, control, disburse, or transmit funds in connection with any Sale Contract, and does not act as an escrow agent, money transmitter, or payment intermediary between any Buyer and any Seller. Payment of the Purchase Price and any other amounts owed under a Sale Contract is made by the Buyer directly to the Seller or to the Seller’s designated third-party payment provider, in accordance with Section 9 (Payment) and any applicable Payment Services Provider’s terms.
Because Numa Pit is a venue and not the seller, all functions and obligations relating to an Item and its sale (including describing, cataloging, listing, and pricing the Item; setting and honoring any Reserve; accepting, processing, and collecting payment; determining, collecting, reporting, and remitting applicable Taxes; packing, insuring, shipping, and delivering the Item; and handling returns, refunds, cancellations, chargebacks, and post-sale claims) are the responsibility of the applicable Seller or, where this Agreement so provides, the Buyer, and are not the responsibility of Numa Pit. For clarity, any statement in the Services, in any Listing, or in any communication to the effect that an Item will be sold, priced, paid for, authenticated, graded, packed, shipped, delivered, refunded, or otherwise handled “by us,” “by Numa Pit,” or “through the Services” means, unless we expressly state otherwise in writing, that such function is performed by or on behalf of the applicable Seller (or, where applicable, the Buyer), and not by Numa Pit itself.
You are solely responsible for your interactions, communications, transactions, and dealings with other users of the Services, including any Buyer, Seller, or other counterparty. Although Numa Pit may, but is not obligated to, provide tools, guidelines, or assistance intended to help users avoid or resolve disputes, Numa Pit is not a party to, and has no responsibility or liability of any kind for, any dispute, claim, or disagreement between a Buyer and a Seller or between or among any other users, including any dispute concerning the existence, terms, performance, or breach of a Sale Contract, the condition, authenticity, grade, description, provenance, or delivery of an Item, or the payment or non-payment of any amount. Any resolution, adjustment, refund, replacement, or other remedy in connection with a Sale Contract is a matter solely between the Buyer and the Seller.
This Agreement governs your access to and use of the Services in any capacity, including when you register for the Services or bid in an Auction, purchase or sell an Item, participate in or view any event (e.g., a live stream) made available through the Services, or transact through the Services. Additional or format-specific terms may be presented on individual Listing, Auction, or event pages, and any such terms are incorporated into this Agreement as Supplemental Terms with respect to the applicable Listing, Auction, or event.
The Services are controlled and operated from the United States (the “Territory”) and are not intended to subject any Numa Pit Entity to the Laws or jurisdiction of any other geographic territory. Certain components of the Services may not be appropriate or available for use in territories outside of the United States. You must comply with all (and you are responsible for your violation of any) Laws in using the Services, including the Laws of such other territories as they apply to you.
Only residents of the United States who are at least eighteen (18) years old are authorized to register for or use the Services. You represent and affirm that: (a) you are a resident of the United States; and (b) you are at least eighteen (18) years old. You may not register for, access, or use the Services, create an account, or Bid on, purchase, or sell any Item through the Services unless you are at least eighteen (18) years old. Numa Pit does not knowingly permit any individual under the age of eighteen (18) to register for or use the Services. If we learn or have reason to believe that an account holder is under the age of eighteen (18), we may suspend or terminate the account and cancel any associated registration, bids, or purchases. Providing false or inaccurate information about your age or eligibility is a breach of this Agreement.
Certain Service features are available at no charge, while others may require payment. Numa Pit may, at any time and from time to time, temporarily or permanently, in whole or in part: modify, suspend, or discontinue the Services, with or without notice; limit or deny access to some or all of the Services to certain entities, persons, or geographies (including by blocking IP addresses); charge fees in connection with the use of the Services; modify or waive fees charged in connection with the Services; or offer opportunities to some or all users of the Services. Your continued use of the Services after such changes will indicate your acceptance of such changes. You agree that Numa Pit will not be responsible or liable to you or any third party for any modification, suspension, or discontinuance of the Services or any Service Content or feature available through the Services, in each case in whole or in part. You acknowledge that implementation of updates or upgrades to the Services, and other routine or non-routine maintenance, error corrections, or other changes, may require the interruption of the operation of or access to the Services, and Numa Pit will have no liability for any such interruption.
Subject to the terms of and conditioned on your continued compliance with this Agreement, Numa Pit grants to you a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable right, solely within the Territory, to access and use the Services solely while this Agreement remains in effect between Numa Pit and you. Any other use of the Services by you is permitted only to the extent we expressly authorize such use in advance and in writing. Nothing in the Services grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Service Content without our express prior written consent. You (and not we) are responsible for any liability arising out of (a) your access to or use of the Services in any manner other than as expressly authorized by these Terms of Service, or (b) your violation of applicable Laws or the rights of any third party. This allocation is in addition to and does not limit your indemnification obligations under Section 19 (Indemnification) below.
If we make Apps available: (a) such Apps are licensed (not sold) to end users; (b) for each App, and subject to the terms of and conditioned on your continued compliance with this Agreement, and solely for so long as we authorize you to use the App, Numa Pit hereby permits you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for your own personal, non-commercial purposes.
You may need to provide your email address, register, or create an account to use the Services. You represent, warrant, and covenant to us that all information you submit to the Services is true, accurate, and complete. We may reject, or require you to change, any username, password, or other information that you provide to us in registering or updating your account. Your username and password are for your personal use only and must be kept confidential, and you are responsible for maintaining their security. You are also responsible for any use or misuse of your username, password, or Services account, and you must immediately notify Numa Pit of any unauthorized use thereof. You must not permit others, including family members, to use your username, password, or Services account.
For information about how we collect, use, share, and process your information, please see our Privacy Policy.
We may (but are not required to) monitor or analyze your use of the Services, disclose related information, and take any other actions regarding your use of the Services that we deem appropriate. This may include: (a) enforcing or verifying compliance with this Agreement; (b) investigating complaints or violations; (c) reporting suspected unlawful activity; (d) cooperating with law enforcement or other third parties and taking legal action; (e) suspending your access to or use of the Services, in whole or in part; and (f) managing the Services in a manner aimed at protecting other users, their and our rights, and the functioning of the Services. As part of our monitoring of the Services, if you engage with chat functionalities on the Services, your conversations via our chat functionalities may be retained by us and our third-party partners for our business purposes. Also, if you type information into forms or other fields on the Services, what you enter may be captured and retained by us and our third-party partners for our business purposes.
You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, equipment, software, and services needed to access and use the Services, and paying all related charges. Some Service features may be facilitated through application programming interfaces (APIs), whether made available by us or by third parties. We have no control over and bear no responsibility for third-party APIs, and the Services may be impacted by third-party API issues, including API outages or changes.
The Services, including their “look and feel” (e.g., text, graphics, images, logos), and any Service Content, are owned and operated by Numa Pit and, where applicable, third-party licensors and vendors of Numa Pit. All Service Content is protected by law, including United States intellectual property and related Laws (e.g., copyright law, trademark law, and individuals’ rights of publicity), as well as other state, national, and international Laws, and also may be covered by other restrictions. You acknowledge and agree that all right, title, and interest in and to the Services and any Service Content, Numa Pit’s other products and services, and any ideas, improvements, inventions, works of authorship, and other work product and materials conceived, created, developed, or reduced to practice in the course of providing services to you or otherwise performing hereunder, are and will remain the sole property of Numa Pit. You agree not to take any action inconsistent with Numa Pit’s or any third party’s intellectual property interests in the Services or Service Content. Except as otherwise expressly provided herein, neither Numa Pit nor any third party grants you any license or other rights under any copyrights, patents, know-how, trade secrets, trademarks, or other intellectual property that we or they own or control, whether in the Services or otherwise.
Our trade names, trademarks, service marks, trade dress, and other indicia of origin include NUMA PIT, NIFTYKIT, the NUMAPIT.CO domain name, and any associated logos (collectively, “Our Trademarks”). All trademarks and service marks on the Services other than Our Trademarks are the property of their respective owners. You may not use Our Trademarks, whether registered or unregistered, on or in connection with any product or service without our express prior written consent.
5.3. Your Materials.
As part of using the Services, you may be able to post or submit data, information, communications, or other materials through the Services (“Your Materials”, which exclude any information, content, or materials owned or controlled by Numa Pit, its vendors or licensors, or Service users other than you). You retain any copyright and other proprietary rights you may hold in Your Materials, subject to the licenses granted herein and any rights retained or reserved by Numa Pit. You hereby grant to Numa Pit a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, assignable, and fully sublicensable (through multiple tiers) license, without attribution or consideration to you or any third party, to host, store, use, and exploit, and to reproduce, distribute, perform and display (publicly or otherwise), create derivative works based on, adapt, and modify, Your Materials, in any format or media now known or hereafter developed, for purposes of operating, maintaining, and improving the Services and Numa Pit’s other products and services and for analytic, statistical, security, quality control, product and service improvement, maintenance, regulatory, training (including training of artificial intelligence (“AI”) and machine learning models), and similar purposes. In addition, you grant Numa Pit a perpetual, worldwide, irrevocable, royalty-free right and license to create, use, distribute, sublicense, and otherwise exploit anonymized, de-identified, and/or aggregated data and materials derived from Your Materials, for any purpose, without restriction or compensation to you. You waive all “moral rights” and similar rights in Your Materials and you represent and warrant that no such rights have been asserted in Your Materials. For clarity, the rights granted herein to Numa Pit will survive any expiration or termination of this Agreement. Numa Pit is not responsible or liable for any, and you remain solely responsible and liable for all, of Your Materials (including their content, legality, accuracy, and completeness) and any use thereof.
You represent, warrant, and covenant that you are authorized to grant the rights granted to Numa Pit herein and that you have obtained all rights, licenses, consents, and permissions necessary to grant such rights and for Numa Pit and its designees to exercise such rights (“Consents”), in each case without you or Numa Pit violating or infringing any Laws, third-party rights, or contractual terms. You must not make Your Materials available through the Services in violation of the foregoing.
Unless we expressly agree otherwise in writing, if you provide us with any ideas, proposals, suggestions, or materials, whether through the Services, through our official social media channels, by email or otherwise, and whether related to the Services or otherwise (collectively, “Feedback”), you acknowledge and agree that: (a) your provision of such Feedback is gratuitous, unsolicited, and without restriction and does not place us under any fiduciary or other obligation; (b) such Feedback is not confidential, and we have no confidentiality obligations with respect to such Feedback; and (c) to the extent permitted under applicable Law, any Feedback will become Numa Pit’s sole property. Without limiting the foregoing, you grant to Numa Pit a worldwide, royalty-free, fully paid-up, exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without attribution or consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), adapt, modify, and otherwise use and exploit such Feedback, in any format or media now known or hereafter developed, and you represent and warrant that you have all necessary rights to grant this license. You are and remain responsible for the content of any Feedback.
If you believe that any materials on the Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (a) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (b) identification of the material that you believe to be infringing, including a description of the material, and its location on the Services; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the Law; (e) a statement that the information in your claim is accurate; and (f) a statement that under penalty of perjury, you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. You can contact our agent for copyright issues relating to the Services at Numa Pit Copyright Agent, NiftyKit, 1455 Frazee Rd. Ste. 500, San Diego, CA 92108, or support@numapit.co. To protect the rights of copyright owners, we reserve the right to suspend your account or other user privileges, delete, or disable content alleged to be infringing, or terminate the account or other user privileges of a repeat infringer.
The Services may provide links to other websites and online resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and we neither endorse nor are responsible or liable for any content, advertising, products, or other materials on or available through such sites or resources. Other sites and resources may provide links to the Services with or without our authorization. We do not endorse such sites or services, and are not and will not be responsible or liable for any links from those sites or resources to the Services, for any content, advertising, products, or other materials available on or through such other sites or services, or for any loss or damages incurred in connection therewith. YOU AGREE THAT YOUR USE OF THIRD-PARTY SITES, SERVICES, AND RESOURCES, INCLUDING YOUR USE OF ANY CONTENT, INFORMATION, MATERIALS, DATA, ADVERTISING, OR PRODUCTS ON OR AVAILABLE THROUGH SUCH SITES, SERVICES, AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH SITES, SERVICES, AND RESOURCES. Numa Pit has the right, at any time and in its sole discretion, to block links to the Services or any Service Content through technological or other means, without prior notice.
To Bid on or purchase an Item, you must (a) be eligible to use the Services under Section 3.2 (Who May Use the Services); (b) have a registered Services account in good standing; and (c) provide and keep current the registration and identity information we request, which includes your name, email address, telephone number, date of birth, and shipping address. Your date of birth also serves to confirm that you meet the age requirement in Section 3.2. You authorize us to verify your identity, and you agree to provide, promptly upon our request, verification of your identity and any additional information we require to comply with applicable Laws, including “know your customer” (KYC), anti-money-laundering, and Sanctions requirements, or to evidence your authority to enter into this Agreement.
We may, in our sole discretion and for any reason or no reason, refuse, condition, suspend, or revoke your registration for, or participation in, any Auction or sale, whether before or during the Auction or sale. Approval to participate in one Auction does not entitle you to participate in any other Auction or sale.
Each time you Bid on or purchase an Item, you represent, warrant, and covenant to us and to the applicable Seller that: (a) your Bids are genuine, are made with the bona fide intention to purchase the Item at the price bid, and are not the product of any collusive, anti-competitive, or other agreement, arrangement, or conduct that violates any antitrust or other Laws, and you have not solicited, requested, or induced any person to refrain from bidding or to bid jointly for the purpose of restraining competition; (b) you are financially able to, and will, pay the full Purchase Price and all other amounts due if you are the Winning Bidder or you Buy Now purchase is accepted; (c) you have full legal authority and capacity to enter into and perform under this Agreement and to give these representations and warranties, and, if you Bid or purchase on behalf of an entity or other principal, you are duly authorized to bind that entity or principal and that entity or principal is duly organized, validly existing, and in good standing; (d) you are not an Interested Party with respect to the Item; and (e) neither you, nor your principal (if any), nor any person or entity involved in, or any funds used for, your Bid or purchase, is the subject of any Sanctions or is located, organized, or resident in a Sanctioned Jurisdiction; the funds used to purchase an Item are not derived from, and your Bid and purchase are not intended to facilitate, any unlawful activity; and your Bid and purchase will not violate any anti-money-laundering, anti-terrorism, anti-bribery, anti-corruption, Sanctions, or tax Law.
If you are an Interested Party with respect to an Item, you may not Bid on or purchase that Item, arrange for or permit any other person to do so on your behalf, or enter into any agreement or arrangement with a bidder in connection with that Item. Without limitation, we and the Seller may cancel any Bid made, and rescind any resulting sale, where such Bid or sale was in violation of this Section 8.4, the Rules of Conduct, or any other provision of this Agreement.
Auctions are conducted online only, and Items are bid upon solely through the Services, unless we expressly state otherwise. All Bids and prices are stated and payable in U.S. Dollars. We set, and may change without notice, the format, rules, bid increments, opening bids, dates, times, order, scheduling, and opening and closing (including early or extended closing) of each Auction, and the number, character, and grouping of the Items offered, in each case in our sole discretion. Our platform records all Bids and makes the final determination of the Bids received, the validity and order of Bids, and the identity of the Winning Bidder, and such determinations are final and may not be challenged or appealed. Our record of the bidding and of the Winning Bid is conclusive and controls over any conflicting record, confirmation, or message. As the operator of the Services, we may, at any time and in our sole discretion (whether on our own initiative or at the Seller’s direction, and for any technical, operational, legal, risk, or other reason) pause, halt, suspend, extend, reopen, or close any Auction, and hold, delay, refuse, cancel, or reverse any Bid or sale, in each case without notice and without liability to you. You are solely responsible for all Bids and other activity placed through your account, including any error you make in placing a Bid.
An Item may be offered subject to a confidential Reserve set by the Seller. If bidding on an Item does not reach the applicable Reserve, the Item will not be sold in that Auction and no Sale Contract will be formed with respect to that Item. The Seller sets the Reserve and may set or change it only before the Auction opens; once the Auction has opened, the Reserve may not be changed or waived by Seller.
When you submit the Winning Bid on an Item or otherwise purchase an Item, you thereby enter into a binding and irrevocable commitment to purchase that Item, and a Sale Contract is formed directly between you and the applicable Seller as provided in Section 2.4, in each case subject to any applicable Reserve and to our and the Seller’s rights under this Agreement (including the rights to withdraw, refuse, cancel, and rescind set forth below). ALL BIDS AND PURCHASES ARE FINAL. You may not retract, cancel, or amend a Bid or purchase. The close of the Auction on the Winning Bid completes the sale, and the Seller may not decline or reject a completed Winning Bid except as expressly permitted in Sections 8.8 (Withdrawal; Refusal; Cancellation; Correction of Errors) and 8.9 (Rescission). As Buyer, you agree to pay the full Purchase Price and all other amounts due, in a timely manner, in accordance with Section 9 (Payment).
Notwithstanding any other provision of this Agreement: (a) the Seller may withdraw an Item, decline to sell an Item, or defer the sale of an Item to a later Auction, at any time before a Sale Contract is formed; (b) we may, in our sole discretion, at any time, without notice, and whether on our own initiative or at the Seller’s direction, refuse, reject, cancel, reverse, or invalidate any Bid or sale; withdraw, remove, cancel, relist, or reschedule any Item, Listing, or Auction; pause, halt, extend, reopen, or close any Auction; limit the quantity of Items available to any Buyer; and require additional verification before any sale is completed; and (c) in the case of an Obvious Error or a dispute affecting bidding or a sale (including where an Item is listed, bid upon, or sold at an incorrect price or with an incorrect description), we or the Seller may refuse or cancel the affected Bid or sale, re-open or re-run the bidding, determine or re-determine the Winning Bidder, cancel the Sale Contract, and re-offer and re-sell the Item, in each case whether before or after the close of the Auction and whether or not a Winning Bidder has been identified or a Payment Method has been charged. Where a Sale Contract is cancelled, reversed, or rescinded under this Agreement after the Buyer has paid, any refund of amounts paid is the responsibility of the Seller or the Seller’s Payment Services Provider, and not of Numa Pit. Neither we nor any other Numa Pit Entity, nor the Seller, will have any liability to any Buyer for any withdrawal, refusal, cancellation, reversal, or correction made under this Section 8.8.
In addition to the foregoing, we or the Seller may rescind a Sale Contract if we or the Seller reasonably determine that (a) any of your representations or warranties made under this Agreement is or was inaccurate, incomplete, or breached; (b) the sale has subjected, or may subject, us or the Seller to liability or to a violation of any Law (including any Sanctions or anti-money-laundering Law); or (c) the Item was sold as a result of an Obvious Error.
You represent, warrant, and covenant to us that all information you submit to the Services is true, accurate, and complete, and that you control each payment method (e.g., credit card, debit card, or online payment service account) you use or intend to use to pay for any Item (your “Payment Methods”). Note that Payment Methods such as PayPal are provided by unaffiliated third parties, and your use of such Payment Methods is governed by separate terms and conditions provided by such third parties. Neither we nor any Seller accepts any responsibility for, or liability to you in connection with, your use of any Payment Method.
Our Sellers use Payment Services Providers to enable you to pay them for Items purchased through the Services. You acknowledge and agree that we are not responsible or liable for your use of, your inability to use, or any failure of any Payment Services Provider. The processing of payments to Sellers will be subject to the terms, conditions, and privacy policies of such Payment Services Providers. You acknowledge and agree that Sellers may change their Payment Services Providers and move your information to other third-party service providers from time to time; that there may be fees associated with certain Payment Services Providers; and that you (and neither we nor any Seller) will be responsible and liable for any such fees, including fees imposed on your transactions. Numa Pit is not, and will not be, responsible or liable for any Payment Services Provider’s services, site, or acts or omissions.
Numa Pit does not sell Items or provide payment-processing services. Numa Pit facilitates the formation of the Sale Contract between, and the payment obligation itself runs directly between, the Buyer and the Seller. The Buyer pays the Purchase Price, and all other amounts due under a Sale Contract, directly to the applicable Seller (which is the merchant of record for each sale) or to the Seller’s Payment Services Provider. You will use and maintain a current, valid Payment Method with the applicable Payment Services Provider(s), and you represent and warrant that you have the legal right to use each Payment Method you provide. You are solely responsible for keeping your Payment Method current, and neither Numa Pit nor any Seller is responsible or liable for any charges, holds, declines, or insufficient-funds or similar fees arising from any authorized charge to your Payment Method.
Payment under a Sale Contract is processed through one or more Payment Services Providers engaged by the applicable Seller. By submitting the Winning Bid on or otherwise purchasing an Item, you authorize the applicable Seller and its Payment Services Provider to charge your Payment Method for the full Purchase Price and all other amounts due under the Sale Contract, including any applicable Taxes (other than any Tax that Numa Pit is required to collect as a marketplace facilitator under Section 10.2 (Collection and Remittance), which Numa Pit or its designee collects). Your use of any Payment Services is governed by the Payment Services Provider’s own terms, conditions, and privacy policies, which you are responsible for reviewing and for which Numa Pit is not responsible. As Buyer, you acknowledge that Sellers may change or add Payment Services Providers or accepted payment methods at any time and without notice.
Following the close of an Auction or the completion of a purchase, the Buyer will be invoiced for the Purchase Price. Any purchase or account information displayed through the Services is provided for the Buyer’s convenience only; in the event of any otherwise irreconcilable conflict between such information and a Seller’s invoice and records, the latter will govern. Buyers must pay the full Purchase Price and all other amounts due in U.S. Dollars, in good and cleared funds, immediately and in any event within seven (7) days after the date of the invoice. The Buyer’s obligation to pay the full Purchase Price and all other amounts due is absolute and unconditional and is not subject to any defense, setoff, or counterclaim of any kind. Payment will be accepted only from the Buyer and from no other source. All payments are non-refundable and non-transferable, except as expressly provided in this Agreement, the applicable Terms of Purchase, or Section 12 (Returns and Cancellations), or as required by applicable Law.
If the Buyer fails to pay the full Purchase Price or any other amount due by the applicable due date, the Buyer will be in default, and, without prejudice to any other rights or remedies available at law or in equity:
9.6.1. The Seller may exercise all rights and remedies of an unpaid seller with respect to the Item and the Sale Contract, including: charging any Payment Method the Buyer has on file with the Seller’s Payment Services Provider for the amounts due; cancelling or rescinding the Sale Contract; and, without obligation to pursue any particular remedy, disposing of the Item by (i) offering it to the next higher bidder from the Auction, (ii) selling it by private sale, Buy Now, or otherwise, or (iii) relisting it in a later Auction or other sale format; and holding the defaulting Buyer liable for the amount, if any, by which the original Purchase Price exceeds the net proceeds of any such disposition (the shortfall), together with all costs, expenses, losses, interest, and legal and collection fees incurred in connection with the disposition, with the defaulting Buyer having no right to any disposition proceeds; and
9.6.2. Numa Pit may exercise any rights and remedies, including suspending, restricting, or terminating the Buyer’s account; barring the Buyer from registering for or participating in future Auctions or sales; cancelling the Buyer’s open Bids and pending purchases; withholding or restricting access to the Services; and releasing the Buyer’s name, contact information, and transaction details to the applicable Seller to enable the Seller to recover the amounts due (and, where reasonably practicable, Numa Pit will take reasonable steps to notify the Buyer before releasing such information).
The Purchase Price and all other amounts due are exclusive of Taxes. As used in this Agreement, “Taxes” means any sales tax, compensating use tax, value-added tax (VAT), goods-and-services tax (GST), consumption tax, excise or luxury tax, duty, tariff, levy, or other governmental charge (together with any related interest or penalty) imposed by any taxing authority in connection with the purchase, sale, import, or delivery of an Item, other than taxes imposed on Numa Pit’s or the Seller’s net income. The Buyer is responsible for, and must pay as part of or in addition to the Purchase Price, all applicable Taxes arising out of or in connection with the purchase, sale, or delivery of an Item. Where any such Tax is not collected at or before the point of sale, the Buyer is responsible for self-assessing, reporting, and remitting it to the applicable authority.
Where Numa Pit is required by applicable Law to collect and remit sales or use Tax on a sale as a “marketplace facilitator” (or under any comparable designation), as among the parties, Numa Pit or its designee will be responsible for collecting that Tax from the Buyer at or after checkout and remitting it to the applicable authority, and the Buyer authorizes such collection. In all other cases, as between Numa Pit and the Seller, the Seller is responsible for determining, collecting, reporting, and remitting any Taxes required to be collected in connection with a sale of an Item, except to the extent the Buyer is required to self-assess and remit.
You are responsible for maintaining your own Tax records and for the accuracy of any Tax information you submit to any authority. Numa Pit and the Seller may report transactions and activity conducted through the Services to tax and other governmental authorities as required by applicable Law.
Numa Pit does not ship, deliver, store, handle, or insure Items, and does not sell or provide shipping services. Each Seller (whether directly or through one or more third-party carrier(s), fulfillment provider(s), or other third-party providers) is solely responsible for packing, insuring, shipping, and delivering each purchased Item to the Buyer. Items are shipped from the Seller’s location, which may be outside the United States (including Japan), directly to the Buyer.
The Buyer is responsible for all shipping, handling, and delivery charges for a purchased Item (“Delivery Charges”), unless otherwise expressly stated in the applicable Listing or Terms of Purchase. Delivery Charges are payable by the Buyer to the Seller or the Seller’s Payment Services Provider, in addition to the Hammer Price and any Taxes, and are not collected by or payable to Numa Pit.
11.3. Delivery Address; U.S. Delivery Only. The Buyer must provide a current, accurate, and complete delivery address at which it is lawful for the Seller to deliver the Item. ITEMS WILL BE SHIPPED TO DELIVERY ADDRESSES LOCATED IN THE UNITED STATES ONLY. The Buyer is solely responsible for any loss, delay, seizure, or additional cost resulting from an incorrect, incomplete, or unlawful delivery address, or from the Buyer’s failure to comply with Section 11.6 (Import Charges) or any other provision of this Agreement.
The Seller will ship a purchased Item within a commercially reasonable time after the Buyer has paid the Purchase Price and any other charges and fees due with respect to the Item in full and in cleared funds. Neither Numa Pit nor the Seller guarantees any particular delivery date or transit time, and Numa Pit does not guarantee that any purchase or shipment will be completed, unless otherwise expressly stated in the applicable Listing or Terms of Purchase.
Title to, and risk of loss of, an Item pass directly from the Seller to the Buyer, and not to or through Numa Pit, as provided in the Sale Contract and the applicable Terms of Purchase. Unless the Terms of Purchase expressly provide otherwise, risk of loss and damage passes to the Buyer upon the Seller’s delivery of the Item to the carrier.
Items may be shipped to Buyers from outside the United States, including from Japan. Items shipped to Buyers from outside the United States are subject to United States customs entry and to import duties, tariffs, and surcharges, merchandise processing and other governmental fees, and customs-broker, carrier disbursement, and similar charges (collectively, “Import Charges”), which are separate from, and in addition to, an Item’s Purchase Price and any Taxes and Delivery Charges. By placing a Bid or making a purchase, Buyer acknowledges and agrees that it is responsible for ensuring that each Item may be lawfully imported into, and owned at, the delivery address, and for obtaining any license or permit required for importation. By collecting payment for an Item, Seller acknowledges and agrees that it is responsible for the payment of Import Charges, the accuracy of all customs declarations (including the declared value, classification, and country of origin), for marking the Item’s country of origin as required by Law. Numa Pit is not, and will not act as, the importer of record, exporter, consignee, or a party to the importation of any Item, does not provide any United States import or return address, and does not take title to or possession of any Item.
Shipment of an Item is subject to the terms, tariffs, and conditions of the carrier used. Sellers are responsible for selecting the carrier and for complying with the carrier’s terms of service, tariffs, and prohibited-and-restricted-item rules (including, for domestic legs, the USPS Domestic Mail Manual and comparable carrier requirements). Separate third-party terms may apply to any given shipment, and Numa Pit is not responsible for any carrier’s acts, omissions, terms, or charges.
Any claim that an Item was damaged, lost, delayed, or not delivered in transit is a matter between the Buyer and the Seller (and, as applicable, the carrier), and is governed by the Seller’s shipping and returns terms and Section 12 (Returns and Cancellations). NUMA PIT IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OF, DAMAGE TO, OR DELAY OR FAILURE IN THE SHIPMENT OR DELIVERY OF ANY ITEM.
Except as required by applicable Law, as expressly provided in the applicable Terms of Purchase or the Seller’s return policy, or as provided under Section 13 (Authenticity, Grading, and Condition), all Bids, purchases, and sales of Items are final, and Items are sold without any right of return, refund, or cancellation.
Any return, refund, replacement, cancellation, or other post-sale remedy in connection with an Item is offered and provided by the Seller directly, in accordance with the Seller’s return policy and the applicable Terms of Purchase, and the Seller (and not Numa Pit) bears the financial cost and responsibility of any refund. Numa Pit does not accept returns, process or issue refunds, or hold or disburse funds, and is not responsible or liable to any Buyer or any other person for any return or refund, for the cost of any refund, or for the Seller’s acts or omissions in handling returns and refunds.
If you experience a problem with a purchase or an Item, you should promptly contact the Seller through the contact means made available for that Seller (or otherwise provided to you). Numa Pit may, but is not obligated to, provide tools, guidelines, or assistance to help facilitate resolution of a return, refund, or other post-sale issue, and Numa Pit may at any time and in its discretion suspend or terminate a Seller’s access to Buyers in connection with the handling of returns and refunds, including at a Buyer’s request. Any post-sale dispute is otherwise governed by Section 2.7 (Interactions and Disputes Between Users).
13.1. Authentication, Grading, and Inspection.
Items may be graded, authenticated, or encapsulated by a third-party grading or authentication company (each, a “TPG”), such as PSA, Beckett Grading Services (BGS), and CGC. With respect to any such Item: (a) all representations concerning authenticity, grade, or condition, and any related guarantee, are made by the TPG itself, and not by Numa Pit or the Seller; (b) neither Numa Pit nor the Seller independently tests, confirms, or guarantees that any TPG’s authentication, certification, or grade is correct or accurate, or guarantees the TPG’s encapsulation, case, slab, or holder; (c) a difference of opinion between TPGs, a regrade, a different grade on resubmission, or a TPG’s later reversal of an authentication or grade is not a basis for rescinding, returning, or refunding a sale; (d) any dispute concerning a TPG’s authentication, grade, or encapsulation of an Item must be resolved directly with the TPG, and the Buyer’s sole remedy as to grade or authentication is against the TPG; and (e) sales of TPG-certified Items are final and not returnable, except as required by applicable Law. Grading is not an exact science, grading standards change over time, and certification does not protect against normal market risks or guarantee liquidity or value.
The Items are the Seller’s, and Numa Pit does not inspect, authenticate, grade, appraise, test, or verify any Item, or any grade, condition, authenticity, provenance, description, or other information concerning any Item. Any such information made available through the Services is provided by the Seller or by a TPG, and not by Numa Pit. Numa Pit does not endorse, and has not verified the accuracy or reliability of, any opinion or statement made by any Seller, manufacturer, distributor, authenticator, grader, or other third party concerning any Item.
Except to the extent expressly required by applicable Law, neither Numa Pit nor the Seller provides any guarantee of authenticity, and Items are not sold with an authenticity guarantee. The authenticity and grade of an Item are addressed solely as set forth in this Section 13 (including the third-party grading provisions above), and the Buyer’s remedies as to authenticity and grade are limited accordingly.
EACH ITEM IS SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AS TO ITS PHYSICAL CONDITION. Neither Numa Pit nor the Seller makes any representation, warranty, or guarantee as to the condition, completeness, quality, grade, rarity, value, importance, or provenance of any Item. Images, illustrations, descriptions, and condition reports are provided for identification and guidance only, are not representations or statements of fact, and are not a substitute for the Buyer’s own inspection and assessment; colors and details may vary depending on your electronic display. No oral or written statement by Numa Pit, Seller, or anyone else constitutes a warranty or representation of fact concerning an Item.
You agree that you will conduct your own independent investigation into an Item’s authenticity, grade, condition, characteristics, history, potential value, and other attributes, and that in deciding to Bid on or purchase an Item you are not relying on any statement made by Numa Pit or any employee, representative, or agent of Numa Pit.
For any autographed Item, the Seller will provide the Buyer, at the time of sale, the written certificate of authenticity and express warranty required by applicable Law, including California Civil Code § 1739.7 (autographed collectibles sold for $50 or more), containing the disclosures that Law requires. This obligation is the Seller’s, and applies in addition to, and independently of, any grade or authentication by a TPG.
The sale of an Item transfers to the Buyer no copyright, trademark, right of publicity, reproduction right, or other intellectual-property right in the Item, its design, or any content depicted on it, except as expressly stated in the applicable Listing.
Without limiting the Disclaimers in Section 18 or the Limitation of Liability in Section 20, Numa Pit disclaims all liability, and makes no representation or warranty of any kind, express, implied, or statutory, with respect to the authenticity, grade, condition, description, provenance, value, legality, or fitness of any Item, all of which are the responsibility of the Seller and, as applicable, the TPG.
As a Buyer, you must, without limitation: (a) pay the full Purchase Price and all other amounts due, when due, under Section 9 (Payment); (b) honor every Bid and purchase as a binding and irrevocable commitment under Section 8 (Conditions of Sale and Bidding); (c) provide a current, accurate, and lawful United States delivery address, and bear all Delivery Charges and other charges related to an Item you purchase; and (d) satisfy the Bidder Representations in Section 8.3 each time you Bid or purchase.
You must respond to any inquiry from Numa Pit or the applicable Seller concerning your Bid or purchase within a reasonable time, not to exceed three (3) days.
If you receive an Item that is incorrect or materially does not conform to its Listing, you should contact the applicable Seller. Any return, refund, or replacement is handled by the Seller under Section 12 (Returns and Cancellations) and Section 13 (Authenticity, Grading, and Condition), and Numa Pit may, in its sole discretion, require you to return the Item to the Seller as a condition of any remedy. NUMA PIT DOES NOT ACCEPT RETURNED ITEMS, DOES NOT PROCESS RETURNS, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY ITEM SHIPPED OR RETURNED TO NUMA PIT, OR FOR ANY LOSS OF OR DAMAGE TO ANY SUCH ITEM. ANY RETURN, REFUND, OR REPLACEMENT IS HANDLED SOLELY BY THE SELLER.
If you violate this Agreement, Numa Pit may, in its sole discretion and in addition to the Seller’s remedies under Section 9.6 (Late Payment and Default) and Numa Pit’s other rights, impose consequences on you, including suspending, limiting, or terminating your account; cancelling your open Bids and pending purchases; removing any Items you have listed (if you also act as a Seller); and barring you from future Auctions or sales.
To sell Items, you must apply to become a Seller as instructed through the Services and provide the information Numa Pit requests (which may include your legal entity name, email address, business and physical address, telephone number, representative identification, incorporation documents, payout details, and other identifying and business information), all of which must be current, complete, and accurate. Numa Pit may approve or reject any Seller application, and may impose Seller eligibility and verification requirements, in its sole discretion.
Sellers are required to pay Numa Pit the fees and charges set out in the then-current Seller fee schedule (the “Seller Fee Schedule”), which is incorporated into this Agreement by reference, for each sale and as otherwise stated. Sellers must provide and maintain a valid Payment Method with Numa Pit for this purpose, and you authorize Numa Pit and its payment processors to charge that Payment Method for all fees and charges due under the Seller Fee Schedule and this Agreement. Numa Pit’s fees are consideration for Numa Pit’s marketplace and technology services. Each Payment Services Provider a Seller engages is subject to Numa Pit’s approval, which Numa Pit may grant or withhold in its sole discretion.
You grant Numa Pit the right to list, display, promote, and facilitate the sale of your Items through the Services. While an Item is listed for sale, or scheduled to be listed, through the Services, you represent and warrant that the Item is in your possession, and you will not offer, list, or sell that Item through any other platform, marketplace, or channel while the Auction is live.
As a Seller, all information you provide regarding an Item (including its description, images, condition, authenticity, grade, quantity, characteristics, and history) must be true, complete, and accurate, and each Item must match exactly the images and description displayed for it. You must review each of your Item listings for accuracy promptly after it is posted. You represent, warrant, and covenant, with respect to each Item you list or sell, that: (a) you have good title to the Item and full right, power, and authority to sell it and to grant Numa Pit the rights in these Seller Terms; (b) the Item is authentic and not counterfeit, altered, or misrepresented, and is not a prohibited Item under any Numa Pit policy or applicable Law; (c) your listing and sale of the Item, and the Item itself, do not and will not violate any Law or infringe or misappropriate any third party’s rights; and (d) the sale is not a “fake” or “sham” transaction and will not enable you, the Buyer, or any other person to violate any Law.
You are solely responsible for, and shall perform and bear the full cost of, and comply with all Laws applicable to, every aspect of your Items and their sale and fulfillment, in each case as the responsible party and not merely as a matter of notice to Buyers, including: (a) issuing to the Buyer any required invoice, receipt, or record of sale; (b) all authenticity obligations, including providing the written certificate of authenticity and express warranty required by applicable Law (including California Civil Code § 1739.7) for autographed Items, which materials must comply with applicable Law; (c) all customs and import obligations, including the accuracy of all customs declarations (value, classification, and country of origin), country-of-origin marking, and acting as the importer of record and completing any required customs registration, bonds, broker, and agent arrangements; (d) determining, collecting, reporting, and remitting all Taxes for which you are the responsible party, and cooperating with Numa Pit’s collection and remittance of any Tax that Numa Pit is required to collect as a marketplace facilitator; (e) packing, insuring, and shipping each Item directly to the Buyer in compliance with the applicable carriers’ terms; (f) handling and bearing the cost of all returns, refunds, replacements, and post-sale claims in accordance with a clearly and conspicuously stated return policy, without engaging in any fraudulent, false, misleading, or abusive returns or refund handling, and shipping each purchased Item, or issuing any required refund, within the times required by applicable Law (including the FTC Mail Order Rule); (g) any applicable disclosure obligations, whether to Numa Pit, to Buyers, or otherwise; and (h) not listing counterfeit, prohibited, or infringing Items. You acknowledge and agree that Numa Pit is not a party to any Sale Contract, does not take title to, possession of, or custody of any Item or any sale proceeds, and is not responsible or liable for your performance or non-performance of any of the foregoing.
You must fulfill every successful sale and ship the Item within the time required by the applicable Terms of Purchase and Numa Pit’s policies. If you cancel or fail to fulfill a sale for any reason other than a Buyer-initiated cancellation properly submitted through the Services or a reason Numa Pit expressly permits, Numa Pit may assess a cancellation charge equal to the full amount of any fees or charges that would have been due from Seller to Numa Pit on the completed sale, which the parties agree is a reasonable measure of liquidated damages for failure to fulfill and not a fee for services, and which Numa Pit may charge to your Payment Method on file with Numa Pit.
As the Seller and merchant of record, you may refuse to accept payment for a sale if, in your reasonable discretion, you have concerns about the accuracy of any Bidder Representation, the payment comes from a source other than the registered Winning Bidder identified as the purchaser of record, or you believe that accepting the payment would be unlawful or may subject you or Numa Pit to liability.
Numa Pit may, in its sole discretion and for any reason or no reason, and without notice: reject, refuse, or remove any Item or Listing; revise, supplement, or correct product data associated with any Item; refuse, condition, limit, suspend, or terminate your Seller account or access to the Services; and remove, demote, delay, or decline to display any Listing. Approval of an Item or Seller does not limit Numa Pit’s rights under this Section.
Numa Pit does not collect payments from Buyers through the Services. Rather, Numa Pit generates and sends the Buyer an invoice, and the Buyer pays the Seller directly using the Seller’s designated payment method. You will not solicit or accept payment from a Buyer, or complete or facilitate a transaction, in any manner intended to circumvent your fee or other obligations to Numa Pit, and you will promptly notify Numa Pit if you receive any offer or solicitation to do so.
Numa Pit does not guarantee that any Item will sell, or the sale price, ranking, placement, or timing of any sale, and any statement to that effect is an estimate only on which you should not rely. Numa Pit is not required to take steps to maximize any Item’s sale price.
If you, as a Seller, violate this Agreement, Numa Pit may, in its sole discretion and without limiting its other rights and remedies: remove any or all of your Items and Listings; cancel any or all of your pending sales; suspend or terminate your Seller account; charge you, through your Payment Method on file with Numa Pit, for any costs, expenses, and fees Numa Pit incurs as a result of your act or omission (including the cost of any refund, reimbursement, chargeback, or reversal and the costs of collection); and refer any unpaid amount to collections. You authorize Numa Pit to take these actions.
As a Seller, You shall indemnify and hold us and the other Numa Pit Entities harmless, and at our election defend us and the other Numa Pit Entities, from and against all actual and threatened Claims arising from or related to: (a) your Items, Listings, and sales; (b) any Item’s authenticity, condition, grade, description, title, or legality; (c) the packing, shipping, delivery, importation, customs treatment, or marking of any Item; (d) any Tax, duty, or fee relating to sales of your Items; and (e) your provision or failure to provide any required invoice, receipt, or certificate of authenticity. This indemnity is in addition to, and does not limit, the general indemnification obligations in Section 19 (Indemnification).
This Agreement is effective until terminated. Numa Pit may, in its sole discretion, terminate this Agreement or restrict, suspend, or terminate your access to or use of the Services, in each case, in whole or in part and at any time and for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease. You agree that any expiration or termination of this Agreement or restriction, suspension, or termination of your access to or use of the Services may be effected without prior notice, and that Numa Pit may immediately deactivate or delete your password and username, and any or all related information and files associated with it, or bar any further access to such information or files. You agree that Numa Pit will not be responsible or liable to you or any third party for any termination of this Agreement or restriction, suspension, or termination of your access to the Services or to any such information or files, and that Numa Pit will not be required to make such information or files available to you thereafter. You acknowledge that we are under no obligation to disclose to you the details of our decision to restrict, suspend, or terminate your access to the Services. Expiration or termination of this Agreement will not affect the accrued rights and obligations of the parties or those representations, warranties, or other obligations that by their nature survive expiration or termination, including Sections 5, 13, 15.12, 18, 19, 20, 21, 22, and 25. If Numa Pit restricts, suspends, or terminates your access to the Services, you agree that you will not attempt to access or use the Services under any name, real or assumed, or through any other account, and that any such attempt will constitute a breach of this Agreement. If you violate this restriction, you will indemnify us and the Numa Pit Entities for any Claims arising from or incurred in connection with your renewed access or use.
You represent, warrant, and covenant that: (a) you have the right, power, and authority to enter into and perform this Agreement and to fulfill your obligations hereunder; (b) you will comply with all Laws with respect to your use of and interaction with the Services; (c) Your Materials are true, accurate, and complete, and you will maintain their accuracy and completeness and promptly update them if they change; (d) Your Materials, and their provision to, storage on, and transmission (including to other users of the Services) through the Services, do not violate any Laws or third-party rights; (e) you are not a competitor of Numa Pit, and you are not accessing the Services for purposes of competitive analysis, monitoring, benchmarking, or developing a competing product or service; and (f) you have not been previously suspended or removed from the Services or any of Numa Pit’s other products or services, or otherwise prohibited from accessing the Services.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. WE PROVIDE THE SERVICES TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICES AND ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY SERVICE CONTENT. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICES AND SERVICE CONTENT TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. WE FURTHER DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVICE CONTENT WILL BE UPDATED, ACCURATE, COMPLETE, SECURE, TIMELY, OR ERROR-FREE, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR THOSE OF ANY OTHER PERSON. THE SERVICES AND SERVICE CONTENT ARE PROVIDED “WITH ALL FAULTS.” WE CANNOT AND DO NOT GUARANTEE THAT ANY CONTENT OF, OR ITEMS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH, THE SERVICES WILL BE FREE FROM VIRUSES (DEFINED BELOW); IT IS YOUR RESPONSIBILITY TO IMPLEMENT APPROPRIATE SECURITY SAFEGUARDS, INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS, TO SATISFY YOUR PARTICULAR REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF YOUR USE OF THE SERVICES.
While we try to maintain the integrity and security of the Services and the servers from which they are operated, we do not and cannot guarantee that the Services will be or remain secure, complete or correct, or that access to the Services will be uninterrupted. The Services and Service Content may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any unauthorized third-party alteration to the Services, please contact us at support@numapit.co with a description of the materials at issue and the URL(s) or location(s) on the Services where such materials appear.
WITHOUT LIMITING THE FOREGOING, WE DO NOT SELL ANY ITEM, AND WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO ANY ITEM OFFERED, LISTED, OR SOLD THROUGH THE SERVICES, INCLUDING AS TO ITS AUTHENTICITY, GENUINENESS, GRADE, CONDITION, DESCRIPTION, PROVENANCE, TITLE, QUALITY, VALUE, LEGALITY, OR FITNESS. ALL ITEMS ARE SOLD BY THE APPLICABLE SELLER, AND ALL REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS CONCERNING AN ITEM, IF ANY, ARE THOSE OF THE SELLER AND, AS APPLICABLE, THE THIRD-PARTY GRADING OR AUTHENTICATION COMPANY, AND NOT OF NUMA PIT OR ANY OTHER NUMA PIT ENTITY.
You shall indemnify and hold us and the other Numa Pit Entities harmless, and at our election defend us and the other Numa Pit Entities, from and against all actual and threatened third-party claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) (collectively, “Claims”) arising from or related to: (a) your access to or use of, or your activities in connection with, the Services and Service Content; (b) Your Materials and the use thereof; (c) the infringement, misappropriation, or violation of the intellectual property or other rights of any third party by you, Your Materials, or any use thereof; (d) your violation, or alleged violation, of this Agreement, any Law, or any agreement with any third party (including another user of the Services); (e) a dispute between you and any third party (including another user of the Services); (f) any actual or alleged fraud, intentional misconduct, gross negligence, or criminal act committed by you or your designees in connection with your use of the Services; (g) any Sale Contract, sale, purchase, or other transaction to which you are a party, and your bidding on, purchase, sale, payment for, delivery, importation, or use of any Item; (h) any chargeback, reversal, refund, return, cancellation, or other payment or transaction dispute arising from or relating to any such transaction; or (i) any Tax, duty, customs charge, or other fee relating to any such transaction. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES, INCLUDING DISPUTES, AND WE WILL HAVE NO LIABILITY OR RESPONSIBILITY WITH RESPECT THERETO. We reserve the right, at your expense, to assume the exclusive defense and control of any Claim for which you are required to provide indemnification hereunder, and you agree to cooperate, at your expense, with our defense and settlement of such Claims. You shall not settle any Claim, or make any admission of liability or other public statement, without Numa Pit’s prior written consent. We will use reasonable efforts to notify you of any such Claim of which we become aware. Your indemnification obligations under this Agreement are uncapped and not subject to any limitation of liability set forth in Section 20 or otherwise in this Agreement.
NEITHER NUMA PIT NOR ANY OTHER NUMA PIT ENTITY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF YOUR MATERIALS, UNAUTHORIZED INTERCEPTION OF YOUR MATERIALS BY THIRD PARTIES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, NEITHER NUMA PIT NOR ANY OTHER NUMA PIT ENTITY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY SERVICE CONTENT OR THIRD-PARTY CONTENT THAT APPEARS ON THE SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO NUMA PIT, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (OR, IF FEWER THAN TWELVE (12) MONTHS HAVE ELAPSED SINCE YOU FIRST USED THE SERVICES, THE AMOUNT YOU WOULD HAVE PAID IN THE FIRST TWELVE (12) MONTHS, ANNUALIZED BASED ON AMOUNTS PAID TO DATE), AND (B) ONE HUNDRED U.S. DOLLARS (USD $100). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
It is possible that applicable Law may not allow for limitations on certain implied warranties or exclusions or limitations of certain damages; solely to the extent that such Laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
To the fullest extent permitted by law, you irrevocably and unconditionally release, acquit, and discharge us and our successors and assigns from any and all past, present, and future claims, demands, damages, fees, costs, rights, and causes of action, known or unknown, suspected or unsuspected, disclosed or undisclosed, existing or contingent, direct or derivative, that have existed or may have existed, or that do exist, arising out of or related to: (a) acts or omissions of third parties, including disputes between users of the Services, or (b) other matters for which you have agreed that we are not responsible or liable. In particular, you knowingly and voluntarily waive all rights and benefits that you may have as a result of Section 1542 of the California Civil Code, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
This Agreement is governed by and shall be construed in accordance with the Laws of the State of California, USA without regard to (a) any conflicts of law principles that would result in the application of the Laws of another jurisdiction or (b) the United Nations Convention on Contracts for the International Sale of Goods (the application of which is hereby expressly excluded).
Any dispute, controversy, or claim arising out of or relating to this Agreement whether under contract, tort, statute, or any other legal theory, or the breach, termination, or invalidity of this Agreement, shall be finally settled by binding arbitration (“Arbitration”) administered by the American Arbitration Association and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in force before one or more arbitrators appointed in accordance with such rules. The place of arbitration shall be New York County, New York. The Arbitration proceedings shall be confidential and in English. The award rendered by the arbitrator(s) shall be final and binding on all parties. Judgment on the award may be entered in any court of competent jurisdiction. Any Arbitration brought in connection with this Agreement will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No Arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. To the extent allowed under applicable Law, you and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us, including any right to class arbitration or any consolidation of individual arbitrations.
Any arbitration must be noticed within one year after the applicable claim accrued. Otherwise, the claim will be permanently barred, which means that the aggrieved party (whether you or us) will not have the right to assert the claim.
We may use AI technologies, such as generative AI and machine learning (“AI Technologies”), to improve the quality and efficiency of our products and services (for example, by enabling you to interact with the Services to obtain customer support). AI Technologies are frontier technologies that are still improving in accuracy, reliability, and safety. When you use the Services, you acknowledge and agree that: (a) responses generated by the Services (“Outputs”) may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity; (b) the operation of AI Technologies may not be error free or operate as intended; (c) you should not rely on any Outputs without independently confirming their accuracy; and (d) the Services and Outputs may not reflect correct, current, or complete information.
Numa Pit may communicate and transact with you electronically, and may provide you with notices by posting them to the Services or Apps, by email, or by postal mail or courier, in our discretion. Numa Pit may also provide notices of changes to this Agreement or other matters by displaying such notices on or by providing links to such notices in the Services or Apps. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Numa Pit will not be responsible for failures to fulfill any obligations due to causes beyond our control. You hereby consent to receive electronic communications from us (in lieu of any hard-copy communications), and you agree that this Agreement and all agreements, notices, disclosures, and other communications we provide to you electronically, whether by email or messaging or through the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR THROUGH THE SERVICES. You hereby waive any rights or requirements under Laws that require an original signature or delivery or retention of non-electronic records, or that require payments or the granting of credits by any means other than electronic means.
By providing your phone number(s) to us, you give us permission to contact you via voice call or via text message (SMS), by using an autodialing system and/or by using prerecorded voice. You do not need to agree to receive these calls or texts in order to receive our products or services. You may opt out of receiving autodialed or prerecorded calls or texts. Should you provide a phone number for which you are not the subscriber, you understand and agree that you will indemnify us for any and all Claims incurred as a result of trying to contact you at that number.
This Agreement, including the Privacy Policy, the Rules of Conduct, and any Supplemental Terms, constitutes the entire agreement between you and us relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. “Including,” “includes,” and their correlatives mean “including without limitation.”
If the application of any provision of this Agreement to any particular facts or circumstances is for any reason held to be invalid, illegal, or unenforceable by a court, arbitration panel, or other tribunal of competent jurisdiction, then: (b) the validity, legality, and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby; and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties.
This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. Except as otherwise expressly provided in this Agreement, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement, by operation of law (including in connection with a merger, acquisition, or change of control) or otherwise, without our express prior written consent. Numa Pit may assign, transfer, or sublicense any or all of its rights or obligations under this Agreement, including by operation of law, without restriction. Any attempt to assign this Agreement except as permitted under this section will be null and void ab initio. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
No waiver by any party of any breach or default of this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.
You agree that a breach of this Agreement will cause us irreparable injury for which monetary damages would not be an adequate remedy and we will be entitled to equitable relief in addition to any remedies we may have at law without the requirement of posting a bond, other security, or proof of damages.
You agree that our rights and remedies under this Agreement are cumulative and in addition to (and not in lieu of) any other rights and remedies available to us at law or in equity. Our exercise of any remedy, including termination or suspension, will be without prejudice to any other remedy of Numa Pit under this Agreement or otherwise.
Without limitation, we will not be liable hereunder by reason of any failure or delay in performing our obligations or making the Services or Service Content available due to events beyond our reasonable control, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial-of-service attacks, internet outages, telecommunications failures, third-party service-provider failures, equipment, resource, material, or labor shortages, and judicial or government action.
Parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on web sites such as GetNetWise and OnGuard Online. We do not endorse any of the products or services listed at such sites.
Any products or services available through the Services and any related documentation are, respectively, “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are defined and used in 48 C.F.R. §2.101, 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, licensed subject to the limitations of 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.
Under California Civil Code § 1789.3, California users are entitled to the following notice: If you have a complaint regarding the Services, please contact us by emailing support@numapit.co, or writing us at NiftyKit, 1455 Frazee Rd. Ste. 500, San Diego, CA 92108. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
If you have any questions regarding the Services or the meaning or application of this Agreement, please direct them to support@numapit.co. Note that email communications will not necessarily be secure; accordingly, you should not include credit card, debit card, or payment information or other sensitive information in your email correspondence with us.
You shall not export or re-export, directly or indirectly, the Services or any portion thereof to any country for which any relevant jurisdiction requires any export license or other approval at the time of export without first obtaining such license or approval. Without limitation, the Services may not be exported or re-exported: (a) into any U.S.-embargoed country or any country that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You are responsible for and hereby agree to comply, at your sole expense, with all applicable export Laws in connection with your use of and interaction with the Services.
You acknowledge that this Agreement, any communications between us and you, and the Services and Service Content are not intended to provide and should not be construed as providing any legal, financial, or other professional advice or guidance and do not guarantee compliance with Laws.
The Service Content may contain typographical errors, inaccuracies, or omissions, including regarding descriptions and availability of products, services, and resources. We reserve the right to correct the foregoing and to change or update information on or available through the Services at any time, without prior notice and without liability.
This Site and its contents ©2026 NiftyKit, Inc. All rights reserved by NiftyKit, Inc.
While using the Services, you will comply with all Laws and your contractual obligations to third parties. In addition, we expect users of the Services to respect the rights and dignity of others. Your use of the Services is conditioned on your compliance with the following rules of conduct, and your failure to comply with such rules may result in suspension or termination of your access to the Services or termination of this Agreement. Note that the list below is illustrative and not complete or exclusive; Numa Pit may take action against any other conduct that Numa Pit determines is unlawful, inappropriate, disruptive, objectionable, or contrary to the purposes of the Services.
You will not: