By electing to consign your Item(s) with Collectors Universe, Inc., through its division Professional Sports Authenticator, which operates the PSA Vault ("PSA"), to have PSA sell them to a Buyer, you affirmatively acknowledge and agree to the terms of this binding legal Agreement (each such capitalized term, as defined below). This Agreement governs all matters in connection with the sale of your Item(s) to PSA. PSA reserves the right to update and make changes to this Agreement at any time by updating this page or providing notice to you electronically or as otherwise permitted under applicable law. PSA may also update and make changes to the terms applicable to this Agreement as further set forth herein. Updates and changes take effect when PSA posts them. PSA may also ask you to acknowledge your acceptance of this Agreement through an electronic click-through. It is your responsibility to periodically visit this page and review this Agreement for updates.
THE CU USER AGREEMENT (AS DEFINED BELOW) CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION (AVAILABLE HERE) THAT GOVERNS HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. READ THE TERMS CAREFULLY BECAUSE THEY CONTAIN: (I) LIMITATIONS OF LIABILITY AND DISCLAIMERS REGARDING RISK OF LOSS AND DAMAGES; AND (II) A PROVISION REQUIRING ARBITRATION OF DISPUTES BETWEEN US, INSTEAD OF CLASS ACTIONS OR JURY TRIALS.
1. Definitions.
a. "Account" means the account with PSA listed in your name.
b. "Affiliates" means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity. For the purposes of this definition, an entity shall be deemed to "control" another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors, managing members, or other governing body of the other entity.
c. "Agreement" means this PSA Offers Consignment Agreement and any exhibits, schedules, or attachments hereto or other documents or terms incorporated by reference or into which this Agreement is incorporated by reference, including, without limitation, the CU User Agreement and PSA Vault Terms, each of which are incorporated by reference herein and the terms of which you expressly acknowledge and agree to.
d. "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, New York, United States.
e. "Buyer" means an undisclosed client of PSA that is purchasing the Item pursuant to a separate transaction with PSA.
f. "Collusive Activity" means any coordinated, concerted, or cooperative conduct between You and one or more third parties intended to, or having the effect of, artificially inflating or manipulating the market price, comparable sales data, or valuation metrics for any Item, including, without limitation, wash trading, shill bidding, or the creation of fictitious or non-arm's-length transactions on any marketplace or platform.
g. "CU User Agreement" means the User Agreement with Collectors Holdings Inc. that governs your Account and use of Services provided by Collectors Entities (as defined therein) available at https://www.collectors.com/useragreement.
h. "Display Price" means, on an Item by Item basis, the price that is displayed as the "PSA Offer" or other similar statement on the Website.
i. "Fraud Event" means (a) any Collusive Activity; (b) any material misrepresentation made by You in connection with this Agreement or the PSA Offer Program; (c) any scheme, artifice, or pattern of conduct intended to obtain Offer proceeds to which You are not legitimately entitled; or (d) PSA's reasonable determination, based on available data and investigation, that any of the foregoing has occurred.
j. "Item(s)" means, collectively, the property, memorabilia, or collectibles listed in your Account that you have designated to be sold through PSA through the PSA Offer Program (as defined below).
k. "Net Sale Proceeds" means, on an Item by Item basis, the Display Price, less (i) any amounts payable to PSA pursuant to the Rate Card, (ii) taxes and other fees, and (iii) any other amounts, if any, you owe to PSA or any of PSA's Affiliates, which other deducted amounts under sub-clause (iv) may include, without limitation, fees associated with your Account or otherwise owed by you to PSA under this Agreement, in connection with other PSA services rendered but not yet paid for, or any other amounts or loan balances owed by you to PSA or any of PSA's Affiliates.
l. "Payment Instructions" means valid payment and/or bank account instructions and other information required by PSA to complete payment and/or verify your identity (which may include Social Security Number (SSN) or Individual Tax Identification Number (ITIN)), in each case, which are provided by you or your authorized representatives in writing to PSA from time to time.
m. "PSA Vault Terms" means the PSA Vault Terms of Service with PSA that governs the Vault Services (as defined therein) provided by CU (as defined therein) available at https://www.collectors.com/vault-terms.
n. "Purchase Price" means the total amount for which the Item is sold to a Buyer.
o. "Settlement Date" means, on an Item by Item basis, the later to occur of the date upon which you (i) Agree to Sell (as defined in the Agreement) and (ii) have valid Payment Instructions in PSA's systems, in PSA's sole discretion.
p. "Vault" means the PSA Vault in Delaware.
q. "Website" means psacard.com, and/or any subdomains, subdirectories, or any content located after a backslash ("/"), including but not limited to, pages within the same psacard.com domain.
r. "You" means the individual or entity agreeing to the terms of this Agreement.
2. Consignment. You hereby consign the Item(s) with PSA and grant PSA the exclusive right to sell the Item(s) to a Buyer as part of the PSA Offer program on the Website (the "PSA Offer Program"), subject to the terms and conditions set forth below.
3. Sale of Item; Sale Price. By clicking "Accept Offer" on the Website for an Item and receiving or otherwise viewing a form of confirmation from PSA that such sale has been completed (such action, "Consigning"), you hereby relinquish all rights in and to the Item and assign and transfer all rights in and to such Item to the Buyer. Upon Consigning, you acknowledge that (a) you will only be entitled to the Net Sale Proceeds, which may be lower than the Display Price, (b) PSA is authorized to sell the Item(s) to a Buyer for a Purchase Price, in PSA's sole discretion, and (c) that such Purchase Price may be greater than the Display Price or Net Sale Proceeds.
4. Payments.
a. The amount you are eligible to receive from PSA upon Consigning an Item shall be the Net Sale Proceeds.
b. Within three (3) Business Days after the Settlement Date(s) and subject to PSA's reasonable determination that paying you would not violate its internal payment policies or applicable law, the Net Sale Proceeds will be sent to your payment account on file in accordance with the Payment Instructions. If you owe PSA or PSA's Affiliates any amount at the time payment would otherwise be initiated to you, you agree that PSA may offset and deduct such amount from the Net Sale Proceeds, or, if such owed amount exceeds Net Sale Proceeds, you may not be entitled to a payout of any Net Sale Proceeds. The timelines for payment set forth herein shall be subject to you providing all information required for your Account and your compliance with this Agreement and any applicable internal payment policies of PSA and applicable law, which may be communicated to you from time to time, and you acknowledge that there may be delays in processing a payout from your account on file with any payment processors and your ultimate bank account. Notwithstanding anything to the contrary in this Section 4 and without limiting the CU User Agreement, PSA may, in its sole discretion, delay, withhold, suspend, or cancel any payment of Net Sale Proceeds (in whole or in part) if PSA reasonably suspects a Fraud Event has occurred. Any such withheld amounts may be held by PSA pending the completion of PSA's investigation, which PSA shall conduct in a commercially reasonable timeframe. If PSA determines that a Fraud Event has occurred, PSA shall have no obligation to pay any withheld Net Sale Proceeds and may apply such amounts as a setoff against any Losses incurred by PSA. As used herein, "Losses" means all claims, costs, losses, damages, fees, fines, penalties, liabilities, and expenses (including reasonable attorneys' fees and costs of investigation).
c. You authorize PSA to make a payment to you pursuant to the Payment Instructions and PSA shall have no liability to you for any loss, claim, or damage you sustain as a result of PSA's reliance upon such Payment Instructions regardless of whether such Payment Instructions resulted from any unauthorized or fraudulent activity by a third party.
d. PSA is authorized to charge you the full amount of any fees PSA is charged by any third party by relying on the Payment Instructions, including, without limitation, bank refund fees.
e. If you do not provide valid Payment Instructions in a timely manner, in PSA's reasonable discretion, PSA may refund the buyer of the applicable Item or otherwise process the funds that are otherwise available to you in accordance with PSA's policies or applicable law, including abandoned property laws, such as by escheating funds to a governmental body after the passage of an applicable period of time. Any Net Sale Proceeds payable to you by PSA but not yet paid to you, if required under applicable law, will be escheated to an applicable government body (collectively, "Unpaid Funds"), and title thereto shall not transfer to PSA or its Affiliates. All interests in any such Unpaid Funds are not subject to claims of PSA's creditors or its Affiliates' creditors. For the avoidance of doubt, if you are not physically located in a supported country or jurisdiction, as determined by PSA in its sole discretion, Payment Instructions that are otherwise complete will not be considered "valid" for the purposes of this Agreement and you will not be eligible to receive a payment hereunder.
5. Representations and Warranties.
a. You represent and warrant to PSA, PSA's Affiliates, and any Buyer that:
i. If this Agreement is entered into by or on behalf of any entity, that you are a corporation or company duly organized, validly existing, and in good standing in the jurisdictions where such qualification is required and have full power and authority to execute, deliver, and perform your obligations under this Agreement;
ii. You have the right to consign the Item(s) for sale and sell the Item(s), there are no contractual or other legal obligations affecting your rights to enter into this Agreement or to consign the Item(s) for sale, and you will not, directly or indirectly, purport to revoke this Agreement or otherwise interfere with or impede the sale of the Item(s);
iii. This Agreement has been duly authorized and delivered by you and constitutes your legally binding obligation, the execution of this Agreement by you does not conflict with any other agreement to which you are party or which you are aware, if you are a natural person, that you are age 18 or older at the time of Consigning, and the Items are not subject to any agreements among third parties regarding the ownership thereof or rights to proceeds in connection therewith;
iv. The Item(s) is now, and through and including its sale will be kept, free and clear of all liens, claims (including ownership or inheritance claims), and encumbrances of others, including, but not limited to, claims of governments or governmental agencies;
v. Good title to and right to possession of the Item(s) will pass to the Buyer free of all liens, claims (including ownership or inheritance claims) and encumbrances of any kind;
vi. Any Payment Instructions you provide in connection with this Agreement will include your physical address, made in your name or to an account controlled by you in your name;
vii. You have provided PSA with all information you have (after reasonable inquiry) concerning the provenance, condition (including any known alterations), authenticity, and restoration of the Item(s);
viii. You do not know and have no reason to suspect that the Item(s) is not authentic, is misattributed, infringes or violates any intellectual property, publicity or privacy rights of any third party, has been altered in any way, is altered, or is counterfeit and you have provided PSA with copies of all certificates of authenticity or similar certifications for the Item(s) reasonably available to you, to the extent applicable;
ix. there are no pending or threatened legal proceedings that, directly or indirectly, concern the Item(s) or you;
x. Where the Item(s) has been imported into the United States, the Item(s) has been lawfully imported into the United States and has been lawfully and permanently exported as required by the laws of any country (including any laws or regulations applicable in the European Union) in which it was located;
xi. You are a legal resident of the country or jurisdiction that you selected on the Website when you agreed to the terms of this Agreement;
xii. Required declarations upon the export and import of the Item(s) have been properly made and any duties, tariffs and taxes on the export and import of the Item(s) have been paid;
xiii. Except for any sales tax that PSA is required to collect, you have paid or will pay any and all taxes and/or duties that may be due on the Net Sale Proceeds of the Item(s) and you have notified PSA in writing of any and all taxes and/or duties that are payable by PSA on your behalf in any country other than the United States;
xiv. You do not know, and have no reason to suspect, that the Item(s) is connected with any crime, terrorist activities, or the proceeds thereof (including proceeds from tax evasion) or results from a tax fraud;
xv. There are no restrictions on PSA's right to reproduce photographs of the Item(s);
xvi. You have not engaged in, and will not engage in, any Collusive Activity in connection with any Item or the PSA Offer Program;
xvii. The comparable sales data, market pricing, and valuation information upon which any Display Price for Your Item(s) is based has not been artificially inflated, manipulated, or distorted by You or, to Your knowledge, by any third party acting in coordination with You or at Your direction;
xviii. You are acting solely on Your own behalf and not as part of any group, syndicate, or coordinated effort to obtain PSA Offer proceeds through inflated or manipulated valuations; and
xix. You have not opened, and will not open, multiple Accounts to circumvent any restriction, suspension, or termination imposed by PSA under this Agreement or any other agreement with PSA or its Affiliates;
b. Your representations and warranties will survive completion of the transactions contemplated by this Agreement in perpetuity.
6. Indemnification; Account Suspension and Other Remedies.
a. Without limiting the terms of the CU User Agreement and PSA Vault Terms, you agree to indemnify, hold harmless, and defend PSA, PSA's Affiliates, PSA's and PSA's Affiliates' directors, officers, and employees and each Buyer for all claims, costs, losses, damages, fees, fines, penalties and other liabilities brought against any of the foregoing by any third party arising out of or relating to (i) your breach of this Agreement, including, without limitation, any breach of the representations and warranties in Section 5; (ii) any violation of any law or regulation or the rights of any third party; or (iii) your negligence, willful misconduct, or fraud. In such cases, PSA will have the right to select its own counsel and to control the defense or settlement of any claim. This indemnification Section expressly survives the completion of the transactions contemplated by this Agreement in perpetuity. Without limiting the foregoing or anything in the CU User Agreement, in the event of a Fraud Event, You shall be liable to PSA for all Losses, which shall include, without limitation: (x) the full amount of any Net Sale Proceeds paid to You in connection with the Fraud Event; (y) any additional costs, losses, or damages incurred by PSA as a result of the Fraud Event, including investigation costs, forensic analysis fees, legal fees, and marketplace fees or penalties; and (z) a fraud recovery surcharge equal to 25% of the Net Sale Proceeds paid in connection with the Fraud Event, which You acknowledge and agree is a reasonable estimate of PSA's administrative and operational costs associated with fraud detection, investigation, and remediation and not a penalty.
b. PSA may, in its sole discretion and without prior notice, suspend or terminate Your access to the PSA Offer Program, freeze Your Account, and/or decline to process any pending or future Consignment transactions if PSA reasonably suspects a Fraud Event or any breach of this Agreement. Upon any suspension or termination under this Section 6(b), PSA may, in addition to any other remedies available under this Agreement or at law: (i) withhold any unpaid Net Sale Proceeds; (ii) offset any amounts owed to You against Losses incurred by PSA; (iii) report the Fraud Event to applicable law enforcement authorities; and (iv) permanently ban You and any associated Accounts from participation in the PSA Offer Program. For purposes of this Section 6(b), "associated Accounts" means any Account that PSA reasonably determines, based on shared personal information, payment credentials, IP addresses, device identifiers, mailing addresses, or other data, is connected to or controlled by You or any person acting in coordination with You. The remedies set forth in this Section 6(b) are cumulative and in addition to any other rights or remedies available to PSA under this Agreement, the CU User Agreement, the PSA Vault Terms, or applicable law.
7. Fees and Surcharges.
a. Wire fee: If you elect to be paid via wire, you will be assessed a wire fee in the amount of $20 USD for U.S. wires and $30 USD for wires outside the U.S.
b. Foreign Transaction Fees: You may be assessed an additional surcharge for payments made to accounts or addresses located outside the U.S. to the extent required by the applicable payment processor.
8. Legal Status.
a. If you are acting as an agent for someone who is not signing this Agreement, you will notify PSA in writing that you are doing so and comply with applicable law and regulations as PSA believe in PSA's sole discretion are required. You and your principal jointly and severally assume your obligations and liabilities in this Agreement to the same extent as if you were acting as the principal.
b. You agree to provide PSA, from time to time and upon PSA's request, verification of identity and other information that PSA believe in PSA's sole discretion is reasonably required by applicable law or regulation or which PSA or PSA's Affiliates otherwise may require pursuant to PSA's policies and procedures.
9. Vault Authorization. Upon completion of the sale thereof, for any Item(s) sold via the PSA Offer Program, you authorize PSA or its agents or Affiliates to release or ship your Item(s) to the applicable Buyer or otherwise transfer ownership in PSA's systems and records from you to the Buyer. Without limiting any of PSA's rights under this Agreement, if PSA reasonably determines that an Item's PSA label is incorrect in any way at any point following the effectiveness of this Agreement, you further authorize PSA to make any necessary updates to the Item's label, without additional cost to you.
10. Privacy. You acknowledge and agree that PSA may record any information that you supply to PSA or that PSA obtains about you in PSA's data systems. Your personal information will be maintained in accordance with the Collectors Privacy Policy. You hereby acknowledge receipt of the Collectors Privacy Policy, which is available at collectors.com/privacy and may be updated from time to time. From time to time, PSA may send you information about PSA's sales and other activities.
11. No Legal, Financial or Tax Advice. This Agreement is an important legal document. You acknowledge that you have had the opportunity to consult an attorney of your choosing before agreeing to it, and have agreed to the terms of this Agreement after having had the opportunity to consult with an attorney of your own choosing. Notwithstanding any references to any transactions or arrangements in this Agreement, or any contemporaneous written, oral, or implied understandings of the parties relating to the subject matter of this Agreement, PSA has not provided legal, financial or tax advice or tax planning to you or for your benefit in connection with the transactions contemplated by this Agreement, and no one employed or engaged by PSA has acted as your attorney, financial advisor or tax advisor. You have carefully read this Agreement in its entirety, understand all of its terms, and knowingly and voluntarily agree to all of them.
12. Governing Law; Dispute Resolution Process.
You and PSA agree to final and binding arbitration of all Claims (as defined in the in Section 17 of the CU User Agreement (the "Arbitration Agreement")) before the American Arbitration Association pursuant to the written Arbitration Agreement. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS BETWEEN YOU AND PSA WILL BE RESOLVED.
13. Disclaimer of Warranties.
WITHOUT LIMITING THE TERMS OF THE CU USER AGREEMENT AND PSA VAULT TERMS, WITH RESPECT TO PSA'S SERVICES UNDER THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED. ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, HEREBY ARE DISCLAIMED AND EXCLUDED. Personnel and employees of PSA and its Affiliates are not authorized to make any statement, representations, or warranties contrary to this Agreement and any additional statement, including without limitation, statements made by any of PSA or its Affiliates' personnel or employees or those made in any advertising or presentation materials (oral or written) do not constitute representations and warranties by PSA and its Affiliates and should not be relied upon as such.
14. Liability Limitations.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WITHOUT LIMITING THE TERMS OF THE CU USER AGREEMENT AND PSA VAULT TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY THAT PSA OR ANY OF ITS AFFILIATES HAS TO YOU, OR ANY THIRD PARTY FOR WHOM YOU MAY BE ACTING, ARISING FROM ANY CAUSE, ACT, OMISSION OR OTHER CIRCUMSTANCE, SHALL IN NO EVENT EXCEED THE NET SALE PROCEEDS FOR THE ITEM GIVING RISE TO ANY SUCH LIABILITY UNDER THIS AGREEMENT; PROVIDED THAT, IF AN ITEM DOES NOT SELL PRIOR TO SUCH LIABILITY ARISING, SUCH MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED $100 USD. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL PSA OR ANY OF PSA's AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS, BE LIABLE TO YOU OR ANY OTHER PARTY, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF MONEY, GOODWILL OR REPUTATION, COSTS OF DELAY OR LOST PROFITS, BUSINESS INTERRUPTION DAMAGE, OTHER INTANGIBLE LOSSES OR ANY INTRINSIC OR SENTIMENTAL VALUE OF AN ITEM, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, BODILY INJURY, PROPERTY DAMAGE, EMOTIONAL DISTRESS, DEATH, REAL OR PERSONAL PROPERTY DAMAGE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING LIMITATIONS, THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION 14 SHALL NOT APPLY TO YOUR OBLIGATIONS UNDER SECTION 6 (INDEMNIFICATION), SECTION 6(b) (ACCOUNT SUSPENSION; TERMINATION; REMEDIES), OR ANY LIABILITY ARISING FROM A FRAUD EVENT, YOUR BREACH OF SECTION 5(a)(xvi)-(xix), OR YOUR WILLFUL MISCONDUCT.
15. Physical Loss or Damage to Item(s). Section 4 of the PSA Vault Terms shall govern and control in the event of any loss or damage to an Item that is consigned via the PSA Offer Program, provided that, for clarity, PSA shall have no liability to you for any loss or damage to an Item once it has been sold to a Buyer.
16. Confidentiality; Equitable Relief. The terms of this Agreement, including the identity of the Buyer, and any other information shared by PSA to you which are described or marked as confidential or which reasonably would be understood to be confidential in nature shall remain confidential and should not be disclosed by either party. Each party agrees that it will not disclose the terms of this Agreement including the Display Price, to any third party without the other party's prior written consent, except (a) to attorneys and accountants who are bound by written obligations of confidentiality and non-use at least as stringent as those contained herein on a need-to-know basis, or (b) as a result of valid legal process compelling the disclosure of such information, provided that in the case of sub-clause (b), such party first gives the other party prompt written notice of such service of process. Further, in the event PSA receives notice from you of such service of process under sub-clause (b), you shall allow PSA, if PSA deems it appropriate, to obtain a protective order or other limiting remedy, and agree to reasonably cooperate with PSA to seek such remedy. You agree to provide PSA, upon PSA's request, with any additional information required to comply with applicable law. In the event PSA receives a subpoena from you or a third party relating to the Item(s) or the Agreement, you shall pay PSA the costs PSA incurs, including reasonable attorneys' fees, in responding to the subpoena. You acknowledge that monetary damages would not be a sufficient remedy for breach of this Agreement and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek specific performance and any other form of equitable relief to enforce the provisions of this Agreement. You also waive all requirements for the posting of a bond or other security in connection with any equitable relief sought by PSA.
17. Notice. Any notices given to you or PSA shall be in writing to your and PSA's respective addresses, including the email addresses associated with your Account (or to such other address as you or PSA may notify the other in writing from time to time, including to your addresses on file in connection with your Account). Notice shall be deemed to have been given five Business Days after mailing or two Business Days after delivery by email.
18. Legal Relationship. PSA is acting as your agent solely in offering the Items for sale, and any intention to create an employer/employee, joint venture, fiduciary, or partnership relationship between PSA is expressly disclaimed.
19. IRS Reporting. Where PSA is required by law to withhold tax from any payment due to you, you authorize PSA to withhold such amounts from the Net Sales Proceeds. You must provide to PSA the appropriate information required, including your tax identification number, to legally obtain a reduction or elimination of tax PSA may be required to withhold. Failure to provide the appropriate information will result in PSA having to hold your Item(s) from being listed for sale or withhold U.S. tax from any payment due to you pursuant to this Agreement. Where PSA is required by law to report the amount of proceeds paid to you to tax authorities in any jurisdiction, you authorize PSA to make such reporting. If PSA is required to pay any taxes, duties, VAT or any other applicable tax on your behalf in any country other than the country of the applicable sale site, you authorize PSA to withhold such amounts from the Net Sale Proceeds or, if you have already received the Net Sales Proceeds, you shall reimburse PSA for any amounts PSA pay to the extent permissible by law. As security for the payment of such amounts, you grant to PSA a security interest in any property or funds in the possession, or coming into the possession of PSA or any of PSA's Affiliates. PSA may apply such funds or deal with such property as the Uniform Commercial Code or other applicable law permit a secured creditor to do.
20. Miscellaneous. This Agreement shall be binding upon your heirs, executors, beneficiaries, successors and assigns, but you may not assign this Agreement without PSA's prior written consent. This Agreement constitutes the entire agreement between you and PSA with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written, oral, or implied understandings, representations, and agreements of the parties relating to the subject matter of this Agreement. Neither you nor PSA may amend, supplement, or waive any provision of this Agreement except by a writing signed by you and PSA. The contractual obligations and duties set forth in this Agreement are only valid once you have acknowledged and agreed to this Agreement. If any term, provision, or clause of this Agreement or any portion of such term, provision or clause is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each remaining term, provision or clause or portion thereof will be valid and enforceable to the full extent permitted by law. Any section headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.