Lot # : 25 - Swamp Thing #1 (2011)

TERMS AND CONDITIONS / AGREEMENT (effective June 12, 2024) 1. General 1.1 These terms and conditions ("Agreement") constitute the general terms and conditions of the agreement, between Makruuh Comics (a "Party", as applicable) and you ("User", or "Party", as applicable, and collectively with Makruuh Comics, the "Parties"), the user of the HiBid Makruuh Collective portal (the "Website") and any of its related products and/or services offered through the Website and/or appearing on the auction invoice or in an email sent to User, including the Additional Services, as they are defined in subsection 9-3.1, below (collectively, "Services"). 1.2 This Agreement is legally binding between User and Makruuh Comics. By accessing and using the Website and Services, User acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. 1.3 If User is a corporation or other distinct commercial and/or legal entity, User represents that they have the authority to bind such entity to this Agreement, in which case the terms "User" shall refer to such entity. If User lacks such authority, or if User does not agree with any of the terms of this Agreement, User must not accept this Agreement, and is prohibited from accessing and using the Website and Services. User acknowledges that this Agreement is a contract between User and Makruuh Comics, even though it is electronic and is not physically signed executed by User, and it governs User's use of the Website and Services. 2. Billing and Payments 2.1 User shall pay all fees or charges to User's account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable, as determined by Makruuh Comics in its sole discretion. 2.2 Purchases made by User (the "Purchases") shall result in an invoice being sent to User's email address of record (an "Unpaid Invoice") for the quantum of User's purchases (and any other fees/charges referred to in this Agreement) and following the conclusion of the relevant Makruuh Comics HiBid auction (each, an "Auction"). 2.2.1 All dollar amounts indicated on the Website and/or on an Unpaid Invoice are in the currency of Canada (CAD). It is the sole responsibility of the User to ensure that payments are made in CAD. Users expressly acknowledge that it may not be apparent to Makruuh Comics if a payment is made in a currency other than CAD. Should User pay an Unpaid Invoice in USD, it is the sole responsibility of that User to inform Makruuh Comics of the same. Upon being so notified, Makruuh Comics may make commercially reasonable efforts to, in its sole discretion, either return the resulting overpayment (calculated by Makruuh Comics, in its sole discretion) (the "Overpayment") to User, or to credit the User the Overpayment at a future Auction, in both cases, after deducting PayPal and/or currency conversion fees. 2.3 HST shall be charged to User, and shall be calculated on the sum total of the Purchases, shipping/handling charges, and buyer's premium. 2.4 User shall pay Unpaid Invoices in full, IMMEDIATELY upon receipt of each Unpaid Invoice, and in any event, no later than twenty-four (24) hours following the receipt of the same (the "Payment Deadline"). 2.5 Canadian Users may pay Unpaid Invoices via e-transfer, or through PayPal. US Users must pay via PayPal. For clarity, direct CREDIT CARD PAYMENTS ARE NOT ACCEPTED AT THIS TIME. More detailed instructions for making said payments shall be included on the Unpaid Invoice. 2.5 If User fails to pay in full an Unpaid Invoice by the Payment Deadline, and addition to other remedies available to Makruuh Comics by law and/or under this Agreement, Makruuh Comics may take steps to downgrade User's HiBid rating, cancel the Purchases and/or take steps to ban User from using the Website and/or Services, and/or may engage a debt collection agency to recover the value of the Unpaid Invoice, in addition to any fees assessed by such service provider or agency. 2.6 If in, the sole discretion of Makruuh Comics, the Purchase(s) constitute a high-risk transaction, Makruuh Comics may require User to provide a copy of User's valid government-issued photo identification, and/or a copy of a recent bank statement for the credit or debit card used for the Purchase(s). 2.7 Makruuh Comics reserves the right to change products and product pricing at any time, and also reserves the right to refuse or cancel any order by User. Makruuh Comics may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Makruuh Comics makes a change to, or cancels, an order, Makruuh Comics may attempt to notify User by contacting the e-mail and/or billing address/phone number provided at the time the order was made and/or on record. 2.8 Additional instructions/information regarding User payments is included under the "Payments" tab on the Website, and may also appear in the first one (1) to four (4) lot descriptions for the relevant Auction (each an "Auction Notice"), and are, in both cases, incorporated by reference into this Agreement. Should any of the instructions / information included under the "Payments" tab of the Website or in any Auction Notice conflict with the instructions/information contained under this Section 2 of the Agreement, the latter shall prevail. 3. Accuracy of information 3.1 Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, and offers. Makruuh Comics reserves the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or Services is inaccurate at any time without prior notice (including after User has submitted its bids and/or order(s). Makruuh Comics undertakes no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or Services has been modified or updated. 3.2 Should Makruuh Comics come to be aware or otherwise determine that the photos or description accompanying a lot or lots that has been posted in an active auction is materially inaccurate (as determined by Makruuh Comics, in its sole discretion) and without limiting in any way the general applicability of subsection 3.1, above, Makruuh Comics shall: (a) update the title of the relevant to include "+P" and/or "*" and/or "READ" (or similar wording) at least twenty-four (24) hours prior to lots closing, and (b) provide a short description of the defect in either or both of the lot description or as a "note" posted to a picture posted to the relevant lot identifying the defect. For clarity, Makruuh Comics shall have no responsibility to notify Users of modified lots other pursuant to this Section 3.2. 3.4 Users who are not satisfied with their Purchases, for whatever reason (each, a "Purchase Issue"), shall notify Makruuh Comics of the same, and provide (a) a detailed description of the Purchase Issue, (b) photos, and (c) any other information / materials reasonably requested by Makruuh Comics, within seven (7) days of pick-up / receipt of said Purchases. Makruuh Comics shall, upon receipt of notification of a Purchase Issue, consider the Purchase Issue. Should Makruuh Comics determine, in its sole discretion, that a Purchase Issue is valid, Makruuh Comics may propose a resolution to address the Purchase Issue, acting reasonably. Any reasonable resolution so proposed shall be final, and User expressly acknowledges that it will have no recourse to challenge any such resolution, whether it be under this Agreement, or in law. 4. Third-party Services If User decides to enable, access or use third-party services, be advised that the User's access and use of such other services are governed solely by the terms and conditions of such other services, and Makruuh Comics do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including User data) or any interaction between User and the provider of such other services, including in respect of shipping services / providers. User irrevocably waives any claim against Makruuh Comics with respect to such third-party services. Makruuh Comics shall not be held to be liable for any damage or loss caused or alleged to be caused by or in connection with User's access to or use of any such other services, or User's reliance on the privacy practices, data security processes or other policies of such other service providers. User may be required to register for or log into such other services on their respective platforms. By enabling any other services, User has expressly permitted Makruuh Comics to disclose User data as necessary to facilitate the use or enablement of such other services. 5. Intellectual property 5.1 User may not use the name "Makruuh Comics" or any other names or trademarks / tradenames listed on the Website or in any Website content. All rights are reserved. 5.2 All content on the Website is subject to intellectual property rights, contractual rights or other protections. The intellectual property rights are owned by Makruuh Comics or its licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms and Conditions or with the prior express written consent of Makruuh Comics. Modification or use of the materials for any other purpose may violate intellectual property rights, and User indemnifies Makruuh Comics in respect of all losses arising out of said misuse. 6. Advertisements During User's use of the Website and Services, User may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Website and Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between User and the applicable third party. Makruuh Comics shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between User and any such third party. 7. Links to other sources Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), Makruuh Comics is not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. Makruuh Comics is not responsible for examining or evaluating, and does not warrant the offerings of, any businesses or individuals or the content of their resources. Makruuh Comics does not assume any responsibility or liability for the actions, products, services, and content of any other third parties. User should carefully review the legal statements and other conditions of use of any resource which User accesses through a link on the Website and/or Service. Should User link to any other off-site resources, it does so solely at its own risk. 8. Shipping / Pick-up / Holds 8.1 Shipping is available for all Purchases, and is preferred. 8.2 Purchases shall only be shipped if User has paid in full the Unpaid Invoice (or revised Unpaid Invoice, as applicable), including all shipping/handling fees (collectively, "Shipping Fees"), to Canadian and USA addresses ONLY. For clarity, if a User outside of Canada or the USA utilizes the Website and/or the Services, such User must provide a Canadian or USA shipping address. WE DO NOT SHIP TO ANY ADDRESSES OUTSIDE OF CANADA AND THE USA AT THIS TIME. 8.3 Purchases shall be shipped pursuant to the terms set out under the "Shipping/Pick up" tab of the Website (the "Shipping Terms"), which include shipping fees and handling fees (collectively, "Shipping Fees"). Makruuh Comics reserves the right to amend the Shipping Terms with or without notification to User, before, during, or after an auction has taken place. and User expressly agrees that Makruuh Comics has no obligation to ship any Purchase(s) to User until the Purchases and Shipping Fees have been paid in full. 8.4. Should the final cost of shipping exceed the cost initially quoted to User, Makruuh Comics may invoice User for said additional costs, and User shall promptly pay said invoice (such payment being expressly acknowledged by User as a necessary condition for having Purchase(s) shipped). 8.5 Subject to subsections 8.5.1 and 8.5.2, below, Users bidding on or intending to bid on more than one (1) auction shall have the option to "hold" their Purchases ("Held Purchases"), until the conclusion of Makruuh Comics next (or a future) auction, if applicable (the "Hold Option"), to save on Shipping Fees. Should User decide to exercise the Hold Option, it is the sole responsibility of User to (a) notify Makruuh Comics forthwith upon receipt of an Unpaid Invoice, in which case, Makruuh Comics shall issue to User a revised Unpaid Invoice excluding the Shipping Fee, and (b) pay the revised Unpaid Invoice pursuant to the payment terms set out at Section 2 of this Agreement. 8.5.1 If so instructed, Makruuh Comics shall "hold" purchases for up to one (1) month following close of the most recent auction User has made purchases in (the "Hold Period"). At any time following the conclusion of the Hold Period, Makruuh Comics may issue User an invoice for Shipping Fees to ship the Held Purchases ("HP Shipping Fee Invoice") to the email User has registered with HiBid. User shall have one (1) month following the issuing of the HP Shipping Fee Invoice to: (a) make a purchase in an Auction, thereby re-setting the Hold Period; (b) pay the HP Shipping Fee Invoice and have Held Purchases shipped; (c) notify Makuuh Comics to have the Hold Period extended by one (1) month (or any such period that Makruuh Comics, in its sole discretion, has expressly agreed to provide) (the "Extended HP"). 8.5.2. If a User with Held Purchases has not exercised options (a) or (b) above, or the Extended HP has expired, HELD PURUCHASES SHALL BE DEEMED TO HAVE BEEN ABANDONED BY USER ("Abandoned HPs"). USER DISCLAIMS ALL ENTITLEMENT TO OWNERSHIP OF ABANDONED HPs, AND IN RESEPCT OF WHICH USER EXPRESSLY ACKNOWLEDGES SHALL REVERT TO THE OWNERSHIP OF MAKRUUH COMICS. 8.6 Users intending to pick up their Purchases shall endeavour to do so at the pick up location, and on the date(s) and within the timeframe(s), identified under the "Shipping/Pick up" tab of the Website. Note that all pick-ups are BY APPOINTMENT ONLY. If User is unable to pick up their Purchases at the location and within the dates / times identified under the "Shipping/Pick Up" tab of the Website, Makruuh Comics shall hold the Purchases until the next available pick date. 8.7 Additional instructions/information regarding shipping / pick ups, is included under the "Shipping/Pick up" tab on the Website, which are incorporated by reference into this Agreement. Should any of the instructions/information included under the "Shipping/Pick up" tab of the Website conflict with the instructions/information contained under this Section 8 of the Agreement, the former shall prevail. 8.8 US Users are solely responsible for all customs duties and related fees that may arise out of having their Purchases shipped to the US. 9-1. Makruuh Comics' representations re comics 9-1.1 Makruuh Comics may, at its sole discretion, provide subjective evaluations / characterizations of the condition of particular lots, and represents that, in such cases, it shall take commercially reasonable efforts to accurately characterize the condition of each comic (or set of comics constituting a lot) to the best of its ability, 9-1.2 Without limiting the generality of subsection 9-1.1, any adjectives used by Makruuh Comics on the Website to describe the condition or "grade" of an item (e.g., as "low grade", "mid grade" or "high grade", or any abbreviation, combination or variation thereof) are subjective only, and are to be regarded by User neither as a warranty, nor as an accurate and/or professional estimation of the condition or "grade" of said item. 9-1.3 With respect to lots containing more than one comic, and unless expressly stated otherwise, any adjectives used in the description of said lots to describe the comics contained therein shall be regarded by the User as a subjective evaluation of the average condition of the comics constituting the lot. 9-1.4 Unless expressly stated otherwise, the comic(s) pictured in each lot on the Website are the exact comic(s) that User is bidding on. For clarity, winning bidders will be sent THE COMIC(S) PICTURED, IN THE CONDITION PICTURED. 9-1.4.1. Notwithstanding subsection 9.-1.4, above, Makruuh Comics undertakes to, if possible (i.e., without damaging the comic(s) in question, the risk of which shall be determined by Makruuh Comics, in its sole discretion) freshly "bag and board" each comic appearing in a lot comprised of only one (1) comic, whether or not the picture(s) of that lot depict a "bagged and boarded" comic. Lots comprised of more than one comic may or may not be "bagged and boarded", and User should expect to receive the comics comprising said lot as they appear in the photos and/or description accompanying said lot. 9-1.5 Should there be comics that have major defects that are known to Makruuh Comics but not otherwise apparent in the picture(s) posted in respect of the lot in question, Makruuh Comics shall take commercially reasonable efforts to describe said major defects in the lot description and/or provide picture(s) of said major defects. 9-1.6 Unless expressly stated otherwise in the relevant lot description(s), any labels, stickers, etc., that appear on any comic(s) posted to the Website by Makruuh Comics, appear on the sleeve protecting the comic, and not on the comic itself. At times, a sleeve containing a comic may itself be scuffed, warped or otherwise damaged. 9-1.7 In cases where a lot contains one (1) or more professionally graded comics (i.e., by CGC, CBCS, PGX, etc.), ("each, a "Slab") Makruuh Comics shall not be regarded as endorsing the grade assigned to the comic encapsulated in the Slab. Makruuh Comics shall take commercially reasonable efforts to identify and describe defects known by Makruuh Comics on Slabs posted to the Website, (e.g., scratches, "Newton Rings", cracks, etc.). 9-1.8 Any screenshots from third-party websites included as one (1) or more images in a lot (e.g., that concern the description of the comic(s), or their valuation, etc.), are provided by Makruuh Comics for information / reference purposes only, and shall be regarded by User neither as an endorsement of the information contained therein, nor as an accurate description or valuation of the comic(s) constituting the lot. 9-1.9 Notwithstanding any other provision of this Agreement, User acknowledges that Makruuh Comics has not examined any of the items posted for bidding on the Website for wet cleaning, colour-touch, re-stapling, married cover(s), trimming, gluing or re-gluing, taping and/or glue repairs, leaf-casting, tape or glue residue, or any other subtractive, additive or destructive modification to a comic (these practices, and those akin thereto, hereafter referred to collectively as "Restoration"). For clarity, Makruuh Comics expressly disclaims any representations, express or implied, relating to Restoration, or lack thereof, of any type, on any comic posted to the Website for auction. By placing a bid on the Website, User acknowledges that the detection of Restoration is not an obligation of Makruuh Comics, and in the event of a successful bid, shall purchase the comic(s) strictly in an "as is" condition. 9-1.10 For clarity, the responsibility for evaluating the condition and/or fitness of purpose and/or value of the comic(s) comprising a lot posted on the Website, rests solely on the User. Should the information, pictures, etc., provided by Makruuh Comics in respect of a particular lot not meet User's standards with respect to making a decision on whether or not to bid on a lot, User shall not bid on said lot. 9-1.11. Notwithstanding subsections 9-1.6 and 9-1.10, above, User may contact Makruuh Comics by email, and request additional photos and/or information regarding the comic(s) in question, in respect of which, Makruuh Comics may, elect to in its sole discretion, respond to User by reply email and/or by positing additional pictures and/or information on the Website. 9-1.12. For clarity, each of the subsections comprising this Section 9-1, or any other express or implied representations / warranties of Makruuh Comics that may appear elsewhere in this Agreement, are subject to the disclaimers and limitations on liability set out in Sections 10 and 11 of this Agreement, below. 9-2. Rules applicable to all Contests 9-2.1. Makruuh Comics may, in its sole discretion, offer various incentives to Users to encourage registration and/or bidding on the Website, which, if so offered, may take the form of a bidding or bidding-related contest (each, a "Contest"). 9-2.2 Makruuh Comics reserves the unqualified right to offer, amend, clarify or cancel any Contest posted on the Website, at any time, including during the course of a particular auction, without further notice to User, and to select a Contest winner on terms different from those expressly provided in respect of said Contest. User expressly disclaims any entitlement to challenge any such amendment, cancellation, or selection. 9-2.3 User's who have won a Contest shall be deemed to permit Makruuh Comics posting their HiBid username on the Website and/or in other Makruuh Comics promotional materials. Should a Contest winning User not want his/her username used for these purposes, User must notify Makruuh Comics of the same upon receiving notification from Makruuh Comics of the Contest win, and in which case Makruuh Comics may, in its sole discretion, select another winner for the Contest in question. 9-2.4 Unless expressly stated otherwise in the terms and/or conditions of a particular Contest posted to the Website (which are, in each case, incorporated by reference into this Agreement), User acknowledges that each Contest is offered on a "one time only" basis and is not ongoing, and shall not presume that said Contest will also be a feature of the next or any future Auctions. 9-3. Additional optional services offered by Makruuh Comics ancillary to the Services 9-3.1. In addition to providing the Services, as they are described in this Agreement, Makruuh Comics may also elect to offer User various additional services (as described in more detail in subsections 9-3.2. and 3, below, and referred to, collectively, as the "Additional Services"), for an additional fee, and to which the terms set out this Agreement, as applicable (including Sections 10 and 11, below) shall also apply. 9-3.2. Bagging/and boarding service Should User wish to have Makruuh Comics bag and board ("B&B") any one (1) or more comics that are comprised in the Purchases that are not already B&B (see subsections 9-1.4 and 9-1.4.1., above), User may elect to have Makruuh Comics B&B any such comic(s). Makruuh Comics shall charge a nominal fee to do so, the details of which (including quantum) shall be set out in more detail on the Unpaid Invoice in question. 9-3.3. Dry cleaning / pressing services, and notices to User in respect of the same 9-3.3.1. Should User wish to have Makruuh Comics "dry clean" and/or "press" (as those two terms are commonly understood in the comics enthusiast community, and hereinafter referred to as "C&P") any comic(s) that are comprised in the Purchases, User may elect to have Makruuh Comics C&P any such comic(s). Makruuh Comics shall charge a nominal fee to do so, the details of which (including quantum) shall be set out in more detail on the Unpaid Invoice in question. 9-3.3.2. Users considering C&P are hereby notified, and hereafter shall be deemed to be aware, that both dry cleaning and pressing processes pose inherent and, at times, unavoidable, risks, and instead of improving the condition of a comic, may adversely affect said condition. While Makruuh Comics shall endeavor to undertake any C&P requests with a level of care reasonably suited to the task(s), a comic may ultimately be damaged as a result of the C&P process. Should the latter occur, User expressly acknowledges that Makruuh Comics shall have no obligation to replace, refund, or "buy back" the adversely affected comic(s), and that all risks related to the C&P process are borne by solely by User. 9-3.3.3. Corresponding to subsection 9-3.3.2, above, User expressly acknowledges that Makruuh Comics neither offers nor provides any representations, warranties or guarantees with respect to the outcome of any comic(s) that User submits for C&P, and Makruuh Comics expressly disclaims any such guarantees or warranties. 9-3.3.4. For clarity, fees assessed to User for C&P services are non-refundable, even in cases where the outcome of the C&P services does not meet the standards and/or expectations of User. 10. Cancelling / changing bids 10.1 Subject to Section 10.2 below, should User, at any point after placing a bid, wish to change or cancel said bit, he or she shall notify Makruuh Comics by email forthwith, and provide reasons therefor (a "Cancellation Request"). Upon receiving a Cancellation Request, Makruuh Comics may, in its sole discretion, grant or refuse said request. 10.2 Cancellation Requests must be received by Makruuh Comics at least twelve (12) hours prior to auction close, and to preserve the integrity of the bidding process, shall not be accepted if received after this time. 10.3 Users acknowledge that Cancellation Requests may be made by other Users, and when honoured, that this may result in purchases that were not anticipated. For example, if a Cancellation Request is honoured, the User that had the second-place bid at the time, will then have the first-place bid. User expressly acknowledges that this may occur from time to time, and agrees to accept purchases arising therefrom. 11. Disclaimer of warranties 11.1. Notwithstanding any other provision of this Agreement to the contrary, User agrees that the products purchased on the Website are provided on an "as is" and "as available" basis, and that use of the Website and/or Services is solely at the User's risk. Makruuh Comics expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Makruuh Comics makes no warranty that the Services will meet User's requirements, or that the Services will be uninterrupted, timely, secure, or error-free; nor does Makruuh Comics make any warranty as to the results that may be obtained from the use of the Services as to the accuracy or reliability of any information obtained through the Services that defects in the Services shall be corrected or otherwise remedied. 11.2. User understands and agrees that any material and/or data downloaded or otherwise obtained through the use of the Services is done solely at its discretion and risk, and that User will be solely responsible for any damage or loss of data that results from the download of such material and/or data. 11.3. Makruuh Comics makes no warranty regarding any goods or services purchased or obtained through the Services, or any transactions entered into between User and Makruuh Comics. No advice or information, whether oral or written, obtained by User from or through Makruuh Comics, or on the Website, or through the Services, shall create any warranty not expressly made herein. 12. LIMITATION OF LIABLITY 12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAKRUUH COMICS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO USER OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OF CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF THE LIABLE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. 12.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MAKRUUH COMICS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS RELATING TO THE WEBSITE AND/OR SERVICES SHALL BE STRICTLY LIMITED TO AN AMOUNT GREATER OF ONE DOLLAR OR THE QUANTUM OF FUNDS ACTUALLY REMITTED BY USER TO MAKRUUH COMICS WITH RESPECT TO THE AUCTION. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE USER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. 13. Dispute Resolution 13.1. The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ontario, Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. 13.2. If a dispute arises between the Parties (a "Dispute"), the Parties shall jointly appoint a duly qualified mediator to attempt to resolve the Dispute. If the Parties are unable to agree upon the appointment of a mediator, each Party shall retain its own mediator and these two mediators shall select a third mediator to preside over the Dispute. The Party commencing a Dispute shall, in the first instance, bear the cost(s) associated with retaining the mediator(s). At the conclusion of the mediation, the Parties shall divide the fee of the mediator(s), and any fees ancillary thereto, equally between them. 13.3. If mediation fails to resolve the Dispute to the satisfaction of either or both Parties, the Dispute shall be submitted to final and binding arbitration in accordance with the Arbitration Act, 1991 (Ontario), to be held at a mutually-agreed location in the Greater Toronto Area, before an arbitrator that is acceptable to both Parties. Each Party shall bear its own costs during the course of the arbitration. The arbitrator shall decide all issues relating to arbitrability and shall have the authority to award costs for the arbitration. If the Parties are unable to agree upon a venue to arbitrate the Dispute, the arbitrator shall select the venue. If the Parties are unable to agree upon the appointment of an arbitrator, each Party shall retain its own arbitrator these two arbitrators shall select a third arbitrator to preside over the Dispute. 14. General terms 14.1. Changes/amendments to the Agreement: Makruuh Comics reserves the right to modify this Agreement or its terms relating to the Website and Services at any time, effective upon posting of an updated version of this Agreement on the Website. It is the responsibility of the User to read this Agreement prior to bidding on every individual Auction. Continued use of the Website and Services after any such changes shall constitute consent by User to such changes. 14.2. Commercially reasonable standards All obligations of Makruuh Comics in this Agreement, whether express or implied, shall be interpreted on the basis of commercial reasonableness, and not, for example, on a "best efforts" standard. 14.3. Entire agreement: This Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. 14.4. No deemed waiver A failure of a Makruuh Comics to enforce strictly a provision of this Agreement shall in no event be considered a waiver of any part of such provision. No waiver by Makruuh Comics of any of its entitlements set out in this Agreement, or in relation to any breach or default by User shall operate as a waiver of any succeeding breach or other default by User. 14.5. Severability Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 14.6. Headings The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.7. Contra Proferentem The doctrine of contra proferentem shall not apply to the interpretation of this Agreement. If an ambiguity exists in this Agreement, or in a specific provision, neither the Agreement nor the provision shall be construed against the party who drafted the Agreement or provision. 14.8. Communication between Makruuh Comics and User 14.8.1. User may contact Makruuh Comics with questions and/or requests for further photos / information by email, at makruuhcomics@gmail.com. Although Makruuh Comics shall make reasonable efforts to respond to any such inquiries by User, and within a reasonable timeframe, it reserves the right not to respond at all, or to take more than a reasonable amount of time to respond. Threatening, abusive or otherwise offensive or derogatory communication by User, as determined solely by Makruuh Comics in its sole discretion, will not be tolerated. Should User engage in such conduct at any point during its communication with Makruuh Comics, Makruuh Comics may take whatever legal means are available to it, including, but not limited to, ignoring, blocking, suspending and/or banning User from the Services and Website; cancelling bids by a User; and/or voiding User's purchases. 14.8.2. Makruuh Comics shall contact User by sending an email to User's email address of record and/or by text message to User's phone number of record. User agrees to regularly monitor its email and text messages for messages from Makruuh Comics ("MC Messages"), especially (but not limited to) following the conclusion of an auction conducted on the Website in respect of which it has placed one (1) or more bids. User shall be deemed to have received and read MC Messages on the date that said messages were sent, at the time recorded in Makruuh Comics' "sent" email folder, or texting log, as applicable. 14.8.3. By registering for an Auction, User consents to receiving promotional and related emails from Makruuh Comics. Should User, at any time, wish not to be sent any such promotional materials, User may do so by stating such in a reply email to Makruuh Comics, at which point, Makruuh Comics shall remove User from its promotional email mailing list. 14.8.4.1. UNREAD is a positive attribute ONLY when applied to comic books (that you have more than one (1) copy of, and after having read the first). Conversely, UNREAD is a TERRIBLE attribute when applied to this Agreement, or any other similar agreements that you may enter into by clicking a "Have read and agree" box on the Website or on any other website. That said, and since you've actually read this far and carefully BEFORE registering for the relevant Auction, KUDOS to you! Enter "I READ IT ALL!" into the "Auctioneer's Notes" section on the registration pop-up, and Makruuh Comics will provide you with a crisp and UNREAD copy of Amazing Spider-man #800 upon receiving payment for your first Auction win! 14.8.4.2. If User does not respond in the manner described in subsection 14.8.4.1, and subject to subsection 14.8.4.3 below, User shall be deemed to have irrevocably relinquished their soul to Makruuh Comics, for use by Makruuh Comics for whatever purpose(s) Makruuh Comics deems fit, in its sole discretion, from the date of registration, to the end of time (if any). 14.8.4.3. HA HA! Just kidding! But hopefully you get our point. 14.8.5. Makruuh Comics shall not disclose any User' personal or contact information to any third party, without the express written consent of User, unless permitted by this Agreement or required by HiBid or by a court or local, provincial or federal authorities. 14.9. Regarding bids by Users with a "negative rating" 14.9.1. Users with a "negative rating" with HiBid shall not be permitted to post bids on any Auction, and their registration will be "permanently declined" by Makruuh Comics, UNLESS User provides Makruuh Comics with: 14.9.2. a list of the lots that User wishes to bid on, and limits bidding exclusively to such lots; and 14.9.1.1 deposit of an amount to be determined by Makruuh Comics, in its sole discretion (a "Deposit"). 14.9.2. Upon being provided with a Deposit, Makruuh Comics shall: 14.9.2.1. in the event that User wins one or more of said lots, apply the Deposit to the amount owing by User in respect of the relevant Auction. Should the quantum of the Deposit be less than the quantum of User's purchase(s), User shall provide Makruuh Comics with the outstanding amount, in the manner discussed under Article 2 - Payments of these Terms and Conditions. 14.9.2.2. Notwithstanding the foregoing, should User fail to remit 14.9.2.3. in the event that User has provided Makruuh Comics with a Deposit that exceeds the value of the Purchases, if any, made at the relevant Auction (each an "Excess Deposit"), Makruuh Comics shall expeditiously return the Excess Deposit to User, MINUS: 14.9.2.3.1 if the Deposit was provided via PayPal, any fees assessed by PayPal; or 14.9.2.2.2 if the Deposit was provided via email money transfer ("EMT"), any bank fees incurred by Makruuh Comics associated with returning the Excess Deposit to User via EMT. 15. Acceptance of this Agreement User acknowledges that it has read this Agreement and agrees to all of its terms and conditions. By accessing and using the Website and Services, as applicable, User agrees to be bound by this Agreement. If User does not agree to abide by the terms of this Agreement, User is not authorized to access or use the Website and/or Services, as applicable.