VINTAGE MEDIA GRADING CORP

                                                                                                                       194 Westerly Bradford Road

                                                                                                                              Westerly, RI 02891

VINYL GRADING GUARANTEE

TERMS AND CONDITIONS

This Vintage Media Grading Corp. (“VMG”) Guarantee (the “Guarantee”) is governed by the terms and conditions detailed below, with all capitalized terms herein having the same definition as ascribed to them in VMG’s Service Agreement (the “Service Agreement”) located at https://vmgvinyl.com/service-agreement/ and incorporated herein by this reference and fully applicable hereto. VMG reserves the right to modify or update the Guarantee at any time in its good faith discretion, as uniformly applicable to all of VMG’s users.

1) VMG guarantees that a vinyl phonorecord submitted to VMG shall be graded in accordance with VMG’s authentication and grading standards found at 

https://vmgvinyl.com/vmg-grading-rubric/. Each vinyl phonorecord graded by VMG shall hereafter be referred to individually as a “Record” and collectively “Records”. In addition:

(a) A Record is guaranteed to be genuine (i.e. not a counterfeit); and

(b) The grade of each such Record is guaranteed.

2) (a) Upon submission to VMG by the New Owner (as such term is defined below) of a Guarantee request related to a VMG graded Record, if VMG concludes that such Record was erroneously awarded the VMG grade assigned, and provided also that the Record had an active certification number on the certification lookup feature located at https://vmgvinyl.com/certification-verification/ at the time it was legally obtained by the New Owner submitting the Guarantee request, then VMG, in its sole discretion, will either:

(i) Subject to the Maximum Amount defined in Section 3 below, buy the Record outright from the New Owner at the price of the subject Record equal to the fair market value of such record at the originally graded value as determined in good faith by VMG (for example, and to the extent any such external sources are available, with reference to publicly available pricing resources [e.g. DisCogs.Com], or comparable sales of similarly graded copies of the same title as the subject Record), in which case such Record will become the property of VMG (including the associated NFT, if applicable, which the New Owner shall transfer to VMG); or

(ii) VMG will pay the New Owner the difference in value between the fair market value of such Record at the originally graded value as determined in good faith by VMG in its sole discretion, and the reduced value of such Record after taking into consideration the erroneously awarded VMG grade assigned. In this case, the Record will be returned to the New Owner along with the payment of the difference in value.

(b) As used herein, “New Owner” of a Record shall mean and refer to a person

or entity meeting all of the following criteria: (i) a legal, bona-fide buyer, assignee, or transferee of the physical ownership rights in and to the subject Record (and, if applicable, the digitized Personal Copy of the Record and the accompanying NFT) subject to a bona-fide purchase or transfer transaction, and (ii) who is in actual physical possession of such Record (and, if applicable, the Personal Copy, and who is in sole control of the wallet containing the related NFT). VMG may require proof and validation of the New Owner’s rights as a pre-condition to the Guarantee.

3) The “Maximum Amount” shall be $25,000 USD with respect to one Record (regardless of configuration) and a lifetime cap of $ 50,000 USD per person (together, the “Maximum Amount”). VMG will not pay Guarantee claims in excess of the Maximum Amount.

4) VMG shall not have any obligation, and this Guarantee shall not apply to any of the following circumstances:

(a) If the submitter of the Guarantee request is not a New Owner as required herein.

(b) if the submitter of the Guarantee request is the original submitter of the graded Record to VMG (or the original submitter’s agents, employees, affiliates or representatives, including a group submitter or dealer). VMG reserves the right to investigate the relationship between the person making the VMG Guarantee request and the original submitter.

(c) any Record as to which a clerical or mechanical error has been made with respect to the assigned grade or description (for example, typographical error, mislabeled title, misidentified artist, etc. . .); in which event, however, provided that the ownership of such Record is verified and ascertainable, VMG will agree to re-encase and re-label such Record at no additional cost;

(d) if the Record has been removed or attempted to be removed from the VMG Container in which the originally submitted Record was returned by VMG to the original owner.

(e) if the Record bears evidence of damage, intrusion, tampering, doctoring, improper storage, exposure, harsh cleaning, altered surfaces, or other impairments, or appears to be of questionable authenticity or fraud;

(f) to any perceived or actual change in the value of a Record based on lack of authenticity of any autograph or other intentional writing contained on the initially graded Record; and

(g) a difference in the Grade of two (2) or fewer points as determined by VMG Grading Rubric contained at https://vmgvinyl.com/vmg-grading-rubric/.

The foregoing shall be the sole exception to Section 2(b) of the Service Agreement. All other terms and conditions of the Service Agreement shall apply to this Guarantee.