LAST UPDATED: August 5, 2021
THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS OTHER CONDITIONS AND LIMITATIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
PLEASE READ THESE TERMS CAREFULLY. BY USING OUR PLATFORM OR ANY PART OF IT, YOU ARE AGREEING TO BE BOUND BY ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE THE PLATFORM.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 21). PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY AS IT AFFECTS YOUR RIGHTS. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION.
Topps NFTs is a platform that allows users the opportunity to purchase, collect, display, trade and sell digital blockchain collectibles, including, without limitation, non-fungible tokens (NFTs) created by The Topps Company, Inc. and its affiliated companies, including Topps Vault, Inc. (“Topps,” “we,” “us,” “our”) (the “Platform”). These Terms and Conditions ("Terms") apply to any websites, applications (mobile or otherwise) and online services (collectively, the “Services”) where the Platform is available. These Terms constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You” or “Your”) and Topps governing your use of the Platform.
YOU AFFIRM THAT YOU ARE AN INDIVIDUAL OVER THE AGE OF 18. THE PLATFORM IS NOT INTENDED FOR ANYONE UNDER THE AGE OF 18 AND YOU MAY NOT USE THE PLATFORM IF YOU ARE UNDER 18. IF WE LEARN OR SUSPECT THAT YOU ARE UNDER 18, WE WILL CLOSE YOUR ACCOUNT.
When you do register with us, you agree to provide accurate, current and complete information about yourself and your location as prompted (such information being the "Registration Data") and to maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or if Topps has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, Topps may terminate your account in its sole discretion. You acknowledge and agree that Topps is not and will not be liable for any loss or damage to you or anyone else arising from your failure to comply with this Section 2.
You acknowledge and agree that Topps is authorized to act on instructions received through use of your Credentials, and that Topps may, but is not obligated to, deny access or block any transaction made through use of your Credentials without prior notice if we believe your password is being used by someone other than you, or for any other reason.
You are responsible for the security of your account and wallet. When registering for the Platform, you will be required to select a username and password that will be used to access your account. You are solely responsible for maintaining the confidentiality of your password, private keys or other access credentials (“Credentials”) and for any use of your Credentials, whether by you or others. You agree to (a) keep your Credentials confidential and not share them with anyone else; (b) immediately notify Topps of any unauthorized use of your Credentials or account or any other breach of security; and (c) use only your Credentials to access the applicable parts of the Platform. You acknowledge and agree that Topps is not and will not be liable for any loss or damage to you or anyone else arising from your failure to comply with this Section 3.
All purchases made on the Platform are final and non-refundable. Purchases may be made by credit card or by using one or more cryptocurrencies that we may elect to accept from time to time. We retain the right in our discretion to limit the dollar (or equivalent in other currencies) amount of any transactions on the Platform, including, without limitation, to limit the amounts that may be charged to a credit card and the number of transactions. Topps is under no obligation to accept cryptocurrencies and we retain the right in our sole discretion to determine what currencies or payment option to accept at any time. You acknowledge and agree that all transactions on the Platform are publicly visible when made.
If you purchase or sell Topps NFTs anywhere else other than through the Platform, you do so entirely at your own risk. We do not monitor or control any purchases or sales outside the Platform.
Once you set up your account and electronic wallet, you may purchase, collect, display, trade and sell your Topps NFTs, subject to these Terms. You may purchase Topps NFTs on the Platform in two ways: (a) by buying Topps NFTs from Topps or (b) by buying Topps NFTs direct from other users in transactions on the Platform. The description of Topps NFTs available for purchase, including, without limitation, the availability and configuration of any Topps NFTs (e.g., packs, single, scarcity, etc.) will be available on the Platform prior to purchase. We reserve the right at any time in our discretion to determine and modify the types, configurations, prices and other components of any Topps NFTs.
You are responsible for all payments, fees and costs when engaging in any transactions involving Topps NFTs, including, without limitation, the purchase price, transaction fees and all other fees associated with you transacting on the Platform. There may be additional fees payable to Topps even if you transact outside the Platform, for example, on another blockchain network. You acknowledge and agree that there are existing smart contracts applicable to each Topps NFT under which Topps is paid an additional gross amount of each sale of your validly purchased Topps NFT on the secondary market, whether on the Platform or on a third-party platform. You also are solely responsible for payment of all national, federal ,state, local or other taxes of any jurisdiction, of whatever nature whether now in effect or imposed in the future by any national federal, state, local, international or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the Platform and your purchase of Topps NFTs from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of Topps NFTs.
You have the limited right to sell or transfer your Topps NFTs provided that (i) the party acquiring your Topps NFTs accepts all of these Terms and any other applicable Third Party Vendor terms, (ii) Topps is paid the applicable transfer or other related compensation fees and (iii) You have not at any time breached this Agreement. You acknowledge and agree that the fees set forth in the preceding sentence may not include, and are not intended to cover, any additional fees that may be imposed or require by the platform through which You may be transferring the Topps NFTs.
You agree that you will not use the Platform to:
By accessing and using the Platform, it is your responsibility to know, understand and abide by all applicable laws and regulations and our Rules of Conduct in this Section 5 (“Rules”). These Rules are not meant to be exhaustive, and Topps reserves the right to determine what types of conduct it considers to be inappropriate use of the Platform and to take such measures as it sees fit in its sole discretion. Topps reserves the right to add to or amend these Rules at any time and without advance notice.
If you violate any of these Rules, we may, in our sole discretion and without any notice or liability to you, immediately suspend or terminate your account, and, if applicable, remove your Topps NFTs from the Platform. Without limiting the foregoing, if we determine, in our sole discretion, that you obtained any Topps NFTs by unlawful or illegal means or by using bots or other similar functionality, we retain the absolute right in our discretion, and without any liability to you, to void any transactions and retain/recapture any Topps NFTs that were purchased through such activities. You acknowledge and agree that Topps is not and will not be liable for any loss or damage to you or anyone else arising from your failure to comply with this Section 5.
With respect to User Materials you directly submit or make available on the Platform or Services, you grant Topps an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Materials (in whole or in part) and to incorporate such User Materials into other works in any format or medium now known or later developed, and for any commercial or non-commercial purposes.
You acknowledge that Topps may or may not pre-screen User Materials, but that Topps and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, and/or move any User Materials that are available via the Platform or Services. Without limiting the foregoing, Topps and its designees shall have the right to remove any User Materials that violate these Terms or are otherwise objectionable at Topps’ sole and absolute discretion. You understand that by using the Platform and Services, you may be exposed to User Materials that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Materials. You further acknowledge and agree that you will not rely on any content available on or through the Platform or Services.
You understand that all postings and content submitted to the Platform or any of the Services by users ("User Materials"), whether privately transmitted or made publicly available, are the sole responsibility of the person from which such User Materials originated. This means that you, not Topps, are entirely responsible for all User Materials that you upload, post, share, e-mail, transmit, or otherwise make available via the Platform or Services. You acknowledge and agree that Topps is not and will not be liable in any way for any User Materials uploaded, posted, shared, e-mailed, transmitted or otherwise made available via the Platform or Services.
Certain Further Restrictions: You may use your Topps NFTs only for your personal, non-commercial use and in connection with the Platform and any platform or marketplace whereby you are able to engage in transaction relating to your Topps NFT. You agree that you are not permitted to (and will not permit any third party to) take any of the following actions:
The Platform and Services: All title, ownership and intellectual property rights in and to the Platform and the Services and the data, information, materials, trademarks, service marks, copyrights, software, photos, videos, images, and other content (collectively, the “Content”) made available through the Platform and Services are owned by Topps or its licensors, as applicable. Unless noted otherwise, you should assume that all Content made available through the Platform and Services are protected by copyright, trademark and other applicable intellectual property law and may not be used except as permitted in these Terms. You acknowledge and agree that the Platform and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Topps, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Content, the Platform and the Services, in whole or in part. Under no circumstances will you obtain any ownership or other rights in the Platform or the Services.
Topps NFTs: Subject to the limitations below, each Topps NFT is managed through the Avalanche Network and therefore all Topps NFTs purchased in accordance with these Terms are owned by you, subject to the restrictions below, and any additional terms and restrictions imposed by the Avalanche Network. Therefore, subject to these Terms, you may sell, trade or otherwise dispose of your validly purchased Topps NFTs. Unless otherwise acquired in violation of these Terms or as otherwise set forth in these Terms, Topps will not alter, recapture or otherwise change your Topps NFTs.
Content of Topps NFTs: The copyright and other intellectual property contained in any Topps NFTs (including, without limitation, any artwork in whatever form (e.g., photographs, video, graphics, logos, images, designs or otherwise)) may be owned by Topps and/or a third party (or third parties). Your purchase of a Topps NFT does not confer on you any such intellectual property rights and you acknowledge and agree that you do not have the right to use such content in any way except as specifically set forth in these Terms. Subject to your compliance at all times with these Terms, your valid purchase of a Topps NFT comes with a limited, worldwide, non-exclusive, non-transferable, royalty-free license to display the content in your NFTs exclusively for your own personal, non-commercial use and in connection with the Platform and any platform or marketplace whereby you are able to engage in transactions relating to your Topps NFT. Because the content may be licensed by a third party other than Topps, there may be additional restrictions associated with the use of any such content and Topps reserves the right to impose any additional restrictions on your ability to use and display such content. You agree to comply at all times with any such additional restrictions.
The licenses and other provisions of this Section 6 apply to the extent that you continue to own the Topps NFT. If you sell, transfer or otherwise dispose of your Topps NFT at any time, all licenses set forth in these Terms will expire upon such sale, transfer or other disposal and you will not have any rights in any content of such Topps NFT.
You agree to defend, indemnify and hold harmless Topps, each of the Third Party Vendors, each of their respective parent companies, affiliates, subsidiaries, employees, contractors, telecommunication providers, content providers, licensors and assignees and their respective officers, directors, employees, contractors and agents from and against any and all liabilities, claims, actions, demands, damages, costs, losses and expenses (including reasonable attorneys’ fees) made by any third party due to or arising out of your use of the Platform or the Services, any transaction resulting from your use of the Platform or Services, your connection to the Platform or Services, your violation of these Terms, your submission, posting, or transmission of User Materials to the Services, and/or your violation of any rights of any other person or party.
Topps reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof), with or without notice at any time. You acknowledge and agree that Topps shall not be liable to you or any third party for any modification, suspension or discontinuance of the Platform.
You agree that Topps may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your access to the Platform. Grounds for such termination shall include, but not be limited to, (a) any breach or violation of these Terms or other Topps agreements or guidelines, (b) any breach or violation of terms or privacy polices of any applicable Third Party Vendors (c) requests by law enforcement or government agencies, (d) a request by you (self-initiated account deletions), (e) discontinuance or material modification of the Platform (or any part thereof), (f) unexpected technical or security issues or problems, (g) your failure to pay any applicable fees (h) extended periods of inactivity and (i) any other grounds provided in these Terms. Termination of your account(s) may include (i) removal of access to the Platform, (ii) at Topps’ sole discretion, the deletion of all of your account information on the Platform, User Materials, and other content associated with your account(s) on the Platform (or any part thereof), and (iii) barring your further use of the Platform. Sections 1 and 3 to 22 will survive the termination or expiration of these Terms for any reason.
Your correspondence or business dealings with, or participation in promotions of, advertisers, buyers, sellers, or agents found on or through the Platform, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You acknowledge and agree that Topps shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on the Platform.
The Platform may provide links to other sites or resources. Because Topps has no control over such sites and resources, you acknowledge and agree that Topps is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Topps shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Topps will not be liable to you, or be deemed to have breached these Terms for any failure or delay in performing any of these Terms if such failure is based on a Force Majeure Event. For purposes of these Terms, “Force Majeure Event” means any act of God, fire, flood, storm or other adverse weather condition or natural disaster, war (declared or undeclared), public disaster, failure of public utilities (including, without limitation, electricity networks, internet network or telecommunications networks), epidemic, pandemic, including, without limitation, the COVID-19 pandemic, terroristic activity, other calamity, strike, or labor difficulties, or any governmental determination, action, regulation, or order, or any other occurrence beyond our reasonable control. We will notify you as soon as reasonably practicable after the occurrence of any such Force Majeure Event and attempt to minimize any impact of any Force Majeure Event; provided that if a Force Majeure Event lasts longer than forty-five (45) consecutive days, then we will have the right to terminate these Terms upon ten (10) days’ notice.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU UNDERSTAND AND AGREE THAT TOPPS AND THRID PARTY VENDORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TOPPS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATING TO: (i) THE USE OF OR THE INABILITY TO USE THE PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (iii) THE PURCAHSE, HOLDING AND/OR SALE OF TOPPS NFTS, WHETHER OR NOT PURCHASED BY YOU, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (vi) ANY OTHER MATTER RELATING TO THE PLATFORM. NOTWITHSTANDING THE LIMITATION ON TOPPS’ AND THIRD PARTY VENDORS’ LIABILITY DESCRIBED IN THE PRIOR SENTENCE, TO THE EXTENT ANY LIABILITY MAY BE ASSESSED AGAINST TOPPS OR ANY THIRD PARTY VENDORS IN CONNECTION WITH THE SERVICES, YOU UNDERSTAND AND AGREE THAT SUCH LIABILITY TO YOU WILL BE LIMITED TO THE THEN-PRESENT U.S. DOLLAR VALUE OF THE SPECIFIC TOPPS NFT TRANSACTION AT ISSUE, VALUED AS OF THE DATE OF THAT TRANSACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH USING THE PLATFORM AND PURCHASING, HOLDING, TRADING OR SELLING TOPPS NFTS, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
ASSUMPTION OF RISK. In addition to assuming the risks outlined above in this Section 16, by purchasing, holding, selling, trading and/or using Topps NFTs, you assume all other risks including, but not limited to, risk of losing access to the Topps NFTs due to loss of private key(s); risk of not being able to sell, transfer or dispose of the Topps NFTs; custodial error or purchaser error; risk of mining attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory treatment or intervention by regulators in one or more jurisdictions; risks related to taxation of NFTs; risks of potential information disclosure; risks of uninsured losses; liquidity risks; other unanticipated risks; and volatility risks.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this Agreement.
Topps may provide you with notices, including those regarding changes to these Terms, by e-mail, regular mail, or postings on the Platform; provided, however, that this Section 18 places no requirements on Topps not already expressly set forth herein.
Nothing contained on the Platform or Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Platform or Services without the written permission of Topps or any third party that may own the trademarks. Your misuse of any trademarks displayed on the Platform or the Services, except as provided in these Terms, is strictly prohibited. You are also advised that Topps will aggressively enforce its intellectual property rights to the fullest extent of the law, including by seeking criminal prosecution.
Topps may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Topps’ Copyright Agent a Notice containing the following information:
Copyright Agent, The Topps Company, Inc., One Whitehall Street, New York, NY 10004.
Topps’ Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached in the following ways:
BY USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
Binding Arbitration: All disputes of any nature whatsoever arising out of or in connection with these Terms, your use of the Platform or your Topps NFTs shall be referred to and resolved exclusively by confidential arbitration in New York, New York. Your agreement to arbitrate applies to Topps, Third-Party Vendors and each of their respective affiliates, subsidiaries, parents, successors and assigns and each of their respective officers, directors, employees, agents or shareholders.
All matters arising out of or in connection with these Terms or your use of the Platform are governed by laws of the State of New York, without regard to its conflict of laws principles. We operate and control the Platform in the United States.
Any arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. Each party shall be responsible for their own fees associated with any such arbitration, unless otherwise determined by the arbitrator. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the forgoing, Topps may seek injunctive or other appropriate equitable relief in any state or federal court in New York, New York, including, without limitation, the enforcement of any arbitration award, and you consent to exclusive jurisdiction and venue in such courts.
This Section 21 shall survive any termination of this Agreement.
Interpretation: These Terms shall be interpreted as to their fair meaning and not for or against any party.
Section Titles. The section titles in these Terms are for convenience only and have no legal or contractual effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Survivorship. You agree that any of your registered accounts on any of the Services are non-transferable and any rights to your user ID or account contents terminate upon your death.
Waiver and Severability of Terms. The failure of Topps to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any part of these Terms is found to be invalid, illegal, void or unenforceable, such part shall be severed from these Terms and the other provisions of the Terms remain in full force and effect.
You agree that you will report any violations of these Terms to [email protected]
Please contact [email protected] by email using the subject line "Terms and Conditions questions" if you have any questions or comments about these Terms