TERMS OF USE

Last Updated: May 22, 2026

Welcome to Topps.com!

These Terms, together with any applicable Supplemental Terms (as defined below) (collectively, the “Agreement”) contain the binding terms and conditions between you and The Topps Company, Inc. (“Topps”) applicable to your access to and use of this website, www.Topps.com, including the mobile version (collectively, the “Website”) and our mobile applications (the “Apps”), if applicable, in each case regardless of how accessed (collectively, the Website and the Apps are referred to as the “Properties”).

These Terms govern:

• Your access and use of the Properties and any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected to the Properties,
• Your creation of your Account (defined below), all transactions or dealings with us or through the Properties in any way, and any of the information, content, functionality and resources published or enabled via the Properties (collectively, the “Services”), and/or
• Any attempt to place a bid on an auction, make an offer on, or purchase any goods or Services offered for sale in or through the Properties (collectively, “Products”), including any Auction Event (as defined in our Auction Terms which are incorporated herein) through the Properties.

IMPORTANT NOTICES

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 18, YOU AND TOPPS AGREE THAT ANY PAST, PENDING, OR FUTURE DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR USE OF THE PROPERTIES OR THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY. YOU MAY NOT PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, QUI TAM, OR REPRESENTATIVE ACTION, NOR MAY YOU SEEK RELIEF ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY AND TO HAVE CLAIMS DECIDED BY A COURT, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.

IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION WITH TOPPS, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE PROCEDURES SET FORTH IN SECTION 18 WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS. IF YOU DO NOT TIMELY OPT OUT, THE ARBITRATION AGREEMENT WILL APPLY TO ALL COVERED DISPUTES TO THE FULLEST EXTENT PERMITTED BY LAW. OPT-OUT REQUESTS RECEIVED AFTER THE 30-DAY PERIOD WILL NOT BE EFFECTIVE. EVEN IF YOU OPT OUT OF THE ARBITRATION AGREEMENT, ALL OTHER PROVISIONS OF THESE TERMS WILL REMAIN IN FULL FORCE AND EFFECT.

Table of Contents

1. Acceptance
2. Supplemental Terms
3. In-App Purchases; Virtual Currency
4. Fanatics ONE & FanCash
5. Certain Restrictions
6. Ownership
7. User Content
8. User Registration
9. Product Images
10. Return Policy
11. User Conduct
12. Third Party Services
13. Properties Management
14. Term and Termination
15. Copyright Infringement Claims; Digital Millennium Act (DMCA) Notice
16. Site Modifications and Interruptions
17. Corrections
18. Violations
19. Binding Arbitration and Class Action Waiver Agreement
20. Indemnification and Release
21. Limitation Of Liability; Disclaimer of Warranties and Conditions
22. Conflicts
23. Assignment
24. Force Majeure
25. One Year Statute of Limitations
26. Governing Law and Jurisdiction
27. Notice
28. Waiver
29. Entire Agreement

1. Acceptance. By accessing any of the Services or using the Properties in any way, including, without limitation, by browsing the Properties, attempting to bid on, make an offer on, or purchase any Products, you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are at least 18 years of age, or the age of legal majority in your jurisdiction if greater, and are legally eligible to use the Properties and Services, and (3) you are an individual user or, if registering for or on behalf of an entity, you have the authority to bind such entity to these Terms.

If you do not agree to be bound by these Terms, you may not access or use the Properties. Your only recourse in the case of your unwillingness to continue to be bound by these Terms is to stop using the Properties.

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE AND MAY BE AMENDED OR SUPPLEMENTED BY TOPPS IN ITS SOLE DISCRETION AT ANY TIME. Updates will be posted on Topps.com and will take effect immediately unless otherwise noted.

You agree that you will be bound by any such changes and that it shall be your responsibility to check the current Terms as posted on the Properties prior to accessing the Properties or participating in any Services. Your non-termination or continued access or use of the Properties after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates. Topps will keep current the “Last Updated” date at the top of these Terms. Any changes to these Terms will be effective as of the “Last Updated” date indicated above, unless otherwise stated.

Topps may require you to provide consent to the updated Agreement in a specified manner before further use of the Properties and/or Services is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Properties and Services and your Account may be terminated at the sole discretion of Topps.

PLEASE REGULARLY CHECK THE PROPERTIES TO VIEW THE THEN-CURRENT TERMS.

Notwithstanding the foregoing, any updated version of these Terms supersedes prior versions solely on a prospective basis. Your agreement to any prior version of these Terms, including without limitation any agreement to arbitrate and any class action waiver, remains valid and enforceable with respect to any disputes, claims, or controversies that arose or relate to conduct occurring before the effective date of the updated Terms. No amendment to these Terms shall be deemed to waive, limit, or impair any rights or obligations that accrued under a prior version of these Terms.

If you previously agreed to an arbitration provision contained in a prior version of these Terms, that agreement to arbitrate continues to apply to all covered disputes unless you validly opt out in accordance with the procedures set forth in the applicable version of the Terms. Termination of your Account or cessation of use of the Properties does not affect the enforceability of any provisions that by their nature are intended to survive termination, including the arbitration agreement and class action waiver. These Terms, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of the Properties and prevail over any terms proposed by you outside these Terms. The access or use of the Properties is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable laws, and is not a basis for the assertion or recognition of any interest, right, remedy, power, or privilege. The laws of some jurisdictions may limit or prohibit enforcement of certain provisions of the Terms, in which case, the Terms will apply only to the maximum extent permitted by the laws of such jurisdictions.

3. In-App Purchases; Virtual Currency.

3.1 Topps may provide certain Products and Services for purchase within the Apps (each an “In App Purchase”). In App Purchases (a) may include additional functionality, content, or subscription access to content or services, (b) can be downloaded only once, and (c) may be subject to additional terms within the In App Purchase.

3.2 Once you have received an In App Purchase, you are responsible for any loss or damage to the In App Purchase and Topps shall have no liability in such circumstances, regardless of cause. You expressly understand and agree that our Apps and your use of an In App Purchase is at your sole risk and that our Apps and In App Purchase are provided “as is” and “as available.” All In App Purchases (whether of content-based or virtual currency) are final. Once you have made an In-App Purchase, Topps encourages you to promptly take the necessary steps to complete your transaction (e.g., activate or download any content).

3.3 Certain In App Purchases may include renewable subscriptions (“In App Subscriptions”). If you purchase an In-App Subscription, your In App Subscription will continue at the regular subscription price using the payment mechanism you provided for the initial subscription. Topps reserves the right to terminate an In App Subscription at any time and change subscription terms and prices from time to time, effective as of the beginning of the next subscription term.

3.4 Some of our Apps contain virtual currency. If applicable, you may purchase or earn coins or other types of virtual currency within our Apps using real currency. All virtual currency purchased is subject to payment terms and conditions of the applicable app store controlled by a third party. Topps does not control how you can pay such third parties. You may use virtual currency to purchase digital assets, content or other goods in the Apps (“Topps Content”). Notwithstanding any such purchase, as stated in these Terms, all rights, title, and interests in and to the Topps Content, including all copyrights, trademarks, and other intellectual property rights therein, are held by Topps or its licensors. Virtual currency may never be redeemed or exchanged for real money, goods, services or any other item with real monetary value. You may not transfer any virtual currency to any other party (whether within or outside the Apps). Topps has the right to regulate, modify, eliminate or otherwise change the terms of its virtual currency at any time, without notice.

Topps reserves the right to limit, modify, or discontinue participation in Fanatics ONE or the availability of FanCash on the Properties at any time and for any reason.

Your participation in Fanatics ONE and use of FanCash on the Properties is governed by these Terms, the Fanatics ONE Terms, and the FanCash Terms, each of which is incorporated herein by reference. By enrolling in or participating in Fanatics ONE, or earning or redeeming FanCash, you agree to be bound by all such terms, including the mandatory arbitration provisions contained therein.

Any suspected misuse, abuse, or fraudulent behavior related to Fanatics ONE or FanCash may result in forfeiture of rewards, account suspension, or other remedial actions. Topps reserves the right to take any action it deems appropriate in response to violations of these Terms or the Fanatics ONE Terms.

5. Certain Restrictions. You agree that you will not, will not attempt to, and will not allow any third party to:

5.1 license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Properties, the Services, or any portion of the Properties and/or Services;

5.2 frame or utilize framing techniques to enclose any of the Marks (as defined below) or other trademark, logo, or other intellectual property (including images, text, page layout or form) of Topps (collectively and without limitation, the “Topps IP”);

5.3 use any metatags or other “hidden text” using Topps’s name or any Topps IP;

5.4 modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Properties and/or Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;

5.5 use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any portion of the Properties and/or Services;

5.6 access the Properties and/or Services to build a similar or competitive digital property, Properties, application or service;

5.7 copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Properties and/or Services, except as expressly stated herein; and/or

5.8 remove, alter, or destroy any copyright or trademark notices or other proprietary markings contained on the Properties or within any Services.

5.9 Any future release, update, or other addition to the Properties and/or Services shall be subject to these Terms.

Topps, its affiliates, suppliers, and service providers reserve all rights not explicitly granted in these Terms. Any unauthorized use of the Properties and/or the Service automatically and immediately terminates the licenses granted by Topps pursuant to these Terms. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Properties and/or Services is personal to you, you may not assign or transfer your right; any attempt to do so is void.

6. Ownership.

6.1 Topps Ownership. You agree that Topps and, as applicable, its licensors and suppliers own all right, title and interest in and to the Properties and the Services, including the information, Products, Topps Content, and resources available through the Properties and/or Services (including without limitation Topps IP, titles, computer code, concepts, artwork, methods of operation, moral rights, and documentation).

6.2 Trademarks. Topps’s stylized name and all related graphics, logos, trademarks, and trade names used in connection with the Properties and/or Services (the “Marks”) are the trademarks of Topps and may not be used without permission in connection with your or any third-party product or service. Other trademarks, logos, and trade names that may appear on the Properties are the property of their respective owners.

6.3 Feedback. You agree that submission of any content or materials, including without limitation ideas, suggestions, reviews, documents, and/or proposals of any kind, to Topps at Topps’s request or through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Topps has no obligation (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You grant to Topps a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Properties and/or Services and/or Topps’s business, and for any other purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same.

6.4 Intellectual Property Rights. The Properties, Services, Topps Content, and Topps IP, including the Marks are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Properties and/or Services and the Marks are provided on the Properties “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Properties and no Services, Topps IP, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, modified, or otherwise exploited for any commercial purpose whatsoever, without Topps’s express prior written permission. Provided that you are eligible to use the Properties, you are granted a limited license to access and use the Properties and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. Topps reserves all rights not expressly granted to you in and to the Properties, the User Content (defined below), and the Marks.

7. User Content.

7.1 Content Generally. To the extent that you upload, post, e-mail, transmit or otherwise make available any content, including, for example and without limitation, Product descriptions, reviews, chats, etc. (such content collectively, “User Content”) through the Properties: (a) you, and not Topps, are entirely responsible for all such User Content; and (b) other users, and not Topps, are similarly responsible for all User Content that such other users make available through the Properties.

7.2 Content Submission. By submitting User Content, you represent and warrant that each time you submit any User Content that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to the User Content (a) you own or otherwise control all of the rights to your User Content, or you have the lawful right to submit the User Content and grant Topps the rights to it that you are granting by these Terms and any applicable Supplemental Terms, all without any obligation by Topps to obtain consent of any third-party and without creating any obligation or liability as to Topps, (b) you have obtained all required consents and releases, including, but not limited to, the right to use an individual’s name and likeness in accordance with an individual’s right of publicity, (c) you have not and will not violate any individual’s rights, including without limitation any intellectual property rights or rights under applicable privacy laws, (d) the use of your User Content does not violate these Terms or applicable law, and will not violate any rights of or cause injury to any person or entity, and that (e) to the greatest extent permitted by law, you irrevocably and unconditionally waive any and all moral rights whatsoever, or any rights of a similar nature, in your User Content, for the benefit of or in favor of Topps, including any right to be associated with your User Content (right of paternity) or any right to restrict or prevent the modification or use of your User Content in any manner whatsoever (right of integrity). To the extent you retain any such moral rights under applicable law, you agree not to assert them against Topps or other users in any manner whatsoever.

7.3 Restrictions on User Content. It is important that the Properties and/or Services be used safely, and in accordance with the law, for the enjoyment of all users. You agree that you will not, will not attempt to, and will not allow any third party to:

7.3.1 promote any illegal activity, or advocate, promote or assist any unlawful act;

7.3.2 violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise conflict with the Terms, the Supplemental Terms, or the Privacy Policy;

7.3.3 transmit any material or content that violates these Terms such as material that is pornographic, dehumanizing, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, xenophobic, or illegal;

7.3.4 transmit any material or content that attempts to falsely state or otherwise misrepresent your identity or affiliation with a person or entity;

7.3.5 transmit material or content that promotes, provides, or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group;

7.3.6 transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or

7.3.7 transmit or encourage the transmission of any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, patent, or right of publicity, or which otherwise constitutes or promotes counterfeit materials or goods.

7.4 No Obligation to Pre-Screen User Content. You acknowledge that Topps has no obligation to pre-screen User Content, although Topps reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By accessing the Properties, you irrevocably consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content, including any review or Feedback (as defined below) provided to Topps. If Topps pre-screens, refuses or removes any User Content, you acknowledge that Topps will do so for Topps’s benefit, not yours. Without limiting the foregoing, Topps shall have the right to remove at its sole discretion any User Content that violates these Terms or is otherwise objectionable.

7.5 Storage and Maintenance. Unless expressly agreed to by Topps in writing elsewhere, Topps has no obligation to store or otherwise maintain any User Content. Topps has no responsibility or liability for: (a) the deletion or accuracy of any User Content, including any User Content provided by you; (b) the failure to store, transmit or receive transmission of User Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the Properties and/or Services.

8. User Registration.

8.2 Eligibility. By registering an Account, you represent, warrant, and covenant that you are at least 18 years old or of legal age to form a binding contract and not a person barred from using the Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account, including the posting of any User Content. You agree that you shall monitor your Account to restrict use by unauthorized users, and you will accept full responsibility for any unauthorized use of the Properties and/or Services by unauthorized users of your Account. You may not share your Account or password with anyone, and you agree to (a) notify Topps immediately of any unauthorized use of your password or any other breach of security; and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Topps has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Topps has the right to suspend or terminate your Account and refuse any and all current or future use of the Properties and/or Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any time. Topps reserves the right to remove or reclaim any usernames in its sole discretion at any time and for any reason, including without limitation claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Properties and/or Services if you have been previously removed or banned by Topps from any use of the Properties and/or Services. Lastly, you are responsible for determining whether the sale or purchase of the items or services on the Properties by you are lawful, and you represent that the sale, purchase and use of the items or services sold or purchased by you on the Properties are lawful in your state of residence or possession or use of the item or service.

8.3 Access Through Third-Party Accounts. You may be able to register for or login to your Account using a valid account on a third-party service supported by the Properties (“Third-Party Account”). If you access the Properties through a Third-Party Account, you represent that you are entitled to disclose your Third-Party Account login information to us or otherwise grant us access to your Third-Party Account (including without limitation for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Topps to pay any fees or making Topps subject to any usage limitations imposed by such third-party service providers. By granting Topps access to any Third-Party Accounts, you understand that Topps may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account that is available on or through the Properties and/or Services in accordance with the functionality of the Properties and/or Services. All such content shall be your User Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Properties. Please note that if a Third-Party Account or associated service becomes unavailable, or Topps’s access to such Third-Party Account is terminated by the third-party service provider, then your User Content may no longer be available on and through the Properties. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TOPPS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.

8.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Topps.

9. Product Information. Topps makes efforts to display features, including the colors, specifications, designs, relics, signatures, and other details, of the products available on the Properties. However, Topps does not guarantee that the displayed features will be accurate, complete, reliable, current, or free of other errors, or that they reflect the final contents or designs of the product. Your electronic display may not accurately reflect the actual colors and details of the products. Product checklists and odds provided by Topps reflect the intended configuration of that product at the time of production, but actual contents and odds may vary.

10. Return Policy. ALL SALES ARE FINAL. TOPPS DOES NOT ACCEPT RETURNS EXCEPT IN RARE CIRCUMSTANCES. For more information, please visit our Returns Policy.

11. User Conduct.

11.1 Cheating and Hacking. You agree that you will not, under any circumstances:

11.1.1 Interfere with or damage the Properties and/or Services, including, without limitation, by using viruses, cancel bots, Trojan horses, harmful code, flood pings, denial- of-site attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;

11.1.2 Modify or cause to be modified any files that are a part of the Properties and/or Services;

11.1.3 Disrupt, overburden, or aid or assist in the disruption or overburdening of: (a) any computer or server used to offer or support the Properties and/or Services; or (b) the enjoyment of the Properties and/or Services by any other person;

11.1.4 Institute, assist, or become involved in any type of attack on the Properties and/or Services or other attacks or attempts to disrupt the Properties and/or Services;

11.1.5 Attempt to gain unauthorized access to the computers, servers or networks connected to the Properties and/or Services by any means other than the user interface provided by Topps, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Properties and/or Services;

11.1.6 Access, tamper with or use non-public areas of the Properties and/or Services, Topps’s computer systems, and/or the technical delivery systems of Topps’s providers;

11.1.7 Attempt to probe, scan, or test the vulnerability of any Topps system or network, or breach any security or authentication measures;

11.1.8 Disrupt or interfere with the security of, or otherwise cause harm to, the Properties and/or Service, systems, resources, servers, or networks connected to or accessible through the Properties and/or Services or any affiliated or linked sites; or

11.1.9 Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Topps or any of Topps’s affiliates or providers or any other third party (including another user) to protect the Properties and/or Services.

11.2 Commercial Activities. You may not access or use the Properties for any purpose other than that for which Topps makes the Properties available. The Properties may not be used in connection with any commercial endeavors except those that are expressly authorized by Topps. You agree that you will not, under any circumstances (except to the extent expressly authorized by these Terms):

11.2.1 Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Properties and/or Services, or access to or use of the Properties and/or Services;

11.2.2 Upload, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with the Properties;

11.2.3 use the Properties as part of any effort to compete with Topps or otherwise use the Properties or the Content for any revenue-generating endeavor or commercial enterprise;

11.2.4 Use the Properties or any part thereof for any commercial purpose without Topps’s prior written consent, including, but not limited to, communicating, or facilitating any commercial advertisement or solicitation; or

11.2.5 Market any goods for any business purposes on or in connection with the Properties and/or Services without Topps’s prior written consent.

11.3 Unauthorized Use or Access. You agree that you will not, under any circumstances:

11.3.1 Use the Properties for any illegal purpose including, without limitation, engaging in fraud, misrepresentation, or shill bidding;

11.3.2 Interfere or attempt to interfere with the proper functioning of the Properties and/or Services or connect to or use the Properties and/or Services in any way not expressly permitted by these Terms;

11.3.3 systematically retrieve data or other content from the Properties to create or compile, directly or indirectly, a collection, compilation, database, or directory;

11.3.4 Use, display, mirror or frame the Properties and/or any Services, or any individual element within the Properties and/or any Services, Topps’s name, any Topps IP or other proprietary information, or the layout and design of any page or form contained on a page, without Topps’s express written consent;

11.3.5 Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Properties and/or any Services or that is in transit from or to the Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Properties and/or any Services;

11.3.6 Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Properties and/or Services, whether by using a network analyzer, packet sniffer or other device;

11.3.7 Make any automated use of the Properties and/or any Services, such as by creating user accounts by automated means, or take any action that imposes or may impose (in Topps’s sole discretion) an unreasonable or disproportionately large load on the infrastructure of the Properties and/or any Services;

11.3.8 Bypass any robot exclusion headers or other measures Topps takes to restrict access to the Properties and/or Services, or use any software, technology, or device to send content or messages, scrape, spider or crawl on the Properties, or harvest or manipulate data;

11.3.9 Use, facilitate, create, or maintain any unauthorized connection to the Properties and/or any Services, including, but not limited to: (a) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Properties and/or Services; or (b) any connection using programs, tools or software not expressly approved by Topps;

11.3.10 Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Properties and/or Services;

11.3.11 Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

11.3.12 Solicit or attempt to solicit personal information from other users of the Properties;

11.3.13 trick, defraud, or mislead Topps or other users, especially in any attempt to learn sensitive account information such as user passwords;

11.3.14 make improper use of the Properties’ support features or submit false reports of abuse or misconduct;

11.3.15 use any information obtained from the Properties to harass, abuse, or harm another person;

11.3.16 harass, annoy, intimidate, or threaten any Topps employees or agents engaged in providing any portion of the Properties to you;

11.3.17 Register for more than one Account at any given time or register for an Account on behalf of an individual other than yourself;

11.3.18 Use the Properties and/or Services to collect, harvest, transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

11.3.19 Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”); or

11.3.20 Otherwise use the Properties and/or Services for purposes other than those for which they were designed.

11.4 Other. You agree not to initiate chargebacks or payment disputes in bad faith. If you initiate a chargeback without a valid basis, we may suspend or terminate your Account and recover associated fees, costs, and expenses incurred by Topps.

12. Third Party Services. The Properties may contain links to third-party properties (individually, a “Third Party Property” and collectively, “Third Party Properties”). When you click on a link to a Third Party Property, Topps may not warn you that you have left the Properties and are subject to the terms and conditions (including privacy policies) of another property. Such Third Party Properties are not under the control of Topps. Topps is not responsible for any Third Party Properties. Topps provides navigation to these Third Party Properties only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Properties or any product or service provided in connection therewith. You use all Third Party Properties at your own risk. When you leave our Properties, these Terms no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Property, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. Properties Management. Topps reserves the right, but not the obligation, in its sole discretion to: monitor the Properties for violations of these Terms, take appropriate legal action against anyone who violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities, and otherwise manage the Properties in a manner designed to protect Topps’s rights and property and to facilitate the proper functioning of the Properties.

14. Term and Termination.

14.1 Term. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Properties and/or Services, unless terminated earlier in accordance with these Terms.

14.2 Prior Use. Notwithstanding the foregoing, you acknowledge and agree that these Terms commenced on the earlier to occur of (a) the date you first used the Properties; or (b) the date you accepted these Terms and will remain in full force and effect while you use the Properties, unless earlier terminated in accordance with these Terms.

14.3 Termination of Agreement by Us. Topps may, at any time and in its sole discretion, suspend, restrict, or terminate these Terms and/or your Account or access to all or any portion of the Properties and/or Services, immediately and without prior notice, including if Topps reasonably determines that such action is necessary to enforce these Terms, protect the integrity, security, or functionality of the Properties, prevent fraud or abuse, comply with applicable law, or protect the rights, property, or safety of Topps, its users, licensors, athletes, partners, or the public. Without limiting the foregoing, Topps may suspend or terminate your Account if we suspect or determine that you:

14.3.1 violate these Terms or any applicable policies or guidelines;

14.3.2 engage in fraudulent, deceptive, or abusive conduct;

14.3.3 use bots, scripts, automated purchasing tools, or other unfair purchasing methods;

14.3.4 circumvent or attempt to circumvent purchase limits, promotional restrictions, geographic controls, or eligibility requirements;

14.3.5 initiate improper or bad faith chargebacks or payment disputes;

14.3.6 infringe or misuse any intellectual property rights, including athlete name, image, or likeness rights;

14.3.7 engage in unauthorized resale or commercial exploitation of Products or digital content;

14.3.8 interfere with or disrupt the operation, security, or integrity of the Properties; or

14.3.9 provide false, inaccurate, or misleading information in connection with your Account.

Termination or suspension may include, without limitation: (i) cancellation of pending or future orders; (ii) removal of the Properties (including the Apps) and access to any offerings within the Properties; (iii) deletion, deactivation, or restriction of Account information, User Content, or other materials associated with your Account, subject to applicable law and Topps’ record retention obligations; (iv) forfeiture of promotional credits, FanCash, loyalty rewards, or similar benefits; and (v) barring further access to or use of the Properties. If the Apps or any digital platform or feature is discontinued or your access is terminated, digital content, virtual items, or other digital Products associated with your Account may become inaccessible, non-downloadable, or non-transferable, and Topps shall have no liability arising from such discontinuation or termination to the fullest extent permitted by law. Topps may disclose information relating to your use of the Properties to comply with applicable law, legal process, or governmental request; to enforce these Terms; to detect, prevent, or address fraud or security issues; or to protect the rights, property, or safety of Topps, its users, or the public. Termination of these Terms and/or your Account does not limit any other rights or remedies available to Topps at law or in equity.

14.4 Termination of Agreement by you. You may terminate these Terms at any time by (a) closing your Account through the functionality made available on the Properties, and (b) ceasing all use of the Properties. You may also provide written notice of termination to Topps at The Topps Company, Inc., 95 Morton Street, 4th Floor, New York, NY 10014, Attn: Legal Department, or through any other contact method designated on the Properties. Termination by you will be effective upon confirmation of Account closure by Topps or deactivation of your Account, as applicable. Termination does not relieve you of any obligations incurred prior to termination, including payment obligations, chargeback liabilities, or other amounts owed. Completed transactions will not be reversed or refunded except as expressly provided in these Terms or required by applicable law. The provisions of these Terms that by their nature should survive termination shall survive, including without limitation provisions relating to intellectual property, dispute resolution and arbitration, class action waiver, limitation of liability, indemnification, and any accrued rights or remedies.

14.5 Effect of Termination. Topps will not have any liability whatsoever to you for any suspension or termination of your access to the Properties and/or Services. All provisions of these Terms which by their nature should survive, shall survive termination, including without limitation, ownership provisions, warranty disclaimers, indemnification, dispute resolution, limitation of liability, and general provisions.

15. Copyright Infringement Claims; Digital Millennium Act (DMCA) Notice. If you believe that your work has been copied and posted on the Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Before you file your notice, please carefully consider whether the use of the copyrighted material at issue is protected by the Fair Use doctrine. If you file a notice when there is no infringing use, you could be liable for costs and attorneys’ fees. Contact information for Topps’s Copyright Agent for notice of claims of copyright infringement is:

The Topps Company, Inc.

95 Morton Street, 4th Floor

New York, NY 10014

Attn: Collectibles IP CounselEmail: [email protected] with subject line DMCA

If content that you have uploaded to the Properties has been removed or disabled due to a third-party’s complaint of copyright infringement, you may file a counter-notification. To be effective, the counter-notification must be a written communication sent to the Copyright Agent address listed above that includes the following: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (e) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Topps may be found, and that you will accept service of process from the person who provided the initial infringement notification or an agent of such person.

If you have a claim related to trademarks, patents, intellectual property, or any other matter other than copyright, please contact us at [email protected]. Please provide detailed information regarding the nature of your complaint, including but not limited to your name and contact information, the subject matter of the complaint, and any additional information that Topps may require to review the matter and take action (or take no action) as may be appropriate. Please be advised that Topps may share the details of your complaint with the user that owns the User Content that is the subject of your complaint, or with appropriate authorities (including law enforcement authorities) if Topps in its sole discretion believes that such action is necessary, or if Topps is obligated to do so by law.

16. Site Modifications and Interruptions.

16.1 Modifications. Topps reserves the right to change, modify, or remove the contents of the Properties at any time or for any reason in its sole discretion without notice. Topps has no obligation to update any information on the Properties and reserves the right to modify or discontinue all or part of the Properties without notice at any time. Topps is not liable to you or any third party for any modification, suspension, or discontinuance of the Properties.

16.2 Unavailability. The Properties may be unavailable from time to time. Topps may experience hardware, software, or other problems or need to perform maintenance related to the Properties, resulting in interruptions, delays, or errors. Topps reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Properties at any time or for any reason without notice to you. You agree that Topps has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Properties during any downtime or discontinuance of the Properties. Nothing in these Terms will be construed to obligate Topps to maintain and support the Properties or to supply any corrections, updates, or releases.

16.3 Corrections. There may be information on the Properties that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Topps reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Properties at any time, without prior notice.

17. Violations.

17.1 If Topps becomes aware of any possible violations by you of these Terms, Topps reserves the right to investigate such violations. If, because of the investigation, Topps believes that criminal activity has occurred, Topps reserves the right to refer the matter to, and to cooperate with, all applicable legal authorities. Topps is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Properties, in Topps’s possession in connection with your use of the Properties and/or Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce these Terms; (c) respond to your requests for customer service; or (d) protect the rights, property or personal safety of Topps, its users or the public, and all law enforcement or other government officials, as Topps in its sole discretion believes to be necessary or appropriate.

17.2 If Topps determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for the Properties, Topps reserves the right to:

17.2.1 Warn you via e-mail (to any e-mail address you have provided to Topps) that you have violated these Terms;

17.2.2 Suspend or terminate your access to the Properties (pursuant to Section 13 above) and/or

17.2.3 Pursue any other action which Topps deems appropriate.

18. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.

PLEASE READ THIS ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (THE “ARBITRATION AGREEMENT”) CAREFULLY BECAUSE IT REQUIRES YOU AND TOPPS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND TOPPS CAN SEEK RELIEF FROM EACH OTHER.

THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU OR TOPPS CURRENTLY POSSESS AND ANY CLAIMS THE PARTIES MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS OF USE IN ORDER TO USE THE PROPERTIES OR SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF THE PROPERTIES OR SERVICES, THERE IS AN OPTION, DESCRIBED BELOW, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT OUT IS TIME-LIMITED TO 30 DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU RESIDE IN OR ACCESS THE PROPERTIES OR SERVICES WHILE LOCATED IN THE UNITED STATES, THIS SECTION 18 SHALL BE CONSTRUED UNDER AND GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”), NOTWITHSTANDING ANY OTHER CHOICE-OF-LAW PROVISION IN THESE TERMS.

THIS ARBITRATION AGREEMENT INCLUDES AN ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND TOPPS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY. THIS ARBITRATION AGREEMENT ALSO REQUIRES THAT ANY DISPUTE SHALL PROCEED FOR YOUR OWN LOSSES ONLY. YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER, OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION, OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS.

18.1 Acceptance of Arbitration Agreement. By accessing or using the Properties or Services in any manner, including without limitation browsing the Properties, creating an Account, attempting to purchase or purchasing any Products, submitting a redemption request, participating in any promotion, loyalty program, or other offering, or otherwise interacting with Topps through the Properties or Services, you confirm that you have read and agree to this Arbitration Agreement. Except to the extent that you may opt out as provided below, this Arbitration Agreement applies to all of your activity relating to the Properties and Services and all transactions or interactions with Topps, including events, transactions, or conduct occurring before your acceptance of any version of these Terms, to the fullest extent permitted by law.

18.2 Scope of Agreement to Arbitrate. You and Topps agree that any past, pending, or future dispute, claim, or controversy, including, without limitation arising out of or relating in any way to: (a) your access to, use of, or inability to access or use the Properties or Services; (b) your creation, maintenance, suspension, or termination of an Account; (c) any attempt to purchase, purchase, cancellation, return request, chargeback, or other transaction involving Products or Services; (d) any submission of a redemption request, warranty claim, or customer service request; (e) any promotion, sweepstakes, loyalty program, FanCash, or other offering; (d) any Product images, descriptions, specifications, odds, checklist information, or representations; (f) any communications between you and Topps relating to the Properties or Services; (g) these Terms or the Privacy Policy; or (h) the breach, enforcement, construction, validity, interpretation, scope, or arbitrability of this Arbitration Agreement or any other provision of these Terms (each of the foregoing, a “Dispute”) shall be resolved exclusively by final and binding arbitration on an individual basis, except as expressly provided below.

You and Topps further agree that the arbitrator, and not any court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, formation, or scope of this Arbitration Agreement.

18.3 Small Claims Court. Notwithstanding the foregoing, either party may bring an individual claim in small claims court if the claim remains on an individual basis and is within that court’s jurisdiction.

18.4 CLASS ACTION AND REPRESENTATIVE WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. YOU MAY NOT PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, QUI TAM, OR OTHER REPRESENTATIVE ACTION, NOR MAY YOU SEEK RELIEF ON BEHALF OF OTHERS.

The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

18.5 Intellectual Property Carve-Out. Notwithstanding the requirement to arbitrate, you and Topps are not required to arbitrate claims for alleged infringement or misuse of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents. Either party may seek injunctive relief in a court of competent jurisdiction for such claims.

18.6 Separate Agreement. This Arbitration Agreement is governed by the FAA and constitutes a separate agreement from the remainder of these Terms. Any alleged invalidity of other provisions of the Terms shall not affect the enforceability of this Arbitration Agreement.

18.7 Applicable Law. While the FAA governs this Arbitration Agreement, to the extent state law is applied, the law of the State of Delaware shall apply, without regard to conflict-of-law principles.

18.8.1 Arbitration Procedures.

18.8.1.1 The arbitration will be handled by a sole arbitrator.

18.8.1.2 The arbitrator must be a practicing attorney or retired federal judge with at least ten years of experience in complex business disputes.

18.8.1.3 The JAMS Streamlined and Expedited Procedures shall not apply unless agreed by the parties.

18.8.1.4 The arbitrator may hear dispositive motions at the outset of arbitration.

18.8.1.5 You will be required to pay no more than $250 in filing fees. Topps will pay the remaining administrative fees.

18.8.1.6 The arbitrator may award relief available in an individual lawsuit under applicable law, subject to the limitations of liability set forth in these Terms.

18.8.1.7 The arbitrator shall issue a written, reasoned award.

18.8.1.8 Proceedings shall be confidential except as required by law.

18.8.2 Batch Arbitration / Mediation. If 20 or more similar arbitration demands are submitted against Topps by or with the assistance of the same or coordinated counsel within a 60-day period, JAMS shall administer the demands in batches consistent with its Mass Arbitration Procedures. The first batch shall consist of no more than 25 demands. Following resolution of the first batch, the parties shall participate in mediation before a JAMS mediator of all remaining claims. Remaining claims shall proceed in batches of no more than 100 demands per batch. Each batch shall proceed as a single arbitration with one arbitrator and one set of filing and administrative fees.

18.8.3 Certification. By submitting a demand for arbitration, a party certifies that the claims are not presented for any improper purpose and are warranted by existing law or a non-frivolous argument for modification of law. The arbitrator may impose sanctions consistent with Federal Rule of Civil Procedure 11 principles.

18.9 OPTION AND PROCEDURE TO OPT OUT. If you have not previously agreed to an arbitration provision with Topps, you may opt out by sending written notice within 30 days of first accepting these Terms. To opt out, you must send an email to [email protected] with the subject line “Arbitration Opt-Out” and include your full name, mailing address, and the email associated with your Account. Requests received after the 30-day period will not be effective. Even if you opt out of arbitration, all other provisions of these Terms remain in effect.

18.10 Severability. If any portion of this Arbitration Agreement is found unenforceable, the remainder shall remain in full force and effect, except that if the Class Action Waiver is found unenforceable, this entire Arbitration Agreement shall be null and void.

18.11 Survival. This Section 18 survives termination of your Account, cessation of use of the Properties or Services, and any amendment to these Terms.

END OF SECTION 18 ARBITRATION AGREEMENT

19. Indemnification and Release.

19.1 Indemnification. You agree to indemnify, defend and hold harmless Topps, its parents, affiliates, subsidiaries, business partners, licensors, and their respective owners, subsidiaries, affiliates, officers, directors, managers, employees, agents, partners, suppliers, consultants, advertisers, payment services promoters, and their agents, employees, officers, directors, successors, and assigns (each, a “Topps Party” and, collectively, the “Topps Parties”) against any first-party or third-party claim, suit, action, judgment, liabilities, loss, cost, expenses and other damages, including court costs and attorney’s fees, arising from or related to (a) your account and use of, or inability to use, the Properties and/or Services; (b) your breach or alleged breach of these Terms or the terms of any other agreement between you and Topps; (c) your violation of any rights of another party (including another user); (d) your violation of any applicable laws, rules or regulations; (e) any decision you make based on information or other Content made available to you through the Properties; or (f) any actual or alleged wrongful or negligent act or omission by you or anyone acting on your behalf. If you have a dispute with any third party (such as a payment processor or third-party website), you release the Topps Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. In entering this release, you waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Topps reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Topps in asserting any available defenses. This provision does not require you to indemnify any of the Topps Parties for such party’s fraud or willful misconduct in connection with the Properties or any Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms and/or your access to the Properties and/or Services.

19.2 Release. You hereby release and discharge the Topps Parties from any and all claims, liabilities, demands, damages, losses, and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of or relating to your use of the Properties or Services, including any interactions or disputes with third parties arising from or related to your use of the Properties or Services.

If you are a California resident, you waive California Civil Code §1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Nothing in this release shall limit or exclude any rights that cannot be waived under applicable law, including claims based on fraud, deception or intentional misconduct by Topps.

20. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES AND CONDITIONS.

20.1 LIMITATION OF LIABILITY. BY ACCESSING THE PROPERTIES, USING THE SERVICES OR DOWNLOADING THE PROPERTIES, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NONE OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY OF TOPPS PARTIES ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE PROPERTIES AND/OR SERVICES, OR BROWSING OF THE PROPERTIES AND/OR SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PROPERTIES AND/OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF THE TOPPS PARTIES IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID TOPPS IN THE 180 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. WITHOUT LIMITING THE FOREGOING, THE TOPPS PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PROPERTIES. THE TOPPS PARTIES CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PROPERTIES. MOREOVER, WITHOUT LIMITING THE FOREGOING, THE TOPPS PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY INFRINGEMENT OF PATENTS OF ANY THIRD PARTIES.

20.2. DISCLAIMERS. THE PROPERTIES, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SERVICES, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY: (A) THAT THE PROPERTIES AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (B) THAT DEFECTS OR ERRORS IN THE PROPERTIES AND/OR SERVICES WILL BE CORRECTED; (C) THAT THE PROPERTIES AND/OR SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE PROPERTIES AND/OR SERVICES; (E) THAT YOUR USE OF THE PROPERTIES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; (F) THAT TRANSMISSIONS OR DATA WILL BE SECURE; OR (G) THAT THIRD PARTIES ACCESSING OR USING THE PROPERTIES AND/OR SERVICES WILL NOT INFRINGE ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT.

20.3. EXCEPTIONS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice:

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N – 112, Sacramento, CA 95834, or by telephone at 1 (800) 952-5210.

20.4. NO LIABILITY FOR CONDUCT OF THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE TOPPS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ANY OF THE TOPPS PARTIES LIABLE, FOR THE CONDUCT, CONTENT AND COMMERCIAL ACTIVITY OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, OTHER USERS, MERCHANTS, EVENT SPONSORS AND ANY PUBLISHERS ON THE PROPERTIES AND/OR SERVICES, AND THAT THE RISK OF INJURY FROM YOUR INTERACTIONS WITH SUCH THIRD PARTIES ON OR AS A RESULT OF THE PROPERTIES AND/OR SERVICES RESTS ENTIRELY WITH YOU.

21. Conflicts. If there is any conflict or inconsistency between these Terms and any other statements, descriptions, or terms that may appear, be seen or heard on or within our Products, packaging, promotional materials, marketing or customer service communications, or otherwise, these Terms will control and govern.

22. Assignment. These Terms and your rights and obligations hereunder may not be assigned, delegated, or transferred by you, either in whole or in part, without the express prior written consent of Topps, and any purported assignment, delegation, or transfer in violation hereof shall be void. Topps may freely assign these Terms.

23. Force Majeure. The occurrence of any event beyond the control of a party, which prevents either party from complying with any of its obligations hereunder, including but not limited to: acts of God, such as, but not limited to, fires, floods, explosions, earthquakes, drought, war, embargoes, invasions, epidemics, pandemics, rebellion, revolution, civil war, nuclear contamination, riot, strikes, civil unrest, acts or threats of terrorism, or compliance with the laws of the United States or with the orders or policies of any governmental authority, shall be considered “Force Majeure”. In such event, neither party shall be considered in breach of their obligations hereunder. The party that is prevented from carrying out its obligations hereunder as a result of an event of Force Majeure shall give notice to the other party of the event of Force Majeure upon it being foreseen by, or becoming known to, the affected party. If an event of Force Majeure occurs and its effect continues for a period of 60 days, either party may give written notice of termination to the other party.

24. One Year Statute of Limitations. To the fullest extent permitted by law, you and Topps agree that any claims, regardless of form, arising out of or related to the Properties, Services, these Terms, or Privacy Policy must BE FILED within ONE YEAR of the action, omission, event or occurrence giving rise to the claim or suit, after which such claims will be time-barred and prohibited, without regard to any longer period of time which may be provided by any period of limitation or repose by law or statute.

25. Governing Law and Jurisdiction. Any obligation based upon these Terms has been entered into, and shall be construed, enforced, and governed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. Except as set forth in the Arbitration Agreement (Section 18), venue and jurisdiction for any proceedings arising out of any obligation based upon these Terms shall apply exclusively in the state and federal courts of Delaware, United States of America. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.

26. Notice. Where Topps requires that you provide an e-mail address, you are responsible for providing Topps with your most current e-mail address. If the last e-mail address you provided to Topps is not valid, or for any reason is not capable of delivering to you any notices permitted by these Terms, Topps’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Topps at the following address: The Topps Company, Inc., 95 Morton Street, 4th Floor, New York, NY 10014, ATTN: Legal Department. Such notice shall be deemed given when received by Topps by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

27. Waiver. Any waiver of failure to enforce any term or provision of these Terms shall not be construed as a waiver of any subsequent breach, and shall not in any way affect, limit, or waive a party’s right thereafter to enforce or compel strict compliance with every term, condition, and specification hereof.

28. Entire Agreement. These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.