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The Topps Company

TERMS OF USE

Last Updated: October 21, 2024

Welcome to Topps.com!Please read these Terms of Use and our Privacy Policy carefully.

These Terms of Use (“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 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 offered for sale or in through the Properties, including any Auction Event (as defined in our Auction Terms which are incorporated herein) through the Properties (“Products”).]PLEASE NOTE THAT THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION WHICH REQUIRES THAT ANY PAST, PENDING, OR FUTURE DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, BASED SOLELY ON YOUR OR OUR OWN ALLEGED LOSSES AND NOT ON A CLASS-WIDE, COLLECTIVE, REPRESENTATIVE, QUI TAM, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION ON A RETROACTIVE BASIS AND AS TO ANY FUTURE CLAIMS AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF THE PROPERTIES, YOU MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN 30 DAYS BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THESE TERMS WITHIN THE SECTION ENTITLED “BINDING ARBITRATION AND CLASS WAIVER.” FURTHERMORE, BY USING THE PROPERTIES AND/OR ANY SERVICES AND, IN SO DOING, ACCEPTING THESE TERMS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS FOR YOUR OWN LOSSES AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE OR CONSOLIDATED PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Table of Contents

  1. Acceptance
  2. Supplemental Terms
  3. In-App Purchases; Virtual Currency
  4. Certain Restrictions
  5. Ownership
  6. User Content
  7. User Registration
  8. Product Images
  9. Return Policy
  10. User Conduct
  11. Third Party Services
  12. Properties Management
  13. Term and Termination
  14. Copyright Infringement Claims; Digital Millennium Act (DMCA) Notice
  15. Site Modifications and Interruptions
  16. Corrections
  17. Violations
  18. Binding Arbitration and Class action Waiver Agreement
  19. Indemnification and Release
  20. Limitation Of Liability; Disclaimer Of Warranties and Conditions
  21. Assignment
  22. Force Majeure
  23. One Year Statue of Limitations
  24. Governing Law and Jurisdiction
  25. Notice
  26. Waiver
  27. 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 of legal age to form a binding contract with Topps, 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 this 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 BY TOPPS IN ITS SOLE DISCRETION AT ANY TIME.

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. We will keep current the “Last Updated” date at the top of these Terms. Any changes to these Terms will be effective immediately for all users of the Properties and/or Services. 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 a 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.

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.

2. Supplemental Terms. Your purchase or use of, and participation in, certain Products or Services may be subject to additional terms including, without limitation,our Shipping Policy, Returns Policy, Redemptions Program Terms & Conditions, and Rewards Program Terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you purchase a relevant Product or use a relevant Service.

3. In-App Purchases; Virtual Currency.

3.1. We 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 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, we encourage 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. We reserve 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 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. We do not control how you can pay such third parties. You may use virtual currency to purchase digital goods in the Apps. 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.

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

4.1. 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;

4.2. 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”);

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

4.4.  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;

4.5. 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;

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

4.7. 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

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

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.

5. Ownership.

5.1. Topps Ownership. You agree that Topps and its suppliers own all right, title and interest in and to the Properties and the Services, including the information, Products, 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).

5.2. 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.

5.3. 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.

5.4. Intellectual Property Rights. The Properties, Services, 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 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.

6. User Content.

6.1. 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.

6.2. 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.

6.3. 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:

6.3.1. promote any illegal activity, or advocate, promote or assist any unlawful act;

6.3.2. 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;

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

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

6.3.5. 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;

6.3.6. 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

6.3.7. transmit or encourage the transmission of any material that may in fringe 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.

6.4. 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 irrevocable 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.

6.5. 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

7. User Registration.

7.1. Account Registration Data. To access certain features of the Properties and/or place bids or make purchases on the Properties, you may be required to register to create an account on the Properties (“Account”). In registering an Account, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. To the extent Registration Data includes personally identifiable information, we shall not use such personally identifiable information for any purpose other than providing the Services and as further set forth in the Privacy Policy.

7.2. Eligibility. You represent, warrant, and covenant that: that you are at least 18 years old and 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 positing 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.

7.3. 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.

7.4. 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.

8. Product Images. Topps makes efforts to display accurately the colors, features, specifications, and details of the products available on the Properties. However, Topps does not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors. Your electronic display may not accurately reflect the actual colors and details of the products.

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

10. User Conduct.10.1. Cheating and Hacking. You agree that you will not, under any circumstances:

10.1.1.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;

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

10.1.3.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;

10.1.4.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;

10.1.5.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;

10.1.6.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;

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

10.1.8.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

10.1.9.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.

10.2. 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):

10.2.1.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;

10.2.2.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;

10.2.3.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;

10.2.4.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

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

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

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

10.3.2.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;

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

10.3.4.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;

10.3.5.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;

10.3.6.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;

10.3.7.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;

10.3.8.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;

10.3.9.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;

10.3.10. 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;

10.3.11. 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;

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

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

10.3.14. make improper use of the Properties’s support features or submit false reports of abuse or misconduct,

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

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

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

10.3.18. 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;

10.3.19. 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

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

11. Third Party Services. The Properties may contain links to third-party properties (“Third Party Properties”). When you click on a link to a Third Party Property, we 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.

11.1. Fanatics ONE. Fanatics One Account: Fanatics ONE is a unified customer experience that combines single sign-on functionality with a cross-platform rewards and benefits program. Your Fanatics ONE account allows you to access and engage with multiple Fanatics platforms, including Topps.com, Fanatics. Live, and FanaticsCollect.com, using a single set of login credentials, while also earning and redeeming rewards through the Fanatics ONE Program (“Program”). By participating in the Program, you agree to be bound by these Terms of Use, the [Fanatics Privacy Notice], and any applicable purchase terms. Use of your Fanatics ONE Account is governed by these Terms, as well as the [Fanatics ONE Terms & Conditions]. Program benefits, offers, and content are non-transferable and subject to availability. Participation does not guarantee access to any specific products, releases, or promotions. We reserve the right, in our sole discretion, to limit, suspend, or revoke Program access at any time, including in cases of suspected abuse or violation of these Terms. For complete Program terms, please visit the official [Fanatics ONE Terms & Conditions page].

12. 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.

13. Term and Termination.

13.1. 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.

13.2. 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.

13.3. Termination of Agreement by Us. At any time and for any reason, in our sole discretion, we have the right to, immediately and without notice, terminate these Terms and/or suspend or terminate your Account or access to all or any part of the Properties and/or Services. Termination may include, but not be limited to (a) removal of the Properties (including, without limitation, the Apps) and access to any or all offerings within the Properties, (b) the deletion of all Account information related to the Properties, User Content, and other content (including, without limitation, Topps IP) associated with your Account(s), and (c) barring any further use of or access to the Properties. With respect to the Apps, Topps IP made available through Apps may not be downloadable or tradeable if the Apps are terminated. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on the Properties, in our possession in connection with your use of the Properties, 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 Us, our users or the public, and all enforcement or other government officials, as we believe necessary or appropriate in our sole discretion.

13.4. Termination of Agreement by you. If you want to terminate these Terms, you may do so by (a) notifying Topps at any time; and (b) closing your Account. Your notice should be sent, in writing, to Topps’s address, The Topps Company, Inc., 95 Morton Street, 4th Floor, New York, NY 10014, ATTN: Legal Department.

13.5. Effect of Termination. We 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.

14. 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: Legal Department Email: DMCALegal@fanatics.com 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 DMCALegal@fanatics.com. 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 we may require to review the matter and take action (or take no action) as may be appropriate. Please be advised that we 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 we are obligated to do so by law.

15. Site Modifications and Interruptions.

15.1. 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.

15.2. 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 or 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. 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 AND CLASS ACTION WAIVER AGREEMENT.

PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT (THE “ARBITRATION AGREEMENT”) CAREFULLY BECAUSE IT MAY REQUIRE YOU AND TOPPS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS ONLY AND LIMIT THE MANNER IN WHICH YOU AND TOPPS CAN SEEK RELIEF FROM EACH OTHER. THIS ARBITRATION AGREEMENT APPLIES TO ANY CLAIMS YOU MAY CURRENTLY POSSESS AND ANY CLAIMS YOU MAY RAISE IN THE FUTURE. WHILE YOU MUST AGREE TO THESE TERMS IN ORDER TO USE THE SERVICES, IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICES, THERE IS AN OPTION, DESCRIBED BELOW IN SECTION 18.11, TO OPT OUT OF THE ARBITRATION PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU RESIDE IN OR ACCESS THE SERVICES AT ANY TIME WHILE LOCATED IN THE UNITED STATES, THIS SECTION 18 (BINDING ARBITRATION AND CLASS ACTION WAIVER AGREEMENT) SHALL BE CONSTRUED UNDER AND BE SUBJECT TO THE FEDERAL ARBITRATION ACT, NOTWITHSTANDING ANY OTHER CHOICE OF LAW SET OUT 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 ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY.

UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, AS A MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, AS A PRIVATE ATTORNEY GENERAL, QUI TAM ACTION OR UNDER ANY REPRESENTATIVE PROCEEDING, AND YOU MAY NOT OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE USE OR BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND TOPPS FURTHER AGREE THAT ANY ARBITRATION PURSUANT TO THIS ARBITRATION AGREEMENT SHALL NOT PROCEED AS A CLASS, GROUP OR REPRESENTATIVE ACTION.

ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.

18.1. Acceptance of Terms. By using, or otherwise accessing the Services, or clicking to accept or agree to the Terms where that option is made available, you confirm that you have read and accept and agree to this Arbitration Agreement. Except to the extent that you may opt-out as provided below, all of your activity on the Properties and all or your transactions with Topps, including all events which occurred before your acceptance of this Arbitration Agreement, shall be subject to this Arbitration Agreement.

18.2. Scope of Agreement to Arbitrate. You and Topps agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by you, your access to or use of any Properties or the Services, or to this Arbitration Agreement, the Terms, or the Supplemental Terms (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Arbitration Agreement or the Terms) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Arbitration Agreement. In addition, in the event of any Dispute concerning or relating to this Arbitration Agreement — including the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims—you and Topps agree and delegate to the Arbitrator the exclusive jurisdiction to rule on their own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Arbitration Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.

18.3. Notwithstanding the above provision this Arbitration Agreement, all parties retain the right to seek relief in a small claims court for disputes or claims solely within the scope of a small claim’s court jurisdiction.

18.4. Third-Party Beneficiaries. You further agree and intend that this Arbitration Agreement and the Terms are entered into for the express benefit of your spouse, heirs, children and next-of-kin and shall bind same to the extent of any claims arising from your use of the Services which is brought by them or by any person for the use or benefit of your spouse, heirs, children and next-of-kin. Topps agrees also that this Arbitration Agreement is intended to benefit and shall bind any successor-in-interest or assignee of Topps.

18.5. Intellectual Property. Notwithstanding the requirement to arbitrate in this Section 18, you and Topps are NOT required to arbitrate any claims for the alleged unlawful use of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents, and the parties agree that in the event of infringement of copyrights, trademarks, trade names, trade dress, logos, trade secrets, or patents of a party, they shall also be entitled to seek injunctive relief from a court of competent jurisdiction, and the parties shall not be able to hold out a user’s access to the Services as a basis to enforce this Arbitration Agreement as to such claims.

18.6. Separate Agreement. The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Federal Arbitration Act, and that any alleged or determined invalidity or illegality of all or any part of the Terms, the Services, the Properties, or the Supplemental Terms shall have no effect upon the validity and enforceability of this Arbitration Agreement.

18.7. Applicable Law. While the Federal Arbitration Act shall control, to the extent the law of any state is applied or considered with respect to issues bearing upon the enforceability or scope of this Arbitration Agreement, the parties agree that the law of the State of New York shall exclusively apply, notwithstanding any consideration or application of choice of law or conflicts of law principles.

18.8. INITIATING ARBITRATION UNDER JAMS RULES

18.8.1. Following the conclusion of the initial dispute resolution process, you or Topps may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. You and Topps agree that JAMS (“JAMS”) will administer the arbitration under its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time arbitration is sought (“JAMS Rules”). Those rules are available at https://www.jamsadr.com/adr-rules-procedures/.

18.8.2.You and Topps further agree:

18.8.2.1. arbitration will proceed on an individual claim basis only.

18.8.2.2. the arbitration will be handled by a sole arbitrator. The parties agree that the JAMS arbitrator must have the following minimum qualification: practicing attorneys or retired federal court judges who have at least ten years of substantive expertise in litigating and resolving of complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;

18.8.2.3. for purpose of Sections 16.1 and 16.2 of the JAMS Rules, the JAMS Streamlined Arbitration Rules and Procedures and JAMS Expedited Procedures shall not apply to unless otherwise explicitly agreed to by all parties to the Dispute;

18.8.2.4. in lieu of JAMS Rule 15,the parties shall be presented with a list of eight (8) potential arbitrators, be allowed three (3) strikes and the parties shall rank those potential arbitrators in order of preference. JAMS shall select the arbitrator with the highest combined preference (e.g., if both parties select a potential arbitrator as their top preference, that arbitrator will be selected);

18.8.2.5. in lieu of JAMS Rule 18, the parties shall have the right to submit a dispositive motion at the outset of the arbitration to the Arbitrator. The submission and scheduling of such motions shall be addressed at a conference held before the JAMS arbitrator, and the Parties agree that any dispositive motions shall be resolved and the remainder of the arbitral proceeding stayed pending resolution, absent good cause and immediate necessity to proceed.

18.8.2.6. unless and only to the extent prohibited under JAMS Rules, the arbitration will be held in Wilmington, Delaware or, at either your or our election, will be conducted telephonically or via other remote electronic means;

18.8.2.7. the JAMS Rules will govern payment of all arbitration fees, currently available at https://www.jamsadr.com/arbitration-fees, You will only be required to pay arbitration fees of $250 in connection with any arbitration initiated under this Section 18, but You will still be responsible for paying your own attorneys’ fees;

18.8.2.8. except as otherwise waived or limited under the Terms or this Arbitration Agreement, the JAMS arbitrator shall be authorized to award any remedies, including equitable or injunctive relief, that would be available in an individual lawsuit except:

18.8.2.8.1. in any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, and the parties waive any right to recover any such damages; and

18.8.2.8.2. in any arbitration arising out of or related to this Arbitration Agreement, the arbitrator(s) may not award any incidental, indirect or consequential damages, including damages for lost profits;

18.8.2.9. the arbitration decision and award shall consist of a written statement signed by the Arbitrator regarding the disposition of each claim and the relief, if any, as to each claim. Unless the parties agree otherwise, the award shall be a reasoned award and contain a concise written statement of the reasons for the award;

18.8.2.10. except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be confidential, except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its confirmation and enforcement;

18.8.2.11. in the event JAMS is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider subject to the procedural agreements of this Section 18; and

18.8.2.12. you and Topps agree that any award issued by the Arbitrator in excess of $50,000 in favor of either party, or any award which grants any form of declaratory or equitable relief that would significantly impact other Topps users or the operation of the Properties, may be appealed in accordance with the JAMS Optional Arbitration Appeal Procedures at either party’s election. The JAMS Optional Arbitration Appeal Procedures are available at https://www.jamsadr.com/adr-rules-procedures/.

18.9. Batch Arbitration. To increase efficiency of resolution, in the event 20 or more similar arbitration demands against Topps, presented by or with the assistance of the same law firm or organization or group of law firms or organizations working in coordination, are submitted to JAMS in accordance with the rules described above within a 60-day period, JAMS shall consolidate those arbitrations as contemplated in the JAMS Rules by (a) grouping the arbitration demands into batches of no more than 25 demands per batch (plus, to the extent there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (b) providing for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. For avoidance of doubt, consolidation does not require that all arbitrations in a single batch be decided the same, nor does it impair your right to present any evidence or argument that you think particular to your case, so long as consistent with JAMS Rules. You agree to cooperate in good faith with Topps and JAMS to implement such a batch approach to resolution and fees.

18.10. By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (a) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.

18.11. OPTION AND PROCEDURE TO OPT OUT OF ARBITRATION.

18.11.1. IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MAY OPT OUT OF THE AGREEMENT TO ARBITRATE BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THE ARBITRATION PROVISIONS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

18.11.2. OPT-OUT. IF YOU DO NOT WISH TO AGREE TO THE PROVISIONS OF THIS SECTION 18 AGREEMENT REQUIRING ARBITRATION AND CLASS ACTION WAIVER AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION PROVISION IN CONNECTION WITH YOUR USE OF OUR SERVICE, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS ARBITRATION AGREEMENT, SEND AN E-MAIL FROM THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT TO [TBD EMAIL] CONTAINING YOUR FULL NAME, ADDRESS, AND THE WORDS “OPT OUT” IN THE SUBJECT LINE OF THE EMAIL AND AN UNEQUIVOCAL STATEMENT THAT YOU WANT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. **REQUESTS TO OPT OUT AFTER THE 30-DAY PERIOD SHALL NOT BE EFFECTIVE.**

18.11.3. Whether to agree to arbitration is an important decision. It is your decision to make and you are not required to rely solely on the information provided in these Terms. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.

18.12. WAIVER OF CLASS RELIEF AND COLLECTIVE ACTION. REGARDLESS OF ANY DECISION TO OPT-OUT OF ARBITRATION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR TOPPS SHALL BE ENTITLED TO BRING, CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY. YOU MAY ONLY ARBITRATE OR LITIGATE ON AN INDIVIDUAL BASIS AND FOR YOUR OWN LOSSES ONLY. UNDER THIS ARBITRATION AGREEMENT, YOU MAY NOT PROCEED IN ARBITRATION OR COURT AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT, QUI TAM ACTION OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OR USE OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. YOU AND TOPPS ARE EACH WAIVING RESPECTIVE RIGHTS TO PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN ANY PAST, PENDING OR FUTURE CLASS ACTION OR ANY OTHER CONSOLIDATED OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PROCEEDING EXISTING AS OF THE DATE YOU AGREED TO THIS ARBITRATION AGREEMENT.

18.13. Severability. This Arbitration Agreement applies solely to the extent permitted by law. If for any reason any provision of this Arbitration Agreement or portion thereof, is found to be unlawful, void, or unenforceable, that part of this Arbitration Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this Arbitration Agreement which shall continue in full force and effect. To the fullest extent allowable by law and equity, the parties agree that any such provision may be blue-penciled or otherwise construed by the forum presiding over any dispute to give effect to the intent of the parties and consistent with the overall purpose and intent of the agreement, and may be deemed replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

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 release the Topps Parties and their successors from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that may be either directly or indirectly related to or arise from your use of the Properties and/or Services, including, but not limited to, any interactions with third parties of any kind arising in connection with or as a result of these Terms or your use of the Properties and/or Services. If you are a California resident, you waive California Civil Code §1542, which states, “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.” The foregoing release does not apply to any claims, demands, losses, damages, rights or actions of any kind, including personal injuries, death or property damage, for any unconscionable commercial practice by a Topps Party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Properties and/or Services or any Properties provided hereunder.

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, ITS AFFILIATES, SUBSIDIARIES OR ANY OF THEIR EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, “RELEASED 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 RELEASED 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 RELEASED 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 RELEASED PARTIES CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PROPERTIES. MOREOVER, WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY FOR ANY INFRINGEMENT OF PATENTS OF ANY THIRD PARTIES.

20.2. DISCLAIMER OF WARRANTIES. 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. 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.

22. 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.

23. One Year Statute of Limitations. To the extent permitted by law, you and Topps agree that any claims, regardless of form, arising out of or related to the Properties, Services, and/or 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..

24. 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 New York, 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 lay exclusively in the state and federal courts of New York, New York, United States of America. The United Nations Convention on Contracts for the international sale of goods is expressly excluded from these Terms.

25. 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.

26. 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.

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

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