Sports Trading Card NFT packs and online marketplace

PANINI AMERICA, INC.’S TERMS & CONDITIONS

These Terms & Conditions (these “Terms”) govern your access to and use of the websites, applications, and online services operated by Panini America, Inc. and its affiliates, including Panini America Digital LLC (“PDL”) (collectively, “Panini,” “we,” “us,” or “our”), including registering an account, participating in any rewards or promotional program, and your purchase and use of products, services, content, and digital offerings made available through our websites, applications, or other online services (collectively, the “Services”). 

By accessing or using the website(s) or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. 

Panini may update, supplement, or revise these Terms from time to time, in its sole discretion. If you do not agree to these Terms in their entirety, including any updates, supplements, or revisions, you must not access or use the websites or Services, or continue to do so. In the event of any conflict, inconsistency, or ambiguity between these Terms and any other agreement, purchase order, proposal, invoice, correspondence, or other writing between you and Panini, these Terms will govern and control to the extent of such conflict, inconsistency, or ambiguity. 

The websites and Services are offered and available only to users who are twenty-one (21) years of age or older. By using the websites and Services, you represent and warrant that you are of legal age to form a binding contract with Panini and that you meet all of our other eligibility requirements. If you do not meet all of these requirements, you must not access or use the websites or Services. 

1. GENERAL

1. Accessing the Website and Account Security

1. Panini America reserves the right to withdraw or amend the Website and Services, in whole or in part, in its sole discretion without notice. Panini America is not and will not be liable if for any reason all or any part of the Website or Services are unavailable for any reason, at any time or for any period. From time to time, we may restrict access to some parts of the Website or Services, or the entire Website or Services, to all or some users, including registered users.

2. You are responsible for both:

1. Making all arrangements necessary for you to have access to the Website and Services.

2. Ensuring that all persons who access the Website or Services through your internet connection are aware of these Terms, agree to abide by them and comply with them.

3. To access the Website, Services or some of the resources offered, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and Services that all the information you provide on the Website is correct, current and complete. You represent and warrant that you have read and agree to be bound by Panini America’s Privacy Policy and agree that all information you provide to register with the Website, Services or otherwise, including, but not limited to, using any interactive features on the Website or use of the Services, is governed not only by these Terms but also by Panini America’s Privacy Policy, and you consent to all actions Panini America takes with respect to your information consistent with our Privacy Policy. 

4. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website, Services or portions thereof using your username, password or other security information. In other words, you agree not to share an account or to allow anyone else to use your account other than you. You agree to have only one account for accessing Panini America’s Website and Services. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should be careful when accessing your account from a public or shared computer so that others are not able to view or record your username, password or other personal information.

5. Panini America has the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason. If, in Panini America’s sole discretion, we determine that you have violated any provision of these Terms, Panini America may take additional action against you in addition to disabling your account. 

6. In case of an account being disabled, Panini America retains sole discretion to identify the account holder and communicate with the account holder. Panini America retains sole discretion to restore any disabled account. In the event that Panini America, does decide, in its sole discretion, to restore a disabled account, note that the process may take several days or longer.

2. Payment, Pricing & Promotions

   1. While Panini America strives to provide accurate product and pricing information, unintentional pricing or typographical errors may occur. Panini America reserves the right to correct any errors, inaccuracies or omissions and to change or update information (including, without limitation, information related to text, pricing, availability and product descriptions) at any time without notice (including after you submitted your order and confirmation was received). If an item is listed at an incorrect price or with incorrect information, Panini America shall have the right, in its sole discretion, to refuse or cancel any orders placed for that item. If your credit card has been charged for any order subsequently cancelled, Panini America will issue a credit to your credit card. We apologize for any inconvenience this may cause you.

   2. Merchandise and promotional offers available online at our websites may vary from those offered in other channels. Prices and availability are subject to change without notice. “Sale” prices and percentage savings offered by Panini are discounts from Panini’s “Regular” or “Original” prices. The “Regular” or “Original” price of an item is the former or future offered price for the item or a comparable item by Panini or another retailer. Actual sales may not have been made at the “Regular” or “Original” prices, and intermediate markdowns may have been taken. “Original” prices may not have been in effect during the past 90 days or in all trade areas. Merchandise on the websites may be offered at the same, higher, or lower “Sale” prices, including during future promotional events beginning on or after the last day of an advertised event.

   3. Chargebacks & Billing Disputes. Before initiating any chargeback, payment dispute, or reversal request with your payment provider (including your bank or card issuer), you agree to first contact our Support team and provide a reasonable opportunity to resolve the issue. You can contact Support by e-mail at onlinesales@paniniamerica.net, by U.S. Mail at 5325 FAA Blvd, Suite 100, Irving, Texas 75061, or by phone at 817-662-5205. You acknowledge and agree that initiating a chargeback or payment dispute without first contacting Support and allowing us a reasonable opportunity to resolve your concerns, or if we reasonably determine that a chargeback is improper, unsupported, or made in bad faith, constitutes a breach of these Terms and therefore we may, in our sole discretion:

      1. Suspend or restrict your account; 

      2. Decline, cancel, or limit future transactions or engagement with you, including limiting your access to certain features or promotions; and/or 

      3. Terminate your account in accordance with our termination rights under these Terms.

      These rights are in addition to, and not in limitation of, any other rights or remedies available to us under these Terms or applicable law.

3. Choice of Law and Venue

1. These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation are governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles. You agree that any claims arising in connection with your use of the websites or Services shall be brought exclusively in the state or federal courts located in Dallas County, Texas. You consent to exclusive venue and personal jurisdiction in such courts for such claims. 

4. Limitation of Panini America’s Liability and Class or Representative Actions 

1. You agree that you will notify Panini America of any dispute by submitting your concerns to Panini America, including a description of the nature of the dispute. Following delivery of such submission, you agree to allow Panini America a period of sixty (60) days to provide a substantive response and to try to resolve the dispute. If the dispute cannot be settled through negotiation, you agree first to try in good faith to settle the dispute by in-person mediation in Dallas, Texas, administered by JAMS before filing any lawsuit or any other proceeding against Panini America. YOU AGREE THAT YOUR FAILURE TO COMPLY WITH THESE NOTIFICATION PROCEDURES WILL ENTITLE PANINI AMERICA TO RECOVER FROM YOU REASONABLE ATTORNEYS’ FEES INCURRED IN DEFENDING THE LAWSUIT OR ANY OTHER PROCEEDING.

2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PANINI AMERICA AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER PANINI AMERICA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PANINI AMERICA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, AND THAT NO SUCH PROCEEDING MAY BE CONSOLIDATED WITH ANY OTHER LEGAL PROCEEDINGS INVOLVING PANINI AMERICA. 

3. IN NO EVENT SHALL PANINI AMERICA’S LIABILITY TO YOU IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED THE AMOUNT OF $1,000.

4. YOU UNCONDITIONALLY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO THE WEBSITE OR SERVICES.

2. FAQs

1. What are the Terms of Store Purchases or Marketplace Sales?

   1. Buyers: When buying an item on Panini America’s Website via a normal purchase, an Initial Product Offering, or through the Marketplace, discussed below, you agree to these Terms, including the following rules and policies for buyers:

   2. To the extent permitted by applicable law, we (including our parent, affiliates, and our officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

   1. your use of or your inability to use the Website or Services;

   2. pricing, shipping, format, or other guidance provided by Panini America;

   3. delays or disruptions in our Website or Services;

   4. viruses or other malicious software obtained by accessing or linking to our Website or Services;

   5. glitches, bugs, errors, or inaccuracies of any kind in our Website or Services;

   6. damage to your hardware device from the use of the Website or Services;

   7. a suspension or other action taken with respect to your account or breach or abuse of our Website or Services;

   8. your breach of these Terms.

   3. Furthermore, it is understood that:

      1. You are responsible for reading the full item listing before making an offer or commitment to buy;

      2. You enter into a legally binding contract to purchase an item when you commit to buy an item on the Website or through a Service;

      3. You enter into a legally binding contract with Panini America or the applicable seller when your offer for an item is accepted or if you have the winning bid (or your bid is otherwise accepted);

      4. In certain instances, your transaction may be declined, frozen, or held for any reason including for suspected fraud, AML compliance, high risk or potential violation of any Panini America e-commerce policies.

2. How Often are the Website and the Terms updated?

1. This Website's content and features may be updated, revised, modified and supplemented. Panini America reserves the right to change the information, features, products, prices, policies, promotions, disclosures and disclaimers at any time without notice. Changes to these Terms will be posted on our Website so please check these Terms periodically for changes. At the end of these Terms, we indicate the date of the last update.

2. Your continued use of the Panini America Website following the posting of changes to these Terms signifies your acceptance of these changes.

3. How Do I Update My Account or Cancel a Subscription?

1. An account may be updated at any time by logging in and changing the e-mail address or other information in the section titled "Preferences." Those wishing to be removed from an e-mail newsletter list may do so by following the removal directions found at the bottom of an e-mail newsletter. Parents wishing to view their child's personal information submitted to this Website may also log in to the account or may contact Panini America's web master, either by e-mail, U.S. Mail, or phone. In the message requesting the Website data, please include the name of the child and the child's e-mail address. Please also include contact information of the parent, either mailing address or phone number, so that the child's information can be disclosed to the parent. Should a parent wish to have his/her child removed from the Website's database, the parent may again use any of these methods to contact Panini America.

4. User Requested Delete Account Policy 

1. An account delete request placed by a user is final and cannot be reversed.

2. Once a request is received, Panini America will require the user to validate their account password and enter a one time password (“OTP”) that will be sent to their registered email address. Post confirmation of the account password and OTP, Panini America will disable and anonymize the user's account, including by taking the following steps.

1. Marketing & Promotions: Users will be deleted from Panini America’s Marketing and promotions database;

2. Panini America Direct Store Orders: Ongoing orders will be canceled and no refund will be issued;

3. Panini America Redemptions, Factory Damaged & Quality Assurance Tickets: Open Redemptions, Factory Damaged & Quality Assurance Tickets will be canceled; 

4. Panini America Membership: Ongoing Panini America Memberships will be canceled;

5. Panini America Wallet: Users will need to transfer any balance in their Panini America wallet before submitting an account delete request, and if there is any residual balance in the Panini America wallet after the account delete request is processed, the balance will be removed and cannot be claimed at a later date; and

6. Panini America NFTs & Unopened packs: NFTs and unopened packs in a user's account will be moved to a Panini America holding account where they may be destroyed (i.e. “burned”) at Panini’s discretion. 

3. SHIPPING POLICY

1. Shipping Schedule / Delivery Times 

1. Panini America will typically ship within 2-4 business days after an order is placed. Shipping and delivery dates are estimates only and cannot be guaranteed. Panini America is not liable for any delays in shipment. 

1. Panini America’s estimated delivery times do not apply to all products, including but not limited to Panini America 1st Off the Line, Panini America Instant, Panini America Instant Plus, any other Print to Order product, Panini America Eternal (items with countdown clocks or stated time frames in item description) or Panini America Rewards. Please keep this in mind when selecting the expedited shipping methods, including but not limited to FedEx 2nd Day Air and FedEx Overnight. 

2. Items with free shipping are only available for shipment to addresses in the United States. Your order may be automatically cancelled if you select free shipping but have an address outside the United States.

3. Shipping addresses cannot be changed once an order has shipped. If a shipment is undeliverable to the indicated recipient or is returned to us, Panini America will contact you about next steps regarding your shipment. 

4. Risk of loss passes to you upon our transfer of any product to the carrier for delivery. You assume the risk of damage to any product during transit upon our transfer of any product to the carrier for delivery. In other words, in the event that any product is lost or damaged during shipment or delivery, including in the event that any product is stolen upon delivery, such risk of loss or damage shall be borne by you alone. You agree that in such an event, your sole remedy for any such loss or damage shall be against any applicable carrier or other third party and that Panini America has no liability to you whatsoever.

2. Domestic Shipping

1. The following shipping options are available for all U.S. destinations. Memorabilia items currently ship via Federal Express (“FedEx”) only:

1. Ground

2. Express Saver

3. 2-Day

4. Priority Overnight

5. Standard Overnight

2. Free Shipping is available for memorabilia, trading cards and sticker orders costing $50 or more within the USA. Panini America may also offer free shipping from time to time during promotional periods or for other marketing purposes.

3. International Shipping

1. The following shipping options are available for international destinations via FedEx:

1. International Economy

2. International Priority

3. International First

2. FedEx delivery times may vary depending on factors such as your location and weather conditions.

3. FedEx does not deliver on major U.S. holidays. Please check the FedEx website for a list of FedEx Holidays.

4. International orders may be subject to customs duties, value-added tax (VAT), import taxes, tariffs, surcharges, and / or other similar charges (collectively, “Customs Fees”) imposed by the destination country. You are solely required to pay all Customs Fees. Where permitted and practicable, Panini America may use commercially reasonable efforts to calculate, collect, and remit applicable Customs Fees at checkout in accordance with prevailing legal requirements, and any Customs Fees collected by Panini America will be disclosed and itemized at checkout. You are ultimately responsible for reviewing and understanding the customs, import, and tax policies of the destination country before placing an order. Customs processing times vary by country and are outside of Panini America’s control, and Panini America does not guarantee any delivery date or assume any liability for delays caused by customs inspections or processing. If a package is returned to Panini America due to the user’s non-payment or underpayment of any Customs Fees or any similar charges, the user may be responsible for any return shipping and handling fees and any other costs or losses incurred by Panini America in connection with such return, and Panini America may, at its discretion, (a) refund the purchase price of the products, less such costs, fees, or losses, or (b) reship the products upon Your payment of additional shipping, handling, and any applicable Customs Fees.

4. PRINT TO ORDER PRODUCTS POLICY

1. Panini America Instant

1. Panini America Instant cards are produced on a print-to-order basis. Each order is custom-printed specifically for the customer. Panini America does not maintain a pre-existing inventory of print-to-order products. By placing an order for Panini America Instant cards, you acknowledge and agree to these production and cancellation terms.

2. Panini America typically completes the production of Panini America Instant cards within four to six weeks from the stated date that the ordering window expires. This timeframe is an estimate only and not a guarantee, and may be affected by factors outside Panini America’s control, such as production volume, availability of materials, and force majeure events. Panini America reserves the right to determine, in its sole discretion, when the ordering window expires.

3. Shipping and delivery times are in addition to the stated production timeframe. Please allow additional time for shipping and processing.

4. Requests to cancel or modify an order must be received and approved before the ordering window expires and printing has started. Once the ordering window has expired, orders cannot be canceled, changed, or modified.

5. All sales of Panini America Instant cards are final.

5. RETURN POLICY

1. Returns & Replacements - Generally

1. For trading cards and sticker items we have a “No Return Policy” in place. All Sales Are Final. 

2. All claims for lost items, damage or error in shipment must be made through Customer Service by email at onlinesales@paniniamerica.net.

3. For Authentic memorabilia we have a 100% satisfaction guarantee. If for any reason you need to return an item contact Customer Service at 817-662-5205 or by email at onlinesales@paniniamerica.net. A customer service representative will provide an authorization number to note on the return package. This number must be clearly marked upon return receipt to ensure timely processing. We will not accept any packages without this return authorization number. Please note that all returns and exchanges must be in new, unused condition with the original packaging, documentation, and certification attached. All returns of Authentic memorabilia must be received within 14 days of original receipt. Due to the value of most products, we suggest that all returns be shipped back with insurance and tracking to ensure proper delivery.

2. Factory Damaged Products Policy

1. Panini America is committed to product excellence. In the event that a customer receives a product damaged during the manufacturing process, the customer is required to adhere to the following process:

1. Immediate Ticket Creation: Customers must notify Panini America of any alleged factory damage by submitting a support ticket with our customer service portal immediately upon discovery. Customers must include proof of purchase with the submission of their support ticket. By submitting a ticket, you agree to be bound by these Terms.

2. Timely Return of Product Required: The product must be returned to Panini America within 45 days from the date the support ticket is issued. A reminder will be sent 30 days after ticket creation to facilitate timely compliance.

3. Ticket Expiration: Tickets will automatically close if the allegedly defective product is not received within the specified 45-day period.

4. Eligibility for Replacement: Replacement requests for allegedly factory-damaged products are valid only if submitted within 12 months of the product’s official release date and are either purchased directly from Panini America or pulled from a factory sealed Panini America product. Any tickets submitted untimely will be automatically closed.

5. Replacement cards: Replacement cards are subject to availability and are not guaranteed. If a replacement card is provided, Panini may, in its sole discretion, provide a replacement card of comparable value to the returned product in an undamaged condition, based upon Panini’s valuation, which is within its sole discretion.

6. Panini America may use artificial intelligence (“AI”) tool(s) to assist in evaluating a customer’s support ticket for factory-damaged product. Panini America’s AI tools consist of a combination of commercial third-party solutions and Panini America’s own proprietary solutions. These tools may automatically analyze images you submit, flag potential defects, and highlight areas of interest. In particular, Panini America uses AI to help identify potential visual manufacturing defects on cards, including, for example, bent corners, board separation, creases, missing autographs, missing serial numbers, or incorrect backing. Any AI output is used solely as an aid to Panini America personnel. A human reviewer employed or engaged by Panini America will review the AI output and will make the final determination as to whether a card qualifies for replacement due to factory damage consistent with the terms of this Section.

7. In connection with a support ticket for a factory-damaged product, you may upload, transmit, or otherwise make available to Panini America certain content, including, without limitation, data, text, images, files, and other materials (collectively, “Submitted Content”). By submitting a support ticket, you: 

1. Irrevocably assign and transfer to Panini America all right, title, and interest (including all intellectual property and related rights) you may have in and to the Submitted Content, to the maximum extent permitted by applicable law;

2. Acknowledge and agree that Panini America may license or sublicense the rights in the Submitted Content only to its affiliates and subprocessors that are performing services on Panini America’s behalf, and only to the extent reasonably necessary for them to assist Panini America in:

1. evaluating, processing, and resolving your support ticket; and

2. developing, operating, maintaining, and improving the AI tools and other systems used by Panini America in connection with the review of support tickets related to factory damaged product;

3. Acknowledge and agree that images and other Submitted Content you provide in connection with a support ticket may be retained and used by Panini America, its affiliates, and its subprocessors to Train the AI tools used in Panini America’s review of your support ticket. For purposes of these Terms, “Train” means to train, fine-tune, distill, perform reinforcement learning, or otherwise modify or improve model parameters or weights, including for the purpose of detecting and classifying factory damage and improving the accuracy, reliability, and performance of such models; and

4. You represent and warrant that you have all necessary rights, consents, and permissions to submit the Submitted Content and to grant (and assign) the rights described in this Section, and that Panini America’s use of the Submitted Content as permitted herein will not infringe, misappropriate, or violate the rights of any third party.

3. Quality Assurance Policy for Any Quality Issue Other than Factory Damage

1. Panini America is committed to product excellence. In the event that a customer encounters a quality issue other than factory damage, the customer is required to adhere to the following process:

1. Immediate Ticket Creation: Customers must notify Panini America of any alleged quality assurance issues by submitting a support ticket with our customer service portal immediately upon discovery. Customers must include proof of purchase with the submission of their support ticket. By submitting a ticket, you agree to be bound by these Terms.

2. Timely Return of Product Required: The product must be returned to Panini America within 45 days from the date the support ticket is issued. A reminder will be sent 30 days after ticket creation to facilitate timely compliance.

3. Ticket Expiry: Tickets will automatically close if the allegedly defective product is not received within the specified 45-day period.

4. Eligibility for Replacement: Replacement requests for allegedly defective products are valid only if submitted within 12 months of the product’s official release date and are either purchased directly from Panini America or result from a factory sealed Panini America product. Any tickets submitted untimely will be automatically closed.

5. Replacement cards: Replacement cards are subject to availability. It may be that no replacement card is available. Panini America may, in its sole discretion, provide a replacement card of comparable value to the returned product as such card would be valued in an undamaged conditioned, based upon Panini America’s valuation which is within its sole discretion.

2. Panini America is not responsible for lost, delayed, damaged, stolen, or mishandled shipments.

6. ORDER TRACKING POLICY

1. Your order tracking options are based on whether you have an online shopping account (registered customers) at www.paniniamerica.net or if you choose to shop www.paniniamerica.net anonymously (unregistered customers). Once your order has been shipped, we will send you an e-mail which includes a link to track the order.

2. Registered Customers may track all orders at www.paniniamerica.net. Just follow these steps:

1. Click My Account at the top of any page.

2. Enter your www.paniniamerica.net log in name (your e-mail address) and the password you entered when you created your www.paniniamerica.net account.

3. Order status tracking is not available for Guest Checkout.

7. TERMS OF USE AGREEMENT – REDEMPTIONS

1. The following additional terms and conditions apply to your participation in the redemption program (“Redemption Program”) of Panini America. Your participation in the Redemption Program indicates your acceptance of these Terms and these additional terms and conditions. These terms and conditions may be amended at any time by Panini America in its sole discretion. 

2. A redemption card (“Redemption Card”) is a card that contains a unique code allowing the owner of the redemption card to contact Panini America and request the trading card referenced on the redemption card (“Identified Trading Card” or “ITC”) or a substitute trading card (“STC”) selected by Panini America in its sole discretion. The trading card referenced by the redemption card may never become available for various reasons outside of Panini America’s control, including the passing of the individual athlete.

3. To participate in the Redemption Program, you must access Panini America’s Website (www.paniniamerica.net), follow the instructions, which include the making of a redemption request (“Redemption Request”) prior to the expiration date indicated on the Redemption Card. Accepting these Terms is also an acceptance of the General Terms and Conditions of Sale. 

4. Each redemption card can be used only once. Each redemption card includes an expiration date. If you do not submit a Redemption Request prior to the expiration date, the redemption card is void and cannot be used in the Redemption Program. If the Redemption Request is submitted prior to the expiration date, then it will be considered a timely Redemption Request. 

5. If the ITC is not available at the time of the Redemption Request, for any reason, Panini America will so notify you and you will then have the choice either: 1) to wait up to six months for the ITC to become available; or 2) to request that Panini America provide a substitute trading card (“STC”). If you elect to wait for the ITC to become available, Panini America will attempt to provide the ITC within six months of the receipt of a timely Redemption Request. Panini America makes no guarantees or warranties regarding whether the ITC will become available during the six-month waiting period should you elect to wait. Regardless of your election, Panini America reserves the right to send an STC after the expiration of the six-month waiting period. 

6. If the ITC does not become available during the six-month period, and Panini America elects to send an STC, your only option is to accept the STC. 

7. An STC will be of an equal or greater monetary value as compared to the market value of ITC as of the time of the product release as determined by Panini America in its sole discretion. Alternatively, Panini America may supply two or more STCs that in total are of equal or greater monetary value as compared to the market value of the ITC as of the time of the Redemption Request, as determined by Panini America in its sole discretion. If you elect to request an STC and then reject the STC or STCs offered by Panini America, then you shall have no further redemption rights and waive the right to receive any further compensation or alternate STC(s). 

8. By accessing and using the Redemption Program you are representing to Panini America that you are the owner, or the authorized agent of the owner, of a valid and unexpired Panini America Redemption Card. 

9. You agree that you will not provide any false or misleading information to Panini America in connection with your participation in the Redemption Program and that should you do so, you will have forfeited any of your redemption rights. 

10. You agree that a redemption card can be used only once; that Panini America is not responsible for any expired, lost or stolen redemption cards or any damage thereto that prevents use of the required unique information. 

8. TERMS OF USE AGREEMENT – PANINI AMERICA REWARDS POINTS

1. The following additional terms and conditions apply to your participation in Panini America’s rewards points program (“Panini Points Program”). Your participation in the Panini Points Program is conditioned upon your acceptance of and compliance with these Terms and these additional terms and conditions and the terms described elsewhere through Panini America’s Website or app, including but not limited to the paniniamerica.net usage terms, Panini America’s Redemption Program Terms and Conditions, and the pages and widgets specifically relating to the Panini Points Program, Panini’s General Terms and Conditions of Sale, and all other applicable Panini America Terms. By participating in the Panini Points Program, you agree to be bound by these Terms and you acknowledge that you have read the Panini America Privacy Policy. 

2. These Terms apply to and control your use and participation in the Panini Points Program, including when you access your Panini America account. Panini America rewards points and their use with selected Panini America products are only for your personal benefit and use through your personal Panini America account. Once redeemed and allocated to an individual Panini America account, Panini America reward points cannot be sold, advertised for sale, transferred or bartered, without express permission by Panini America. No individual Panini America account may exceed one-million Panini America rewards points at any time. Violation of these Terms can lead to a loss of all Panini America rewards points contained in your Panini America account, cancellation of any exchanges made with Panini America rewards points, and complete termination of your Panini America account. 

3. The following individuals are not permitted to participate in Panini Points Program: Panini America employees; relatives of Panini America employees; Panini America contractors and distributors; and, the employees of Panini America contractors and distributors. Any Panini America account held by such individual is invalid and will be terminated.

4. Panini America offers the Panini Points Program at its sole discretion and has the right to terminate the Panini Points Program, in whole or in part, or to change or amend these Terms, in whole or in part, at any time, even if the changes affect Panini America rewards points already accumulated. Panini America may, among other things, (i) withdraw, limit, modify, or cancel any Panini America rewards points; (ii) change Panini America rewards points, participant affiliations, conditions of participation, rules for redeeming, retaining, of forfeiting Panini America rewards points, or rules for the use of the Panini Points Program; (iii) rename or redefine program elements or benefits; or (iv) modify or end any Panini America account, accumulated Panini America rewards points, and associated benefits. 

5. These Terms are subject to change at any time. Panini America may make any one or more of these changes at any time even though such changes may affect your ability to use the Panini America rewards points that you have already accumulated. The Panini Points Program services and benefits available through the paniniamerica.net Website or other participating partners in connection with the Panini Points Program are subject to change without notice. Panini America reserves the right to end the Panini Points Program without notice. Panini America may at any time suspend or terminate any individual Panini America account for any reason in its sole discretion, such as suspending or terminating any individual Panini America account associated with a customer who violates Panini America’s policies and procedures as determined by Panini America in its sole discretion, including but not limited to when such customer has violated any of Panini America’s Terms.

6. A Panini America rewards points card (“Points Card”) is a card that contains a unique QR code and corresponding unique rewards code allowing the owner of the Points Card to contact Panini America and request the specific number of Panini America rewards points referenced on the Points Card (“Identified Panini Points”). Each Points Card can be used only once. Panini America rewards points may only be used as part of the Panini Points Program. The Panini Points Program allows Panini America reward points to be exchanged for specific products, selected by Panini America with such exchange rate determine by Panini America at its sole discretion, via Panini America’s Rewards page on Panini America’s Website (www.paniniamerica.net/rewards). Panini America reward points may not be exchanged for cash value or Panini America products not listed on Panini America’s Rewards page. Redeemed Panini America rewards points may not be transferred, exchanged, traded, or sold, without express permission of Panini America. Panini America may use rewards points for any purpose it determines in its sole discretion.

7. To participate in the Panini Points Program, you must access Panini America’s Website (www.paniniamerica.net), follow the instructions, which may include the making of an individual Panini America account, and submit the unique code on the Points Card prior to the expiration date indicated on the Points Card. You agree that a Points Card can be used only once; that Panini America is not responsible for any expired, lost, or stolen Points Cards or any damage thereto that prevents use of the required unique information. 

8. Panini America, in its sole discretion, determines the individual trading cards and other products for which Panini America reward points may be exchanged. Panini America, in its sole discretion, determines the exchange rate of Panini America reward points. As a result, the exchange rate may change from time to time in Panini America’s sole discretion. Panini America reward points have no cash value. You may transfer Panini America reward points to another individual who has a Panini America account and agrees to these terms and conditions, only upon Panini America’s express permission. Panini America reward points cannot be transferred to a legal entity.

9. If you accrue Panini America rewards points but the accrual becomes invalid or the accrual was obtained fraudulently or in an unauthorized manner, the applicable Panini America rewards points will be removed from the individual Panini America account and any Panini Points Program exchanges resulting from such invalid or improperly accrued rewards points may be reversed or cancelled.

10. Items received as part of the Panini Points Program will ship consistent with these Terms. You agree that Panini America is not responsible for items that are lost or damaged in shipping. 

11. By accessing and using the Panini Points Program, you are representing to Panini America that you are the owner, or the authorized agent of the owner, of a valid and unexpired Panini Points Card. Once a Points Card has been redeemed, Panini America reward points will appear in the redeeming Panini America account.

12. You agree that you will not provide any false or misleading information to Panini America in connection with your participation in the Panini Points Program and that should you do so, you will have forfeited any of your rewards points rights. You are responsible for ensuring that your Panini America rewards points are properly credited. If you believe that Panini America rewards points have been redeemed but not properly credited, you may be required to submit documentation or other proof satisfactory to Panini America. Any claim for uncredited rewards points must be received by Panini America within 12 months after the reward points request occurred.

13. Panini America assumes no responsibility for and is not liable for any unauthorized access by third parties to any individual account and/or account information, including but not limited to any unauthorized reward point transaction or exchange made from the account, except as provided under applicable laws. Panini America assumes no obligation or duty to re-credit any unauthorized reward point exchange made by third parties; however, Panini America reserves the right to review, in its sole discretion, requests for re-crediting unauthorized reward point exchanges provided such request is made to Panini America within three months of the unauthorized exchange.

14. TO THE FULL EXTENT ALLOWED BY LAW, PANINI DISCLAIMS ANY DUTY OF GOOD FAITH AND FAIR DEALING AS WELL AS ANY IMPLIED CONTRACTUAL TERMS OR OBLIGATIONS IN CONNECTION WITH THE PANINI POINTS PROGRAM.

9. TERMS OF USE AGREEMENT - GENERATIVE AI

Panini may make available certain generative artificial intelligence features (“Generative AI Features”). Panini makes no representations or warranties of any kind, express or implied, regarding any Generative AI Features or any output generated by such features (“AI Outputs”), including any warranties of merchantability, non-infringement, accuracy, or fitness for a particular purpose. You are solely responsible for your use of any AI Outputs.

1. Nature and Limitations of Generative AI

1. Due to the nature of Generative AI, the information, responses, recommendations, and other outputs generated for you and other users (“AI Outputs”) may contain errors, omissions, inaccuracies, or may not be complete, timely, or up to date.

2. The Generative AI may misunderstand or misinterpret your inputs and may respond to a different question than the one you intended to ask.

3. AI Outputs are provided for general informational purposes only and should not be relied upon as professional, legal, financial, medical, or other expert advice.

4. You are responsible for reviewing and independently verifying any AI Outputs before making purchases, engaging in transactions, or taking any other action based on such AI Outputs.

2. Acceptable Use

1. You must not use the Generative AI Features to create, upload, or disseminate any content that is offensive, violent, abusive, pornographic, harassing, hateful, deceptive, fraudulent, illegal, or otherwise harmful.

2. You must not attempt to “break,” “trick,” or otherwise manipulate the Generative AI into bypassing, disabling, or disregarding any safeguards, content filters, security measures, or other protections implemented to protect users or the public.

3. You must not use the Generative AI Features for any purpose that violates applicable law or any third party’s rights (including intellectual property, privacy, or publicity rights).

3. Third-Party AI Solutions and Data You Provide

1. Panini America uses third-party service providers to power some or all of the Generative AI Features. These third parties may process, store, and use your inputs and the AI Outputs in accordance with their own terms and policies, as well as Panini America’s Privacy Policy.

2. You are solely responsible for the content, information, and materials you submit to or through the Generative AI Features (“User Inputs”).

3. You should assume that any User Inputs and AI Outputs are not confidential and may be visible to Panini America, its service providers, and other third parties.

4. Do Not Share Sensitive or Confidential Information

1. Do not submit or share any of the following through the Generative AI Features:

1. Personal data that could identify you or others (for example, full name, address, phone number, payment card details, government-issued IDs, or account credentials);

2. Sensitive personal information (for example, health information, financial account information, precise location, or information about children);

3. Proprietary, trade secret, or other confidential business information.

2. If you choose to share such information despite this prohibition, you do so at your own risk, and Panini America disclaims all responsibility and liability arising from such disclosure.

5. No Warranties

1. The Generative AI Features and all AI Outputs are provided on an “as is” and “as available” basis.

2. Panini America makes no representations or warranties of any kind, express or implied, including without limitation any warranties of merchantability, non-infringement, accuracy (of any materials, data, information, responses, results, or content), or fitness for a particular purpose.

3. Panini America does not warrant that the Generative AI Features will:

1. operate without interruption or be secure, accurate, complete, reliable, or error-free;

2. correct any defects or errors; or

3. meet your requirements, expectations, or intended use.

6. Limitation of Liability

1. To the maximum extent permitted by applicable law, Panini America is not liable for:

1. your use of or inability to use the Generative AI Features;

2. any inaccurate, incomplete, misleading, or otherwise problematic AI Outputs; or

3. any content, materials, or results generated by or in connection with your use of the Generative AI Features or the Panini America Website or applications.

2. This limitation of liability applies to all theories of liability, whether based in contract, tort (including negligence), strict liability, or otherwise, and whether or not Panini America has been advised of the possibility of such damages.

3. Relationship to Other Terms: These Generative AI terms are in addition to, and form part of, Panini America’s overall Terms and Privacy Policy. In the event of a conflict between these Generative AI terms and the general Terms, these Generative AI terms will govern solely with respect to your use of the Generative AI Features.

10. TERMS OF USE AGREEMENT – BLOCKCHAIN

1. Apps, Services, Marketplace, Bridge, NFTs, and Digital Trading Cards

1. By using any application (“App”) or Services, including but not limited to any App or Service for the sale, purchase, or transfer of digital trading cards or other marketplace (“Marketplace”) approved by PDL in its sole discretion, PDL Blockchain, and Bridge (defined below) provided by Panini Digital LLC (“PDL”), you, in addition to agreeing to these Terms and Privacy Policy, agree to these additional Blockchain Terms and understand and agree that you are forming a binding contract.

2. The Apps and Services allow you to purchase, sell, own and transfer digital trading cards (“Digital Trading Cards”), including those uniquely associated with non-fungible tokens (“NFTs”). Using the NFT and a private blockchain platform (“PDL Blockchain” or “Platform”), PDL will ensure that when a user trades or sells a Digital Trading Card, the acquiring App user will be the only App user who has access to that Digital Trading Card via that NFT and, thereafter, will be the only App user who can trade or sell the card uniquely associated with that NFT or otherwise interact with the Digital Trading Card associated with that NFT. The previous owner of the Digital Trading Card associated with that NFT will no longer be able to access or interact with the Digital Trading Card associated with the NFT.

3. Digital Trading Cards and NFTs are intended solely as digital collectibles for personal, consumptive entertainment, enjoyment, and collecting, and are not designed, marketed, or offered as investment contracts, investments, securities, or any other form of financial product. The value of each Digital Trading Card is inherently and entirely subjective, in the same way the value of other collectibles is inherently subjective, and Digital Trading Cards and NFTs have no inherent or intrinsic value. Some collectors might prefer to have one Digital Trading Card, while another might prefer an equivalent Digital Trading Card. Athletes can have more than one Digital Trading Card associated with them, and those Digital Trading Cards may each have different characteristics. 

1. You understand that the market for NFTs is new and volatile, and that the price of a Digital Trading Card or NFT as it relates to fiat currency may vary greatly over a short period of time, impacting the liquidity and price of a Digital Trading Card or NFT. Digital Trading Cards and NFTs have no inherent or intrinsic value and no expectation of appreciation in value, profit, or return, and are intended for personal consumptive entertainment and enjoyment only. They are not intended or suitable for investment, speculation, or financial gain. PDL cannot and does not guarantee that any Digital Trading Card or NFT will retain its original value, or that there will be any secondary market or liquidity for Digital Trading Cards or NFTs, and factors occurring outside of the PDL ecosystem may materially impact the value, liquidity, demand, popularity, utility, and desirability of any particular Digital Trading Card or NFT. 

2. You acknowledge and agree that PDL does not and will not provide any advice regarding the investment, tax, or legal implications of purchasing, holding, or selling any Digital Trading Card or NFT, and you should not rely on any Digital Trading Card or NFT for investment, speculative, or financial purposes. PDL makes no representations, warranties, or guarantees with respect to: (i) the present or future market value of any Digital Trading Card or NFT; (ii) the potential for profit, appreciation, or return; (iii) the existence or continuation of any secondary market or liquidity for Digital Trading Cards or NFTs; or (iv) any level of ongoing demand, popularity, utility, or other benefits for Digital Trading Cards or NFTs. You purchase, hold, use, and dispose of Digital Trading Cards and NFTs entirely at your own risk and for your own personal purposes. 

3. Digital Trading Cards and NFTs are not securities as defined under the securities laws of the United States. However, the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new laws, regulations, or policies, or changes to existing laws, regulations, or policies, may materially adversely affect the development of the PDL ecosystem and the potential utility, value, transferability, or price of any Digital Trading Card or NFT. Domestic or foreign governments, and regulatory or quasi-regulatory authorities, may adopt legislation, regulations, rules, guidance, or enforcement positions that negatively impact the use, transfer, exchange, or price of Digital Trading Cards or NFTs.

4. From time-to-time, PDL may make products available through an Initial Product Offer (“IPO”). Unless otherwise specified at the time of the IPO, pricing for IPO items will be based on the number of items offered and the offers made for those items. Offers made by other buyers will not be visible to buyers or the public. PDL will sell the items to the buyers with the highest offers (the “Winning Offers”) at a price equal to the lowest of the Winning Offers.

5. PDL may make Digital Trading Cards available in pack form (“Pack Drops”). Pack Drops may utilize various distribution, pricing, and allocation mechanics, including limited quantity releases, randomized pack distributions, Dutch auctions, waiting rooms/queues, and timed-release windows. PDL may modify, replace, or discontinue any and all distribution, pricing, and allocation mechanics. PDL is not responsible and will not compensate, refund, or guarantee access to any Pack Drop for any reason whatsoever, including, but not limited to high demand, network congestion, device/browser issues, payment issues, queue expiration, inventory selling out, and/or third-party gateway failures. User acknowledges that all Digital Trading Card and Pack Drop purchases are final.

6. PDL may classify certain NFTs as “Non-Mintable” for any reason and at any time, including due to licensing requirements, league restrictions, legal or compliance considerations, or other business needs. If an NFT is designated as Non-Mintable, it may not be bridged or otherwise transferred via the Bridge (defined below), even if previously eligible, and PDL shall have no responsibility or liability for any resulting market impact or change in value. Ownership of an NFT, whether held on the PDL Blockchain, bridged to Ethereum, or stored in an external wallet, does not confer any ownership, license, or other rights in or to the underlying images, likenesses, trademarks, logos, designs, or other intellectual property. All such rights are retained by PDL and/or its licensors. Users may not reproduce, modify, or commercially exploit NFT content, mint derivative works, use it for merchandise or marketing, or imply any endorsement or association. 

7. PDL is not responsible or liable for any delays, inaccuracies, or discrepancies in NFT metadata on Ethereum or other external networks, including delays in metadata propagation or updates. PDL has no control over how NFTs appear or are rendered on OpenSea, Etherscan, or any other third-party marketplace, wallet, or explorer, including any differences in formatting, trait labels, visual presentation, or display style. You acknowledge that NFT appearance and metadata may vary across platforms.

8. Bridge eligibility, Marketplace functionality, or other features related to the App or Services may vary on a per-serial basis, even within the same collection. Some serials may be eligible for bridging or other functionality while others are not, based on licensing, technical, or policy considerations determined by PDL in its sole discretion. Any such differences in eligibility, functionality, or other features do not entitle you to refunds, credits, compensation, or give rise to any other claims against PDL.

9. You acknowledge that PDL is not an auctioneer. PDL makes the Marketplace available to App users so that App Users may offer, buy, or sell Digital Trading Cards associated with a specific NFT to other App users. PDL, itself, does not buy or sell the seller’s product. The actual contract for sale is directly between the seller and buyer. PDL is only providing the Marketplace, Platform, related infrastructure, and all other Services as a service to App users. Prices are set by the seller. PDL does not guarantee that items will sell. App users that list an item for sale and set an ask price (“Ask Price”) are making a binding offer to sell and deliver the item to a buyer. An App user who offers to buy a posted item, once accepted by the seller, is contractually and legally bound to pay the specified price for such item and the price will be charged to the buyer’s account.

10. You understand and agree that participating in the App and using the Services involves risk, and that PDL makes no guarantees or promises of any kind with respect to:

1. future values or appreciation of any NFTs, Digital Trading Cards, Pack Drops or other packs, items, tokens, or assets;

2. price floors, minimum values, or price stability;

3. liquidity, including your ability to buy, sell, or otherwise dispose of any Digital Trading Cards, Pack Drops or other packs, items, tokens, or assets at any time;

4. continuous or error-free Marketplace, PDL Blockchain, or Wallet, uptime; 

5. Marketplace, PDL Blockchain, or Wallet availability, or functionality; or

6. specific rarity, distribution, or outcomes (including the contents of any Pack Drops or other packs).

11. All transactions are final, non-cancellable, and irreversible, and you assume all risk of loss or disappointment arising from your use of the Services.

12. When you trade or sell, a Digital Trading Card to another App user, PDL will charge the seller PDL’s then-current service fee. PDL’s current processing fees are set forth as follows:

13. PDL will take as a service fee after a successful sale of a Digital Trading Card on the Marketplace based on the following rate schedule (other third-party payment service fees may apply):

1. $1 to $50,000.00 - 5%

2. $50,000.01 and upwards - 2.5%

14. Ownership of Digital Trading Cards is mediated entirely by PDL’s Services. However, you may not copy or attempt to copy or circumvent the restrictions in the Apps or Services to make additional copies of any Digital Trading Card, except as explicitly provided in this Agreement. 

15. PDL is not responsible or liable for any transactions, purchases, sales, or listings that occur on third-party or external marketplaces, Websites, or platforms, including but not limited to transactions involving fake collections, impersonators, spoofed accounts, or incorrect or fraudulent contract addresses. You are solely responsible for verifying the accuracy and authenticity of any NFT collection, contract address, or listing before transacting. PDL does not control and does not guarantee the safety, legitimacy, or authenticity of any external marketplace or transaction.

16. Subject to your continued compliance with these Terms, PDL grants you a ‎worldwide, non-exclusive, license to use, copy, and display the Digital Trading Card, solely for the ‎following purposes: (i) for your own personal, non-commercial use; and/or (ii) as part of a Marketplace that ‎permits the purchase and sale of your Digital Trading Card. PDL retains all rights not expressly granted to you, and such rights remain in full force even if a Digital Trading Card is bridged to Ethereum or stored in an external wallet. Any license to view, display, or use a Digital Trading Card is limited, conditional, and revocable. PDL may restrict or disable bridging, display, transfer, or usage of a Digital Trading Card if licenses or underlying rights change, expire, or require such action. You agree not to use the PDL Materials in any way other than in connection with your use of the Apps or Services.

17. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APPS AND SERVICES IS AT YOUR SOLE RISK, AND THAT THE APPS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PANINI, PDL, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

18. You acknowledge and agree that PDL (or, as applicable, our licensors) owns ‎all legal right, title and interest in and to all elements of the Apps, and Services and all intellectual property rights therein (including, without limitation, all designs, systems, methods, information, computer ‎code, software, services, “look and feel”, organization, compilation of the content, code, data, and all ‎other elements of the Apps and Services (collectively, the “PDL Materials”). Your rights only extend to the Digital Trading Cards you purchase. You acknowledge that the PDL Materials are protected by copyright, trade dress, patent, and trademark laws, international ‎conventions, other relevant intellectual property and proprietary rights, and applicable laws. All PDL Materials are the copyrighted property of PDL or its licensors, and all trademarks, service ‎marks, and trade names associated with the Apps, Digital Trading Cards or Services otherwise contained in the PDL Materials are ‎proprietary to PDL or its licensors. Except as expressly set forth herein, your use of the Apps, and Services does ‎not grant you ownership of or any other rights with respect to any content, code, data, or other ‎PDL Materials that you may access on or through the Apps or Services. We reserve all rights in and to the ‎PDL Materials that are not expressly granted to you in this Agreement. For the sake of clarity, you ‎understand and agree: (a) that your purchase of a Digital Trading Card, ‎does not give you any rights or licenses in or to the PDL Materials other than those expressly contained herein; (b) that ‎you do not have the right, except as otherwise set forth herein, to reproduce, distribute, or ‎otherwise commercialize any elements of the PDL Materials ‎without our prior written consent in each case, which consent PDL may withhold in its sole and ‎absolute discretion; and (c) that you will not apply for, register, or otherwise use or attempt to use any PDL trademarks or service marks, or any confusingly similar marks, anywhere in the world without ‎our prior written consent in each case, which consent we may withhold at our sole and absolute ‎discretion.‎ While you own the particular Digital Trading Cards you purchase, the copyright associated with each Digital Trading Card remains with PDL or its licensors and you may not copy the Digital Trading Card, except as set forth in these Terms and Conditions.

19. You agree that you may not, nor permit any third party to do or attempt to do any of the ‎foregoing without PDL’s express prior written consent in each case: (i) modify the Digital Trading Card or NFT ‎in any way, including, without limitation, the designs, drawings, attributes, or color schemes; (ii) use ‎the Digital Trading Card to advertise, market, or sell any third-party product or service; (iii) use the Digital Trading ‎Card in connection with images, videos, or other forms of media that depict hatred, intolerance, ‎violence, cruelty, or anything else that could reasonably be found to constitute hate speech or ‎otherwise infringe upon the rights of others; (iv) use the Digital Trading Card in movies, videos, or any other ‎forms of media, except to the limited extent that such use is expressly permitted in this Agreement or solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain ‎‎(including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise ‎commercialize merchandise that includes, contains, or consists of the Digital Trading Card, except as expressly ‎permitted in these Agreement; (vi) attempt to trademark, copyright, or otherwise acquire additional ‎intellectual property rights in or to the Digital Trading Card; or (vii) otherwise utilize the Digital Trading Card for your ‎or any third-party’s commercial benefit. The restrictions in this Section will survive the expiration or ‎termination of this Agreement.

20. If at any time you sell, trade, donate, give away, ‎transfer, or otherwise dispose of your Digital Trading Card for any reason, all rights you have in the Digital Trading Card will immediately expire without the requirement of notice, and you will ‎have no further rights to access, sell, trade or otherwise interact with the associated Digital Trading Card.

21. These Terms and Conditions regarding Digital Trading Cards may be modified from time to time by PDL and your continued use of any PDL App or Services constitutes acceptance of those modifications. ‎IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, IMMEDIATELY STOP USING THE APPS AND THE SERVICES

22. PDL is constantly changing the Apps and Services to help provide the best possible experience. You acknowledge ‎and agree that the form and nature of the Apps and Services, and any part of it, may change from time to time ‎without prior notice to you, and that we may add new features and change any part of the Apps and Services at any ‎time without notice.‎

23. The Apps and Services may include hyperlinks to other websites or resources (collectively, “External Sites”), which ‎are provided solely as a convenience to our users. We have no control over any External Sites. You ‎acknowledge and agree that PDL is not responsible for the availability of any External Sites, and that ‎we do not endorse any advertising, products or other materials on or made available from any External ‎Sites. Furthermore, you acknowledge and agree that PDL is not liable for any loss or damage which ‎may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any ‎reliance placed by you upon the completeness, accuracy or existence of any advertising, products or ‎other materials on, or made available from, any External Sites.‎

24. The Apps may be accessible on computers, mobile phones, tablets and other mobile devices. The Services include use of computer application software for interacting with the Digital Trading Cards.

2. Access to and Use of the Digital Trading Cards, Apps and Services

1. PDL retains the right, in its sole discretion, to discontinue provision of the Services and prevent use of the Apps to anyone for any reason at any time. Interruptions in availability may be due to circumstances within the control of PDL, such as software maintenance, or outside the control of PDL. 

2. The Apps and Services may be altered, suspended or terminated at any time by PDL in its sole discretion.

3. As a precondition to your use of the Apps or Services, you agree to the following:

1. Pursuant to Section X(B)(4), you are not a Prohibited User; 

2. Pursuant to Section X(B)(5), you are using the Apps or Services lawfully in the jurisdiction in which you are located in or reside; 

3. Subject to Section X(B)(6), you are 21 years of age and have reached the age in your state to be able to create a binding legal obligation;

4. Your use of the Apps or Services will conform to this Agreement;

5. You will use the Apps or Services only for lawful purposes;

6. Your use of the Apps or Services is for you personally or as a gift for another person; and

7. The information you provide to PDL is truthful and accurate.

4. The Apps and Services are not available in all jurisdictions or to all individuals, corporations, partnerships, trusts, unincorporated organizations, governmental offices or agencies, and the executors, administrators or other legal representatives of an individual in such capacity (“Persons”). The following Persons are prohibited from using the Apps or Services (each, a “Prohibited User”): (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (“OFAC”), Specially Designated Nationals List (“SDN”), United States Commerce Department’s Denied Persons or other similar lists; (ii) Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by the United States; (iii) Persons who are not residents of and located in an Approved Region (the United States and where the Apps and Services are made available, such as it may be from time to time); (iv) Persons, or their affiliates, who have been subject to an Account termination for cause; (v) Persons that are not individual natural persons, and (vi) a Person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a user (“Bots”). 

5. You are prohibited from accessing or using the Apps or Services in, from or through a location where your use of the Apps or Services would violate any applicable law. By using the Apps or Services, you represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Apps or Services while located or residing in any such jurisdiction. PDL may implement controls to restrict access to the Apps or Services from any jurisdiction from which use of the Apps or Services are prohibited. You shall comply with such restrictions, even if the methods imposed by PDL to prevent the use of the Apps or Services are not effective or can be bypassed.

6. To be eligible to use the Services, you must be at least 21 years old. PDL does not allow users under 21 years of age to use the Services, even with the consent of a parent or legal guardian. Notwithstanding the foregoing, PDL reserves the right to institute a program to facilitate access for users under the age of 21 with the consent of the user’s parent or legal guardian (“Parental Consent Program”). The Parental Consent Program may be offered at PDL’s sole discretion and may be modified or discontinued without notice. PDL strictly prohibits access by users under 21 years old unless access is pursuant to a Parental Consent Program. In addition, there are certain features which may or may not be available to you depending on your location and other criteria.

7. App users who use the Marketplace agree that they have read and understand the Buying and Selling Policy.

8. Any Marketplace offers, pricing, or promotions displayed within the Apps or Services apply only to eligible NFTs that currently reside on the PDL Blockchain. Offers are not guaranteed to apply to NFTs that are held on Ethereum or any other external network, are in escrow, or are in the process of being bridged on the Bridge. PDL has no obligation to honor offers for NFTs that are not on the applicable supported chain at the time of the transaction.

3. Your Account and Notices

1. To use some or all portions of the Apps and Services, including the Marketplace, PDL Blockchain, and Bridge, you may be required to create an account using accurate information regarding your name, age, email address and a valid credit card (“Account”). You are responsible for updating and correcting any Account information. You will be required to create a username and password. You agree to be the sole user of such username and password and to protect and safeguard the use thereof from others. You agree that you are responsible for any activity on your Account. You agree to notify PDL immediately of any unauthorized use of your Account or of any other breach of security. Your Account is non-transferable. PDL may disable your Account for any reason at any time. 

2. PDL is required to identify users of our App and Services to ensure we remain in compliance with Know-Your-Customer (“KYC”) / Anti-Money Laundering (“AML”) laws in the jurisdictions in which we operate. PDL collects and verifies information about you in order to: (i) protect PDL and the community from fraudulent users; and (ii) to keep appropriate records of PDL’s customers. 

3. All users who wish to use the App and Services are required to satisfy KYC/AML processes by:

1. Providing your name and valid email address, a password and your state of residence;

2. Certifying that you are 21 years or older;

3. Accepting User Agreement and Privacy Policy; and

4. Verifying your identity by submitting the following information:

1. Name

2. DOB

3. Physical address

4. SSN (or ID # from gov’t issued ID)

5. Source of funds

6. Income/employment information (US only)

7. Explanation of activity (US only)

4. In addition, all U.S. customers who wish to send and receive Digital Assets on to the PDL Blockchain are required to:

1. Submit a copy of an acceptable form of identification (i.e. passport, state driver's license, or state identification card); and

2. Submit a picture of yourself or a selfie from your webcam or mobile phone.

5. Users must be verified before: 

1. purchasing primary NFT packs; 

2. transacting in the Marketplace; and 

3. depositing or withdrawing funds or Digital Assets from the Wallet (defined below).

6. Submitting false information, or submitting falsified or altered identification documents, may result in: 

1. Immediate account termination

2. Frozen funds pending review

3. Possible reporting to authorities; and

4. Loss of access to the App and Services

7. If a user fails to pass KYC/AML verification, the decision is final. User acknowledges that PDL cannot override a failed verification. Users further acknowledge that the opportunity to undergo KYC/AML verification may be unavailable, or in the future may become unavailable, in certain jurisdictions.

8. PDL may send you notices with respect to the Apps, Services or your Account by sending an email message to your Account email address or a letter via postal mail to your Account mailing address, or by a posting on the App. Notices sent by email and notices posted on the App or Services will become effective immediately. Notices sent via postal mail will be effective five (5) business days after they are sent.

9. PDL may allow the use of an electronic wallet (“Wallet”) on its Marketplace and Platform. Once you set up your Account and Wallet, you may purchase, collect, display, trade and sell your PDL NFTs in your Wallet, subject to these Terms. You may purchase NFTs in the Marketplace in two ways: (a) by buying NFTs from PDL in pack form, or (b) by buying NFTs directly from other users in transactions on the Platform in the Marketplace.

10. Wallet connections, permissions, and related settings for Wallets are stored locally on your device or browser and are not controlled or retained by PDL. If you change, update, or reset your browser or device, it is your responsibility to reconnect or re-authorize your Wallet in order to continue using certain features. PDL has no control over, and makes no representations or warranties regarding, the availability, security, or reliability of any Wallet extension or connection methods.

11. Users may fund their Wallet using supported cryptocurrencies via BitPay (or such other processor as we may designate from time to time). Crypto deposits are processed by BitPay and converted to U.S. dollars before being credited to the Wallet. Users may also fund their Wallet using debit or credit cards or PayPal, which are processed by Braintree (or such other payment processor as PDL may designate from time to time). Funds held in the Wallet may be used solely for: (i) transactions on the Marketplace and (ii) primary pack purchases within the PDL Blockchain. All deposits must be made for bona fide, lawful, and legitimate transaction purposes only. Deposits that appear inconsistent with normal transactional use, including deposits made without a good-faith intent to transact on the Platform, may be subject to review and may trigger compliance or fraud alerts, account restrictions, reporting obligations, or other actions as required or permitted by applicable law.

12. The current minimum withdrawal threshold is $100 (subject to change). Deposits made solely to meet the withdrawal requirement may be denied. Only funds earned from legitimate marketplace activity apply toward withdrawal eligibility.

13. Digital Trading Cards may, where supported, be transferred between the PDL Blockchain and the Ethereum network via PDL’s bridging or related functionality (the “Bridge”). The Bridge is designed to ensure that, at any point in time, a bridged NFT exists in an active and transferable state on only one supported blockchain. Users may use the Bridge to move NFTs back and forth between the PDL Blockchain and the Ethereum blockchain, via a “lock-and-mint / unlock” model. Transfers using the Bridge are subject to technical, network, and third-party constraints. 

1. When an NFT is placed into the Bridge withdrawal pool or any similar escrow mechanism in connection with the Bridge or related Services, you acknowledge and agree that: (i) temporary ownership, control, and custody of the NFT passes to a PDL-designated escrow account or smart contract solely for the purpose of facilitating the applicable bridge or withdrawal transaction, and (ii) you will not have the ability to transfer, sell, or otherwise exercise control over the NFT until the process is completed or the NFT is released from escrow. PDL does not guarantee any specific processing, settlement, or completion time for escrow or bridge withdrawal transactions, and such timeframes may be affected by network conditions, technical issues, or other factors. You expressly waive any right to seek compensation, damages, or other remedies from PDL arising out of or relating to any delay or extended processing time while an NFT is in escrow.

14. You acknowledge that escrow synchronization, bridge processing, and NFT minting or unlocking events may require variable amounts of time to complete, including due to blockchain network congestion, third-party infrastructure performance, or other technical or operational factors outside of PDL’s direct control. PDL does not guarantee any specific timeframes for syncing, confirmation, or minting of NFTs on any supported blockchain, whether in connection with the Bridge or otherwise. Any delays, slow confirmations, or extended processing times shall not be deemed a failure of service or a breach of this Agreement, and, to the maximum extent permitted by applicable law, do not give rise to any right of refund, compensation, or other remedy against PDL.

15. User acknowledges that PDL does not guarantee or warrant uptime, processing time, or uninterrupted Bridge access. PDL may modify, suspend, restrict, or discontinue any aspect of the Bridge (including supported blockchains, mechanics, and smart contracts) at any time in its discretion due to, inter alia, licensing or IP restrictions, AML or compliance concerns, technical or security issues, detected fraud or multi-account patterns, league-specific directives, and/or scheduled or emergency maintenance. PDL will not provide refunds or compensation due to the lack of availability of bridging.

16. To the maximum extent permitted by applicable law, PDL is not responsible or liable for, and you expressly assume all risks arising from or relating to:

1. Any bugs, exploits, vulnerabilities, malfunctions, or other issues in or affecting smart contracts (whether or not deployed by PDL);

2. Any unauthorized access to, or breach or compromise of, your Wallet(s) or private keys;

3. Any congestion, delay, failure, or other performance issues on the Ethereum network or any other supported blockchain;

4. Any blockchain reorganizations, chain splits, forks, or similar consensus-related events; or

5. Any actions, omissions, errors, or behavior of validators, miners, or other network participants on any supported blockchain.

17. You hereby agree you will not file a chargeback without alerting PDL support, and acknowledge that your failure to do so may result in the permanent closure of your Account, the loss of Marketplace access, and loss of the privilege to do business with PDL. You further acknowledge and agree that PDL may allow its third-party vendors to debit any sums due by you in connection with transactions that are subject to chargebacks, fraud or other potential risks, in accordance with any third-party vendor’s terms and conditions for payment services.

18. You are responsible for all payments, fees, taxes (if applicable), and costs when engaging in any transactions involving Digital Trading Cards, the App, or the Services, including, without limitation, the purchase price, transaction fees and all other fees associated with you transacting on the Platform.

4. Fees and In App Purchases

1. You agree to pay for any In App purchases or other applicable fees, including “gas” fees incurred in connection with your use of the Services. You agree that all In App purchases are final and non-refundable. Purchase prices as listed in the Apps may be altered by PDL, from time to time, in its sole discretion. Although the App may be free to use initially, PDL reserves the right to charge you fees to continue to use the App or Services. Gas or other transaction fees spent on transactions that fail, are reverted, or otherwise do not complete as intended are not refundable by PDL.

2. If you elect to purchase, sell, trade, or access Digital Trading Cards on the Apps or Services with or from other App users via the ‎App, any financial transactions that you engage in will be conducted solely through PDL’s ‎network. PDL will not control or reverse any transactions between you and another App user. Except for the initial purchase of an NFT associated with a Digital Trading Card, PDL will have no liability to you or to any third ‎party for any claims or damages that may arise as a result of any transactions that you engage in via the ‎App or Services. ‎

3. Each time you use the Marketplace to sell a Digital Trading Card, you will be charged and pay to PDL a service fee. That service fee is used to run the App and Services. You authorize PDL to collect the service fee based on the total value of that transaction as described in Section X(A)(13), above. You acknowledge and agree that the service fee will be transferred directly to us ‎through our network as part of your sales transaction.

4. You will be solely responsible to pay any and all sales, use, value-added and other ‎taxes, duties, and assessments (except taxes on PDL’s net income) now or hereafter claimed or ‎imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Apps or Services including, without limitation, any Taxes that may become payable as the result of your ownership, trading of the or access to any Digital Trading Card. Except for income taxes levied on PDL’s net income, you: (i) ‎will pay or reimburse PDL for all national, federal, state, local or other taxes and assessments of any ‎jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or ‎other import or export taxes, and amounts levied in lieu thereof based on charges set, services ‎performed or payments made hereunder, as are now or hereafter may be imposed under the ‎authority of any national, state, local or any other taxing jurisdiction; and (ii) will not be entitled to ‎deduct the amount of any such taxes, duties or assessments from payments made to PDL pursuant to ‎this Agreement. You confirm that you are not a resident in Canada nor are you registered for Goods and ‎services tax / Harmonized sales tax (“GST” / “HST”) or Provincial sales taxes (“PST”) in Canada and will inform PDL if your status changes in the future.‎

5. Authorized Users

1. Any individual who establishes an Account and abides by this Agreement may be an authorized user of the Apps so long as he or she is over the age of 21. If you use the Apps you are representing to PDL that you are at least 21 years of age. You agree not to assist any individual who is 21 years old or younger in using the App. During your use of the App and Services, you agree not to contact or solicit any interaction with any individual who is younger than 21 years of age.

6. User Content and Feedback

1. You may choose to submit any text, graphics, photos or other materials, content, comments, bug reports, ideas or other feedback about the Apps or Services, or items sold or purchased therein, ‎including without limitation about how to improve the App or Services (collectively, “Feedback”). By submitting ‎any Feedback, you agree that PDL is free to use that Feedback at PDL’s discretion and without ‎additional compensation to you, and to disclose that Feedback to third parties (whether on a non-‎confidential basis, or otherwise). You hereby grant PDL a perpetual, irrevocable, nonexclusive, ‎worldwide license for all rights necessary for us to incorporate and use your Feedback for any ‎purpose.‎

7. Term and Termination

1. PDL will cancel your Account for non-payment of any In App Purchases, required fees or any other violation of this Agreement. You may terminate this Agreement at any time by canceling your Account on the Apps or Services and discontinuing ‎your access to and use of the Apps and Services. You will not receive any refunds if you cancel your Account, or ‎otherwise terminate this Agreement and you will no longer be able to access any Digital Trading Card associated NFTs you have purchased. You agree that PDL, in our sole discretion and for any or no reason, ‎may terminate this Agreement and suspend and/or terminate your Account(s) for the Apps and Services.

2. You agree ‎that any suspension or termination of your access to the Apps and Services may be without prior notice, and that PDL ‎will not be liable to you or to any third party for any such suspension or termination. If PDL terminates ‎this Agreement or suspends or terminates your access to or use of the Apps or Services due to your breach of this Agreement or any suspected fraudulent, abusive, or illegal activity, then termination of this Agreement will be ‎in addition to any other remedies PDL may have at law or in equity. Upon any termination or expiration ‎of this Agreement, whether by you or PDL, you will no longer have access to information that you have ‎posted on the Apps or Services or that is related to your Account, and you acknowledge that we will have no ‎obligation to maintain any such information in our databases or to forward any such information to you ‎or to any third party. Sections X(A)(1), (14), (18), (19), (21), (23), X(B), X(C), X(D)(1), (4), X(F)-(I), X(G)(1), and X(K)-(S) will survive the termination or expiration of this Agreement for any reason.‎

8. Privacy Policy

1. PDL’s Privacy Policy describes the ways we collect, use, store and disclose your personal information, ‎and is hereby incorporated by this reference into Terms of Use Agreement. You agree to the collection, use, ‎storage, and disclosure of your data in accordance with PDL’s Privacy Policy.‎

9. Acknowledgments

1. You acknowledge and agree that Digital Trading Cards and NFTs are not securities and are not governed by any laws or agencies overseeing such laws, such as the Securities and Exchange Commission. 

2. You acknowledge that the Apps are owned solely by PDL. 

10. User Conduct

1. You agree that you are responsible for your own conduct while accessing or using the Apps and Services, and for any ‎consequences thereof. ‎ You agree to comply with the following non-exhaustive list of requirements during your use of the PDL Apps and Services.

2. You agree not to, or attempt or assist another person to, copy, violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with the Apps or Services.

3. You agree that you will NOT use the Apps or Services to:

1. Upload, download, post, email, transmit, store or otherwise make available any content that is objectionable, demeaning, unlawful, harassing, threatening, harmful, defamatory, obscene, invasive of another’s privacy, hateful or offensive;

2. pretend to be anyone or any entity, you are not; 

3. infringe the rights others, including copyrights or other intellectual property rights;

4. make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere with or limit the normal operation of the Apps or Services or any part thereof, or any other computer software or hardware;

5. engage in any fraudulent or illegal activity, such as, but not limited to, illegal gambling or wagering;

6. cheat or otherwise modify the Apps to effect an advantage for one App user over another. Or

7. train large learning models or in connection with any artificial intelligence input or output services.

4. You agree that you will NOT use the Wallet or any instrumentality whatsoever to engage in any manipulative, deceptive, abusive, fraudulent, or otherwise unlawful activities in connection with your access to or use of the Apps and Services, including, without limitation:

1. wash trading;

2. price manipulation or attempts to artificially influence market pricing or volume;

3. multi-account cycling or other schemes involving multiple accounts to distort activity or outcomes;

4. spoofing, shill offers, or false bidding;

5. coordinated or collusive buying and/or selling, whether through one or more accounts or users;

6. suspicious wallet activity, including patterns indicative of fraud, market abuse, money laundering, or other illicit conduct;

7. use bots, automation, scripts, or similar technology; or

8. attempt to exploit PDL’s or any third-party service provider’s APIs.

5. Engaging in any of the foregoing may, in PDL’s sole discretion, result in suspension of the user’s Account and freezing of any associated funds. Frozen funds may be transferred to a segregated suspended-funds account and will remain unavailable for use or withdrawal until PDL completes its review and, where appropriate, any required reporting or remediation.

6. By way of example, and not as a limitation, you may not, and may not allow any third-party to: (i) send, ‎upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, ‎or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted ‎files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person ‎‎(via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available ‎through the App any content that infringes the intellectual proprietary rights of any party; (v) use the ‎Apps or Services to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, ‎promote, or encourage illegal activity (including, without limitation, money laundering); (vii) interfere ‎with other users’ enjoyment of the Apps or Services; (viii) exploit the Apps or Services for any unauthorized commercial ‎purpose; (ix) modify, adapt, translate, or reverse engineer any portion of the Apps or Services; (x) remove any ‎copyright, trademark or other proprietary rights notices contained in or on the Apps or Services or any part of it; ‎‎(xi) reformat or frame any portion of the Apps or Services; (xii) display any content on the Apps or Services that contains any ‎hate-related or violent content or contains any other material, products or services that violate or ‎encourage conduct that would violate any criminal laws, any other applicable laws, or any third party ‎rights; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index ‎any portion of the Apps or Services or the content posted on the Apps or Services, or to collect information about its users for ‎any unauthorized purpose; (xiv) create user accounts by automated means or under false or ‎fraudulent pretenses; (xv) attempt to interfere with the free and fair operation of the Marketplace; (xvi) take any action that PDL determines, in its sole discretion, negatively impacts the Marketplace; or (xvii) access or use the Apps or Services for the purpose of creating a product or service ‎that is competitive with any of PDL’s products or services. If you engage in any of the activities ‎prohibited by this Section, PDL may, at our sole and absolute discretion, without notice to you, and ‎without limiting any of our other rights or remedies at law or in equity, immediately suspend or ‎terminate your user Account and/or delete your NFT and your access to Digital Trading Cards images and descriptions from the Apps ‎and Service.

7. PDL reserves the right, at any time and in its sole discretion, to take one or more of the following actions in response to one or more suspected or actual violations of these Terms, suspicious activity, or as otherwise required or permitted by law:

1. remove, restrict, or modify any Marketplace listing;

2. freeze or otherwise restrict access to Wallet funds;

3. suspend, limit, or terminate any Account;

4. block or restrict access from specific devices, browsers, or IP addresses; and/or

5. investigate, document, and report conduct or account activity to law enforcement, regulatory authorities, payment processors, or other third parties as appropriate.

8. NOTWITHSTANDING ANY OTHER TERMS OF THIS AGREEMENT, IF PDL REASONABLY BELIEVES THAT YOU ARE ENGAGED IN ANY PROHIBITED OR UNLAWFUL ACTIVITIES, INCLUDING ANY VIOLATIONS OF THESE TERMS, IN ADDITION TO PANINI AMERICA’S AND PDL’S RIGHT TO IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCOUNT AND OTHER ACTIONS, PDL ALSO RESERVES THE RIGHT, AT OUR SOLE AND ABSOLUTE DISCRETION, WITHOUT NOTICE OR LIABILITY TO YOU, TO TAKE ANY OR ALL OF THE FOLLOWING ACTIONS: (A) TO DEEM ANY TRANSACTION THAT TOOK PLACE VIA OR AS THE RESULT OF SUCH ACTIVITIES TO BE VOID AB INITIO; AND/OR (B) TO IMMEDIATELY CONFISCATE ANY DIGITAL TRADING CARDS OR NFTS THAT WERE PURCHASED OR ACQUIRED AS THE RESULT OF SUCH PROHIBITED OR UNLAWFUL ACTIVITIES.

9. PDL maintains the anonymity of App users in accordance with its Privacy Policy, but reserves the right to investigate violations of law or these Terms. As part of such investigation or upon inquiries from applicable government agencies or law enforcement, PDL may disclose your information to such agencies, law enforcement, or PDL’s professional advisors.

10. PDL offers an NFT Discord channel to provide community-driven resource fueled by passion and interest and devoted to all things NFT. User agrees to comply with Discord’s Terms of Service and Community Guidelines (the “Discord Rules”), and acknowledges that violations of the Discord Rules may result in suspension of both your Account and Discord account. User acknowledges that PDL’s decisions in this regard are final. 

11. DISCLAIMER OF WARRANTIES, LIMITATION OF DAMAGE, AND LIMITATION OF LIABILITY

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE APPS AND SERVICES IS AT YOUR ‎SOLE RISK, AND THAT THE APP AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ‎ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO ‎APPLICABLE LAW, PANINI, PDL, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS ‎WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE APPS AND SERVICES AND ANY PART ‎OF THEM (INCLUDING, WITHOUT LIMITATION, THE NFTs, THE DIGITAL TRADING CARDS), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR ‎PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. PDL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT (I) USAGE OF THE APPS OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (II) YOUR ACCESS TO OR USE OF THE APPS OR SERVICES WILL MEET YOUR REQUIREMENTS, (III) USAGE DATA ‎PROVIDED THROUGH THE APPS OR SERVICES WILL BE ACCURATE, (IV) THE APPS AND SERVICES OR ANY CONTENT, SERVICES, OR ‎FEATURES MADE AVAILABLE ON OR THROUGH THE APP AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL ‎COMPONENTS, OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APP WILL BE ‎SECURE ‎AND YOU AGREE THAT FROM TIME TO TIME PDL MAY REMOVE THE APPS OR SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE APPS OR SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH ‎CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.‎

2. IN NO CASE WILL PANINI AMERICA, PDL, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY ‎LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS ‎REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY ‎OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ‎ARISING FROM YOUR USE OR INABILITY TO USE THE APPS OR SERVICES

3. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE VALUE OF EACH DIGITAL TRADING CARD AND NFT IS INHERENTLY SUBJECTIVE AND MAY BE VOLATILE. DIGITAL TRADING CARDS AND NFTS HAVE NO INHERENT OR INTRINSIC VALUE, AND THE PRICE OF A DIGITAL TRADING CARD OR NFT AS IT RELATES TO FIAT CURRENCY MAY GREATLY VARY OVER A SHORT PERIOD OF TIME. YOU FURTHER UNDERSTAND AND AGREE THAT DIGITAL TRADING CARDS AND NFTS HAVE NO EXPECTATION OF APPRECIATION IN VALUE. YOU UNDERSTAND AND AGREE THAT DIGITAL TRADING CARDS AND NFTS ARE SOLEY FOR ENTERTAINMENT AND NOT FOR INVESTMENT. PDL DOES NOT WARRANT THAT ANY DIGITAL TRADING CARDS OR NFTS PURCHASED WILL RETAIN THEIR ORIGINAL VALUE AND WILL NOT BE LIABLE FOR ANY CHANGES IN VALUE. 

4. IN NO CASE WILL PDL’S LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY YOU TO PDL WITHIN THE SIX-MONTH PERIOD PRECEDING ANY CLAIM BROUGHT BY YOU.

5. YOU ACKNOWLEDGE AND AGREE THAT PDL HAS MADE THE APPS AND SERVICES AVAILABLE TO YOU AND ENTERED ‎INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ‎SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE ‎PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. WE WOULD NOT BE ABLE TO ‎PROVIDE THE APPS AND SERVICES TO YOU WITHOUT THESE LIMITATIONS.‎

6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR ‎CONSEQUENTIAL DAMAGES, AND SOME JURISDICTIONS ALSO LIMIT DISCLAIMERS OR LIMITATIONS ‎OF LIABILITY FOR PERSONAL INJURY FROM CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS MAY ‎NOT APPLY TO PERSONAL INJURY CLAIMS.‎

12. Indemnification

1. By using the Apps and Services, you agree to indemnify and hold Panini America and PDL, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Apps or Services, violation of applicable law or any action taken by PDL as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this Agreement has occurred.

13. Dispute Resolution; Arbitration

1. PLEASE READ THIS SECTION X(M) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH PDL, AND LIMITS THE ‎MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.‎ SOME NON-U.S. JURISDICTIONS DO NOT ALLOW BINDING ARBITRATION OUTSIDE OF THEIR JURISDICTION TO APPLY TO THE SALE OF CONSUMER PRODUCTS TO PERSONS SUBJECT TO THEIR JURISDICTION, SO THE FOLLOWING ARBITRATION PROVISIONS MAY ‎NOT APPLY TO YOU.‎

2. All disputes arising out of or in connection with this Agreement, including without limitation your access or ‎use of the Apps or Services, or to any products sold or distributed through the ‎Apps and Services, will be referred to and finally resolved by arbitration under the ‎rules of the American Arbitration Association. The appointing authority will ‎be the American Arbitration Association. The case will be adjudicated by a ‎single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated ‎with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the ‎fees and costs reasonably associated with the arbitration proceedings, PDL will pay them for you. ‎The place of arbitration will be Dallas County, Texas, USA. You may choose to have the ‎arbitration conducted by telephone, based on written submissions. The language of the arbitration will ‎be English. The award of the arbitrator will be final and binding, and any judgment on the award ‎rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding ‎the foregoing, PDL may seek and obtain injunctive relief in any jurisdiction in any court of ‎competent jurisdiction, and you agree that this Agreement is specifically enforceable by PDL ‎through injunctive relief and other equitable remedies without proof of monetary damages.‎

3. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE ADDITIONAL BLOCKCHAIN TERMS AND/OR THE USE OF ANY APPLICATION OR SERVICE, INCLUDING WITHOUT ‎LIMITATION DISPUTES RELATED TO THE APP, THE SERVICES, THE MARKETPLACE, THE WEBSITE, THE SMART CONTRACTS, THE BRIDGE, THE WALLET OR ANY PRODUCTS ‎SOLD OR DISTRIBUTED THROUGH THE APP, THE SERVICES, THE MARKETPLACE, THE WEBSITE, OR THE SMART CONTRACTS: (I) YOU HEREBY ‎EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP ‎YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING ‎BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.‎

4. Opt-Out Procedure

1. IF YOU ARE A NEW USER OF OUR SERVICES, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO PDL, 5325 FAA Blvd, Suite 100, Irving, Texas 75061. The Opt-Out Notice should state that you opt-out of this arbitration agreement and provide your name, address (including street number and address, city, state, and zip code), phone number and the email address(es) used to log in to your Account. You must sign and date the Opt-Out Notice for it to be effective.

14. Assignment

1. You may not assign this Agreement or access to or use of your Account to anyone without the advance written approval of PDL. PDL may assign its rights and obligations under this Agreement in PDL’s sole discretion to an ‎affiliate, or in connection with an acquisition, sale or merger. Any assignment other than as provided in this Section is null and void for all purposes.

15. Entire Agreement

1. This Agreement constitutes the entire agreement between you and PDL and supersedes any prior or contemporaneous communications or understandings whether written or verbal. 

16. Choice of Law, Jurisdiction, and Venue

1. This Agreement will be governed, construed and enforced in accordance with the laws of the State of Texas without regard to the principles of conflicts of law. If the agreement to arbitrate in Section X(M) is found not to apply, any action or proceeding concerning, related to, regarding, or commenced in connection with this Agreement or your use of the Apps or Services must be brought in a state or federal court located in Dallas County, Texas, and you hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection that you may now or hereafter have as to the venue of any such action or proceeding brought in any such court, or that any such court is an inconvenient forum. The UN Convention for the International Sale of Goods does not apply to this Agreement or any sales made using any PDL website, App, or Service.

2. SOME NON-U.S. JURISDICTIONS DO NOT ALLOW THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION TO APPLY TO THE SALE OF CONSUMER PRODUCTS TO PERSONS SUBJECT TO THEIR JURISDICTION, SO THE ABOVE CHOICE OF LAW AND VENUE MAY ‎NOT APPLY TO YOU.‎

17. Additional Terms Applicable for Users of Apple iOS

1. If you are accessing or using the Service through an Apple device, the following applicable additional terms and conditions are applicable to you and are incorporated into these Terms of Use by this reference:

2. To the extent that you are accessing the Service through an Apple device, you acknowledge that these Terms of Use are entered into between you and PDL and, that Apple, Inc. (“Apple”) is not a party to this Agreement other than as third-party beneficiary as contemplated below.

3. The license granted to you under this Agreement is subject to the permitted Usage Rules set forth in the App Store Terms of Service (see: https://www.apple.com/legal/itunes/us/terms.html) and any third-party terms of agreement applicable to the Service.

4. You acknowledge that PDL, and not Apple, is responsible for providing the Service and content thereof.

5. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Service.

6. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service.

7. Notwithstanding anything to the contrary herein, and subject to these Terms, you acknowledge that, solely as between Apple and PDL, PDL, and not Apple is responsible for addressing any claims you may have relating to the Service, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

8. Further, you agree that if the Service, or your possession and use of the Service, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

9. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary thereof.

10. When using the Service, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.

18. Miscellaneous

1. Except as provided in Section X(Q)(9) of this Agreement, there are no third-party ‎beneficiaries to this Agreement. The parties are independent contractors, and nothing in these Agreement ‎creates any agency, partnership, or joint venture. The language in this Agreement will be interpreted as to ‎its fair meaning, and not strictly for or against any party. Should any part of this Agreement be held ‎invalid or unenforceable, that portion will be construed consistent with applicable law and the ‎remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be deemed a waiver of such provision, nor of the right to enforce such provision. PDL will not be liable for any ‎failure or delayed performance of our obligations that result from any condition beyond our ‎reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, ‎fire, flood, force majeure events, labor conditions, power failures, Internet disturbances, or acts or omissions of ‎third parties. You agree that PDL may provide you with notices (including, without limitation those ‎regarding changes to this Agreement) by email, regular mail, or postings on the Apps, Services, or Marketplace. By providing us with ‎your email address, you consent to our using the email address to send you any notices required by ‎law in lieu of communication by postal mail.‎

19. Notice and Procedure for Copyright Infringement Claim

    1. Panini America and PDL, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate your license to use the Apps or Services if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Panini America and PDL accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), Panini America and PDL have implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Panini America and PDL’s designated agent to receive notification of claimed infringement is:

       Mailing Address	Email Address
       Panini America Attn: Designated Copyright Agent 5325 FAA Blvd. Suite 100 Irving, TX 75061	legal@paniniamerica.net

    2. In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, should be sent to Panini America’s dedicated DMCA Agent , listed above, and must include the following information:

    1. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.

    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Similarly for other types of infringing materials, a list of such materials.

    3. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

    4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or electronic mail address.

    5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.

    3. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.

20. Execution

    1. The parties hereto agree that this Agreement may or may not be electronically signed. The parties agree that usage of the App, or Services, shows intended acceptance of the Agreement set within this document.

11. Policy Versions

    THIS TERMS OF SERVICE & PRIVACY POLICY WAS LAST UPDATED ON 03/30/2026