Terms of Service

USER AGREEMENT
LAST UPDATED: December 3, 2021

IMPORTANT NOTICE:
THIS VERSION OF THE VARSITY CHIPS USER AGREEMENT WILL BECOME EFFECTIVE ON
DECEMBER 3, 2021.
YOU SHOULD CAREFULLY READ THIS USER AGREEMENT BEFORE USING VARSITY CHIPS’
WEBSITE AND/OR APP, INCLUDING UPDATES, UPGRADES, FEATURES, CONTENT, AND WEBSITES
OFFERED BY VARSITY CHIPS. IF YOU ARE HAVING TROUBLE ACCESSING THESE TERMS OF USE
OR THE PROPERTIES, PLEASE CONTACT VARSITY CHIPS VIA EMAIL AT [email protected] OR
VIA OUR “CONTACT US” PAGE AT www.varistychips.com.
BY ACCESSING VARSITY CHIPS’ WEBSITE, OR BY USING VARSITY CHIPS’ SERVICES, YOU
REPRESENT THAT YOU HAVE READ AND CONSENT TO THE TERMS AND CONDITIONS CONTAINED
IN THIS USER AGREEMENT.
OUR PRIVACY POLICY IS ALSO INCORPORATED BY REFERENCE INTO THIS USER AGREEMENT.
YOU SHOULD ALSO READ THE PRIVACY POLICY (Varsity-Chips/privacy-policy) IN ITS ENTIRETY AS IT
CONTAINS ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO YOU.
PLEASE NOTE THAT THE SECTION BELOW TITLED “DISPUTE RESOLUTION” CONTAINS A BINDING
ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS
AND SHOULD BE READ CAREFULLY. FOR EXAMPLE, SECTION 25 CONTAINS AN ARBITRATION
AGREEMENT AND WAIVER OF CLASS ACTION WHICH STATES THAT WE MUST ARBITRATE
INSTEAD OF GOING TO A COURT BEFORE A JUDGE AND JURY AND THAT ALL SUCH ARBITRATION
CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS
REPRESENTATIVE OR MEMBER OR OTHERWISE ON BEHALF OF OTHERS IN ANY PURPORTED
CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
PLEASE ALSO NOTE THAT, WHILE THERE ARE SIGNIFICANT POINTS RELATED TO WARRANTY
DISCLAIMERS AND LIMITATIONS ON LIABILITY THROUGHOUT THESE TERMS, SECTIONS 19 AND
21 CONTAIN IMPORTANT LIMITATIONS ON OUR LIABILITY.
IN ADDITION, YOU UNDERSTAND THAT VARSITY CHIPS IS A PLATFORM AND NOT A BROKER,
FINANCIAL INSTITUTION, OR CREDITOR.

Welcome to Varsitychips.com, owned and operated by Varsity NFT, LLC. The following terms of use (the
"Terms of Use") contain the terms and conditions applicable to you and your access to and use of this
website, www.varsitychips.com, including the mobile version (collectively, the "Website"), in each case
regardless of how accessed (collectively are referred to as the "Properties"). The Properties are owned
and operated by Varsity NFT, LLC., a Delaware corporation, and/or its parent companies, subsidiaries
and affiliates (collectively, "Varsity NFT," "we", "us", "our"). Your use of the Properties (and any other
feature, content or application offered by the Properties, including without limitation our platform that
allows users to maintain a digital account that manages access to digital assets on the blockchain and
our NFT Marketplace (as defined herein)) is at all times subject to these Terms of Use, as the same may
be modified by us, and all applicable laws, rules and regulations.
Please read these Terms of Use carefully. You must be at least 18 years of age or the age of majority in
your jurisdiction, whichever is greater, to use the Properties. By accessing or using any part of the
Properties, you accept, without limitation or qualification, these Terms of Use. If you do not agree with
all of these Terms of Use, you may not use any portion of the Properties. If you are dissatisfied with
these Terms of Use or the Properties or any material on the Properties, your sole and exclusive remedy
is to discontinue using the Properties.
1. Acceptance of Terms of Use.
BY ACCESSING AND USING THE PROPERTIES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND
AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE. If you do not agree to be bound by these
Terms of Use, you may not access or use the Properties. These Terms of Use may be prospectively
changed, modified, or altered by us in our sole discretion at any time without prior notice. If we
materially change the Terms of Use, we will notify you through a notice, updated Terms of Use on the
Properties or by email (sent to the email address specified in your account, if any), prior to or upon the
change(s) becoming effective. Accordingly, when you access or use the Properties, you should check
the date of the Terms of Use and be aware of any changes since the last version. Your continued use of
the Properties following the posting of any changes to these Terms of Use means that you accept such
changes. Your access to and use of the Properties will be governed by the Terms of Use in effect at the
time of such access or use.
2. Other Sources of Terms and Conditions; Promotions and Coupons.
Certain provisions of the Terms of Use may be superseded by expressly designated legal notices, rules
or other terms located on particular pages of the Properties, and, additionally in order to participate in
or use certain Services (as defined herein) you may be required to agree to additional or different
terms and conditions ("Additional Terms") including, without limitation, Additional NFT Terms, Auction
Terms, and Reward Terms. You can locate potentially applicable Additional Terms at
www.Varsitychips.com, although not all Additional Terms may be listed here. If you have any questions
about which (if any) Additional Terms apply to your purchase, send us an email at
[email protected]. Sales hosted on Third Party Sites (defined in Section 9 below) are governed by
the Third Party Sites’ Additional Terms and any other applicable Additional Terms (which are
incorporated herein and are in addition to, and not in lieu of, these Terms of Use). In the event of any
conflict between these Terms of Use and any applicable Additional Terms, such Additional Terms shall

control with respect to their subject matter. Silence with respect to a particular term in either these
Terms of Use or any Additional Terms does not constitute a conflict.
3. Services.
Varsity Chips may make a variety of services available to you via the Properties (“Services”). Subject to
any Additional Terms, our Services include:
a. Direct Purchases.
(i) You may be permitted to purchase or place a bid on and subsequently pay for certain
non-fungible tokens (“NFTs”) minted by Varsity Chips (each, a “Purchase”). You may
make a Purchase by logging into your Varsity Chips account and following the
instructions provided. All Purchases will be reflected in your Varsity Chips account
within such reasonable time as may be deemed necessary by Varsity Chips to reflect
such Purchase.
(ii) You may Purchase NFTs in packs (“Packs”). There are different types of Packs available
for Purchase, and Varsity Chips reserves the right to modify the types, prices and
numbers of Packs available at its discretion. Depending on the type of Pack you
Purchase, you may collect NFTs of varying levels of scarcity. Before you buy a Pack,
Varsity Chips may let you know the types of NFTs (but not the exact NFTs) that are
contained in that Pack. All Packs are Purchased without any guarantee to the specific
NFTs contained therein.
(iii) Purchasing an NFT (“Purchased NFT”) entitles you to certain rights in the Purchased NFT.
Solely to the extent enabled with respect to the Purchased NFT, and as further set forth
below and in any applicable Additional Terms, you may transfer or sell the Purchased
NFT on certain secondary marketplaces, including the NFT Marketplace (if available, as
defined below) (such sale or resell, a “Secondary Sale”).Your Purchase of, and the
transfer of your rights in, the Purchased NFT is subject to your agreeing to these Terms
of Use, any applicable Auction Terms of Use, and any applicable Additional Terms.
Varsity Chips grants you, solely for your personal, non-commercial use, a limited, non-
exclusive, nontransferable (except in connection with a Secondary Sale), non-
sublicensable, revocable license to access, use, and display the content (including
designs, drawings, artwork, text, images, and video) (the “NFT Content”) linked to the
Purchased NFT. For clarity, except for the foregoing license, neither your Purchase of
the Purchased NFT nor these Terms of Use grants you any other license or rights to any
other intellectual property rights (including, for example, copyright, trademarks, service
marks, or rights of publicity) in the NFT Content. Purchasing an NFT does not give you
ownership of the NFT Content or of any Third Party IP (defined below) associated with
the NFT Content.
(iv) Without limiting the foregoing and subject to applicable law, you may not: (A)
commercialize the Purchased NFT or NFT Content, including in connection with the
marketing, advertising, or selling of any third party product; (B) modify the Purchased

NFT or NFT Content in any way or combine the Purchased NFT or NFT Content with, or
embed the Purchased NFT or NFT Content into, any digital or other content or media;
(C) use the Purchased NFT or NFT Content in any manner which infringes upon the
intellectual property rights of any person or entity; or (D) use the Purchased NFT or NFT
Content in connection with or to promote any illegal activity, hate speech, violence,
inappropriate or obscene content, or in any other manner which could tarnish or harm
the reputation of Varsity Chips, the Varsity Chips Parties (as defined below), or any
individual whose name, image, likeness, trademarks, or copyrighted material appears in
connection with or is represented by the Purchased NFT.

b. Secondary Marketplace.
(i) Varsity Chips may (but is under no obligation to) operate a Secondary Marketplace, as
well as any mobile app or related applications thereto (collectively, the “NFT
Marketplace”). The NFT Marketplace, if available, permits you to sell, purchase, bid on,
collect, trade, showcase or otherwise transact NFTs; we facilitate transactions between
a buyer and seller of an NFT, but we are not a party to any agreement between buyer
and seller of an NFT on the NFT Marketplace. We collect revenue on the NFT
Marketplace, if available, via transaction fees and other applicable fees which we display
when you interact with the NFT Marketplace. We reserve the right to be the final
decision maker on any disputes arising from purchases via the NFT Marketplace,
including in connection with any auctions or other purchase methods.
(ii) For Sellers: By minting, providing, or selling an NFT through the NFT Marketplace (if
available), you hereby represent and warrant that you own all legal right, title and
interest in all intellectual property rights to the NFT, or you are legally authorized by the
intellectual property owner to mint, provide or sell the NFT on the NFT Marketplace. If
you sell an NFT through the NFT Marketplace (if available), you grant to the buyer of the
NFT a worldwide, non-exclusive, non-transferable, royalty-free license to access, use,
and display such Purchased NFT, solely for the buyer’s own personal use; or, if available,
as part of a Secondary Sale.
WE HAVE NO OBLIGATION OR LIABILITY TO YOU FOR KEEPING, STORING, OR HELPING
YOU RECOVER ANY NFT. THE SALE OF FRAUDULENTLY OBTAINED NFTS, NFTS TAKEN
WITHOUT AUTHORIZATION, AND OTHER ILLEGALLY OBTAINED NFTS ON THE
PROPERTIES IS PROHIBITED. Listing illegally obtained NFTs may result in your listings
being cancelled, your assets being hidden, or your account being suspended or
terminated.
(iii) For Buyers: When you purchase an NFT, you understand that you do not own any
intellectual property rights in such NFT except for the license grants expressly set forth
herein. If you sell or transfer the NFT to another person, the NFT license granted herein
will transfer to such other owner or holder of the NFT, and you will no longer have the
benefits of such NFT license. Unless otherwise specified by the seller of an NFT and the

owner of any intellectual property contained in such NFT in writing, your purchase of an
NFT does not give you the right to publicly display, perform, distribute, sell or otherwise
reproduce or use the NFT for any commercial purpose.
You bear full responsibility for verifying the authenticity, legitimacy, and identity of any
NFT you purchase on the NFT Marketplace (if available). WE MAKE NO GUARANTEES OR
PROMISES ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ANY NFT ON THE
NFT MARKETPLACE. If you resell an NFT, you agree that you will not have any claims
against Varsity Chips for any breach of these Terms of Use by a purchaser, including if
they make commercial use of the Purchased NFT in breach of these Terms of Use.

c. Earned NFTs
You may be able to earn NFTs for free by participating in certain challenges or marketing
campaigns, or as otherwise determined by Varsity Chips in its sole discretion; such NFTs will
be subject to the same terms hereunder as Purchased NFTs, as well as any applicable
Additional Terms.
4. Verification, Payment, and Taxes
When you make purchases through the Properties, including, without limitation, any purchase for
NFTs, you must provide and maintain valid payment information in connection with your account with
us (as further discussed herein). You represent and warrant that you are authorized to use the payment
method you use via the Properties to make any purchase and understand that all payments shall be
made in United States Dollars. You authorize us to charge your payment method for the total amount
of your purchase price. Your order may be suspended or cancelled for any reason, including if the
payment method cannot be verified, is invalid or is otherwise not acceptable. We reserve the right to
request additional information or documentation before authorizing any transactions or payouts. We
may use third parties to process payments or authorize transactions. Other payments terms for
purchases may be set forth in the relevant Additional Terms. We have no liability to you or to any third
party for any claims or damages that may arise as a result of any payments or transactions that you
engage in via the NFT Marketplace, or any other payment or transactions that you conduct via the
Properties. We do not provide refunds for any purchases that you might make on or through the
Properties – whether for NFTs or anything else.
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and
assessments (except taxes on our net income) now or hereafter claimed or imposed by any
governmental authority associated with your use of the Properties or Services. Except for income taxes
levied on us, you: (a) will pay or reimburse us 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 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 (b) will not be entitled to deduct the amount
of any such taxes, duties or assessments from payments made to us pursuant to these Terms of Use.
For the avoidance of doubt, you understand that such taxes may be levied or otherwise imposed after

the date of your purchase, in which case Varsity Chips reserves the right to require that you pay or
reimburse us for any such taxes at such later date as they may arise.
5. Use of the Properties
The content and information posted by us on the Properties may be used only for informational,
personal or other purposes authorized by us. By accessing and using the Properties, you represent and
warrant that: (a) all information you submit, including account and payment information, is truthful
and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or the
age of majority in your jurisdiction, whichever is or older; and (d) your use of the Properties does not
violate any applicable law, rule or regulation. While we may sell products for children's use, these
products are intended for sale only to adults. The Properties are general use sites and not targeted
toward anyone under the age of 18 years of age or the age of majority in your jurisdiction, whichever
is or older. The Properties are intended for use by residents of the United States or nonresidents that
agree to use the Properties in accordance with U.S. laws, these Terms of Use and the Privacy Policy.
Use of and access to the Properties is void where prohibited.
6. Limited License to Content
Subject to your strict compliance with these Terms of Use and any Additional Terms, Varsity Chips
grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license
to access and use the Services on a personal computer, mobile phone or other wireless device, or
other Internet enabled device for your personal, non-commercial use only. The foregoing limited
license: (a) does not give you any ownership of, or any other intellectual property interest in, any
Properties, and (b) may be immediately suspended or terminated for any reason, in our sole
discretion, and without advance notice or liability. In some instances, we may permit you to have
greater access to and use of our Properties, subject to certain Additional Terms.
7. Unauthorized Use
You may not use the Properties for any unauthorized use or for any illegal or unlawful purpose. Any
unauthorized use or violation of these Terms of Use may immediately and automatically terminate
your right to use and access the Properties and may subject you to legal liability. Appropriate legal
action may be taken for any illegal or unauthorized use of the Properties. We may remove any
unauthorized content, links, etc. without notice. Some examples of unauthorized, illegal or unlawful
use of the Properties include, but are not limited to:
(i) Copying, modifying, displaying, performing, distributing, republishing, or retransmitting any
content or material (including, by way of example, images and text), in whole or in part,
from/on the Properties without our prior written consent;
(ii) Collecting usernames and/or email addresses of users for the purpose of sending unsolicited
email;
(iii) Using a framing or similar technique without our prior written permission;
(iv) Creating or maintaining any link from another website to any page on the Properties
without our prior written permission;

(v) Criminal or tortious activity, including fraud, spamming, spimming (spam by instant
message), sending of viruses or other harmful files, copyright infringement, patent
infringement, or theft of trade secrets;
(vi) Covering or obscuring the banner advertisements on the Properties, if any, via HTML/CSS or
any other means;
(vii) Any automated use of any system, such as using scripts to alter content;
(viii) Interfering with, disrupting, or burdening the Properties or the networks, systems or
Services connected to the Properties;
(ix) Using any automated system or software to extract data from the Properties for commercial
purposes (including "screen scraping");
(x) Attempting to impersonate another user or person;
(xi) Using the account, username, or password of another user or disclosing your password, as
applicable, to any third party or permitting any third party to access your account;
(xii) Displaying an advertisement, or accepting payment or anything of value from a third person
in exchange for your performing any commercial activity on or through the Properties on
behalf of that person, such as placing commercial content on the Properties;
(xiii) Using the Properties for any harassing, threatening, libelous, abusive, obscene or privacy-
invading purposes;
(xiv) Attempting to include any of the following in products that are offered for sale on the
Properties and that permits user-added content: (a) images that contain obscene, profane,
pornographic or otherwise objectionable content; (b) images, names or likenesses owned by
any third party without such third party's authorization; (c) any images of a person who has
current or remaining collegiate athletic eligibility; or (d) any images that include the name,
image, or likeness of any celebrity, public figure or individual who has not authorized the
use of his or her name, image or likeness; or
(xv) Using the Properties in a manner inconsistent with any applicable law, rule or regulation.
8. Registration; Account
You may be required to create a Varsity Chips account to use or access certain Services on our
Properties. If any portion of our Service requires you to register or open an account, you may also be
asked to choose a password and a username. Please select a password that would not be obvious to
someone trying to guess your password, and change it regularly as an added precaution. We may
reject the use of any password, username, or e-mail address for any other reason in our sole
discretion. You agree that (a) you will provide true, accurate, current, and complete registration
information about yourself in connection with the registration process and, as permitted, to
maintain and update it continuously and promptly to keep it accurate, current, and complete; (b)
you are solely responsible for all activities that occur under your account, password, and username –
whether or not you authorized the activity; (c) you are solely responsible for maintaining the
confidentiality of your password and for restricting access to your device so that others may not
access any password protected portion of the Service using your name, username, or password; (d)
you will immediately notify us of any unauthorized use of your account, password, or username, or
any other breach of security; and (e) you will not sell, transfer, or assign your account or any
account rights.

Without limiting any rights which we may otherwise have, we reserve the right to take any and all
actions, as we deem necessary or reasonable, to ensure the security of the Service and your
account, including, without limitation, terminating your account, changing your password, or
requesting additional information to authorize transactions on your account. Notwithstanding the
above, we may rely on the authority of anyone accessing your account or using your password and
in no event and under no circumstances shall we be held liable to you for any liabilities or damages
resulting from or arising out of: (i) any action or inaction of Varsity Chips under this provision, (ii)
any compromise of the confidentiality of your account or password, or (iii) any unauthorized access
to your account or use of your password. You may not use anyone else's account at any time,
without the permission of the account holder.
You understand and agree you are solely responsible for taking the necessary security measures to
protect your account and personal information. Varsity Chips makes no warranty, guarantee, or
representation that use of any of our Properties or the Services are protected from viruses, security
threats, or other vulnerabilities. We will not be liable for any loss or damage (of any kind and under
any legal theory) to you or any third party arising from your inability or failure for any reason to
comply with any of the foregoing obligations.
9. Links to Third Party Sites; Advertisers
The Properties may provide you with links or other access to other websites, services, products or
content of third parties, including the Other Platforms, as defined in Section 13 below ("Third Party
Sites"). We have no control over, and do not necessarily endorse, any Third Party Site's services,
products or content. You acknowledge and agree that you access such Third Party Sites at your own
risk and are wholly responsible for making your own independent judgment regarding your use or
interaction with the same. We recommend that you read the terms of use and privacy policies of
each Third-Party Site that you access.
10. Privacy Policy
You agree to our collection, use and sharing of your information, including personal information, as
set forth in our Privacy Policy ("Privacy Policy"). All provisions of the Privacy Policy are incorporated
by reference herein.
11. Products, Content and Specifications
The inclusion of any products or Services on the Properties does not imply or warrant that these
products or Services will be available at any particular time or that the listed attributes are accurate
or complete. The actual color of products you see will depend in part on your computer system, and
we cannot guarantee any color or texture or detail of actual products will be accurate. We do not
endorse and have not verified the accuracy or reliability of any opinion or statement made on the
Properties by any third party, including but not limited to, and if applicable, customers,
manufacturers, distributors or suppliers of products and Services sold through the Properties, and
product packaging and material may contain additional or different information. As applicable,
always read any labels, warnings, directions or other materials provided with the product before
using. In addition, we may make changes to information about price, availability or other product
attributes without notice.

12. Property; Intellectual Property
All content of the Properties (including, without limitation, text, graphics, icons, images, clips and
software) is protected by copyright, trademark, and other laws. Names, logos, taglines, icons and
marks on the Properties are the exclusive property of Varsity NFT, LLC and/or one of its affiliates,
licensors or partners, all rights reserved, and may not be used by you without our prior written
permission and the permission of the applicable licensor. Unless otherwise indicated, all other
intellectual property appearing on the Properties is the property of its respective owner. We reserve
all rights not expressly granted in and to the Properties' content and Services.
13. License to User Content
Users may be able to post, upload or submit content to be made available through the NFT
Marketplace, and/or post content in certain areas on the Properties or on other websites or
platforms that we own or operate, including on social media platforms such as Facebook, Instagram,
Twitter and Pinterest ("Other Platforms"). You are solely responsible for any content (including,
without limitation, NFTs, photos, artwork, videos, text, graphics, and other information) you upload,
post, display or otherwise provide to us through the Properties, including via the NFT Marketplace,
or Other Platforms ("User Content"). Any User Content you post or provide, including any questions,
reviews, comments and suggestions, will be treated as non-confidential and non-proprietary. By
sharing User Content with us, you grant us a worldwide, royalty-free, perpetual, irrevocable and
transferable right to use, copy, reproduce, perform, distribute, display, publish, sell, edit and adapt
the User Content, and to grant and authorize sub-licensees of the foregoing for our lawful business
purposes, including to provide, promote, and improve the Services. Additionally, we shall be free to
use any ideas, concepts, know-how or techniques contained in such User Content for any purpose
whatsoever, including, without limitation, developing, manufacturing and marketing products and
services which incorporate such User Content. You further agree that this means that any User
Content may appear on sites other than the Property through which you submitted your User
Content including but not limited to Other Platforms. You represent and warrant that: (a) you own
the User Content posted by you on the Properties or otherwise have the right to grant the license
set forth in this Section 13; (b) your User Content does not violate the privacy rights, publicity rights,
intellectual property rights, or any other rights of any person or entity; and (c) the posting of User
Content on the Properties does not result in a breach of any contract between you and a third party.
You agree that you will not use a false or misleading email address, impersonate another person or
entity or otherwise mislead with respect to any User Content. You agree to pay for all royalties, fees
and other monies owing to any person by reason of any User Content you post on the Properties.
We are under no obligation to screen or monitor User Content but may review User Content from
time to time at our sole discretion to review compliance with these Terms of Use. We may reject,
refuse to post, edit or remove any User Content at any time without notice, for any or no reason.
14. Digital Millennium Copyright Act (DMCA) Notice
Materials (including User Content) may be made available via the Properties by users and other
third parties not within our control. We are under no obligation to, and do not, scan content posted
on the Properties for the inclusion of illegal or impermissible content. However, we respect the
copyright interests of others. It is our policy not to permit materials known by us to infringe another
party's copyright to remain on the Properties.

If you believe any materials on the Properties infringe a copyright, you should provide us with
written notice that at a minimum contains:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online website are covered by a single notification, a
representative list of such works at that website;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing
activity 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;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an
address, telephone number, and, if available, an electronic mail address at which the
complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of
perjury, that the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
Varsity Chips
1334 Brittmoore Rd
Suite 2808

Houston, TX 77043Attn: Legal Department

OR

[email protected] (with the subject line “DMCA”)

15. No Ideas Accepted
We do not accept any unsolicited ideas to this Website from outside Varsity Chips including without
limitation suggestions about advertising or promotions, or merchandising of any products, additions
to our Services, or changes in methods of doing business. We may already be working on or may in
the future work on a similar idea. If, notwithstanding this policy, you submit an unsolicited idea to
this Website, you understand and acknowledge that Varsity Chips has no obligation to acknowledge
your submission, such idea is not submitted in confidence and we assume no obligation, expressed
or implied, by considering it, and no confidential relationship is established between you and Varsity
Chips. By submitting your idea, you represent that you are authorized to do so, and your submission

does not include the confidential information, proprietary know-how, trade secrets, or other
intellectual property of any other person or party. Varsity Chips’ use or distribution of your
submission will not give rise to any claims against Varsity Chips or its affiliates. You hereby grant us
an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual
property in any manner, in any medium now known or hereafter developed, without compensation
to you.
16. Termination of Access and/or Account
In addition to any right or remedy that may be available to us under these Terms of Use or under
applicable law, we may limit, suspend, or terminate your access to the Website or Other Platforms
(including, without limitation, your account registration and your ability to post User Content), at
any time, with or without notice, and with or without cause. You agree that any suspension or
termination of the Website or Other Platforms may be without prior notice, and that we will not be
liable to you or to any third party for any such suspension or termination. We also may refer any
information on illegal activities, including your identity, to the proper authorities. If we suspend or
terminate your access to the Website or Other Platforms due to your breach of these Terms of Use
or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms of Use will
be in addition to any other remedies we may have at law or in equity. We shall be the sole
determiner in cases of suspected abuse, fraud, or breach of these Terms of Use or intent of these
Terms of Use. Any decision we make relating to termination or suspension of your access to the
Website or Other Platforms shall be final and binding in all respects.
YOU UNDERSTAND THAT, DEPENDING UPON THE CIRCUMSTANCES OF TERMINATION, WE CANNOT
GUARANTEE THAT YOU WILL BE ABLE TO MAINTAIN YOUR RIGHTS IN ANY PURCHASED NFT.
17. Term
These Terms of Use shall remain in full force and effect while you use or access the Properties or
have an account with the Properties. See our Privacy Policy for instructions on how to modify or
delete your account. All terms that reasonably may be interpreted as surviving, shall survive any
termination of these Terms of Use.
18. Indemnity
You agree to defend, indemnify and hold us, our parent companies, subsidiaries, affiliates,
contractors, suppliers, business partners and licensors and each of our respective officers, agents,
partners and employees (the "Varsity Chips Parties") harmless from any loss, liability, claim, or
demand, including reasonable attorneys' fees, due to or arising out of (i) your use of the Properties
in violation of these Terms of Use or Additional Terms or arising from a breach of these Terms of Use
or Additional Terms (including, without limitation, any breach of your representations and
warranties set forth herein); (ii) any allegation that any content or other material you have
submitted or transmitted to the Properties, including, without limitation, any NFTs, infringe,
misappropriate or otherwise violate the copyright, trademark, trade secret or other rights of any
party; (iii) your violation of applicable law; or (iv) your activities or omissions in connection with the
Properties.
19. DISCLAIMER OF WARRANTIES

YOUR USE OF THE PROPERTIES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW,
YOU ARE RESPONSIBLE FOR COMPLYING WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS
WITH RESPECT TO THE USE OF THE PROPERTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THESE TERMS OF USE, THESE PROPERTIES, INCLUDING ALL INFORMATION AND CONTENT MADE
AVAILABLE ON OR ACCESSED THROUGH THE PROPERTIES, ARE MADE AVAILABLE TO YOU "AS IS"
WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT
PERMISSIBLE BY LAW, THE VARSITY CHIPS PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTIES, THEIR
CONTENTS AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE PROPERTIES.
WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROPERTIES OR ANY MATERIALS
OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL
BE CORRECTED, OR THAT THE PROPERTIES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
VARSITY CHIPS PARTIES SHALL NOT BE LIABLE FOR THE USE OF THE PROPERTIES, INCLUDING,
WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST BY VIRTUE OF THE RECORD MAINTAINED ON A
DIGITAL LEDGER. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET
OCCURS ON A DECENTRALIZED LEDGER. THE VARSITY CHIPS PARTIES DO NOT GUARANTEE THAT THE
TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS CAN BE EFFECTUATED.
THE VARSITY CHIPS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE
NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS AND/OR A
DIGITAL LEDGER, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING
FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED
TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED
WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; (E) ANY UNAUTHORIZED THIRD
PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING OR OTHER
MEANS OF ATTACK AGAINST THE PROPERTIES OR NFTS. THIS DISCLAIMER CONSTITUTES AN
ESSENTIAL PART OF THESE TERMS.
20. Assumption of Risk
The value of NFTs is subjective and therefore can be volatile. Any purchase or sale you make, accept
or facilitate (including, when permitted, outside of the NFT Marketplace) of an NFT will be entirely at
your own risk. THERE IS NO GUARANTEE THAT YOUR NFT WILL HAVE ANY RESALE VALUE AND YOU
MAY FACE A COMPLETE RISK OF LOSS. You acknowledge that you have obtained sufficient
information to make an informed decision to authorize, bid, purchase, or sell an NFT and that you
have sufficient financial resources to withstand a complete risk of loss of the value of any NFT you
purchase. NFTs and similar digital assets are collectibles and have no inherent or intrinsic value. The
Varsity Chips Parties do not and cannot guarantee that any NFTs purchased will retain their original
value, and expressly deny and disclaim any liability to you for any losses you may incur by
transacting, or facilitating transactions, in NFTs.
Before making the decision to bid, buy, sell or hold any NFT, you should conduct your own due
diligence and consult your own financial advisors. The Varsity Chips Parties will not be held

responsible for any decisions you make to bid, buy, sell, or hold any NFT products or assets based on
the information provided by any Varsity Chips Parties.
21. LIMITATION ON LIABILITY
IN NO EVENT SHALL THE VARSITY CHIPS PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING
LOST PROFITS, LOSS OF GOODWILL, LOSS OF REPUTATION, COST OF COVER DAMAGES OR
INTANGIBLE LOSSES OF ANY KIND ARISING FROM YOUR USE OF THE PROPERTIES, YOUR INABILITY
TO USE THE PROPERTIES, INCLUDING WITHOUT LIMITATION THE NFT MARKETPLACE, OR THE
PRODUCTS OR SERVICES AVAILABLE THROUGH THE PROPERTIES, EVEN IF THE VARSITY CHIPS
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE
FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VARSITY CHIPS
PARTIES BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO
US FOR PRODUCTS AND SERVICES THAT ARE THE SUBJECT OF THE CLAIM AT ISSUE IN THE TWELVE
MONTHS PRECEDING THE CLAIM OR TEN UNITED STATES DOLLARS.
22. Third Party Transactions
Through your use of the Properties, you may have the opportunity to engage in commercial or other
transactions with other users, vendors and other third parties. You acknowledge that all
transactions relating to any products or services offered by any third party, including but not limited
to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms
relating to such transactions, are agreed to solely between the third party seller or purchaser of
such products and services and you, and that you will look solely to such third party to enforce any
of your rights. In the event of any problem with the products or services that you have purchased
from a third party you agree that you will address such issues with the third party but all limitations
of liability and other rights of Varsity Chips shall apply nonetheless. ANY WARRANTY THAT IS
PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS OR INFORMATION
AVAILABLE ON OR THROUGH THE PROPERTIES FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH
THIRD PARTY AND NOT BY US.
23. U.S. Export Controls
Software made available to you by the Properties (the "Software"), if any, is subject to U.S. export
controls. No Software may be downloaded from the Properties or otherwise exported or re-
exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
24. Governing Law
These Terms of Use and your use of the Properties will be governed by federal and Delaware law,
regardless of the conflict of law provisions thereof and regardless of where you live or from where
you access or use the Properties.
25. Arbitration; No Class Action
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Use or accessing the Properties or Offers
constitutes your acceptance of this Arbitration provision.

As a condition of using the Properties, you and we agree that any and all disputes, claims, and
causes of action (collectively, "Claims") arising out of or connected with the Properties (except for
small claims court Claims, if applicable) shall be resolved exclusively by binding arbitration under the
rules of the American Arbitration Association ("AAA"), including the Supplementary Procedures for
Consumer Related Disputes, for full and final settlement of such Claim applying the Federal
Arbitration Act and other federal arbitration laws.
YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO
ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOU AND WE ALSO AGREE THAT (A) ANY
CLAIMS WILL BE RESOLVED INDIVIDUALLY NOT AS A PLAINTIFF OR CLASS REPRESENTATIVE,
MEMBER OF OTHERWISE ON BEHALF OF OTHERS IN ANY PURPOSED CLASS, COLLECTIVE, OR
REPRESENTATIVE PROCEEDING AND NOT THROUGH ANY CLASS ACTION, (B) IF A CLAIM PROCEEDS
IN COURT ANYWAY, WE BOTH WAIVE ANY RIGHT TO A JURY TRIAL; AND (C) EITHER YOU OR WE MAY
SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. ARBITRATION
DOES NOT INVOLVE A JUDGE OR JURY.
Although court review of an arbitration award may be limited, an arbitrator is empowered to award
the same damages and relief as a court, including injunctive relief or statutory damages.
Notwithstanding the foregoing, either party may seek temporary or emergency equitable relief to
enforce its rights in any court of competent jurisdiction.
26. Miscellaneous
We may give you notice of certain events from time to time. You hereby acknowledge and consent
that such notices will be effective upon our posting them on the Properties or (if we choose to do so
in our sole discretion) delivering them to you through email if you have provided us with your
accurate email address. Our failure to exercise or enforce any right or provision of these Terms of
Use shall not operate as a waiver of such right or provision. The section titles in these Terms of Use
are for convenience only and have no legal or contractual effect. These Terms of Use and your
account on the Properties are personal to you and may not be transferred or assigned. Our
performance under these Terms of Use is subject to existing laws and legal process, and nothing
contained in these Terms of Use is in derogation of our right to comply with governmental, court
and law enforcement requests or requirements relating to your use of the Properties or information
provided to or gathered by us with respect to such use. If any part of these Terms of Use is deemed
to be illegal, invalid, void or for any reason unenforceable, then the invalid or unenforceable
provision will be deemed superseded by a valid, enforceable provision that most closely matches
the intent of the original provision and the remainder of the Terms of Use shall be unaffected and
shall continue to be fully valid, binding, and enforceable. These Terms of Use, together with any
additional terms and conditions or policies referred to and incorporated herein (including the
Privacy Policy and/or additional terms applicable to various parts of the Properties), constitute the
entire understanding between you and us. For the avoidance of doubt, these Terms of Use apply
solely to the extent permitted by law.
27. Contact Information
Varsity NFT, LLC 1334 Brittmoore Rd, Suite 2808, Houston, TX 77043.