Packflip.xyz - Terms of Use

Last Updated: October 22, 2025

1. Introduction & Agreement to Terms

Welcome to Packflip (the "Platform). These Terms of Use ("Terms") constitute a legally binding agreement between you ("you" or "User") and [Your Company Name], a [Your Company's Jurisdiction of Incorporation] company ("Packflip," "we," "us," or "our"). This agreement governs your access to and use of the Packflip.xyz website (the "Site"), and all related services, including the purchase of digital packs ("Packs"), the revelation of physical trading cards ("Cards"), and the use of our marketplace, wallet, and associated technologies (collectively, the "Service").

By creating an account, connecting your digital wallet, purchasing a Pack, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with these Terms, you are expressly prohibited from using the Service and must discontinue use immediately.

IMPORTANT: PLEASE READ SECTION 15 (DISPUTE RESOLUTION; ARBITRATION) CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH PACKFLIP ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION. YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last Updated" date of these Terms. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Service after the date such revised Terms are posted.

2. The Packflip Service

Packflip provides a platform that allows Users to purchase digital Packs. Each Pack contains a randomly selected, authentic, and professionally graded physical trading card ("Card"). Upon opening a Pack, the corresponding Card is revealed to you and is represented as a Non-Fungible Token ("NFT") in your Packflip account.

1. 2.1. The Vending Machine: You may purchase Packs through our "Vending Machine." The price for each Pack will be clearly displayed. All purchases are final and non-refundable.

2. 2.2. Card Revelation and Ownership: The selection of the Card within each Pack is based on a random, verifiably fair process. The odds and probabilities for different value tiers of Cards are displayed on the Vending Machine page. Upon opening a Pack, the ownership of the physical Card is transferred to you. The corresponding NFT, which serves as a digital representation and proof of ownership of your Card, will be allocated to your account.

3. 2.3. Asset Management: Each Card revealed is securely stored, vaulted, and insured by our third-party custodial partners. You acknowledge and agree that your physical Card is held in a commingled inventory with other users' Cards. While you hold the NFT, you are the beneficial owner of the physical Card.

4. 2.4. User Options: For each Card you own, you have several options: a. Hold: You may keep your Card vaulted with us. b. Trade: You may list your Card's NFT for sale on our integrated marketplace, subject to the marketplace terms and fees. c. Redeem for Physical Delivery: You may request physical shipment of your Card to your address, subject to shipping, handling, and insurance fees. Upon successful delivery, the corresponding NFT will be burned or marked as redeemed. d. Instant Buyback Offer: For certain Cards, Packflip may, at its sole discretion, offer an instant buyback option at a specified percentage of the Card's estimated fair market value. This is not a guarantee and may not be available for all Cards.

3. User Account and Wallet

1. 3.1. Account Creation: To use the Service, you must create an account and connect a compatible third-party digital wallet (e.g., MetaMask, WalletConnect). You are solely responsible for the security of your account and your wallet.

2. 3.2. Eligibility: You must be at least 18 years of age and have the legal capacity to enter into these Terms. If you are using the Service on behalf of a legal entity, you represent that you are authorized to bind that entity to these Terms.

3. 3.3. User Responsibilities: You agree to: a. Provide accurate and complete information. b. Maintain the security of your password and accept all risks of unauthorized access to your account. c. Comply with all applicable laws and regulations in your jurisdiction. d. Not engage in any activity that is fraudulent, deceptive, or harmful to the Service or other users.

4. Assumption of Risk, Disclaimers, and Limitation of Liability

1. 4.1. Assumption of Risk: You acknowledge and agree to the following: a. Volatility: The value of NFTs and physical collectibles is subjective and can be extremely volatile. Prices can fluctuate significantly, and you may lose money. We do not guarantee the value of any Card or NFT. b. Randomness: You understand that when you purchase a Pack, you are paying for the chance to reveal a Card. The Card you receive is determined by chance. While we provide odds and probabilities, there is no guarantee that you will receive a Card of a certain value. You may receive a Card with a market value significantly lower than the price you paid for the Pack. c. Regulatory Uncertainty: The legal and regulatory landscape surrounding NFTs, digital assets, and blockchain technology is new and uncertain. Changes in laws or regulations could materially adversely affect the Service and the value of your Cards and NFTs. d. Technology Risks: The Service relies on blockchain technology, which is subject to risks including, but not limited to, forks, 51% attacks, and smart contract vulnerabilities. We are not responsible for any losses resulting from such risks.

2. 4.2. Disclaimers: THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PACKFLIP DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE ARE NOT RESPONSIBLE FOR ANY LOSSES YOU MAY INCUR AS A RESULT OF USING THE SERVICE, INCLUDING LOSSES OF FUNDS, NFTS, OR CARDS.

3. 4.3. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PACKFLIP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

5. Prohibited Activities

You agree not to engage in any of the following prohibited activities: a. Using the Service for any illegal purpose or in violation of any local, state, national, or international law. b. Engaging in any form of market manipulation, such as wash trading or pump-and-dump schemes. c. Using any automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality. d. Providing false or misleading information to us. e. Using the Service to engage in any financial activities that are subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments. f. Using the Service to participate in any fraudulent, deceptive, or manipulative activity that is harmful to us or our our our users.

6. Intellectual Property Rights

Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

7. Governing Law

These Terms and your use of the Service will be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.

8. Dispute Resolution; Arbitration

1. 8.1. Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in [Your City], [Your State] before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

2. 8.2. Class Action Waiver: YOU AND PACKFLIP 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 PROCEEDING.

9. Miscellaneous

These Terms constitute the entire agreement between you and us regarding your use of the Service. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right. We may assign our rights and obligations under these Terms, in whole or in part, to any party at any time without notice to you.