BreakRoom Drops — Vaultd Terms of Service

1. Acceptance

These Terms of Service ("Terms") are a binding agreement between you and Keystone Cards, LLC, a Tennessee limited liability company doing business as "BreakRoom Drops" ("BreakRoom," "we," "our," or "us"). By creating an account, placing an order, or otherwise using the BreakRoom Drops website, mobile applications, and related services (collectively, the "Service"), you ("you," "User," or "Member") agree to these Terms. If you do not agree, do not use the Service.

These Terms incorporate by reference our Privacy Policy (located at /privacy), our Acceptable Use Policy (§ 9), our Card Distribution Disclosure (located at /vault/card-distribution), and our Spend Controls Notice (§ 8). These referenced documents have the same force and effect as these Terms.

We may modify these Terms as described in § 15. Your continued use of the Service after a modification constitutes acceptance of the modified Terms.

2. Eligibility

You may use the Service only if all of the following are true:

1. You are at least eighteen (18) years of age (or the age of majority in your jurisdiction if higher).
2. You are located in a jurisdiction where we offer the Service. We do not currently make the Service available in every jurisdiction; the current list of excluded jurisdictions is shown at checkout and may change. In particular, the Service is not available in any country subject to comprehensive U.S. sanctions or OFAC restrictions (including Cuba, Iran, North Korea, and Syria), and may be unavailable in certain U.S. states where the Service is not currently available.
3. You are not on any U.S. Treasury Department Office of Foreign Assets Control (OFAC) sanctioned-persons list.
4. You have not been previously suspended or banned from the Service.
5. You are not using the Service on behalf of, or with funds belonging to, another person without our prior written consent.
6. You are not using a virtual private network (VPN), proxy, or other tool to circumvent geographic restrictions.

We may verify eligibility at any time and may require government-issued identification or proof of address. We may suspend or terminate access if eligibility cannot be verified.

3. The Service

BreakRoom operates three product surfaces:

3.1 Drops (weekly product releases)

A scheduled release of trading-card products (sealed booster boxes, elite trainer boxes, accessories) at Member pricing. VIP membership is required to purchase from Drops; non-Members may browse. Drop scheduling, fairness, and access rules are described in § 6. Active VIP membership may also confer the free Vault pack benefit described in § 5.13, subject to the discretionary terms of that section.

Active VIP membership may also include access to a tiered VIP rewards program (described at /vault/vip) that issues Vault Credits as discretionary promotional incentives in connection with Member engagement and platform spend. The VIP rewards program is a loyalty program governed by the terms of § 7.6(a). Participation in VIP rewards confers no contractual right to any specific reward rate, tier benefit, or program continuation.

3.2 Vaultd (pack marketplace)

A marketplace where you purchase packs. Opening a pack assigns you one card drawn at random from a pre-disclosed, tier-eligible pool and gives you a redeemable position in that specific card at its then-current fair market value (FMV). Each pack price corresponds to a tier (a defined set of eligible cards within a stated FMV band). Cards may be graded slabs (PSA, CGC, BGS, TAG) or raw (ungraded) cards. Within the redemption window in § 5.4, you may redeem the card for physical shipping (title passes to you on shipment) or sell the position back to BreakRoom for its FMV (see § 5).

Vaultd is a marketplace for collectible trading cards. Every pack resolves to a real, gradeable, shippable card. Cards awaiting your redemption or sale remain part of BreakRoom's inventory; BreakRoom does not provide long-term storage, safekeeping, or "vaulting" of customer-owned cards. Sale proceeds are payable as account credit usable within the Service, subject to the withdrawal mechanics in § 7.6.

Vaultd feature flag. Vaultd may be enabled or disabled at our discretion. When disabled, Vaultd-specific provisions (§ 5, § 7, § 8) are inactive but remain part of these Terms for users who later access Vaultd.

3.3 Card Supplies (general retail)

Card protection and storage supplies (sleeves, toploaders, binders) are sold to all users without VIP membership, governed by the standard provisions of these Terms.

4. Account

4.1 Registration

You must register an account with a valid email address, phone number, and (where applicable) shipping address. You agree to provide accurate, current, and complete information and to keep that information up to date.

4.2 One account per person

Each natural person may operate one (1) account. We use device fingerprinting, payment-instrument analysis, behavioral signals, and other anti-fraud measures to detect multi-account behavior. If we determine in our reasonable discretion that you operate or attempt to operate more than one account:

• We may immediately suspend all such accounts.
• Pending VIP balances, account credits, unredeemed Vault inventory, and unfulfilled Drops orders may be forfeited in our discretion, subject to the buyback-offer alternative described in § 5.6 for unredeemed Vault inventory.
• Promotional credits, referral commissions, and trial eligibility are forfeited without alternative.

4.3 Identity verification (KYC)

We do not require identity verification at deposit time. Identity verification is required at:

1. Physical card redemption (§ 5.6) — when you ship a card from our custody to your address, we may require KYC via Stripe Identity or a comparable provider.
2. Sale-proceeds withdrawal (§ 7.6) — KYC is required before any funds leave the Service.
3. Anti-fraud or anti-money-laundering review — we may at any time require KYC if account activity raises specific concerns under our internal review processes, regardless of transaction volume.

Failure to complete required verification may result in suspension of redemption, withdrawal, or — in cases of suspected fraud — full account suspension under § 4.5.

4.4 Account security

You are responsible for safeguarding your password and for all activity that occurs under your account. Notify us immediately at support@breakroomdrops.com of any unauthorized access.

4.5 Suspension and termination

We may suspend or terminate your account at our discretion, with or without notice, for violations of these Terms, suspicious activity, regulatory compliance, or any other legitimate business reason. On termination, any unredeemed Vault inventory is handled per § 5.6 and § 18.6 (dormancy).

5. Vaultd — packs, holding, sale, and redemption

5.1 What a pack is

A "pack" is a randomized assignment of one card from the pool of cards eligible for the pack's tier. Opening a pack gives you a redeemable position in that specific card — the right, within the window in § 5.4, to take title by redeeming it for shipping or to sell it back for its FMV. Tier eligibility is published per-tier at /vault/card-distribution. Each pack costs the price displayed at purchase time.

5.2 How draws work

When you purchase a pack, we draw the card or cards you receive at random from the pool of cards that are eligible for that pack tier at the moment of your purchase. Tier eligibility is published per tier at /vault/card-distribution.

Some pack tiers may include a bonus card in addition to the base card. Whether a bonus card is included is determined at random at the time of opening according to the pack tier's configuration. The base card and any bonus card are pinned to your pack-opening record at the time of opening.

For each opening, we record an opening snapshot containing the eligible-card pool, a cryptographic commitment to the selection procedure used, and the FMV distribution. These records are retained internally for audit and dispute resolution. You can independently confirm the integrity of your opening's random seed via the verifier described in § 5.12.

Pack tier configuration (price, eligibility rules, and randomization parameters) may be adjusted by us at our discretion; such adjustments do not retroactively affect packs already opened.

5.3 FMV variance and pack expectations

A pack is not a fixed-value purchase. Cards within a tier vary in FMV; some are above the pack price, some below. The published FMV distribution at /vault/card-distribution discloses the distribution of FMV outcomes per tier as a percentage of the pool. Use the published distribution to set your expectations.

5.4 Redemption window and title

Cards you draw from Vaultd are held by BreakRoom as part of its own inventory pending your redemption or sale — not as a storage, safekeeping, or "vaulting" service for cards you own, which BreakRoom does not offer. Title to a physical card passes to you only when you redeem it for shipping (§ 5.6), or, on a sale, vests in you at the moment of sale and is simultaneously conveyed to BreakRoom in exchange for its FMV (§ 5.5). Until then you hold a redeemable position in the card, not title to it. Each card is uniquely identified and traceable to your position.

You may hold a position for a maximum of seven (7) days from the time you open the pack. Within that window you may, at any time, redeem the card for shipping or sell it back for its FMV. If you take no action within the 7-day window, BreakRoom will automatically complete a sale of the card at its then-current FMV and credit the proceeds to your account as sale proceeds (§ 7.6(b)). We will give notice (by email and/or in-app) at least 24 hours before an automatic sale, and may extend the window at our discretion (for example, while identity verification is pending). By opening a pack, you authorize this automatic sale as a term of your purchase. Holding a position does not constitute a bailment, deposit account, or fiduciary relationship.

5.5 Sell-back and automatic sell-back

At any time within the § 5.4 window, you may sell your position back to BreakRoom at its then-current FMV, less a buyback spread disclosed at the time of sale. On a sale, title to the card vests in you and is simultaneously conveyed to BreakRoom in exchange for the FMV — a sale of goods — and your account is credited the proceeds as sale proceeds under § 7.6(b). FMV is determined by our published pricing pipeline.

If you neither redeem nor sell within the 7-day window, BreakRoom will automatically complete the sale at the then-current FMV — the same transaction, triggered by the window's expiry rather than by you (see § 5.4). All sales, manual or automatic, are final once completed.

5.6 Redemption (physical shipping)

Within the § 5.4 window, you may redeem a card for physical shipping to your verified address; title to the physical card passes to you upon shipment. Redemption is performed via insured USPS or UPS shipping with tracking. Risk of loss transfers to you at delivery confirmation. Lost-in-transit shipments are subject to carrier insurance; we will assist with claims but do not separately reimburse beyond carrier coverage. Redemption may require KYC (§ 4.3) and payment of applicable sales tax before the shipment is released. After the § 5.4 window closes, an unredeemed position is automatically sold back per § 5.5.

5.7 Raw (ungraded) cards

Some Vault inventory consists of raw (ungraded) cards. For raw cards, no third-party grading service has authenticated condition. Our buyback offer (§ 5.5) is the exclusive condition guarantee for raw cards. If a raw card you receive does not meet your expectations, you may accept the buyback offer at the listed FMV, and we will credit your account. The buyback price for raw cards is calculated identically to graded cards. The buyback option is the sole and exclusive remedy for condition-related concerns on raw cards; this provision does not apply to claims of counterfeit or patently inauthentic merchandise, which we will investigate and remediate separately.

5.8 [Reserved]

5.9 No guarantee of secondary-market value

The FMV displayed in Vaultd is a reference price derived from PriceCharting Legendary CSV ingest and is subject to market fluctuation. We do not guarantee that any card will retain or appreciate in market value. The buyback offer is the only price guarantee we provide; it expires when you redeem the card for physical shipping (after which the secondary market is your sole avenue for resale).

5.10 Visual interfaces are entertainment

Any animations, sound effects, transitions, or visual interfaces presented before, during, or after a pack opening are provided for entertainment value only and have no effect on the outcome of the draw. The draw is determined by the server-side process described in § 5.2 at the moment of purchase confirmation.

5.11 Wallet infrastructure and USDC funding

For users who fund their Vault wallet with USDC, BreakRoom uses Privy as embedded-wallet infrastructure (https://www.privy.io). The wallet associated with your account is created by Privy on your behalf, and the cryptographic keys to that wallet are derived from your authentication credentials and held within Privy's trusted execution environment — not by BreakRoom. BreakRoom does not store, access, or control your private keys.

You may move funds from your Privy wallet only by:

• (a) Authorizing a pack-purchase transaction that pays BreakRoom for goods (the wallet signs a transaction transferring USDC to a BreakRoom-owned treasury address; the transaction shape, destination, and per-transaction + per-day limits are constrained server-side and cannot be redirected even if our backend is compromised), or
• (b) Exporting your wallet at any time via Privy's exportWallet() flow, accessible at Settings → Advanced. Exporting transfers full control of your wallet — including all USDC held within it — to a wallet under your sole control.

Funds in your Privy wallet are your property at all times. We receive payment from your wallet for the goods and services we sell.

Once you authorize a pack-purchase transaction, the USDC paid to our treasury address is consideration for the pack and becomes BreakRoom property. From that point forward the pack's outcome and any subsequent buyback follow the rules in §§ 5.1–5.10 and § 7.

5.12 Verifier

5.12.1 What it does

Our public verifier, available at https://breakroomdrops.com/vault/verify, allows you to confirm the integrity of the random seed used for your pack opening. Before your pack is opened, we record a cryptographic commitment (a SHA-256 hash) to the random seed that will drive your draw. After you reveal your card, the seed itself is disclosed. The verifier recomputes the hash locally in your browser and confirms it matches the pre-opening commitment — proving the seed was fixed before your pack was opened and was not altered afterward.

5.12.2 What it does not do

The verifier confirms seed integrity only. It does not enumerate the cards in the eligible pool at the time of your opening, does not disclose pack configuration, and does not disclose other users' opening data. Complete opening records, including the eligible-card snapshot, are retained internally and are available for audit and dispute resolution as described in § 16.

5.12.3 Independent verification

A reference implementation of the verifier procedure is available; if you wish to independently verify the integrity of your opening, please contact us through the channels listed in § 19.

5.13 Free Vault Pack VIP benefit

5.13.1 Eligibility and grant

Active Drops VIP Members whose current paid VIP subscription has been continuously active for at least seven (7) days may, at our discretion, receive one promotional Vault pack entitlement per grant period. The grant cadence, the eligible pack tier, the grant window, the entitlement expiry, and any per-period limits are operational parameters set by us and may be adjusted with notice via amendment to this section.

An entitlement is non-transferable, has no cash value, is not redeemable for wallet credit, refund, or substitute goods, and does not extend beyond its stated expiry. Unredeemed entitlements expire at the time stated on the entitlement and are not restored.

At any given time, a Member may hold at most one (1) active entitlement. We may grant additional entitlements outside the regular cadence — including as service recovery, promotional grants, or other discretionary issuance — and the audit record for any such grant is preserved within our administrative systems.

The free Vault pack is a VIP promotional benefit, not a purchased Vault pack. The terms of §§ 5.1 (what a pack is), 5.2 (how draws work), 5.3 (FMV variance), 5.4 (custody), 5.5 (buyback), 5.6 (redemption), 5.7 (raw cards), 5.9 (no secondary-market guarantee), 5.10 (visual interfaces), and 5.12 (verifier) apply identically to the card drawn from a redeemed free Vault pack as they do to a card drawn from a purchased pack.

5.13.2 Revocation and discretion

We may suspend, revoke, withhold, or decline to issue free Vault pack entitlements at our sole discretion, including but not limited to the following circumstances:

• VIP subscription cancellation, lapse, refund, or chargeback (whether initiated by you or by us under § 4.5);
• A pending or finalized chargeback or payment dispute on any BreakRoom transaction;
• An account pause or spend cap under § 8;
• Anti-abuse, anti-fraud, or anti-money-laundering review under § 4.2, § 4.5, § 9, or applicable law;
• Operational, financial, or risk-management considerations affecting Vaultd as a whole; or
• Discontinuation or material modification of the program.

Revocation may apply to entitlements that have been granted but not yet redeemed; redeemed free Vault packs and the cards drawn from them are not subject to clawback under this § 5.13.2 except as may be required by § 9 (acceptable use) or applicable law.

5.13.3 No entitlement to indefinite continuation

The free Vault pack program is offered as a discretionary VIP benefit and creates no contractual right to receive any specific number of entitlements, any specific pack tier, any specific cadence, or any continuation of the program. We may modify or discontinue the program at any time with notice via amendment to this section. Modifications and discontinuation do not entitle you to refund of any VIP membership fee, retroactive grants, or other compensation.

6. Drops — fairness and refunds

6.1 Drop access

Drops are scheduled releases. VIP Members receive access; access timing within a drop window is governed by the strikeout / headstart system — Members earn early_access_seconds (capped at drop_system.max_early_access_seconds) by participating in prior drops without successfully purchasing. Loyalty earns advantage; arrival time does not. There are no queueing or position-in-line mechanics.

6.2 Fairness invariants

Inventory reservation is atomic at the database layer (FOR UPDATE locks). A purchase is either complete or not — there is no "pending hold that may be released later" state visible to other users.

6.3 Drop refunds

Drops products may be refunded within 7 days of receipt if unopened and undamaged. Once a sealed product has been opened, it is not eligible for refund. Damage during shipping is handled by carrier insurance per § 5.6.

6.4 Order cancellation by us

We may cancel an order at our discretion if we determine it was placed fraudulently, against eligibility rules, or in violation of these Terms. Cancellation refunds the original payment instrument in full.

7. Pricing and payments

7.1 Payment processor

Payments are processed by our third-party payment processors. Card payments are currently processed by Stripe, Inc.; Vault card deposits and bank withdrawals (payouts of withdrawable balances to your linked bank account) are processed by Coinflow Labs Limited (coinflow.cash); certain Vault funding methods may be processed by other licensed payment or onramp providers. By providing payment information, you authorize the applicable processor to charge your payment method or process your payout per its terms (for Stripe, see https://stripe.com/legal). Bank-account linking and withdrawal identity verification are performed directly in Coinflow's hosted interfaces; we do not store full payment-card or bank-account numbers — for cards we store a processor customer ID and last-4 fingerprint, and for bank accounts a processor token, alias, and last four digits, for fraud prevention and display only.

7.2 Currency and tax

Prices are displayed in U.S. dollars. Sales tax is calculated and remitted per state and local law using Stripe Tax in jurisdictions where we have economic nexus.

7.3 Membership billing

VIP Membership is sold on a recurring basis. Cancellation takes effect at the end of the current billing period; we do not pro-rate partial-period cancellations. Discretionary VIP benefits (including the free Vault pack entitlement described in § 5.13) may, however, be revoked immediately upon cancellation, refund, or chargeback, even if your paid membership period has not yet ended. Trial periods (where offered) auto-convert to paid unless cancelled before the trial ends. Trial eligibility is one-per-person, enforced at the device-fingerprint, email-fingerprint, and phone-fingerprint level.

7.4 Refund policy

• Card supplies: 30-day return window for unopened items.
• Drops sealed product: § 6.3.
• Vault packs — FINAL SALE. Once a pack is opened, the transaction is final and no refund to your original payment method will be issued. Your position in the card resolves only by redemption (§ 5.6) or sell-back (§ 5.5), including the automatic sell-back at the end of the 7-day window.
• Vault deposit funds — NON-REFUNDABLE. Funds you transfer into your Privy wallet (or, where applicable, into your BreakRoom-issued platform credit balance via top-up) are committed to the Service and are not refundable to your original payment instrument. You retain full self-custodial control of any USDC in your Privy wallet (§ 5.11) and may export it at any time via the Privy export flow; you do not have a right to refund of those funds back to your bank, card, or other third-party account through BreakRoom.
• Vault sale proceeds and redemptions: Final on completion.

7.5 Chargebacks

We encourage you to contact us at support@breakroomdrops.com before initiating a chargeback or payment dispute — most issues can be resolved directly, and faster, this way. You retain the right to dispute a charge with your card issuer or bank. Where we believe a dispute was filed in error, we may respond through the applicable dispute process with transaction evidence (including pack-opening records and your acceptance of these Terms). Nothing in this section limits your dispute rights. Actual fraud or abuse — including friendly-fraud, knowingly fraudulent disputes, or coordinated fraudulent disputes — violates § 9 and may result in the consequences described there, and a pending or finalized dispute may affect your eligibility for discretionary VIP benefits under § 5.13.2.

7.6 Account balance — two distinct credit classes

Your BreakRoom account balance consists of two distinct credit classes, each with different redemption rules. Your account display will identify the portion of your balance in each class.

(a) Closed-loop platform credit ("Vault Credits"). Vault Credits are issued as bonuses, VIP rewards, periodic loyalty rewards, level-up grants, signup promotions, deposit top-ups (where applicable to non-USDC funding paths), refunds of cancelled or failed pack purchases, restorations following payment-dispute reversals, and any other promotional or administrative grant.

Vault Credits are pack-spendable only — they can be used to purchase BreakRoom Vault products and services. They are not redeemable for cash, cryptocurrency, or any other instrument outside the Service. Vault Credits are forfeited upon account closure for cause (§ 4.5) or upon detected violation of § 4.2 (multi-account) or § 9 (acceptable use).

(b) Sale proceeds. Credits issued by BreakRoom in exchange for cards you sell back to BreakRoom under the buyback offer mechanism (§ 5.5). Sale proceeds are commerce — payments BreakRoom makes to acquire your property. Sale proceeds, less any applicable processing fees, are eligible for withdrawal to your own self-custodial cryptocurrency wallet. Withdrawal of sale proceeds requires KYC verification (§ 4.3) and is subject to anti-money-laundering review.

Pack-purchase debit order. When you purchase a pack, the cost is debited from your closed-loop platform credit (class (a)) before any sale proceeds (class (b)) are touched. Sale proceeds you have accumulated are preserved as long as you have any closed-loop platform credit available to spend on packs. Once your closed-loop platform credit is exhausted, further pack purchases will draw from your sale proceeds.

7.7 Closed-loop status

The BreakRoom platform credit described in § 7.6(a) is a closed-loop, pack-spendable credit balance issued by BreakRoom for use only within the Service. BreakRoom does not offer peer-to-peer money transfer services, prepaid access products, general-purpose stored-value products or services, or any product designed to substitute for currency outside the Service. Wallet credit cannot be transferred between users, redeemed for cash through the Service, or used for any purpose other than purchasing BreakRoom Vault products and services.

7.8 Pricing errors

Prices, FMVs, buyback offers, and other displayed values are subject to verification before fulfillment. In the event of a typographical error, calculation error, or display error materially inconsistent with our pricing systems, we reserve the right to (a) cancel the affected order and refund the original payment instrument or restore platform credit, or (b) honor the displayed value at our discretion. We will not knowingly enforce a transaction at a price we know to be incorrect.

7.9 Vault Credits expiration

Vault Credits expire twelve (12) months from the date issued, on a per-credit rolling basis. Expired Vault Credits are removed from your balance without notice and have no further utility within the Service. You may view the expiration date of each Vault Credit grant in your account dashboard. Expiration is automatic and unilateral.

Expiration furthers the promotional-incentive purpose of the Vault Credits program described in § 7.6(a). No Member is entitled to extension, restoration, or compensation for expired Vault Credits.

8. Spend controls

You are responsible for managing your spend. We provide optional tools to help you do so:

• Spend caps. Set a daily, weekly, or monthly cap on Vault spend. Caps take effect immediately at lower amounts and after a 24-hour cool-down period at higher amounts.
• Account pauses. Pause your Vault access for 24 hours, 7 days, 30 days, 90 days, or indefinitely. Pauses start immediately and cannot be undone before the pause ends.
• Marketing suppression. While a pause is active, we do not send Vault-related promotional emails or in-app notifications.
• Card Distribution Disclosure. Every tier publishes its FMV distribution at /vault/card-distribution. Use the published distribution to set your spend expectations.

9. Acceptable use

You agree not to:

1. Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local law.
2. Operate more than one account (§ 4.2), use VPNs to circumvent geo-restrictions (§ 2), or use software to automate purchases (bots, scrapers, scripts targeting /api/cart, /api/checkout, /api/vault/packs/*, /api/vault/buyback/*, or any other endpoint of the Service).
3. Reverse-engineer, decompile, or attempt to extract source code from any part of the Service, including the random-draw and verifier procedures described in § 5.2 and § 5.12.
4. Submit false identity, payment, shipping, or wallet-address information.
5. Attempt to manipulate the random-draw process, including by exploiting timing windows, retry behavior, replay attacks, race conditions, RNG state inference, or any defect in our systems.
6. Resell access to your account or VIP membership; transfer your account to another person; or operate the Service on behalf of an undisclosed third party.
7. Engage in chargeback fraud, friendly fraud, knowingly fraudulent disputes, or coordinated mass-claim activity outside the framework of § 16.5.
8. Harass other users, our staff, or third parties through any communication channel offered by the Service.
9. Upload, transmit, or store malicious code on or through the Service; attempt to compromise the security or integrity of the Service or any infrastructure supporting it (including third-party wallet infrastructure described in § 5.11).
10. Use the Service to launder money, structure transactions, evade tax obligations, or facilitate any other financial crime.
11. Use the Service for the benefit of any sanctioned person, entity, or jurisdiction.
12. Use the Service to acquire cards or credit you intend to obtain through any of the prohibited acts above and then attempt to monetize via a third-party marketplace, the buyback flow (§ 5.5), or any future withdrawal mechanism.

We may detect violations through automated systems and human review. Detected violations may result in immediate account suspension and forfeiture per § 4.5.

10. Privacy

Our Privacy Policy at /privacy describes what personal information we collect, how we use it, and your rights. By using the Service, you acknowledge having read the Privacy Policy.

We use cookies, device fingerprints, and similar technologies for fraud prevention, account security, and analytics.

11. Intellectual property

11.1 Third-party trading-card products

We sell physical trading-card products and accessories acquired lawfully in the secondary market. We are not affiliated with, endorsed by, or sponsored by any trading-card manufacturer, publisher, or rights holder, including but not limited to Nintendo, Game Freak, Creatures Inc., or The Pokémon Company. Brand names and product names of trading-card manufacturers are trademarks of their respective owners and are used for descriptive purposes only.

Card images displayed on the Service are either (a) reference images from public catalog APIs used under their respective licenses for catalog display, (b) photographs of physical cards in our custody, or (c) photographs supplied by third-party grading services (PSA, CGC, BGS, TAG) under their respective public-CDN access terms.

11.2 Our marks

"BreakRoom Drops," "BreakRoom," "Keystone Cards," and the BreakRoom logo are trademarks of Keystone Cards, LLC. You may not use these marks without our prior written permission, except for nominative fair use.

11.3 User-generated content

Reviews, ratings, support-ticket text, and similar content you submit are licensed to us under a non-exclusive, worldwide, royalty-free, sublicensable, perpetual license to use, reproduce, modify, and display such content in connection with operating and promoting the Service. You retain ownership of the underlying content.

You represent that any content you submit (a) does not infringe any third party's rights and (b) does not violate § 9.

11.4 DMCA

Notices of claimed copyright infringement should be sent to legal@breakroomdrops.com. We respond to valid DMCA notices in accordance with 17 U.S.C. § 512.

12. Disclaimers

The Service is provided "as is" and "as available." To the maximum extent permitted by applicable law, BreakRoom disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing:

• We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components.
• We do not warrant the accuracy, reliability, or completeness of any third-party content (including FMV data, grading-service descriptions, or card metadata).
• We do not guarantee any specific Vault pack outcome, secondary-market value, or buyback price beyond the published price at the moment of offer.

13. Limitation of liability

To the maximum extent permitted by applicable law, BreakRoom, its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or in connection with your use of the Service, even if advised of the possibility of such damages.

Our total cumulative liability to you for any claim arising out of these Terms or the Service shall not exceed the greater of (a) the amount you paid to us in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100).

The limitations in this section do not apply to (i) liability that cannot be limited as a matter of applicable law, (ii) liability arising from our gross negligence, fraud, or willful misconduct, or (iii) our indemnification obligations under § 14.

14. Indemnification

You agree to defend, indemnify, and hold harmless BreakRoom, Keystone Cards, LLC, and their officers, directors, employees, and agents from any third-party claim, demand, or expense (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service in violation of these Terms, (b) content you submit, (c) your violation of any third party's rights, or (d) your violation of any applicable law.

15. Modifications

We may modify these Terms at any time. Modifications are effective when we post the updated Terms and revise the "Last Updated" date above. We may, but are not required to, additionally notify you of material changes by email or in-app notice. Your continued use of the Service after we post a modification constitutes acceptance of the modified Terms.

If you do not agree to a modification, your remedy is to discontinue use of the Service and close your account; any withdrawal of sale proceeds remains subject to § 7.6.

16. Dispute resolution — arbitration and class-action waiver

16.1 Informal resolution

Before filing a formal claim, you agree to first contact us at support@breakroomdrops.com and provide a written description of the dispute and your contact information. We will attempt to resolve the dispute informally within thirty (30) days of receipt. The 30-day window is a precondition to arbitration.

16.2 Binding individual arbitration

If informal resolution fails, all disputes arising out of or relating to these Terms or the Service shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (https://www.adr.org), except as provided in §§ 16.4 and 16.5. The arbitration shall be conducted in English in Davidson County, Tennessee, or by remote/video conference at the consumer's election.

The arbitrator — and not any federal, state, or local court — shall have exclusive authority to resolve all disputes, including any disputes about the scope or enforceability of this arbitration agreement, except a court of competent jurisdiction may decide whether the class-action waiver in § 16.3 is enforceable.

The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this section.

16.3 Class-action and representative-action waiver

If you are a California resident, this waiver is intended to apply to the maximum extent permitted under Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906 (2022). If a court of competent jurisdiction determines that any portion of this waiver is unenforceable as to any particular claim, that portion of the claim and only that portion must be brought in court in the venue specified in § 17, and the remainder of these Terms — including the rest of this waiver and the individual arbitration requirement — shall remain in full force.

16.4 Carve-outs

Notwithstanding § 16.2:

• Either party may bring an individual action in small-claims court for any claim within that court's jurisdictional limits.
• Either party may seek injunctive or equitable relief in court for the protection of intellectual property rights or to enforce § 9.

16.5 Mass-arbitration batching

If twenty-five (25) or more demands for arbitration of similar claims by claimants represented by the same or coordinated counsel are filed against BreakRoom within a ninety (90)-day period, all such demands will be administered as a single mass-arbitration batch. The first batch of fifty (50) demands will proceed; remaining demands are stayed until the first batch concludes. Filing fees for the stayed demands are not assessed until they enter active arbitration. The parties and AAA shall meet and confer in good faith to set a schedule that promotes efficient and fair resolution.

This provision does not limit any individual claimant's right to opt out under § 16.6 and proceed in court.

16.6 30-day opt-out

You may opt out of this arbitration agreement by sending written notice to legal@breakroomdrops.com within thirty (30) days of your account creation, stating your account email and your election to opt out. Opt-out is one-time and irrevocable. Opting out does not affect any other provision of these Terms.

16.7 Material-amendment opt-out for the arbitration agreement

Notwithstanding § 15 (Modifications), if we make a material change to this § 16 (Dispute resolution), you may, within thirty (30) days of the effective date of the change, opt out of that change by sending written notice to legal@breakroomdrops.com stating your account email, your objection to the change, and your election to retain the prior arbitration terms. Opt-out under this § 16.7 applies only to the amended provisions of § 16 and does not affect any other provision of these Terms or your continued use of the Service. Opt-out is one-time per amendment and irrevocable. This § 16.7 does not waive any opt-out previously elected under § 16.6.

17. Governing law and venue

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any claim that, under § 16.4, must be brought in court rather than arbitration, the exclusive venue is the state and federal courts located in Davidson County, Tennessee, and you and BreakRoom consent to personal jurisdiction in those courts. Nothing in this section limits a Tennessee consumer's rights under Tennessee Code Annotated § 47-18-114.

18. Miscellaneous

18.1 Entire agreement

These Terms, the Privacy Policy, the Card Distribution Disclosure, and any other policies referenced herein constitute the entire agreement between you and BreakRoom regarding the Service, superseding all prior agreements.

18.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force.

18.3 No waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

18.4 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

18.5 Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control (acts of God, war, terrorism, pandemic, government action, infrastructure outage, supplier failure, payment-processor failure).

18.6 Dormancy

Because Vault positions resolve within the 7-day window in § 5.4 (by redemption or sale), BreakRoom does not hold cards on your behalf long-term. If your account has had no sign-in, purchase, redemption, sale, or other affirmative user action for twenty-four (24) consecutive months, we will attempt to contact you at your registered email and phone number with notice of pending dormancy. If we receive no affirmative response within ninety (90) days of the first notice, account credit and sale proceeds in excess of unsatisfied obligations may be subject to escheat to your state of last-known residence in accordance with applicable unclaimed-property law.

18.7 Insolvency

In the event of BreakRoom's insolvency, dissolution, or cessation of operations, we will use commercially reasonable efforts to allow you to redeem any open position for physical shipping (you are responsible for return-shipping costs) or, where redemption is not practicable, to settle the position at its FMV as account credit to the extent funds permit. Because title to a card does not pass until shipment (§ 5.4), an open position is a claim for redemption or FMV rather than title to a specific card.

18.8 No third-party beneficiaries

These Terms create no third-party beneficiary rights, except that our third-party payment processors (including Stripe, Inc.) are intended beneficiaries of § 7.1 and the OFAC-related provisions of § 2 and § 9.

18.9 Headings

Section headings are for convenience only and have no legal effect.

18.10 Notices

We may give notice to you by email to your registered address, by in-app notification, or by posting at /legal/notices. You must give notice to us by email to legal@breakroomdrops.com.

18.11 Tennessee Consumer Protection Act

Nothing in these Terms is intended to waive any non-waivable right or remedy you may have under the Tennessee Consumer Protection Act, Tennessee Code Annotated § 47-18-101 et seq.

18.12 Electronic communications consent

By providing an email address or phone number, you consent to receive communications from BreakRoom electronically. We may send transactional, security, account, billing, dispute, legal, and tax-related communications by email, in-app notification, or SMS to the contact details on file, and these will satisfy any legal requirement that such communications be in writing. Marketing communications are governed separately and may be opted out of without affecting transactional or legal notices.

For SMS communications, message and data rates may apply; reply STOP to opt out, HELP for help. SMS-channel use is subject to our SMS messaging policies (governed by 47 U.S.C. § 227 / TCPA). Consent to receive marketing SMS is not a condition of purchase.

18.13 Data retention and breach notification

We retain account, transaction, ledger, and pack-opening records for the duration required by applicable law and our internal recordkeeping policies (including the dispute-evidence retention contemplated by § 5.2). In the event of a security incident affecting your personal information, we will notify you and applicable regulators in accordance with applicable state breach-notification laws (including the Tennessee Information Protection Act and analogous state statutes where applicable).

18.14 Survival

The following provisions survive termination of your account or these Terms: §§ 7 (to the extent of obligations not yet discharged), 9, 11, 12, 13, 14, 15 (final pre-termination version), 16, 17, 18.1–18.4, 18.6, 18.7, 18.8, 18.10, 18.11, and any other provision that by its nature is intended to survive.

19. Contact