Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and Cardexium, a service operated by Floox (“Cardexium”, “we”, “us”, or “our”). They govern your access to and use of the Cardexium mobile applications, websites, and related services (together, the “Service”). Please read them carefully.

By creating an account, accessing, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service. Section 26 contains a binding arbitration agreement and a class-action waiver that affect how disputes between you and us are resolved.

1. Agreement to These Terms

These Terms apply to all visitors, users, buyers, and sellers of the Service. They incorporate by reference our Privacy Policy and any other policies, guidelines, or rules we publish within the Service (collectively, our “Policies”). If there is a conflict between these Terms and a Policy with respect to its subject matter, the Policy controls. We may offer certain features subject to additional or supplemental terms, which become part of your agreement with us when you use those features.

2. Definitions

• “Buyer” means a user who purchases, or offers to purchase, an Item through the Service.
• “Seller” means a user who lists, offers, sells, or trades an Item through the Service.
• “Item” means a collectible card, sealed product, graded slab, coin, or other collectible offered, listed, sold, or traded through the Service.
• “Listing” means an offer by a Seller to sell or trade an Item.
• “Order” means a transaction between a Buyer and a Seller processed through the Service.
• “Collection” means the catalog of Items you record as owned or wanted within the Service.
• “Content” means any text, photographs, images, descriptions, messages, or other materials submitted to the Service.
• “Payment Processor” means Stripe, Inc. and its affiliates, which provide payment processing and connected-account services for the Service.

3. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and able to form a legally binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements, that the registration information you provide is accurate, and that your use of the Service does not violate any applicable law or regulation. The Service is not directed to children, and we do not knowingly permit anyone under 18 to register or transact.

You may not use the Service if you are barred from doing so under the laws of the United States or any other applicable jurisdiction, including if you are located in, or are a resident of, a country or region subject to comprehensive sanctions, or if you appear on any government list of prohibited or restricted parties.

4. Accounts and Registration

To use most features, you must create an account using an email address and password or through a supported third-party sign-in provider (such as Google or Apple). You agree to provide accurate, current, and complete information and to keep it up to date.

• You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify us immediately at security@cardexium.com if you suspect any unauthorized use.
• You may not share, sell, or transfer your account, or maintain more than one account without our permission, or create an account on behalf of someone else without authority.
• When you sign in through a third-party provider, you authorize us to access and use certain information from that provider as described in our Privacy Policy, subject to that provider’s terms.

5. The Service

The Service lets you, among other things:

• catalog Items you own or want and organize them into binders and collections;
• view estimated market value and price history for Items and your portfolio;
• discover, follow, and message other collectors;
• list Items for sale or trade, make and respond to offers, and buy, sell, and trade Items through our escrow-based marketplace.

We may add, change, suspend, or discontinue any part of the Service at any time. We do not guarantee that the Service, or any feature, will always be available, uninterrupted, or error-free.

6. Market Value and Pricing Data

The Service displays estimated market values, price history, portfolio valuations, and related data (“Pricing Data”). Pricing Data is provided for general informational purposes only and may be derived from third-party sources, historical sales, aggregated listings, modeled estimates, or other methods. Pricing Data is not an appraisal, offer, guarantee of value, or financial, investment, or tax advice. Actual prices realized in a transaction may differ materially. We do not warrant the accuracy, completeness, timeliness, or reliability of Pricing Data, and you rely on it at your own risk. Collectibles can fluctuate in value and may be worth less than you paid.

7. The Marketplace; Our Role

Cardexium provides a venue and a set of tools that allow users to transact with one another. Cardexium is not a party to any transaction between a Buyer and a Seller, is not the buyer, seller, importer, consignee, auctioneer, broker, or appraiser of any Item, and does not take title to or possession of any Item. The contract for sale or trade of an Item is solely between the Buyer and the Seller. While we provide escrow and dispute tools to help transactions go smoothly, we do not guarantee that a Buyer or Seller will complete a transaction or act lawfully, and we have no control over and do not guarantee the existence, quality, safety, authenticity, legality, or accuracy of Listings or Items.

8. Listings and Selling

When you create a Listing, you represent and warrant that:

• you own the Item or are otherwise authorized to sell or trade it, and have good title;
• the Item is described accurately and completely, including its condition, grade, authenticity, edition, and any defects, and the photographs are of the actual Item;
• the Item, and your sale of it, complies with all applicable laws and these Terms;
• you will honor the price, shipping terms, and other terms stated in the Listing once an Order is placed, and will deliver the Item as described.

You are solely responsible for your Listings and Items. You may not manipulate price or search results, post duplicate or misleading Listings, or circumvent the Service to avoid fees. We may remove or edit any Listing, or cancel any Order, that we believe violates these Terms or our Policies, or that may create liability for any person.

9. Buying, Offers, and Trades

As a Buyer, when you buy an Item, make an offer that a Seller accepts, or agree to a trade, you enter into a binding contract with the Seller and agree to pay the stated amount (including applicable fees, shipping, and taxes) or to deliver the agreed Items in a trade. Offers and counter-offers are binding once accepted within the Service. Trades may involve Item-for-Item exchanges with or without additional cash, processed through the same escrow mechanism. You are responsible for reviewing a Listing, Item description, and photographs before committing to a transaction.

10. Payments, Fees, and Escrow

Payments are processed by our Payment Processor. By transacting, you agree to the Payment Processor’s applicable terms, including the Stripe Connected Account Agreement and the Stripe Terms. We do not store full payment card numbers.

Escrow

When a Buyer pays for an Order, the funds are authorized and held (in escrow) through the Payment Processor rather than released immediately to the Seller. Funds are captured and the Seller’s payout is released after the Item is delivered and the applicable confirmation or inspection window passes, or as otherwise provided in our Policies or required to resolve a dispute. We may place, extend, or release holds, and reverse or refund payments, as reasonably necessary to operate the escrow and dispute process.

Fees

Cardexium charges a platform fee of 5%of the Item price on completed sales, which is deducted from the Seller’s proceeds. A separate payment processing fee (currently approximately 2.9% plus $0.30 per transaction, set by the Payment Processor and subject to change) also applies. We display the platform fee and the processing fee separately at checkout so that you can see what is charged by Cardexium and what is charged by the Payment Processor. The processing fee is not retained by Cardexium. Unless stated otherwise, fees are non-refundable once an Order completes. We may change our fees prospectively by updating our Policies or these Terms.

11. Seller Payouts and Stripe Connected Accounts

To receive payouts, a Seller must create and maintain a connected account with our Payment Processor and provide the identity, business, banking, and tax information the Payment Processor requires (including for “know your customer,” anti-money-laundering, and sanctions screening). Payouts are subject to the Payment Processor’s verification, timing, holds, and reserve practices, which are outside our control. You authorize us and the Payment Processor to debit, offset, hold, or reverse amounts in your connected or linked accounts to cover refunds, chargebacks, fees, fines, reversals, or amounts you owe under these Terms. You are responsible for the accuracy of your payout information.

12. Shipping and Delivery

Unless a Listing or Order states otherwise, the Seller is responsible for packaging and shipping the Item promptly after an Order is paid, for selecting appropriate protection and tracking, and for marking the Item as shipped within the Service. Risk of loss and title pass in accordance with the Order terms and applicable law. We recommend that Sellers use tracked, and where appropriate insured, shipping for valuable Items. Buyers are responsible for providing an accurate shipping address. Cardexium is not the shipper and is not responsible for shipping delays, loss, theft, or damage in transit, though we may consider such events in resolving a dispute.

13. Returns, Refunds, Disputes, and Chargebacks

If an Item is not delivered, is materially not as described, or another problem arises, the Buyer and Seller should first try to resolve it directly through in-app messaging. If they cannot, either party may open a dispute through the Service within the window stated in our Policies. We may, in our reasonable discretion, review the available information (including Listing details, photographs, tracking, and messages) and decide how to resolve the dispute, including by releasing escrowed funds, issuing a full or partial refund, requiring a return, or declining the claim. Our decision on the use of escrowed funds is final as between the users and us for purposes of the escrow, though it does not determine the parties’ rights under applicable law.

Initiating a card chargeback instead of using the dispute process may be considered a breach of these Terms. We may contest chargebacks, share transaction records with the Payment Processor and card networks, and recover amounts and related fees from the responsible user.

14. Authenticity, Condition, and Grading

Sellers are solely responsible for the authenticity, condition, and accurate grading representation of their Items. Grades assigned by third-party grading companies are the opinions of those companies; Cardexium does not authenticate, grade, appraise, or verify Items and makes no representation about them. References to grading companies, grades, or certification numbers within a Listing are provided by the Seller. You are responsible for satisfying yourself as to an Item’s authenticity and condition before and after a transaction, subject to the dispute process.

15. Prohibited and Restricted Items

You may not list, sell, or trade through the Service any Item that:

• is counterfeit, replica, unauthorized reproduction, or proxy, or that infringes any third party’s intellectual-property or other rights;
• is stolen, fraudulently obtained, or that you do not have the right to sell;
• you cannot legally sell or ship, or whose sale or shipment would violate any law, regulation, sanction, or third-party right;
• has been altered, tampered with, or re-sealed in a manner not disclosed;
• is not a collectible within the scope of the Service, or that we otherwise prohibit in our Policies.

We may remove any Listing and take action against any account that violates this section.

16. User Content and License

You retain ownership of the Content you submit. By submitting Content, you grant Cardexium a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify (for formatting and display), publish, publicly display, and distribute that Content in connection with operating, providing, promoting, and improving the Service. This license continues for Content associated with completed transactions or that other users have retained (for example, in their records or messages) even after you remove it, and otherwise ends when you delete the Content or your account, subject to reasonable backup retention.

You represent and warrant that you own or have the necessary rights to your Content, that it is accurate, and that it does not violate these Terms, any law, or any third party’s rights. We may, but are not obligated to, review, screen, or remove Content at our discretion.

17. Acceptable Use

You agree not to, and not to attempt to:

• use the Service for any unlawful, fraudulent, deceptive, infringing, or harmful purpose;
• post false, misleading, defamatory, harassing, threatening, hateful, obscene, or otherwise objectionable Content;
• impersonate any person or entity or misrepresent your affiliation, ownership, or an Item’s attributes;
• circumvent fees, complete or arrange transactions outside the Service to avoid fees or buyer/seller protections, or solicit other users to do so;
• launder money, evade sanctions, or finance illicit activity through the Service;
• scrape, harvest, or collect data; use bots, crawlers, or automated means except as we expressly permit; or place unreasonable load on our infrastructure;
• reverse engineer, decompile, interfere with, disrupt, or attempt to gain unauthorized access to the Service, its security, or other accounts;
• introduce malware or use the Service to infringe, harass, or harm others or to violate their privacy.

18. Messaging and Communications

The Service includes messaging features that let users communicate, including to coordinate transactions. You are responsible for your messages and may not use messaging to spam, harass, defraud, solicit transactions off-platform to evade fees, or share unlawful or infringing material. We may access, store, and review messages as needed to operate the Service, resolve disputes, enforce these Terms, and comply with law, as described in our Privacy Policy. By creating an account, you also consent to receive communications from us (including service, transactional, and administrative messages); you can manage marketing communications as described in our Privacy Policy.

19. Intellectual Property

The Service, including its software, design, text, graphics, logos, and the “Cardexium” name and marks, is owned by or licensed to us and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for your personal, non-commercial use (and, for Sellers, to conduct transactions permitted by these Terms). You may not copy, modify, distribute, sell, or create derivative works of any part of the Service except as expressly permitted.

All third-party names, trademarks, logos, card images, and game content—including, for example, those associated with Magic: The Gathering, Pokémon, Yu-Gi-Oh!, One Piece Card Game, sports leagues, and grading companies—are the property of their respective owners. Cardexium is not affiliated with, endorsed by, or sponsored by any of those owners. Such names and marks are used only to identify Items and for nominative reference.

Copyright and DMCA

We respect intellectual-property rights and respond to notices of alleged infringement. If you believe Content on the Service infringes your copyright, send a notice with the information required by the Digital Millennium Copyright Act to legal@cardexium.com. We may remove allegedly infringing Content and terminate repeat infringers.

20. Third-Party Services

The Service relies on and links to third-party services, including the Payment Processor (Stripe), authentication providers (Google, Apple), data sources for catalog and Pricing Data, shipping carriers, and cloud and analytics providers. Your use of those services may be subject to their own terms and privacy policies, and we are not responsible for them. We are not liable for the acts, omissions, or content of any third party.

21. Taxes

You are responsible for determining, collecting, reporting, and remitting any taxes (including sales, use, VAT/GST, and income taxes) applicable to your transactions and activities on the Service, unless we are required by law to collect them. The Payment Processor or we may collect tax-related information and issue tax forms (such as IRS Form 1099-K) where required. Fees shown may be exclusive of applicable taxes.

22. Suspension and Termination

You may stop using the Service and delete your account at any time. We may suspend, restrict, or terminate your access to all or part of the Service, remove Content or Listings, cancel or reverse transactions, and withhold or reverse payouts, with or without notice, if we reasonably believe you have violated these Terms or our Policies, created risk or legal exposure, or engaged in fraudulent, abusive, or unlawful conduct, or as necessary to comply with law. On termination, the licenses you granted survive as described in Section 16, and Sections that by their nature should survive (including Sections 6, 7, 10, 13, 19, 21, 23–27, and 30) will survive. Pending Orders and disputes may continue to be processed, and amounts you owe remain due.

23. Disclaimers

THE SERVICE, INCLUDING ALL CONTENT, ITEMS, LISTINGS, AND PRICING DATA, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT PRICING DATA IS ACCURATE, OR THAT ITEMS OR USERS ARE AUTHENTIC, LEGITIMATE, OR WILL PERFORM AS DESCRIBED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

24. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CARDEXIUM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR COLLECTIBLE VALUE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES YOU PAID TO US IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

25. Indemnification

You agree to indemnify, defend, and hold harmless Cardexium and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your Content, Listings, or Items; (c) your transactions with other users; (d) your violation of these Terms or any law or third-party right; or (e) any tax obligations relating to your activity on the Service.

26. Dispute Resolution; Arbitration; Class Action Waiver

Please read this section carefully—it affects your legal rights. Except for the disputes described below, you and Cardexium agree to first try to resolve any dispute informally by contacting us at legal@cardexium.com; if we cannot resolve it within 30 days, you and Cardexium agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, rather than in court, except that you may assert claims in small-claims court if they qualify.

Class Action Waiver.You and Cardexium agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any class or representative proceeding.

This section does not prevent either party from seeking injunctive or equitable relief for infringement or misuse of intellectual property. If any portion of this section is found unenforceable, the remainder will remain in effect, except that if the class-action waiver is found unenforceable, this entire arbitration section will be void. The specific arbitration rules, administrator, venue, and procedures, and any opt-out right, are set out in our supplemental arbitration policy, which forms part of these Terms.

27. Governing Law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of [Governing State], United States, and applicable U.S. federal law (including the Federal Arbitration Act), without regard to conflict-of-laws principles. Subject to the arbitration section above, the state and federal courts located in [Governing County/State] will have exclusive jurisdiction over any matter not subject to arbitration, and you consent to their jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

28. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means and update the “Last updated” date above. Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Service.

29. Mobile Applications; App Store Terms

We grant you a limited, non-exclusive, non-transferable, revocable license to use our mobile applications on devices you own or control, subject to these Terms and the rules of the applicable app store. If you download the app from the Apple App Store, you acknowledge that: these Terms are between you and Cardexium, not Apple; Apple has no obligation to provide maintenance or support for the app; Apple is not responsible for any product warranties or for addressing any claims relating to the app; and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in a sanctioned country or on a prohibited-party list. Similar terms apply to apps obtained from Google Play and other app stores, and you also agree to comply with those stores’ terms.

30. General

• Entire Agreement. These Terms, together with our Policies and any supplemental terms, are the entire agreement between you and us regarding the Service and supersede any prior agreements.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in effect.
• No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.
• Force Majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
• Relationship. No agency, partnership, joint venture, or employment is created by these Terms.
• Notices. We may provide notices to you through the Service or to the email on your account. You may contact us as set out below.

31. Contact

Questions about these Terms can be sent to legal@cardexium.com, or for general support, hello@cardexium.com.