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Terms and Conditions

IMPORTANT NOTICES

THE CARDS SOLD ON THIS WEBSITE ARE DIGITAL COLLECTIBLES FOR PERSONAL ENTERTAINMENT ONLY AND HAVE NO MONETARY VALUE. SUCCESS IN THE GAMES DOES NOT RESULT IN ANY PRIZE, REWARD, OR ITEM OF VALUE.

VOID WHERE PROHIBITED. OFFICIAL RULES APPLY.

ONLY USERS LOCATED IN THE STATES OF CALIFORNIA AND NEW YORK ARE ELIGIBLE TO CREATE AN ACCOUNT OR MAKE PURCHASES ON THIS WEBSITE. PLEASE REFER TO SECTION 2 (ELIGIBILITY) TO CHECK YOUR ELIGIBILITY.

ALL PURCHASES OF CARDS ARE FINAL AND NON-REFUNDABLE, EXCEPT AS EXPRESSLY SET OUT IN SECTION 5 (PURCHASES, DELIVERY, AND REFUND POLICY) OR AS REQUIRED BY APPLICABLE LAW.

READ SECTION 11 CAREFULLY. THESE TERMS AND CONDITIONS INCLUDE A PROVISION REQUIRING BINDING ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND A WAIVER OF CLASS ACTIONS AND JURY TRIALS, AS WELL AS A 30-DAY PROCEDURE TO OPT OUT OF ARBITRATION.

Version 1.0 Date Published: [DATE]

IMPORTANT NOTICE: Cardflow Digital Limited (“We”, “Us”, or the “Company”), with its registered address at Axiou 30, Akropoli, 2013, Nicosia, Cyprus, operates our Website and Services in the Permitted Territory. These Terms and Conditions of Use apply to and are binding upon you if you use our Website. Please read and review these Terms and Conditions of Use (the “Agreement”) along with the Privacy Policy (https://collectduel.com/privacy-policy) (together, the “Documentation”) before using our Website or its Content. By accessing or using our Website, you acknowledge that you have read, understood, and accepted this Agreement and our Documentation. Your continued use of our Website or its Content signifies that you accept any updates made to this Agreement. If you do not agree with any part of this Agreement, you may not access or use our Website or its Content.

1. Definitions

  1. 1.1The following definitions apply to this Agreement:
  1. 1.1.1“Account” means your User account with us, which you sign up for at https://collectduel.com;
  2. 1.1.2“Card(s)” means the digital collectible cards offered for purchase on our Website, which may be viewed in your Collection, used to play the Games against the computer, and delivered to you as a downloadable digital image file by email following purchase;
  3. 1.1.3“Card File(s)” means the digital image file(s) of a Card delivered to you by email following your purchase of that Card;
  4. 1.1.4“Collection” means the section of your Account where the Cards you have purchased are displayed;
  5. 1.1.5“Content” means all information, Cards, Card Files, Games, images, text, data, links, documents, software, or other materials accessible and available to Users through our Website. All Content is subject to and protected under intellectual property rights and is solely owned by or licensed to Cardflow Digital Limited;
  6. 1.1.6“Covered Information” means information which allows a specific person to be contacted either physically or online, including, without limitation, first and last name, address, email address, phone number, or other identifier which allows a specific person to be contacted either physically or online;
  7. 1.1.7“Eligible Participant” means a User who meets all of the eligibility requirements set out in Section 2 of this Agreement;
  8. 1.1.8“Excluded Territory” means any jurisdiction outside of the States of California and New York, United States of America;
  9. 1.1.9“Games” means the single-player card games available on our Website in which a User plays against the computer (CPU) using the Cards in their Collection. The Games are for entertainment purposes only and offer no prizes, winnings, or rewards of any kind;
  10. 1.1.10“Participant” means a registered User who purchases Cards and/or participates in the Games using Cards;
  11. 1.1.11“Permitted Territory” means the States of California and New York, United States of America;
  12. 1.1.12“Promotion(s)” means any of our promotions, discounts, or offers relating to the purchase of Cards or participation in the Games;
  13. 1.1.13“Services” means the sale and delivery of Cards, the Games, the Collection feature, and any other services made available through our Website;
  14. 1.1.14“User”, “you”, or “your” means any person who accesses or uses our Website;
  15. 1.1.15“Website” means our website available at www.collectduel.com and includes our Content and Services, which are fully owned by Cardflow Digital Limited.

2. Eligibility

2.1 This Section 2 sets out our requirements with respect to you, the Participant (the “Requirements”). By using our Website, you acknowledge that you have read, understood, and accepted these Requirements and our Documentation. Your continued use of our Website signifies that you accept any updates made to these Requirements. If you do not agree with any part of these Requirements, please do not use our Website.

2.2 We reserve the right, at our sole discretion, to request information or documentation from you at any time to verify your identity, age, location, or eligibility under these Requirements, including but not limited to, where we suspect fraud, a chargeback risk, a breach of this Agreement, or required under the applicable law. You agree to provide such information promptly upon request. Failure to provide requested information may result in suspension or termination of your Account.

2.3 You are only permitted to use our Website as a User if you satisfy and meet all of the following criteria:

  1. 2.3.1You are an individual who is eligible to enter into legally binding contracts within your jurisdiction. Companies and any other legal entities are not allowed to hold Accounts with us;
  2. 2.3.2You are at least eighteen (18) years of age, have reached the age of majority in your jurisdiction, and are legally authorized to use the Services and play the Games;
  3. 2.3.3You have agreed to our Documentation;
  4. 2.3.4Any payments are initiated by you through an Account registered under your legal name;
  5. 2.3.5You do not already have an Account. Opening, operating, attempting to open or attempting to operate multiple Accounts may lead to termination of all your Accounts;
  6. 2.3.6You have not previously had an Account that has been terminated by Us due to your contravention of the Documentation;
  7. 2.3.7You are a resident of, and are physically present in, a Permitted Territory. The current Permitted Territories are the States of California and New York, United States of America;
  8. 2.3.8You are not a domestic politically exposed person (“PEP”);
  9. 2.3.9You are not a family member or close associate of a domestic PEP;
  10. 2.3.10You are not one of Our employees, affiliates, subsidiaries, holding companies, advertising agencies, or any other company or individual involved with the design, production, execution or distribution of our Games, nor an immediate family member or household member of any of the foregoing; and
  11. 2.3.11You are not included on any U.S. Government list of prohibited or restricted parties.

2.4 Our Website is only for Users who reside and are located in the Permitted Territory. Any jurisdiction outside of the States of California and New York is an Excluded Territory. You must not access or attempt to access the Services from an Excluded Territory, and you must not attempt to disguise your actual location while accessing the Website. All Users are solely responsible for ascertaining whether it is legal in their jurisdiction to use our Website.

2.5 You represent and warrant that all information you supply to Us is complete and accurate. Knowingly submitting incomplete or inaccurate information may result in immediate termination of your Account at Our sole discretion, to the extent legally permissible.

2.6 You participate in the Games strictly in your personal capacity, for recreational and entertainment purposes only.

2.7 If we determine that you do not meet these eligibility requirements, in addition to any legal or equitable rights we may have, we reserve the right, at our sole discretion, to terminate your Account and restrict your access to the Services.

3. Accounts, Website, and Content Access

3.1 In order to purchase Cards or play the Games with Cards offered through our Website, you must first open an Account. To open an Account, you must check the box to confirm that you have read and agreed to these Terms and Conditions.

3.2 When registering an Account, you must supply a valid email address. Cards you purchase will be delivered to the email address associated with your Account, and it is your responsibility to keep that email address accurate and up to date.

3.3 The name associated with your Account must match your legal name and identity. The name associated with your Account must also match the name on any credit card or other form of payment used to make purchases through your Account.

3.4 Users are only allowed to open and operate one Account. Opening, operating, attempting to open or attempting to operate multiple Accounts may lead to closure of all your Accounts.

3.5 Your Account is solely for your benefit. It is your responsibility to ensure that your Account details, including your login details, password and any payment information, are only accessible by you. You agree not to disclose your Account login details, password or payment information to any third party. You are solely responsible for all purchases made from your Account (whether or not these purchases were authorized by you), any use of your Account by third parties, and any activity linked to your Account. For greater certainty, we will not reimburse you for any unauthorized purchases made from your Account, including unauthorized purchases made by someone who is not an Eligible Participant. If you think that any information tied to your Account has been compromised, please notify us immediately.

3.6 You are not permitted to transfer Cards between Accounts, nor to sell, gift, or transfer your Account, your Collection, or any Cards displayed in your Collection to any other person. This restriction does not limit the personal-use license granted to you for downloaded Card Files under Section 10.

3.7 Closing your Account is possible by contacting us at [email protected] and requesting that your Account be closed. Closing your Account does not affect your license to use Card Files already delivered to you, as set out in Section 10.

3.8 If any purchase is subject to a chargeback request or payment reversal, or if we suspect that fraudulent activity is occurring on your Account, your Account may be immediately suspended and we may take the following steps: (i) close your Account; (ii) remove Cards from your Collection that correspond to the disputed purchase; or (iii) report the matter to governmental authorities or law enforcement.

3.9 If, for any reason, your purchase of Cards is subsequently declined, you must contact us immediately to resolve the matter. If you do not contact us, we may block your Account.

4. Changes to the Website and Content

4.1 We reserve the right to suspend, modify, remove or add Content (including its availability) to the Website at our sole discretion with immediate effect and without notice to you. We will not be liable to you for any loss suffered as a result of any changes made or for any modification to, or suspension, unavailability, or discontinuance of, the Content or Website (including any Card offering, Game, Promotion, daily bonus, or challenge thereon) and you will have no claims against us in such regard. For the avoidance of doubt, no change to, or discontinuance of, the Website affects your license to use Card Files already delivered to you under Section 10.

5. Purchases, Delivery, and Refund Policy

5.1 You may purchase Cards on the Website using a valid form of payment accepted by the Platform or its third-party payment processing provider(s). The payment method that you choose must lawfully belong to you and must be registered under the same first and last name used during registration of your Account. Purchases must not originate from a business or corporate account. Any transaction fees incurred by your purchase of Cards shall be your responsibility.

5.2 When you purchase a Card, the product you are purchasing is the Card File delivered to the email address associated with your Account, licensed to you under Section 10.2. The display of your Card in the Collection and the ability to use your Card in the Games are ancillary features of the Website provided at our discretion for as long as the Website operates; they are not part of the product purchased, and no portion of the purchase price is attributable to them. The purchase of a Card is the purchase of a license as described in Section 10 of this Agreement. It is not a deposit of funds and cannot be withdrawn, exchanged, or converted into money or any item of monetary value. Cards have no cash value and cannot be redeemed for cash, prizes, or any other consideration.

5.3 Each Card design may be offered for sale to, and purchased by, an unlimited number of customers. Your purchase of a Card does not grant you any exclusive right in the Card or its design, and We make no representation that any Card is unique, limited, scarce, or will hold or increase in value.

5.4 Following confirmation of your purchase, the purchased Card will (i) appear in the Collection associated with your Account, and (ii) be delivered as a Card File to the email address associated with your Account. Delivery is deemed complete when the email containing the Card File is sent to the email address associated with your Account. Our system records of the transmission of the Card File to the email address associated with your Account shall constitute conclusive evidence of delivery. You are responsible for ensuring that your email address is accurate, that your mailbox can receive our emails, and that our emails are not blocked or filtered.

5.5 If you do not receive the Card File within forty-eight (48) hours of a confirmed purchase, contact us at [email protected] and we will re-send the Card File to the email address associated with your Account at no additional charge. Re-delivery of the purchased Card File is your sole and exclusive remedy for non-delivery.

5.6 ALL SALES OF CARDS ARE FINAL. Because Cards are digital content delivered immediately upon purchase, we do not offer refunds, returns, or exchanges for any reason once a Card has been made available in your Collection or the Card File has been sent to your email address, except as required by applicable law. By completing a purchase, you expressly acknowledge and agree that delivery of the digital content begins immediately and that, to the extent permitted by applicable law, you waive any statutory right of withdrawal or cancellation once delivery has begun. Re-delivery under Section 5.5 is not a refund and does not create any right to a refund.

5.7 All prices are displayed on the Website at the time of purchase and may change at any time without notice. Price changes do not affect completed purchases. You are responsible for any applicable sales or use taxes arising from your purchases, which will be added at checkout where required

5.8 We reserve the right to declare any purchase or award of Cards void, at our sole discretion, if we conclude there has been, or may be, a human, system, technological or operational error on our Website, including a pricing error. If we void a purchase under this Section, we will refund the amount you paid for that purchase.

5.9 Each Card is displayed to you on the Website before you complete your purchase. By completing a purchase, you confirm that you have reviewed the Card as displayed and you acknowledge that the delivered Card File will materially correspond to that displayed Card. Claims that a Card differs from your expectations, preferences, or assumptions do not entitle you to a refund.

5.10 Card Files are delivered in a standard digital image format. You are responsible for ensuring that you have a device and software capable of receiving, opening and storing such files. Incompatibility of your device, software, or email service does not constitute non-delivery and is not grounds for a refund.

5.11 If you believe you have been charged in error, charged twice for the same purchase, or charged for a purchase you did not authorize, contact us at [email protected] within thirty (30) days of the charge. Verified duplicate or erroneous charges will be corrected or refunded to the original payment method.

5.12 You agree to contact us to resolve any billing dispute before initiating a chargeback or payment reversal. Initiating an unfounded chargeback for a Card that was delivered in accordance with this Section 5 is a material breach of this Agreement and may result in suspension or termination of your Account, revocation of the Card File License for the affected Card(s) under Section 10, and recovery from you of any chargeback fees and costs we incur.

6. Playing Our Games

6.1 The Games allow you to play card games against the computer (CPU) using the Cards in your Collection. The Games are provided solely for your personal entertainment.

6.2 The rules explaining how to play each Game using your Cards are displayed within the Game itself on the Website. By starting a Game, you agree to play in accordance with the rules displayed for that Game. In the event of any conflict between the in-game rules and this Agreement, this Agreement shall prevail.

6.3 The outcome of any Game does not result in the award of any prize, money, Card, credit, or item of value, and does not affect your ownership of, or license to, any Card.

6.4 You will not use any software-assisted methods or techniques (including but not limited to “bots” designed to play automatically) in connection with the Games. We reserve the right to invalidate any Game session in the event of such behavior.

6.5 We retain absolute discretion in the event of a discrepancy between the result showing on your device and our server software. Such discretion includes the authority to recognize the result showing on the server software as the official result.

7. Promotions

7.1 The Website may, from time to time, offer certain Promotions, and these Promotions may have separate terms, conditions and rules that are Promotion-specific. Where requirements are not specifically stipulated in Promotion-specific rules, this Agreement will apply.

7.2 The Website may, from time to time, provide you with exclusive offers (“Exclusive Offer(s)”) for your participation on our Website or for certain Promotions. Any Exclusive Offer communicated to you is solely for your benefit and shall only be used by you. You shall not disclose any information regarding an Exclusive Offer to any third party for an improper purpose, which may include, but not be limited to, fraud or misrepresentation.

7.3 If, in our reasonable opinion, we form the view that a User is abusing any Promotion to derive an advantage or gain for themselves or another User, including by way of fraudulent conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, discount or promotional benefit, or terminate or suspend the Account of such User.

8. Prohibited Activities

  1. 8.1You agree that you will not, under any circumstances:
  1. 8.1.1Access or attempt to access the Services from an Excluded Territory, or use any technology (including VPNs or proxies) to disguise your actual location;
  2. 8.1.2Open or attempt to open multiple Accounts, or allow any other person (including any minor) to access the Services through your Account;
  3. 8.1.3Exploit or reverse engineer any Card, Games or the Website for any purpose, including any commercial purpose;
  4. 8.1.4Use any unauthorized third-party software that intercepts or collects information from or through our Website;
  5. 8.1.5Violate any applicable law or regulation in connection with your use of our Website;
  6. 8.1.6Disrupt or assist in the disruption of: (i) any computer, device or server used to support our Website; or (ii) any other User's use of our Website;
  7. 8.1.7Interfere or attempt to interfere with the operation of the Website in any way through any means or device including, but not limited to, launching a denial of service attack, spamming, hacking, or uploading computer viruses;
  8. 8.1.8Reproduce, distribute, display, sell, or otherwise use any part of the Website or its Content except as expressly authorized by Us or by the license granted in Section 10;
  9. 8.1.9Sell, offer for sale, trade, or transfer Cards, Card Files, or your Account to any other person, or mint, tokenize, or register any Card or Card File as a non-fungible token (NFT) or other blockchain asset;
  10. 8.1.10Use any Card or Card File in a manner that is defamatory, obscene, unlawful, or that infringes or violates the rights of any other party; or
  11. 8.1.11Scrape, copy, aggregate, redistribute, alter, reproduce or re-use any other User's information accessible through the Website.

8.2 Participating in any groups, schemes, organizations, or agreements designed to share hacks, exploits, or identification documents for the purpose of misleading the Company as to a User's identity is strictly prohibited.

8.3 Any breach of this Section 8 is a serious violation of this Agreement and may result in the immediate suspension or termination of your Account, at our sole discretion, in addition to any other legal or equitable remedies available to Us.

9. Privacy Policy

9.1 We are committed to the protection of your privacy and personal data. Any use of your personal data will be done in accordance with our Privacy Policy, available at https://collectduel.com/privacy-policy.

9.2 If we partner with a third party whereby they carry out certain functions for Us (for example, payment processing or email delivery), we may be required to share your personal information with them. Your use of our Website and consent to this Agreement gives your consent for us to share the necessary information with such third-party partners, as described in our Privacy Policy.

10. License

10.1 Through this Agreement, we grant you a personal, limited, non-exclusive, revocable license to access and use our Website, the Games, your Collection, and the Content displayed on the Website, for your personal, non-commercial entertainment, for as long as the Website remains in operation (the "Platform License"). To the fullest extent permitted by applicable law, the Platform License is non-transferable and may not be rented, leased, lent, sold, redistributed, or sublicensed in any way. The Platform License terminates when your Account is closed or terminated, or when the Website is discontinued, whichever occurs first.

10.2 Upon completion of your purchase of a Card and delivery of the corresponding Card File, we grant you a perpetual, personal, non-exclusive, non-transferable, non-sublicensable license to download, store, display, print, and use that Card File for your personal, non-commercial use only (the “Card File License”). The Card File License survives the closure or termination of your Account and the discontinuance of the Website.

10.3 Your purchase of a Card is a purchase of the Card File License described in Section 10.2, and not a sale or assignment of the Card, its artwork, or any intellectual property rights. You acquire no right, title, ownership or property interest in or to any Card, Card File, artwork, design, or other Content, all of which remain the sole and exclusive property of Cardflow Digital Limited or its licensors. The same Card design may be licensed to an unlimited number of other customers.

10.4 Except as expressly permitted in this Section 10, you agree that you will not, and will not permit or authorize any third party to:

  1. 10.4.1sell, resell, rent, lease, lend, distribute, transfer, license, sublicense, or otherwise assign any Card, Card File, or any rights in any part of the Content or Services to any third party;
  2. 10.4.2use any Card or Card File for any commercial purpose, including merchandising, advertising, or resale in any form (physical or digital);
  3. 10.4.3copy or reproduce any Card or Card File other than as reasonably necessary for your personal use (for example, personal backups or a personal print);
  4. 10.4.4modify, adapt, or create derivative works of any Card, Card File, or the Services, except for personal, private, non-commercial modifications that are not distributed to any third party;
  5. 10.4.5publish or distribute any Card or Card File to the public, including by uploading it to file-sharing services, stock-image platforms, print-on-demand services, or blockchain or NFT marketplaces;
  6. 10.4.6misrepresent the source or ownership of any Card, Card File, or the Services;
  7. 10.4.7remove, delete, or alter any copyright, trademark, or other proprietary rights notices or markings appearing on any Card, Card File, or the Services;
  8. 10.4.8disassemble, decompile, reverse engineer, or attempt to derive the source code of the Services, in whole or in part, except to the extent such activities are expressly permitted by applicable law; or
  9. 10.4.9scrape, build databases from, or otherwise create permanent copies of any Content derived from the Services other than your delivered Card Files.
  10. 10.5Any use of the Content in violation of this Section 10 is a serious violation of this Agreement and may subject you to immediate termination of the Platform License and, in the case of a material breach relating to a Card File, revocation of the Card File License for the affected Card File(s), in addition to any other remedies available to Us at law or in equity.
  11. 10.6Each Card you purchase comes as a package: (i) the Card File delivered to your email address, licensed to you permanently under Section 10.2; and (ii) the display of the Card in your Collection and its use in the Games, available under the Platform License for as long as the Website remains in operation. If the Website, the Games, or the Collection feature is suspended, discontinued, or permanently shut down, your Card File License under Section 10.2 continues unaffected, and you retain the Card File delivered to you. You acknowledge and agree that such suspension, discontinuance, or shutdown does not constitute a failure to deliver your purchase and does not entitle you to any refund, credit, or compensation.

11. Dispute Resolution and an Agreement to Arbitrate on Individual Basis

PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER AGREEMENT (the “Arbitration Agreement”) CAREFULLY. THIS ARBITRATION AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION WHICH SETS FORTH HOW PAST, PENDING OR FUTURE DISPUTES BETWEEN YOU AND CARDFLOW DIGITAL LIMITED SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY AND FOR YOUR OWN LOSSES ONLY. UNDER THIS AGREEMENT, YOU MAY NOT PROCEED AS A CLASS REPRESENTATIVE, MEMBER OR PART OF ANY PROPOSED CLASS, COLLECTIVE ACTION OR MASS ARBITRATION, PRIVATE ATTORNEY GENERAL SUIT OR ANY REPRESENTATIVE PROCEEDING, OR OTHERWISE SEEK TO RECOVER ON BEHALF OF OTHERS OR FOR THE BENEFIT OF OTHERS IN ANY TYPE OF CLAIM OR ACTION. ARBITRATION MEANS YOU WILL NOT BE ABLE TO SEEK DAMAGES IN COURT OR PRESENT YOUR CASE TO A JURY.

11.1 Acceptance of Terms

By using, or otherwise accessing the Service, or clicking to accept or agree to the Terms and Conditions where that option is made available, you accept and agree to this Arbitration Agreement. If you do not agree to this Arbitration Agreement, then you may not access or use the Service or Website. All of your activity on the Website and all of your transactions with Cardflow Digital Limited, including all events which occurred before your acceptance of this Arbitration Agreement, are subject to this Arbitration Agreement.

11.2 Scope of Agreement to Arbitrate

You and Cardflow Digital Limited agree that any past, pending, or future dispute, claim or controversy arising out of or relating to any purchase or transaction by You, your access to or use of the Service, or to this Arbitration Agreement, the Terms of Use, Privacy Policy, or any other rules that you are required to accept in order to use this Website or the Service (including without limitation any dispute concerning the breach, enforcement, construction, validity, interpretation, enforceability, or arbitrability of this Agreement or the Terms of Use) (a “Dispute”), shall be determined by arbitration, including claims that arose before acceptance of any version of this Agreement, except that you and Cardflow Digital Limited are NOT required to arbitrate any Dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. In addition, in the event of any Dispute concerning or relating to this Agreement including the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims, you and Cardflow Digital Limited agree and delegate to the arbitrator the exclusive jurisdiction to rule on his or her own jurisdiction over the Dispute, including any objections with respect to the scope, validity, enforceability, or severability of this Agreement or its provisions, as well as the arbitrability of any claims or counterclaims presented as part of the Dispute.

11.3 Separate Agreement

The parties acknowledge that this Arbitration Agreement is a separate agreement between the parties governed by the Arbitration Act, Ontario, and that any alleged or determined invalidity or illegality of all or any part of the Terms of Use, the Service, the Website, or any other rules that you are required to accept in order to use this Website or the Service shall have no effect upon the validity and enforceability of this Arbitration Agreement.

11.4 Informal Dispute Resolution

Cardflow Digital Limited wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Cardflow Digital Limited, you agree to try to resolve the Dispute informally by contacting our Customer Support department via [email protected]. Similarly, if you have provided an email address to us as part of your Account registration, Cardflow Digital Limited agrees to do the same. If a dispute is not resolved within 30 days after the email noting the Dispute is sent, either party may pursue binding arbitration as the sole means to formally resolve claims, subject to the terms set forth below.

11.5 Initiating Arbitration

Following the conclusion of the initial dispute resolution process required by this Arbitration Agreement, you may seek arbitration of a Dispute in accordance with the provisions of this Arbitration Agreement. The arbitration shall be conducted by the Alternate Dispute Resolution (“ADR”) Chambers pursuant to its ADR Chambers Arbitration Rules (“ADR Rules”), except as modified by this Agreement. The ADR Rules are available on the ADR's website https://adrchambers.com, or by calling the ADR at 1-800-856-5154, or its then current telephone number as provided on its website, or by sending a written request to: The ADR Chambers, Don Valley Parkway and 401, 2001 Sheppard Avenue East, Suite 200, North York, ON M2J 4Z8. In the event the ADR is unavailable or unwilling to hear the dispute in accordance with this Arbitration Agreement, the parties shall agree to, or a court shall select, another arbitration provider.

By signing a demand for arbitration, a party certifies, to the best of their knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Provincial Rules of Civil Procedure or any applicable Ontario law for either party's violation of this requirement.

11.6 Location of Arbitration and Applicable Rules

You and Cardflow Digital Limited agree that:

  1. 11.6.1provided the Dispute involves solely individual claims for damages in accordance with the Agreement, the ADR will administer the arbitration under its ADR Rules in effect at the time arbitration is sought, available at https://adrchambers.com, and the arbitration shall be conducted via telephone or other remote electronic means. ADR will only include arbitrators from the ADR Chambers Arbitrators commercial specialty section in the parties' arbitrator selection; and the ADR will only include arbitrators who are practicing attorneys or retired judges who have at least ten years of substantive expertise in litigating and resolving complex business disputes, including motions to compel arbitration and litigation or adjudication regarding whether disputes are arbitrable;
  2. 11.6.2the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Cardflow Digital Limited may bring a claim as a part of a Collective Arbitration. Without limiting the generality of the Arbitration Agreement, and as an example only, a claim to resolve a Dispute against Cardflow Digital Limited will be deemed a Collective Arbitration if: (a) two (2) or more similar claims for arbitration are pending concurrently by or on behalf of one or more claimants; and (b) counsel for two or more claimants are the same, share fees, or coordinate in any way across the arbitrations;
  3. 11.6.3notwithstanding the terms of this Arbitration Agreement, to the extent a party attempts to assert any claims or seek relief on behalf of or for the use of other persons or a class under any theory, or in which injunctive relief is sought by a party that would significantly impact other Cardflow Digital Limited users or the operation of the Service or Website and its Content, the Commercial Arbitration Rules shall apply and, as appropriate, the Supplementary Rules for Class Action of the ADR may apply;
  4. 11.6.4the applicable ADR Rules will govern payment of all arbitration fees;
  5. 11.6.5except as otherwise may be required by the ADR Rules, the arbitration will be held in Toronto, Ontario;
  6. 11.6.6the arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit and that are not waivable under applicable law; however, any relief must be individualized to you and shall not affect any other persons; and
  7. 11.6.7except as and to the extent otherwise may be required by law, the arbitration proceeding, pleadings, and any award shall be confidential, except as may be necessary in connection with a court application for a preliminary remedy, or a judicial challenge to an award or its enforcement.

11.7 Option and Procedure to Opt Out of Arbitration

IF YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION AGREEMENT IN CONNECTION WITH YOUR USE OF OUR SERVICE, WEBSITE OR ITS CONTENT, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT OUT, THE ARBITRATION AGREEMENT WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

IF YOU DO NOT WISH TO AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, AND YOU HAVE NOT PREVIOUSLY AGREED TO AN ARBITRATION AGREEMENT IN CONNECTION WITH YOUR USE OF OUR SERVICE, WEBSITE OR ITS CONTENT, YOU MUST, WITHIN THIRTY (30) DAYS OF ENTERING THIS AGREEMENT, SEND WRITTEN NOTICE OF YOUR DECISION TO OPT OUT, INCLUDING YOUR FIRST NAME, LAST NAME AND A BRIEF STATEMENT INDICATING THAT YOU DECLINE TO BE BOUND BY THE ARBITRATION PROVISIONS FOUND IN THIS AGREEMENT, TO THE FOLLOWING ADDRESS:

Cardflow Digital Limited, Axiou 30, Akropoli, 2013, Nicosia, Cyprus

NOTICE SENT TO OPT OUT AFTER THE 30 DAY PERIOD SHALL NOT BE EFFECTIVE.

Whether to agree to arbitration is an important decision. It is your decision to make, and you are not required to rely solely on the information provided in these terms of use. You should take reasonable steps to conduct further research and to consult with counsel (at your expense) regarding the consequences of your decision.

11.8 Under no circumstances will any Participant be permitted to obtain awards for, and all Participants hereby waive all rights to claim, any punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than the Participant's actual out-of-pocket expenses, and each Participant further waives all rights to have damages multiplied or increased.

11.9 Class Action Waiver

Any arbitration shall be conducted in the individual capacities of the parties only. No class action or other representative action will be undertaken. The parties expressly waive their right to file any class action or seek relief on a class basis. By accepting this Arbitration Agreement and the Terms of Use, you give up your right to participate in any past, pending or future class action or any other consolidated or representative proceeding, including any existing as of the date you agreed to this Agreement. You also expressly waive and release, to the fullest extent available at law, any claim purported to be asserted by any other person on your behalf or for your use or benefit.

12. WAIVER OF JURY TRIAL

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SERVICE, WEBSITE, AND ITS CONTENTS OR ANY TRANSACTIONS BETWEEN THE PARTIES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

12.1 Exceptions to Agreement to Arbitrate for Temporary Relief. Notwithstanding the other provisions of Section 11 (Dispute Resolution and Agreement to Arbitrate on an Individual Basis), either you or we may bring an action in a court as authorized by Section 13 for temporary injunctive relief until an arbitrator has been empaneled and can determine whether to continue, terminate or modify such relief.

13. Jurisdiction and Applicable Law

13.1 All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, or the rights and obligations of Users, are governed by, and construed in accordance with, the laws of Ontario, Canada, without giving effect to any choice of law or conflict of law rules.

14. Intellectual Property Rights

14.1 All Content available on the Website, including all Cards, Card Files, and card artwork, is the sole and exclusive property of Cardflow Digital Limited. Any applicable third-party content is duly licensed to Cardflow Digital Limited. Cardflow Digital Limited owns the sole title, ownership and legal interest in the trademarks, trade names, logos, patents, patent applications, web domains related to the Content, inventive steps and ideas, trade secrets, and copyrights, whether registered or not, in all jurisdictions where the Content is available to Users.

14.2 We expect that all of our Users, affiliates and third parties will respect our intellectual property rights.

14.3 All Content used by us in delivering our Website to you, including, but not limited to, the software, images, graphics, photographs, animations, videos, music, audio and text, is owned by us or our licensors.

14.4 Except for the licenses expressly granted in Section 10, your use of our Website and your purchase of Cards do not grant you any rights in our copyright materials, and you do not have permission to use any of our copyright materials without our express written permission.

14.5 If you believe that any Content on the Website infringes your copyright, please send a written notice to [email protected] containing: (i) identification of the copyrighted work claimed to be infringed; (ii) identification of the allegedly infringing material and its location on the Website; (iii) your name, address, telephone number, and email address; (iv) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (v) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf; and (vi) your physical or electronic signature.

15. Third Party Materials and User Experience

15.1 Our Website or its Content may enable or require access to third-party materials, services or websites (“Third Party Materials”), including, but not limited to, payment processors, email service providers, and social media platforms such as Facebook, X (Twitter), Reddit or Instagram.

15.2 By using our Website, you agree to all applicable Third Party Materials terms, which may include terms and conditions and privacy policies set out by such third parties.

15.3 Under no circumstances are we responsible for (i) any issues you have with Third Party Materials, or (ii) any actions you take on third-party websites.

15.4 From time to time, third-party websites may make available complimentary or promotional digital products in connection with their own offerings. Any such products or items are offered, provided, and supported solely by the relevant third party under its own terms, and We are not responsible or liable for such third-party websites or their products.

16. Indemnification

  1. 16.1You agree to indemnify, defend and hold harmless Us and Our affiliates, and Our respective officers, directors, owners, shareholders, agents, employees, contractors, suppliers, advertisers, promoters, partners and their agents, information providers and licensors (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any claims, liability, losses, costs and expenses incurred by an Indemnified Party in connection with: Any breach of this Agreement by you; Your use of our Website or the Card Files; Any purchases made through your Account; and Any decision made by you to close your Account.

17. Limitation of Liability

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE OR OUR AFFILIATES, OR OUR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO YOUR USE OF THE WEBSITE OR ANY OTHER ACT OR OMISSION BY US.

17.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, AND OUR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS OR SUPPLIERS, BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID US IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID US ANY AMOUNTS IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE WEBSITE AND ITS CONTENT AND TO CLOSE YOUR ACCOUNT.

17.3 WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO USE OUR WEBSITE BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE BACK-UP NETWORKS AND/OR SYSTEMS.

17.4 NOTHING IN THIS AGREEMENT WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY WE MAY HAVE IN RESPECT OF FRAUD, OR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.

17.5 IF ANY PART OF THIS AGREEMENT IS DEEMED UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PART SHALL BE DEEMED SEVERABLE FROM THE REST OF THE AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS.

17.6 WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY PRODUCTS, ITEMS, OFFERS, OR CONTENT (INCLUDING ANY COMPLIMENTARY OR PROMOTIONAL PRODUCTS) MADE AVAILABLE BY ANY THIRD PARTY OR THIRD-PARTY WEBSITE, OR FOR ANY LOSS OR DAMAGE ARISING FROM YOUR ACCESS TO OR USE OF ANY THIRD-PARTY WEBSITE OR THIRD PARTY MATERIALS.

17.7 SECTIONS 10, 11, 12, 13, 14, 16 AND 17 SURVIVE THE TERMINATION OF THESE TERMS AND CONDITIONS FOR ANY REASON.

18. General

18.1 We may amend, alter, delete, or add to this Agreement at any time without notice to you. Any changes made to this Agreement shall take effect immediately upon their publishing to the Website and your continued access or use of the Website. You can check the “Date Published” date at the top of these Terms and Conditions to determine the date of the last revision. Changes to this Agreement do not retroactively alter the Card File License applicable to Card Files already delivered to you.

18.2 You agree to review this Agreement regularly to stay current with any changes that have been made.

18.3 By creating an Account, you consent to receive communications from us electronically, including by email to the address associated with your Account, and you agree that all agreements, notices, disclosures, and deliveries (including delivery of Card Files) that we provide to you electronically satisfy any legal requirement that such communications be in writing.

18.4 Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision.

18.5 You may not assign or transfer this Agreement or any of your rights or obligations under it without our prior written consent. We may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

18.6 This Agreement, together with the Documentation, constitutes the entire agreement between you and Cardflow Digital Limited regarding your use of the Website and supersedes all prior agreements and understandings.

18.7 Questions about this Agreement may be directed to [email protected], or by mail to Cardflow Digital Limited, Axiou 30, Akropoli, 2013, Nicosia, Cyprus.