The entity you are contracting with is; Ludex LLC, 223 West Erie St., Suite 6E, Chicago, IL 60654. In this User Agreement, this entity is referred to as “Ludex,” “We,” or “Us”.
Please be advised that this User Agreement contains provisions that govern how claims against each other are resolved (see “Disclaimer of Warranties; Limitation of Liability” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt-out of the Agreement to Arbitrate (see Legal Disputes, Section B (“Agreement to Arbitrate”)). If you do not opt-out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
The Ludex Platform (the “Services”) is the software developed that allows the user to scan, Identify, and upload digital images of trading cards onto a third-party Marketplace. The digital images of the cards in question are to be used to aid in the user in the buying, selling, trading, or other forms of collecting of the physical cards from which they are created. The actual contract for sale or trade is directly between the seller and buyer and Ludex is not a party to the transaction.
By using Ludex, its software, app, platform, or website, related sites and pages (hereafter referred to as Ludex), the user agrees to abide by the following terms. Subject to the terms and conditions of this Agreement and in consideration of the User’s obligation to pay monetary subscription fees as agreed to by the parties, Ludex hereby grants, and User hereby accepts, limited use of the software for the specific purposes outlined in this agreement. that Ludex shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates, and corrections to the Software. User will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of security for the
protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents in such a way that another party could copy, alter, update, or create derivatives of the Intellectual
Property of Ludex.
Ludex is a subscription-based platform. We offer two auto-renewing subscriptions a monthly and a yearly option. By subscribing to this service, the user will continue to have access to their portfolio as well as the collectible card database that Ludex has cultivated and continues to update on a weekly basis. A users subscription to Ludex will continue to automatically renew at the end of each period unless turned off at least 24 hours before the period ends. If any questions arises on how to cancel your subscription please contact our support center at Support@ludex.com.
We collect the content and other information you provide when you use our Products, including when you sign up for an account, utilize the Services, and scan and upload images. This can include information about the content provided (i.e. metadata), such as the location of a photo or the date a file was created. It can also include what is seen through features we provide, such as our scanner, so we can make suggestions or give tips.
When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Ludex, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Services.
You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. Ludex takes no responsibility and assumes no liability for any content provided by you or any third party.
The name “Ludex” and other Ludex marks, logos, designs, icons, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Ludex in the U.S. and other countries. They may not be used without the express written prior permission of Ludex.
Other trademarks, graphics, and logos may appear on Ludex, but are not be owned by Ludex, including but not limited to graphics and logos for:
- Upper Deck
- Magic: The Gathering
These materials are the property of their respective owners who may or may not be connected to or affiliated directly with Ludex.
Authorization to Contact You; Recording Calls; Analyzing Message Content
Ludex collects your data for various purposes and based on several different legal bases that allow this
Ludex may contact you using autodialed calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) poll your opinions through surveys or questionnaires; or (iv) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Ludex may also contact you using autodialed calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our User Privacy Notice. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. You may also opt-out of a specific text marketing campaign by replying “STOP” to such marketing text message.
Ludex may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Ludex or its agents for quality control and training purposes, or for its own protection.
Privacy of Others; Marketing
We may disclose your personal information to a third party for a business purpose. When We disclose If Ludex provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them, and only using Ludex Services.
Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Additionally, Ludex tries to be as accurate as possible in all aspects of card pricing and identification. However, Ludex does not guarantee that all cards in our database are identified correctly, or the accuracy of our listed prices is current or error-free. Each user utilizes the information provided by Ludex at their own risk and that information should never act as a substitute for the user’s own knowledge and decision making on the price or identification of the collectible items.
Finally, to the extent permitted by applicable law, in no event will Ludex (including our parent, subsidiaries, affiliates, and our officers nor our subsidiaries directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Ludex was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
- the content you provide (directly or indirectly) using our Services
- your use of or your inability to use our Services
- pricing, shipping, format, or other guidance provided by Ludex
- delays or disruptions in our Services
- viruses or other malicious software obtained by accessing or linking to our Services
- glitches, bugs, errors, or inaccuracies of any kind in our Services
- damage to your hardware device from the use of any Ludex Service
- a suspension or other action taken with respect to your account or breach of the Abusing Ludex Section above
- the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above
- your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies
Our Service does not address anyone under the age of 18. We do not knowingly collect personally You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.
You and Ludex agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Ludex (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Ludex or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Ludex, except as otherwise stated in this User Agreement.
Agreement to Arbitrate
Any and all disputes or claims that have arisen, or may arise, between you and Ludex (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Ludex or its agents, or services our Services shall be resolved exclusively through final and binding arbitration, rather than in court.
Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act (“FAA”), and to the extent consistent with the FAA, the laws of the State of Illinois, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND LUDEX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND LUDEX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Ludex’s right to appeal the court’s decision. All other claims will be arbitrated.
An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except those issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules and the AAA’s Commercial Arbitration Rules, and the AAA’s International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA’s rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.
A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute (“Notice”). The Notice to Ludex must be sent to Ludex LLC., Attn: Litigation Department, Re: Notice of Dispute, 223 W Erie St. Suite 6E, Chicago, IL 60654. Ludex will send any Notice to you to the physical address we have on file associated with your Ludex account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.
If you and Ludex are unable to resolve the claims described in a valid Notice within 30 days after Ludex receives that Notice, you or Ludex may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. In the event Ludex initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Ludex account. Any settlement offer made by you or Ludex shall not be disclosed to the arbitrator. In cases where an in-person hearing is held, you and/or Ludex may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.
Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Ludex for all fees associated with the arbitration paid by Ludex on your behalf that you otherwise would be obligated to pay under the AAA’s rules.
With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO LUDEX INC., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 223 W Erie St. Suite 6E, Chicago, IL 60654.
You must complete and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state, and zip code), and the user ID(s) and email address(es) associated with the Ludex Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
Future Amendments to the Agreement to Arbitrate
To exercise your rights to know or delete described above, please submit a request contacting us via the Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Ludex prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Ludex. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Ludex.com at least 30 days before the effective date of the amendments and by providing notice through the Ludex Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.
Judicial Forum for Legal Disputes
All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Chicago, IL. You and Ludex agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims, disputes, or matters.
Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.Ludex.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
We may amend this User Agreement at any time by posting the amended terms on www.Ludex.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We will provide you 30 days’ notice by posting the amended terms. Additionally, we will notify you through the Ludex Message Center and/or by email. Your continued access or use of our Services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an Ludex representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.
Without limiting Ludex’s ability to refuse, modify, or terminate all or part of our Services, Ludex may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.
The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Ludex Service.
If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.
The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Ludex, supersede all prior understandings and agreements of the parties.
The following Sections survive any termination of this User Agreement: Fees, Content, Holds and Restricted Funds, Managed Payments, Additional Terms, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, and General.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.