Terms of Use

1. Introduction and Acceptance

These Terms of Use (these "Terms"), together with our Privacy Policy (available at https://www.binddex.com/privacy), form a binding agreement between you and Binddex LLC, a Missouri limited liability company ("Binddex," "we," "our," or "us"). These Terms govern your access to and use of the Binddex website located at https://www.binddex.com, the Binddex mobile applications, and any related tools, features, software, content, and services we provide (collectively, the "Services").

By creating an account, downloading our app, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN: (1) DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SECTIONS 17 AND 18); AND (2) A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 20) THAT, UNLESS YOU OPT OUT, REQUIRES YOU TO RESOLVE DISPUTES WITH BINDDEX THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

If additional terms apply to specific features of the Services (for example, a promotion, beta feature, API program, or marketplace feature), those additional terms are incorporated into these Terms when you use those features. If additional terms conflict with these Terms, the additional terms control for that feature.

2. About Binddex

Binddex is a collection management platform for trading cards and other collectibles, including sports cards and trading card games such as Pokémon TCG. The Services may allow you to:

• Catalog, organize, and track your collection;
• Scan or photograph cards to identify them and add them to your collection;
• View pricing information, market data, valuation estimates, and portfolio analytics;
• Share collections and interact with other collectors through social features;
• Access links to third-party marketplaces, including affiliate links; and
• In the future, buy, sell, or trade cards with other users through marketplace features.

Binddex is an informational and organizational tool. Except where we expressly state otherwise for a specific feature, Binddex is not a party to any purchase, sale, or trade of physical cards, is not an auction house, broker, dealer, grader, authenticator, or escrow service, and does not take custody of your cards.

3. Eligibility

You must be at least 13 years old to create an account or use the Services. You must be at least 18 years old (or the age of majority in your jurisdiction) to make purchases through the Services, subscribe to a paid plan, or use any marketplace features to buy, sell, or trade with other users.

By using the Services, you represent and warrant that: (a) you meet the applicable age requirements above; (b) you have not previously been suspended or removed from the Services; (c) your use of the Services complies with all applicable laws and regulations; and (d) if you are using the Services on behalf of a business or other entity, you have authority to bind that entity to these Terms, in which case "you" refers to that entity.

We do not knowingly collect personal information from children under 13. If you are a parent or guardian and believe your child under 13 has provided us with personal information, contact us at support@binddex.com and we will take steps to remove it.

4. Your Account

You may need an account to use some or all of the Services. When you register, you agree to provide accurate, current, and complete information and to keep it updated. You may not create an account for someone else without their permission, impersonate any person or entity, or create multiple accounts to evade restrictions or obscure your identity.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including activity by anyone you allow to access your account or a device on which you remain logged in. Notify us immediately at support@binddex.com if you learn of any unauthorized use of your account.

We reserve the right to reclaim or change usernames that infringe third-party rights, impersonate others, or are otherwise inappropriate.

5. License to Use the Services; Restrictions

Subject to your compliance with these Terms, Binddex grants you a limited, personal, non-commercial (except as expressly permitted, such as selling your own cards through marketplace features when available), non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services, including any software or mobile application we make available, solely for your own use as permitted by these Terms.

Binddex and its licensors retain all right, title, and interest in and to the Services, including all software, source code, databases, card catalog data, pricing data, valuation models, algorithms, designs, text, graphics, and other content we provide (collectively, "Binddex Content"), and all intellectual property rights therein. Except for the limited license above, nothing in these Terms grants you any rights in the Services or Binddex Content.

You agree that you will not, and will not permit or assist any third party to:

• Copy, reproduce, distribute, sell, resell, rent, lease, publicly display, or publicly perform any part of the Services or Binddex Content, or exploit them for any commercial purpose not expressly permitted;
• Scrape, crawl, spider, harvest, data mine, or use any automated means (including bots, scripts, or browser extensions) to access the Services or collect any content or data from them, including pricing data and card catalog data;
• Systematically download or store Binddex Content, or use the Services or any data obtained from them to populate a database or to build, train, improve, or support any product or service that competes with Binddex;
• Reverse engineer, decompile, disassemble, modify, or create derivative works of any part of the Services, except to the extent such restriction is prohibited by law;
• Circumvent, disable, or interfere with any security or access control features, usage limits, or technical measures of the Services;
• Frame or mirror any part of the Services without our prior written consent;
• Remove, obscure, or alter any copyright, trademark, or other proprietary notices; or
• Access the Services by any means other than the interfaces we provide.

Certain software may update automatically on your device when a new version or feature is available, and you consent to such automatic updates. Software components licensed to us by third parties are owned by their licensors, and those licensors are intended third-party beneficiaries of the applicable provisions of these Terms.

6. Subscriptions, Payments, and Free Features

Free and premium tiers. Binddex offers a free tier and a paid premium subscription ("Binddex Premium" or such other name as we may use). Features included in each tier, and any usage limits (such as scan limits), are described in the app or on our website and may change over time.

Auto-renewal. Premium subscriptions are offered on a recurring basis (for example, monthly or annual). Annual plans may be offered as a prepaid plan at a discount to the monthly rate. Unless you cancel before the end of the current billing period, your subscription automatically renews at the then-current rate for the same period, and the payment method on file will be charged. Prepaid annual plans renew for successive annual terms unless canceled before renewal.

App store billing. If you purchase a subscription through the Apple App Store or Google Play, billing, renewal, cancellation, and refunds are handled by the applicable app store under its terms, and you must manage or cancel your subscription through your app store account settings. Binddex does not collect or store your payment card information for app store purchases. If you purchase directly through our website, payments are processed by our third-party payment processor, and you authorize us and our processor to charge your payment method for initial and recurring fees, plus applicable taxes, until you cancel.

Cancellation and refunds. You may cancel at any time; cancellation takes effect at the end of the current billing period, and you retain access to premium features until then. Except where required by law or by the applicable app store's policies, payments are non-refundable and we do not provide refunds or credits for partial periods, downgrades, or unused features.

Price changes. We may change subscription prices from time to time. Price changes apply prospectively at your next renewal, and we will provide reasonable advance notice of any price increase as required by law or app store policy. If you do not agree to a price change, cancel before it takes effect.

Free trials and promotions. We may offer free trials or promotional pricing. Unless you cancel before the trial ends, your subscription begins and your payment method is charged when the trial period expires. Trials and promotions are subject to any additional terms we present, may be limited to one per user, and may be modified or withdrawn at any time.

Failure to pay. If we cannot charge your payment method, we may suspend or terminate your subscription or downgrade you to the free tier.

7. Affiliate Links and Advertising

The Services include links to third-party marketplaces and retailers, some of which are affiliate links. If you click an affiliate link and make a purchase, Binddex may earn a commission at no additional cost to you. Affiliate relationships include, but are not limited to, the eBay Partner Network and other marketplace affiliate programs. Affiliate relationships do not influence the pricing data we display, but you should assume that outbound marketplace links may be monetized.

The Services do not currently display third-party advertising, but we may introduce advertising, promotions, or sponsored content in the future, and you agree that we may place such content on or in connection with the Services. Any material changes to how advertising affects your data will be reflected in our Privacy Policy.

Your dealings with any third-party marketplace, retailer, or advertiser, including payment, delivery, and any other terms, are solely between you and that third party. Binddex is not responsible for any loss or damage arising from those dealings.

8. Card Scanning Feature

By using Binddex's scanning features, you authorize the app to access your device's camera and photo library, as applicable, to capture or upload images of cards for identification and collection management. Images may be transmitted to and temporarily stored on our servers (or those of our service providers) for processing.

You are responsible for the quality of the images you scan. Card identification is automated and probabilistic: we do not guarantee that any card will be identified correctly, including its set, variant, parallel, print run, condition, or grade. You should independently verify identification before relying on it for any purchase, sale, trade, insurance, or other decision.

You may not use scanning features to infringe any third party's intellectual property rights, including by reproducing or distributing copyrighted images beyond what the Services are designed to do. We do not sell your scanned images to third parties, except as needed to provide the Services or as required by law, as described in our Privacy Policy.

9. Pricing Data; No Investment Advice

Informational purposes only. All pricing data, valuation estimates, comparable sales, market trends, portfolio values, indexes, and analytics available through the Services (collectively, "Pricing Content") are provided for general informational purposes only. Pricing Content is derived from third-party sources and our own models, may be incomplete, delayed, or inaccurate, reflects a single point in time, and is subject to change without notice. We do not independently review or verify the condition, authenticity, or grading of any item reflected in Pricing Content.

No professional advice. Binddex does not provide investment, financial, tax, legal, appraisal, or other professional advice. Pricing Content is general in nature and does not address your particular circumstances or any particular item. Binddex is not a fiduciary, investment adviser, or broker-dealer by virtue of your use of the Services. Before making any financial decision, including buying, selling, holding, grading, or insuring collectibles, you should do your own research and consult your own advisors.

Market risk. Collectibles are speculative and illiquid. Their value can decline significantly or go to zero. Past prices and past performance are not a guarantee of future value. You alone are responsible for evaluating the merits and risks of any decision you make using the Services, and you agree not to hold Binddex liable for any claim arising from a decision you made based on Pricing Content or other information available through the Services.

10. Your Content

Ownership. The Services allow you to submit, upload, post, and share content, including collection data, card images and scans, photos, profile information, text, comments, and other materials (collectively, "Your Content"). You retain all ownership rights you hold in Your Content.

License to Binddex. By submitting Your Content, you grant Binddex and its affiliates and service providers a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, host, store, reproduce, modify, adapt, create derivative works of (for example, reformatting or processing so Your Content works with the Services), communicate, publish, publicly display, publicly perform, and distribute Your Content for the limited purposes of operating, providing, promoting, improving, and developing the Services. This license continues while Your Content remains on the Services and terminates when Your Content is deleted from our systems, except that (a) the license continues for content other users have shared or re-used through the Services before deletion, (b) deleted content may persist in backup or archival copies for a reasonable period, and (c) we may retain and use Your Content as needed to comply with law, resolve disputes, and enforce our agreements.

Aggregated data. You agree that we may collect, create, and use data derived from your use of the Services, including collection statistics and scan data, in aggregated, anonymized, or de-identified form that does not identify you, for any lawful purpose, including improving our card catalog, pricing models, and Services and developing new products.

Public display. Depending on your settings, your profile, collections, posts, and social activity may be visible to other users. You control visibility through your account settings where the feature allows. Once you share content publicly or with other users, we cannot control their further use of it.

Your representations. You represent and warrant that you own or have all rights necessary to submit Your Content and grant the license above, and that Your Content is accurate and does not infringe or violate any third party's rights or any law. You, not Binddex, are solely responsible for Your Content. We have no obligation to monitor, review, or store Your Content, and we take no responsibility for it, but we may remove or refuse to display any of Your Content at any time in our sole discretion, including for violation of these Terms.

Feedback. If you submit feedback, suggestions, or ideas about the Services, you grant us the right to use them without restriction or obligation to you.

11. Acceptable Use

You agree that you will not use the Services to:

• Violate any applicable law or regulation, or any third party's rights, including intellectual property, privacy, and publicity rights;
• List, promote, or facilitate the sale of counterfeit, altered, trimmed, recolored, or otherwise fraudulent or misrepresented cards or collectibles, or engage in any deceptive practice, including shill bidding or price manipulation;
• Post content that is unlawful, defamatory, obscene, pornographic, hateful, harassing, threatening, violent, or otherwise objectionable, as determined by Binddex in its sole discretion;
• Harass, bully, stalk, or attempt to harm any person, including minors;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Send spam, chain letters, pyramid schemes, or other unsolicited commercial messages, or solicit other users' login credentials, payment information, or other sensitive information;
• Upload viruses, malware, or other harmful code, or interfere with or disrupt the operation, security, or integrity of the Services or the servers and networks that support them;
• Buy, sell, transfer, or solicit accounts, usernames, or user data;
• Misuse any reporting, dispute, or support channel, including by making fraudulent reports; or
• Encourage or assist anyone else to do any of the above.

We may investigate suspected violations, remove content, restrict features, and suspend or terminate accounts, and we may cooperate with law enforcement and comply with legal process, including by disclosing information about users as described in our Privacy Policy.

12. Social and Community Features

The Services may include profiles, sharing, following, messaging, comments, and other interactive features. You use these features at your own risk. We do not vet users and are not responsible for any user's conduct, on or off the Services. Exercise caution before sharing personal information with, meeting, or transacting with anyone you encounter through the Services. We may, but are not obligated to, monitor communications made through the Services for safety, support, fraud prevention, and product improvement purposes, as described in our Privacy Policy.

13. Marketplace Features

Binddex may introduce features that allow users to buy, sell, or trade cards with each other. If and when marketplace features launch, additional marketplace terms will apply and will be presented to you before you use those features. Unless we expressly state otherwise in those terms:

• Any contract for the purchase, sale, or trade of a card formed through the Services is solely between the buyer and the seller. Binddex is not a party to the transaction, does not take title or custody of items, and does not guarantee the identity of any user or the existence, quality, condition, authenticity, grading, safety, or legality of any item;
• Sellers are solely responsible for their listings, including accuracy, lawful ownership of items, fulfillment, and shipping, and for all taxes and fees associated with their sales, except taxes we are legally required to collect and remit;
• Payment processing will be provided by a third-party payment processor, and your use of payment features will be subject to that processor's terms;
• Users must be 18 or older to use marketplace features; and
• Trades and in-person transactions carry inherent risk of fraud. You engage in them at your own risk.

14. Third-Party Content, Trademarks, and App Stores

Third-party IP. The Services display card images, product names, logos, team names, player names, set names, and other content and trademarks belonging to third parties, including, without limitation, The Pokémon Company International, Nintendo, Topps, Panini, Fanatics, Upper Deck, Leaf, Wizards of the Coast, Konami, and professional sports leagues and players associations (collectively, "Third-Party Content"). Binddex is not affiliated with, endorsed by, or sponsored by any of these parties. Third-Party Content is the property of its respective owners and is used for identification and informational purposes. All other trademarks appearing on the Services are the property of their respective owners.

Third-party links and services. The Services link to third-party websites, marketplaces, graders, and services. We do not control and are not responsible for third-party sites or services, their content, or their terms and privacy practices. Your use of them is at your own risk and subject to their terms.

Binddex marks. "Binddex" and our logos and product names are trademarks of Binddex LLC and may not be used without our prior written permission.

App store terms. Your use of our mobile app is also subject to the applicable app store's terms (Apple App Store or Google Play). This agreement is between you and Binddex only, not with Apple Inc. or Google LLC. Apple and Google have no obligation to provide maintenance or support for the app and no warranty obligation with respect to the app; any warranty claims, product liability claims, claims of non-conformance with legal or regulatory requirements, consumer protection claims, and third-party IP infringement claims relating to the app are Binddex's responsibility, not Apple's or Google's, to the extent required by their terms. You represent that you are not located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country, and that you are not on any U.S. Government list of prohibited or restricted parties. Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms with respect to your use of the app obtained from their stores and may enforce these Terms against you as such.

15. Copyright Complaints (DMCA)

We respect intellectual property rights and expect users to do the same. If you believe content on the Services infringes your copyright, send a notification under the Digital Millennium Copyright Act to our Designated Agent with the following (see 17 U.S.C. § 512(c)(3)):

1. Identification of the copyrighted work claimed to be infringed;

2. Identification of the allegedly infringing material and its location on the Services, with enough detail for us to find it;

3. Your name, address, telephone number, and email address;

4. A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;

5. A statement, 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

6. Your physical or electronic signature.

Designated Agent:

Binddex LLC

Attention: Copyright Agent

Email: support@binddex.com

We may forward your notice to the user who posted the material. If your content was removed and you believe it was a mistake or misidentification, you may submit a counter-notification to the Designated Agent containing the elements required by 17 U.S.C. § 512(g)(3), including your consent to the jurisdiction of the U.S. District Court for the Eastern District of Missouri. If the original complaining party does not notify us within ten (10) business days that it has filed an action seeking a court order against the user, we may restore the removed material. We will terminate repeat infringers in appropriate circumstances and reserve the right to suspend or terminate any user for actual or apparent infringement. For infringement of intellectual property rights other than copyright, email support@binddex.com.

16. Changes to the Services; Termination

We are constantly improving the Services and may add, change, limit, or remove features and functionality, impose or modify usage limits, or suspend or discontinue any part of the Services at any time, with or without notice.

You may stop using the Services and delete your account at any time through your account settings or by contacting us at support@binddex.com. To request deletion of your personal data, follow the process in our Privacy Policy. Deletion of your account is irreversible and may result in the loss of your collection data; we recommend exporting your data first where export features are available. Deleted content may persist in backups for a reasonable period and may be retained as required by law, to resolve disputes, or to enforce our agreements.

We may suspend or terminate your account or your access to any or all of the Services at any time, with or without notice, including if we believe you have violated these Terms, created risk or legal exposure for Binddex or other users, or for any other reason in our discretion. Upon termination, your license to use the Services ends immediately. We are not liable to you or any third party for any termination, and we have no obligation to provide your data to you after termination except as required by law. Amounts owed at termination remain due, and no refunds are owed except as required by law or app store policy.

Sections 5 (license restrictions), 9, 10, 14, and 16 through 22, and any other provisions that by their nature should survive, survive termination of these Terms.

17. Disclaimer of Warranties

WE TRY TO KEEP THE SERVICES SAFE, SECURE, AND FUNCTIONING PROPERLY, BUT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ALL BINDDEX CONTENT, ALL PRICING CONTENT, AND ALL THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY CARD WILL BE IDENTIFIED CORRECTLY BY OUR SCANNING OR CATALOG FEATURES; (C) ANY PRICING CONTENT, VALUATION, OR ANALYTICS WILL BE ACCURATE, CURRENT, COMPLETE, OR RELIABLE; OR (D) THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU USE THE SERVICES, AND RELY ON ANY INFORMATION OBTAINED THROUGH THEM, AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BINDDEX AND ITS MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "BINDDEX PARTIES") WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, GOODWILL, OR INTANGIBLE LOSSES (INCLUDING LOSS OF ACTUAL OR PERCEIVED VALUE OF ANY COLLECTIBLE), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO: (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (B) ANY PRICING CONTENT, CARD IDENTIFICATION, OR OTHER INFORMATION OBTAINED THROUGH THE SERVICES, OR ANY DECISION YOU MAKE IN RELIANCE ON THEM; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR OTHER USER, INCLUDING ANY TRANSACTION BETWEEN USERS; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR DATA; OR (E) ANY SUSPENSION, MODIFICATION, OR TERMINATION OF THE SERVICES OR YOUR ACCOUNT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE BINDDEX PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID BINDDEX FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE BINDDEX PARTIES WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF GOD, NATURAL DISASTERS, WAR, TERRORISM, CIVIL UNREST, LABOR DISPUTES, GOVERNMENT ACTION, PUBLIC HEALTH EMERGENCIES, UTILITY OR TELECOMMUNICATIONS FAILURES, OR THIRD-PARTY SERVICE OUTAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless the Binddex Parties from and against all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach or alleged breach of these Terms; (b) Your Content; (c) your use or misuse of the Services; (d) any transaction between you and another user or any third party; or (e) your violation of any law or the rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any such claim in a manner that affects the Binddex Parties without our prior written consent. This indemnity does not apply to claims finally determined by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS.

a. Scope. You and Binddex agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Services, or your relationship with Binddex, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after your use of the Services (each, a "Dispute"), will be resolved exclusively through binding individual arbitration or in small claims court as set forth below, rather than in court. This Section does not apply to: (i) individual actions in small claims court that qualify for that court's jurisdiction and proceed on an individual basis; or (ii) an action by either party for injunctive or other equitable relief to enjoin infringement or misuse of intellectual property rights.

b. Informal resolution first. Before starting an arbitration, the party asserting the Dispute must first send the other a written Notice of Dispute ("Notice") describing the nature and basis of the claim and the specific relief sought, and the parties must attempt in good faith to resolve the Dispute informally for at least sixty (60) days after the Notice is received. Notices to Binddex must be sent by email to support@binddex.com with the subject line "Notice of Dispute" and must include your name, the email address associated with your account, and your signature. We will send any Notice to the email address associated with your account. Completion of this informal resolution process is a condition precedent to initiating arbitration.

c. Arbitration procedures. If the Dispute is not resolved informally, it will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (or its Commercial Arbitration Rules, as applicable), as modified by this Section. The AAA rules are available at www.adr.org. The Federal Arbitration Act governs the interpretation and enforcement of this Section. A single arbitrator will decide the Dispute. The arbitrator has exclusive authority to resolve all Disputes, except that a court of competent jurisdiction will decide issues relating to the scope, enforceability, and interpretation of the class action waiver in subsection (e). Arbitration may be conducted by written submissions, by telephone or videoconference, or, if an in-person hearing is required, in the county where you reside or another mutually agreed location. The arbitrator will issue a reasoned written decision and may award the same individual relief that a court could award, including injunctive or declaratory relief in favor of the individual party seeking relief, but only to the extent necessary to resolve that party's individual claim.

d. Fees. Payment of AAA filing, administrative, and arbitrator fees will be governed by the AAA rules. For claims seeking less than $10,000, Binddex will pay AAA filing, administrative, and arbitrator fees, unless the arbitrator finds that the claim was frivolous or brought for an improper purpose (as measured by Federal Rule of Civil Procedure 11(b)), in which case the AAA rules govern payment of fees and you agree to reimburse Binddex for fees it paid on your behalf. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law.

e. Class action and jury trial waiver. YOU AND BINDDEX EACH AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. WHETHER IN ARBITRATION OR IN COURT, YOU AND BINDDEX EACH WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. If a court determines that this class action waiver is unenforceable as to a particular claim or request for relief, then that claim or request (and only that claim or request) must be severed from arbitration and may be brought in court under Section 21, and all remaining claims will be arbitrated.

f. Your right to opt out. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT (INCLUDING THE CLASS ACTION WAIVER AS IT APPLIES TO ARBITRATION) BY SENDING WRITTEN NOTICE WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS. Send your opt-out notice to support@binddex.com with the subject line "Arbitration Opt-Out" and include your name, address, the email address associated with your account, and a clear statement that you want to opt out of this arbitration agreement. Opting out will not affect any other provision of these Terms. If you opt out, Disputes will be resolved in court under Section 21.

g. Changes to this Section. If we materially amend this arbitration agreement in the future, the amendment will not apply to any Dispute for which a Notice or proceeding was initiated before the effective date of the amendment, and we will notify you of the amendment at least thirty (30) days before it takes effect. If you do not agree to the amended terms, you may close your account within that 30-day period and will not be bound by the amendment.

h. Severability and survival. If any part of this Section other than the class action waiver in subsection (e) is found unenforceable, the remainder of this Section remains in effect. If the class action waiver itself is found unenforceable as to a Dispute, then this arbitration agreement will not apply to that Dispute, which will be resolved in court under Section 21. This Section survives termination of these Terms and your account.

21. Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Missouri and applicable U.S. federal law, without regard to conflict of laws principles, except that the Federal Arbitration Act governs Section 20. Subject to Section 20, any Dispute that is not subject to arbitration (including if you validly opt out, and any small claims matters exceeding small claims jurisdiction) will be resolved exclusively in the state or federal courts located in St. Louis County, Missouri, and you and Binddex consent to the personal jurisdiction and venue of those courts. Nothing in this Section limits any non-waivable rights you may have as a consumer under the laws of your state of residence.

22. General Terms

Changes to these Terms. We may modify these Terms from time to time, for example to reflect changes in the law or our Services. When we do, we will update the "Last updated" date above and use reasonable efforts to notify you of material changes, such as by posting notice within the Services or emailing the address associated with your account. Except as provided in Section 20(g), changes take effect when posted unless we state otherwise. Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree, stop using the Services and cancel your account.

Entire agreement. These Terms, together with the Privacy Policy and any additional terms applicable to specific features, constitute the entire agreement between you and Binddex regarding the Services and supersede all prior agreements and understandings on that subject.

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent, and any attempted assignment in violation of this provision is void. We may assign these Terms or any of our rights or obligations without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

No third-party beneficiaries. These Terms do not create any third-party beneficiary rights except as expressly stated in Sections 5, 14, and 18.

No agency. No agency, partnership, joint venture, or employment relationship is created between you and Binddex by these Terms or your use of the Services.

Notices; electronic communications. You consent to receive communications from us electronically, including by email and notices posted within the Services, and you agree that electronic communications satisfy any legal requirement that communications be in writing. Notices to you are effective when sent to the email address associated with your account or posted within the Services.

Export and sanctions. You may not use the Services in violation of U.S. export control or sanctions laws.

California notice. Under California Civil Code Section 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

23. Contact Us

Binddex LLC

Email: support@binddex.com