End User License Agreement

1. Acceptance and Relationship to Other Documents

This Agreement governs your installation and use of the Software. It is presented to you before installation, activation or paid use, and acceptance is recorded electronically together with the version accepted and the date and time of acceptance.

Paid access is sold by a Merchant of Record, currently Freemius, Inc. ("Merchant of Record"), which presents its own transaction agreement at checkout. That agreement governs the sale transaction, payment and transaction taxes. This Agreement governs your license to use the Software and your relationship with CardDirector as the developer and licensor. The two are intended to operate alongside one another. Where the Merchant of Record's agreement incorporates a vendor refund policy by reference, the CardDirector Refund, Cancellation and Billing Policy is that vendor refund policy.

Where a matter is specific to the Software, this Agreement controls. Where a matter concerns the Website or the general relationship between you and CardDirector, the CardDirector Terms of Use control. Where a matter concerns price, renewal, cancellation or refunds, the Refund, Cancellation and Billing Policy controls. Personal information is governed by the CardDirector Privacy Notice. No provision of this Agreement limits any mandatory consumer right that cannot lawfully be limited.

2. Definitions

"Software" means the CardDirector Windows desktop application in object code form, including any update, upgrade, patch, hotfix, module and accompanying documentation supplied by CardDirector.

"Full Access" means the state in which paid features are enabled following successful verification of a valid entitlement.

"Read Only" means the state in which locally stored records remain readable, and backup and export functions remain available where provided, while editing, creation and connected functions are restricted.

"Access Check" means an automated request by the Software to CardDirector's verification service to confirm your current entitlement.

"Offline Allowance" means the limited period described in Section 6 during which previously verified Full Access continues when the verification service cannot be reached.

"Local Records" means the card, workflow, note, photograph, pricing assumption, submission, selling, follow-up, retained card and imported working records stored in the CardDirector database on your own computer.

"Connected Services" means optional features of the Software that transmit information to or receive information from a third-party provider.

"Subscription Term" means the monthly period for which you have paid, ending on the paid-through date shown in your account.

3. License Grant

Subject to your continuous compliance with this Agreement and to a valid, current entitlement, CardDirector grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software in object code form on one (1) Windows computer at a time, being a computer that you own or control, for your own collecting, research and reselling activity, for the duration of your Subscription Term. Transfers to a replacement computer are permitted under Section 7.

Where you accept this Agreement on behalf of a business entity, the license extends to use by that entity's personnel within the one concurrent activation permitted, and that entity is responsible for their compliance. A business requiring simultaneous use by more than one person needs a separate license for each.

The Software is licensed, not sold. You acquire no ownership interest in the Software, in any copy of it, or in any CardDirector service.

4. Subscription Access and Entitlement

Full Access depends on a current entitlement. An entitlement arises from an active paid Subscription purchased through the Merchant of Record, or from access that CardDirector has separately granted in writing.

CardDirector does not offer a free trial. Paid access is a recurring monthly Subscription at the price disclosed at checkout, currently USD 20 per month excluding applicable taxes, renewing automatically until canceled.

Your first payment is protected by the Fourteen Day Money-Back Guarantee in the Refund, Cancellation and Billing Policy: a full refund of your first payment on request within fourteen days, with no explanation required, whether or not you have downloaded, installed or used the Software. The guarantee is available once per customer and a refund under it also cancels the Subscription. Renewal, cancellation, service-failure refunds and all other billing matters are governed by that Policy.

You must use your existing account when purchasing or renewing, so that your license, records and support history remain connected. CardDirector may use account, activation and device information to administer the once-per-customer guarantee and to prevent circumvention of it.

Ordinary cancellation does not shorten a paid term. Full Access continues to the verified paid-through date and the Software then moves to Read Only. An approved refund, a chargeback, a fraud restriction or an express license revocation is a separate access event and may end Full Access earlier, in accordance with the applicable purchase terms and mandatory consumer rights.

5. License Restrictions

Except to the extent that a restriction is expressly prohibited by applicable law, you must not, and must not permit any other person to, do any of the following.

Keep more than one activation current at a time. You may install the Software on more than one computer and you may keep a reasonable backup copy, but only one installation may hold a current activation, and only that installation runs in Full Access. Section 7 governs transfers.

Sell, resell, rent, lease, lend, distribute, sublicense, assign, time-share, host, provide as a service bureau, or otherwise make the Software available to any third party.

Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code, algorithms, model logic, data structures, provider credentials or protocols of the Software.

Modify, adapt, translate, or create derivative works of the Software, or combine it with other software in a manner that subjects the Software to open source license obligations.

Remove, obscure or alter any proprietary notice, license key, watermark or attribution.

Circumvent, disable, tamper with or interfere with any Access Check, entitlement control, license key, activation limit, rate limit, caching control or security feature, or use any tool designed to do so.

Use the Software to build, train, populate, benchmark or improve a competing product, database, dataset or model, or to extract data at a scale or frequency exceeding ordinary individual use.

Use the Software in violation of applicable law, of a marketplace or data provider's terms, or of the CardDirector Terms of Use.

Use the Software in any application where failure could lead to death, personal injury, or severe physical, environmental or financial harm.

Any use outside the scope of the license granted is a material breach of this Agreement and may also infringe CardDirector's copyright.

6. Access Checks, Offline Allowance and Read Only

You acknowledge that the Software requires internet access for activation, for periodic Access Checks and for Connected Services, and you consent to those transmissions.

The Software requests a fresh Access Check every six (6) hours. If the verification service cannot be reached, previously verified Full Access may continue for up to seven (7) days measured from the last successful verification, and in no case beyond your paid-through date, whichever comes first. A failed or unsuccessful Access Check does not restart, extend or pause that seven-day period, which runs only from the last verification that actually succeeded.

The Offline Allowance is a temporary connection allowance only. It is not a payment grace period and not an extension of your Subscription. When your paid-through date is reached, or when the Offline Allowance expires without a successful verification, the Software moves to Read Only until a valid entitlement is verified.

In Read Only the Software is designed to keep Local Records readable and to permit backup and export where that function is provided, while editing, creation and connected functions are restricted. Restoring a confirmed entitlement re-enables the permitted features.

Connected Services require an active internet connection and a valid authorization at the time you use them. Those are independent requirements. Operating under the Offline Allowance does not itself mean that Connected Services are disabled, and restoring a connection does not itself mean that a Connected Service is authorized.

The Access Check interval, the Offline Allowance and the behavior of Read Only are the launch rules stated above. CardDirector may adjust them for security, licensing, performance, provider or compatibility reasons, and may vary them between builds, provided that it does not materially reduce the access you have paid for during a Subscription Term for which you have already paid. Material changes will be notified under Section 25.

A missing, blank or evidently incorrect access-end date is not an offer of unlimited, perpetual or lifetime access. If a date appears wrong, contact support@carddirector.com before purchasing again.

7. Activation, Devices and Seats

The license permits use on one (1) computer at a time. Activation binds your license to that computer using an activation identifier. You may install the Software on more than one computer, but only one activation may be current at any time.

Transfers are permitted. If you replace, rebuild, upgrade or dispose of your computer, you may deactivate the old installation and activate the replacement. Where the Software or your account provides no self-service option for this, contact support@carddirector.com and CardDirector will reset the activation within a reasonable time and without charge. CardDirector will not refuse a genuine replacement transfer.

Activation links, license keys and invitation links are personal to you and must not be shared, published, resold or transferred. CardDirector may revoke any credential that has been shared, published or used outside the license scope.

Activation patterns indicating concurrent use on more than one computer, sharing of credentials, or the use of tools to spoof device identifiers may result in suspension under Section 19. An ordinary pattern of replacing or reinstalling on your own computers is not misuse.

8. Updates, Upgrades and Supported Versions

CardDirector may make updates, patches and new versions available from time to time. Updates may be delivered automatically or may require you to install them. Updates may add, modify, restrict or remove features, including where a third-party provider changes or withdraws access. Where the removal of a paid feature meets a threshold in Section 10 of the Refund, Cancellation and Billing Policy, the remedy in that Section applies; this Section describes CardDirector's right to update the Software and does not narrow that remedy.

Updates are provided as part of an active entitlement. CardDirector does not undertake to provide any particular update, to support indefinitely any prior version, or to maintain compatibility with any superseded Windows version or hardware configuration.

CardDirector may cease supporting a prior version after giving reasonable notice. Continuing to use an unsupported version is at your own risk, and CardDirector is not responsible for defects, incompatibilities or security exposures in a version you have declined to update.

This Agreement applies to any update or new version unless that update is accompanied by a separate license, in which case the separate license governs it.

9. System Requirements

The Software is designed for 64-bit Microsoft Windows 10 version 22H2 and Windows 11. Processor, memory, display and storage requirements are published with the release and are subject to measurement on clean systems before download access opens. A native macOS version is not offered and is not promised.

You are responsible for ensuring that your computer meets the published requirements, for maintaining a supported and patched operating system, and for the performance of your own hardware, network, antivirus and endpoint security software.

CardDirector does not warrant that the Software will operate on any unsupported, virtualized, emulated, remotely streamed or otherwise non-standard configuration, and is not responsible for interference caused by other software on your computer.

10. Local Records, Backups and Your Responsibility

Local Records are stored in a database on your own computer and belong to you. CardDirector does not routinely upload, mirror, synchronize or back them up, and CardDirector personnel do not have routine access to them.

You are solely responsible for maintaining adequate backups of your Local Records, including before changing computers, reinstalling the Software, upgrading Windows or applying a major update. A Subscription is not a backup, archiving, synchronization or cloud storage service.

To the fullest extent permitted by law, CardDirector is not responsible for the loss, corruption, inaccessibility or deletion of Local Records, including as a result of hardware failure, storage failure, operating system changes, malware, uninstallation, reinstallation, migration, or your own actions.

CardDirector holds no copy of your Local Records and therefore cannot restore them. CardDirector does not provide cloud backup, and a Subscription is not a backup, archiving or synchronization service.

Two different things are often confused here, so this Agreement separates them. Account recovery means regaining access: signing in again, reinstalling, renewing or resubscribing restores your license and re-enables the paid features, provided you hold a valid entitlement. Data recovery means getting your records back, and CardDirector cannot do it. If your local database or your photographs are lost, deleted or corrupted, the only way to recover them is from a backup you made yourself. Restoring access does not restore records that are no longer on your computer, because there is nothing on CardDirector's side to restore them from.

What a backup contains depends on where the data sits. A backup of the CardDirector database includes the records in that database and any photographs you have stored inside it. It does not include photograph files held elsewhere on your computer and referenced by the Software, and it does not include provider reference images, which are displayed from the provider's hosted addresses rather than stored by CardDirector. What is saved locally for a provider image is the address information, not the image itself, although your browser or system may cache a copy in the ordinary way. Provider images are shown under CardDirector's license with that provider and are not yours to retain independently of the Software.

Creating a backup and restoring one are separate functions. Where the Software provides a control for creating a backup, using it produces a copy you hold. A supported restore process may not be available in every release, so do not assume that a backup you have created can be reloaded through the Software unless the release you are using says so. The Software does not offer a general export of your whole collection, and you should not plan around one. Check what your backup actually contains, and keep your own copies of any photograph that matters to you.

Uninstalling the Software never cancels a Subscription. What it does to your records depends on the choice you make during uninstallation and on how you obtained the Software.

The direct-download uninstaller offers a data removal option. If you select it, the local database and the default backups are deleted permanently and cannot be recovered by CardDirector. If you leave it unselected, those records are preserved. Neither outcome is automatic, so do not assume that uninstalling always removes everything, and do not assume that it always leaves everything in place. Read the option before confirming.

Where the Software is obtained through an application store, uninstallation follows that store's own behavior, which may differ. Section 20 and any applicable store addendum describe this further, and these provisions are to be read together.

11. Connected Services within the Software

Connected Services are optional. Enabling one may require an eligible third-party account, your authorization, provider approval and your compliance with the provider's own terms.

When you use a Connected Service, the Software transmits only the information necessary to complete your request. Provider credentials used by CardDirector are held in protected service infrastructure and are not exposed as ordinary Local Records; you must not attempt to extract them.

Provider availability, coverage, latency, limits, pricing and data quality are outside CardDirector's control and may change or cease at any time. A provider's unavailability or change is not a defect in the Software. CardDirector will use commercially reasonable efforts to restore or replace affected functionality but does not warrant that it will be able to do so.

CardDirector may apply and vary fair use limits on the volume and frequency of Connected Service requests, and may throttle, suspend or restrict requests that exceed those limits, that appear automated, or that impose a disproportionate burden on CardDirector or a provider.

12. Market Data License and Restrictions

Market data and provider-derived information made available through the Software are licensed to CardDirector and are provided to you for use within the CardDirector experience only, for your own collecting, research and reselling activity. You acquire no ownership right in that data and no right to use it outside the Software.

You must not scrape, crawl, bulk-extract, systematically copy, resell, redistribute, publish, sublicense or syndicate market data, use it to build or improve a competing dataset, index, model or product, or circumvent access, caching, licensing or usage controls.

Market data may be delayed, incomplete, superseded, unavailable or incorrect. Population figures, comparable sales, sold prices and listing information may not reflect the current market. You are responsible for verifying market data before acting on it.

Additional restrictions imposed by a data provider may apply and, where CardDirector notifies you of them, form part of this Agreement.

Card images and other visual content supplied through a data provider, including through image identification, are owned by that provider or its licensors. CardDirector is licensed to display such an image to you within the Software as the ordinary operation of the feature you are using, and that license does not require anything further from you. It does not extend to any use beyond viewing the image in the Software, such as exporting, printing, publishing or otherwise sharing it outside the Software. If you want to do any of those things, clearing the necessary rights, including in any card artwork, trademark or likeness the image depicts, is your own responsibility, in the same way it would be if you had sourced the image yourself.

13. Photographs, Centering and Image Identification

The manual centering tool operates on your own computer. It calculates centering estimates from the card-edge and print-area boundaries that you place on a photograph. It does not automatically detect boundaries, does not authenticate a card, and does not predict, estimate or guarantee any grade. Photograph angle, lens distortion, lighting, resolution, cropping and the accuracy of your boundary placement affect the result. A centering estimate is not a measurement of the physical card, not a grading opinion and not an authentication result.

Where you use the optional image identification feature, the photograph you select is transmitted from your computer through CardDirector's service to the market data provider so that the provider can attempt to identify the card. Identification results are suggestions only, may be wrong or incomplete, and must be verified by you before you rely on them.

The two features have different data flows and different persistence. Their handling of photographs, including what is transmitted and what is retained, is described in the Privacy Notice. You should not assume that every photograph-related feature operates entirely locally, and you should not assume that any image transmitted to a provider is deleted on any particular schedule unless the Privacy Notice expressly so states.

You represent that you hold all rights necessary to process and transmit any photograph you use with the Software and that doing so infringes no third-party right and includes no other individual's personal information without their knowledge.

14. Estimates, Grading and Decision Disclaimers

Outputs labeled Potential Grading Opportunity, Estimated Profit, Estimated Loss, Estimated Margin, Estimated Net Result, Estimated Resale Difference, or any comparable term, are scenario-based informational outputs derived from available data and from assumptions you enter or accept. They are not appraisals, valuations, price opinions, investment recommendations, buy or sell instructions, or promises of future value. They can be wrong and can change.

Outputs labeled Recorded Profit or Recorded Profit/Loss are recordkeeping calculations based on amounts you entered or confirmed. They are not accounting records, tax calculations or advice of any kind.

CardDirector does not guarantee any grade, condition, authenticity, certification outcome, value, price, demand, liquidity, sale, delivery, margin or profit, or the accuracy, completeness or currency of any data, identification, match or comparison. Grading and certification decisions are made solely by the applicable grading company under its own standards.

The Software is an informational and recordkeeping tool only. CardDirector is not a marketplace, dealer, broker, grading company, authenticator, appraiser, payment processor, escrow agent or financial, investment, tax, accounting or legal adviser, and nothing in the Software is advice or a recommendation. You are solely responsible for verifying information and for every purchase, grading, submission, listing, pricing, sale and retention decision you make, and you accept the full risk of any resulting loss.

You must not represent to any buyer, grading company, insurer, lender or other person that CardDirector has certified, appraised, authenticated or graded any item.

15. Ownership and Intellectual Property

The Software, including all code, interfaces, designs, layouts, graphics, icons, text, documentation, workflows, calculation logic and the selection, arrangement and presentation of content, is owned by CardDirector LLC and its licensors and is protected by United States and international copyright, trademark, trade secret and other laws. All rights not expressly granted are reserved.

CardDirector is a trademark of CardDirector LLC. Third-party names and marks appearing in the Software are the property of their owners and are used for identification only. The Software is an independent product and is not affiliated with, endorsed by, sponsored by or certified by eBay Inc., Professional Sports Authenticator, any grading company, card manufacturer, sports league, players association or carrier.

You retain ownership of your Local Records and of the photographs and notes you create.

16. Feedback

If you provide suggestions, feature requests, issue reports or other feedback, you grant CardDirector a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, modify, disclose and incorporate that feedback into any product or service without restriction, attribution or compensation. CardDirector will continue to handle any personal information contained in feedback in accordance with the Privacy Notice. Do not send CardDirector information you consider confidential.

17. Third-Party and Open Source Components

The Software may incorporate third-party or open source components that are licensed under their own terms. Where a third-party license grants you rights broader than, or imposes obligations different from, this Agreement in respect of that component, that license governs that component. A list of applicable components and licenses is made available with the release or on request to support@carddirector.com.

Third-party components are provided by their respective licensors without warranty from CardDirector, and CardDirector accepts no liability in respect of them beyond what this Agreement provides for the Software as a whole.

18. Purchase, Merchant of Record and Refunds

Paid access is sold by the Merchant of Record, which is the seller of record, processes payment, issues invoices and receipts, and determines and remits applicable transaction taxes. CardDirector does not receive or store full payment card numbers or security codes.

CardDirector's Refund, Cancellation and Billing Policy is the vendor refund policy applicable to your purchase and is incorporated into this Agreement by reference. Where that policy is more favorable to you than the Merchant of Record's default provisions, the CardDirector policy governs eligibility, and CardDirector will instruct the Merchant of Record accordingly.

A refund under the Fourteen Day Money-Back Guarantee cancels your Subscription automatically, and no separate cancellation request is needed. A full refund reversing a mistaken purchase or duplicate subscription under Section 11 of the Refund, Cancellation and Billing Policy, or an immediate-departure refund under Section 16 of that Policy, also cancels the affected renewal as explained in Section 14. Other refunds or credits do not by themselves cancel your Subscription. Canceling stops future renewal but does not reverse a completed charge. If you want both a refund and ordinary cancellation, say so and CardDirector will handle them separately under the applicable rules.

What a refund does to your access depends on why it was given, not on how much of the payment it returns. Section 14 of the Refund, Cancellation and Billing Policy sets out the five outcomes and governs this question. In summary: a guarantee refund cancels renewal and ends Full Access; ordinary cancellation preserves Full Access to the paid-through date; a service remedy or goodwill refund or credit leaves Full Access, renewal and the paid-through date unchanged, even where a whole billing period is refunded, unless you separately cancel; an immediate-departure refund on declining a material change cancels renewal and ends Full Access; and a full refund reversing a mistaken purchase or duplicate subscription ends only that purchase's or subscription's access and renewal. Correcting a duplicate charge does not cancel a valid subscription. A purchase or duplicate-subscription reversal does not affect a separate valid subscription or delete your account or saved records. If no other valid entitlement remains, the ordinary Read Only rules apply. If anything in this Agreement reads otherwise, Section 14 of that Policy governs.

Requests should be sent to billing@carddirector.com with the purchase email address and either a transaction identifier or the approximate purchase date. No reason is required. CardDirector acknowledges within two (2) business days and decides within ten (10) business days of receipt. Nothing in this Agreement limits any mandatory consumer right.

19. Term and Termination

This Agreement takes effect when you first accept it or install the Software, whichever is earlier, and continues until terminated.

You may terminate at any time by canceling your Subscription, uninstalling the Software and destroying all copies. Termination does not entitle you to a refund except as provided in the Refund, Cancellation and Billing Policy or as required by law.

CardDirector may suspend or terminate this Agreement and your license on notice if you materially breach it and do not cure the breach within ten (10) days of notice, or immediately and without notice where the breach is not capable of cure, where required by law or by a provider, or where continued access presents a risk of fraud, abuse, security compromise or harm to CardDirector, a provider or another user. Where a breach is capable of cure, the notice will describe the specific conduct that breaches this Agreement and what you need to do to stop it, so that the ten days are usable in practice and not only in principle.

CardDirector may also suspend access for non-payment, a chargeback, a reversed or disputed transaction, or an approved refund, in accordance with the Refund, Cancellation and Billing Policy.

20. Effect of Termination on Local Records

On expiration or termination, your right to use the paid features ends and the Software moves to Read Only. Your Local Records remain on your computer and remain yours. The Software is designed to keep them readable and, where the function is provided, to permit backup and export in Read Only.

Where this Agreement is terminated by CardDirector for your material breach involving fraud, license circumvention or provider violation, CardDirector may disable the Software entirely, but will where reasonably practicable allow a reasonable period for you to export your Local Records first, unless doing so would itself create a legal or security risk.

CardDirector has no obligation to retain, retrieve, restore or migrate any record for you after termination, other than as required by law or by the Privacy Notice.

Uninstalling the Software does not by itself delete your Local Records. Where the uninstaller or the Software offers an option to remove application data, selecting that option deletes the local CardDirector database and the records it contains, and that deletion is permanent and cannot be reversed by CardDirector. Where that option is not selected, or is not offered, your Local Records remain on your computer until you delete them yourself. Back up before uninstalling.

21. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ANY PRERELEASE OR EVALUATION BUILD, ALL CONNECTED SERVICES, ALL MARKET DATA AND ALL ESTIMATES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

CardDirector and its members, managers, employees, contractors, suppliers and licensors disclaim all warranties, express, implied, statutory or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and quiet enjoyment, and any warranty arising from course of dealing, course of performance or usage of trade.

CardDirector does not warrant that the Software will be uninterrupted, timely, secure or error free, that defects will be corrected, that any estimate, identification, match, price, population figure or projection will be accurate, current or complete, that any grading, sale or financial outcome will be achieved, or that any third-party provider will remain available.

Some jurisdictions do not permit the exclusion of certain warranties, so parts of this Section may not apply to you, and you may have additional rights that vary by state.

22. Limitation of Liability and Indemnity

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CARDDIRECTOR LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, OPPORTUNITY, ANTICIPATED SAVING, GOODWILL, DATA OR RECORDS, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SOFTWARE, ANY ESTIMATE, ANY MARKET DATA, ANY CONNECTED SERVICE, ANY GRADING OR SALE OUTCOME, OR ANY RELIANCE ON INFORMATION OBTAINED THROUGH THE SOFTWARE, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

THE TOTAL AGGREGATE LIABILITY OF CARDDIRECTOR AND THOSE PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU ACTUALLY PAID FOR THE SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (USD 100).

These limitations apply even if a limited remedy fails of its essential purpose and reflect an agreed allocation of risk that is an essential basis of the bargain. Nothing in this Agreement excludes liability for fraud, fraudulent misrepresentation, gross negligence, willful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

You will indemnify, defend and hold harmless CardDirector and those parties against any third-party claim, and any loss, liability, damage, cost or expense including reasonable attorneys' fees arising from such a claim, to the extent it is caused by your breach of this Agreement, your infringement or misappropriation of a third party's intellectual property or other rights, your unlawful or fraudulent conduct, your violation of a marketplace or data provider's terms, or a representation you made to a third party that CardDirector had certified, appraised, authenticated or graded an item.

This indemnity does not extend to claims arising from CardDirector's own breach, negligence or misconduct, to first-party claims between you and CardDirector, or to your ordinary use of the Software in accordance with this Agreement. It is limited to the extent of your responsibility, and your liability under it is reduced proportionately to the extent the claim is attributable to CardDirector or to any other person. CardDirector will notify you promptly of any claim, will not settle it without your consent, and will allow you to control the defense with counsel of your choice.

23. Export, Sanctions and Government End Users

CardDirector sells and licenses the Software to customers located in the United States. A Subscription may be purchased only by a customer whose billing address and place of residence are in the United States.

That restriction applies to the sale, not to your everyday use of what you have bought. If you are a United States customer traveling, working or temporarily staying outside the United States, you may continue to use the Software and to verify your access while you are away. You do not need to notify CardDirector, and CardDirector will not restrict access for that reason. Connected Services may still be limited abroad by the third-party provider rather than by CardDirector, and local law where you are applies to you.

You represent that you are not located in, and are not a national or resident of, any country or territory subject to comprehensive United States sanctions, and that you are not listed on any United States government restricted-party list. You must comply with all applicable export control and sanctions laws, and must not export, re-export or transfer the Software in violation of them.

The Software is commercial computer software developed entirely at private expense. If licensed to or on behalf of any agency or instrumentality of the United States Government, it is provided with only those rights set out in this Agreement, in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202.

24. Dispute Resolution, Arbitration and Class Waiver

Before commencing arbitration, please contact CardDirector at support@carddirector.com with a written description of the dispute, the relief sought and your contact details, and allow sixty (60) days for good faith resolution. This step is not a bar to your claim: failing to use it does not prevent you from bringing or continuing a claim and gives CardDirector no defense. South Dakota law treats a contract term restricting a party from enforcing its rights through the usual legal proceedings as void, and CardDirector does not ask you to give that up. Arbitration agreements are expressly preserved by that same provision and are unaffected.

If the dispute is not resolved, you and CardDirector agree that any dispute, claim or controversy arising out of or relating to the Software or this Agreement, including arbitrability, will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, before a single arbitrator, seated in Minnehaha County or Lincoln County, South Dakota, or at your election in the federal judicial district where you reside, or conducted by telephone, videoconference or on documents only. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may bring a qualifying individual claim in small claims court, and either party may seek injunctive or equitable relief in court to protect intellectual property, confidential information or the integrity of the Software's license controls.

You and CardDirector agree to bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective, consolidated, coordinated, private attorney general or representative proceeding. If this waiver is held unenforceable as to a claim or request for relief, that claim or request is severed and heard in court while the remainder proceeds in arbitration. If twenty-five (25) or more similar demands are filed by or with the assistance of the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules apply and govern, and this provision supplements rather than displaces them. Within that framework demands may be administered in sequential batches of no more than fifty (50) with a single arbitrator per batch, with the limitation period tolled for any claim awaiting its batch. Every claim is decided individually. No claim is treated as a test or bellwether case and no outcome binds any other claimant.

You may opt out of the arbitration, class waiver and batching provisions of this Section by emailing support@carddirector.com with the subject line "Arbitration Opt-Out", stating your name, the email address on your account and your intention to opt out, within thirty (30) days of first accepting this Agreement. Opting out affects no other provision and will not affect your access.

25. Governing Law and General Provisions

This Agreement is governed by the laws of the State of South Dakota without regard to its conflict of laws rules, except that the Federal Arbitration Act governs Section 24. Where arbitration does not apply or a party has opted out, the state and federal courts located in Minnehaha County or Lincoln County, South Dakota have exclusive jurisdiction and each party consents to personal jurisdiction and venue there. This Section does not deprive a consumer of the protection of any mandatory law of the state in which that consumer resides. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Neither party is liable for any failure or delay caused by an event beyond its reasonable control, except for payment obligations. This provision limits liability for breach and damages only. It does not limit, reduce or exclude the no-fault remedies in Section 10 of the Refund, Cancellation and Billing Policy, which are owed regardless of the cause of the unavailability, including a cause beyond CardDirector's control. Section 25.9 of the Terms says the same thing.

CardDirector does not shorten the time you have to bring a claim. The limitation period for any claim arising out of or relating to the Software or this Agreement is the period set by the applicable statute, and nothing in this Agreement reduces it. South Dakota law, which governs this Agreement, provides that a contract term limiting the time to enforce rights is void, so a shortened contractual period would not be enforceable here in any event. Section 25.8 of the Terms says the same thing.

CardDirector may amend this Agreement as the Software, provider arrangements, billing model and legal requirements change. Changes are never retroactive. A change that does not reduce your rights is notified at least fourteen (14) days in advance by email, on the Website or within the Software, and continued use after the effective date constitutes acceptance. A change that materially reduces your rights, including any change to Section 22, Section 24, the license scope in Section 3, the activation rules in Section 7, or the Fourteen Day Money-Back Guarantee, does not take effect against you through continued use: CardDirector will ask you to accept it affirmatively through a blocking acceptance screen at next launch and will record that acceptance. If you decline, you may continue on the version you already accepted until the end of the paid term you have already paid for and then cancel, or cancel immediately with a pro rata refund of the unused part of that term.

This Agreement, together with the CardDirector Terms of Use, the Refund, Cancellation and Billing Policy and the terms presented at checkout, is the entire agreement between you and CardDirector regarding the Software and supersedes all prior understandings and marketing statements. The Privacy Notice is a notice and is not part of that agreement, which does not reduce its effect: CardDirector is bound by what it says about personal information whether or not it is a contractual term. This matches Section 25 of the Terms. If any provision is held invalid or unenforceable it will be modified to the minimum extent necessary or severed, and the remainder will continue in force. No failure to enforce is a waiver. You may not assign this Agreement without CardDirector's written consent; CardDirector may assign it in connection with a merger, acquisition, reorganization or sale of assets. Nothing creates a partnership, joint venture, employment or agency relationship. Sections 2, 5, 10, 12, 13, 14, 15, 16, 20, 21, 22, 23, 24 and 25 survive termination.

CardDirector LLC, 5013 S Louise Ave #1123, Sioux Falls, SD 57108, United States. Support: support@carddirector.com. Billing: billing@carddirector.com. Privacy: privacy@carddirector.com. Website: www.carddirector.com.