CardSight AI Terms of Service

Last Updated: August 26, 2026

Subject to the terms and conditions of this agreement (this “Agreement”), we at CardSight AI, Inc., a Delaware corporation (“CardSight AI” or “we”), provide access to and use of our proprietary software-as-a-service REST API and related software solutions for application developers (the “Software”), which may include trading card identification and recognition technologies, access to third-party trading card and collectibles databases and pricing data, and other tools and functionalities. “You” are either: (1) an individual accessing and using the Software for your own personal, non-commercial use; or (2) an individual, business, or other legal entity accessing and using the Software for the purpose of incorporating the Software within a separate application or website you offer to your end users (an “End User Application”).

  1. ACCEPTANCE. YOU SHOULD READ THIS AGREEMENT CAREFULLY FOR THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE. BY ACCESSING AND/OR USING THE SOFTWARE, OR BY CHECKING OR CLICKING THE “AGREE,” “I CONSENT” OR SIMILAR BUTTON OR BOX IF AND WHEN THIS OPTION IS PRESENTED TO YOU, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, (B) AGREE TO ACCEPT THIS AGREEMENT, AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY (AND THAT YOU WILL ADHERE TO) ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACCESSING AND USING THE SOFTWARE, THEN YOU REPRESENT AND WARRANT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR OTHERWISE OF THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE. IF YOU ARE A BUSINESS OR OTHER LEGAL ENTITY ACCESSING AND USING THE SOFTWARE, THEN THE INDIVIDUAL REGISTERING TO USE THE SOFTWARE ON YOUR BEHALF ALSO REPRESENTS AND WARRANTS TO US THAT SUCH INDIVIDUAL IS FULLY AND DULY AUTHORIZED TO AGREE TO BE BOUND BY THIS AGREEMENT ON YOUR BEHALF. BY ACCESSING AND USING THE SOFTWARE, OR BY CHECKING OR CLICKING THE “AGREE,” “I CONSENT,” OR SIMILAR BUTTON OR BOX IF AND WHEN THIS OPTION IS PRESENTED TO YOU, YOU REPRESENT AND WARRANT TO US THAT YOU MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, THEN YOU MUST NOT ACCESS OR USE THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SOFTWARE.

  2. Changes to this Agreement. We may revise and update this Agreement from time to time in our sole discretion; provided, however, that during the Term, we will not make any revisions, updates, or other changes to this Agreement that will, in a manner that is materially adverse to you, either (a) reduce our express obligations to you under this Agreement, or (b) alter our express representations, warranties, indemnities, or limitations of liability ((a) and (b) collectively, “Material Changes”) without notifying you via a conspicuous posting within the Software itself or via notice by email to the email address we have on file for you. Any such Material Changes will be deemed to take effect thirty (30) days following the date we provide notice of such Material Changes. Other changes to this Agreement are effective immediately when we post them. Your continued use of the Software following the posting of a revised Agreement means that you accept and agree to the changes. You must immediately discontinue access or use of the Software if you do not want to agree to the revised Agreement.

  3. Software Access Rights and Restrictions.

    1. Software Authorization. We authorize you, during the Term and on a non-exclusive and non-transferable (except as described in Section 14(e) basis, to: (i) access and use the Software on a “software as a service” basis solely for the Permitted Use; and (ii) integrate the Software into your End User Application in accordance with the Documentation. This authorization also permits you to access and use the Documentation during the Term in support of your Permitted Use of the Software.

    2. Limitations and Restrictions. You must not, and you must not permit any other person or entity to, access or use the Software except as we’ve specifically allowed in this Agreement. Without limiting the preceding sentence, you and your End Users must not do any of the following:

      1. copy, modify, adapt, translate, or create derivative works or improvements of the Software (excluding, for the avoidance of doubt, your End User Application);

      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any features or functionality of the Software to any other person or entity for any reason (other than as an integrated part of your End User Application), including by reselling or otherwise providing the Software on a separate or standalone basis (and not as an integrated part of your End User Application) or making the Software available through any time-sharing or service bureau arrangement;

      3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive, gain access to, or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms, or methodology relevant to the Software;

      4. input, upload, transmit, or otherwise provide to or through the Software any information or materials that are unlawful or that contain, transmit, or activate any Harmful Code;

      5. bypass, breach, or disable any access control, security device, copy control, digital rights management tool, or other protection used by the Software;

      6. create multiple accounts on the Software for yourself or additional accounts under a “free trial” or similar cost-free subscription model after any initial trial period has expired;

      7. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner (A) the Software, (B) the server on which the Software is hosted and stored, (C) any server, computer, or database connected to the Software, or (D) our ability to provide our Software or services to any other person or entity;

      8. access or use the Software in any way that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party, or that violates any applicable law or regulation;

      9. access or use the Software for purposes of (A) developing, marketing, distributing, licensing, or selling any product or service that may compete with the Software, or (B) disclosing to our competitors, for any purpose, otherwise non-public information about the Software;

      10. access or use the Software in a way to avoid incurring fees or exceeding usage limits or quotas associated with your subscription (including any API limits), or to render inoperative any usage restriction features contained in the Software;

      11. publish, distribute, promote, or disseminate any inappropriate, profane, vulgar, defamatory, discriminatory, sexually explicit, infringing, obscene, tortious, indecent, unlawful, offensive, immoral, or otherwise objectionable material or information through the Software or the Community Forums.

      12. remove, alter, or obscure any proprietary notices (including copyright or trademark notices) from the Software or Documentation;

      13. except as expressly permitted in Section 3(c) below with respect to Cached Data, download, cache, store, or create offline copies of data obtained through the Software for the purposes of creating or populating a database, catalog, or dataset;

      14. access or use the Software to create, populate, or maintain a standalone database of trading card or collectibles information capable of functioning independently of the Software; or

      15. knowingly aid or assist any other person or entity in taking any of the actions prohibited by this Section 3(b).

    3. Permitted Caching. Notwithstanding the restrictions in Section 3(b), you may (during the Term and otherwise in accordance with the authorizations and use limitations set forth in this Agreement), cache data obtained through the Software (“Cached Data”) on a limited, short-term basis for the sole purpose of improving the performance and user experience of your End User Application, provided:

      1. Cached Data is made available to your End Users solely for the purpose of operating your End User Application, and is not used or provided to your End Users for any other commercial purposes (including to populate or maintain a standalone database);

      2. Cached Data in your End User Application is regularly purged and/or refreshed as appropriate to ensure the accuracy of the data;

      3. the amount of Cached Data you store or retain is limited to the amount strictly necessary to provide the End User Application (and may not contain the entirety or any CardSight AI database or any entire subset of our databases associated with a particular genre of trading cards or collectibles); and

      4. Cached Data must be deleted from your End User Application and your severs and other technology assets at the end of the Term.

    4. Responsibility for End Users. You will ensure your employees’ contractors’, agents’, and End Users’ compliance with this Agreement and be responsible and liable to us for any act or omission of such parties that would be a breach or violation of this Agreement had you performed the act or omission yourself. If you incorporate the Software into an End User Application, you will enter into a written terms and conditions or similar agreement with each End User that imposes license restrictions and limitations with respect to the Software that are substantially similar to and at least as protective as the limitations and restrictions set forth in this Agreement. We reserve the right to monitor your and your End Users’ use of the Software to ensure compliance with the terms of this Agreement.

  4. Additional Terms Regarding the Software.

    1. Support Services. You understand, acknowledge, and agree that, unless otherwise separately agreed by you and us in writing, the following terms apply with respect to any technical or customer support services relating to the Software: If you have a technical or customer support services request, you may contact us with your request using the designated support email address listed on our main corporate website or within the Software itself, and upon receipt of your request we will use good faith efforts to respond within a period of time that is reasonable under the circumstances. You may also seek support from other users of the Software through one or more of the community forums (“Community Forums”) we may provide for this purpose, including any such forums accessible from the “Support & Help” or similar page on our main corporate website. We provide the Community Forums solely as a convenience to you for your general informational purposes and make no representations or warranties as to the accuracy, completeness, or relevance of any information provided through the Community Forums. You access and use information and assistance provided through the Community Forums entirely at your own risk, and we expressly disclaim all liability and responsibility arising from any activity on the Community Forums or any reliance placed by you on information and assistance provided through the Community Forums. We may elect to discontinue the Community Forums at any time and for any reason without liability to you. Unless otherwise indicated in a separate written agreement between you and us, we do not otherwise provide, and the Software is not otherwise offered with, any technical or customer support services.

    2. Changes to the Software. We may make any changes to the Software (including, without limitation, the design, look and feel, functionality, content, material, information, and/or services provided through the Software) that we deem necessary or useful to improve the Software or for any other reason, from time to time in our discretion. Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, improvements, and/or new features (collectively, “Updates”). All Updates shall be deemed a part of the Software governed by all the provisions of this Agreement pertaining thereto. If we make changes to the Software during the Term that will materially adversely affect the features and functionality of the Software that you use, or if we intend to discontinue the Software, we will provide notice to you in accordance with Section 2.

    3. Subcontractors. You understand and agree that we may, in our discretion, engage subcontractors and other third-party service providers to aid us in providing the Software under this Agreement, but we will remain liable to you for any act or omission by such subcontractors that would be a breach or violation of this Agreement. For example, we may use Amazon Web Services, Microsoft Azure, Google Cloud Platform, and/or such other reputable provider that implements and maintains commercially reasonable security programs, policies, procedures, controls, and technologies for cloud-based infrastructure and hosting and storage services for the Software (the “Hosting Services Provider”), and such Hosting Services Provider will host and process certain portions of Your Data that are processed through the Software. You hereby specifically approve and consent to our use of a Hosting Services Provider in the manner described above. Notwithstanding anything to the contrary in this Agreement, you further agree that we cannot guarantee or ensure the performance of any Hosting Services Provider to the terms of this Agreement, and remediation of a breach by a Hosting Services Provider is limited to the remedies specified in the Hosting Services Provider’s standard service agreement.

    4. Suspension of Software Access. We may suspend or deny your access to or use of all or any part of the Software, without any liability to you or others, if (i) we’re required to do so by law or court order; or (ii) you have or any employee, contractor or agent under your control or direction or acting on your behalf has (A) accessed or used our Software in violation of this Agreement, (B) been involved in any fraudulent or unlawful activities relating to or in connection with our Software, or (C) otherwise failed to comply with this Agreement and have failed to cure such breach within five (5) days after we provide written notice to you. Unless we have exercised our right to terminate this Agreement pursuant to Section 10(b), we will promptly restore access to the Software as soon as the applicable legal requirement or court order is lifted or the applicable breach or violation is cured. Our remedies in this Section are in addition to, and not in lieu of, our termination rights in Section 10(b) or any other rights or remedies under this Agreement, at law, or in equity.

    5. Free Tier Access and Use; Beta Offerings. Notwithstanding anything to the contrary in this Agreement, if your Order indicates that you will be obtaining a subscription to the Software under a free subscription tier or plan or otherwise without payment of Subscription Fees (a “Free Tier Subscription”), or if you use the Software or any features embedded therein on a “demo”, “beta”, “preview”, or similar trial or early access basis (each, a “Beta Offering”), then you acknowledge and agree that UNDER ANY FREE TIER SUBSCRIPTION OR BETA OFFERING ALL SERVICES AND CARDSIGHT AI IP (INCLUDING BUT NOT LIMITED TO THE SOFTWARE) ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY SUPPORT SERVICES OR ANY WARRANTY OR INDEMNITY OF ANY KIND FROM US, EXPRESS OR IMPLIED, AND THE AGGREGATE LIABILITY OF CARDSIGHT AI UNDER OR IN CONNECTION WITH ANY FREE TIER SUBSCRIPTIONS OR BETA OFFERINGS SHALL NOT EXCEED $100 UNDER ANY CIRCUMSTANCES. You acknowledge and agree that we may discontinue any Beta Offerings at any time for any or no reason, without notice to you. Either party may cancel a Free Tier Subscription at any time immediately upon notice to the other party (which in this instance may be given by selecting the “Cancel My Subscription” or similarly-worded option in your account settings on the Software), for any reason or for no reason, and upon such termination your right to access and use the Software will terminate and you must immediately cease accessing and using the Software.

    6. Third-Party Applications. You may elect to use the Software in combination with third-party APIs or other third-party services, applications, or content (“Third-Party Applications”). Your access to and use of each Third-Party Application is subject to and conditioned upon you obtaining, directly from the third party provider of the Third-Party Application, appropriate and valid authorizations, rights, and licenses to access and use such Third-Party Application subject to a separate agreement between you and the provider of the Third-Party Application. You are solely responsible for obtaining such authorizations, rights, and licenses (and for complying with all limitations and restrictions and other terms and conditions of such authorizations, rights, and licenses, and any related terms and conditions or other agreements between you and the provider of the Third-Party Application) and we will not obtain (and we do not undertake to obtain) any such authorizations, rights, or licenses on your behalf. Excluding the Software itself, you acknowledge and agree that we cannot and do not control, are not responsible for, make no representations, warranties, commitments, or guarantees regarding, and will not in any way be liable to you, your End Users, or to any other person or entity (under any theory of liability, whether breach of contract, tort, negligence, products liability, strict liability, or other) regarding the availability, quality, legality, functionality, performance, suitability, reliability, validity, accuracy, completeness, security, timeliness, merchantability, fitness for a particular purpose, title, non-infringement, appropriateness, or usefulness of any Third-Party Applications. We do not assume and we will not have any liability or responsibility to you, your End Users, or any other person or entity for Third-Party Applications or for your or anyone else’s use thereof or reliance thereon or any consequences or results arising therefrom. Any concerns or questions about Third-Party Applications must be directed to the provider of the Third-Party Applications (not us).

    7. Account Security. If you choose, or are provided with, a user name, password, API key, or any other piece of information during the account registration process, you must treat such information as confidential, and you must not share it or otherwise disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Software or portions of it using your user name, password, API key, or other access credentials. If you permit any other person to use your account, you will be responsible for their activities while using the Software. You agree to notify us immediately of any unauthorized access to or use of your user name, password, or API key, or any other breach of security. We have the right to disable any user name, password, API key, or other access credentials, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, the continued use of those access credentials would be inappropriate. Accessing and using the Software without proper user name and password is strictly prohibited, constitutes a breach of this Agreement resulting in the immediate termination of your right to use the Software, and may violate copyright and other laws.

  5. Confidentiality.

    1. General. In connection with receiving or providing the Software during the Term, each party (each, a “Discloser”) may disclose to the other party (the “Recipient”) the Discloser’s proprietary or confidential information (collectively, “Confidential Information”). During the Term and thereafter the Recipient will not without the Discloser’s written consent disclose Discloser’s Confidential Information to any third party (other than our subcontractors as permitted in Section 4(c) above) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement. All non-public information related to our Software and the features, functionality, and performance thereof are all our Confidential Information, Your Data (including, for the avoidance of doubt, any of Your Data that consists of Personal Information (as defined below) of your employees or other personnel) is your Confidential Information, and the terms of this Agreement and your Order are the Confidential Information of both of us.

    2. Exceptions. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient or its employees, contractors, or agents, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Additionally, Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure.

  6. Data Privacy.

    1. In General. We will store, use, and otherwise process any of Your Data that constitutes “personal information,” “personal data”, or “personally identifiable information” as defined in applicable laws (collectively “Personal Information”) in all material respects in accordance with all applicable laws relating to the privacy and protection of Personal Information (“Data Privacy Laws”), including but not limited to the California Consumer Privacy Act of 2018 and its implementing regulations (as amended, restated, or supplemented from time to time, “CCPA”). We will not access, use, handle, maintain, process, dispose of, or disclose Personal Information other than as permitted or required under this Agreement or Data Privacy Laws. We will limit dissemination of Personal Information to our employees and subcontractors who (i) need to know the information to enable us to perform our obligations or exercise our rights under this Agreement, and (ii) are bound by confidentiality obligations substantially equivalent to those provided for in this Agreement. We will cooperate with you as may be reasonably required to enable you to comply with Data Privacy Laws, including by reasonably assisting you in complying with individuals’ rights in regards to their Personal Information under Data Privacy Laws. In furtherance of the foregoing, based on the data that you will process using the Software or otherwise provide to us, if and to the extent Data Privacy Laws require additional clauses to be executed by us beyond those set forth in this Agreement, then you must notify us in writing of such requirement and we will in good faith review, negotiate, and consider adding such clauses as an addendum to this Agreement. In the absence of such notice you represent and warrant that no additional clauses are required.

    2. No Sensitive Data. You understand and accept that the Software and our other systems and networks are not designed or intended for the storage, processing, or protection of Sensitive Data and may not provide adequate or legally-required security or other protections for Sensitive Data. Therefore, notwithstanding anything to the contrary in this Agreement, we will have no responsibility or liability for or in any way related to any Sensitive Data that you, your employees, contractors, or agents may voluntarily choose to input into the Software or otherwise provide to us in connection with our performance under this Agreement. For the purposes of this Agreement, “Sensitive Data” means the following: “protected heath information” within the meaning of the Health Insurance Portability and Accountability Act or any other information concerning an individual’s health; credit card, debit card, or other payment card information; financial account information of any kind; identity numbers issued by any government agency such as driver’s license number, Social Security number, or passport number; an individual’s precise geolocation; an individual’s racial or ethnic origin, religious or philosophical beliefs, or union membership; information concerning an individual’s sex life or sexual orientation; the contents of any individual’s mail, email, or text messages except where we are the intended recipient of the communication; criminal history or the results of background checks or drug screenings; passwords or other access credentials that would or could be used to access any personal accounts (other than passwords and/or access credentials used by you to log in to and access the Software, which shall not be excluded as a result of this provision); biometric information or genetic data; Personal Information of or about any individual under the age of eighteen (18); or any other forms of Personal Information that are included in any definition of “sensitive personal information,” “sensitive data,” “special categories of personal data,” or similar terms or concepts as used in Data Privacy Laws.

  7. Subscriptions; Fees and Payment.

    1. Subscription Plans. We offer subscription plans to our Software (which may include “free” subscriptions and one or more tiers of “paid” subscriptions) in accordance with the subscription terms listed on our standard pricing page online and the terms of your Order. Unless otherwise specified in your Order, all subscriptions automatically renew on a monthly basis unless terminated in accordance with this Agreement. Unless you have agreed to a spend commitment with us or a similar mechanism in which Fees are determined based on your ongoing, multi-month subscription to the Software, you may change your subscription plan (including by converting from a “free” to a “paid” subscription model, or vice versa) at any time by updating your subscription preferences from within your account settings on the Software. Any such changes will take effect upon the beginning of your next billing cycle.

    2. API Call Packs. Certain subscription plans may include a designated number of monthly API Calls that you are permitted to make through the Software. If you have registered for a “paid” subscription plan and have exhausted the API Calls included within your subscription, and if your Order does not otherwise specify the terms and/or pricing applicable to your consumption of additional API Calls, we may provide you with the opportunity to purchase additional API Call Packs in accordance with the applicable terms listed on our standard pricing page online. Such API Call Packs do not expire and will remain available for use until consumed; provided, however, that if you convert your subscription from a “paid” to “free” subscription model, any unused API Call Packs will expire upon the conclusion of your then-current monthly billing cycle (i.e., such API Call Packs will not “roll over” to your free subscription). For clarify, API Calls will be deemed to be consumed in the following order: (i) first, from the monthly allocation included within your subscription; and (ii) second, from any purchased API Call Packs in the order in which they were purchased.

    3. Fees. If you elect to use our Software on a paid basis and unless otherwise specified in your Order, you will pay to us the fees and charges for: (i) the applicable Software subscription plan you select (“Subscription Fees”); (ii) any API Call Packs you purchase in connection with your paid subscription (“API Call Fees”); and (iii) any other paid services that we provide and you elect to purchase, in each case at the prices listed on our standard pricing page online (collectively, the “Fees”), in accordance with this Section 7. Except as otherwise set forth in your Order (including if you have agreed to a spend commitment with us or a similar mechanism in which Fees are determined based on your ongoing, multi-month subscription to the Software), we may change the Fees for Software at any time and in our sole discretion; provided, however, that any changes to Subscription Fees or other recurring fees will not take effect until the next billing cycle following the date of the price change. All purchases are final, all payment obligations are non-cancelable and (except as otherwise expressly provided in this Agreement or in your Order) all Fees once paid are non-refundable.

    4. Payment Terms. You will make all payments in U.S. dollars via credit card, debit card, or such other payment method acceptable to us in accordance with the payment schedule set forth in your Order. Unless otherwise stated in your Order: (i) we will charge (and you will pay) all Subscription Fees on a monthly basis, in advance, and (ii) we will charge (and you will pay) all API Call Fees at the time of purchase. You must provide us with a current and valid method of payment for Subscription Fees and other recurring Fees that is acceptable to us, such as a credit card or debit card (as such may be updated by you from time to time, “Payment Method”). By providing your Payment Method information to us you hereby authorize us to charge you the applicable Fees as set forth in your Order using the Payment Method. You are responsible for providing complete and accurate billing information and notifying us of any changes to that information.

    5. Taxes. Our Fees do not include taxes and similar assessments. We will pass along to you the cost of any sales and excise (and other similar) taxes, duties, and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income. If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill, and once collected from you we will remit those amounts to the applicable authority. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.

  8. Ownership and IP.

    1. CardSight AI IP. As between you and us, we are and will remain the sole and exclusive owner of all right, title, and interest in and to the Software and Documentation (excluding, for the avoidance of doubt, any of Your Data or Confidential Information), including all associated features, functionality, software, content, materials, and services made available thereon by us, including all new versions, Updates, configurations, revisions, derivative works, improvements and modifications of any of the foregoing, the look and feel, ideas, algorithms, methods, and concepts underlying or embedded in any of the foregoing, and all related intellectual property rights (collectively, the “CardSight AI IP”). We are not granting you any right, license, or authorization with respect to the CardSight AI IP except as we’ve specifically provided in Section 3 above. For the avoidance of doubt, nothing in this Agreement grants to you any rights whatsoever in or relating to the source code of the Software. We reserve all other rights in and to the CardSight AI IP.

    2. Your Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all of Your Data, including all intellectual property rights relating to Your Data, subject to the rights you grant to us in this Section 8(b). You grant to us and our subcontractors all such rights and permissions in or relating to Your Data as are necessary or useful to: (i) provide and maintain the Software and any other services you request from us; (ii) enforce this Agreement and exercise our rights and perform our obligations under this Agreement; (iii) build or improve the quality of our Software; and (iv) research and develop new products and services. Additionally, you expressly grant us the right to access and use Your Data for the purposes of training, refining, and otherwise improving the machine learning, large language, or other artificial-intelligence models included as part of our Software.

    3. Usage Data. We may collect diagnostic, metadata, telemetry, technical, and other statistical information regarding your and your End Users’ use of and the performance of the Software (“Usage Data”), such as data on what features and functions are being used and to what extent, and information about users’ computers, systems, and software used to access the Software. We may use Usage Data for monitoring, enhancing, and improving the Software. Usage Data is not and will not be deemed to be Your Data under this Agreement.

    4. Feedback. You may provide us with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Software (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire, or assert any intellectual property right or other right, title, or interest in or to the Feedback; (ii) we may have development ideas similar to the Feedback; and (iii) CardSight AI is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant us and our affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including to copy, modify, create derivative works of, publish, distribute, and commercialize) Feedback in any manner and for any purpose.

  9. Third-Party Materials. The Software may display, include, or otherwise make available certain third-party content and data (including trading card or collectibles pictures, identification data, pricing or market data, and other information, products, services, code, and/or other materials), or provide links to third-party websites, social media platforms, or other services (collectively, “Third-Party Materials”). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and any links or other access thereto are provided solely as a convenience to you for general informational purposes, and you access and use them entirely at your own risk and subject to (where applicable) such third parties’ terms and conditions. We expressly disclaim all liability and responsibility arising from any reliance placed on Third-Party Materials by you, your End Users, or by any other person who may be informed of the contents of the Third-Party Materials. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on any Third-Party Materials at any time without notice or liability to you.

  10. Term and Termination.

    1. Term. The term of this Agreement and your subscription to the Software (the “Term”) commences on the date you accept this Agreement in accordance with Section 1 above and, unless otherwise agreed by you and us in your Order, continues on a month-to-month basis until it is terminated in accordance with this Agreement. Except as otherwise set forth in your Order (including if you have agreed to a spend commitment with us or a similar mechanism in which Fees are determined based on your ongoing, multi-month subscription to the Software), either party may cancel the automatic monthly renewal of the Term at any time upon notice to the other (which in this instance may be given by email or by selecting the “Cancel My Subscription” or similarly-worded option in your account settings on the Software) at any time prior to the end of the then-current monthly subscription period (and if such notice of cancellation is given in accordance with this Section, then the Term shall continue until the end of the then-current monthly subscription period and then terminate).

    2. Termination. We may terminate this Agreement at any time, immediately upon written notice to you, if you (i) materially breach any provision of this Agreement; (ii) engage in any illegal activity in connection with this Agreement; or (iii) otherwise use the Software to cause harm to us, other users, or the Software.

    3. Effect of Termination. The exercise of any right of termination under this Agreement will not affect any rights of either party that have accrued prior to the effective date of termination and will be without prejudice to any other legal or equitable remedies to which a party may be entitled. If this Agreement is terminated or expires, then: (i) all rights, licenses, and authorizations granted by one party to the other will immediately terminate, (ii) we may disable your and your End User’s access to the Software, and (iii) we each will cease all use of the other party’s Confidential Information and (upon written request) promptly destroy or return all of the other party’s Confidential Information, except that we may retain copies of your Confidential Information (including Your Data) as required by applicable laws and we may retain copies of your Confidential Information (including Your Data) stored in electronic archived or backup systems until such copies are deleted in the ordinary course in accordance with our data retention policies, provided that in either case any such retained copies shall remain protected to the standards of this Agreement for so long as they are retained.

    4. Surviving Terms. This Section 10(d) and Sections 5 (Confidentiality), 6 (Data Privacy), 8 (Ownership and IP), 10(c) (Effect of Termination), 11(b) (Disclaimer of Warranties), 12 (Indemnification), 13 (Limitations of Liability), 14 (Miscellaneous) and 15 (Definitions) will survive any expiration or termination of this Agreement.

  11. Representations and Warranties.

    1. By You Regarding Your Data. You represent and warrant that: (i) your and your employees’, contractors’ and agents’ collection and use of all of Your Data (including your choice to upload and process Your Data to and through the Software as contemplated in this Agreement) and your Confidential Information is consistent with your own privacy policy and your license agreements and other agreements with third parties; (ii) you either own, or have all rights, permissions, and consents that are necessary to permit us, our subcontractors, and the Software to store, use, and otherwise process as contemplated in this Agreement, all of Your Data and your Confidential Information; and (iii) our and our subcontractors’ access to and storage, use, and other processing of Your Data and your Confidential Information (including all Personal Information included in Your Data and your Confidential Information) in accordance with this Agreement does not and will not violate any applicable law, rule, or regulation or infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, or other right of any person or entity. You will defend us from and against any Claims brought by a third party, and you will indemnify and hold us harmless from any Losses associated with such third party Claims, in each case to the extent the same are based on allegations that you (or any other employee, contractor, or agent under your control or direction or acting on your behalf) or your End Users have breached any representation or warranty in this Section.

    2. Disclaimer of Warranties. ALL OF OUR SOFTWARE, SERVICES, AND CARDSIGHT AI IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT INFORMATION PROVIDED THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND.

  12. Indemnification.

    1. By Us Regarding our Software. We will defend you from and against any Claims brought by a third party, and will indemnify and hold you harmless from any Losses associated with such third party Claims, in each case to the extent the same are based on allegations that the Software or your use thereof (excluding Your Data or Confidential Information or any Third-Party Materials) infringe any U.S. patent, copyright, or trademark of such third party, or misappropriate the trade secret of such third party (each, an “Infringement Claim”). Notwithstanding the foregoing, we will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (i) access to or use of the Software in combination with any hardware, system, software, network, or other materials or service not provided by us (or authorized in the Documentation or otherwise in writing by us); (ii) modifications or configurations made to the Software by anyone other than us or a party acting under our direction without our prior written consent; or (iii) any action taken by you (including any of your employees, contractors, or agents) or any End User relating to use of the Software that violates this Agreement.

    2. Mitigation for Infringement Claims. If the Software is, or in our opinion is likely to be, the subject of an Infringement Claim, or if your or any of your End User’s use of the Software is enjoined or threatened to be enjoined, we will, at our option and our sole cost and expense: (i) obtain the right for you to continue to use the allegedly infringing Software as contemplated by this Agreement, (ii) modify or replace the allegedly infringing Software to make such Software (as so modified or replaced) non-infringing, without causing a material loss of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then we may immediately terminate this Agreement upon written notice and without any liability to you and we will promptly provide a pro rata refund of any paid but unearned Fees.

    3. By You. You will defend us from and against any Claims brought by a third party, and you will indemnify and hold us harmless from any Losses associated with such third party Claims, in each case to the extent the same are based on allegations that you (including any of your employees, contractors, or agents) have breached or violated any representations, warranties, limitations, restrictions, covenants, or other obligations in this Agreement.

    4. Indemnification Procedures. If a party reasonably believes it is entitled to indemnification under this Agreement, such party (the “Indemnified Party”) promptly must give the other party (the “Indemnifying Party”) written notice of the claim of indemnification, provided that an Indemnified Party’s failure to notify the Indemnifying Party will not diminish the Indemnifying Party’s indemnification obligations except to the extent the Indemnifying Party is materially prejudiced as a result of such failure. Any such notice shall set forth in reasonable details the facts, circumstances, and basis of the applicable Claim. Upon receipt of notice of the assertion of a Claim, the Indemnifying Party will have the right to control the defense or settlement of the matter at its own expense and with counsel of its choice, provided that the Indemnifying Party shall not enter into any settlement of the relevant Claim without written consent of the Indemnified Party (not to be unreasonably withheld). The Indemnified Party must cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, to facilitate the defense, compromise, or settlement of any Claims. The Indemnified Party may employ separate counsel and participate in any indemnified Claim, but the fees and expenses of such counsel will be at the expense of the Indemnified Party.

  13. Limitation of Liability. IN NO EVENT WILL WE BE LIABLE TO YOU, YOUR EMPLOYEES, CONTRACTORS, OR AGENTS, YOUR END USERS, OR TO ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND OR NATURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, DIRECT DAMAGES) IN EXCESS OF THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING YOUR FIRST CLAIM AGAINST US HEREUNDER. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WE HAVE ANY LIABILITY WITH RESPECT TO OUR OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF BUSINESS OR LOSS OF PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  14. Miscellaneous.

    1. Entire Agreement. This Agreement, together with your Order, is the entire agreement between the parties on the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements (oral or written) and all past dealing or industry custom. We are not and will not be bound by (and we hereby expressly reject throughout the Term) any of the terms and conditions of (or that may be incorporated by reference in) any other purchase order, receipt, acceptance, confirmation, or other correspondence provided by you.

    2. Amendment, Severability and Waiver. Except as expressly set forth in Section 2 above, no change, consent, or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers, or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers, and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

    3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflicts of law provisions. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal or state courts of the United States located in York County, Maine, except that we reserve the right to bring any suit, action, or proceeding against you for breach of this Agreement in your jurisdiction of organization or residence. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

    4. Notices. All notices under this Agreement must be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery. Notice to you may be sent to the mailing address or email address associated with your user account. Notice to us may be sent to the mailing address or email address listed on our website.

    5. Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.

    6. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

    7. Relationship of the Parties. The relationship between the parties is that of independent contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

    8. Force Majeure. Neither party will be liable for any delays or non-performance of its obligations arising out of actions or decrees of governmental authorities (including enactment or adoption of law or regulation) following the first date you accept this Agreement, criminal acts of third parties, telecommunication failures not caused by a party, problems with equipment or software provided by other parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire, or other similar causes not within such party’s reasonable control (each, a “Force Majeure Event”). In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate this Agreement if a Force Majeure Event affecting the other continues substantially uninterrupted for a period of thirty (30) days or more.

    9. Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 3(b) (Limitations and Restrictions), Section 3(d) (Responsibility for End Users), or Section 5 (Confidentiality) of this Agreement would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

    10. Conflict in Terms. If there is a conflict between this Agreement and your Order, the terms of the Order shall govern the provision of the Software and/or any services involved; provided, however, that nothing in your Order may modify or supersede anything in Sections 3(b) (Limitations and Restrictions), 3(d) (Responsibility for End Users), 8 (Ownership and IP), 11 (Representations and Warranties), 12 (Indemnification), or 13 (Limitation of Liability) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the Order and the parties have expressly agreed in the Order to modify or alter the relevant provision of this Agreement.

  15. Other Definitions. Capitalized terms that are used as defined terms in this Agreement and not otherwise defined in context have the meanings described below:

“API Call” means a single request to the Software API initiated through your account on the Software. For clarity, an API Call shall be deemed to have occurred at the time a request to the Software API is invoked from your account, regardless of the nature of the Software’s response to such call or whether such API Call produces a “successful” outcome (e.g., a positive identification match for a trading card).

“API Call Packs” means a defined number of additional API Calls made available by us to you for purchase, pursuant to the terms of an Order.

“Claim” means any investigation by a governmental body, claim, suit, action, or proceeding.

“Documentation” means the then-current online, electronic, and written user documentation and guides we make available to you which describe the functionality, components, features, or requirements of the Software, as we may update from time to time in our discretion.

“End User” means your consumers, customers, clients, and other end users of your End User Application.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system, or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

“Loss” means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.

“Order” means the order form, addendum, subscription purchase confirmation page, check-out page, or similar ordering webpage, landing page, or written document presented and offered to you by us and confirmed or otherwise accepted by you, in each case that references this Agreement as part of the confirmation or acceptance process. An Order may specify applicable pricing and fees, a limit to the number of API Calls you are authorized to make through the Software, certain other volume or usage limitations, and other terms.

“Permitted Use” means either: (a) if you are an individual, for your own personal, non-commercial purposes; or (b) if you are an individual or a business or other legal entity, for the purposes of incorporating the Software within your End User Application.

“Your Data” means information, data, text, pictures, records, or other content or materials that are submitted to or uploaded directly by you, your employees, contractors, or agents, or your End Users by or through the Software for the purposes of being processed using the Software.

We use cookies to improve your experience and analyze site traffic. By clicking 'Accept', you agree to our use of cookies for analytics.