Terms of Service

These Terms of Service (the "Terms") govern access to and use of the CardBase mobile application and website, including all related features and services (collectively, the "Service"), operated by Obsidian Ridge Holdings LLC ("CardBase," "Company," "we," "us," or "our").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

1. Eligibility

You must be at least 13 years old to create a CardBase account. If you are between 13 and 18 years old, you may use the Service only with the involvement and consent of a parent or legal guardian.

Vendor accounts — accounts that list inventory for sale or trade, or otherwise transact commercially through the Service — may only be created and operated by individuals who are at least 18 years old, or by a business entity acting through an authorized representative who is at least 18 years old.

Accounts are personal and non-transferable. Only one account per individual or business is permitted unless we expressly authorize otherwise. If you create or use an account on behalf of a business entity, you represent that you are authorized to bind that entity to these Terms.

2. Account Registration and Security

To use most features of the Service, you must create an account and provide accurate, current information, including your email address, name and/or business name, and username. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us promptly at [email protected] if you become aware of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

We reserve the right to refuse registration, or to suspend or terminate any account, if we believe the information provided is inaccurate, if the account is a duplicate created to circumvent a prior restriction, or for any reason described in Section 16.

3. Description of the Service

CardBase provides tools for trading card collectors and vendors, including inventory management, trade calculation, show profit-and-loss tracking, references to third-party grading data (including from PSA, CGC, BGS, and TAG), a social feature for user posts and interactions, and a show calendar with location-based features. Certain features described in our marketing materials may not yet be active in all versions of the Service; features are made available, modified, or removed at our discretion.

We may, without notice or obligation, modify, suspend, or discontinue any part of the Service, including for routine or emergency maintenance.

4. No Investment Advice; Collectible Risks

Nothing made available through the Service — including pricing data, market-value estimates, grading references, or any other content ("Content") — constitutes legal, tax, investment, financial, or professional advice. Content is informational in nature and does not account for your individual circumstances. CardBase is not a fiduciary by virtue of your use of the Service.

Trading cards and other collectibles involve inherent risk, including risk of loss. Past pricing performance is not a guarantee or predictor of future value. You are solely responsible for evaluating the merits and risks of any purchase, sale, trade, or valuation decision, and should not rely solely on Content available through the Service in making such decisions.

5. Third-Party Data Disclaimer

The Service may display or reference data originating from third parties, including grading and certification information from PSA, CGC, BGS, and TAG, and pricing or market-value information aggregated from third-party marketplaces and data sources. CardBase does not independently verify, and makes no warranty regarding, the accuracy, completeness, or timeliness of third-party data displayed within the Service. Grading determinations and certifications are made solely by the applicable third-party grading company, not by CardBase, and CardBase has no ability to alter, dispute, or guarantee the accuracy of those determinations.

6. License to Access the Service

Subject to your compliance with these Terms, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Service for your personal or, if applicable, vendor business use in accordance with these Terms. We may revoke this license at any time in our sole discretion, including for a violation of Section 10 or Section 11.

This license does not include any right to: resell or make commercial use of the Service or its Content beyond your own inventory and trade activity conducted through the Service; copy, reproduce, or create derivative works of the Service's software, design, or compiled data except as expressly permitted; or use any automated means to access the Service except as described in Section 11.

7. User Content

License to CardBase. By submitting inventory listings, trade records, show information, posts, comments, images, or other content to the Service ("User Content"), you grant CardBase a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, and distribute your User Content solely as necessary to operate, provide, and improve the Service, including displaying your public content to other users as intended by the Service's features. This license ends when you delete the applicable User Content or your account, except to the extent your content has been shared with, or copied by, other users through normal use of the Service prior to deletion.

Your Responsibility. You are solely responsible for your User Content and represent that you have the necessary rights to submit it and that it does not violate these Terms, any applicable law, or the rights of any third party.

No Obligation to Monitor. We have the right, but not the obligation, to monitor User Content for compliance with these Terms and applicable law. We may remove or restrict access to User Content, and may suspend or terminate accounts, that violate these Terms, our community guidelines, or applicable law.

8. Feedback

If you send us ideas, suggestions, or feedback about the Service ("Feedback"), you agree that such Feedback is given voluntarily, is non-confidential, and may be used by CardBase for any purpose without compensation or attribution to you.

9. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Harass, abuse, threaten, or harm another user;
• Post content that is unlawful, fraudulent, defamatory, or infringes the intellectual property or other rights of any third party;
• List counterfeit, stolen, or misrepresented items for sale or trade, or manipulate the price of any listing;
• Interfere with or disrupt the integrity or performance of the Service, including through the introduction of malware, viruses, or other harmful code;
• Attempt to gain unauthorized access to the Service, other accounts, or systems or networks connected to the Service; or
• Engage in any conduct described as prohibited in Section 10 below.

We are the sole arbiter of what constitutes a violation of this Section, and our decisions relating to account suspension, termination, or content removal under this Section are final.

10. Prohibited Scraping, Data Harvesting, and Republication

CardBase invests substantial time, effort, and resources into compiling, organizing, and maintaining the data, listings, pricing information, and other content available through the Service (the "CardBase Data"). The CardBase Data, including our compiled and aggregated database structure, is a core asset of our business and is protected under this Section in addition to any protection available under Section 12 (Intellectual Property).

10.1 Prohibited Conduct. Except as expressly permitted in writing by CardBase in advance, you may not, and may not permit or assist any third party to:

• Use any robot, spider, scraper, crawler, data-mining tool, browser extension not authorized by CardBase, headless browser, automated script, or other automated means to access, extract, collect, harvest, copy, index, or monitor any portion of the Service or the CardBase Data;
• Systematically download, extract, or reproduce all or a substantial portion of the CardBase Data, whether through automated or manual means, for use outside the Service;
• Republish, redistribute, syndicate, mirror, frame, or make available the CardBase Data, or any compilation or derivative thereof, on any other website, application, database, or platform;
• Use the CardBase Data, or any part of it, to build, train, populate, or improve a competing product, service, or database;
• Circumvent, disable, or interfere with any rate limiting, authentication requirement, CAPTCHA, access control, or other technical measure implemented to restrict or monitor access to the Service;
• Deep-link, page-scrape, or otherwise reproduce or circumvent the navigational structure or presentation of the Service;
• Access the Service through any interface or method other than the currently published user interface or an API expressly authorized by CardBase in writing, subject to any separate API terms; or
• Use any automated means to create accounts, submit content, or otherwise interact with the Service in a manner that a human user would not.

10.2 Basis for Restriction. Your access to the Service and the CardBase Data is expressly conditioned on your compliance with this Section 10. Any access or use in violation of this Section is unauthorized and exceeds the scope of any license granted to you under Section 6, and constitutes, among other things, a breach of contract and trespass to CardBase's computer systems.

10.3 Remedies. You acknowledge that a violation of this Section 10 would cause CardBase irreparable harm for which monetary damages alone would be an inadequate remedy, and that CardBase is entitled to seek injunctive and other equitable relief, in addition to monetary damages, without the necessity of posting a bond, to prevent or curtail any actual or threatened violation. CardBase further reserves the right to immediately suspend or terminate, without notice, any account associated with a violation of this Section, to block access from associated IP addresses or devices, and to pursue all available legal remedies, including recovery of attorneys' fees and costs to the extent permitted by applicable law.

10.4 No Waiver by Detection Method. CardBase's use or non-use of any particular technical measure to detect or prevent conduct prohibited by this Section does not waive or limit CardBase's rights or remedies under this Section or applicable law.

11. Intellectual Property

The Service, including its design, software, features, and the compiled CardBase Data (as a compilation, independent of the underlying facts it may reference), is owned by CardBase or its licensors and is protected by copyright, trademark, trade dress, and other intellectual property laws, including copyright in the selection, coordination, arrangement, and enhancement of the CardBase Data. Except for the limited license granted in Section 6, no rights are granted to you by implication, estoppel, or otherwise.

"CardBase," the CardBase logo, and other CardBase marks are trademarks of Obsidian Ridge Holdings LLC. You may not use these marks without our prior written permission. Linking to the Service without our prior written consent, framing any portion of the Service, or implying an affiliation with CardBase that does not exist, is prohibited.

12. Fees and CardBase Pro Subscriptions

12.1 Free and Paid Features. You can create an account and use parts of the Service for free. CardBase Pro is an optional paid subscription. The features included with the Service and with CardBase Pro may change at any time, and we do not promise that any particular feature will remain available, free or paid. Any other fees, such as those connected with hosting a Show under Section 26.8, are presented to you before they apply.

12.2 Where You Subscribe. You can subscribe to CardBase Pro through in-app purchase in our iOS app, which is billed by Apple ("App Store Subscription"), or on our website, which is billed by our third-party payment processor ("Web Subscription"). The price, billing period, and any free trial are shown to you before you confirm. Prices may differ between the App Store and our website and between countries, and may include applicable taxes.

12.3 Automatic Renewal. Every CardBase Pro subscription renews automatically at the end of each billing period, for the same length of time and at the then-current price, until you cancel. An App Store Subscription renews unless you cancel at least 24 hours before the end of the current period, and Apple charges your Apple Account for the renewal within the 24 hours before the period ends. A Web Subscription renews unless you cancel before the end of the current period.

12.4 Free Trials and Offers. If a free trial is offered, its length is shown before it starts. Unless you cancel at least 24 hours before an App Store trial ends, or before a Web Subscription trial ends, you will be charged the subscription price when the trial ends. Apple allows one introductory offer, such as a free trial, per Apple Account, and we allow one free trial per CardBase account. A valid code may change the length of a trial. Any unused part of a free trial ends when you buy a subscription that replaces it. Promotional offers, including a free month earned through our referral program, apply on the terms shown to you when you claim them, have no cash value, and cannot be transferred. Offers obtained through fake accounts, self-referrals, or other abuse of the referral program may be revoked. We may change or end the referral program or any offer at any time, but changes will not affect offers you have already claimed.

12.5 Cancelling. You can cancel an App Store Subscription in your Apple Account settings (on iPhone: Settings, then your name, then Subscriptions), or by tapping Manage Subscription in CardBase Settings, which opens Apple's subscription page. Apple manages App Store Subscriptions, and we cannot cancel one for you. You can cancel a Web Subscription by tapping Manage Subscription in CardBase Settings. When you cancel, you keep CardBase Pro until the end of the period you have already paid for, and you will not be charged again. Deleting your CardBase account does not cancel an App Store Subscription, so cancel it through Apple first.

12.6 Refunds. Apple handles all billing and refunds for App Store Subscriptions under its own terms. We cannot issue refunds for App Store purchases. You can request one from Apple at reportaproblem.apple.com. Payments for Web Subscriptions are non-refundable, and we do not provide refunds or credits for partial periods, except in extenuating circumstances where CardBase decides, at its sole discretion, to grant one, or where required by law.

12.7 Price Changes. We may change the price of CardBase Pro. A price change applies starting with your next renewal after you are notified. For an App Store Subscription, Apple notifies you of the change and, where required, asks you to agree to the new price. If you do not agree, your subscription ends at the end of the current period. For a Web Subscription, we will notify you by email before the new price applies, and you can cancel before then.

12.8 Apple's Terms. App Store Subscriptions are also subject to the Apple Media Services Terms and Conditions. Apple processes the payment, but these Terms are between you and CardBase, and Section 13 describes Apple's limited role.

13. Third-Party Platforms

If you access the Service through the Apple App Store or Google Play Store, you acknowledge that these Terms are between you and CardBase only, not with Apple Inc. or Google LLC. Apple and Google are not responsible for the Service or its content, and have no obligation to furnish maintenance or support for the Service. In the event of any failure of the Service to conform to an applicable warranty, you may notify Apple or Google, and they may refund the purchase price (if any); to the maximum extent permitted by law, Apple and Google have no other warranty obligation with respect to the Service. Apple and Google are not responsible for addressing any claims relating to the Service, including product liability claims, legal or regulatory compliance claims, or claims under consumer protection law. Apple and Google, and their respective subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the Service, and each will have the right to enforce these Terms against you as a third-party beneficiary.

14. Electronic Notices and Communications

When you create or use an account, or communicate with us, you are communicating with us electronically and consent to receive communications from us electronically, including by email or through in-app notices. You agree that these electronic communications satisfy any legal requirement that such communications be in writing.

15. Links to Third-Party Websites

The Service may contain links to websites or services operated by third parties, including grading companies and marketplaces. We do not control, and are not responsible for, the content, availability, or privacy practices of these third-party sites. Your dealings with any third party linked from the Service, including any purchase, sale, or trade transaction, are solely between you and that third party.

Links to eBay and TCGplayer may be affiliate links. If you make a purchase after clicking one, CardBase may earn a commission from that marketplace at no extra cost to you. Affiliate relationships don't affect the prices we display or how we rank listings.

16. Termination

You may stop using the Service and delete your account at any time as described in our Privacy Policy. We may suspend or terminate your access to the Service, with or without notice, for conduct that violates these Terms, poses a risk to other users or the Service, or for any other reason at our discretion, including if we discontinue the Service. If we suspend or terminate your account, fees you have already paid are not refunded, except where required by law. Deleting your account does not cancel an App Store Subscription; see Section 12.5.

Sections 4, 5, 8, 10, 11, 18, 19, 20, 22, and 26 survive termination of these Terms or your account.

17. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT AND DATA MADE AVAILABLE THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CARDBASE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PRICING, GRADING, OR OTHER DATA PROVIDED THROUGH THE SERVICE IS ACCURATE OR COMPLETE.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CARDBASE, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARDBASE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID TO CARDBASE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER.

If you have a dispute with one or more users, you release CardBase, its officers, directors, employees, and agents from claims, demands, and damages arising out of or connected with such disputes, to the fullest extent permitted by law.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

19. Indemnification

You agree to defend, indemnify, and hold harmless CardBase and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any law or the rights of a third party.

20. Export Control

The Service may be subject to United States export control laws. You may not access or use the Service if you are located in, or are a national or resident of, any country subject to a U.S. government embargo, or if you are listed on any U.S. government list of prohibited or restricted parties.

21. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Oklahoma, without regard to its conflict of laws principles, except to the extent preempted by or inconsistent with the Federal Arbitration Act as described in Section 22.

22. Dispute Resolution; Arbitration; Class Action Waiver

22.1 Agreement to Arbitrate. Except as provided below, you and CardBase agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Claim") will be resolved through binding individual arbitration or in small claims court, rather than in court before a judge or jury, except as set forth in this Section.

22.2 Informal Resolution First. Before filing an arbitration demand or small claims action, you and CardBase agree to first try to resolve the dispute informally. You must send a written Notice of Dispute to [email protected] describing the claim and the relief sought. The parties agree to negotiate in good faith for at least 30 days after the Notice is received before commencing formal proceedings. This informal resolution process is a mandatory condition before either party may initiate arbitration or small claims proceedings.

22.3 Arbitration Procedure. Arbitration will be conducted by a recognized arbitration provider under its consumer arbitration rules then in effect, except where those rules conflict with this Section, in which case this Section controls. The arbitrator may award any relief that would be available in court, including injunctive relief, on an individual basis only.

22.4 Class Action Waiver. YOU AND CARDBASE AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If a court or arbitrator determines this class action waiver is unenforceable as to a particular claim or request for relief, that claim or request for relief (and only that one) will be severed and may proceed in court, while the remainder of any Claims proceed in arbitration.

22.5 Batch Proceedings. If 25 or more substantially similar arbitration demands are filed against CardBase by or with the coordinated assistance of the same counsel or organization within a reasonably proximate period, the parties agree to cooperate in resolving those claims through a batched or consolidated procedure administered by the arbitration provider, to the extent such a procedure is available, in order to promote efficient resolution.

22.6 Right to Opt Out. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first creating a CardBase account, stating your name, account email, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor CardBase will be required to arbitrate Claims with each other, but all other provisions of these Terms, including Section 21, will continue to apply.

22.7 Exceptions. Notwithstanding the foregoing, either party may bring a claim in court to prevent the infringement, misappropriation, or violation of a party's intellectual property or other proprietary rights, including claims under Section 10 (Prohibited Scraping, Data Harvesting, and Republication).

22.8 Jury Trial Waiver. If for any reason a Claim proceeds in court rather than arbitration, you and CardBase each waive any right to a jury trial for that Claim.

23. Notice for California Users

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

24. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice through the Service or by other reasonable means before the changes take effect. Your continued use of the Service after the effective date of any revised Terms constitutes acceptance of the changes.

25. Miscellaneous

These Terms, together with our Privacy Policy, constitute the entire agreement between you and CardBase regarding the Service and supersede any prior agreements. The relationship between you and CardBase is that of independent parties; nothing in these Terms creates an agency, partnership, joint venture, or employment relationship. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later. You may not assign your rights or obligations under these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

26. Hosting a Show on CardBase

If you reserve or occupy table space at a Show rather than hosting one, this Section does not apply to you. Your participation is governed by the Vendor Table License and Liability Waiver, which you accept at checkout.

26.1 Application and Acceptance

This Section governs your use of the Service to list events, offer and reserve table space, collect fees, and communicate with vendors. You accept it by creating or converting a host account, listing an event, or receiving any payment through the Service, whichever occurs first. It supplements the rest of these Terms; where this Section and the remainder of these Terms conflict on the relationship between you and CardBase as a host, this Section controls, and on every other matter the remainder of these Terms controls.

26.2 Definitions

"Show" means any event Host lists, organizes, promotes, or operates using the Service. "Host" means the party listing or operating a Show. "Vendor" means any party reserving or occupying table space at a Show. "Vendor Agreement" means the then-current CardBase Vendor Table License and Liability Waiver.

"Host Parties" means Host and its owners, officers, directors, members, managers, employees, contractors, agents, volunteers, staff, and security personnel. "CardBase Parties" means CardBase, Obsidian Ridge Holdings LLC, and their respective owners, officers, directors, members, managers, employees, contractors, agents, insurers, successors, and assigns.

"Show Matter" means any claim, demand, suit, investigation, fine, penalty, loss, or liability arising out of or relating to a Show, a venue, a Vendor, an attendee, or any transaction, injury, or property loss occurring at or in connection with a Show. "Platform Matter" means any claim, demand, suit, investigation, fine, penalty, loss, or liability arising out of or relating to the CardBase software, its operation, its data, or its intellectual property, other than a Show Matter.

26.3 Role of CardBase

CardBase provides software: event listing, table reservation, vendor communication, fee collection tooling, and related features. That is the entirety of what CardBase provides.

CardBase is not the organizer, promoter, operator, producer, sponsor, co-sponsor, landlord, security provider, or insurer of any Show. CardBase does not control any venue, floor plan, staffing decision, admission policy, show rule, vendor selection, or pricing decision. CardBase has no presence at, and no duty of care with respect to, any Show.

CardBase does not vet, screen, background check, verify, authenticate, endorse, or vouch for any Vendor, attendee, item, or venue. Any verification badge, rating, review, flag, or ban-list entry surfaced by the Service is informational only and is not a warranty. Host remains solely responsible for its own diligence on every Vendor and every counterparty. The disclaimer of warranties in Section 17 applies in full to the hosting features of the Service.

26.4 Host Responsibilities

Host is solely responsible for, and will bear the entire cost of:

• (a) Securing and maintaining the legal right to occupy and use the venue, including the lease, license, or rental agreement and compliance with all of its terms;
• (b) All permits, licenses, certificates of occupancy, fire marshal approvals, and government authorizations required for the Show;
• (c) Compliance with all applicable law, including, without limitation, occupancy limits, fire and life safety code, the Americans with Disabilities Act and equivalent state law, public accommodation and anti-discrimination law, consumer protection law, and any applicable raffle, gaming, or sweepstakes law;
• (d) Show operations, including, without limitation, layout, load-in and load-out, staffing, admission, crowd control, first aid, sanitation, parking, and any security Host elects to provide;
• (e) Selecting, approving, admitting, monitoring, and where necessary removing Vendors and attendees;
• (f) Delivering the table space, hours, and amenities Host advertised;
• (g) Accurate listings. Every representation Host publishes through the Service regarding dates, location, hours, table pricing, amenities, attendance, and Show history is Host's own and must be accurate and not misleading;
• (h) All communications Host sends to Vendors and attendees;
• (i) All refunds, credits, cancellations, and rescheduling decisions, and all consequences of them;
• (j) All taxes arising from Host's operation of the Show, including, without limitation, any admissions, sales, use, income, and franchise tax.

Host will require every Vendor to accept the Vendor Agreement before occupying table space. Host will not modify, waive, or decline to enforce any provision of the Vendor Agreement that protects the CardBase Parties, and any purported waiver of those provisions is void as to CardBase.

26.5 Separation of Liability

26.5.1 Independent parties. Host and CardBase are independent contracting parties. Nothing in these Terms, and no course of dealing, joint listing, shared branding, co-marketing, revenue share, or fee collection arrangement, creates a partnership, joint venture, agency, franchise, employment, fiduciary, or joint enterprise relationship between them. Neither party is the agent, servant, employee, representative, alter ego, successor, or affiliate of the other for any purpose.

26.5.2 CardBase not liable for Show Matters. As between Host and CardBase, Host is solely and exclusively liable for every Show Matter. The CardBase Parties have no liability whatsoever for any Show Matter, including, without limitation, any liability premised on negligence, premises liability, negligent hiring, negligent supervision, negligent security, failure to warn, vicarious liability, respondeat superior, apparent or ostensible agency, joint enterprise, joint and several liability, aiding and abetting, or any theory of successor, alter ego, or enterprise liability. Host will not assert, and hereby waives, any claim, cross-claim, counterclaim, contribution claim, or claim for indemnity against any CardBase Party arising from a Show Matter.

26.5.3 Host not liable for Platform Matters. As between Host and CardBase, CardBase is solely and exclusively liable for every Platform Matter. Host has no liability for any Platform Matter, including, without limitation, claims that the CardBase software infringes a third party's intellectual property, claims arising from a security incident affecting CardBase systems, or claims arising from CardBase's own data practices, except to the extent the matter arises from Host's own breach of these Terms, Host's misuse of the Service, Host's own data practices, or content Host supplied.

26.5.4 No authority to bind. Neither party may make any representation, warranty, commitment, promise, or agreement on behalf of the other, or hold itself out as authorized to do so. Host will not describe CardBase as an organizer, sponsor, partner, co-host, presenter, insurer, or guarantor of any Show, and will not use CardBase's name, logo, or marks in a way that implies any of those relationships. CardBase will not describe Host as an operator, agent, or affiliate of CardBase. Any such statement made without the other party's prior written consent is unauthorized, and the party making it is solely liable for all consequences of it and will indemnify the other under Section 26.6.

26.5.5 Each bears its own. Each party bears its own liabilities, debts, obligations, taxes, judgments, settlements, fines, and defense costs. Neither party's assets, insurance, or accounts are available to satisfy the other's obligations. Nothing in these Terms is intended to, and nothing will be construed to, create any joint and several liability between the parties.

26.5.6 Mixed claims. If a third party asserts a claim implicating both a Show Matter and a Platform Matter, each party is responsible only for the portion attributable to its own acts, omissions, breach, or obligations under these Terms, allocated by comparative fault. Neither party is liable for the other's portion. Each party will cooperate reasonably in the defense and will not settle any portion in a way that imposes liability, obligation, or admission on the other without prior written consent.

26.5.7 Separate defense. Each party will retain and pay for its own counsel in any matter implicating both parties, unless they agree in writing to joint representation. Nothing in this Section 26.5 limits either party's indemnity obligations under Section 26.6.

26.5.8 Survival and construction. This Section 26.5 survives termination, is a material inducement to CardBase making the hosting features of the Service available, and will be construed and enforced to the maximum extent permitted by law. If any part of it is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stand.

26.6 Indemnification by Host

26.6.1 Host indemnity. In addition to the indemnity in Section 19, Host will defend, indemnify, and hold harmless the CardBase Parties from and against any and all claims, demands, suits, investigations, regulatory actions, fines, penalties, judgments, settlements, losses, liabilities, damages, and expenses, including, without limitation, reasonable attorneys' fees, expert fees, and costs, arising out of or relating to:

• (a) Any Show Matter;
• (b) Any act, omission, negligence, or misconduct of any Host Party;
• (c) Any injury to or death of any person, or damage to or loss of any property, at or arising from a Show;
• (d) Host's breach of these Terms or of any representation or warranty in them;
• (e) Host's failure to obtain any required permit, license, insurance, or venue right;
• (f) Any dispute between Host and a Vendor, an attendee, a venue, a sponsor, or a contractor, including, without limitation, any dispute over refunds, cancellation, table assignment, removal, or advertised terms;
• (g) Any listing, advertisement, attendance figure, projection, or statement Host published or authorized;
• (h) Host's violation of any law, including, without limitation, tax, employment, accessibility, anti-discrimination, gaming, and consumer protection law;
• (i) Any chargeback, payment dispute, or refund obligation arising from fees Host collected through the Service;
• (j) Host's handling, use, retention, or disclosure of Vendor or attendee personal information;
• (k) Any unauthorized statement described in Section 26.5.4 made by a Host Party.

26.6.2 CardBase indemnity. CardBase will defend, indemnify, and hold harmless Host from and against third-party claims alleging that the CardBase software, as provided by CardBase and used in accordance with these Terms, infringes that third party's United States patent, copyright, trademark, or trade secret. This is CardBase's sole indemnity obligation and Host's sole remedy for infringement. It does not apply to any claim arising from Host's content, Host's modification or misuse of the Service, or the combination of the Service with anything not supplied by CardBase.

26.6.3 Procedure. The indemnified party will give reasonably prompt notice of any claim, though delay excuses the indemnifying party only to the extent it is prejudiced. The indemnifying party controls the defense with counsel reasonably acceptable to the indemnified party, and the indemnified party may participate at its own expense. No settlement imposing any payment, obligation, admission, or injunctive relief on the indemnified party may be entered without that party's prior written consent.

26.7 Insurance

Host will maintain, at its own expense and for so long as Host uses the hosting features of the Service and for the duration of each Show:

• (a) Commercial general liability insurance, occurrence form, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, covering bodily injury, property damage, personal and advertising injury, and products and completed operations;
• (b) Any special event, liquor, or umbrella coverage the venue or applicable law requires;
• (c) Workers' compensation at statutory limits and employer's liability for all Host Parties who are employees.

Host will name CardBase and Obsidian Ridge Holdings LLC as additional insureds on a primary and non-contributory basis, will provide a certificate of insurance and additional insured endorsement on request and before the first Show, and will give thirty (30) days' notice of cancellation or material reduction. Host waives, and will cause its insurers to waive, all rights of subrogation against the CardBase Parties.

Host's insurance obligations are independent of, and do not limit, Host's obligations under Sections 26.5 and 26.6. Failure to maintain coverage does not reduce Host's liability.

26.8 Fees and Payments

26.8.1 Limited collection agent. Where Host uses the Service to collect table fees, CardBase acts solely as Host's limited agent for the purpose of receiving payment on Host's behalf. Host is the merchant of record and the seller of the table license. Payment by a Vendor to CardBase in that capacity discharges the Vendor's payment obligation to Host, and Host bears the risk of non-remittance only to the extent caused by CardBase's own failure.

26.8.2 Processing. Payments are processed by a third-party payment processor (currently Stripe, Inc.) and are subject to that processor's terms, which Host must accept separately. Where Host collects through its own connected payment account, Host is responsible for onboarding, identity verification, and maintaining that account in good standing.

26.8.3 Platform fee. CardBase does not currently charge a platform fee on table sales. If CardBase introduces one, the fee will be presented to Host before it applies, consistent with Section 12. Any platform fee, once charged, is non-refundable, including where Host refunds a Vendor.

26.8.4 Refunds and chargebacks. All refund decisions are Host's. Host is solely liable for every refund, chargeback, payment reversal, and associated fee arising from its Shows. CardBase may set off any such amount, plus its costs, against funds otherwise payable to Host, may require a reserve, and may invoice Host directly for any shortfall.

26.8.5 Taxes. Host is solely responsible for determining, collecting, reporting, and remitting all taxes on its own transactions. CardBase does not provide tax advice and makes no representation about Host's obligations.

26.9 Host Representations and Warranties

Host represents and warrants, continuously, that: it is at least 18 years old and has authority to bind the entity on whose behalf it acts; it holds all rights, permits, and venue authorizations necessary for each Show; all information it provides to CardBase and publishes through the Service is true, accurate, and not misleading; it is not subject to any injunction, ban, or order prohibiting it from operating events; no Host Party has been convicted of theft, fraud, forgery, counterfeiting, or receipt of stolen property within the past seven (7) years; and it will operate each Show in compliance with all applicable law and venue requirements.

26.10 Suspension and Termination of Hosting

In addition to Section 16, CardBase may suspend or remove any listing, restrict payment collection, suspend Host's account, or withdraw Host's access to the hosting features immediately and without prior notice where CardBase reasonably believes Host has breached these Terms, published false or misleading listing information, failed to deliver an advertised Show, generated a pattern of Vendor complaints or chargebacks, or engaged in unlawful, fraudulent, or unsafe conduct.

Either party may end Host's use of the hosting features for convenience on thirty (30) days' written notice. Doing so does not affect Shows already listed and paid for, obligations already accrued, or any provision that survives.

CardBase may, where lawful and in good faith, disclose to Vendors and to other hosts on the Service the fact and general basis of a suspension or removal. Host consents to that disclosure and releases the CardBase Parties from any resulting claim, including, without limitation, defamation, disparagement, and interference with business relations, absent actual malice.

26.11 Data

Each party is an independent controller of the personal information it collects and is responsible for its own compliance with applicable privacy law. Host may use Vendor and attendee information obtained through the Service only to operate the Show for which it was provided, will protect it with reasonable safeguards, will not sell or license it, and will not use it for unrelated marketing without the individual's consent. Host will notify CardBase without undue delay of any security incident affecting information obtained through the Service and is solely responsible for its own notification obligations.

26.12 Limitation of Liability for Hosts

To the fullest extent permitted by law, and notwithstanding Section 18, the total aggregate liability of the CardBase Parties to Host for any and all claims arising out of or relating to Host's use of the hosting features will not exceed the greater of (a) the total platform fees actually paid by Host to CardBase in the six (6) months preceding the event giving rise to the claim, or (b) One Hundred Dollars ($100.00).

In no event will either party be liable for lost profits, lost revenue, lost inventory value, loss of goodwill, business interruption, cost of substitute services, or any indirect, incidental, special, consequential, exemplary, or punitive damages, regardless of the theory of liability and even if advised of the possibility. This exclusion does not limit Host's obligations under Section 26.6.1 or either party's liability for its own fraud, willful misconduct, or breach of Section 26.11.

These limits apply even if a limited remedy fails of its essential purpose, and reflect the allocation of risk on which the hosting features are made available.

26.13 Publicity

Neither party will use the other's name, logo, or marks except as expressly permitted here or with prior written consent. Host grants CardBase a limited license to use Host's name, logo, Show name, and Show imagery to list, promote, and reference the Show on the Service and in CardBase marketing. Host warrants it holds the rights necessary to grant that license. Section 26.5.4 governs any statement implying a relationship beyond the one described in this Section 26.

26.14 Disputes Between Host and CardBase

Sections 21 and 22 govern the law, the forum, and the procedure for any dispute between Host and CardBase, including the agreement to arbitrate individually, the class action waiver, and the jury trial waiver. In addition, and solely as to disputes arising under this Section 26: any claim must be filed within one (1) year after it accrues or is permanently barred, to the extent that limit is enforceable, and the prevailing party in any proceeding to enforce this Section 26 is entitled to recover its reasonable attorneys' fees and costs.

26.15 Acceptance, Amendment, and Beneficiaries

Host consents to transact electronically. Host's click-acceptance, together with the account identifier, timestamp, and IP address recorded by CardBase, constitutes a valid signature and admissible evidence of acceptance.

Section 24 governs changes to this Section 26. Material changes do not apply retroactively to Shows already listed and paid for.

The CardBase Parties are intended third-party beneficiaries of Sections 26.5, 26.6.1, 26.10, 26.12, and 26.14 and may enforce them directly.