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Terms of Use

Last Updated: January 16, 2025

Introduction

These Terms of Use (“Terms”), together with our Privacy Notice (collectively, the “Agreement”) contain the binding terms and conditions between you and Ludex LLC (“Ludex,” “we,” “our,” or “us”), applicable to your access to and use of our Website, located at https://www.ludex.com, Card Scanner, mobile app, and any other application, website, or tool (collectively, the “Services”) these Terms are linked or affixed.

Please be advised that this User Agreement contains provisions that govern how claims against each other are resolved (see “Disclaimer of Warranties,” Limitation of Liability,” and “Legal Disputes” provisions below). It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against us or our agents to binding and final arbitration, unless you opt-out of the Agreement to Arbitrate (see Agreement to Arbitrate). If you do not opt-out: (1) you will only be permitted to pursue claims against us or our agents on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

By accessing or using the Services, you intend and agree to be legally bound by these Terms.

About Ludex

Ludex’s  Services include software that allows a user to scan, identify, and upload digital images of trading cards into personalized portfolio and also use integrations to third parties, such as marketplaces and graders (the “Software”).  The digital images of the cards captured by the software are then used to aid in the user in the buying, selling, trading, or other forms of collecting of the physical cards from which they are created. The actual contract for sale or trade of the card via the third-party marketplace is directly between the seller and buyer. Ludex is not a party to the transaction, and not responsible for any conduct that occurs on the third-party marketplace.

Eligibility

Our Services are not directed to and only available for those over the age of 13. We do not knowingly collect, use or disclose personally identifiable information from anyone under the age of 13. If you are a parent or guardian and you are aware that your child has provided us with personal information, please contact us. If we become aware that we have collected personal information from anyone under the age of 13 without verification of parental consent, We will take steps to remove that information from our servers. If you are under 13, do not provide any personal information through the services. 

Using our Services

By using the Services you agree to abide by the following terms. Subject to the terms and conditions of this Agreement and in consideration of your obligation to pay monetary subscription fees as agreed to by the parties, Ludex hereby grants, you accept, limited use of the software for the specific purposes outlined in this agreement. that Ludex shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates, and corrections to the Software. You agree to safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents in such a way that another party could copy, alter, update, or create derivatives of the Intellectual Property of Ludex.

About Software in our Services

You may be required to download software (such as a mobile or desktop app) to use the Services or certain features of the Services, and the Services may enable you to access software running on our (or our vendors’) servers (collectively, “Software”).  You agree that we retain the ownership of all rights, title, and interest in and to the Software. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

Ludex gives you a personal, non-commercial, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Services.  This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms.  You may not copy, modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions, or you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by third parties. The term “Software” as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

Our Subscription Model

Ludex is a subscription-based platform. We offer two auto-renewing subscriptions a monthly and a yearly option.    By subscribing to this service, the user will continue to have access to their portfolio as well as the collectible card database that Ludex has cultivated and continues to update on a weekly basis. A subscription will automatically renew at the end of each period unless turned off at least 24 hours before the period ends. 

You agree to pay all amounts owed to us for the Services under any terms, policies or other written or electronic agreement we may have in place. We may require you to maintain valid credit card or other payment account information with us in order to receive the Services, and if so, you hereby authorize us to charge your credit card or other payment account for the Services. Your right to purchase products through the Services is conditioned upon our receipt of payment. Refusal of product delivery does not release you from payment liability. If a payment cannot be charged to your credit card or if a charge is canceled for any reason, or if you fail to maintain valid, up-to-date payment information or to keep your payments current, we reserve the right to immediately either suspend or terminate your access and account immediately without notice, thereby terminating these Terms. Any failure to maintain valid, up-to-date payment information with us or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to the Services immediately without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. You agree to reimburse us for all collection agency fees, attorneys’ fees and other costs we may incur to collect delinquent amounts you owe to us.  

If any questions arise on how to cancel your subscription, please reach out to the app stores for cancelation process if questions still arise, you may contact our support center at Support@ludex.com.   

Your Account

You may need an account in order to use the Services. If you create your own account, you agree that all registration information you give us will be accurate and current. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that you allow to store your Services password, or on which you enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, you agree that you will be solely responsible for all activities that occur under your Services accounts, including the activities of any individual with whom you share your Services account or an Activated Device.

To protect your account, keep your password confidential. You are responsible for the activity that happens on or through your account.  If you learn of any unauthorized use of your password, please contact us at support@Ludex.com.

Third Party Content

We collect the content and other information you provide when you use our Services, including when you sign up for an account, and scan and upload images. This can include information about the content provided (i.e. metadata), such as the location of a photo or the date a file was created. It can also include what is seen through features we provide, such as our scanner, so we can make suggestions or give tips.

When you provide content using our Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all intellectual property rights you have in that content in connection with our provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights in that content against Ludex, our assignees, our sublicensees, and their assignees in connection with our, those assignees’, and those sublicensees’ use of that content in connection with our provision, expansion, and promotion of our Services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any intellectual property rights of any third party. Ludex takes no responsibility and assumes no liability for any content provided by you or any third party.

The name “Ludex” and other Ludex marks, logos, designs, icons, and phrases that we use in connection with our Services are trademarks, service marks, or trade dress of Ludex in the U.S. and other countries. They may not be used without the express written prior permission of Ludex.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access through them (“Content”). You may not use Content, except as permitted in these Terms, by its owner, or as otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in our Services, including the Ludex name and logo. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services display some Content, including other trademarks, graphics, and logos, that are not our own, including graphics and logos for Topps, Panini, Leaf, Donruss, Upper Desk, Magic: The Gathering, and Pokémon (collectively, “Third Party Content”). These materials are the property of their respective owners who may or may not be connected to or affiliated directly with Ludex. We are not responsible for, and you waive all of our liability with respect to, Third Party Content.  Third Party Content is the sole responsibility of the individual or entity that makes it available to you via the Services. We may review Third Party Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.  

Content You Submit or Share

You may submit, upload, and share videos, pictures, text and other content to or through the Services (“Your Content”), and in doing so you must follow these Terms and the rules and policies referenced in these Terms. You retain ownership of any intellectual property rights that you hold in Your Content. In short, what belongs to you stays yours.

When you upload, submit, or otherwise share Your Content to or through our Services, you give us (and those we work with) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with our Services), communicate, publish, publicly perform, publicly display and distribute Your Content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services.  Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.

We may publicly display your profile information, collection and portfolio content, posts, and actions you take on the Services or on third-party applications connected to your account (such as reviews you write and comments you post) in our Services, including displaying in ads and other commercial content. You may request that we delete any of Your Content that you submit to the Services by sending us an email at support@Ludex.com. To the extent within our control, we’ll remove Your Content from public display and mark it for future deletion if permitted by applicable law; however, it may persist in backup or residual copies for a reasonable period of time (but will not be available to other users through the Services).  For purposes of clarification, once you submit or share Your Content with others via the Services (e.g., other users or third parties), we no longer have control over those portions of Your Content and will not be able to delete it or prevent them from using it.   

You agree that you will not use the Services to:

• Violate any law or a third-party’s rights;

• Submit excessive or unsolicited commercial messages or spam any users;

• Submit malicious content or viruses;

• Solicit other people’s login information, credit card numbers, or other sensitive information;

• Harass or bully other users;

• Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.

Authorization to Contact You; Recording Calls; Analyzing Message Content

Ludex collects your data for various purposes and based on several different legal bases that allow this. For more information about what information we collect about you and what we do with it, please review our Privacy Notice.

In connection with your use of the Services, Ludex may contact you using autodialed calls and text messages, at any telephone number that you have provided us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) poll your opinions through surveys or questionnaires; or (iv) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Ludex may also contact you using autodialed calls and text messages for marketing purposes (e.g., offers and promotions), if you consent to such communications. Our collection, use, disclosure, retention, and protection of your personal information is governed by our Privacy Notice. Standard telephone minute and text charges may apply and may include overage fees if you have exceeded your plan limits. Please be aware that we have no control over these charges, and if you do not wish to be charged, you should stop using the mobile or SMS/iMessage features (as applicable). When you send SMS/iMessage messages using the Services, you represent and warrant you have the recipient’s prior consent to send him or her messages. You may also opt-out of a specific text marketing campaign by replying “STOP” to such marketing text message.

Ludex may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Ludex or its agents for quality control and training purposes, or for its own protection.

Privacy of Others; Marketing; Feedback

We may disclose your personal information to a third party for a business purpose.  When We disclose If Ludex provides you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose or distribute a user’s information to a third party for purposes unrelated to our Services. Additionally, you may only send marketing communications to users who have consented to receive them and only using Ludex Services.

If you submit feedback or suggestions about our Services, you agree that we may use your feedback or suggestions without obligation to you.  

Intellectual Property Protections

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others, and require our users and customers to do so.  If you are a copyright owner or its agent and believe that any content residing on or accessible through the Services infringes upon your copyrights, you may submit a notification under the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (the “Designated Agent”) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

• Identification of the work or material being infringed.

• Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.

• Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.

• A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.

• A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:

• The specific URLs of material that we have removed or to which we have disabled access.

• Your name, address, telephone number, and email address.

• A statement that you consent to the jurisdiction of U.S. District Court for the District of Illinois, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.

• The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”

• Your signature.

Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material.  If we do not receive any such notification within ten (10) days, we may restore the material to the Services.

The contact information for our Designated Agent is:

Ludex LLC

Attention:  Copyright Agent

223 W. Erie Street, Suite 6E, Chicago, IL 60657

Email: support@ludex.com

If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at support@ludex.com We reserve the right, in our sole and absolute discretion, to suspend or terminate any user who infringes the intellectual property rights of Ludex or others, and/or to remove, delete, edit or disable access to such person’s content.  You agree that we have no liability for any action taken under this section.  

Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Additionally, Ludex tries to be as accurate as possible in all aspects of card pricing and identification. However, Ludex does not guarantee that all cards in our database are identified correctly, or the accuracy of our listed prices is current or error-free.  Each user utilizes the information provided by Ludex at their own risk and that information should never act as a substitute for the user’s own knowledge and decision making on the price or identification of the collectible items.

Finally, to the extent permitted by applicable law, in no event will Ludex (including our parent, subsidiaries, affiliates, and our officers nor our subsidiaries directors, agents and employees) be liable to you or any third party under any claim at law or in equity for any consequential damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages), and all such damages or losses are expressly excluded by this agreement whether or not they were foreseeable or Ludex was advised of such damages or losses. Without limiting the generality of the foregoing, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • the content you provide (directly or indirectly) using our Services
  • your use of or your inability to use our Services
  • pricing, shipping, format, or other guidance provided by Ludex
  • delays or disruptions in our Services
  • viruses or other malicious software obtained by accessing or linking to our Services
  • glitches, bugs, errors, or inaccuracies of any kind in our Services
  • damage to your hardware device from the use of any Ludex Service
  • a suspension or other action taken with respect to your account or breach of the Abusing Ludex Section above
  • the duration or manner in which your listings appear in search results as set out in the Listing Conditions Section above
  • your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER LUDEX NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THE ABILITY OF THE SERVICES TO MEET YOUR NEEDS (INCLUDING BUT NOT LIMITED TO PRICING INFORMATION RELATED TO CARDS OR COLLECTIONS, SELLING HISTORY AND CARD DATA FROM THIRD PARTIES, AND IDENTIFICATION OF CARD ATTRIBUTES).  WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE SERVICES.  WE PROVIDE THE SERVICES AND ALL INFORMATION PROVIDED THROUGH THE SERVICES “AS-IS.”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS  (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES.  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

Liability for our Services

TO THE EXTENT NOT PROHIBITED BY LAW, LUDEX (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF LUDEX (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, LUDEX (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

Business/Employer Uses of our Services

If you are using our Services on behalf of a business or employer, you are accepting these Terms on their behalf, and that business or employer agrees to be bound by these Terms.

Indemnity

 You hereby agree to indemnify, defend, and hold harmless Ludex, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of your actual or alleged breach of these Terms, any Content you provide through the Services, or your use or misuse of the Products or Services.  However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.    

About these Terms

We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email.   By continuing to use the Services after we make these modifications, you agree that you will be subject to the modified Terms.  If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict.

These Terms control the relationship between Ludex and you. They do not create any third-party beneficiary rights, except as expressly set forth in these Terms. If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).  If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of the United States and the State of Illinois, excluding Illinois’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.

You may not assign or delegate your rights or obligations relating to these terms or your account for the Services without our prior written consent.  We may assign these terms or assign or delegate any of our rights or obligations at any time.  

Third Party Terms

You agree that in addition to these Terms, your use of our mobile app is subject to the usage rules set forth in Apple’s App Store terms of service, if you download our app from the App Store, or in Google’s Play terms of service, if you download the app from Google Play, or any other third party platform, developer or distributor end-user license agreement and/or terms and conditions by which you agree to be bound when you download our mobile app or otherwise access the Services.

Without limiting the generality of the foregoing, if you downloaded our mobile app from Apple, you and Ludex acknowledge and agree to the following: This agreement is concluded between you and Ludex only, and not with Apple Inc. (“Apple”) or Google LLC (“Google”). The mobile app downloaded from Apple or Google may only be used on corresponding hardware products. Ludex, not Apple or Google, is solely responsible for the app and the content thereof. Neither Apple nor Google have any obligation whatsoever to furnish any maintenance and support services with respect to the app. To the maximum extent permitted by applicable law, neither Apple nor Google will have any warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Ludex’s sole responsibility.  Ludex, not Apple or Google, is responsible for addressing any claims by you or any third party relating to the app or your possession and/or use of the app, including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  In the event of any third-party claim that the app or your possession and use of the app infringes that third party’s intellectual property rights, neither Apple or Google will have any responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.  You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  Apple and Apple’s subsidiaries, and Google and Google subsidiaries are third party beneficiaries of this agreement, and upon your acceptance of the terms and conditions of the agreement, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce the agreement against you as a third-party beneficiary thereof.

Legal Disputes

You and Ludex agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Ludex (or any related third parties) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Ludex or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

Applicable Law

You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Delaware without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Ludex, except as otherwise stated in this User Agreement.

Agreement to Arbitrate

Any and all disputes or claims that have arisen, or may arise, between you and Ludex (or any related third parties) that relate in any way to or arise out of this or previous versions of the User Agreement, your use of or access to our Services, the actions of Ludex or its agents, or services our Services shall be resolved exclusively through final and binding arbitration, rather than in court.

Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act (“FAA”), and to the extent consistent with the FAA, the laws of the State of Illinois, without regard to principles of conflict of laws, governs the interpretation and enforcement of this Agreement to Arbitrate.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND LUDEX AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND LUDEX AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) must be severed from the arbitration and may be brought in court (pursuant to Section 18.C below), subject to your and Ludex’s right to appeal the court’s decision. All other claims will be arbitrated.

Arbitration Procedures

An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except those issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules and the AAA’s Commercial Arbitration Rules, and the AAA’s International Centre for Dispute Resolution Rules (as applicable), as modified by this Agreement to Arbitrate. Absent agreement of the parties, the AAA shall decide which AAA rules apply to the arbitration. The AAA’s rules are available at www.adr.org and www.icdr.org. In the event that the AAA is unavailable to administer the arbitration, another administrator will be selected by the parties or, if the parties cannot reach the agreement, the court (pursuant to Section 18.C below) shall select the administrator.

A party who intends to seek arbitration must first send to the other, by certified mail, a valid Notice of Dispute (“Notice”). The Notice to Ludex must be sent to Ludex LLC., Attn: Litigation Department, Re: Notice of Dispute, 223 W Erie St. Suite 6E, Chicago, IL 60654. Ludex will send any Notice to you to the physical address we have on file associated with your Ludex account; it is your responsibility to keep your physical address up to date. To be valid, you must personally sign the Notice and complete all information on the Notice form, including a description of the nature and basis of the claims you are asserting, the specific relief sought, and the email address and phone number associated with your account.

If you and Ludex are unable to resolve the claims described in a valid Notice within 30 days after Ludex receives that Notice, you or Ludex may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. In the event Ludex initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Ludex account. Any settlement offer made by you or Ludex shall not be disclosed to the arbitrator. In cases where an in-person hearing is held, you and/or Ludex may attend by telephone, unless the arbitrator requires otherwise. The language of the arbitration will be English.

Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous; you agree to reimburse Ludex for all fees associated with the arbitration paid by Ludex on your behalf that you otherwise would be obligated to pay under the AAA’s rules.

Severability

With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.

Opt-Out Procedure

YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO LUDEX INC., ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 223 W Erie St. Suite 6E, Chicago, IL 60654.

You must complete and mail that to us in order to opt out of the Agreement to Arbitrate. You must complete the Opt-Out Notice form by providing the information called for in the form, including your name, address (including street address, city, state, and zip code), and the user ID(s) and email address(es) associated with the Ludex Service account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of this User Agreement and its Legal Disputes Section will continue to apply to you. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Future Amendments to the Agreement to Arbitrate

To exercise your rights to know or delete described above, please submit a request contacting us via the Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any notice address or site link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Ludex prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Ludex. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on www.Ludex.com at least 30 days before the effective date of the amendments and by providing notice through the Ludex Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30-day period and you will not be bound by the amended terms.

Judicial Forum for Legal Disputes

All claims or disputes that are not subject to the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the Agreement to Arbitrate and all matters brought pursuant to and in aid of the Agreement to Arbitrate will be resolved exclusively by a state or federal court located in Chicago, IL. You and Ludex agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims, disputes, or matters.

General

Except as otherwise provided in this User Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, and in such event, we will post notice on www.Ludex.com.

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

Without limiting Ludex’s ability to refuse, modify, or terminate all or part of our Services, Ludex may also terminate this Agreement with anyone at any time for any reason, at our sole discretion, by giving notice of such termination.

The policies and terms posted on our Services may be changed from time to time. Changes take effect when we post them on the Ludex Service.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement and all terms and polices posted through our Services set forth the entire understanding and agreement between you and Ludex, supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of these Terms: Our Subscription Model, Disclaimer of Warranties; Limitation of Liability; Release, Indemnity, Legal Disputes, Binding Arbitration, General, and any other provisions that by their nature would survive termination of these Terms.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Contact Us

By email: Support@ludex.com

By visiting this page on our website: https://www.ludex.com

By mail: 223 W. Erie St. Suite 6E Chicago, IL 60657, United States