Terms of Service

Last Updated: November 21, 2025

1. Introduction

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Cardify, Inc. ("Cardify," "we," "us," or "our"), a company operating a blockchain platform for the tokenization of physical Pokémon trading cards (the "Service").

By accessing the website available at https://cardify.net (the "Website"), connecting a digital wallet, purchasing or offering to purchase a Cardify NFT (as defined below), participating in Gacha pack sales or other features, or redeeming any physical Pokémon card through Cardify or its authorized partners, you acknowledge that you have read, understood, and agree to be bound by these Terms and any additional policies incorporated herein by reference, including our Privacy Policy.

If you do not agree to these Terms, you may not access or use the Service.

Cardify reserves the right to modify or amend these Terms at any time in its sole discretion. Changes will be effective upon posting to the Website and updating the "Last Updated" date. Continued use of the Service after such changes constitutes your acceptance of the revised Terms.

2. The Service

(a) Overview

Cardify provides a real-world-asset ("RWA") protocol enabling the conversion of authenticated physical Pokémon cards ("Physical Assets") into 1:1 on-chain digital assets ("Cardify NFTs").

Each Cardify NFT corresponds to a specific Physical Asset that is verified, vaulted, and insured under custody of Cardify's authorized retail and custodial partners, including but not limited to Axel Mark Inc. (TSE: 3624) and Yuyu-tei (collectively, the "Partners").

(b) Tokenization and Custody

All Physical Assets represented by Cardify NFTs are securely stored and managed under the supervision of the Partners in Japan.

Cardify uses best practices for authentication, custody, and insurance, but you acknowledge that Cardify is not a licensed financial institution and that Physical Asset custody is performed by independent third-party custodians.

(c) Gacha Sales and Interaction

Cardify's Gacha mechanism allows Users to purchase sealed digital packs containing random tokenized Pokémon cards at a fixed price using stablecoins or credit cards.

Upon purchase, the NFT is minted or transferred to the connected wallet, and the User receives a random Cardify NFT. Once opened or revealed, Gacha packs and NFTs are non-refundable and final.

(d) User Options

Following acquisition of a Cardify NFT, the User may:

  • Hold the digital asset within their wallet;
  • Redeem it for the underlying Physical Asset, subject to verification and payment of shipping, taxes, and handling fees; or
  • Sell it back to Cardify at a discount according to Cardify's published buyback terms, subject to availability and compliance.

(e) Marketplace Transactions

Users may trade Cardify NFTs on compatible third-party marketplaces supporting the underlying blockchain (the "Secondary Marketplaces"), recognizing that such transactions are not operated or controlled by Cardify.

Cardify makes no warranty regarding market liquidity, secondary prices, or platform availability. You engage in Secondary Market transactions at your own risk.

3. Partner-Supplied Assets

Physical Assets available through Cardify originate exclusively from verified retail partners.

Axel Mark Inc. operates official Pokémon Card Gym locations and provides graded, authenticated Pokémon cards.

Yuyu-tei is a leading Japanese TCG retailer known for reliability, authenticity, and condition accuracy.

Both Partners serve as supply sources and custodial agents responsible for secure vaulting of Physical Assets in Japan. Cardify does not sell counterfeit or unauthenticated assets and relies on these Partners for primary verification and custody.

4. Purchases, Fees and Payment Terms

All purchases, fees, pricing, and currency terms are displayed at the time of transaction.

Users are responsible for confirming the sufficiency of wallet balances and full payment before completing any purchase.

Cardify NFTs and Gacha purchases are not guaranteed to be available at all times. Purchases are binding and non-cancellable once completed.

Payment transactions may incur network gas fees, service charges, or applicable taxes ("Fees"), which shall be borne entirely by the User. Cardify reserves the right to adjust such Fees or acceptable payment methods at any time without notice.

5. Redemption and Delivery

To redeem a Physical Asset associated with a Cardify NFT, you must submit a redemption request via the Website or designated interface.

Cardify will verify your wallet ownership, compliance, and identity before delivery.

Shipping, taxes, tariffs, and handling fees remain your sole responsibility.

Upon completion of delivery to the User or User's designated address, all risk of loss transfers to the User.

Cardify and its Partners maintain insurance covering vault-stored Assets for their appraised market value. Liability is, however, limited strictly to replacement or reimbursement of the insured value in the event of verifiable loss caused by Cardify's gross negligence or willful misconduct.

6. Buyback and Re-Vaulting

Users may elect to sell Cardify NFTs back to Cardify or its Partners (the "Buyback").

Buyback availability and pricing are discretionary and determined solely by Cardify, based on proprietary valuation models.

Physical Assets sold back become re-vaulted inventory, re-entering the Cardify ecosystem for future availability. All Buyback transactions are final.

7. User Representations and Warranties

By using the Service, you represent, warrant, and agree that:

  1. You are at least 18 years of age and legally capable of entering into binding contracts.
  2. You will comply with all applicable laws, including anti-money-laundering (AML), sanctions, and export restrictions.
  3. You own the wallet used to interact with the Service and are solely responsible for your private keys, passwords, and digital assets.
  4. You will not use the Service for illegal, fraudulent, or deceptive activity, including wash trading or price manipulation.
  5. You understand that Cardify NFTs are collectibles and not securities, investment contracts, or financial products.

Cardify may request identity verification or supporting documentation at any time. Failure to comply may result in suspension or termination of your account.

8. Intellectual Property

All trademarks, logos, trade dress, and content appearing on the Service (collectively, "Cardify IP") are owned or licensed by Cardify.

You may not copy, distribute, or reproduce any portion of the Cardify IP without our express written consent.

Users retain ownership of their acquired NFTs; however, ownership does not grant any rights to use Cardify's brand elements, systems, or intellectual property beyond the limited license granted herein.

9. Risk Disclosure

You acknowledge and accept the following inherent risks:

  • Prices of NFTs and digital assets are volatile and may fluctuate significantly.
  • Blockchain transactions are irreversible and subject to network interruptions or errors.
  • Tokenization and digital ownership do not inherently convey legal title to a physical good outside Cardify's custody mechanisms.
  • Laws governing NFTs, Web3, or RWAs are evolving and vary by jurisdiction.
  • Cardify cannot guarantee continuous access or system availability.

You agree to assume full responsibility for your decisions and transactions on or through the Service.

10. Taxes

You are solely responsible for determining, reporting, and paying any applicable taxes or duties arising from use of the Service, purchases of NFTs, or redemption of Physical Assets.

Cardify does not provide tax advice and disclaims responsibility for compliance with individual tax obligations.

11. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Cardify, its affiliates, officers, employees, agents, and Partners from and against any losses, damages, costs, or expenses (including reasonable attorneys' fees) arising from:

  1. Your use or misuse of the Service or NFTs;
  2. Violation of these Terms;
  3. Infringement of any third-party rights; or
  4. Any dispute between you and another User or third-party marketplace.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARDIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING FROM OR RELATED TO THE SERVICE, CARDIFY NFTS, OR PHYSICAL ASSETS.

IN NO EVENT SHALL CARDIFY'S TOTAL LIABILITY EXCEED THE GREATER OF:

  • (a) ONE HUNDRED U.S. DOLLARS (USD 100), OR
  • (b) THE AMOUNT PAID BY YOU TO CARDIFY IN THE TRANSACTION GIVING RISE TO THE CLAIM.

Some jurisdictions do not permit certain limitations, so the above may not apply in every instance.

13. Arbitration and Governing Law

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures if the claim is under USD 250,000, or the Comprehensive Arbitration Rules if above that amount.

The arbitration shall take place in Tokyo, Japan, in the English language. Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

You and Cardify agree that all proceedings shall be conducted on an individual basis and not as a class action.

These Terms are governed by and construed in accordance with the laws of Japan, without regard to conflict-of-laws principles.

14. Termination

Cardify reserves the right, at any time and without notice, to suspend or terminate your access to the Service if you breach these Terms, violate law, or act in a manner detrimental to the integrity of the platform.

Upon termination, digital assets you own remain under your control, but you may lose platform access or redemption privileges for cause-related suspensions.

15. Disclaimers

THE SERVICE AND ALL ASSOCIATED CONTENT, CARDIFY NFTS, AND PHYSICAL ASSETS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Cardify does not warrant that the Service will be uninterrupted, error-free, or secure and disclaims responsibility for third-party delays, marketplace failures, or blockchain malfunctions.

16. Miscellaneous

Entire Agreement. These Terms constitute the complete agreement between you and Cardify.

Assignment. You may not assign rights or obligations under these Terms without Cardify's prior written consent.

Severability. If any provision is held invalid, the remaining provisions shall remain in force.

Waiver. Cardify's failure to enforce any provision does not constitute a waiver of that provision.

Survival. Sections regarding indemnification, limitation of liability, arbitration, and intellectual property shall survive termination.