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GRAIL HUNTERZby Caldarus Labs
Legal Hub OverviewTerms of Service & Purchase Agreement
Core Terms

Terms of Service & Purchase Agreement

Effective: July 29, 2026Version: 1.0 (Production Release)

CALDARUS LABS — TERMS OF SERVICE AND PURCHASE AGREEMENT

Effective Date: July 29, 2026
Last Updated: July 29, 2026

TABLE OF CONTENTS

  1. PREAMBLE, ACCEPTANCE OF TERMS, & ELIGIBILITY
  2. RETAIL CLASSIFICATION OF MYSTERY PACKS & DIGITAL COLLECTIBLE PACKS
  3. E-COMMERCE & PURCHASE TERMS: PRICING, PAYMENT, & FINALITY OF SALE
  4. PACK OPENING ("RIP") MECHANICS, PROVABLY FAIR RNG, & DIGITAL COLLECTIBLES BAILMENT
  5. SECONDARY MARKETPLACE, DISCRETIONARY MERCHANT BUYBACK, & VAULT STORAGE
  6. FINANCIAL, REGULATORY, & INVESTMENT DISCLAIMERS (SEC / CFTC COMPLIANCE)
  7. DISPUTE RESOLUTION: MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
  8. LIMITATION OF LIABILITY, INDEMNIFICATION, & WARRANTY DISCLAIMERS ("AS IS")

SECTION 1: PREAMBLE, ACCEPTANCE OF TERMS, & ELIGIBILITY

1.1 Binding Legal Agreement & Contracting Entity

This Terms of Service and Purchase Agreement ("Agreement" or "Terms") is a legally binding contract entered into by and between you ("User", "Purchaser", "you", or "your") and Caldarus Labs, a Virginia sole proprietorship ("Company", "Grail Hunterz", "we", "us", or "our"), having its principal place of business at 1521 Boyd Pointe Way, Unit 3402, Tysons, VA 22182. This Agreement governs your access to and use of the Grail Hunterz platform, including the Grail Hunterz iOS application, the website located at https://caldaruslabs.app and related subdomains, application programming interfaces (APIs), software development kits (SDKs), digital vaulting services, and all associated interactive features, content, and services (collectively, the "Platform"). Official legal notices and formal communications must be transmitted to support@caldaruslabs.app, and general user support inquiries must be submitted to support@caldaruslabs.app.

1.2 Electronic Signatures (E-SIGN & UETA Assent) & Modifications

Pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Virginia Uniform Electronic Transactions Act (UETA, 6 Del. C. § 12A-101 et seq.), by clicking "I Agree", "Register Account", "Confirm Purchase", "Rip Pack", or by downloading, accessing, or using any portion of the Platform, you manifest your affirmative, unreserved legal assent to be bound by all terms, conditions, policies, and disclaimers set forth herein. If you do not agree to these Terms in their entirety, you are strictly prohibited from creating an Account or conducting any transaction on the Platform. The Company reserves the right, in its sole and absolute discretion, to revise, amend, or modify this Agreement at any time. For material modifications, the Company shall provide at least fourteen (14) calendar days' advance notice via in-app push notification, electronic mail sent to your registered email address, or a prominent banner upon Platform sign-in. Your continued access to or use of the Platform following the effective date of any modification constitutes your binding acceptance of the revised Terms.

1.3 Mandatory Age Restriction (Strict 18+ Threshold) & Capacity

The Platform is intended exclusively for adult natural persons. You expressly represent, warrant, and covenant that you are a natural person of sound mind who is at least eighteen (18) years of age (or the legal age of majority in your state, territory, or jurisdiction of residence, if older than 18) and possess full legal authority and capacity to execute binding contracts under applicable federal, state, and local laws. Persons under eighteen (18) years of age are strictly barred from creating an Account, submitting payment, or using any feature of the Platform. In accordance with the Children's Online Privacy Protection Act (COPPA, 15 U.S.C. § 6501 et seq.) and state minor voidability statutory frameworks (including Cal. Fam. Code § 6710 and Del. Code tit. 6, § 2705), the Company does not knowingly collect data from or contract with minors. Any Account discovered to be established or operated by or on behalf of a minor shall be immediately terminated, and all associated funds or assets subject to freeze pending legal disposition. Accounts registered under business, limited liability company, or partnership entities are prohibited unless approved in advance via formal written agreement executed by an authorized executive officer of Caldarus Labs

1.4 Geographical Scope, Geo-Fencing, & OFAC Compliance

The Platform is operated from within the United States of America for authorized residents of permitted jurisdictions. Access to mystery pack purchases, randomized draws ("rips"), or vault services is strictly restricted and prohibited in certain excluded jurisdictions ("Excluded States"). You expressly acknowledge and warrant that you are NOT physically located in, domiciled in, or a resident of:

  1. The State of Nevada;
  2. The State of Washington; or
  3. Any jurisdiction, country, or territory subject to comprehensive economic, trade, or financial sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC, 31 C.F.R. Part 500 et seq.), including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, or listed on the Specially Designated Nationals and Blocked Persons (SDN) List.

You represent and warrant that you are physically located within a permitted jurisdiction at the exact time of initiating any transaction, depositing funds, or submitting a pack draw commitment. The Company enforces automated real-time geolocation controls, including IP address checking, cellular network triangulation, device location verification (DeviceCheck and App Attest), and billing zip code validation. Bypassing, spoofing, or tampering with geo-fencing controls via Virtual Private Networks (VPNs), proxy servers, or location spoofing applications constitutes a material breach of this Agreement and criminal fraud, resulting in immediate Account cancellation and regulatory reporting.

1.5 Account Registration, Security, & Single Account Rule

To access transactions on the Platform, you must establish a single user account ("Account"). You represent and warrant that all registration details provided—including legal name, date of birth, physical residential address, email address, mobile phone number, and tax identification details—are current, complete, and accurate. You are strictly prohibited from maintaining, operating, controlling, or registering more than one (1) Account on the Platform. The creation or operation of multiple accounts by a single natural person, household, device, or coordinated group of individuals ("Multi-Accounting"), whether accomplished through alias emails, virtual phone numbers, synthetic identities, or automated scripts, is prohibited. The Company utilizes advanced device fingerprinting, machine learning fraud detection, and behavioral telemetry to identify linked accounts. Upon detection of Multi-Accounting or bot utilization, the Company reserves the immediate, unappealable right to suspend or permanently terminate all associated Accounts, cancel pending transactions, confiscate all promotional credits (user_bonus), and freeze Account balances pending fraud investigation.

SECTION 2: RETAIL CLASSIFICATION OF MYSTERY PACKS & DIGITAL COLLECTIBLE PACKS

2.1 Consumer Retail Purchase of Physical Tangible Property

You expressly agree, acknowledge, and understand that every purchase of a digital mystery pack, digital collectible pack, or tier bundle ("Pack Purchase") executed on the Platform constitutes a direct, first-party consumer retail transaction under Article 2 of the Virginia Uniform Commercial Code (UCC Article 2, 6 Del. C. § 2-101 et seq.). Each Pack Purchase represents the final acquisition of specific, underlying tangible personal property—specifically, physical sports and non-sports trading cards, Professional Sports Authenticator (PSA), Beckett Grading Services (BGS), or Certified Guarantee Company (CGC) encapsulated graded collectible slabs, or raw collectible cards (collectively, "Physical Cards")—that exist as physical items held in the Company's secure physical vault facility ("Vault"). Pack Purchases are not entries into a raffle, sweepstakes, game of chance, or gambling transaction.

2.2 Per-Card Floor Value Guarantee Framework

To eliminate any element of "valueless loss" or "zero-return outcome," Caldarus Labs mandates a non-negotiable per-card floor value guarantee across all mystery pack offerings. The floor value guarantee applies strictly on a per-card basis, not on an aggregate pack basis. Every single Physical Card pooled within a designated pack tier possesses an appraised Fair Market Value (FMV) at the exact moment of pack publishing and availability that is equal to or greater than the published "Floor Value Badge" displayed on the Platform for that specific pack tier. For example, in a Silver Tier Pack offered at a retail purchase price of $50.00 USD with a published Floor Value Badge of $10.00 USD, every individual card in the manifest pool carries an FMV of at least $10.00 USD. Purchasers are guaranteed to receive a tangible physical card meeting or exceeding the floor value threshold, establishing that every transaction yields a deliverable consumer item of real, quantifiable commercial value under UCC § 2-105.

2.3 Disclosed Probability Tables & Immutable Odds Manifest

Prior to submitting payment or initiating a Pack Purchase, the Platform displays explicit, transparent probability distribution tables outlining the exact percentage odds of pulling cards across established FMV value bands (e.g., Floor Band, Mid-Tier Band, Hit Band, Grail Band). The Company covenants that all published odds are derived directly from the underlying physical inventory manifest bound to that pack tier (manifest_hash). Once a pack manifest is published and active, its probability distribution and inventory composition are cryptographically locked and executed without manual intervention, operator manipulation, or variable adjustment.

2.4 Statutory Non-Gambling Characterization & Statutory Distinctions

You acknowledge and agree that Pack Purchases are non-gambling consumer retail purchases for entertainment and collectible acquisition purposes. Under established U.S. federal and state statutory jurisprudence, an illegal lottery or gambling device requires the concurrence of three distinct elements: (1) Consideration (payment of money), (2) Chance (random distribution), and (3) Prize (a chance to win an item of value while risking complete loss of consideration). Because every Pack Purchase results in the immediate transfer of title to a physical trading card with a guaranteed minimum commercial floor value, the transaction lacks the essential legal element of a valueless "wager" or "prize."

Furthermore, the Platform is structured to maintain clear statutory separation from state legal frameworks:

  1. California Penal Code § 319.3 (Sports Trading Card Grab Bags): Unlike illicit grab bag operations that obscure inventory or offer variable non-card prizes, Caldarus Labs maintains 100% physical card inventory backing, published odds manifests, per-card floor value guarantees, and transparent tier pricing, operating as a legitimate retail seller under UCC Article 2.
  2. Washington Revised Code (RCW 9.46.0237) & Kater v. Churchill Downs Inc. (886 F.3d 784): To completely insulate the Company and its users from Washington State's expansionary "thing of value" gambling doctrines, the Company enforces absolute geographical blocking against Washington residents under Clause 1.4.
  3. New York Penal Law §§ 225.05, 225.10 & FTC Loot Box Guidance: The Platform guarantees physical title conveyance, provably fair transparency, and published inventory manifests, avoiding unfair or deceptive loot box mechanics under Section 5 of the FTC Act (15 U.S.C. § 45).

2.5 Express Non-Sweepstakes Declaration & Pure Commercial Retail Status

You expressly acknowledge, agree, and understand that Caldarus Labs operates strictly and exclusively as a first-party consumer e-commerce retail platform selling physical collectible goods under Article 2 of the Virginia Uniform Commercial Code (UCC Article 2, 6 Del. C. § 2-101 et seq.) and storing them in commercial vault bailment under UCC Article 7 (6 Del. C. § 7-101 et seq.). Caldarus Labs does NOT operate, sponsor, conduct, or administer any sweepstakes, lotteries, raffles, games of chance, contests, or promotional giveaway drawings. The Platform does NOT accept or process Alternative Method of Entry (AMOE) submissions, mail-in postcard entries, or non-consideration promotional entries. All transactions executed on the Platform are first-party commercial retail purchases for tangible physical goods.

SECTION 3: E-COMMERCE & PURCHASE TERMS: PRICING, PAYMENT, & FINALITY OF SALE

3.1 Pricing Denomination & Payment Processing Rules

All prices, fees, pack costs, vault balances, buyback valuations, and transactions on the Platform are quoted, denominated, and processed strictly in United States Dollar (USD) integer cents ($1.00 USD = 100 cents). The Company accepts approved payment methods, which may include credit cards (Visa, MasterCard, Discover, American Express), debit cards, Apple Pay, and Automated Clearing House (ACH) bank transfers. By submitting a payment method, you represent that you are the authorized holder of the payment instrument and authorize the Company's third-party payment processors (Stripe and Apple Processing) to immediately charge your payment method for the total amount of your purchase, including all applicable taxes, card processing fees, and delivery charges. Purchases are processed under standard retail e-commerce Merchant Category Codes (MCC 5945: Hobby, Toy, and Game Shops; MCC 5262 / 5399: General Retail/Hobby). Quasi-cash or gambling payment coding (MCC 7995) is strictly prohibited and not utilized.

3.2 Closed-Loop Wallet Ledger Architecture & FinCEN Prepaid Access Exemption

To comply with federal Anti-Money Laundering (AML) standards and FinCEN regulations, the Platform operates a strict closed-loop wallet architecture. User balances maintained in the Platform wallet system are segregated into three distinct ledger classifications:

  1. user_pack_credit (Deposited Funds): Represents USD funds deposited by User into the Platform or added via payment method for the sole purpose of purchasing mystery packs and digital collectible inventory. ALL DEPOSITS BECOME user_pack_credit IMMEDIATELY UPON RECEIPT. user_pack_credit IS STRICTLY NON-REFUNDABLE AND NON-WITHDRAWABLE TO ANY EXTERNAL BANK ACCOUNT, CREDIT CARD, OR PAYMENT METHOD. Funds in user_pack_credit may be used solely to purchase platform pack inventory. Under FinCEN Prepaid Access Regulations (31 C.F.R. § 1010.100(r) and FinCEN 2011 Final Rule), closed-loop prepaid access spendable exclusively for goods or services of the issuer (up to $2,000.00 USD maximum daily load) is expressly exempt from Money Services Business (MSB) and money transmitter licensing requirements.
  2. user_proceeds (Merchant Repurchase Income): Represents funds generated exclusively from the Company's discretionary repurchase ("buyback") of physical cards vaulted by the User. ONLY user_proceeds ARE ELIGIBLE FOR CASH WITHDRAWAL TO EXTERNAL VERIFIED BANK ACCOUNTS OR PAYPAL ACCOUNTS, SUBJECT TO MANDATORY KYC VERIFICATION, WITHDRAWAL LIMITS, AND COMPLIANCE CHECKS UNDER CLAUSE 5.5.
  3. user_bonus (Promotional Credits): Represents non-cash promotional credits, signup bonuses, or referral rewards granted by the Company in its discretion. user_bonus credits are non-withdrawable, carry no monetary cash value, cannot be transferred, and are IMMEDIATELY AND AUTOMATICALLY FORFEITED IN THEIR ENTIRETY UPON THE SUBMISSION OF ANY CASH WITHDRAWAL REQUEST OR ACCOUNT TERMINATION.

3.3 Finality of Sale & UCC § 2-606 Irrevocable Acceptance

Under UCC § 2-606 (6 Del. C. § 2-606), acceptance of purchased goods occurs instantaneously upon your submission of a pack opening ("rip") request. ALL PACK PURCHASES, CREDITS DEPOSITED TO user_pack_credit, AND PACK RIPS ARE FINAL, IRREVOCABLE, NON-CANCELLABLE, AND NON-REFUNDABLE. Once a pack rip request is confirmed by the system and submitted to the provably fair RNG engine, the transaction is executed immediately. You waive any statutory right of cancellation, cooling-off period, or return under state consumer protection statutes, except where a transaction fails due to a verified, technical server-side execution failure documented in the Company's immutable audit logs.

3.4 Marketplace Facilitator Sales Tax Collection (South Dakota v. Wayfair)

Pursuant to the United States Supreme Court ruling in South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018), and applicable state Marketplace Facilitator tax statutes, Caldarus Labs calculates, collects, and remits state and local sales tax on taxable purchases. Sales tax obligations are calculated based on the physical delivery location specified by the User upon submitting a physical vault withdrawal and shipping request. If physical cards remain in the Vault, sales tax collection is deferred until physical redemption and delivery dispatch are scheduled. Users remain solely responsible for any personal use tax, personal property tax, or state and local tax compliance associated with their physical card holdings.

SECTION 4: PACK OPENING ("RIP") MECHANICS, PROVABLY FAIR RNG, & DIGITAL COLLECTIBLES BAILMENT

4.1 Cryptographic Commit-Reveal Provably Fair Engine

All pack openings on the Platform are generated through an automated, provably fair HMAC-SHA256 commit-reveal Random Number Generation (RNG) engine. Prior to initiating any Pack Purchase, the server generates a secret seed (server_seed) and publishes its cryptographic HMAC-SHA256 hash (server_seed_hash) to the client. Upon purchase submission, the User's client device supplies or generates a client seed (client_seed) paired with a sequential transaction counter (nonce). The draw index is calculated via the deterministic HMAC-SHA256 output:

Hash = HMAC_SHA256(server_seed, client_seed : nonce)

The resulting hash is converted to a uniform floating-point index mapped directly to the published manifest probability table (manifest_hash). Following completion of the pack rotation cycle, the unhashed server_seed is revealed to the User, enabling independent mathematical verification of the draw's integrity via open-source verification scripts provided on the Platform. In accordance with Section 5 of the FTC Act (15 U.S.C. § 45), the Company guarantees that draw outcomes are entirely deterministic, tamper-proof, and free from administrative manipulation.

4.2 Instant Title Transfer (UCC § 2-401) & Physical Vault Bailment (UCC Article 7)

Upon successful completion of the cryptographic draw commit, legal title to the specific underlying Physical Card drawn immediately and irrevocably passes from Caldarus Labs to the User pursuant to Virginia UCC § 2-401 (6 Del. C. § 2-401). Simultaneously with title transfer, the Physical Card is allocated within the Company's climate-controlled, insured physical vault facility ("Vault"). The relationship between the User (as bailor and owner) and Caldarus Labs (as bailee) constitutes a commercial bailment governed by Virginia bailment law and Article 7 of the Uniform Commercial Code (UCC Article 7, 6 Del. C. § 7-101 et seq.). The Company, as bailee, maintains physical possession, custody, and care of the Physical Card for the benefit of the User until such time as the card is either physically shipped to the User or repurchased by the Company pursuant to Section 5.

4.3 Software EULA License Scope vs. Physical Goods Ownership

Your ownership of the physical trading card does not convey any intellectual property rights in the Platform software, mobile application, graphical user interface (GUI), card animations, trademarks, or digital assets. The Company grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and view the digital representation, high-resolution imagery, and animation of your vaulted card solely within the Platform UI. All software code, graphical elements, trademarks ("Grail Hunterz", "Grail Hunterz"), patents, and proprietary database structures remain the exclusive property of Caldarus Labs

4.4 FTC Anti-Dark-Pattern Compliance & Copy Tone Restrictions

To comply with FTC rulings against deceptive design patterns (FTC v. Epic Games, Inc., 2022/2023), the Platform strictly enforces truthful audio-visual framing during pack openings. When a pack reveal yields a Physical Card whose current Fair Market Value (FMV) is less than the original retail purchase price of the mystery pack, the Platform software is programmatically prohibited from executing celebratory audio fanfares, particle explosions, confetti graphic overlays, or deceptive text framing such as "WINNER!", "BIG WIN!", or "CONGRATULATIONS!". In all such instances, UI copy is strictly limited to neutral, descriptive terms such as "PULLED", "FOUND", "REVEALED", or "HUNTED".

SECTION 5: SECONDARY MARKETPLACE, DISCRETIONARY MERCHANT BUYBACK, & VAULT STORAGE

5.1 Discretionary Merchant Repurchase ("Buyback") Mechanics

Caldarus Labs offers an integrated secondary merchant repurchase option ("Buyback") allowing Users to sell their vaulted Physical Cards directly back to the Company. THE BUYBACK OPTION IS A DISCRETIONARY, FIRST-PARTY MERCHANT REPURCHASE PROGRAM OPERATED SOLELY BY CALDARUS LABS AS PRINCIPAL. THE PLATFORM IS NOT AN OPEN SECONDARY EXCHANGE, PEER-TO-PEER (P2P) MARKETPLACE, BROKERAGE, OR FINANCIAL CLEARINGHOUSE. When a User requests a Buyback quote for a vaulted card, the Company may, in its sole discretion, generate a cash buyback offer calculated at between ninety percent (90%) and ninety-five percent (95%) of the card's current appraised Fair Market Value (FMV), as determined by the Company's automated valuation engine. Buyback quotes are valid for exactly sixty (60) seconds from generation ("Time-to-Live" or "TTL"). If accepted by the User prior to TTL expiration, title to the Physical Card immediately reverts to Caldarus Labs, and the agreed purchase price is deposited directly into the User's user_proceeds ledger balance.

5.2 Automated Multi-Source FMV Valuation Engine Disclaimer

Fair Market Value (FMV) quotes displayed on the Platform are derived automatically via an automated algorithmic data engine aggregating recent secondary market sales data from third-party price databases, including PriceCharting API, SportsCardsPro API, and historical eBay confirmed sold transactions. FMV QUOTES ARE INFORMATIONAL ESTIMATES PROVIDED FOR ENTERTAINMENT AND CONVENIENCE ONLY. THEY DO NOT CONSTITUTE A GUARANTEED APPRAISAL, BINDING VALUATION, OR INVESTMENT RECOMMENDATION. Market prices for collectible trading cards are volatile and subject to rapid fluctuation. The Company makes no warranty that a card can be resold on third-party venues at the displayed FMV.

5.3 Raw (Ungraded) Cards Strict Identity-Only Disclosure & No Condition Warranty

Pursuant to non-negotiable company standards, raw (ungraded) physical trading cards offered, vaulted, or repurchased on the Platform carry NO CONDITION REPRESENTATION OR WARRANTY WHATSOEVER, IN ANY DIRECTION. The Company does NOT assign, represent, estimate, or warrant any condition grade (such as "Gem Mint", "Mint", "Near Mint", or "Excellent") or operator assessment for raw cards. Listings and vault representations for raw cards are strictly limited to objective identity facts:

  1. Card Manufacturer and Set Name (for example, Panini Prizm, Topps Chrome, or Pokémon Base Set);
  2. Player, Subject, or Character Name;
  3. Card Number and Release Year; and
  4. Serial Numbering or Parallel Designation (if printed on the card).

Users accept all raw cards on a strict "AS IS" physical identity basis, assuming all risks regarding centering, edges, corners, surface condition, or potential third-party grading outcomes.

5.4 Vault Storage Terms, 30-Day Free Period, & Consented Automated Sale

Caldarus Labs provides free physical vault storage for all vaulted Physical Cards for up to thirty (30) consecutive calendar days following title transfer ("Free Vaulting Window"). During the Free Vaulting Window, the User may at any time request physical shipment of the card upon paying standard insured delivery shipping fees and applicable state sales tax.

If a Physical Card remains unredeemed in the Vault on Day 20 following acquisition, the Company shall transmit an electronic notification via push notification and registered email reminding the User to schedule physical delivery or accept a Buyback offer. Additional automated notices shall be sent on Day 27 and Day 29.

IF THE USER FAILS TO EITHER (A) SUBMIT A PHYSICAL SHIPPING REQUEST WITH PAID DELIVERY FEES, OR (B) ACCEPT A MERCHANT BUYBACK OFFER PRIOR TO 11:59:59 PM EASTERN TIME ON THE THIRTIETH (30TH) CALENDAR DAY FOLLOWING ACQUISITION, THE USER EXPRESSLY GRANTS CALDARUS LABS IRREVOCABLE ASSENT AND AUTHORIZATION TO AUTOMATICALLY REPURCHASE THE VAULTED PHYSICAL CARD ON DAY THIRTY-ONE (31) AT ONE HUNDRED PERCENT (100%) OF ITS CURRENT APPRAISED FMV (LESS APPLICABLE 5-10% PLATFORM HANDLING FEES). Upon execution of the automated repurchase, title to the Physical Card reverts to Caldarus Labs, vault bailment terminates, and the net proceeds are credited directly to the User's user_proceeds balance.

5.5 Withdrawal Eligibility, Mandatory KYC/AML Controls, & Limits

Funds standing in user_proceeds may be withdrawn to the User's verified U.S. bank account (via ACH) or PayPal account, subject to strict compliance with federal anti-money laundering (AML) laws and identity verification protocols:

  1. Mandatory Know Your Customer (KYC): Prior to executing any cash withdrawal or requesting physical shipment of cards valued in excess of $100.00 USD, the User must successfully complete full KYC identity verification administered by our identity verification partner (Footprint). KYC verification requires submission of a valid government-issued photo identification (Driver's License or U.S. Passport) and a live facial biometric scan (liveness selfie match).
  2. Withdrawal Thresholds & Caps: The minimum allowable single cash withdrawal is $5.00 USD. To prevent fraudulent activity and comply with security protocols, cash withdrawals of user_proceeds are subject to a rolling maximum cap of $250.00 USD per consecutive seven (7) day period for standard accounts. The Company reserves the right to hold any withdrawal request for up to seventy-two (72) hours for manual compliance and fraud audit.
  3. Forfeiture of Promotional Credits: As set forth in Clause 3.2(3), submitting any cash withdrawal request results in the immediate and permanent forfeiture of all accumulated promotional credits (user_bonus).

5.6 Commercial Vault Storage for Purchased Property Only

All physical trading cards stored in the Company's Vault represent tangible personal property acquired exclusively through paid first-party commercial retail purchases under UCC Article 2 (6 Del. C. § 2-101 et seq.). Vault storage is governed strictly as a commercial bailment under Virginia UCC Article 7 (6 Del. C. § 7-101 et seq.), where you maintain legal title as bailor. The Platform does not hold, store, or manage sweepstakes prizes, promotional contest items, or non-consideration assets.

SECTION 6: FINANCIAL, REGULATORY, & INVESTMENT DISCLAIMERS (SEC / CFTC COMPLIANCE)

6.1 Non-Investment & Non-Security Characterization (SEC v. W.J. Howey Co.)

You expressly understand, agree, and represent that mystery packs, digital collectible packs, platform wallet credits (user_pack_credit, user_proceeds, user_bonus), and physical trading cards offered on the Platform are consumer retail items and collectibles acquired solely for personal collection, recreation, and entertainment. NONE OF THE PACKS, CARDS, CREDITS, OR SERVICES OFFERED BY CALDARUS LABS CONSTITUTE SECURITIES, INVESTMENT CONTRACTS, DEBT INSTRUMENTS, OR FINANCIAL ASSETS UNDER THE SECURITIES ACT OF 1933 (15 U.S.C. § 77a et seq.), THE SECURITIES EXCHANGE ACT OF 1934 (15 U.S.C. § 78a et seq.), OR STATE BLUE SKY LAWS.

Applying the federal four-prong economic reality test established by the United States Supreme Court in SEC v. W.J. Howey Co., 328 U.S. 293 (1946):

  1. No Investment of Money in a Common Enterprise: Purchases represent individual retail sales of physical goods under UCC Article 2. User funds are not pooled into a common profit-seeking enterprise.
  2. No Reasonable Expectation of Profits: Collectible trading cards carry no promise, representation, or expectation of financial yields, dividends, interest, or capital appreciation.
  3. No Profits Derived Solely from the Efforts of Others: Fluctuations in trading card prices are driven entirely by external secondary collector markets, sports performance, and general consumer demand, completely independent of the managerial efforts of Caldarus Labs

6.2 Absence of Investment Intent & Reves Test Compliance (Reves v. Ernst & Young)

Under the "family resemblance" test articulated in Reves v. Ernst & Young, 494 U.S. 56 (1990), platform wallet credits and card holdings carry no characteristic of debt notes or financial investments. You represent and warrant that you are purchasing items on the Platform with consumer and collector intent, and NOT as an investment, speculative vehicle, tax shelter, or financial hedge.

6.3 CFTC Commodity & Derivatives Exemption (7 U.S.C. § 1 et seq.)

Pack Purchases and merchant Buyback transactions executed on the Platform are spot retail commercial transactions involving immediate title transfer of tangible physical goods. THE PLATFORM DOES NOT OFFER, FACILITATE, OR SOLICIT COMMODITY FUTURES CONTRACTS, OPTIONS ON FUTURES, SWAPS, LEVERAGED MARGIN TRANSACTIONS, OR DERIVATIVE FINANCIAL INSTRUMENTS GOVERNED BY THE COMMODITY EXCHANGE ACT (CEA, 7 U.S.C. § 1 et seq.) OR THE COMMODITY FUTURES TRADING COMMISSION (CFTC). Buyback quotes are short-dated spot repurchase offers and do not constitute futures or binary options.

6.4 Tax Responsibilities & IRS Form 1099-K Information Reporting

You acknowledge and agree that you are solely responsible for determining, calculating, reporting, and remitting all applicable federal, state, and local taxes arising from your transactions on the Platform, including capital gains tax resulting from the sale or repurchase of physical collectible cards. Under Internal Revenue Code (IRC) rules, physical collectible trading cards are classified as "collectibles," subject to federal capital gains tax rates of up to 28%.

Pursuant to Section 6050W of the Internal Revenue Code and the One Big Beautiful Bill Act (OBBBA) of 2025 information reporting provisions, Caldarus Labs (or its third-party settlement entities) is required to file IRS Form 1099-K ("Payment Card and Third Party Network Transactions") for users whose gross payout proceeds (user_proceeds) meet or exceed $20,000.00 USD AND 200 individual transactions within a calendar year (or lower applicable state reporting thresholds). If your transactions trigger Form 1099-K reporting, you agree to promptly provide your Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN) upon request. Failure to provide required tax details may result in immediate suspension of withdrawal privileges and backup withholding as required by law.

SECTION 7: DISPUTE RESOLUTION: MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW

7.1 Mandatory Pre-Arbitration Informal Dispute Resolution

Before initiating any formal legal claim, arbitration, or proceeding against Caldarus Labs, you and the Company agree to engage in a mandatory, good-faith informal dispute resolution process. The party initiating a dispute must send a written "Notice of Dispute" to the other party. Notices sent to Caldarus Labs must be delivered via certified U.S. mail to: Caldarus Labs, Attn: Legal Department / Dispute Notice, 1521 Boyd Pointe Way, Unit 3402, Tysons, VA 22182, with a copy emailed to support@caldaruslabs.app. The Notice of Dispute must include: (1) the claimant's full legal name, physical address, registered email address, and phone number; (2) a detailed description of the nature, facts, and legal basis of the claim; and (3) the specific financial or injunctive relief sought. For a period of thirty (30) calendar days following receipt of a complete Notice of Dispute, the parties shall negotiate in good faith to resolve the dispute. Participation in this informal dispute resolution procedure is an indispensable condition precedent to filing any demand for arbitration or court proceeding. The statute of limitations and any filing fee deadlines shall be tolled during this 30-day negotiation period.

7.2 Binding Individual Arbitration under the Federal Arbitration Act (FAA)

PLEASE READ THIS SECTION CAREFULLY. IT DIRECTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

If a dispute is not resolved through the informal process set forth in Clause 7.1 within thirty (30) days, you and Caldarus Labs agree that ANY AND ALL DISPUTES, CLAIMS, CONTROVERSIES, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, PACK PURCHASES, PROVABLY FAIR DRAWS, BUYBACKS, VAULT SERVICES, OR YOUR ACCOUNT SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT.

This arbitration agreement is governed by the Federal Arbitration Act (FAA, 9 U.S.C. § 1 et seq.) in all respects, demonstrating that transactions on the Platform involve interstate commerce. State arbitration statutes shall apply only to the extent they are not preempted by the FAA. The arbitration shall be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules currently in effect (available at www.adr.org), as modified by this Agreement. Unless you and the Company otherwise agree in writing, arbitration hearings shall take place in Tysons, Virginia, or, at the election of the User, via remote videoconference or telephonic hearing. The arbitrator shall have exclusive authority to resolve all issues of arbitrability, threshold jurisdiction, scope, validity, or enforceability of this Agreement, including any claim that all or part of this Agreement is void or voidable. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction.

7.3 AAA Mass Arbitration Staged Batching Defense Protocol

To ensure the efficient, fair, and orderly resolution of multiple similar claims and prevent abusive mass arbitration fee structures (conforming to procedural protections established in mass filing jurisprudence such as Lesko v. Whatnot Inc.), you and the Company expressly agree to the following staged batching protocol:

  1. Batching Definition: If twenty-five (25) or more individual demands for arbitration of a similar nature presenting substantially common questions of law or fact are submitted to the AAA by or with the assistance of the same law firm, group of law firms, or coordinated legal entities within a 180-day period, AAA shall administer the arbitration demands in staged batches of no more than twenty-five (25) claims per batch.
  2. Sequential Administration: AAA shall randomly assign 25 claims to Batch 1, initiate arbitration proceedings, appoint a single arbitrator for each claim, and process Batch 1 to final hearing or resolution. During the pendency of Batch 1, AAA shall NOT process, administer, assess filing fees for, or schedule hearings for any remaining claims in subsequent batches. All remaining claims shall be stayed, and applicable statutes of limitations shall remain fully tolled until their batch is selected for administration.
  3. Iterative Processing: Upon complete resolution or settlement of all claims in Batch 1, AAA shall select the next 25 claims for Batch 2, and process them under the same protocol. This iterative batching process shall continue sequentially until all claims are resolved.
  4. Enforceability of Batching: A court of competent jurisdiction located in Virginia shall have exclusive authority to enforce this Clause 7.3 and enjoin the administration of mass filings that violate this staged batching requirement.
  5. AAA Mass Arbitration Severability Fallback Clause (Lesko v. Whatnot & Heckman v. Live Nation): If any court of competent jurisdiction, arbitrator, or administrative tribunal holds, finds, or determines that the 25-claim staged batching mechanism set forth in this Clause 7.3 (or any subpart hereof) is invalid, unlawful, void, or legally unenforceable under applicable law—including under judicial precedents such as Lesko v. Whatnot Inc., No. 23-cv-03704 (N.D. Cal.), or Heckman v. Live Nation Entertainment, Inc., 114 F.4th 1102 (9th Cir.)—then such staged batching mechanism shall be automatically severed from this Agreement. The invalidity or unenforceability of Clause 7.3 shall NOT affect, impair, or invalidate any other provision of this Agreement. Specifically, all remaining provisions of Section 7—including Clause 7.2 (Binding Individual Arbitration under the FAA), Clause 7.4 (Explicit Class Action Waiver), and Clause 7.5 (Explicit Waiver of Jury Trial)—shall survive intact and remain fully valid, binding, and enforceable. In the event of such severance, all individual arbitration demands shall be administered and resolved on an individual basis under standard AAA Consumer Arbitration Rules (and the AAA Mass Arbitration Supplementary Rules then in effect), without waiving or impairing the requirement that all disputes be resolved strictly through individual binding arbitration.

7.4 Explicit Class Action, Collective Action, & Representative Action Waiver

YOU AND CALDARUS LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING.

Pursuant to the FAA and United States Supreme Court holdings in AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) and Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018), the arbitrator shall have no authority to combine, consolidate, or administer arbitration on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court or arbitrator determines that any portion of this Class Action Waiver is unenforceable as to a specific claim or request for relief, that specific claim or request shall be severed and litigated in court pursuant to Clause 7.6, while all remaining claims shall proceed in individual binding arbitration.

7.5 Explicit Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CALDARUS LABS HEREBY IRREVOCABLY WAIVE ANY AND ALL CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

7.6 Governing Law & Virginia Forum Selection

This Agreement, its interpretation, performance, breach, and all disputes arising hereunder or related hereto shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without giving effect to any conflict of law or choice of law principles that would result in the application of the laws of any other jurisdiction. To the extent any claim or proceeding is held not to be subject to binding arbitration under Clause 7.2, you and Caldarus Labs agree that such action shall be brought exclusively in the state courts of Virginia located in New Castle County, Virginia, or the United States District Court for the District of Virginia. You irrevocably consent to the exclusive personal jurisdiction and venue of such courts and waive any objection based on forum non conveniens.

7.7 30-Day Written Right to Opt Out of Arbitration

You have the right to opt out of the mandatory binding arbitration provisions of Clause 7.2 by delivering a written opt-out notice to the Company within thirty (30) calendar days of the date you first register your Account or assent to this Agreement. To be valid, your opt-out notice must be sent by certified U.S. mail to: Caldarus Labs, Attn: Legal Department / Arbitration Opt-Out, 1521 Boyd Pointe Way, Unit 3402, Tysons, VA 22182. The notice must contain: (1) your full legal name; (2) your physical residential address; (3) your registered Account email address; and (4) an unequivocal statement that you reject mandatory arbitration. Rejection of arbitration shall not affect any other section of this Agreement, including Clause 7.4 (Class Action Waiver) and Clause 7.6 (Virginia Governing Law).

SECTION 8: LIMITATION OF LIABILITY, INDEMNIFICATION, & WARRANTY DISCLAIMERS ("AS IS")

8.1 Conspicuous Warranty Disclaimer ("AS IS" & "AS AVAILABLE" under UCC § 2-316)

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, MYSTERY PACKS, DIGITAL COLLECTIBLES, PROVABLY FAIR DRAWS, BUYBACK SERVICES, VAULT STORAGE, AND ALL CONTENT AND SOFTWARE CONTAINED THEREIN ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. CALDARUS LABS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

PURSUANT TO VIRGINIA UCC § 8.2-316 (VA. CODE ANN. § 8.2-316), THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED, SECURELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT FMV VALUATION QUOTES REFLECT REALIZABLE SECONDARY MARKET RESALE PRICES.

8.2 Exclusion of Consequential, Indirect, & Punitive Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CALDARUS LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, OR VAULT OPERATORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE PLATFORM.

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE, OR UNAUTHORIZED ACCOUNT ACCESS.

8.3 Aggregate Monetary Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CALDARUS LABS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ALL CLAIMS, DISPUTES, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, PACK PURCHASES, OR VAULT SERVICES SHALL NOT EXCEED THE GREATER OF:

  1. ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD); OR
  2. THE TOTAL NET AMOUNT OF FEES PAID BY YOU TO CALDARUS LABS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THIS LIMIT. YOU ACKNOWLEDGE THAT THE PRICING AND TERMS HEREOF REFLECT THIS ALLOCATION OF RISK AND THAT THE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

8.4 Broad User Indemnification Obligations

You agree to defend, indemnify, hold harmless, and release Caldarus Labs, its parent company, affiliates, affiliates, and their respective officers, directors, shareholders, employees, agents, contractors, attorneys, and licensors from and against any and all third-party claims, demands, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  1. Your access to, use of, or misuse of the Platform, mystery packs, or vault services;
  2. Your breach or alleged breach of any provision, representation, warranty, or covenant contained in this Agreement;
  3. Your violation of any applicable federal, state, local, or international law, statute, or regulation;
  4. Your violation of any third-party right, including intellectual property, privacy, publicity, or property rights;
  5. Your creation or operation of multiple accounts, use of automated bots, scripts, or cheating mechanisms; or
  6. Fraudulent payment activities, chargeback disputes, or unauthorized payment method utilization.

8.5 Force Majeure & Maintenance Rights

The Company shall not be liable or responsible for any failure or delay in performing its obligations under this Agreement resulting from acts, events, or circumstances beyond its reasonable control ("Force Majeure Events"). Force Majeure Events include natural disasters, acts of God, war, terrorism, riots, civil unrest, labor disputes, power outages, telecommunication failures, internet outages, cyberattacks, denial-of-service (DoS) attacks, hardware failures, physical vault emergencies, market panics, or emergency changes in applicable law or regulatory mandates. The Company reserves the right to suspend or restrict Platform operations, pack rips, or buyback services at any time for scheduled or emergency server maintenance, security upgrades, or regulatory compliance.

8.6 Severability, Integration, & Non-Waiver

If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement, together with the Privacy Policy and DPA, Official Sweepstakes Rules, Responsible Purchasing Policy, and EULA, constitutes the entire and exclusive legal agreement between you and Caldarus Labs regarding the subject matter hereof, superseding all prior or contemporaneous oral or written agreements, communications, proposals, or representations. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

CONTACT INFORMATION

Caldarus Labs
1521 Boyd Pointe Way, Unit 3402, Tysons, VA 22182
Sole proprietorship — Commonwealth of Virginia

Legal Department & Dispute Notices: support@caldaruslabs.app
Customer Support & Inquiries: support@caldaruslabs.app
Platform Website: https://caldaruslabs.app