THESE TERMS OF SECURITY REVIEW COMPETITIONS (these "Terms") shall govern those certain security review competitions (the "Competitions") being hosted by Spearbit Labs, Inc. (DBA Cantina Security), a Delaware corporation ("Cantina") on its digital platform known as Cantina Code (the "Platform") available at https://cantina.security. The Competitions and all use of the Platform is subject to the General Terms of Use accepted by each user upon registration with Cantina. These Terms control over the General Terms of Use to the extent of any conflict. Each user of the Platform (hereinafter "you" or "User") is encouraged to read these Terms carefully prior to engaging in the Competition.
These Terms establish the framework, rules, and various other terms and conditions that govern the Competitions. These Terms are applicable to the researchers participating as contestants in the Competitions (the "Researchers"), the organizations seeking security review services and sponsoring the Competitions ("Sponsors"), and the security experts engaged by Cantina, as independent contractors, as judges (the "Judges"). Researchers, Sponsors and Judges may each be referred to herein as a "Party" and collectively as the "Parties".
BY CLICKING THE "I ACCEPT" OR SUCH SIMILAR FUNCTION PROVIDED BY CANTINA PRIOR TO ENGAGING IN THE COMPETITION OR ACCESSING THE PLATFORM, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE HERETO. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THE PLATFORM OR ENGAGE IN THE COMPETITION. WITHOUT DEROGATING FROM THE FOREGOING, THE USE OF THE PLATFORM OR ENGAGING IN THE COMPETITION WILL BE DEEMED AN ACCEPTANCE OF THESE TERMS. FURTHER, BY ACCEPTING THESE TERMS, YOU HEREBY REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION OR LEGAL ENTITY FOR WHICH YOU ACT. THE USE OF THE TERM "YOU" WITH RESPECT TO SPONSORS MAY REFER TO BOTH AN INDIVIDUAL REPRESENTATIVE OF A SPONSOR AS WELL AS SPONSOR ITSELF ON WHOSE BEHALF THESE TERMS ARE ACCEPTED, TO THE EXTENT APPLICABLE.
1. Competition Framework
(i) Before a Competition launches, Cantina and the Sponsor sign a written agreement setting out the scope, Pot, budget, schedule and funding of the Competition, such as a master services agreement ("MSA") together with any statement of work, exhibit or order form under it (collectively, the "Sponsor Agreement"). Cantina then publishes the Competition on the Platform, including its scope, start and end dates, point and reward structure, severity criteria and any program-specific rules (the "Competition Outline").
(ii) Sponsors shall provide Cantina with the information needed to set up the Competition, including the code repositories in scope, any known issues, and any other information Cantina reasonably requests.
(iii) Cantina will work with Sponsors to define an appropriate incentive structure, total monetary incentives available for reward (the "Pot"), vulnerability severity criteria, reward distribution process, and any other aspects of the Competition within Sponsor's desired budget.
(iv) Unless the Sponsor Agreement provides otherwise, Sponsors shall transfer the Pot amount to Cantina at least 48 hours prior to the Competition start date. Unless otherwise instructed by Cantina, Sponsor shall fund the Pot in USDC to the Ethereum Mainnet address indicated on Cantina's invoice. Cantina will not be responsible for any misdirected payments or Ethereum network failures. Any part of the Pot that is not awarded is handled as set out in the Sponsor Agreement.
(v) Unless otherwise modified by a Competition Outline, each Competition shall consist of manual, semi-automated or automated code review by Researchers to identify security issues (the "Security Review" or the "Services") in all code submitted to a designated repository (the "Code").
(vi) Each Competition will have a defined start and end date, which will be clearly communicated to all participants in the Competition Outline.
(vii) Judges will determine the level of severity of each vulnerability submitted by Researchers in accordance with the parameters provided by Cantina. In the Judge's discretion, Sponsors may be invited to provide input on determinations of severity.
(viii) The Parties acknowledge that total new rewards distributable to Researchers will be reduced by the associated protocol fees, marketplace fees, or any other fees that may reasonably be charged by Cantina, including taxes in certain jurisdictions.
(ix) Rewards will be announced within 45 days of the Competition end date, as determined by the Judges and Cantina (the "Judgment Period"). Cantina reserves the right to extend the Judgment Period should special circumstances require. Competition results become final and binding on Researchers once the escalation period has closed and Cantina has decided any Escalations under Section 2(v).
2. Point and Rewards System
(i) General Allocation: Rewards will be based on a point system. Researchers will accrue points according to the severity of each vulnerability reported. Monetary rewards will then be allocated according to the number of points accrued.
(ii) Competition Specifics: The specific criteria for allocating points by severity will vary from Competition to Competition and will be published in the Competition Outline.
(iii) Judgment: The Judge will be responsible for the initial assessment and point allocation for each vulnerability discovered.
(iv) Validation Process: Rewards are issued only after the reported issue is validated as a previously unknown issue that necessitates a code or configuration change. If the Judge determines that none of the submitted findings are valid, no points will be awarded.
(v) Escalation: After the results are announced, the Researcher who submitted a finding may escalate the Judge's decision on that finding (an "Escalation") within the escalation period announced with the results, giving additional context or justification. Cantina reviews each Escalation, and its decision is final. Invalid Escalations may incur a penalty, as set out in the Competition Outline or the Cantina documentation, deducted from the Researcher's future competition earnings.
(vi) Final Judgment: Monetary rewards will be finally allocated within a specified timeframe after the issuance of the final judgment by the Judge. Cantina may adjust the reward allocation only to correct errors or to address fraud or breaches of these Terms or the Code of Conduct.
3. Payment Terms
(i) KYC Requirement: Researchers must pass Know Your Customer (KYC) requirements and sanctions screening, and must have a valid tax form (IRS Form W-9 or W-8) on file, prior to receiving payment. Cantina will hold a Researcher's reward until these requirements are complete and will release it in the next scheduled payment batch after they are complete. A reward is not forfeited because it is held. Cantina will not pay any reward where payment would violate applicable law, including Sanctions (as defined in Section 14).
(ii) Payment Timeline: Subject to Section 3(i), Cantina will distribute each Researcher's proportionate share of the Pot after the final Judgment. Unless the Competition Outline states otherwise, rewards are paid in USDC on the Ethereum mainnet to the wallet address the Researcher has verified on the Platform. Researchers are responsible for the accuracy of that address, and Cantina is not responsible for funds sent to an address provided by the Researcher. Blockchain transactions cannot be reversed.
(iii) Taxes and Fees: All payments are subject to applicable taxes and transaction fees, which will be borne by the researcher unless otherwise specified.
(iv) Contingencies and Exceptions: Cantina may adjust or withhold a payment only to correct errors, to address fraud or breaches of these Terms or the Code of Conduct, or as provided in Section 3(i).
4. Researcher Terms and Obligations
(i) To participate in a Competition, Researchers must: (i) be registered on Cantina, (ii) accept these Terms and any other policies applicable to the use of the Platform, (iii) not be subject to restrictive covenants or other legal obligations that would prohibit Researcher from participating (e.g., employment contracts), (iv) be at least 18 years of age and not be considered a minor in Researcher's country or jurisdiction, and (v) not be a sanctioned person or a citizen of a sanctioned country under applicable law.
(ii) Once registered, Researchers will be permitted to enter a Competition through the Competition's entry link. Cantina reserves the right to restrict a Researcher's participation in a Competition in its sole discretion.
(iii) Researcher participation will be permitted without completing and passing KYC (hereinafter defined), provided, however, prior to receiving distributions of any rewards, Researchers will be required to complete and pass KYC. For purposes of the foregoing, "KYC" shall mean submitting all required information when prompted through Cantina's third party identity verification software. Cantina's handling of Researchers' personal information, including KYC and tax information, is described in the Cantina Privacy Policy at https://www.cantina.security/privacy-policy.
(iv) Upon discovery of a vulnerability, Researchers must create a submission through Cantina Code in accordance with the Competition Outline.
(v) Researchers must adhere to all rules and any other parameters published in the Competition Outline, including, without limitation, the following standing rules (the "Standing Rules"):
(a) Researchers shall at all times act in good faith and demonstrate professionalism, integrity, and respect throughout their participation in the Competition;
(b) Researchers must not use scanning, denial of service, spamming and related techniques and/or attacks, which may harm, cause degradation of or otherwise influence the integrity or reliability of the Code or the Platform;
(c) Researchers shall not access the Competition or Cantina Code for any purpose other than participation in the Competition in accordance herewith;
(d) Researchers must not transmit any viruses or exploits through Cantina Code or otherwise in connection with your participation in a Competition;
(e) Researchers shall not engage in any testing with mainnet or public testnet contracts, any testing with pricing oracles or third party smart contracts, any testing with third party systems, applications or websites, or any automated testing of services that generates significant amounts of traffic;
(f) All Researchers are required to adhere to the Cantina Code of Conduct and to the rules, guidelines, and procedures outlined in the official Cantina documentation. Failure to comply may result in disqualification from the Competition and potential further action as deemed appropriate.
(g) Researchers must personally review and verify every submission. Submissions that are spam, low-effort, or generated with automated or artificial intelligence tools without the Researcher's own review and verification are not permitted.
(h) Researchers may use artificial intelligence or other third-party tools with Confidential Information only if the tool does not retain that information to train models and does not disclose it to others. Researchers remain fully responsible for how any tool they use handles Confidential Information.
(i) If a Researcher encounters personal information about any individual, the Researcher must access only what is needed to demonstrate the issue, must not copy, retain or disclose it, must delete it after submitting the report, and must state in the submission that personal information was encountered.
(vi) Breach of any clause in these Terms, including, without limitation, violations of obligations related to confidentiality, unethical behavior, unauthorized disclosure, falsifying vulnerability reports, any form of dishonest conduct, and any attempt to exploit vulnerabilities for malicious intent will result in immediate disqualification.
(vii) Responsiveness: If a Researcher does not respond to a request for information about a submission within seven (7) days, Cantina may close the submission.
(viii) Teams: Researchers may participate as a team only if Cantina approves the team before any finding is submitted, as described in the Cantina documentation. A team cannot be changed after it has submitted a finding. Rewards for a team are paid to the team lead, who is responsible for distributing them to team members, and Cantina is not responsible for disputes within a team. Each team member must comply with these Terms and may be required to meet the requirements of Section 3(i), and the team lead must meet the requirements of Section 3(i) before receiving payment.
5. Sponsor Obligations
(i) Sponsor shall submit the Code identified by commit hash to Cantina, in accordance with the schedule set forth in the Competition Outline, or if no schedule is specified, at least 24 hours before the Competition is scheduled to begin.
(ii) Sponsor shall make representatives available to respond to any requests from Researchers and reasonably cooperate with Cantina and Researchers throughout the course of the Competition.
(iii) Sponsor acknowledges and agrees that the results of the Competition are not a guarantee of the security or effectiveness of the Code and shall not absolve Sponsor from its responsibility to conduct thorough testing, auditing, and risk assessment.
6. Terms and Criteria for Judges
(i) Compensation: Compensation for Judges will be determined on a case-by-case basis and will be agreed upon in writing before the commencement of the Competition. Compensation shall be payable within 90 days of the Competition end date. Judges are independent contractors of Cantina, and their engagement and compensation are governed by their written agreement with Cantina, which controls if it conflicts with this Section 6.
(ii) Judgment Submission: Judges are required to submit their final judgments to Cantina within 30 days of the Competition end date for review and approval. The assessment of the level of severity for each submitted vulnerability and the allocation of rewards should be submitted in accordance with parameters provided by Cantina and be consistent with industry accepted standards.
(iii) Expertise and Conflict of Interest: Judges are required to act in good faith and maintain impartiality throughout the adjudication process. Judges shall possess substantial experience in the field of security reviews and a reputation for ethical behavior, impartiality, and professional achievements. Judges must have no conflicts of interest concerning Sponsors or the Researchers. Judges may not participate as Researchers in, or submit findings to, any Competition they judge.
(iv) Confidential Information: Judges are required to maintain the confidentiality of all proprietary or non-public information they may have access to during the judging process in accordance with the confidentiality obligations in Section 7 hereto.
(v) Termination and Replacement: Cantina reserves the right to terminate a Judge's engagement for reasons including, but not limited to, conflicts of interest, failure to act in good faith, or failure to comply with these Terms or any other Competition parameters ("Cause"). In the event of the termination of a Judge, a replacement Judge shall be appointed by Cantina. Should a Judge be terminated prior to the conclusion of their engagement, compensation shall be handled as follows:
(a) No Fault Termination: In the event of termination due to circumstances beyond the control of the Judge (e.g., cessation of the Competition, insolvency of Sponsor), the Judge shall be entitled to pro-rata payment for services rendered up to the date of termination, as determined by Cantina.
(b) Termination for Cause: If the Judge is terminated for Cause, they shall forfeit all entitlement to compensation that would have otherwise been payable.
7. Confidentiality Obligations
(i) Unless otherwise permitted hereunder, all information related to any Competitions, including the Code, vulnerabilities, and other sensitive information that is, or should reasonably be understood to be, confidential to Sponsor (the "Confidential Information"), must be kept confidential by the Researchers and Judges. Any unauthorized disclosure may result in immediate disqualification from the Competition and legal action. Further, Researchers and Judges shall not use the Confidential Information for any purpose except as required to perform the Services, and not release any reports, announcements, or any other public communications concerning the Confidential Information without Sponsor's prior written consent. The obligations under this section shall survive the termination or expiration of these Terms or any Competition. Confidential Information shall include any communications between the Parties and any of Sponsor's financial, business, and technical plans and strategies, pricing information, inventions, and new products, services, and technologies that are, or should be reasonably understood to be, confidential to Sponsor.
(ii) Notwithstanding any other provision of these Terms, the Researchers and the Judges shall have no obligation to maintain the confidentiality of any Confidential Information to the extent that such information: (a) becomes publicly known through no fault or breach of the Researcher or the Judge; (b) is already in the possession of the Researcher or the Judge prior to disclosure by Sponsor, as evidenced by written records; (c) is independently developed by the Researcher or the Judge without use of the Confidential Information, as demonstrated by written documentation; (d) is lawfully obtained by the Researcher or the Judge from a third party without any breach of confidentiality obligations; (e) is required to be disclosed by applicable law, regulation, or legal process, provided that the Researcher provides prompt notice to Sponsor to enable appropriate protective measures; and (f) is disclosed with the prior written consent of Sponsor.
8. Ownership of Intellectual Property
(i) Separation of Intellectual Property: The Parties acknowledge and agree that the Fixes (hereinafter defined) and Findings (hereinafter defined) are separate and distinct forms of intellectual property. The Fixes are specific to Sponsor's Code and are transferred to Sponsor for their exclusive use. The Findings, on the other hand, are general methodologies or tools that are not specific to Sponsor's Code and remain the property of Cantina.
(ii) Ownership of Fixes: All intellectual property rights in and to the fixes, including but not limited to, code modifications, patches, and solutions specifically designed to resolve vulnerabilities identified in Sponsor's Code ("Fixes"), shall be automatically transferred to Sponsor upon the submission of the security review report by the Researchers. Sponsor shall have the exclusive right to use, modify, distribute, and sublicense the Fixes.
(iii) Ownership of Findings: All intellectual property rights in and to the general tools, methods, and methodologies that Cantina provides or develops and that are not specific to Sponsor's Code ("Findings") are owned exclusively by Cantina, and Cantina may use, license and commercialize them for any purpose, provided that such use does not violate any confidentiality obligations Cantina owes to Sponsor. Sponsor has no right to claim ownership over the Findings. Researchers keep all rights in their own tools, methods and techniques, subject to the license in Section 8(v) and their confidentiality obligations under Section 7.
(iv) Limited License from Sponsor. Sponsor grants Cantina a limited, non-exclusive, royalty-free license to use Sponsor's Code solely to operate the Competition, including hosting it on the Platform, judging submissions, and preparing reports for Sponsor. This license ends when the Competition ends, except as needed to resolve pending submissions or to comply with law. Cantina will not use Sponsor's Code to train artificial intelligence or machine learning models, and shall not use Sponsor's Code for any other purpose without Sponsor's explicit written consent.
(v) License to Researcher Submissions. Each Researcher grants Cantina a worldwide, non-exclusive, perpetual, royalty-free license to use, copy, modify, and share the Researcher's submissions and reports in order to operate the Competition, deliver them to the Sponsor, and provide and improve Cantina's services in accordance with the General Terms of Use. Each Researcher represents that it has the right to grant this license. Submissions remain subject to Section 7.
9. Representations and Warranties
(i) Each Party represents and warrants to the other Party that: (a) it has the full power to participate in the Competition; and (b) if such Party is an entity or other legally recognized organization, it is validly existing and in good standing under the laws of the state or jurisdiction in which such Party is formed or organized.
(ii) Researchers represent, warrant, and covenant as follows: (i) Researchers will comply with and provide all Services in accordance with the Competition Outline, these Terms and applicable law; (ii) Researchers have the full power, rights, licenses, and consents to participate in the Competitions and by doing so they will not be in breach of any obligation owed to a third party; (iii) Researchers participation in any given Competition will not violate, infringe, or misappropriate the proprietary rights of any third party, including any intellectual property rights; and (iv) Researchers will comply with all of the Platform's privacy and data security requirements.
(iii) Sponsors represent, warrant, and covenant as follows: (i) that the Code, the Project (hereinafter defined), and any other materials provided for review (the "Sponsor Data") has been produced for lawful purposes and does not violate any applicable laws, regulations, or contractual obligations; (ii) that Sponsor Data has not been designed or intended to engage in any fraudulent, illegal, or unethical activities; (iii) that Sponsor is the lawful owner of all intellectual property rights associated with Sponsor Data, or has obtained all necessary licenses and permissions to provide Sponsor Data for review; (iv) that Sponsor Data does not infringe upon the intellectual property rights of any third party, including but not limited to copyrights, trademarks, and patents; (v) that all information provided to Researchers in relation to Sponsor Data is accurate, complete, and not misleading; and (vi) that Sponsor Data does not contain any malicious code, viruses, worms, or other harmful components that could adversely affect any programs, hardware, or accounts of Researchers. The "Project" shall mean that certain protocol, network, smart contract, or any other source of code identified in the Competition Outline.
(iv) If a Sponsor is organized as a Decentralized Autonomous Organization ("DAO"), such Sponsor hereby represents and warrants that it operates in compliance with the applicable smart contracts that govern its functions ("Governing Smart Contracts") and is recognized as a legitimate and operational DAO by the network of nodes that interact with the Governing Smart Contracts. The DAO further represents that it has taken reasonable steps to comply with any and all applicable legal, regulatory, or community-imposed standards or requirements relevant to its jurisdiction(s) of operation, if any. Cantina reserves the right to require that DAOs enter into the contractual relationship effected by these Terms or a Sponsor Agreement through an affiliate or other legal wrapper that satisfies the representations and warranties set forth in Section 9(i) hereto. Cantina further reserves the right to require that any persons acting on behalf of a DAO or requesting services with respect to a decentralized Project produce evidence of their authority to act on behalf of the DAO or other decentralized Project (e.g., copy of improvement proposal or other on-chain vote authorizing the retention of security review services).
10. Disclaimers and Acknowledgements
(i) The Services to be rendered by Researchers are strictly limited to those described in the Competition Outline. Any Services not specifically itemized are not required to be provided unless otherwise agreed to by the Parties in writing. Without limiting the generality of the foregoing, Researchers' Services do not include: review of code not included in Sponsor's final repository; quality assurance testing of any front-end applications; or advice on Sponsor's business or economic model.
(ii) Sponsor acknowledges that while the Security Review aims to identify major vulnerabilities and issues, it has inherent limitations, including, without limitation, the number and tier of Researchers, the incentives offered, and the length of the Competition. The Competition does not constitute a guarantee that all defects, vulnerabilities or risks will be identified. The Competition does not serve as a guarantee against losses, including without limitation losses due to malicious attacks, human error, or code failure. Sponsor agrees it remains responsible for continually monitoring, testing, and securing its code after any Competition.
11. Publication of Report
The Parties hereby consent to Cantina issuing press releases, social media posts, or similar public announcements in connection with the Competition for marketing purposes (the "Marketing Activity"). Researchers agree that Cantina and the Sponsor may identify them by their Platform username in any Marketing Activity or published results. With Sponsor's express consent, such Marketing Activity may include, without limitation, the publishing of Researchers' findings and other forms of the consolidated results of a Competition. In the event Sponsor permits Cantina's publishing Researchers' findings and other forms of the consolidated results of a Competition, Cantina shall be released from any confidentiality obligations with respect to such content.
12. Use of Marks
No Party shall use any Marks (hereinafter defined) of another Party without the prior written consent of the owning Party. Each Party agrees that the other Party and/or its affiliates are the sole owners of the Marks and they will not do anything inconsistent with that ownership. "Marks" means the trade names, trademarks, service marks, logos or other commercial symbols of a Party hereto or any of its affiliates. In the event a Party hereto is permitted to use Cantina's Marks, such use shall in all cases comply with Cantina's branding and citation requirements, made available at the following URLs, respectively: https://www.cantina.security/about/branding and https://www.cantina.security/citation.
13. Agreement to Terms and Modification
By participating in the Competition, you agree to be bound by these Terms and any other terms that are incorporated by reference in the Terms. Cantina reserves the right to modify or update these Terms at any time without prior notice. Changes to these Terms or to a Competition Outline do not apply to submissions made before the change is posted. If you don't agree to be bound by these Terms, as modified or updated, you shall not participate in any Competitions. If you violate any of these Terms, you may lose your right to participate in Competitions.
14. Sanctioned Persons
Neither you nor any of your affiliates is: (a) in violation of any Sanctions (defined below); (b) a Sanctioned Person (defined below); or (c) otherwise restricted from receiving the Services due to Sanctions. Neither you nor any of your affiliates, directors, officers, employees or agents: (i) conducts any business or engages in any transaction or dealing with any Sanctioned Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any Sanctions, nor will you deal with or engage in such transaction; (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Sanctions; or (iv) otherwise engages in any transaction that could cause Cantina to violate any Sanctions. Without derogating from the foregoing, you shall not perform any of your obligations under the engagement hereunder by means of a Sanctioned Person. You shall deliver to Cantina any certification or other evidence reasonably requested from time to time by Cantina confirming your compliance with this Section 14. In addition, you represent and warrant that you have implemented, and will consistently apply appropriate procedures to ensure that the representations and warranties in this Section 14 remain true and correct while the engagement hereunder is in effect.
"Sanctioned Person" means a person, entity or organization that: (a) is listed on any Sanctions list or is otherwise under Sanctions due to ownership or control by a person or organization under Sanctions; (b) is located, organized, operating from or resident in any country, territory, or region that is the subject or target of Sanctions or is an instrumentality of or controlled by a government in such territory; or (c) is otherwise the target of Sanctions.
"Sanctions" means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) Israel (ii) the European Union (iii) the United Kingdom, the United States government and any of its agencies, including, without limitation, OFAC and the U.S. State Department, or any other applicable governmental authority having jurisdiction in connection with the Service.
15. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard for conflict-of-law principles that would result in the application of the law of a jurisdiction other than the State of Delaware.
16. Assignment
Except as otherwise provided herein, Researchers and Sponsor are not permitted to assign these Terms or any rights or obligations hereunder without the prior written consent of Cantina and the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, each of the Parties may, without such consent, assign these Terms and its rights and obligations hereunder to any of its parent companies, subsidiaries, or affiliates or in connection with the transfer or sale of all or substantially all of the portion of its business to which these Terms relates or in the event of its merger, spin-off, change of control, reorganization, or divestiture of any of its equity, business, or assets to which these Terms relates, including with respect to a foundation, DAO or similar entity, or consolidation with a third party. Any permitted assignee will assume all obligations of its assignor under these Terms in writing concurrent with the assignment. Any purported assignment in violation of this clause will be void. Except as otherwise provided herein, these Terms shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns under this clause.
17. Dispute Resolution Procedures
In the event that you have a good faith dispute with respect to the Services rendered or received, including, without limitation, that such Services are not consistent with the provisions of the applicable Competition Outline or these Terms, you shall raise it through the dispute feature on the Platform, and not by email or through Cantina support, providing reasonable detail about the facts and circumstances which are the basis of the claim. Cantina will respond to a dispute within ninety-six (96) hours of it being raised. Cantina will engage in mediation efforts with all Users involved in the claim for a period of up to thirty (30) days to resolve such dispute. In the event that the dispute is successfully resolved, each User hereby agrees to take prompt action in accordance with the agreed resolution. In the event that the dispute remains unresolved at the conclusion of such mediation period, Cantina will seek consent from each party involved authorizing Cantina to make a determination with respect to the dispute in Cantina's sole discretion based upon all information gathered, which determination shall be binding on all Users involved. Any disputes arising out of or related to these Terms not otherwise resolved through informal negotiation and mediation between the parties shall be resolved in accordance with the governing law and dispute resolution provisions of the General Terms of Use.
18. Relationship of the Parties
Except for Researchers who are employed or engaged by Cantina, Researchers participate as independent parties and are not employees, partners, joint venturers or agents of Cantina or of any Sponsor. Any relationship between the Parties hereto shall not be construed to constitute a partnership, joint venture or agency. No Party hereto shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of such other Party.
19. Termination
Cantina may suspend or end a Competition, or a Researcher's or Judge's participation in a Competition, at any time, including when the Sponsor Agreement ends. Sponsors may not end a Competition for convenience. Any right to cancel or reschedule a Competition before it launches, and any amounts payable or refundable when a Competition is cancelled or ends, including any unused Pot, are governed solely by the Sponsor Agreement, and no other refunds apply. Rewards for a Competition that has ended remain payable, subject to Sections 1(iv) and 3.
20. Force Majeure
The Parties shall not be liable for non-performance of any obligation under these Terms or a Competition Outline caused by exigent circumstances beyond its control, including, without limitation: natural catastrophes, extreme weather conditions, fire, war, strikes, hostilities, acts of terrorism, civil unrest, governmental interference, embargoes, or pandemic.
21. Notice
Any notice, demand, or communication required or permitted to be given under these terms shall be in writing and may be delivered personally, sent by registered or certified mail with return receipt requested, or transmitted by email. If notice is transmitted by email, it shall be deemed to have been given and received on the same day if sent during the normal business hours of the recipient. If sent after normal business hours, it shall be deemed to have been given and received on the next business day. Either party may change its notice address or email address by giving written notice to the other Party in accordance with this Section. Notice may also be given by personal delivery, registered or certified mail with return receipt requested, or by any other method agreed upon in writing by both parties. Such notice shall be deemed received: (a) in the case of personal delivery, on the date of delivery, or (b) in the case of registered or certified mail, on the date of receipt as indicated on the return receipt.
22. Complete Agreement; Amendments
These Terms, the applicable Competition Outline and, for Sponsors, the Sponsor Agreement set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. These Terms do not amend, override or supersede any Sponsor Agreement. If these Terms conflict with a Sponsor Agreement, the Sponsor Agreement controls as between Cantina and that Sponsor. No waiver of any rights under these Terms shall be effective unless in writing. No delay or failure to require performance of any provision of these Terms shall constitute a waiver of that provision as to that or any other instance.
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