These Guest Terms of Use (these “Terms”) of Cantina, Inc. (“Cantina,” “we,” “our,” or “us”) describe your rights and responsibilities when accessing and/or using our digital services and any and all related software and documentation provided by Cantina (collectively, the “Preview”). By accessing or using the Preview, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read, understood, and agree to our Community Guidelines and Privacy Policy. Cantina reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all visitors and users who access the Preview (“Users”).

ELIGIBILITY
This is a contract between you and Cantina. You must read and agree to these Terms before using the Preview. If you do not agree, you may not use the Preview. You may use the Preview only if you can form a binding contract with Cantina, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You must be at least 18 years old and must have legal capacity to enter into a binding legal agreement to use the Preview. By accessing or using the Preview, you affirm that you are either 18 years of age or older. Cantina reserves the right to terminate or suspend access of users who do not meet these requirements or who provide false information regarding their age.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION (“ARBITRATION PROVISION”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION (“CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

THE PREVIEW EXPERIENCE

You are being invited to preview an experience between an artificial intelligence powered avatar (“Bot”). The Preview is a three-party conversation between you, a Bot, and the Cantina account holder who provided you the link. By agreeing to these terms, you acknowledge that any information you enter in the chat will be visible to and shared with the Cantina account holder who invited you to the Preview. The sharing of information within these rooms is inherent to the features and functionality of the application, much like a group messaging service. You are solely responsible for the information you share. We strongly advise that you do not input any content that you consider private, sensitive, or confidential. We reserve the right, but have no obligation, to monitor disputes between you and other Users. CANTINA WILL HAVE NO LIABILITY FOR YOUR INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S ACTION OR INACTION.

Please be aware that once you share any information in the Preview, you have no control over who else may view that content. We have no control over how the conversation may be shared outside of the application.

[If you attempt to modify or delete any content, please note that it may have already been viewed by the other user as a part of their experience within the Preview. We cannot guarantee the complete removal or non-accessibility of shared content once it has been disseminated within the application.]

BOTS

The Preview allows Users to interact with Bots. Any Bot that depicts or resembles a public figure is strictly a parodical simulation and is not associated or endorsed by such public figure.

It is important to understand that Cantina does not have control over the actions or statements made by Bots. Bots can act unpredictably, and CANTINA DISCLAIMS ALL LIABILITY (INCLUDING CLAIMS FOR NEGLIGENCE) RELATED TO THEIR ACTIONS OR ANY HARM OR DAMAGE YOU SUFFER RESULTING FROM THEIR USE. You waive any claims against Cantina for any harm or damage that may arise in connection to the Bots you interact with.

The way Bots behave is heavily influenced by the prompts provided by Users. You acknowledge that your input, or the input of others, plays a significant role in shaping their actions and responses. You agree that the manner in which you interact with Bots will adhere to our Community Guidelines at all times.

Furthermore, you understand and acknowledge that Bots may not accurately represent the people they are intended to simulate, and their actions and statements are strictly for entertainment purposes only. You should not rely on any statements, representations, instructions, or information provided by Bots for any purpose, including but not limited to decision-making, personal, financial, medical or legal matters. Please be aware that Bots may generate content that, if acted upon, could lead to harmful or even illegal situations. Under no circumstances should you act on such content. CANTINA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY ARISING FROM YOUR RELIANCE ON BOTS OR THEIR ACTIONS OR STATEMENTS, OR YOUR ACTIONS BASED ON THE CONTENT GENERATED BY BOTS.

USER CONTENT

The Preview of Cantina allows Users to interact with a Bot and the Catina account holder who shared the link by submitting text into the Preview experience (any such text a User submits, posts, displays, provides, or otherwise makes available on the Preview is referred to as “User Content”). You agree that any User Content you submit will not violate our Community Guidelines.

By submitting any User Content on or through the Preview, you hereby grant, and you represent and warrant that you have all rights necessary to grant Cantina a royalty-free, transferable, perpetual, irrevocable, non-exclusive, and worldwide license to use such User Content in Cantina’s discretion to provide, promote, monitor, and improve the Preview.

DMCA NOTICE

Since we respect artist and content owner rights, Cantina’s policy is to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Preview, please notify Cantina’s copyright agent as set forth in the DMCA or fill out this Content Violation Report form. For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner; Identification of the copyrighted work that you claim has been infringed; Identification of the material that is claimed to be infringing and where it is located on the Preview;
Information reasonably sufficient to permit Cantina to contact you, such as your address, telephone number, and, e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner;

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Cantina, Inc.
10 Jay St, 4th FL
Brooklyn, NY 11201
Email: copyright@cantina.com
Tel: 929-675-0310
Fax: 646-390-7125

CANTINA TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANY OTHER USER, A BOT, OR THIRD PARTY BROADCASTS OR SENDS WITHIN THE PREVIEW. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A CONDUIT FOR YOUR ONLINE BROADCAST AND PUBLICATION OF YOUR CONTENT. PLEASE NOTE THAT THIS PROCEDURE IS EXCLUSIVELY FOR NOTIFYING CANTINA AND ITS AFFILIATES THAT YOUR COPYRIGHTED MATERIAL HAS BEEN INFRINGED. THE PRECEDING REQUIREMENTS ARE INTENDED TO COMPLY WITH CANTINA’S RIGHTS AND OBLIGATIONS UNDER THE DMCA, INCLUDING 17 U.S.C. §512(C), BUT DO NOT CONSTITUTE LEGAL ADVICE. IT MAY BE ADVISABLE TO CONTACT AN ATTORNEY REGARDING YOUR RIGHTS AND OBLIGATIONS UNDER THE DMCA AND OTHER APPLICABLE LAWS.IN ACCORDANCE WITH THE DMCA AND OTHER APPLICABLE LAW, CANTINA HAS ADOPTED A POLICY OF TERMINATING, IN APPROPRIATE CIRCUMSTANCES, THE ACCOUNTS OF USERS WHO ARE DEEMED TO BE REPEAT INFRINGERS. CANTINA MAY ALSO AT ITS SOLE DISCRETION LIMIT ACCESS TO THE PREVIEW AND/OR TERMINATE THE ACCOUNTS OF ANY INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHETHER OR NOT THERE IS ANY REPEAT INFRINGEMENT.

PREVIEW LOCATION

The Preview is controlled and operated from facilities in the United States. Cantina makes no representations that the Preview is appropriate or available for use in other locations. Those who access or use the Preview from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Preview if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Preview are solely directed to individuals, companies, or other entities located in the United States.

USAGE DATA

Cantina may collect, maintain, process, and use, or you may provide to Cantina, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). You agree that all Usage Data is owned solely and exclusively by Cantina, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to Cantina all rights, title, and interest in and to the same. Accordingly, Cantina may use the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (i) to provide and maintain the Preview; (ii) to develop and improve the Preview; (iii) to monitor your usage of the Preview; (iv) for research and analytics and for Cantina’s other business purposes; and (v) to share analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Preview may contain technological measures designed to prevent unauthorized or illegal use of the Preview. You acknowledge and agree that Cantina may use these and other lawful measures to verify your compliance with the terms of these Terms and to enforce Cantina’s rights, including all Intellectual Property Rights, in and to the Preview.

OUR PROPRIETARY RIGHTS; FEEDBACK

Except for your User Content, the Preview and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, content generated by Bots (the "Cantina Content”), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Cantina and its licensors (including other Users who post User Content to the Preview) providers, distributors, and suppliers (collectively, “Suppliers”). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Cantina Content. Use of the Cantina Content for any purpose not expressly permitted by these Terms is strictly prohibited. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

You may choose to, or we may invite you to submit comments or ideas about the Preview, including without limitation about how to improve the Preview or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Cantina under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Cantina does not waive any rights to use similar or related ideas previously known to Cantina, or developed by its employees, or obtained from sources other than you.

PRIVACY

We care about the privacy of our Users. You understand that by using the Preview you consent to the collection, use and disclosure of your personally identifiable information and aggregate and/or anonymized data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

We reserve the right, but are not obligated, to monitor and review all User Content to ensure compliance with our terms and conditions, our community guidelines, and applicable law. This may include the use of proprietary, or third-party, automated systems to detect potential violations and illegal activity. By using the Preview, you explicitly consent to such monitoring.

THIRD-PARTY SERVICES

The Preview may contain links to third-party websites and services, and may contain content and other materials that are not owned or controlled by Cantina (collectively, “Third-Party Services”). Further, to use the Preview, you may be required to register for Third-Party Services and/or to otherwise enable various Third-Party Services that may directly integrate with the Preview. Cantina does not endorse or assume any responsibility for any Third-Party Services, nor for any information, materials, products, or services available on or through Third-Party Services. If you access a Third-Party Service from the Preview or share your User Content on or through any Third-Party Service, you do so at your own risk, and you understand that these Terms and Cantina's Privacy Policy do not apply to your use of such Third-Party Services. You expressly relieve Cantina from any and all liability arising from your use of any Third-Party Services, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of any advertisers or similar parties found on the Preview, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and any such advertisers or similar parties. You agree that Cantina shall not be responsible for any loss or damage of any sort relating to your dealings with any such advertisers or similar parties.

COOPERATION

If requested, you agree to diligently assist us in responding to requests and inquiries with respect to your User Content, and/or material or transactions associated with you including, without limitation, by providing us with all information and assistance we may reasonably require, and/or responding promptly and accurately to any such requests and inquiries, should we connect between you and the inquirer.

INDEMNITY

You hereby release Cantina from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other User) in connection with the Preview. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

You agree to defend, indemnify and hold harmless Cantina and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Preview, including any data or content transmitted or received by you; (ii) your violation of any of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any Applicable Law; (v) User Content or any content that is by you through the Preview without limitation misleading, false, or inaccurate information; or (vi) your willful misconduct. Cantina reserves the right, in its sole discretion and at its expense, to assume the exclusive defense and control of any such claims, in which case, you agree to cooperate as reasonably requested by Cantina in the defense of such claims.

NO WARRANTY

THE PREVIEW IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PREVIEW IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PREVIEW, THE CANTINA CONTENT, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE PREVIEW ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANTINA OR THROUGH THE PREVIEW WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CANTINA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT THE CANTINA CONTENT OR ANY OTHER INFORMATION CONTAINED IN THE PREVIEW IS ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE PREVIEW WILL MEET YOUR REQUIREMENTS OR SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR APPLICABLE LAW; THAT THE PREVIEW WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PREVIEW IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PREVIEW IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE PREVIEW.

CANTINA IS NOT RESPONSIBLE FOR ANY DECISIONS, NOR FOR ANY DAMAGES OR OTHER LOSSES RESULTING FROM THE RELIANCE ON OR USE OF INFORMATION PROVIDED BY CANTINA AND/OR THROUGH THE PREVIEW. FURTHER, CANTINA DOES NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE PREVIEW OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CANTINA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF THIRD-PARTY SERVICES.

FEDERAL LAW, AND SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CANTINA, ITS AFFILIATES, CONTRACTORS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE PREVIEW, AND/OR TO THE CANTINA CONTENT OR ANY OTHER INFORMATION CONTAINED IN THE PREVIEW. UNDER NO CIRCUMSTANCES WILL CANTINA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PREVIEW OR THE INFORMATION CONTAINED THEREIN.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANTINA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PREVIEW; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PREVIEW; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PREVIEW BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PREVIEW; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL CANTINA, ITS AFFILIATES, CONTRACTORS, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CANTINA HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY AROSE OR $100.00, WHICHEVER IS GREATER.

CANTINA TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT THAT YOU OR ANY OTHER USERS OR THIRD PARTY SUBMITS, POSTS, SENDS, PUBLISHES, DISPLAYS, PROVIDES, OR OTHERWISE MAKES AVAILABLE ON OR THROUGH THE PREVIEW. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING, POSTING, SENDING, PUBLISHING, OR PROVIDING IT, OR OTHERWISE MAKING IT AVAILABLE ON THE PREVIEW, AND YOU AGREE THAT WE ARE ACTING ONLY AS A PASSIVE CONDUIT FOR YOUR ONLINE DISTRIBUTION OF YOUR USER CONTENT. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE FOR CHILDREN, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT CANTINA WILL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY USER CONTENT.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CANTINA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

GOVERNING LAW

These Terms will be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Provision below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Provision, then that issue will be resolved under and governed by the law of the U.S. state where you reside or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights or other proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Provision below is found to be unenforceable.

ARBITRATION

READ THIS ARBITRATION PROVISION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CANTINA. This Arbitration Provision applies to and governs any dispute, controversy, or claim between you and Cantina that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Preview; or (c) any other aspect of your relationship or transactions with Cantina, directly or indirectly, as a consumer (each, a “Claim,” and, collectively, “Claims”). This Arbitration Provision will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

For any Claim, you agree to first contact us at support@cantina.com and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Provision, this Arbitration Provision will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you reside or Sussex County, Delaware, unless you and Cantina agree otherwise. You acknowledge and understand that either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Cantina agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Provision, including any claim that all or any part of this Arbitration Provision is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

Nothing in this Arbitration Provision will be deemed as: preventing Cantina from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Provision is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Provision, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Provision. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Provision will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

CLASS ACTION/JURY TRIAL WAIVER

REGARDLESS OF THE TYPE OF USER YOU ARE, INCLUDING WHETHER YOU ARE A NATURAL PERSON OR AN ENTITY, ANY CLAIM MUST BE BROUGHT IN THE YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND CANTINA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND CANTINA FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CANTINA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

GENERAL ASSIGNMENT

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cantina without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

NOTIFICATION PROCEDURES AND CHANGES TO THE AGREEMENT

Cantina may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically.

When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page to notify you that material changes have been made to the Agreement. Your continued use of the Preview after any such change constitutes your acceptance of the new Guest Terms of Preview. If you do not agree to any of these terms or any future Guest Terms of Preview, do not use or access (or continue to access) the Preview.

ENTIRE AGREEMENT/SEVERABILITY

These Terms, together with any amendments and any additional agreements you may enter into with Cantina in connection with the Preview, shall constitute the entire agreement between you and Cantina concerning the Preview. Except as stated in the Arbitration Provision, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

NO WAIVER

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Cantina's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

CONTACT

Please contact us at support@cantina.com with any questions regarding these Terms.

CALIFORNIA RESIDENTS

The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.