Jun 6, 2025
IMPORTANT LEGAL NOTICES
PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY USING THE SLOT SERVICE, YOU AGREE TO THESE TERMS IN THEIR ENTIRETY.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CARTRIDGE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
JURY TRIAL WAIVER NOTICE: IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND CARTRIDGE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND CARTRIDGE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS.
CLASS ACTION WAIVER NOTICE: YOU AND CARTRIDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
OPT-OUT NOTICE: YOU MAY OPT OUT OF THE ARBITRATION, JURY TRIAL WAIVER, AND CLASS ACTION WAIVER PROVISIONS BY FOLLOWING THE OPT-OUT PROCEDURE DESCRIBED BELOW WITHIN 30 DAYS OF YOUR INITIAL ACCEPTANCE OF THESE TERMS.
Acceptance of Terms
By accessing or using the Slot service ("Service") provided by Cartridge Gaming Company ("Cartridge," "we," "us," or "our"), you agree to be bound by these Terms of Use ("Terms"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. If you do not agree to these Terms, you must not access or use the Service.
You must affirmatively accept these Terms by clicking "I Accept" or similar button or checkbox presented when you register for the Service. These Terms constitute a legally binding agreement between you and Cartridge Gaming Company.
Definitions
"Account" means a registered account that enables you to access and use the Service.
"End Users" means your own users, customers, players, members, or other third parties who access or benefit from the Service through your integration, application, or platform.
"Fees" means the fees payable by you to Cartridge for use of the Service as set forth in your Order Form or otherwise published by Cartridge.
"Katana" means the managed rollup service provided as part of the Service.
"Order Form" means (a) any order form, subscription agreement, click-through interface, online checkout flow or command-line interface / application programming interface based workflows that identifies the Services you have purchased. Each Order Form is incorporated into these Terms by reference. In the event of conflict between these Terms and an Order Form, the Order Form shall control with respect to the Services specified therein.
"Paymaster Service" means the service for sponsoring network fees for users as part of the Service.
"Service" means Cartridge's Slot managed infrastructure service, including Managed Katana, Managed Torii, Paymaster, VRF, and Starterpacks features, as well as any updates, enhancements, new features, and additional functionality that may be provided by Cartridge from time to time.
"Torii" means the indexing service provided as part of the Service.
"VRF" means the verifiable random function service provided as part of the Service.
"Web3" means the decentralized web built on blockchain technology.
Service Description. Cartridge provides the Service, a managed infrastructure service for Web3 gaming that includes:
Managed Katana (Rollup as a Service) which includes proving and settlement
Managed Torii (blockchain indexing and off chain messaging service)
Paymaster where teams can define a set of criteria and sponsor network fees for their users
VRF or vRNG where we provide verifiable random numbers onchain
Starterpacks, where teams can accept offchain payments for onchain issuance of assets that fall within a set of technical parameters
The Service is provided subject to these Terms and any Order Forms you have executed with Cartridge.
Service Models. The Service may be used under the following models:
Direct Use: Where you use the Service directly for your own benefit;
Integrated Use: Where you incorporate the Service into your own applications, games, platforms, or services that you provide to your own end users, customers, or community members; or
Enterprise Use: Where you, as an enterprise, organization, or development team, deploy and manage the Service on behalf of your organization and its members, partners, or affiliates.
In all models of use, you remain responsible for compliance with these Terms and for ensuring that any third parties who access the Service through your Account or integration comply with all applicable requirements stated herein.
Use of Services
Katana (Rollup-as-a-Service). You acknowledge that Cartridge provides managed rollup infrastructure and settlement services but does not guarantee uptime, throughput, or specific transaction finality windows. Cartridge may suspend or modify Katana at any time with or without notice.
Torii (Indexing). Torii provides indexing and data query infrastructure. Cartridge makes no guarantees about data accuracy or latency.
Paymaster. Where applicable, you may configure conditions under which Cartridge sponsors network fees on your behalf. You are solely responsible for defining and enforcing eligibility criteria for your users. Cartridge may decline to process or reimburse any transactions in its sole discretion, particularly in the event of abuse or noncompliance.
Paymaster Funding and Fee Structure. The Paymaster service operates on a pre-funded basis. You agree to:
Fund your Paymaster account in advance of any transaction processing;
Maintain sufficient funds in your Paymaster account to cover anticipated transaction volumes;
Pay Cartridge's service fees as specified in your Order Form or as published on Cartridge's website;
Acknowledge that Cartridge will deduct its fee from each transaction processed through the Paymaster service; and
Accept Cartridge's calculation of fees and transaction volumes absent manifest error.
End User Credits and Revenue Remittance. The Paymaster service enables you to:
Allocate credits to End Users according to your specified criteria;
Authorize Cartridge to process transactions against these allocated credits;
Monitor credit usage through Cartridge's reporting tools; and
Receive remittance of applicable proceeds from Cartridge according to the payment schedule specified in your Order Form.
You acknowledge that Cartridge will remit proceeds to you only after deducting its fees and any other applicable charges. All remittances are subject to verification and may be adjusted to correct errors or omissions.
VRF. Cartridge provides onchain verifiable randomness for supported networks. You understand that VRF output is probabilistic and that results are not guaranteed to be free from delay or failure due to network or infrastructure issues.
Starterpacks. Starterpacks enable offchain payments (e.g., credit cards) to trigger the issuance of onchain assets. By using Starterpacks, you warrant that any asset configurations comply with applicable laws and technical constraints (e.g., non-transferability). Cartridge does not hold, custody, or retain control over any assets issued via Starterpacks. You are solely responsible for defining the attributes and technical limitations of such assets and for determining whether such issuance complies with applicable laws. Cartridge does not act as an issuer, seller, or intermediary in any token transaction. Offchain payments are processed by third-party payment providers (e.g., Stripe). Cartridge does not collect, transmit, or custody any fiat funds on your or your End Users’ behalf and disclaims any responsibility for payment failures, chargebacks, or disputes arising through such processors.
Service Integration for End Users. You may integrate the Service into your applications, games, platforms, or other offerings that you provide to your own End Users. In such cases:
You remain fully responsible for compliance with these Terms;
You must ensure your End Users comply with all applicable portions of these Terms;
You are solely responsible for your relationship with your End Users, including providing appropriate terms of service, privacy policies, and customer support;
You shall indemnify and hold Cartridge harmless from any claims, damages, or liabilities arising from your End Users' use of the Service through your integration;
Cartridge has no direct relationship with your End Users unless otherwise agreed in writing;
You shall clearly communicate to your End Users that Cartridge is the provider of the underlying infrastructure service;
You may not resell, redistribute, or sublicense the Service to any third parties except as expressly permitted herein for the benefit of your End Users; and
You are responsible for all activities conducted through your Account, including activities by your End Users accessing the Service through your integration.
Audit and Suspension Rights. Cartridge reserves the right to monitor, audit, and suspend access to the Service if it reasonably suspects any violation of these Terms, fraud, abuse of system functionality (including Paymaster or VRF services), or network integrity risks. Suspension may be immediate and without notice in cases where Cartridge reasonably believes continued use would harm the platform or third parties.
Rate Limits. Cartridge may apply usage limits to API calls or transactions to ensure platform stability. Excessive or abusive use may result in throttling, suspension, or termination of access.
Account Registration and Access
Account Creation. To access and use the Service, you must create an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
Account Security. You are responsible for safeguarding your Account credentials and for any activities or actions under your Account. You agree to notify Cartridge immediately of any unauthorized use of your Account or any other breach of security. Cartridge will not be liable for any loss or damage arising from your failure to comply with this section.
Access Credentials. You may not share your Account credentials with any third party. You are solely responsible for maintaining the confidentiality of your Account credentials and for restricting access to your devices. You agree to accept responsibility for all activities that occur under your Account.
Subscription and Payments
Fees. You agree to pay all Fees applicable to your use of the Service. All Fees are non-refundable except as provided in these Terms or required by law. Fees may be paid in fiat currency or cryptocurrency, as specified by Cartridge.
Subscription Plans. Cartridge may offer various subscription plans for the Service. The specific features and limitations of each plan are described on the Cartridge website or in your Order Form.
Payment Terms. Fee payment terms are specified in your Order Form or on the Cartridge website. Unless otherwise agreed, Fees are due at the beginning of each subscription period.
Fee Changes. Cartridge may change the Fees for the Service at any time. Any Fee change will become effective at the end of the then-current subscription period. Cartridge will provide you with reasonable prior notice of any change in Fees.
Taxes. All Fees are exclusive of taxes. You are responsible for paying all taxes associated with your use of the Service, except for taxes based on Cartridge's net income.
User Content and Conduct
User Content. You retain all rights to any content you submit, post, or display on or through the Service ("User Content"). By submitting, posting, or displaying User Content on or through the Service, you grant Cartridge a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, modify, publish, distribute, and display such User Content for the purpose of providing and operating the Service.
Content Restrictions. You may not upload, post, or transmit any User Content that:
Infringes any third-party rights, including intellectual property rights
Is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
Contains viruses, malware, or other harmful code
Attempts to manipulate or interfere with the operation of the Service
Violates any applicable laws or regulations
Acceptable Use. You agree not to:
Use the Service for any illegal purpose
Interfere with or disrupt the integrity or performance of the Service
Attempt to gain unauthorized access to the Service or related systems or networks
Use automated means to access or use the Service except as expressly permitted
Access the Service to build a competing product or service
Use the Service in a manner that exceeds reasonable usage limits or creates an unreasonable load on the infrastructure
Intellectual Property
Cartridge Property. The Service, including all content, features, functionality, software, code, algorithms, trademarks, logos, designs, and audiovisual elements thereof, is owned by Cartridge or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms do not grant you any right, title, or interest in the Service or any content or technology provided as part of the Service, except for the limited license to use the Service as set forth in these Terms.
Limited License. Subject to your compliance with these Terms, Cartridge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the purposes set forth in these Terms. This license does not include any resale or commercial use of the Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools.
Your Content and Data. You retain all rights to your User Content. By submitting, posting, or displaying your User Content on or through the Service, you grant Cartridge a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, modify, publish, distribute, and display such User Content for the purpose of providing and operating the Service.
Developer Data. As between the parties, you (the “Developer”) retain all right, title, and interest in and to (i) configuration files, (ii) smart-contract source and byte-code, (iii) metadata, and (iv) analytics or telemetry that are input to, generated by, or exported from your use of the Service (collectively, “Developer Data”)
License to Cartridge. You grant Cartridge a non-exclusive, worldwide, royalty-free licence to host, copy, process, and display Developer Data solely as necessary to provide the Service and related support. Except for this limited licence, no rights to Developer Data are transferred.
Cartridge may also use, reproduce, and create derivative works of Developer Data in aggregated or de-identified form for internal analytics, security monitoring, benchmarking, and product improvement, provided that such use does not identify the Developer or any individual.Service Data. Cartridge owns all right, title, and interest in data concerning the operation, performance, or use of the Service itself (“Service Data”), including log files, uptime metrics, and error traces. Service Data does not include Developer Data or personal information.
Public-Chain Data. For the avoidance of doubt, information recorded on a public blockchain is not Developer Data and is not subject to confidentiality obligations once published on-chain.
Feedback. If you or any End User provide Cartridge with any suggestions, ideas, improvements, or other feedback regarding the Services (collectively, “Feedback”), you hereby assign to Cartridge all right, title, and interest in and to such Feedback, and acknowledge that Cartridge shall have the unrestricted right to use and exploit such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Restrictions. You agree not to:
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service;
Modify, translate, or create derivative works based on the Service;
Copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;
Use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party, except as expressly permitted in these Terms;
Remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; or
Use the Service to build a competitive product or service, or copy any features, functions, or graphics of the Service.
End User Applications. If you integrate the Service into your own applications, games, or platforms for your End Users, you retain all intellectual property rights in your own applications, subject to Cartridge's rights in the Service. You are responsible for ensuring that your applications and their use of the Service do not infringe any third-party intellectual property rights. You are further responsible for ensuring that your End Users comply with all the terms herein as though they were you.
Web3 and Blockchain-Specific Provisions
No Control Over Blockchain. Cartridge does not own or control any underlying blockchain network, cryptocurrency, or smart contract that interacts with the Service. Cartridge is not responsible for any failures, disruptions, errors, distortions, delays, or other issues that may occur due to underlying blockchain network issues. You expressly acknowledge and agree that your use of any blockchain-related functionality is at your sole risk.
Disclaimer of Custodial Obligations for Wallets and Private Keys. Cartridge does not host, store, or have access to any user wallet, private key, seed phrase, or other access credentials. You are solely responsible for securing your wallets and associated credentials. Cartridge disclaims any liability for loss of assets due to compromised keys or wallet access.
Gas Fees and Blockchain Transactions. While the Paymaster Service may sponsor gas fees for end users according to criteria you define, you acknowledge that blockchain transactions may sometimes require gas fees which are outside Cartridge's control. You are responsible for any gas fees associated with your use of the Service that are not covered by the Paymaster Service. You acknowledge that blockchain transaction fees can be volatile and unpredictable, and Cartridge makes no guarantees regarding the cost or timing of transactions.
Crypto Assets and Regulatory Compliance. You are solely responsible for compliance with all applicable laws and regulations concerning your handling of crypto assets, including tax reporting requirements, anti-money laundering laws, securities regulations, and consumer protection laws. Cartridge does not provide legal, financial, or tax advice. Cartridge does not assess or determine whether any digital asset constitutes a security, commodity, or other regulated instrument. You acknowledge that regulatory requirements for blockchain technologies and crypto assets are evolving, and changes in legal or regulatory requirements may adversely affect the use or value of the crypto assets used in connection with the Service.
Smart Contract Risk. You acknowledge that smart contracts and blockchain technology are subject to various risks, including coding errors, bugs, vulnerabilities, forks, and attacks (including but not limited to "51% attacks," "double-spend attacks," and "eclipse attacks"). Cartridge makes no warranties regarding the security or functionality of any smart contracts deployed using the Service. You expressly acknowledge and agree that:
Smart contracts may contain vulnerabilities, bugs, or other issues that could lead to loss of funds or other assets;
Smart contracts may not perform as intended due to user error, design flaws, network congestion, or other factors;
Smart contracts are immutable once deployed, and errors cannot always be remedied;
Blockchain networks may undergo forks or other changes that could impact the functionality of smart contracts deployed using the Service; and
Cartridge is not responsible for any losses or damages arising from smart contract issues, regardless of whether such issues could have been prevented or mitigated.
Cartridge has no obligation to recover lost or inaccessible digital assets due to errors in smart contract code, incorrect configurations, or user actions. You are solely responsible for testing and auditing any smart contract logic used with the Service.
Smart Contract Ownership and Audit. You retain sole responsibility for the design, deployment, and auditing of any smart contracts used in connection with the Service. Cartridge does not assume any obligation to review or verify the functionality, security, or compliance of such contracts.
VRF Randomness. While the VRF service is designed to provide verifiable randomness, you acknowledge that no system of randomness is perfect. Cartridge does not guarantee that the VRF service is free from bias or manipulation. You specifically acknowledge that:
The VRF service depends on blockchain network conditions and may be subject to delays, failures, or other issues;
The VRF service is provided "as is" and Cartridge makes no representations or warranties about its suitability for any particular purpose;
You are solely responsible for determining whether the VRF service is appropriate for your intended use; and
Cartridge is not liable for any losses or damages resulting from any real or perceived imperfections in the randomness provided by the VRF service.
End User Relationships. If you integrate the Service into your own applications or platforms for use by your End Users:
You are responsible for ensuring your End Users understand the blockchain-specific risks associated with your application;
You must establish and maintain appropriate terms, disclosures, and policies with your End Users regarding blockchain interactions, crypto asset ownership, and gas fees;
You are responsible for addressing any blockchain-related inquiries, complaints, or disputes raised by your End Users; and
You shall not represent to your End Users that Cartridge is responsible for blockchain network issues or cryptocurrency volatility.
No Guarantee of Value. Cartridge makes no representations or warranties regarding the value of any cryptocurrency or digital asset used in connection with the Service. You acknowledge that the value of cryptocurrencies and digital assets can be highly volatile, and Cartridge is not responsible for any losses you may incur as a result of fluctuations in value.
No Investment Advice. Nothing in these Terms or provided through the Service constitutes investment advice, financial advice, trading advice, or any other type of advice. Cartridge does not recommend any cryptocurrency or digital asset as an investment. You are solely responsible for determining whether any investment, strategy, or transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.
Privacy
Privacy Policy. The collection, use, and disclosure of personal information in connection with the Service are governed by the Cartridge Privacy Policy, available at https://cartridge.gg/legal/privacy-policy (the “Privacy Policy”).
The Privacy Policy is incorporated into, and forms an integral part of, this Agreement. By downloading, installing, or using the Service, you acknowledge that you have read and understood the Privacy Policy and agree to be bound by it.
Data Processing. Cartridge may collect and process certain data in connection with your use of the Service. To the extent required by applicable law, such processing will be governed by a separate Data Processing Agreement between you and Cartridge.
Third-Party Services
Third-Party Services Generally. The Service may integrate with or enable access to third-party services, websites, applications, APIs, or resources ("Third-Party Services"). Cartridge is not responsible for the content, accuracy, quality, advertising, products, services, or other materials available on or from Third-Party Services. Your use of Third-Party Services is subject to the terms and policies of those services, and Cartridge has no liability for your use of any Third-Party Services. You are solely responsible for determining whether KYC, AML, or other identity verification obligations apply to your use of the Service or your issuance of assets. Cartridge does not perform such checks on your behalf and disclaims all liability arising from your failure to comply with such obligations.
Third-Party Blockchain Services. The Service connects to various blockchain networks, wallets, exchanges, and other crypto-related services. Cartridge is not responsible for the operation, policies, or practices of these third-party blockchain networks and services. You acknowledge that:
Cartridge does not endorse or guarantee the reliability or security of any third-party blockchain service;
Cartridge has no control over the operations, security measures, or business practices of third-party blockchain service providers;
Any issues arising from your use of third-party blockchain services must be resolved directly with the respective third-party provider; and
Cartridge is not responsible for any losses or damages resulting from vulnerabilities, failures, or other issues with third-party blockchain services.
Payment Processing Services. Cartridge may use third-party payment processors, including but not limited to Stripe, to process credit card payments for the Service. By using such payment processing services, you agree to comply with the terms and policies of those third-party payment processors. Specifically:
Credits for the Paymaster service may be purchased using credit cards processed by Stripe or other payment processors;
Cartridge is not responsible for any errors, failures, or issues with third-party payment processing services;
You agree to provide accurate and complete payment information;
You authorize Cartridge and its payment processors to charge your selected payment method for all fees due;
You must resolve any payment disputes or chargebacks directly with the relevant payment processor; and
Your payment information may be stored and processed by third-party payment processors in accordance with their privacy policies and terms of service.
Third-Party Content. The Service may display or make available content, data, information, applications, or materials from third parties ("Third-Party Content"). Cartridge does not control, endorse, sponsor, recommend, or otherwise accept responsibility for Third-Party Content. You access and use Third-Party Content at your own risk.
Third-Party Links. The Service may contain links to third-party websites or resources. Cartridge provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources. You acknowledge that Cartridge has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
DISCLAIMER OF WARRANTIES. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. CARTRIDGE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CARTRIDGE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. CARTRIDGE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT BLOCKCHAIN TECHNOLOGY AND CRYPTOCURRENCIES ARE HIGHLY VOLATILE AND THAT THE SERVICE MAY BE SUBJECT TO BUGS, MALFUNCTIONS, TIMING ERRORS, AND USER ERROR. YOU USE THE SERVICE AT YOUR OWN RISK.
CARTRIDGE IS NOT A MONEY SERVICES BUSINESS, PAYMENT PROCESSOR, MONEY TRANSMITTER, FINANCIAL INSTITUTION, OR DIGITAL ASSET CUSTODIAN UNDER ANY APPLICABLE LAW. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR USE OF THE SERVICE REQUIRES LICENSING OR REGISTRATION IN YOUR JURISDICTION.
LIMITATION OF LIABILITY. IN NO EVENT SHALL CARTRIDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF CARTRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CARTRIDGE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO CARTRIDGE FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnification
Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless Cartridge, its affiliates, officers, directors, employees, agents, licensors, suppliers, and service providers from and against all losses, expenses, damages, costs, claims, and liabilities (including reasonable attorneys' fees) resulting from or arising out of:
Your use of the Service or any part thereof;
Your violation of these Terms or any applicable law, regulation, or third-party right;
Any content, data, or information you submit, post, or transmit through the Service;
Your End Users' use of the Service through your integration, including any claims made by your End Users;
Your relationship with your End Users, including any consumer protection, product liability, or similar claims;
Any smart contracts, tokens, crypto assets, or other blockchain applications you deploy or manage using the Service;
Any misrepresentations, false statements, or failure to disclose material information to your End Users; or
Your negligence or willful misconduct.
Indemnification Procedure. Cartridge will provide you with written notice of any claim, suit, or action for which Cartridge seeks indemnification from you. Cartridge reserves the right to participate in the defense of any such claim at its own expense using counsel of its own choosing. You may not settle any claim without Cartridge's prior written consent if such settlement includes any admission of liability or obligation on the part of the indemnified parties.
Term and Termination
Term. These Terms will remain in effect until terminated by you or Cartridge.
Termination by You. You may terminate these Terms at any time by canceling your Account and discontinuing use of the Service. You will remain responsible for all Fees incurred before the effective date of termination and your obligations to indemnify Cartridge shall survive.
Termination by Cartridge. Cartridge may terminate or suspend your access to the Service, with or without cause, at any time and without prior notice. Reasons for termination may include, but are not limited to:
Violation of these Terms
Failure to pay Fees
Extended period of inactivity
Engaging in fraudulent or illegal activities
Upon request by law enforcement or government agencies
Effect of Termination. Upon termination of these Terms:
Your right to access and use the Service will immediately cease
Cartridge may delete your Account information and User Content
Any outstanding payment obligations will become immediately due
The following provisions shall survive termination: Intellectual Property, Feedback, Indemnification, Limitation of Liability, Dispute Resolution, and any payment obligations incurred prior to termination
Modifications to the Service and Terms
Modifications to the Service. Cartridge reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. Cartridge shall not be liable to you or any third party for any such modification, suspension, or discontinuation.
Modifications to the Terms. Cartridge reserves the right to change or modify these Terms at any time. If Cartridge makes material changes to these Terms, we will notify you by email or by posting a notice on our website prior to the changes becoming effective. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms.
Beta Services. From time to time, Cartridge may offer access to features or services identified as “beta,” “pre-release,” or “experimental.” Such services are provided on an “as-is” and “as available” basis and may contain bugs, errors, or other defects. Cartridge makes no commitments regarding their future release and disclaims all warranties related to beta services.
Governing Law and Dispute Resolution
Governing Law. These Terms and any disputes arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
Dispute Resolution
Informal Resolution. Before filing a claim, you and Cartridge agree to try to resolve the dispute informally. You agree to notify Cartridge of the dispute by sending an email to [ADDRESS], including a brief description of the dispute and your contact information. If Cartridge has a dispute with you, Cartridge will send an email to the address associated with your Account. The parties agree to negotiate in good faith for at least 30 days before initiating arbitration.
Arbitration. Subject to the opt-out provision set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be finally settled by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall take place in New York, New York, and the language of arbitration shall be English. The arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver. YOU AND CARTRIDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Cartridge agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
Jury Trial Waiver. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND CARTRIDGE EACH WAIVE ANY RIGHT TO A JURY TRIAL. You and Cartridge agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
30-Day Opt-Out Right. You have the right to opt out of the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to [ADDRESS] within 30 days of your initial acceptance of these Terms. If you opt out of these arbitration provisions, Cartridge also will not be bound by them. If you do not opt out within the 30-day period, you will be deemed to have consented to the resolution of your claims through binding arbitration in accordance with this Section.
Exception for Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights or to prevent irreparable harm in any court of competent jurisdiction.
Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in small claims court in accordance with the jurisdictional and dollar limits that may apply, as long as such small claims court does not provide for or allow for joinder or consolidation of claims.
General Provisions
Entire Agreement. These Terms, together with any applicable Order Forms and other documents referenced herein, constitute the entire agreement between you and Cartridge regarding the Service and supersede all prior agreements and understandings.
Export Controls / Sanctions Compliance. You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions or export restrictions. You may not use the Service if you are subject to sanctions or listed on any U.S. government list of prohibited or restricted parties.
Waiver and Severability. The failure of Cartridge to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced.
Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Cartridge's prior written consent. Cartridge may assign these Terms and its rights and obligations to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Force Majeure. Cartridge shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, network or service failures, labor disputes, or disruptions in the blockchain networks underlying the Service.
Relationship of Parties. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Cartridge.
No Fiduciary Duty. Cartridge is a service provider and does not act as your agent, advisor, or fiduciary in connection with your use of the Service. You are solely responsible for your business decisions, including how and when you use the Service.
Notices. All notices required or permitted under these Terms shall be in writing and shall be delivered by email or published on the Cartridge website. Notices to Cartridge shall be sent to [ADDRESS]. Notices to you shall be sent to the email address associated with your Account.
By accessing or using the Service, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms, and that such acceptance is the legal equivalent of a handwritten signature. You specifically agree that your electronic acceptance of these Terms constitutes your agreement and intent to be bound by them pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).