Thank you for your interest in Cantina, operated by Spearbit Labs, Inc. (“Cantina” “we” “our” or “us”) and our Fellowship Program. Please read these Fellowship Terms and Conditions (“Agreement”) carefully before opting into our Fellowship Program. By registering or participating in our Fellowship Program, you are forming a binding contract with Cantina and you hereby acknowledge that you have read, understand, and agree to all of the terms and provisions set forth in this Agreement. This Agreement will be effective as of the day you agree to it (the “Effective Date”). We may change the terms of this Agreement at any time for any reason by posting those changes here and, if the changes are material as determined in our discretion, sending you an email notice to the email address you used when registering for the Fellowship Program; provided, however, that any changes will not affect payments already earned or due as of the date of the change, or where the measuring period for any fees began prior to the date of the change. This Agreement includes dispute resolution through arbitration, for which you have the opportunity to opt-out. Please read this Agreement in full.
Your participation in the Fellowship Program is subject to Cantina’s Terms of Use and Privacy Policy, each of which are incorporated into this Agreement by reference.
1. Program Description.
Cantina is a distributed network of industry-leading security researchers tackling the most complex and mission-critical protocols across web3 (the “Services”), and we aim to maximize opportunities for such security researchers wherever possible. Because the web3 world is growing exponentially, Cantina believes that rewards for securing it should be doing the same – so we’ve established this Fellowship Program to recognize and reward you for choosing Cantina as your home (the “Fellowship Program”), as further described herein. The Fellowship Program is offered at the sole discretion of Cantina. The Fellowship Program and all related benefits, amenities, offers, and awards are void where restricted or prohibited by law. Except as otherwise expressly prohibited or limited by applicable laws, Cantina reserves the right in its sole discretion to change, limit, or modify the Fellowship Program and/or this Agreement, with or without notice, even though such changes may affect the nature of the benefits for each Fellowship Level (as defined below). Unless otherwise expressly provided, any changes or modifications will be effective immediately upon posting the revisions to this terms and conditions page. You waive any right you may have to receive specific notice of such changes or modifications. Without limiting the foregoing, Cantina reserves the right to cancel the Fellowship Program at any time and for any reason in its sole discretion.
2. ELIGIBILITY.
2.1. Participation in our Fellowship Program is open to any user of the Services who is not a current or former employee, contractor, affiliate, or partner of Cantina (or any of their immediate families and household members) and, where applicable, whose employer will allow such individual to participate in incentive programs of this type. It is the responsibility of each participant to check with his/her employer's human resources department before participating.
2.2. You must be at least eighteen (18) years old (or at least the age of majority in such individual’s jurisdiction if higher than 18) to participate in our Fellowship Program. By entering into this Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years old; (b) you have not previously been suspended or banned from participating in our Fellowship Program; and (c) your participation in our Fellowship Program is in compliance with all applicable laws and regulations.
2.3. To opt into participate in our Fellowship Program, you must: (i) add “Security Researcher @cantinaxyz” to bio on X; (ii) remove mention of other web3 security competition platforms, except for Cantina; (iii) link your profile on Cantina to your account on X; (iv) sign an exclusivity agreement with Cantina; and (v) compete earnestly in competitions by achieve the percentile requirements outlined for your applicable Fellowship Level.
2.4. Cantina reserves the right to deny, reject, or revoke your participation in the Fellowship Program for any reason or no reason, including without limitation, because you do not meet the requirements to participate in this Fellowship Program.
3. ENROLLMENT.
3.1. How to Enroll. Participants must have or create an online account with Cantina to participate in the Fellowship Program. Eligible individuals may opt in to participate in the Fellowship Program by logging into your Cantina profile and following the prompts on screen to opt in. There are no membership fees associated with the Fellowship Program and no purchases are necessary to join. You may cancel your membership in the Fellowship Program at any time by sending written notice of cancellation via our support page, and all benefits will be forfeited immediately and may not be reinstated or transferred.
3.2. Restrictions. Cantina reserves the right to close your Cantina account and to cancel all related Fellowship Rewards if we determine in our sole discretion that you have tampered with the Fellowship Program or used or attempted to use the Fellowship Program in a fraudulent, abusive, unethical, unsportsmanlike or otherwise suspicious manner or in violation of this Agreement or any applicable law or regulation.
3.3 Authority. Nothing herein grants you, and you do not have, nor will you acquire, any right, power or authority, express or implied, to make any commitment, incur any obligations, or make any representations or warranties on behalf of Cantina, and you will not do so or purport or attempt to do so.
4. FELLOWSHIP LEVELS.
4.1. Overview. The Fellowship Program is tier-based, and there are three different levels of Fellowship Program membership: Apprentice, Resident and Fellow (“Program Levels”). Program Levels are determined based on the U.S. dollar amount that you have earned in rewards on Cantina (“Qualifying Amount”) and/or the approval of your application by the Cantina team.Your Qualifying Amount is non-transferable and cannot be combined with the Qualifying Amount of other individuals. Each Program Level will enjoy a variety of benefits that are made available by Cantina. Such benefits may vary per Program Level and may be subject to change at any time, at the sole discretion of Cantina. For more information and to view the most up-to-date benefits information for each Program Tier visit the Fellowship page.
4.2. Apprentice. Apprentices are the rising stars in the security research world. To become an Apprentice, you may either: (i) be automatically admitted to the Program if you have earned between $1,000 and $10,000 in rewards on Cantina; or (ii) demonstrate your proficiency via a short application reviewed by the Cantina Council.
4.3. Resident. Residents are those security researchers who have proven their skills and dedication. To become a Resident, you may either: (i) be automatically admitted to the Program if you have the ASR (Associate Security Researcher) or SR (Security Researcher) designation on Spearbit, or have earned between $10,000 and $100,000 in rewards on Cantina; or (ii) demonstrate your proficiency at the ASR or SR level via a short application reviewed by the Cantina Council.
4.4. Fellow. Fellows are those security researchers who are the elite of the elite. To become a Fellow, you may either: (i) be automatically admitted to the Program if you have the LSR (Lead Security Researcher) designation on Spearbit, or have earned over $100,000 in rewards on Cantina; or (ii) demonstrate your proficiency at the LSR level via a short application reviewed by the Cantina Council.
5. REPRESENTATIONS AND WARRANTIES; Warranty Disclaimer.
5.1. Representations and Warranties. You represent and warrant that, in participating in the Fellowship Program, you will comply with all applicable laws, ordinances, codes, rules, requirements, and regulations of federal, state, and local governments and all agencies thereof.
5.2. DISCLAIMERS. ANY REWARDS OR OTHER BENEFITS RECEIVED HEREIN SHALL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOU HEREBY ACKNOWLEDGE THAT CANTINA HAS NEITHER MADE NOR IS IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO SUCH REWARDS AND BENEFITS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANTINA MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.
6. INDEMNIFICATION AND LIMITATIONS OF LIABILITY.
6.1. Indemnification. You shall indemnify, defend and hold harmless Cantina, its stockholders, directors, officers, and employees against any and all losses, liabilities, claims, suits, demands, causes of actions, complaints, damages, judgments, penalties and costs, including reasonable attorneys’ fees and costs, arising from or resulting from your breach of any provision in this Agreement, or any negligence or willful misconduct by you in your participation in the Fellowship Program.
6.2. LIMITATIONS OF LIABILITY. IN NO EVENT WILL CANTINA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST DATA, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PERSON, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ADVISED OF THIS POSSIBILITY. CANTINA’S AGGREGATE TOTAL LIABILITY TO YOU HEREUNDER WILL NOT EXCEED THE AMOUNT OF PAYOUTS ACTUALLY PAID TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.
7. General.
7.1. Electronic Communications. The communications between you and Cantina with respect to this Fellowship Program use electronic means. For contractual purposes, you (1) consent to receive communications from Cantina in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Cantina provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
7.2. Confidentiality. Under no circumstances and at no time shall you disclose to any person any of Cantina’s trade secrets, confidential information, methods or systems used by Cantina in its business. All prices, processes, data, lists, reports, as well as all other information of any nature made available to you by virtue of your association with Cantina shall be deemed confidential information and shall be held in strict confidence by you. This confidentiality provision shall survive the termination of this Agreement. All confidential information, brochures and marketing collateral in your possession shall be immediately returned to Company after termination of the Agreement.
7.3. Independent Contractor. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Cantina and you. Cantina shall not be required to withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to you under this Agreement. You are not an employee of Cantina and is not entitled to participate in any plan, arrangement or distribution by Cantina in connection with any pension, stock, bonus, profit sharing or other benefit extended to Cantina’s employees.
7.4. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
7.5. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7.6. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America. The exclusive jurisdiction and venue of any action to interpret or enforce this Agreement shall be Miami-Dade County, Florida.
7.7. Arbitration of Disputes and Waiver of Jury Trial. All disputes arising between the parties with respect to the subject matter of this Agreement or the transaction contemplated herein shall be settled exclusively by final, binding arbitration. The judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will proceed in the County of Miami-Dade, Florida and be conducted by the American Arbitration Association (“AAA”), or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s then-applicable Commercial Arbitration Rules (the “Rules”). Any party who fails or refuses to submit to arbitration following a demand by the other party shall bear all costs and expenses, including attorneys’ fees, incurred by such other party in compelling arbitration. Any arbitration will be decided by a single arbitrator selected according to the Rules. The arbitrator will decide any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication and may grant any remedy or relief that a court could order or grant on similar motions. The arbitrator shall apply the provisions of this Agreement without varying therefrom, and shall not have the power to add to, modify, or change any of the provisions hereof. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Commercial Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of commercial dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
7.8. Entire Agreement. This Agreement, together with the Terms of Use and Privacy Policy, contains the entire understanding and agreement of both parties with respect to the subject matter hereof, and supersedes all prior agreements, discussions and writings with respect thereto, both oral and written. There are no third-party beneficiaries to this Agreement, and the parties do not confer any rights or remedies upon any person under than the parties to this Agreement.
For questions about our Fellowship Program, please contact us via our support page.