Thank you for your interest in Cantina, operated by Spearbit Labs, Inc. (“Cantina” “we” “our” or “us”) and our Referral Program. Please read these Referral Terms and Conditions (“Agreement”) carefully before signing up for our Referral Program. By registering or participating in our Referral 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 Referral 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 Referral 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”). Cantina continues to grow and excel because of great client referral leads, so we've established this Referral Program to reward you for submitting successful leads (the “Referral Program”), as further described herein.
Cantina reserves the right to cancel the Referral Program and the conditions and methods through which Referral Fees may be earned at any time and for any reason in its sole discretion.
2. Eligibility
Participation in our Referral Program is open to any user of the Services located in the United States 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.
You must be at least eighteen (18) years old to participate in our Referral 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 Referral Program; and (c) your participation in our Referral Program is in compliance with all applicable laws and regulations.
Cantina reserves the right to deny, reject, or revoke your participation in the Referral Program for any reason or no reason, including without limitation, because you do not meet the requirements to participate in this Referral Program.
3. Participation
Marketing Collateral
Cantina may provide you with marketing collateral and other materials for promoting and selling Cantina's Services. You shall not alter or modify the marketing materials which will include Cantina's logo and trademark. Cantina hereby grants to you a non-exclusive license to use Cantina's trademarks, logo, and name for the benefit of Cantina, strictly in accordance with this Agreement and solely in connection with your participation in the Referral Program pursuant to this Agreement. Any materials that are used by you to advertise, promote, or otherwise reference Cantina's Services are subject to prior written approval of Cantina in its sole discretion. Except for the license set forth herein, you hereby acknowledge and agrees that you have no further right or interest in such marketing materials or any other intellectual property of Cantina.
Referral Process
Upon identifying a potential customer of Cantina's Services, you shall notify Cantina in writing of such lead in one of the following ways: telegram: @mleffer; email: sales@cantina.xyz ; or Discord: @mikespearbit. Cantina must confirm in writing that you are the referring party for such submitted potential customer in order to be an Eligible Referral. The date that Cantina confirms a specific potential customer is assigned to you as the referring party is considered the “Referral Date”. Please note that you are not entitled to the Referral Fee with respect to a potential customer unless and until such potential customer meets all the requirements of an Eligible Referral.
Restrictions
You may not provide referrals using multiple or fake email addresses; accounts with fictitious identities; or any system, macro, script, bot or other device or artifice to participate in the Referral Program or earn Referral Fees. Cantina reserves the right to close your account and to cancel all related Referral Fees if we determine in our sole discretion that you or your Eligible Referral has tampered with the Referral Program or used or attempted to use the Referral Program in a fraudulent, abusive, unethical, unsportsmanlike or otherwise suspicious manner or in violation of this Agreement or any applicable law or regulation.
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. Referral Rewards
Acceptance
Only Eligible Referrals will generate Referral Fees. An “Eligible Referral” is a customer of Cantina who (a) creates a communication channel with Cantina themselves; (b) has decision making power in the organization; (c) was not an existing Cantina user or a user who has had previous contact with Cantina with respect to Services prior to the referral (including through a different e-mail address, name, or alias), (d) is not a Cantina employee, contractor, affiliate or partner, or any of their immediate families or household members; (e) schedules an introductory call with Cantina to discuss the Services; and (e) has entered into an agreement with Cantina for the Services (“Customer Agreement”) within one hundred twenty days of the Referral Date. In the event of a dispute regarding who submitted a particular referral, the referral will be deemed submitted by the first person tracked in our system.
Referral Fee
Upon Cantina's determination that a potential customer has become an Eligible Referral, Cantina will pay to you (the individual or entity identified during the referral process) a referral fee as follows (the “Referral Fee”):
- Bug Bounty Referrals: Five Percent (5%) of Net Revenue. For purposes herein, Net Revenue means the portion of the engagement price that represents Cantina’s retained compensation for facilitating, managing, and supporting the engagement. For purposes of this definition, Net Revenue shall mean the total gross amount paid by the client to Cantina under the applicable agreement for the Bounty Program, less : (a) all payments, rewards, or bounties disbursed to researchers or third parties participating in the Bounty Program, including hosting and triagging fees;
- (b) any applicable third-party fees, commissions, or processing charges (including, without limitation, payment gateway fees, blockchain or network transaction fees, and platform service fees);
- (c) any applicable taxes, duties, tariffs, or withholdings; and
- (d) any amounts refunded, credited, or charge-backed to the client.
- Competitions and Other Referrals: Five Percent (5%) of Net Revenues. For purposes herein, “Net Revenues” means the portion of the engagement price that represents Cantina’s retained compensation for facilitating, managing, and supporting the engagement, Customer Agreement, less third-party fees paid or payable and applicable transaction fees, such as credit card processing fees or similar fees, taxes, customs duties, import and export taxes and tariffs, collection fees and amounts paid or payable by Cantina as refunds or credits to any such Eligible Referral with respect to the Services previously provided.
The Referral Fee will be deemed earned by you when the Eligible Referral has paid Cantina in full for the applicable amounts described above under the Customer Agreement (“Completion Date”). The compensation will be paid to you within thirty (30) days from the Completion Date; provided, however, Cantina may delay a Referral Fee for the purposes of investigation. The total maximum referral fee paid out to an individual or organization is $50,000 USD. We reserve the right to revoke or refuse to issue Referral Fees for any reason. You are solely responsible for all federal, state, local, or other applicable taxes associated with the acceptance and use of the Referral Fee.
5. Representations and Warranties; Warranty Disclaimer
Representations and Warranties
You represent and warrant that, in marketing and promoting the Services and otherwise participating in the Referral Program, you will comply with all applicable laws, ordinances, codes, rules, requirements, and regulations of federal, state, and local governments and all agencies thereof.
Disclaimers
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, RESULTS, OR THAT PARTICIPATION IN THIS REFERRAL PROGRAM WILL RESULT IN THE PAYMENT OF ANY REFERRAL FEES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES.
6. Indemnification and Limitations of Liability
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.
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 REFERRAL FEES ACTUAL PAID TO YOU HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.
7. General
Electronic Communications
The communications between you and Cantina with respect to this Referral 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.
Reserved Rights and General Disclaimer
Cantina reserves the right: (a) to solicit, contact, and engage any business client, whether or not referred by you, and with no obligation to you (e.g., to reward you for the referral) whatsoever, so long as such client does not constitute an Eligible Referral; and (b) to engage with other client referral providers on a nonexclusive basis. To the maximum extent permitted by applicable law, Cantina reserves the right to change or cancel this Referral Program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of Cantina, which are final, binding and non-appealable, on all matters. Cantina is not responsible for lost, misdirected or delayed referrals.
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.
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.
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.
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.
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.
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.
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 Referral Program, please contact sales@cantina.xyz .