Revised: 01/01/2023

Acceptance of terms
By accessing or using Cartender’s software as a service (“Services”), you agree to be bound by these terms and conditions (“Terms”). If you do not agree to all of the terms and conditions of this agreement, do not use the Services. By signing up for Services you also agree to receive account-related emails and/or SMS messages from Cartender, including tips and product updates.

Modification of terms
We reserve the right to modify these Terms at any time. If we do this, we will post the modified terms on this page and will indicate at the top of this page the date these terms were last revised. We encourage you to review these terms periodically to stay informed about our policies. Your continued use of the Service after we have posted modified terms constitutes your acceptance of the modified terms.

Account creation
In order to use the Service, you must create an account. You must provide accurate and complete information when creating your account. You are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account.

Use of the Service
You may use the Service only for lawful purposes and in accordance with these Terms and any additional terms provided in our SaaS Agreement. You may not use the Service to:

• transmit, distribute, or store material in violation of any applicable law or regulation
• transmit, distribute, or store material that is obscene, harassing, or otherwise offensive
• transmit or distribute unsolicited or unauthorized advertising or promotional materials
• engage in any activity that interferes with or disrupts the Services.

Intellectual property
The Services and all materials contained on it, including but not limited to text, graphics, images, and software, are the property of our company or our licensors and are protected by copyright and trademark laws. You may not use any materials for any commercial purpose without the express written consent of our company.

Disclaimer of warranties
The Services are provided on an “as is” and “as available” basis. We make no representations or warranties of any kind, express or implied, as to the operation of the Services or the information, content, materials, or products included on the Services. We do not warrant that the Services will be uninterrupted or error-free.

Limitation of liability
We will not be liable for any damages of any kind arising from the use of the Services, including but not limited to direct, indirect, incidental, punitive, and consequential damages.

Indemnification
You agree to indemnify and hold Cartender and our affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, your violation of these Terms, or your violation of any rights of another.

Termination
Cartender reserves the right to terminate your access to the Services at any time and for any reason. If you terminate Services without cause, a payment of the full balance of the term will be due upon receipt.

Abuse
Cartender reserves the right to limit or terminate your access to the Services due to abuse of the Services. This may include, but is not limited to, exceeding the creation of 500 video ads and/or 500 image ads and/or 100 audio ads in a calendar month, and/or exceeding 100,000 video plays, and/or exceeding 1,000,000 page views per month for a single rooftop license within a 30-day period.

Governing law
These Terms and your use of the Services will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.

Dispute resolution
Any dispute arising out of or relating to these Terms or the Services shall be resolved through direct negotiations or binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be held in Middletown, DE.

Miscellaneous
These Terms constitute the entire agreement between you and Cartender and govern your use of the Service. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of future action.