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Terms of Service

Date of Last Revision: August 27, 2025

Acceptance

Catena Labs, Inc. ("Catena," "we," "us," or "our") provides access to our ACK-Lab Developer Preview (including its related cloud and other technologies, and any updates thereto or new features made available therethrough, the "Service") to you ("you" or "your") through our website(s) located at https://ack-lab.catenalabs.com (the "Site"). All access and use of the Service is subject to the terms and conditions contained in these Catena Labs ACK-Lab Developer Preview Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, using APIs, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service. If you are registering for a Catena account or using the Service on behalf of an entity or other organization, you are agreeing to these Terms of Service for that entity or organization and representing to Catena that you have the authority to bind that entity or organization to these Terms of Service (and, in which case, the term "you" will refer to both you and that entity or organization).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CATENA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes that either increase your obligations or decrease your rights, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Catena, we respect the privacy of our users. For more information, please see our Privacy Policy, located at https://ack-lab.catenalabs.com/legal/privacy (the "Privacy Policy"). By using the Service, you consent to our collection, use, and disclosure of personal data and other data as outlined therein.

Additional Terms: The Service may not work or behave as expected. There is no guarantee that there will be any future versions or that any future versions of the Service will behave in the same manner. In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description and Scope: The Service is a Software-as-a-Service (SaaS) system that provides a preview of technology for the purposes of user testing and feedback. Service functionality includes features for identifying AI agents using cryptographic techniques, giving AI agents a wallet on a test-net blockchain, and setting simple policies that govern what an AI agent can do. The Service provides an implementation of the Agent Commerce Kit (ACK) which can be accessed through a web interface and an API. Licensed separately from the Service, Catena is providing an opensource software development kit (SDK) for the Service API. The terms for using the SDK are contained within its specific opensource license.

Your Registration Obligations: You may be required to register with Catena or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. Any information provided by you to us during registration will be considered User Content and is governed by these Terms of Service.

Account Security and Credentials: You are responsible for maintaining the confidentiality and security of the credentials used to access your account. "Credentials" include, but are not limited to, any passwords, passkeys, API keys, private keys, and other security tokens or information. You are solely responsible for any and all activities that occur under your account, whether or not authorized by you. You must immediately notify Catena if you become aware of any unauthorized use of your Credentials or any other breach of account security. Catena is not liable for any loss or damage arising from your failure to comply with these security obligations.

Use of Solana Devnet Environment: With a valid account, you are being granted access to a technology preview of our AI agent wallet infrastructure. With regards to this wallet infrastructure, you expressly acknowledge and agree to the following:

  1. Testing and Feedback Only: The Service is a pre-release, experimental version and is provided for testing and feedback purposes only.

  2. Test Network Only. The Service operates exclusively on Solana Devnet ("Devnet"). Devnet is a public testing environment that simulates the functionality of Solana Mainnet ("Mainnet"). All activities and transactions conducted through the Service occur solely on Devnet.

  3. No Connection to Mainnet. The wallets provided by the Service are Devnet wallets. They have no connection to and cannot interact with Mainnet or any other blockchain mainnet. Addresses generated by the Service are Devnet addresses only.

  4. Test Assets and No Monetary Value: To facilitate testing, we may provide you with non-value-bearing tokens on Devnet ("devUSD"). You acknowledge that this devUSD token is not the same as USDC, any other stablecoin, or any other token on Mainnet or any other blockchain.

  5. No Real World Value: The devUSD token and any other cryptocurrency assets on Devnet are for simulation purposes only. They have no monetary value, are not redeemable for cash or any Mainnet cryptocurrency, cannot be sold or transferred outside Devnet, and should not be considered a financial instrument or asset of any kind. Holding devUSD or any other non-mainnet token we issue does not make you eligible in any way for future rewards of any kind.

  6. CRITICAL RISK OF ASSET LOSS: You MUST NOT send any tokens from the Mainnet, or any other cryptocurrency from any mainnet (e.g., Ethereum, Polygon), to a wallet address provided by the Service.

  7. IRREVERSIBLE LOSS. Sending Mainnet cryptocurrencies to a Devnet address will result in the PERMANENT AND IRREVERSIBLE LOSS of those assets. The private keys for Devnet wallets provided by the Service cannot be used to access assets on Mainnet. We have no ability to recover or return any Mainnet assets mistakenly sent to a Devnet address.

  8. User Responsibility. You are solely responsible for ensuring you are interacting with the correct blockchain network. You bear all risks and responsibility for any losses incurred by sending any cryptocurrency assets or tokens to a Devnet address provided by this Service.

Termination or Modification to Service: Catena reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Catena will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

General Practices Regarding Use and Storage: You acknowledge that Catena may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Catena's or its third-party service providers' servers on your behalf. You agree that Catena has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Catena reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Catena reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Terms Regarding User AI Agents

You may choose to access the Service via an autonomous or semi-autonomous software program, large language model (LLM), script, or system owned, controlled, modified, or developed by you ("Developer AI Agent"). By doing so, you acknowledge and agree to the following terms:

  1. Sole Responsibility for Actions: You are solely and exclusively responsible and liable for any and all actions, instructions, and omissions of any Developer AI Agent you connect to the Service. All actions performed by Developer AI Agent through the Service will be deemed to be actions taken directly by you, and you will be fully bound by the results of such actions.

  2. External Interactions and Financial Commitments: We have no control over and assume no liability for the behavior of Developer AI Agent outside of the Service. You are solely responsible for any interactions Developer AI Agent has with third-party systems, services, or other blockchains. This includes, without limitation, any financial commitment, promise, or transaction Developer AI Agent attempts to execute based on data obtained from the Service. You are responsible for designing and programming Developer AI Agent with appropriate safeguards to: i. Recognize that assets within the Service (e.g., devUSD on Devnet) have no monetary value; ii. Prevent Developer AI Agent from making any binding financial commitments or transactions on external systems based on test data; iii. Ensure Developer AI Agent's compliance with the terms of any third-party service with which it interacts.

  3. Indemnification for Your AI Agent Activity: You agree to defend, indemnify, and hold harmless Catena and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from or related to the activity of Developer AI Agent, including but not limited to: (i) its interactions with the Service; (ii) its interactions with any third-party system; or (iii) any damage or loss caused to a third party by Developer AI Agent.

Conditions of Access and Use

You agree to not use the Service to:

a) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

b) violate any applicable local, state, national, or international law, or any regulations having the force of law;

c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

e) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

f) obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; or

g) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Catena from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Software

Ownership; Restrictions: Unless explicitly subject to an MIT license, the technology and software underlying the Service are the property of Catena, its affiliates, and its licensors (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Catena.

Special Notice for International Use; Export Controls: Catena is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Intellectual Property Rights

User Content: You are responsible for all information, data, or other materials you provide or upload to the Service (collectively, "User Content"). This includes your registration information and any feedback you provide. You agree that your User Content will comply with the Conditions of Access and Use outlined above.

Service Content: You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Unless otherwise expressly authorized by Catena, including pursuant to an MIT license or otherwise, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Catena name and logos are trademarks and service marks of Catena (collectively the "Catena Trademarks"). Other names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Catena. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Catena Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Catena Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Catena be liable in any way for any content, information, or materials of any third parties (including actual or potential customers), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Catena does not pre-screen content, but that Catena and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Catena and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Catena, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

You hereby authorize Catena and its third-party service providers to derive statistical and usage data relating to your use of the Service ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

To the extent you provide us with any comment or idea about improvements to the Service ("Feedback"), you acknowledge and agree that your Feedback is voluntary and delivered to Catena without any restrictions or confidentiality obligations on Catena's use thereof. You hereby assign all right, title, and interest in and to any Feedback that you submit or provide to Catena, whether or not the submitted Feedback is protectable by intellectual property laws of your or Catena's related jurisdiction. You agree that Catena has no fiduciary or any other obligation to you in connection with any Feedback that you submit or provide to Catena, and that Catena is free to use, copy, display, perform, distribute, modify and re-format such Feedback in any manner that Catena may determine, without any attribution or compensation to you.

You acknowledge and agree that Catena may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Catena, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Third-Party Services and Websites

The Service may provide links or other access to services, sites, or other products or technology, and resources that are provided or otherwise made available by third parties (the "Third-Party Products/Services"). Your access and use of the Third-Party Products/Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Products/Services on the websites or via the technology platforms of their respective providers. Some Third-Party Products/Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Products/Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Products/Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Products/Services within the Service, please see our Privacy Policy. Catena has no control over and is not responsible for such Third-Party Products/Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Products/Services, or on the privacy practices of Third-Party Products/Services. We encourage you to review the privacy policies of the third parties providing Third-Party Products/Services prior to using such services. You, and not Catena, will be responsible for any and all costs and charges associated with your use of any Third-Party Products/Services. Catena enables these Third-Party Products/Services merely as a convenience, and the integration or inclusion of such Third-Party Products/Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Catena will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Products/Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Catena, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Catena Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your products and services, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Catena will provide notice to you of any such claim, suit, or proceeding. Catena reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Catena's defense of such matter. You may not settle or compromise any claim against the Catena Parties without Catena's written consent.

Disclaimer of Warranties; No Investment Advice

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE CATENA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE CATENA PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

NOTHING IN THE SERVICE IS INTENDED TO CONSTITUTE FINANCIAL, LEGAL, ACCOUNTING OR TAX ADVICE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE CATENA PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE CATENA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING ANY ACTUAL OR POTENTIAL CUSTOMER) IN RELATION TO THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE CATENA PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CATENA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "INDEMNIFICATION", "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Catena, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Catena are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CATENA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CATENA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Catena is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at legal@catena.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Catena should be sent to Catena Labs Inc. at 6 Liberty Square #2438, Boston, MA 02109, United States ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Catena and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Catena may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Catena or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Catena is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Catena and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Catena agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Catena or you under the AAA Rules, Catena and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Catena will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Catena will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Catena Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Catena Labs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Catena, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Catena believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service and may be referred to appropriate law enforcement authorities. Catena may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Catena may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Catena will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user (including any actual or potential customer) in connection with the Service, and Catena will have no liability or responsibility with respect thereto. Catena reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user (including any actual or potential customer) of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Catena governing your access and use of the Service, and supersede any prior agreements between you and Catena with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Products/Services, including third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Catena submit to the personal and exclusive jurisdiction of the state and federal courts located within Kent, Delaware. The failure of Catena to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Catena, but Catena may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Catena will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Catena's reasonable control.

Questions? Concerns? Suggestions?

Please contact us at legal@catena.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.

Terms of Service | ACK-Lab