Terms of Service

These Cake Terms and Conditions (or “Terms”) are a binding contract between Good Month Labs, Inc., a Delaware corporation, DBA Cake App (“Cake”) and the Client and govern Client’s access and use of the Services (defined in Section 1). Cake and Client may be individually referred to herein as a “Party” and together the “Parties.” Additional, separate terms may apply to the Services as provided to Client, each of which will be considered to form part of these Terms.

By clicking to “Accept” below, by signing to execute these Terms, or by using the Services in any manner, Client agrees to be unconditionally bound by these Terms. Client must be of legal age and capacity to form a binding contract to accept the Terms. If Client is using or accessing the Services on behalf of a company or other entity (“Entity”), Client represents, agrees, and warrants that Client is authorized to act on behalf of the Entity and to bind such Entity to these Terms. If Client does not agree with any of these Terms, Client is prohibited from using the Services. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF THE SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. The Parties agree as follows:

  1. Services
    1. Services. Cake shall provide Client with access to and use of the Cake application, platform, and related services as described to Client at the time of signup (the “Services”) on a subscription basis. Unless the Parties agree otherwise, Client’s subscription includes the subscription level for the Services, as well as any add-on services, selected by Client (“Subscription”) and begins on the day Client agrees to these Terms of Use (the “Effective Date”) and continues for a period of twelve (12) months (“Term”). Client’s subscription shall automatically renew at the end of each Term unless Client or Cake cancels or changes the subscription at least thirty (30) days prior to such renewal. During any renewal Term, the provisions set forth herein shall remain in effect unless amended in writing between the Parties. Cake reserves the right to change the Services or subscription plans offered or adjust pricing for the Services or any components thereof in any manner at any time. Cake will give Client at least 30 days’ notice prior to any price change or change applicable to Client.
    2. Account and Digital Wallet. To use the Services, Client must create an account on the Services (“Account”) and connect the Account with a third-party digital wallet that allows Client to engage in transactions on blockchains (“Digital Wallet”). Client’s Digital Wallet must be compatible with the Services, as indicated on the Services or through other communication with Client. Client represents and warrants that Client is and will use Client’s Digital Wallet in compliance with the terms and conditions of the Digital Wallet provider. Client is solely responsible for keeping its Digital Wallet secure and Client should never share Client’s Digital Wallet credentials or seed phrase with any party. Digital Wallets are not operated by, maintained by, or affiliated with Cake, and Cake does not have custody or control over the contents of Client’s Digital Wallet and has no ability to retrieve or transfer its contents. Cake accepts no responsibility for, or liability to Client, in connection with Client’s use of a Digital Wallet and makes no representations or warranties regarding how the Service will operate with any specific Digital Wallet. Client is solely responsible for its Account and any associated Digital Wallet and Cake is not liable for any acts or omissions by Client in connection with Client’s Account or as a result of Client’s Account or Digital Wallet being compromised. Client shall immediately notify Cake if Client discovers or otherwise suspects any security issues related to the Service or its Account. 
    3. Accurate Information. Client agrees (i) to provide correct, current, and complete information to Cake, and to maintain and update such information as needed to keep it correct, current and complete; (ii) not to do anything that might jeopardize the security of its Account; and (iii) to notify Cake immediately of any unauthorized access to or use of Client’s Account or any other breach of security. Client is responsible for maintaining the confidentiality of any Account or Services access mechanisms or credentials, and Client is responsible for all activities that occur on Client’s Account.
    4. Advice of Counsel. CAKE STRONGLY ENCOURAGES CLIENT TO SEEK ADVICE OF COUNSEL PRIOR TO EXECUTING ANY AGREEMENT RELATED TO ITS USE OF THE SERVICES. Client hereby represents that Client has read and fully understands these Terms and Client warrants that Client will read and confirm full understanding of the terms and provisions of any agreement Client enters into related to use of the Services. Client acknowledges and confirms that Client had the opportunity to review all such agreements with legal counsel, and that Client will only execute such agreements based on its own judgment and advice of independent legal counsel (if sought).
  2. Compensation
    1. Fees. The Services are provided on a subscription basis in exchange for the fees specified at the time of signup for a subscription to the Services (the “Fees”). Client agrees to pay Cake the Fees for Client’s selected subscription tier. Add-on services, such as custom services or additional features, may incur extra costs as described when Client requests those add-on services. The Fees do not include any taxes, levies, duties, or similar government charges. Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder. International rates may change without notice. All Fees are quoted in United States dollars.
    2. Payment Terms. Cake will invoice Client for Fees on an annual basis and Client shall pay such invoices upon receipt and in advance of receipt of Services. Any outstanding balance, following written notice of its non-payment, will accrue interest at 1.5% per month. Client shall also reimburse Cake for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Cake does not waive by the exercise of any rights hereunder), Cake shall be entitled to suspend the provision of any Services if the Client fails to pay any amounts when due hereunder. Client may remit payment via credit card, ACH, bank wire or approved cryptocurrencies. If remitting via cryptocurrency, Client will make best efforts to match the payment amount to that which is owed in United States dollars at the time of transfer.
  3. Digital Assets
    1. Digital Assets. The Services facilitate transactions for NFTS and other digital services and assets (each a “Digital Asset”). Each Digital Asset on the Services is represented by a unique cryptographic token. Some NFTs are minted on the Services while others are minted outside of the Services on third-party platforms. Transactions on the Services are represented on smart contracts (execution instructions included in the code) on the blockchain that provides an immutable ledger of the transaction. Client understands and agrees that, by posting, providing, or listing a Digital Asset on the Services: (i) Client will not violate the intellectual property of others; (ii) any Digital Asset that violates these Terms or Cake’s policies may be obfuscated or deleted from the Services, in Cake’s sole discretion; (iii) Client is responsible for the accuracy and content of any Digital Asset it posts, provides, lists, or sells on the Services; and (iv) Client will not coordinate pricing with other Cake clients or users of the Services. Cake reserves the right, in its sole discretion, to prohibit Client from providing, listing, or engagement with a particular Digital Asset on the Services.
    2. Noncustodial Service Provider. Cake is not a custodian for any Digital Asset or amount of funds. Client affirms that Client is aware and acknowledges that Cake is a non-custodial service provider and has designed the Services to be directly accessible and usable by Client and other users without any involvement or actions taken by Cake or any third party. At no point in any transaction does Cake have custody, possession, or control of any Digital Asset for the purpose of facilitating transactions on the Services. 
    3. Not a Trading System. Client understands and agrees that the Services enable Clients and other parties to connect with and engage in transactions of Digital Assets on a peer-to-peer basis. THE SERVICES ARE NOT AN EXCHANGE, BROKER-DEALER, OR ANY FORM OF TRADING SYSTEM FOR INVESTMENT OR SPECULATION OF ANY KIND, AND DIGITAL ASSETS AVAILABLE FOR PURCHASE OR USE VIA THE SERVICES ARE NOT SECURITIES OR ANY OTHER FORM OF INVESTMENT. 
    4. No Representations on Price or Value. Cake does not represent, guarantee, or warrant the accuracy or fairness of the price or value of any Digital Asset posted, made available, listed, sold, or offered for sale on or off the Services. Client agrees and acknowledges that Cake is not a fiduciary nor owes any duties to any user of the Services, including the duty to ensure fair pricing or quality control of Digital Assets or to police user behavior on the Services.
    5. Notice Risks. Client acknowledges that Cake cannot make any representation or guarantee that Client will achieve any particular outcome as the result of using the Services. This section lists some of the risks inherent with engaging in transactions on the Services. Fluctuations in the price of other Digital Assets could materially and adversely affect Digital Assets bought or sold on the Services, which may also be subject to significant price volatility. THE PRICE AND LIQUIDITY OF DIGITAL ASSETS ARE EXTREMELY VOLATILE AND MAY BE SUBJECT TO FLUCTUATIONS. Transactions on the Services may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions on the Services shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time the transaction was initiated. The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. Legislative and regulatory changes or actions may adversely affect the use, transfer, exchange, and value of Digital Assets. Digital Assets, including NFTs, are not legal tender and are not backed by any government. This brief statement does not disclose all the risks associated with transactions on the Services or Client’s use thereof. Client agrees that Client is solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for Client. In no case does Cake offer any person advice or recommendations related to speculation or investment strategies for any Digital Assets listed or purchased on the Services. Client agrees that Client accesses and uses the Services at Client’s own risk, and Cake is not and shall not be liable to Client or any third party related to Client’s use of the Services in any manner. Additionally, Cake is not responsible for any communication failures, disruptions, errors, distortions or delays Client may experience, however caused.
    6. Assumption of Risk. Transactions on the Services utilize experimental smart contract and blockchain technology, including NFTs, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Client acknowledges and agrees that such technologies are experimental, speculative, and inherently risky, and that transactions on the Services may be subject to bugs, malfunctions, timing errors, hacking and theft, or changes to the protocol rules of the applicable blockchain, which can adversely affect the transaction and may expose Client to a risk of total loss, forfeiture of digital currency or Digital Assets, or lost opportunities to buy or sell Digital Assets. Cake assumes no liability or responsibility for any transaction on the Services or any related failures, risks, or uncertainties. Client hereby acknowledges and assumes the risk of initiating, interacting with, and participating in the Services and takes full responsibility and liability for the outcome of any transaction initiated by Client, whether or not the smart contracts, the Services, or other users behave as expected or intended. Client hereby represents that it is knowledgeable, experienced, and sophisticated in using the technologies described in this section and in initiating the transactions described above. 
    7. “Gas Tax” and Other Fees. Cake reserves the right to charge Client fees to cover the “Gas Tax,” meaning the third-party computing cost of processing and validating the transaction paid via cryptocurrency, for Client’s transaction on the Services, as applicable. Gas Taxes are set by a third party, and Cake has no control over these costs. 
  4. Intellectual Property
    1. Cake Ownership. Subject to the limited rights expressly granted hereunder, Cake reserves all rights, title, and interest in and to the Services and all of Cake’s data and proprietary assets (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by Cake in providing the Services, including all related intellectual property rights. No rights are granted to Client hereunder other than as expressly set forth herein. 
    2. License Grant to Client. Cake hereby grants Client a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted by these Terms) license to access and use the Services for the Client’s Subscription during the Term (the “License”). If the Client’s Subscription includes White Label Service, Customer Access, or Multi-Account Access, the License includes a limited license for Client to grant a customer of Client and its end users, Client’s end users, or other end users authorized by Client (in each case, an “End User”) to access and use such Services as described in the Subscription and subject to the restrictions herein (“Access Grant”). This license grant will terminate automatically if the Client breaches these Terms or upon termination or expiration of these Terms.
    3. License Restrictions and Limitations. The License set forth in Section 4.2 does not include the right to: (i) sell, provide access to, distribute or sublicense the Services to a third party except as expressly authorized in these Terms; (ii) incorporate the Services into Client’s products or services or resell the Services, except as expressly permitted pursuant to Client’s Subscription; (iii) use the Services for Client’s own benefit or on behalf of or to provide any product or service to a third party in any manner not anticipated by these Terms; (iv) use the Services to develop a similar or competing product or service; (v) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only with prior notice to Cake); (vi) modify or create derivative works of the Services in violation of state and federal intellectual property laws; (vii) copy any element of the Services; or (viii) remove, obscure or modify in any way any proprietary or other notices 
    4. Client Contents.  Notwithstanding any other provision of these Terms, Client owns and shall retain all right, title and interest in and to all Digital Assets, as well as the Client’s name, image, likeness, trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by Client), Feedback or Reviews (each defined below), and any content the Client creates, submits, posts, promotes, or displays on or through the Services (collectively, the “Client Contents”). Client hereby grants Cake a perpetual, worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly the Client Contents for the purpose of: (i) identifying Client as a user of the Services; (ii) marketing Cake or the Services; (iii) for any other purpose to which Client specifically consents; or (iv) for any other legally permissible purpose. Client acknowledges and agrees that: (a) Cake will not compensate Client for any use of Client Contents; (b) Cake’s use of Client Contents will not infringe any intellectual property or publicity rights; and (c) Client owns or otherwise controls all of the rights of the Client Contents. Client agrees to waive its moral rights and promises not to assert such rights against Cake. Client represents and warrants that Client has, or has obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Client Contents that Client creates, submits, posts, promotes, or displays on or through the Services. Client represents and warrants that Client Contents do not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless Client has necessary permission or is otherwise legally entitled to post the material and to grant Cake the license described in this Section 4.4, and that the Client Contents do not violate any laws. 
    5. Cake Contents. Except for Client Contents or unless expressly indicated otherwise, the information contained in the Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks displayed in the Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Cake Contents”) is owned, controlled, or licensed by Cake or its affiliates. The Cake Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Nothing in these Terms is intended to transfer to Client any rights to the Cake Contents or grant Client any license to the Cake Contents. Only a duly authorized officer of Cake may grant permission or a license to use any of the Cake Contents; any attempted grant or similar promise by anyone other than a duly authorized agent of Cake is invalid. Client does not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Cake Contents without the prior written permission of Cake. Client may only display, download, or print the Cake Contents for the purpose of using the Services as an internal or personal business resource. Cake’s trademarks may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Cake. Client may not use any meta tags or any other hidden text utilizing a Cake name, trademark, or product name without Cake’s prior written permission. Third party trademarks and service marks used in the Services are the property of their respective owners, and we use them with their consent. Cake and the other licensors of the marks in the Services reserve all rights with respect to all Cake Contents.
    6. Reviews. End Users of the Services may post public reviews, ratings, scores, and other forms of Feedback (collectively, “Reviews”) related to use of the Services. Reviews reflect the opinions of the End User posting the Review and do not reflect the opinion of Cake. Reviews must comply with Cake’s policies as posted to the Services or otherwise communicated to Client and must be accurate and may not contain any offensive or defamatory language. Clients are strictly prohibited from manipulating the Review system in any manner, such as instructing a third party to write a positive or negative Review about another entity or end user. Reviews about Client may be displayed as part of Client’s profile and may also be surfaced anywhere on the Services with other relevant information about Client. Cake reserves the right, but is in no way obligated, to display, remove, edit, delete, or verify the accuracy of any Reviews. Client hereby consents to Cake posting any Reviews about Client on the Services.
    7. Feedback. While using the Services, Client may from time-to-time provide Cake certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Services (“Feedback”). Client hereby grants Cake all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, Client grants Cake a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, Client is representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
  5. Use of Services 
    1. Smart Contracts. Client acknowledges that the smart contracts available on the Services are Resources and therefore do not constitute legal advice. Smart contracts are provided without any warranty, express or implied, including as to their legal effect and completeness, and should only be used as a guide and modified to meet Client’s specific needs. Client’s use of any smart contract is at Client’s own risk. Cake and any of its employees, contractors, or attorneys that participated in providing the smart contract expressly disclaim any warranty and are not creating or entering into any attorney-client relationship by providing information to Client. Cake strongly advises Client to seek independent legal counsel with respect to all legal transactions. 
    2. Resources. As part of the Services, Client may have access to resources such as agreement templates, forms, and guides provided by Cake (collectively, “Resources”). All Resources and any communications with Cake with respect thereto are for informational purposes only and do not constitute legal advice. Resources are provided without any warranty, express or implied, including as to their legal effect and completeness, and should only be used as a guide and modified to meet Client’s own individual needs. Client’s use of any Resources is at Client’s own risk. Cake and any of its employees, contractors, or attorneys that participated in providing the Resources expressly disclaim any warranty, and they are not creating or entering into any Attorney-Client relationship by providing information to Client. Cake strongly advises Client to seek independent legal counsel with respect to all legal transactions.
    3. Data Privacy. Cake may obtain, use, disclose and otherwise process personal data in the performance of the Services as set forth in the Data Processing Agreement posted at [URL] (“DPA”), which is incorporated herein by this reference.  
    4. End Users. If Client’s License includes an Access Grant, Client shall ensure that each End User has agreed to the Cake End User Agreement. Client is responsible for its use of the Services and use of the Services by Client’s End Users. With respect to each End User, Client shall: (i) provide End User with all necessary information and training to use the Services in compliance with all applicable laws and regulations and the requirements of this Agreement and the applicable Cake terms and conditions of use; (ii) provide End Users with any and all necessary notices and obtain all required consents or authorizations to collect, process, transmit, or share personal information and other data on the Services; and (iii) prevent unauthorized access to or use of the Services and notify Cake promptly of any such unauthorized access or use. Any use of the Services in violation of these Terms by Client or its End User that in Cake’s judgment threatens the security, integrity, or availability of the Services may result in immediate suspension of access to the Services.
    5. Compliance. Client is only permitted to use the Services in a manner that complies with applicable laws, ordinances, and governmental rules or regulations to which Client is subject, including without limitation laws governing intellectual property, consumer privacy and export controls (collectively, “Applicable Laws”), these Terms, and any Cake policies posted to the Services or otherwise communicated to Client. Cake cannot and will not be responsible for Client’s use of the Services in a manner that violates Applicable Laws, these Terms, or Cake’s policies. Client further agrees to obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to perform any work or conduct any business via or related to Client’s use of the Services. Client is solely responsible for its compliance with all Applicable Laws and Cake’s policies and protocols.
    6. Use Restrictions. Client acknowledges and agrees that Client must not: (i) create, design or sell counterfeit goods; (ii) infringe Cake’s or any third party‘s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iii) provide false, inaccurate or misleading information; (iv) participate in any fraudulent activity; (v) act in a manner that is defamatory, trade libelous, threatening or harassing; (vi) allow Client’s Digital Wallet to have a negative balance or otherwise violate Cake’s policies related to use of the Digital Wallet; (vii) refuse to cooperate in an investigation or provide confirmation of Client’s identity or any information Client provides to us; or (viii) act in any way that is objectionable as determined by Cake, violates Cake’s policies or any other agreement between the Parties, or violates any Applicable Laws.
    7. Services Availability. Cake will use commercially reasonable efforts to maintain availability of the Services during Client’s subscribed-to Service times. Cake will endeavor to respond to requests for technical support within 72 hours. Client agrees and understands that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other users; and causes beyond Cake’s reasonable control. Cake will make commercially reasonable efforts to notify Client of planned downtime and unavailability of the Services. Cake is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this Section 5.6, or any lack of Service caused by Client’s device or Client’s internet or wireless service provider. 
  6. Representations and Warranties 
    1. By Cake. Cake represents and warrants that: (i) the Services will be performed in a reasonable manner; (ii) it has all necessary authority to execute and deliver these Terms and perform its obligations hereunder; and (iii) neither these Terms nor Cake‘s performance of its obligations hereunder will place Cake in breach of contract with or obligation to any third party.
    2. By Client. Client represents and warrants that (i) it has all necessary rights and authority to execute and deliver these Terms and perform its obligations hereunder; (ii) neither these Terms nor Client’s performance of its obligations hereunder will place Client in breach of any other contract with or obligation to any third party or violate the rights of any third party; (iii) any and all Client Contents supplied by Client to Cake in connection with these Terms are accurate, valid, and true in all material respects as of the date it is provided to Cake; and (iv) Client will not use the Services in any manner which is in violation of any law or regulation.
  7. Confidential Information
    1. Confidential Information Defined.  From time to time during the term of these Terms, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of Receiving Party‘s breach of this Section 7; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently developed by Receiving Party without using any Confidential Information. 
    2. Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with these Terms.
    3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 
  8. Communications
    1. Cake Communications. Cake may use Client or its end users’ contact information to communicate with Client about its use of the Services. By providing Cake with a wireless phone number, Client consents to Cake sending Client informational text messages related to the Services or information Client has requested from Cake. The number of texts that Cake sends will be based on Client’s circumstances and requests. Client can unsubscribe any wireless number from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message received or sent. Please contact the wireless carrier with questions about messaging or data charges.
    2. Client Communications. Cake’s ability to perform under these Terms is specifically predicated on Client’s regular communication with Cake. Cake shall not be held responsible for any delay in or non-provision of Services due to Client’s failure to timely respond or otherwise communicate with Cake on the subject of the Services. To ensure timely communications between the Parties, Client agrees to respond to any communication, whether by phone, email, or otherwise, within two (2) business days of any communication that requires a response. Cake retains the right to delay the performance of the Services, without penalty, to the extent that the Client fails to timely communicate, until timely communications resume. 
    3. Consent to do Business Electronically. Client hereby consents to: (i) Cake communicating with Client electronically; (ii) receiving all applications, notices, disclosures and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. Cake will use electronic documents for certain communications, agreements, disclosures, authorizations and other documents necessary to provide Client with the Services. Client must have a computer or other web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. Client agrees to be responsible for keeping its own Records. If Client requires assistance with its Records or wishes to receive Records in paper format or to withdraw consent to receiving electronic records, please contact us at legal@goodmonth.io. Agreements and transactions executed prior to this request will remain valid and enforceable.
  9. Disclaimer of Warranties
  1. Limited Liability
  1. Indemnification
Each Party (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold the other Party, its affiliates, their officers, directors, managers, members, employees, consultants, contractors, sublicensees and agents (collectively, the “Indemnified Party”) harmless from and against any and all third-party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or relating to the Indemnifying Party’s breach of these Terms. The Indemnifying Party’s obligation hereunder does not extend to Losses resulting from or relating to the Indemnified Party’s acts or omissions amounting to gross negligence, willful misconduct, fraud, or strict liability.
  1. Dispute Resolution 
The Parties agree that any dispute, controversy or claim between the Parties arising out of or relating to: (i) these Terms or the breach thereof; (ii) Cake’s provision of the Services to Client; (iii) Client’s access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the dispute resolution procedure outlined below.
  1. Informal Dispute Resolution. Cake prefers to address user concerns without the necessity of a formal legal case wherever possible. Client agrees to try to resolve a Dispute with Cake informally by contacting legal@goodmonth.io prior to pursuing a claim against Cake. Cake will contact Client by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, either Party may bring a formal proceeding.
  2. Arbitration Agreement. The Parties agree to resolve any Disputes not resolved informally through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Portland, Oregon, United States, or any other location agreed to between the parties. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either Party may assert claims, if they qualify, in small claims court in the United States county where Client is located. Either Party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
  3. Class Action Waiver. Client and its end users may only resolve Disputes with Cake on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
  4. Injunctive Relief.  Each Party acknowledges and agrees that the obligations and promises of each Party under these Terms are of a unique intellectual character that gives them particular value. Each Party further acknowledges and agrees that its breach of any of the obligations and promises contained in these Terms may result in irreparable and continuing damage to the other for which there is no adequate remedy at law and, in the event of such breach, such non-breaching Party will be entitled to seek injunctive relief and/or a decree for specific performance, without having to post a bond, and such other and further relief as may be proper (including monetary damages if appropriate).
  1. Termination
    1. Mutual Termination. Either Party may terminate these Terms upon written notice if the other Party (i) fails to pay any amount when due under these Terms, (ii) has breached any of the terms of these Terms and fails to cure the breach within 30 days of written notice of the breach, or (iii) becomes insolvent or admits its inability to pay its debts generally as they become due, becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 15 days or is not dismissed or vacated within 30 days after filing, is dissolved or liquidated or takes any corporate action for such purpose, makes a general assignment for the benefit of creditors, or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon termination by Cake under this Section 13.1, Client shall pay any unpaid Fees (defined in Section 2) covering the remainder of the Term. 
    2. Termination for Convenience. Either Party may terminate these Terms for convenience upon thirty (30) days’ written notice to Cake. In the event of such termination for convenience by Client, Cake shall be entitled to retain all Fees for the remainder of the Term or, if any Fees for the Term remain unpaid, Client shall pay Cake any and all remaining Fees for the remainder of the Term. In the event of termination for convenience by Cake under this Section 13.2, if Cake determines that Client is owed a refund for paid but unused Fees, Cake will refund a prorated amount based on Client’s Fees at the time of termination and the number of days remaining in the Term. In no event shall any termination under this Section 13.2 relieve Client of the obligation to pay the Fees specified under Section 2.
    3. Survival. Sections 1.3, 3.2 through 3.6, 4.1, 4.5 through 4.7, 5 through 7, 9 through 12 and 14, payments due to Cake, and the Parties’ obligations under those sections that by their nature should survive shall survive termination of these Terms.  
  2. General Provisions
    1. Geographic Restrictions. Cake is owned and operated in the United States. Cake makes no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain jurisdictions. If Client accesses the Services from outside the United States, Client does so on its own initiative and is responsible for its own compliance with local laws.
    2. Relationship of Parties. The Parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the Parties. Neither Party is a legal representative of the other Party, and neither Party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever. 
    3. Entire Agreement.  These Terms and the agreements incorporated by reference herein constitute the sole and entire agreement of the Parties with respect to the Services and supersede and replace any and all prior oral or written understandings or agreements between Cake and Client regarding the Services. These Terms are not intended to and shall not be construed to give any third-party interest or rights with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
    4. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given via email to Client’s email address on its Account or by posting to the Services. Notices from Client to Cake will be given via email to legal@goodmonth.io or to the mailing address posted on the Services. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
    5. Waiver; Severability.  Cake’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
    6. Cumulative Remedies. The Party’s rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. Certain violations of these Terms, as determined by Cake, may result in immediate termination of Client’s access to the Services without prior notice to Client. Cake has the right to investigate violations of these Terms and any conduct that affects the Services, and in response Cake may take any action Cake may deem appropriate.
    7. Assignment and Subcontractors. Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms without the prior written consent of Cake. Any purported assignment, transfer, delegation, or subcontract in violation of this section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Client of any of its obligations hereunder. Cake may at any time assign, transfer, delegate or subcontract any or all of its rights or obligations under these Terms without Client’s prior written consent. These Terms are binding on and inures to the benefit of the Parties to these Terms and their respective permitted successors and permitted assigns.
    8. Choice of Law; Forum. These Terms shall be construed and enforced in accordance with the laws of the State of Delaware, without regards to its principles of conflict of laws. If a Dispute is not resolved by informal dispute resolution or the arbitration process set forth in Section 12, the Parties agree that such Dispute shall be brought exclusively in the state and federal courts located in Delaware and the Parties hereby expressly consent to the personal jurisdiction of the state and federal courts located in New Castle County, Delaware. A Party bringing an action in contravention of this paragraph shall be liable to the other Party for the costs, expenses, and attorney’s fees incurred in successfully dismissing the action or successfully transferring the action to a forum located within Delaware.
    9. Attorneys’ Fees. If any suit or action is filed by any Party to enforce these Terms or otherwise with respect to the subject matter of these Terms, the prevailing Party shall be entitled to recover reasonable attorneys’ fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the arbitrator or trial court, and if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
    10. Interpretation; Counterparts. These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms. These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of these Terms delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of these Terms. 
    11. Force Majeure. Cake shall not be liable for any failure or delay in the performance of its obligations under these Terms arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

By clicking Accept & Continue within CAKE products, Client agrees to and executes these Terms and Conditions.