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Terms of Service

Oncade Terms of Service Last Updated October 16, 2026 Welcome to Oncade! Oncade, Inc (“Oncade,”), owns and operates Oncade.xyz and Oncade.gg (the “Website”) and these Terms of Service govern your use or access of the Website and any applications, mobile apps, affiliated websites or other platforms through which we provide our services (collectively, the “Platform”). Oncade provides the Platform for game developers and others to sell games, in-game items and other game related goods and services. You may sign up on the platform for a personal account (such person a “Customer”) a business account as someone selling goods or services (such person a “Game Studio”) or an affiliate who is marketing the goods and services of a Game Studio for others to purchase (such person, an “Affiliate”). Those who use the Platform, whether as Customers, Game Studios or otherwise are “Users”, and “you” and “your” refer to Users. If you access the Platform or accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that legal entity and, in such event, “you” and “your” will refer to that legal entity. “We”, “us”, or “our” refer to Oncade. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa. Users will be able to interact with each other in a variety of ways on the Platform, including purchasing goods from some Game Studios who have set up their shops on the Platform. By using or visiting the Platform, or receiving any services therefrom, you agree to comply with and be legally bound by the terms, conditions and restrictions of these Terms of Service (the “Terms”). Please read these Terms and our Privacy Policy and our Refund and Cancelation Policy (located at oncade.gg/privacy-policy and oncade.gg/refund-policy and incorporated by reference into these Terms) carefully before using the Platform. If you do not agree to these Terms, including our Privacy Policy, you have no right to obtain information from or otherwise continue using the Platform. Please note that Oncade is a financial technology company, not a bank. Banking, card, and money movement services available through the Platform are provided by licensed third-party partners. Oncade is not responsible for your interactions with other Users, whether they are Customers or Game Studios, whether with respect to your social or business interactions with them, payment, delivery of goods or services, or otherwise. We do not verify any User’s, whether an Customer or Game Studio, compliance with applicable laws or regulation. Furthermore, we have no responsibility or liability for acts by any third-parties (including other Users), other than as stated herein, nor control over the conduct of any third-party using the Platform. Oncade disclaims all liability with respect to the action or inaction of any third-parties, including Game Studios, to the maximum extent permitted by law. Oncade reserves the right to modify these Terms or its policies relating to the Service or Platform at any time, effective upon posting of an updated version of these Terms on the Platform. You are responsible for regularly reviewing these Terms. Continued use of the Platform after any such changes shall constitute your consent to such changes. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 19 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH ONCADE ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.  1. Applicability & Acceptance of These Terms of Use By viewing, using, accessing, browsing, creating an account with, submitting content to, accessing any services or features available or enabled by, or submitting any content or material via Platform, you agree to these Terms as a binding legal agreement between you and us. 2. User License Oncade grants you permission (which may be revoked at any time for any reason or no reason) to view, use and access the Platform and to download, email, share via social networking or print (“Share”) individual pages from the Platform in accordance with these Terms, solely for your own personal, non-commercial use, provided you do not remove any trademark, copyright or other notice contained on such pages. If you are a Game Studio, you may utilize the Platform to offer products or services for sale to other Users provided you comply with applicable law, and may Share content from, or links to, the Platform for the purposes of marketing your business’s presence on the Platform. No other use is permitted. You may not, for example, incorporate the information, content, or other material in any database, compilation, archive or cache. You may not modify, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works from, transfer, or sell any information, content, material, software, products or services obtained from us or other Users, except as specifically noted above. Except as specifically authorized by Oncade, you may not deep-link to the Platform for any purpose or access the Platform manually or with any robot, spider, web crawler, extraction software, automated process or device to scrape, copy, or monitor any portion of the Platform or any information, content, or material on the Platform. We reserve all of our statutory and common law rights against any person or entity who violates this paragraph. You may not link or frame to any pages of the Platform or any content contained therein, whether in whole or in part, except as provided above or with the prior written consent of Oncade. Any rights not expressly granted herein are reserved 2.1 Scope & Reverse-Engineering Ban. This license is revocable, non-exclusive, non-sublicensable, and limited to installing and using the software solely to access the Services. You may not decompile, disassemble, reverse-engineer, or otherwise attempt to derive source code, nor may you circumvent any technological-protection measures. All rights not expressly granted are reserved.. 3. User Conduct You agree that your use of the Platform and or services on the Platform is subject to all applicable local, state and federal laws and regulations, as well as applicable non-US law. You also agree: • to comply with US law and local laws or rules regarding online conduct and acceptable material; • not to use Platform or its services or submit content to the Platform if you are under the age of 13; Age Restrictions & Parental Consent. The Platform is not directed to children under 13. If you are between 13 and the age of legal majority where you live, you may use the Platform only with the consent and supervision of your parent or legal guardian. Parents and guardians are responsible for the minor’s activities on the Platform and are deemed to have accepted these Terms on the minor’s behalf. • not to access the Platform using a third-party's account registration without the express consent of the account holder (authorized delegation of access to your own account is governed by Section 5E); • not to use the Platform for illegal purposes; • not to commit any acts of infringement on the Platform or with respect to content on the Platform; • not to use the Platform to engage in commercial activities apart from sanctioned use of the Services; • not to copy any content, including, but not limited to Game Studio inventory or branding content, for republication in print or on-line; • not to attempt to gain unauthorized access to other computer systems from or through the Platform; • not to interfere with another person's use and enjoyment of the Platform or another entity's use and enjoyment of the Platform; • not to upload or transmit viruses or other harmful, disruptive or destructive files on the Platform; and or • not to disrupt, interfere with, or otherwise harm or violate the security of the Platform, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Platform or affiliated or linked sites (including those of our partners). 4. Game Studio Accounts and Refunds You may sign up as a Game Studio through the approval of Oncade. Oncade will allow you to list your goods and services for sale on the Platform but does not facilitate these sales in any way. Payments will be processed using third-party payment processors and you will otherwise interact directly with other Users. Game Studio acknowledges and agrees that it shall remain the seller of its own goods and services to other Users, and that Oncade is not a reseller and does not accept liability relating to such goods and services. Users understand that to the extent they make any purchases with a Game Studio, they accept that Oncade is not a party to such transaction. Game Studio owners represent and warrant that any and all goods and services they market or sell via the Platform shall conform to the descriptions of the same. In the event the good or service does not comply with the foregoing or with any other representations or warranties of the Game Studio (whether set forth herein or by the Game Studio elsewhere), the Game Studio shall provide Users with a refund (less applicable fees and expenses). Any fees paid to Oncade or to Affiliates in connection with a sale shall not be refundable to the Game Studio or Customer. While Oncade does not provide any guarantees to Customers or Users regarding any goods or services sold by Game Studios, nor does it make any promises with respect to refunds, if a User is unable to receive a refund to which it believes it should be entitled, they may contact us at support@oncade.xyz and we may, in our sole discretion, choose to assist you. 4.1 Statutory Withdrawal Rights. Some jurisdictions, such as the European Union and the United Kingdom, give consumers a legal right to cancel a purchase of digital content within a set period, often 14 days, if downloading or streaming has not begun. Where such a right applies, it is a right against the Game Studio as the seller. Oncade is not the seller and does not itself issue refunds. Send any such request to the Game Studio, or to support@oncade.xyz with your order number if you cannot reach the Game Studio, and we will pass it on. If a purchase was made by credit card and the law requires an approved refund to be returned to that card, it will be returned to that card. Nothing in this Section limits any right you have under applicable law. 5. Wallets and Fees Users will, upon creating an account on the Platform, also create a third-party digital wallet which will be integrated into their account. Note that Oncade does not own, access, or hold any authority over the wallets, nor is it in any way in our custody. You may authorize one or more Authorized Agents or Connected Applications to access your wallet and initiate transactions from it on your behalf as described in Section 5E; any such transaction constitutes your own authorized Instruction, and Oncade neither verifies the authority behind it nor thereby acquires any custody, control, or authority over the wallet. Customers may choose to deposit funds into their wallets or purchase directly using a credit card. There may be fees associated with using different aspects of the Oncade’s service as well as third-party fees. We may from time to time implement other fees which we will prompt you regarding or update these Terms to reflect. Funds from transactions, whether Affiliate Fees, refunds, or the funds to be delivered to a Game Studio from a sale may be delayed or withheld at our discretion. Daily spending limits may apply to mitigate fraud and comply with regulatory caps. Note that all of our transactions are processed through third parties. To the extent a reversal of a transaction or a refund is required by these third parties, you agree to cooperate in facilitating the same and agree that your rights to any funds shall be subject to such decisions of these third parties. We may also choose to collect and remit payment of sales taxes VAT, GST, or similar indirect taxes unless stated otherwise, associated with any sales on the Platform. Oncade collects and remits such taxes where required. Withdrawals are processed exclusively through independent third-party services. Once you initiate a withdrawal, Oncade cannot reverse the transaction or retrieve the funds, and assumes no liability for any resulting loss. 5A Virtual Items & In-Game Currency. Virtual items, points, or currency (collectively, “Virtual Items”) have no monetary value, are non-transferable, and may not be exchanged for real currency or property. Virtual Items are licensed—not sold—to you, and may be modified or removed without compensation. 5B Automatic Updates & Patches. Client software may automatically download, install, and apply updates, patches, or bug fixes that may change or reset gameplay or progress. By continuing to use the software, you consent to these automated deliveries. 5C Export-Control & Sanctions Compliance. You agree not to export, re-export, transfer, or provide any software, technical data, or content obtained via the Services (a) into any country subject to U.S., EU, U.K., or other applicable embargoes or sanctions, or (b) to any person or entity on government prohibited-party lists. You represent you are not located in, or a national of, such restricted jurisdictions. 5D Content Ratings & Territory Locks. Digital content may carry ESRB, PEGI, or other age-rating designations. Certain titles or features may be restricted by territory or disabled if required by publisher agreements or local law. You agree to comply with any such age or territory restrictions. 5E Authorized Users, Agents & Connected Applications. For purposes of these Terms: an “Authorized User” is any person you permit to access, operate, or transact through your account, wallet, or the Services on your behalf, including team members, agents, representatives, and service providers; a “Connected Application” is any third-party application, game, service, bot, or automated or artificial-intelligence agent that you authorize to connect to your account or wallet, or to initiate Instructions, through any permission, application programming interface (API), key, or integration we make available; “Authorized Agent” means an Authorized User or a Connected Application, whether human or automated; an “Instruction” is any request, authorization, transaction, signature, acceptance, purchase, transfer, withdrawal, or other action submitted to or through the Services; and a “Permission” is a grant of authority you make to an Authorized Agent, including its scope, limits, and duration. 5E.1 Appointing Authorized Agents. You may permit one or more Authorized Users, or connect one or more Connected Applications, to access your account or wallet and to submit Instructions on your behalf, using the tools we make available. You are solely responsible for selecting your Authorized Agents, determining the scope of each Permission you grant, and supervising their use. 5E.2 Your authorization; your acts. Every Instruction submitted by an Authorized Agent you have permitted is deemed to be your own, fully authorized Instruction, made with your knowledge and consent, as if you had submitted it yourself. References in these Terms to “you” or “your” include your Authorized Agents where the context relates to use of the Services or the submission of Instructions. You are bound by, and responsible for, all acts, omissions, and Instructions of your Authorized Agents to the same extent as if they were your own, including any Instruction that exceeds the scope you intended to grant. 5E.3 Reliance; no duty to verify. Oncade, the third-party wallet and any underlying software or smart-contract code, and our third-party partners and processors are each entitled to rely on any Instruction or Permission that reasonably appears to originate from your account or from an Authorized Agent, without further inquiry. We have no obligation to verify the identity, authority, capacity, or scope of authority of any Authorized Agent, to confirm that a person who granted a Permission was authorized to do so, or to monitor or limit what an Authorized Agent does. The risk of an over-broad, mistaken, misused, expired, or compromised Permission is yours. 5E.4 Warranties. You represent and warrant that (a) each Authorized Agent has the authority and capacity to act for you and to submit Instructions; (b) you have the right to grant each Permission; (c) your appointment of, and each Instruction by, your Authorized Agents complies with all applicable laws, including the sanctions and export-control obligations in Section 5C; and (d) you will not use an Authorized Agent to circumvent any eligibility, age, geographic, verification, or other restriction in these Terms. 5E.5 Revocation; effect. You may revoke a Permission or remove an Authorized Agent at any time using the tools we make available. Revocation takes effect only prospectively and only after we and any affected third party have had a reasonable opportunity to act on it. Revocation does not reverse, unwind, or create any liability for any Instruction already initiated, in process, or completed, including any irreversible transaction or withdrawal described in Section 5. Until you revoke a Permission, it remains effective and you remain bound by Instructions made under it. 5E.6 Security. You are responsible for safeguarding the credentials, keys, and access you issue to any Authorized Agent, and for the acts of anyone who obtains them, consistent with your obligations in Section 13. You agree to notify Oncade promptly of any suspected unauthorized access or compromised Authorized Agent. We may suspend, revoke, or refuse to act on any Permission, Authorized User, or Connected Application at our discretion, including where we suspect unauthorized, fraudulent, or unlawful use. 5E.7 Connected Applications are third parties. Connected Applications are operated by third parties, not by Oncade, and your use of them is governed by their own terms. We do not control, endorse, or assume responsibility for any Connected Application or its Instructions, and the disclaimers and limitations elsewhere in these Terms (including Sections 8, 10, 11, and 12) apply to them. Nothing in this Section expands any authority of, or custody by, Oncade; as stated in Section 5, Oncade does not own, access, or hold authority over your wallet. 5E.8 Consumer-protection rights unaffected. Nothing in this Section 5E limits, waives, or modifies any right you may have under applicable law, or under any card issuer's or banking partner's cardholder or account agreement, with respect to unauthorized transactions, error resolution, or other non-waivable consumer protections. To the extent any such law or agreement applies, this Section is read subject to it. 5F Electronic Acceptance, Instructions & Signatures. By using the Services you consent to transact and communicate electronically. Any Instruction, acceptance, consent, authorization, or signature submitted through the Services—whether by you or by an Authorized Agent—has the same legal effect as a writing signed by you, and you agree not to contest its validity or enforceability solely because it was made or transmitted electronically. Wherever these Terms require something to be “in writing” or “signed,” electronic form satisfies that requirement. You may withdraw your consent to transact electronically, or request a paper copy of any record, by contacting support@oncade.xyz; withdrawing consent may prevent you from using some or all of the Services. 5G Treasury Management & Yield. 5G.1 What the Treasury Feature is. Oncade may make available an optional feature that lets you deposit assets from your own self-custodial wallet into one or more third-party decentralized-finance protocols and smart-contract vaults in order to earn a variable yield (the “Treasury Feature”). The yield, allocations, and risk parameters of any such vault are established and operated by independent third parties—including the underlying lending protocol and the third-party “curator” that selects collateral markets and sets risk parameters by smart contract—and not by Oncade. Oncade provides only a software interface through which you may choose to interact with those protocols. 5G.2 Oncade's role; non-custodial and non-discretionary. The Treasury Feature is non-custodial. Oncade never holds, controls, or moves the assets you deposit; the underlying smart-contract code—not Oncade—holds and routes those assets. Any routing, allocation, or rebalancing made available through the interface is programmatic and non-discretionary, is not tailored to your individual financial circumstances, and is not a recommendation. Oncade is not a broker, dealer, intermediary, custodian, exchange, money transmitter, investment adviser, financial adviser, or fiduciary, and your use of the Treasury Feature does not create any advisory, agency, or fiduciary relationship with Oncade. Oncade does not provide investment, financial, legal, or tax advice. 5G.3 Independent layers; do your own due diligence. The Treasury Feature involves at least three independent parties—the underlying protocol, the third-party curator, and Oncade as interface—each of which operates independently of, and is not responsible for, the others. Oncade does not control, audit, guarantee, or assume responsibility for any underlying protocol, vault, curator, oracle, collateral market, or smart contract. You are responsible for conducting your own due diligence on each layer before depositing, and for monitoring any changes (including changes subject to a timelock) for as long as you participate. 5G.4 NOT A DEPOSIT; NOT INSURED; YOU MAY LOSE YOUR FUNDS. YOU UNDERSTAND AND AGREE THAT ASSETS USED WITH THE TREASURY FEATURE ARE NOT A BANK DEPOSIT, ARE NOT A SAVINGS OR CHECKING ACCOUNT, AND ARE NOT INSURED OR GUARANTEED BY ONCADE, BY ANY GOVERNMENT, OR BY ANY DEPOSIT-INSURANCE OR INVESTOR-PROTECTION SCHEME, INCLUDING THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC), AND THE NATIONAL CREDIT UNION ADMINISTRATION (NCUA). ANY YIELD IS VARIABLE AND IS NOT GUARANTEED. YOU MAY LOSE SOME OR ALL OF THE ASSETS YOU DEPOSIT, AND TRANSACTIONS MADE THROUGH THE TREASURY FEATURE MAY BE FINAL AND IRREVERSIBLE. YOU PARTICIPATE ENTIRELY AT YOUR OWN RISK. 5G.5 Risks that may cause loss of funds. The risks of the Treasury Feature include, without limitation: (a) smart-contract risk—bugs, vulnerabilities, or exploits in the protocol, vault, or related code may cause loss of deposited assets; (b) oracle risk—a price oracle may be manipulated, misconfigured, or fail, causing improper liquidations or bad debt; (c) liquidation and bad-debt risk—if collateral backing the underlying markets falls in value, any resulting bad debt may be shared proportionally among depositors, reducing or eliminating your balance; (d) liquidity and withdrawal risk—you may be unable to withdraw immediately, in whole or in part, when underlying liquidity is fully utilized, and may have to wait for borrowers to repay or for new deposits to arrive; (e) curator and governance risk—the curator or other privileged roles may change collateral markets, caps, fees, or other parameters, and may concentrate deposits in one or a few markets notwithstanding any “diversified” or “blue-chip” description; (f) counterparty and freeze risk—a third party may blacklist, freeze, or otherwise restrict assets or addresses; (g) protocol, blockchain, and technology risk—forks, outages, congestion, consensus failures, or attacks (including 51% or replay attacks) may impair or destroy value; (h) asset and de-peg risk—the value of any token, including any stablecoin, may decline or de-peg without warning; and (i) regulatory risk—changes in law, regulation, or enforcement may restrict, suspend, or impair the feature. These risks are illustrative and not exhaustive. 5G.6 Fees. Yield generated by an underlying vault is reduced by fees charged by independent third parties, including a curator performance fee (which may be substantial—for example, up to twenty-five percent (25%) of yield), and may also be reduced by any fee Oncade charges and by network transaction fees. The yield you receive is net of these fees, and any gross or advertised rate does not reflect the amount you will actually earn. 5G.7 Not an investment offering. Oncade does not offer or intend the Treasury Feature, or any vault, token, or transaction made available through it, to constitute a security, investment contract, or regulated investment product, and nothing in the Treasury Feature is an offer or solicitation to buy or sell any security. Because all routing is programmatic and non-discretionary, and Oncade takes no custody of and exercises no discretion over your assets, Oncade does not pool your assets in a common enterprise or promise returns derived from Oncade's own efforts. 5G.8 Eligibility and acknowledgment. The Treasury Feature may not be available in all jurisdictions, and you represent that you are eligible to use it where you are located and that doing so is appropriate given your circumstances and financial resources. Where Oncade presents a separate treasury risk disclosure or acknowledgment at the time you opt in, that disclosure is incorporated into these Terms by reference, and you may be required to affirmatively acknowledge it before participating. Any such disclosure is in addition to, and does not limit, supersede, or reduce, the risks and terms described in this Section 5G; the disclosures are cumulative, and where they differ, the provision affording the broader disclosure of risk applies. By opting into and using the Treasury Feature, you acknowledge that you have read, understood, and accepted the risks described above, including the risk of total loss of the assets you deposit. 5H Payment Processing Partner. We use HIFI to process financial transactions, including identity and business verification, bank deposits, and withdrawals to bank accounts. By using these features of our service, you also agree to HIFI's Terms & Conditions (located at www.hifi.com/terms-conditions) and Privacy Policy (located at www.hifi.com/privacy-policy), which are incorporated by reference into these Terms. When you accept these Terms before using those features, you authorize us to record your acceptance of HIFI's Terms & Conditions with HIFI on your behalf. 5I Digital Asset Risks. Balances on the Platform are held as stablecoins, such as USDC, on public blockchains. Every User can send and receive stablecoins. By using any feature that holds, sends, receives, or converts digital assets, you acknowledge and accept the following risks: (a) Irreversible transactions. Once a blockchain transaction is submitted, it cannot be reversed, cancelled, or recalled. Oncade cannot recover funds sent in error. (b) Wrong address or network. If you send assets to an incorrect address, to an address that no one controls, or on a network the recipient does not support, the assets may be permanently lost. You are responsible for checking every address, amount, and network before you confirm a transaction. (c) Stablecoin value. A stablecoin is designed to hold a stable value against a currency such as the U.S. dollar, but it may lose that value, temporarily or permanently. The stablecoin issuer, not Oncade, is responsible for its reserves and redemption, and the issuer may freeze or block tokens or addresses. (d) Smart contract risk. Features such as wallets, gifts, payment splits, and team accounts rely on smart contracts. Smart contracts may contain bugs or vulnerabilities, or may be exploited, which may delay transactions or cause loss of funds. (e) Network risk. Blockchain networks may become congested, fail, fork, or be attacked, and network fees may change without notice. Transactions may be delayed or fail. (f) Not insured. Digital asset balances are not bank deposits and are not insured by the FDIC or by any other government deposit-insurance scheme. (g) Regulatory risk. Changes in law or regulation may restrict, suspend, or end features that use digital assets. These risks apply in addition to the risks described in Section 5G. This list is not exhaustive. 5J Age Requirement for Financial Features. You must be at least 18 years old, or the age of legal majority where you live if that is older, to use any feature that holds, sends, receives, converts, or withdraws funds. These features include deposits, wallet balances, transfers to other Users or addresses, gifts of funds, payouts, cash-outs, withdrawals to a bank account, cards, the Treasury Feature, Affiliate payouts, and Game Studio accounts. The parental consent described in Section 3 does not extend to these features. We may ask you to verify your age, and we may suspend these features for any account we believe belongs to a person under the required age. 5K Cards. Cards offered through the Platform are issued by a partner bank and operated by a third-party program manager, not by Oncade. Oncade is not a bank. Your card is governed by the cardholder agreement and the related terms and privacy policies that you review and accept when you apply for the card. Those documents are incorporated into these Terms by reference. If they conflict with these Terms on a matter about the card, the card documents control. Cards are available only to eligible Users in supported countries. 6. Termination and Modifications to the Platform Oncade reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform and/or services offered on or through Platform (or any part thereof), including but not limited to the Platform’s features, look and feel, and functional elements and related services, or termination of your access to any part thereof or of your account. You understand that Oncade may enact this right at any time, though we intend to do our best to offer you adequate notice to migrate any of your data in accordance with these Terms. 7. Account Termination Any account may be closed by the account owner via means provided in the Platform. Any transactions already confirmed must be honored and completed by the User. In the event that such confirmed transactions are more than 24 hours out, the termination will not be effective at least until the last such confirmed transaction is completed. If you are paying for a Game Studio account, you may terminate your account as outlined above but will not be entitled to a refund for any portion of your annual membership. 8. Your Interactions with Other Users The Company is not responsible for the conduct of any User. As noted in and without limiting the Sections on Links and Limitation on Liability below, in no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Platform including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from your communications and/or interactions with other users. You should not provide your financial or other personal information to other users. 9. Your Content Oncade may provide you with interactive opportunities (i) on the Platform, including, without limitation, features such as user ratings and reviews, messaging Users, listing goods and services for sale, your profile page, other people’s profile pages, microblogs, events, saved favorites, liked items and bookmarked Game Studios, user profiles and pictures, (ii) on social media pages maintained by Oncade, as well as (iii) through other communications with you, including, without limitation, through text (“SMS”) or multimedia (“MMS”) messages (collectively, "Interactive Areas"). You will also have the opportunity to post, upload, publish, link to, transmit, record, display or otherwise make available (collectively, “Post”) on the Platform or transmit to other Users in various forms, including messages, videos, photographs, profile text, each of which may be Posted publicly or privately (“Content”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all Content that you Post to the Platform, including, without limitation, information and materials provided or made available in connection with any Facebook, Google, or other third party login (“Your Content”). Your Content includes, without limitation, your username and/or other user profile information such as your ratings history and how long you have been a Oncade User, your location, textual, visual, or audio content and information, whether transmitted via the Platform, SMS or MMS message, or otherwise. A. Use of Your Content You grant Oncade an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sublicensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute, and/or otherwise use Your Content in all forms of media now known or hereafter invented ​​for the purpose of operating, promoting, and improving our Site, business, products and services, and developing new ones (collectively, the “Uses”). The Uses include, without limitation, use of your username and/or other user profile information such as your ratings history and how long you have been an Oncade user, to attribute Your Content to you on the Platform, including in Interactive Areas and other public areas on our Platform, or otherwise in connection with our Services. All Uses will be made without notification to and/or approval by you and without the requirement of payment to you or any other person or entity. Further, you hereby grant Oncade a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive license to incorporate and use any of your suggestions, input, or other feedback relating to the Platform or the Services (collectively, the “Feedback”) for any purpose without notice to, approval by, or compensation to you. You further understand and agree that you may be exposed to third-party content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. Oncade and its parents, subsidiaries, affiliates, and each of their officers, directors, employees, successors, assigns, licensors, licensees, designees, business partners, contractors, agents and representatives (collectively, the "Released Parties") will not be responsible for, and you hereby expressly release the Released Parties from any and all liability for the action of any and all third parties with respect to Your Content, or for any damages you allege to incur as a result of or relating to any third-party content. You understand and agree that we may, but are not obligated to, monitor or review any Content which is Posted to the Platform. We may delete any Content, in whole or in part, which in our sole judgment violates this Agreement or which may harm the Platform in any way. Content may also be suspended if reported by Users. B. Conduct within Interactive Areas By transmitting Your Content, you agree to follow the standards of conduct below, and any additional standards that may be stated on the Platform. We expect your cooperation in upholding our standards. You are responsible for all of Your Content. You agree that Your Content will not: * be unlawful, harmful to adults or minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another's privacy, hateful, and/or racially, ethnically, and/or otherwise objectionable; * have a commercial, political, or religious purpose; * be false, misleading, and/or not written in good faith; * infringe any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity; * be illegal and/or promote illegal activity; * contain confidential information belonging to a third party; * contain unauthorized advertising and/or solicits users to a business other than those on the Platform; and/or * be intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware, or on the Platform or other websites. We do our best to encourage civility and discourage disruptive communication on the Platform. We also do our best to discourage communications that incite others to violate our standards. Oncade may monitor any and all use of the Platform, including, without limitation, interactions between our users; however, we are under no obligation to do so. We may manage the Platform in a manner intended to protect our property and rights and to facilitate the proper functioning of the Platform. If any of Your Content or conduct on our Platform violates our standards, or any other terms of this Agreement; or interferes with other peoples' enjoyment of the Platform or Services; or is inappropriate in our judgment; we reserve the right, in our sole discretion and without notice to you, (i) to change, delete or remove, in part or in full, any of Your Content, (ii) to terminate or suspend access to any Interactive Areas or any other part of our Platform, and/or (iii) to terminate or suspend your Account; in each case, with or without notice. Oncade will cooperate with local, state, and/or federal authorities to the extent required by applicable law in connection with Your Content. If you find other Users’ content objectionable or abusive, you may flag the content or block the particular user. We will respond within 24 hours with respect to any flagged content and may remove the content and eject the offending user. C. Ratings and Reviews The Platform and other Interactive Areas may allow you to rate (each, a “Rating”) and post reviews (each, a “Review”) of Game Studios. Such Ratings and Reviews are considered Your Content and are governed by the terms and conditions of this Agreement. Ratings and Reviews are not endorsed by Oncade, and do not represent the views of Oncade or of any affiliate or partner of Oncade. Oncade does not assume liability for Ratings and Reviews or for any claims, liabilities, or losses resulting from any Ratings and Reviews. We strive to maintain a high level of integrity with our Ratings and Reviews and other aspects of Your Content. Therefore, all Ratings and Reviews must comply with the following criteria, in addition to and without limiting other requirements applicable to Your Content as set forth in these Terms: (1) before posting a Rating or Review, you must have had recent first-hand experience with the Game Studio; (2) you may not have a proprietary or other affiliation with either the Game Studio or any of their competitors; (3) you may not draw any legal conclusions regarding the Game Studio’s products, services, or conduct; (4) your Review must otherwise comply with the terms of this Agreement as well as all applicable laws, rules, and regulations, including without limitation the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (which may be found at http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including that your Review must disclose any “material connection” you may have with Oncade or the Game Studio; and (5) you will not submit a Rating or Review in exchange for payment, free food or beverage items, or other benefits from any Game Studio or third party. Any Rating and/or Review that we determine, in our sole discretion, could diminish the integrity of the Ratings and Reviews and/or the Platform may be removed or excluded by us without notice. 10. Indemnity By using the Platform or taking advantage of the Services, you warrant that you and, if applicable, the company or organization you represent, while interacting with Oncade through the Platform or otherwise, agree to defend, indemnify and hold harmless Oncade and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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: (i) your improper use of and access to the Platform including any data or content transmitted or received by you; (ii) your violation of any terms applicable to your use of the Platform, including but not limited to the Terms of Use or the Privacy Policy, including without limitation your breach of any of the representations and warranties you make in these agreements; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) any foodborne illness or other issues relating to the preparation, packaging, delivery or consumption of food, due to your improper storage or handling of said food or any; (v) your violation of any applicable law, rule or regulation; or (vi) any claims against Oncade or its affiliates by a third-party involving your use of the Platform (whether as an Individual a Game Studio, or otherwise). 11. Disclaimer of Warranties THE INFORMATION, CONTENT, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE THROUGH THE PLATFORM (WHETHER PROVIDED BY ONCADE, YOU, OTHER USERS OR OTHER AFFILIATES/THIRD PARTIES), INCLUDING WITHOUT LIMITATION, FOOD/BEVERAGE ORDERS, SUBMISSIONS, TEXT, PHOTOS, GRAPHICS, AUDIO FILES, VIDEO, AND LINKS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONCADE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM AND SERVICES, AND ANY OFFERINGS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW. 12. Limitation of Liability ONCADE ALLOWS USERS TO CONNECT WITH ONE ANOTHER. YOU MAY INTERACT WITH OTHER USERS IN A VARIETY OF WAYS, INCLUDING BY PURCHASING GOODS OR SERVICES FROM OTHER USERS. ONCADE IS NOT A RESELLER OF GOODS OR SERVICES. ONCADE CANNOT GUARANTEE ANY ASPECTS OF YOUR INTERACTIONS WITH OTHER USERS, INCLUDING GAME STUDIOS FROM WHOM YOU PURCHASE SUCH GOODS OR SERVICES. ONCADE DOES NOT CONTROL GAME STUDIOS OR OTHER USERS AND WILL IN NO EVENT BE HELD LIABLE FOR THEIR ACTION OR INACTION. ONCADE DOES NOT VERIFY ANY USER’S COMPLIANCE WITH APPLICABLE LAWS OR REGULATION. YOU UNDERSTAND THAT BY USING THE PLATFORM TO INTERACT WITH OTHER USERS YOU MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS OR HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE PLATFORM AT YOUR OWN RISK. WITH THE EXCEPTION OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE ONCADE BE LIABLE TO YOU OR ANYONE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (EVEN IF ONCADE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, PERFORMANCE OF, OR SERVICES PROVIDED ON OR THROUGH THE PLATFORM. ONCADE ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE PLATFORM. ONCADE ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE PLATFORM, AS WELL AS ANY THIRD PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS SITE, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WITH THE EXCEPTION OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL ONCADE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT OR TORT, EXCEED (A) THE AMOUNT PAID BY YOU TO ONCADE, IF ANY IN THE PAST 12 MONTHS.   YOU AND ONCADE AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND ONCADE AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE FAIR AND REASONABLE. YOU WARRANT THAT AS A REPRENSENTATIVE OF ANY COMPANY OR ORGANIZATION FOR WHICH YOU MAY BE PLACING ORDERS FOR, YOU HAVE THE AUTHORITY TO BIND THE COMPANY OR ORGANIZATION TO THE INDEemnification AGREEMENT AND THE ABOVE LIMITATIONS ON LIABILITY AND THAT YOU DO BIND TO THEM THROUGH YOUR USE OF THE PLATFORM. IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. 13. Your Account and Security Certain features of the Platform require that you register and/or create an account with the Platform. To register and create an account, you must provide certain personal information to Oncade as set forth in our privacy policy, which is located at oncade.gg/privacy-policy and incorporated herein by reference. In consideration of the use of the Platform, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Oncade has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Oncade has the right to refuse any and all current or future use of the Platform (or any portion thereof). You are responsible for maintaining the confidentiality and security of your account, and you are fully responsible for all activities that occur under your account, and for any other actions taken in connection with the account. You agree to (a) immediately notify Oncade of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your account or credit card information. Oncade will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your account. 14. Links As a courtesy to you, Oncade may offer links to other websites. Some of these websites may be affiliated with Oncade, while others are not. You may also be provided links by other Users, including Game Studios. Oncade is not responsible for the contents of any website pages created and maintained by organizations independent of Oncade. Visiting any such third-party website pages is done at your own risk. Oncade has no control of these third-party website pages, nor can it guarantee the accuracy, completeness, or timeliness of information in third-party website pages. Your use of such information is voluntary, and your reliance on such information should be made only after independent review. References to commercial products or services within any such third-party website pages do not constitute or imply an endorsement by Oncade. By using the Platform you acknowledge that Oncade is responsible neither for the availability of, nor the content located on or through any third-party website pages. 15. Trademarks Marks, logos, and names of Oncade used on or in connection with the Platform or any other service or product by the Platform may not be used in connection with any product or service that is not under Oncade’s ownership or control. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits the Platform or Oncade. All other trademarks not owned by Oncade (or its affiliates) that appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Oncade or its affiliates. 16. INTELLECTUAL PROPERTY POLICY & DMCA NOTICES We are committed to respecting the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through Oncade infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on Oncade; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. DMCA notices and counter-notices regarding – the Platform should be sent to: Oncade Inc. 8 The Green #21571 Dover, DE, 19901 United States support@oncade.xyz 17. Consideration Each of the parties acknowledges that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Platform and receipt or use of data, content, products and/or services through the Platform. 18. Jurisdiction, Applicable Law, and Limitations Each of the parties agrees that these Terms of Use will be governed by and construed in accordance with the laws of the United States of America and the State of California, without regard to its conflicts of law provisions. The Platform is available in the United States and in other countries where we choose to make it available. Some features, including financial features, cards, and payout methods, are available only in certain countries, and we may limit or change where any feature is available. You may not use the Platform from, or as a resident of, a jurisdiction subject to the sanctions described in Section 5C, or where your use would violate applicable law. If you use the Platform outside the United States, you are responsible for complying with local law. Nothing in these Terms limits any right you have under the mandatory consumer-protection law of the country where you live. Each of the parties agrees that all legal proceedings arising out of or in connection with these Terms of Use, or services available on or through the Platform must be filed in a federal or state court located in Alameda County, California. Each of the parties expressly submits to the exclusive jurisdiction of said courts and consent to extraterritorial service of process. 19.Dispute Resolution PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY. IT LIMITS THE WAYS YOU CAN SEEK RELIEF FROM ONCADE AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS MORE CIRCUMSCRIBED DISCOVERY AND APPELLATE REVIEW THAN THERE IS IN COURT. A. Informal Dispute Resolution Procedure. There might be instances when a Dispute (as defined below) arises between you and Oncade. In those instances, Oncade is committed to working with you to reach a reasonable resolution; however, we can only do this if we know about and understand each other’s concerns. Therefore, for any Dispute that arises between you and Oncade, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the Dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account to the following email address: support@oncade.xyz. Your written description must be on an individual basis and also provide at least the following information: your name; a detailed description of the nature and basis of the Dispute, including any transaction details; and the specific relief sought and how it was calculated. Your written description must be personally signed by you. For any Dispute that Oncade raises, we will send our written description of the Dispute to the email address associated with your account. You and Oncade then agree to negotiate in good faith about the Dispute. This might include an informal telephonic dispute resolution conference between you and Oncade if such a conference is requested by Oncade. If such an informal telephonic dispute resolution conference takes place, it shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party's counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. This should lead to resolution, but if for some reason the Dispute is not resolved satisfactorily within sixty (60) days after receipt of the complete written description of the Dispute, you and Oncade agree to the further dispute resolution provisions below. To reiterate, this informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. A court shall have the authority to enjoin the filing or prosecution of arbitrations based on a failure to comply with this Informal Dispute Resolution Procedure. A party may raise non-compliance with this Informal Dispute Resolution Procedure in court and/or in connection with the arbitration. B. Mutual Arbitration Agreement. You and Oncade agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of this Agreement or payments by or to Oncade, or that in any way relate to your use of the Platform, the Services, and/or other content on the Platform, your relationship with Oncade, or any other dispute with Oncade, (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) (each, a “Dispute”) shall be submitted exclusively to binding arbitration. Dispute shall have the broadest possible meaning. This includes claims that arose, were asserted, or involve facts occurring before the existence of this or any prior Agreement as well as claims that may arise after the termination of this Agreement. This Mutual Arbitration Agreement is intended to be broadly interpreted. Notwithstanding the foregoing, issues related to the scope, validity, and enforceability of this Arbitration Agreement are for a court to decide. Also, each party retains the right to (1) elect (at any time prior to the appointment of an arbitrator) to have any claims heard in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, provided the proceeding remains in small claims court and is not removed or appealed to a court of general jurisdiction, and (2) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other confidential or proprietary information or intellectual property rights. For clarity, this “Dispute Resolution” section does not alter, amend, or affect any of the rights or obligations of the parties to any other written agreement between you and Oncade. ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE DISPUTE. RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND ONCADE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW. C. Class Action and Collective Relief Waiver. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION 19G BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OR AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF. UNLESS BOTH YOU AND ONCADE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS (EXCEPT AS SET OUT IN SECTION 19G BELOW), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING. THIS CLASS ACTION AND COLLECTIVE RELIEF WAIVER IS AN ESSENTIAL PART OF THIS “DISPUTE RESOLUTION” SECTION, AND IF IT IS DEEMED INVALID OR UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR DISPUTE, NEITHER YOU NOR ONCADE IS ENTITLED TO ARBITRATION OF SUCH CLAIM OR DISPUTE. NOTWITHSTANDING THE FOREGOING, IF A COURT DETERMINES THAT THE CLASS ACTION AND COLLECTIVE RELIEF WAIVER IS NOT ENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF OR A REQUEST FOR PUBLIC INJUNCTIVE RELIEF AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THEN THE PARTIES AGREE THAT THAT PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN COURT BUT SHALL BE STAYED PENDING ARBITRATION OF THE REMAINING CLAIMS AND REQUESTS FOR RELIEF. D. Arbitration Rules. The arbitration will be administered by the American Arbitration Association ("AAA"). Except as modified by this “Dispute Resolution” section, the AAA will administer the arbitration in accordance with either (A) the Commercial Arbitration Rules then in effect, or (B) the Consumer Arbitration Rules then in effect if the matter involves a “consumer” agreement as defined by Consumer Arbitration Rule R-1 (together, the "Applicable AAA Rules"). The Applicable AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879. If AAA is unavailable or unwilling to administer an arbitration consistent with this “Dispute Resolution” section as written, the parties will select an alternative arbitration provider that will administer the arbitration consistent with this “Dispute Resolution” section as written. If the parties cannot agree on an alternative arbitration provider, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration provider that will administer an arbitration consistent with this “Dispute Resolution” section as written. E. Arbitration Process. If after sixty (60) days the Informal Dispute Resolution Procedure above is unsuccessful in resolving the parties’ dispute, a party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Applicable AAA Rules. (The AAA provides applicable forms for Demands for Arbitration available at https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf (Consumer Arbitration Rules), and a separate affidavit for waiver of fees for California residents only is available at https://adr.org/sites/default/files/Waiver_of_Fees_CA_Only.pdf.) If you initiate arbitration, you shall certify that you have complied with the Informal Dispute Resolution Procedure above and personally sign your Demand for Arbitration. The arbitration will be conducted by a single arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state or county in which you reside. The parties will first attempt to agree on an arbitrator. If the parties are unable to agree upon an arbitrator within twenty-one (21) days of receiving the AAA’s list of eligible neutrals, then the AAA will appoint the arbitrator in accordance with the AAA Rules. F. Arbitration Location and Procedure. Unless you and Oncade otherwise agree, the arbitration will be conducted in the county where you reside. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Oncade submit to the arbitrator, unless a party requests a hearing and the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, the right to a hearing will be determined by the Applicable AAA Rules. Subject to the Applicable AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Unless otherwise prohibited by law or agreed by the parties, all arbitration proceedings and all related records will be confidential and closed to the public and any parties other than you and Oncade, except as necessary to obtain court confirmation of the arbitration award. G. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands presented by or with the assistance or coordination of the same law firm or organization are submitted to AAA or another arbitration provider (if AAA is unavailable) against Oncade, the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate a single, different arbitrator for each batch (unless the parties agree otherwise); and (iii) provide for a single filing set of fees (for example, if AAA is the arbitration provider, one filing fee, case management fee, and arbitrator compensation fee) due per side per batch. You agree to cooperate in good faith with Oncade and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “Batch Arbitrations” provision shall in no way be interpreted as authorizing class arbitration of any kind. Oncade expressly reserves its right to raise unique defenses as to each claimant in connection with this process. H. Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the applicable AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator's award of damages and/or other relief must be consistent with Section 19C above and also must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages or other relief for which a party may be held liable. The arbitrator’s award shall be binding only between the parties to the arbitration proceeding and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration. The arbitrator shall apply the provisions of Federal Rule of Civil Procedure 68 after the arbitration award is entered. If the arbitrator finds that either the substance of a claim or the relief sought in a Demand for Arbitration was frivolous or was brought for harassment or an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the arbitrator may award attorneys’ fees, costs and expenses in favor of a party. I. Fees. Your responsibility to pay any AAA filing, administrative, and/or arbitrator fees will be solely as set forth in the applicable AAA Rules (as modified by Section 19G above). If, however, you are able to demonstrate that the costs of arbitration will be prohibitive for you as compared to the costs of litigation, Oncade will reimburse as much of the filing, administration, and/or arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive to you. J. Right to Opt-Out of Arbitration. Oncade’s updates to this Agreement do not provide you with a new opportunity to opt out of the Mutual Arbitration Agreement if you previously agreed to an Agreement and did not validly opt out of arbitration. Oncade will continue to honor any valid opt outs if you opted out of the Arbitration Agreement in a prior version of the Agreement. You may opt out of this Mutual Arbitration Agreement. To opt out, you must notify Oncade in writing no later than 30 days after first becoming subject to this Mutual Arbitration Agreement. Your notice must include your name and address, the email address you currently use to access your Oncade Account (if you have one), and a clear statement that you want to opt out of this Mutual Arbitration Agreement. You must send your opt-out notice to: support@oncade.xyz. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with Oncade or may enter into in the future with Oncade. K. Changes. Oncade reserves the right to change this "Dispute Resolution" section. If Oncade changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Platform or Services after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing Oncade written notice of such rejection by mail or hand delivery to: Oncade, Attn: Dispute Resolutions, 8 The Green #21571, Dover, DE 19901, United States, or by email from the email address associated with your account to: support@oncade.xyz, within 30 days of the date such change became effective, as indicated in the "Last Updated" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Oncade in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement, as applicable). 20. Enforceability If any portion of these Terms of Use is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms of Use shall continue to be enforceable and valid according to terms contained herein. 21. Entire Agreement With the exception of the Privacy Policy and any other terms you explicitly agree to during your use of the Platform, these Terms of Use constitute the entire agreement between you and Oncade, superseding all prior agreements regarding the Platform. 22. No Waiver The failure of either party to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of said right or provision. Neither party hereto shall be deemed to be in default of any provision of the Terms of Use or for failure in performance resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, including, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes. 23. Headings & Construction The section titles in the Terms of Use are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Terms of Use shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party. These Terms are written in English. We may provide translations for your convenience. If a translation conflicts with the English version, the English version controls, to the extent permitted by applicable law. 24. Comments & Feedback In compliance with your rights under California Civil Code 1789.3, you have the right to contact Oncade with any complaints or to seek additional information. You may email Oncade at support@oncade.xyz. For any physical documents, you may send mail to Oncade Inc. 8 The Green #21571 Dover, DE, 19901 United States If California users have any questions or complaints about the Platform, they may also contact The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs through writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.