TERMS

OF

SERVICE

Last Updated: July 22, 2026

1. Acceptance of Terms; Binding Agreement

These Terms of Service (the "Terms") form a legally binding agreement between you and PUDDY Inc. ("PUDDY Inc.," "we," "us," or "our"). By accessing or using puddystudios.com and all associated subdomains (collectively, the "Sites"), or any current or future application, game, tool, publication, website, or feature operated, published, or distributed by PUDDY Inc., whether on the Sites or off-domain (including on third-party games, messaging, and distribution platforms and on public blockchain networks and content hosts), and whether now existing or hereafter developed (collectively with the Sites, the "Services"), you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

These Terms incorporate by reference our Privacy Policy and any additional or application-level terms we may post for a specific Service. Any such additional terms control over these Terms only to the extent of a direct conflict and only as to that Service. We may modify these Terms at any time as described below, and your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

You consent to enter into this agreement electronically, and you agree that your access or use of the Services constitutes a legally binding manifestation of your assent to these Terms, including the arbitration agreement and class-action waiver set forth below.

2. Eligibility and Capacity

You must be at least 13 years of age to access or use the Services. The Services are not directed to children under 13, and we do not knowingly permit children under 13 to use the Services. If you are between 13 and the age of majority in your jurisdiction, you may use the Services only with the involvement, consent, and supervision of a parent or legal guardian who agrees to be bound by these Terms and who has the authority to enter into a binding contract on your behalf.

By accessing or using the Services, you represent and warrant that you are at least 13 years of age and that, if you are under the age of majority in your jurisdiction, your access and use occur with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf and who has full legal capacity and authority to enter into a binding contract. If you are of the age of majority, you represent and warrant that you have the full legal capacity and authority to enter into a binding contract. If you access or use the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity. These representations run to PUDDY Inc. and are a material basis on which we provide the Services.

3. The Services; Changes

PUDDY Inc. operates a portfolio of digital products, games, tools, publications, and other features made available through the Services. We reserve the right, in our sole discretion, at any time, for any or no reason, and with or without notice, to add, modify, suspend, discontinue, or remove any Service, or any portion, feature, or functionality thereof, and to impose limits on certain features or restrict access to any or all of the Services, in each case without liability to you or any third party.

4. License to Use; Intellectual Property

Subject to your compliance with these Terms, PUDDY Inc. grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services for your personal, non-commercial use. All rights not expressly granted are reserved by PUDDY Inc. and its licensors. All rights reserved. This license does not limit any broader rights you may have in open-source components under their respective licenses, as addressed in the Applications, Tools, and Digital Assets Section below.

All content and materials made available on or through the Services, including without limitation text, graphics, logos, trademarks, service marks, trade names, images, audio, video, software, code, sigils, and the overall look and feel, are the property of PUDDY Inc. or its licensors and are protected by United States and international intellectual property laws. Except as expressly permitted by these Terms or as required by an applicable open-source license, you may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works from, transmit, frame, mirror, resell, or otherwise exploit any part of the Services without our prior written consent.

5. User Content

"User Submissions" means any content you submit, post, transmit, or otherwise make available to us through the Services, including without limitation information submitted through any contact or feedback form and any current or future user-generated content. You retain ownership of your User Submissions, subject to the license below.

By making any User Submission available, you grant PUDDY Inc. a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, display, and distribute your User Submission in connection with operating, providing, and promoting the Services and our business, in any media now known or hereafter developed.

You represent and warrant that you own or control all rights in your User Submissions, that they are accurate and lawful, that they do not violate these Terms or infringe or misappropriate any third-party right, and that you have obtained all consents necessary from any identifiable individual featured in a User Submission. To the fullest extent permitted by law, you waive, and agree not to assert against PUDDY Inc. or its sublicensees, any moral rights and any rights of publicity in your User Submissions. You are solely responsible for your User Submissions and bear all risk associated with them. We may remove, refuse, or restrict any User Submission at any time, in our sole discretion, for any or no reason, with or without notice, and without liability.

6. Prohibited Conduct

You agree not to:

  • Use the Services for any unlawful, fraudulent, or unauthorized purpose
  • Attempt unauthorized access to any portion of the Services or related systems or networks
  • Interfere with, disrupt, or overburden the Services or their infrastructure
  • Transmit any malicious code, virus, or other harmful component
  • Collect or harvest personally identifiable information from the Services without permission
  • Use any automated means, including bots, scrapers, or crawlers, to access the Services without permission
  • Impersonate any person or entity or misrepresent your affiliation
  • Infringe, misappropriate, or violate any intellectual property, privacy, or other right of any person or entity
  • Circumvent, disable, or interfere with any security feature or access control
  • Reverse engineer, decompile, disassemble, scrape, frame, mirror, or attempt to derive the source code of any part of the Services, except as expressly permitted by law or by an applicable open-source license
  • Use the Services or any content to develop, train, or improve any competing product, model, or service, except to the extent expressly permitted by an applicable open-source license or by applicable law
  • Resell, rent, lease, or otherwise commercially exploit access to the Services
  • Use an artificial-intelligence feature to generate or facilitate unlawful, infringing, or abusive content, or to circumvent or attempt to circumvent a model's safety or usage controls (see Section 8.8)
  • Falsify, spoof, simulate, or otherwise misrepresent computing capability, availability, or completed work, or operate multiple identities or devices in order to obtain rewards to which you are not entitled (see Section 8.9)
  • Engage in any conduct that PUDDY Inc. deems harmful, abusive, or objectionable in its sole discretion

7. Third-Party Services, Links, and Advertising

The Services may interoperate with, link to, or incorporate content, services, networks, and providers operated by third parties, described only by general category, including without limitation third-party advertising networks, analytics providers, mapping and geocoding providers, third-party messaging and distribution platforms, blockchain networks, content delivery networks, hosting and infrastructure providers, and payment processors. Each such third party operates under its own terms and privacy policy, for which PUDDY Inc. is not responsible. PUDDY Inc. does not control and is not responsible for, and disclaims all liability arising from, any third-party service, content, network, or provider.

Advertising. The Services MAY display advertising served by third-party advertising networks. PUDDY Inc. has not committed to any particular advertising program or provider and reserves the right, in its sole discretion, to add, change, or remove advertising and advertising providers at any time, with or without notice. PUDDY Inc. is not responsible for the content of any third-party advertisement. You agree not to interact with any advertisement fraudulently or to encourage others to do so. Our use of advertising, analytics, and similar third-party technologies, and any rights you may have to opt out of the sale or sharing of personal information under applicable law, are described in our Privacy Policy.

8. Applications, Tools, Artificial Intelligence, and Digital Assets

This Section applies to any current or future application, game, tool, publication, website, or feature made available through or in connection with the Services, whether now existing or hereafter developed, including without limitation locally executing applications, on-chain or blockchain-related features, virtual items, and tokenized features.

8.1 Locally Executing Applications; User Content. Certain applications made available through the Services execute entirely locally within your browser or device environment, including without limitation on-device astronomy and computation tools, on-device file compression tools, on-device blockchain analysis tools, and any current or future locally executing application. As between you and PUDDY Inc., you retain all rights in the files, data, inputs, outputs, and other content you process with such applications ("Local User Content"). PUDDY INC. DOES NOT RECEIVE, STORE, OR MAINTAIN LOCAL USER CONTENT; HAS NO OBLIGATION TO STORE, MAINTAIN, BACK UP, OR PROVIDE YOU WITH A COPY OF ANY LOCAL USER CONTENT OR ANY OUTPUT; AND SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, CORRUPTION, ALTERATION, OR FAILURE TO PRODUCE ANY LOCAL USER CONTENT OR OUTPUT. You are solely responsible for maintaining independent backups of your Local User Content, and your use of any application and reliance on any output is at your sole risk.

8.2 Informational Content; No Reliance. ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES - INCLUDING WITHOUT LIMITATION ASTRONOMICAL, CALENDAR, AND COMPUTATIONAL OUTPUTS, BLOCKCHAIN ANALYSIS OUTPUTS, EDITORIAL AND RESEARCH CONTENT, AND PLACE-SEARCH RESULTS - IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, DOES NOT CONSTITUTE PROFESSIONAL, FINANCIAL, INVESTMENT, MEDICAL, LEGAL, NAVIGATIONAL, OR OTHER ADVICE, AND MAY NOT BE RELIED UPON AS SUCH. PUDDY INC. MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR FITNESS FOR ANY PURPOSE OF ANY SUCH CONTENT. LOCATION, GEOLOCATION, AND DEVICE-SENSOR OUTPUTS MAY BE INACCURATE OR UNAVAILABLE AND MUST NOT BE RELIED UPON FOR NAVIGATION, EMERGENCY, SAFETY-OF-LIFE, OR ANY PURPOSE WHERE INACCURACY COULD LEAD TO INJURY, LOSS, OR DAMAGE. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON ANY SUCH CONTENT. ANY ASTROLOGICAL CONTENT IS PROVIDED FOR ENTERTAINMENT PURPOSES ONLY. Certain features transmit only your typed query to third-party mapping and geocoding providers (by category) that operate under their own terms; PUDDY Inc. does not control and is not responsible for those providers or the accuracy of their results.

8.3 Beta and Demonstration Features. You acknowledge and agree that any feature or application designated "BETA," "DEMO," "PREVIEW," or by any similar designation (i) is provided for evaluation purposes, may be incomplete, may contain errors, may be materially modified, suspended, or discontinued at any time, with or without notice, in PUDDY Inc.'s sole discretion, and may never be made generally available; (ii) is provided "AS IS" and "AS AVAILABLE," with all faults and without warranty of any kind; and (iii) is used at your sole risk. PUDDY Inc. has no obligation to provide maintenance, support, updates, or error corrections for any such feature or application.

8.4 Assumption of Risk. Your use of the Services, including any application, game, blockchain feature, or device-sensor feature, is voluntary and at your SOLE RISK. You knowingly and expressly assume all risk of loss arising from such use, including without limitation data loss, reliance on any output, reliance on any location, geolocation, or device-sensor output, and digital-asset loss.

8.5 Blockchain and Digital Assets. Certain games or features MAY be published to, inscribed on, or otherwise interact with public blockchain networks, including without limitation games or builds that MAY be inscribed on or published to public blockchain networks via inscription or similar protocols and that MAY be distributed as applications or mini applications through third-party messaging and distribution platforms. By interacting with any blockchain-related feature, you acknowledge and agree that blockchain transactions are irreversible; that digital assets carry inherent risk; that PUDDY Inc. is not responsible for, and shall have no liability arising from, any blockchain interaction, network failure, congestion, or loss of digital assets; and that you are solely responsible for securing your digital wallets and private keys. Any on-chain, token, or digital-asset feature is NOT offered at this time and MAY be offered in the future solely at PUDDY Inc.'s discretion, with no commitment; when and if offered, any such feature will be provided "AS IS" and subject to these Terms and any then-posted supplemental terms, and nothing in these Terms constitutes an offer or solicitation of any security, investment, or financial product.

8.6 Virtual Items. Any virtual currency, points, coins, scores, rankings, or in-game items have NO monetary value; are not money or a financial instrument; are not redeemable or exchangeable for cash, goods, services, or any digital asset; are non-transferable and non-sublicensable except as expressly enabled within the applicable game; are non-refundable; confer no ownership or property right or expectation of value; and may be modified, devalued, reset, or eliminated at any time, in PUDDY Inc.'s sole discretion, without notice or liability. Game state may be lost, reset, fail to synchronize, or be adjusted to preserve competitive integrity, and PUDDY Inc. shall have no liability for any such loss or change. Any rewarded-advertising feature that MAY be offered is voluntary, is not required in order to play, and, if offered, would be served by third-party advertising networks under their own terms; PUDDY Inc. has not committed to any such feature or provider, may add, change, or remove it at any time, and does not guarantee the availability of any advertisement or reward. You agree not to cheat, automate, exploit, reverse engineer, or otherwise manipulate scores, coins, leaderboards, the reward system, or game state, and PUDDY Inc. may remove results or restrict access for any such conduct. The games are not gambling products and involve no wager or prize of monetary value.

8.7 Third-Party and Open-Source Components. The Services and applications may incorporate third-party and open-source software components, including components licensed under copyleft licenses such as the GNU Affero General Public License version 3.0 (AGPL-3.0) and the GNU General Public License version 3.0 (GPL-3.0), which are governed exclusively by their own license terms. No such license modifies these Terms as between you and PUDDY Inc., and to the extent of any conflict between these Terms and such a license as applied to the corresponding component, that license governs. Where required by an applicable open-source license, the corresponding source code for the versions we convey and required notices are made available at starmap.puddystudios.com/source.html. As required by the Swiss Ephemeris license, the names "Astrodienst," "Dieter Koch," and "Alois Treindl" may not be used to endorse or promote PUDDY Inc.'s products, and may not be so used by you.

8.8 Artificial Intelligence Features. Certain features provide access to artificial-intelligence models, including third-party models made available through the Services, and to workspaces in which you may compose, store, and organize your own material (collectively, "AI Features"). As between you and PUDDY Inc., you retain all rights you hold in the prompts, messages, files, notes, and other material you submit to an AI Feature ("AI Input"). AI OUTPUT IS GENERATED BY STATISTICAL MODELS AND MAY BE INACCURATE, INCOMPLETE, OUTDATED, BIASED, OFFENSIVE, OR OTHERWISE UNSUITABLE, MAY DESCRIBE FACTS, SOURCES, OR EVENTS THAT DO NOT EXIST, AND MUST NOT BE RELIED UPON AS PROFESSIONAL, FINANCIAL, INVESTMENT, MEDICAL, LEGAL, OR OTHER ADVICE. Section 8.2 applies to AI Output in full. You are solely responsible for reviewing and verifying any AI Output, for deciding whether to use it, and for every consequence of that use.

Output that is identical or substantially similar to yours may be generated for other users, and PUDDY Inc. makes NO representation or warranty that any AI Output is original, that it is or is not protectable by intellectual-property law, or that your use of it will not infringe the rights of any person. You are responsible for confirming that your use of any AI Output complies with applicable law and third-party rights.

AI Input is transmitted to third-party model providers that operate under their own terms and acceptable-use policies. You agree to comply with those policies and acknowledge that a provider may refuse, restrict, suspend, or terminate processing at any time. You agree not to use an AI Feature to generate or facilitate unlawful content, content that sexually exploits or endangers a minor, targeted harassment, malicious code, fraud, or material that infringes the rights of others; to circumvent or attempt to circumvent a model's safety or usage controls; to submit another person's personal information without a lawful basis for doing so; or to use AI Output to develop, train, or improve a competing model or service except as permitted under Section 6. PUDDY Inc. may throttle, suspend, or terminate access to any AI Feature at any time as provided in Sections 3 and 15.

8.9 Compute Contribution and Network Participation. Certain features allow you to contribute idle computing capacity from a device you control so that the device may process computational workloads on behalf of a distributed network ("Compute Contribution"). Compute Contribution is VOLUNTARY, requires your affirmative election, and may be paused or stopped by you at any time.

By enabling Compute Contribution you represent that you own the device or are otherwise authorized to use it for this purpose, and that doing so does not violate any agreement or policy applicable to you, including without limitation any employer, educational-institution, landlord, internet-service, data-plan, hosting, or hardware-warranty agreement. YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND CONSEQUENCES OF COMPUTE CONTRIBUTION, INCLUDING WITHOUT LIMITATION ELECTRICITY, BANDWIDTH AND DATA CHARGES, HEAT, NOISE, REDUCED DEVICE PERFORMANCE, BATTERY AND COMPONENT WEAR, AND ANY RESULTING DAMAGE, AND PUDDY INC. SHALL HAVE NO LIABILITY FOR ANY OF THE FOREGOING. You are solely responsible for determining whether Compute Contribution is appropriate for your device and your circumstances.

Workloads dispatched to your device are executed in an isolated execution environment. You agree not to inspect, extract, copy, retain, alter, or interfere with the content of any workload; not to falsify, spoof, simulate, or otherwise misrepresent capability, availability, or completed work; not to operate multiple identities or devices in order to obtain rewards to which you are not entitled; and not to interfere with measurement, verification, routing, or any anti-abuse mechanism. PUDDY Inc. may withhold or reverse any reward, restrict participation, and terminate access for any such conduct.

NO REWARD IS GUARANTEED. Any reward, rate, allocation, or issuance associated with Compute Contribution is determined by the rules of the network as they exist from time to time, MAY CHANGE AT ANY TIME, MAY BE ZERO, and is subject in all respects to Section 8.5, including that no on-chain, token, or digital-asset feature is offered at this time and that nothing in these Terms constitutes an offer or solicitation of any security, investment, or financial product. Rewards are not wages, salary, or other compensation for employment, and nothing in these Terms creates an employment, partnership, joint-venture, or agency relationship between you and PUDDY Inc. YOU ARE SOLELY RESPONSIBLE FOR ANY TAX ARISING FROM YOUR PARTICIPATION and for determining the treatment of any reward under the laws that apply to you; PUDDY Inc. does not provide tax, legal, or investment advice. Network availability, workload volume, and reward mechanics may be modified, suspended, or discontinued at any time as provided in Sections 3 and 8.3.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, PUDDY INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PUDDY INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PUDDY INC. AND THE FOREGOING PARTIES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE TOTAL AMOUNT YOU PAID TO PUDDY INC. IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION ARE INDEPENDENT OF ONE ANOTHER AND APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR WILLFUL OR INTENTIONAL MISCONDUCT.

11. Indemnification

You agree to indemnify, defend, and hold harmless PUDDY Inc. and its officers, directors, employees, agents, affiliates, licensors, and suppliers from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to your misuse of the Services, your User Submissions, your violation of these Terms or any applicable law, or your infringement or violation of any third-party right, except to the extent such claims arise from PUDDY Inc.'s own gross negligence or willful misconduct. PUDDY Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You may not settle any such matter without our prior written consent.

12. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND PUDDY INC. TO RESOLVE DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU MAY OPT OUT AS DESCRIBED BELOW.

12.1 Informal Resolution First

Before commencing any arbitration or court proceeding, you and PUDDY Inc. agree to first attempt to resolve the dispute informally. You must send a written Notice of Dispute to legal@puddystudios.com and to PUDDY Inc. at 1301 N Broadway STE 74001, Los Angeles, CA 90012 (Attn: Legal), describing the nature of the claim and the relief sought. The parties agree to negotiate in good faith for at least 60 days from receipt of the Notice before initiating arbitration, and the applicable limitations period is tolled during this period. Either party may seek to stay, but not dismiss, a proceeding commenced before this process concludes.

12.2 Agreement to Arbitrate

You and PUDDY Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Service (including without limitation tort, statutory, contract, and equitable claims, and questions concerning the existence, scope, validity, enforceability, or interpretation of this arbitration agreement) will be resolved by FINAL AND BINDING INDIVIDUAL ARBITRATION, and NOT in court, except as expressly provided in the carve-outs below. This transaction involves interstate commerce, and the Federal Arbitration Act (FAA) governs the interpretation and enforcement of this Section. The arbitrator, and not any court, shall have exclusive authority to resolve all threshold questions of arbitrability, EXCEPT that a court, and not the arbitrator, shall decide the enforceability of the Class-Action Waiver below.

12.3 Class-Action Waiver

YOU AND PUDDY INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM. NOTHING IN THIS SECTION WAIVES ANY RIGHT TO SEEK PUBLIC INJUNCTIVE RELIEF THAT CANNOT BE WAIVED UNDER APPLICABLE LAW.

To the extent a claim for public injunctive relief is found non-waivable and non-arbitrable, that claim alone shall be severed and stayed pending arbitration of all other claims, and shall proceed in the state or federal courts located in Los Angeles County, California; all remaining claims shall be resolved in arbitration first.

12.4 Jury-Trial Waiver

TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND PUDDY INC. EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

12.5 30-Day Right to Opt Out

You may opt out of this arbitration agreement and the Class-Action Waiver by sending written notice to legal@puddystudios.com within 30 days after you first accept these Terms or first use the Services, whichever is earlier. Your notice must include your name, the email address or other identifier you used in connection with the Services, and a clear statement that you wish to opt out of arbitration. A timely opt-out affects only Sections 12.2 through 12.5; the remainder of these Terms, including the governing law and venue provisions, continue to apply. Opting out does not affect any prior agreement to arbitrate you may have with us.

12.6 Arbitration Provider; Fallback Appointment

The arbitration will be administered by a nationally recognized, neutral arbitration provider selected by PUDDY Inc. under that provider's consumer arbitration rules then in effect, or as the parties otherwise agree, before a single neutral arbitrator. If the parties cannot agree on a provider and the provider selected by PUDDY Inc. is unavailable or declines to administer the arbitration, a court of competent jurisdiction in Los Angeles County, California shall, on the petition of either party under the Federal Arbitration Act, appoint the arbitration provider or arbitrator, and the arbitration shall otherwise proceed under this Section. The seat and location of the arbitration shall be in or for Los Angeles County, California; however, telephonic, video, and document-only proceedings shall be available, and you may elect such a proceeding for any claim.

12.7 Mass and Coordinated Arbitrations

If 25 or more arbitration demands of a similar nature are filed against PUDDY Inc. by or with the assistance or coordination of the same or coordinated counsel or organizations, the parties agree that the demands shall be administered in staged batches to promote efficiency and reduce fees. The parties will select an equal, limited number of bellwether cases from each batch to proceed first; the administrator and the parties will pay arbitration fees only for the bellwether cases then proceeding, and the filing, fee-payment, and statute-of-limitations period for all non-bellwether demands shall be tolled while the bellwether cases proceed. After the bellwether cases conclude, the parties will engage in a good-faith global resolution process, and any unresolved demands shall proceed in further staged batches under the same procedure. The Class-Action Waiver in Section 12.3 remains in effect throughout, and a court, not the arbitrator, shall enforce this provision.

12.8 Arbitration Procedure and Fees

The arbitrator may award any individual relief that a court could award, subject to the limitations in these Terms. The award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction in Los Angeles County, California. Arbitration fees and costs shall be allocated under the applicable arbitration rules and applicable law, and PUDDY Inc. will pay or advance such fees to the extent required by those rules or by applicable law for this Section to be enforceable. Nothing in this Section strips you of any statutory right to recover attorneys' fees or costs.

12.9 Carve-Outs

Either party may bring an individual claim in small-claims court if the claim qualifies and remains in that court. In addition, either party may seek injunctive or other equitable relief in the state or federal courts located in Los Angeles County, California to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property or other proprietary rights, without waiving the agreement to arbitrate all other claims.

12.10 Severability and Survival

If the Class-Action Waiver is found unenforceable as to any particular claim or request for relief, then that claim or request (and only that claim or request) shall be severed and proceed in the state or federal courts located in Los Angeles County, California, while all other claims shall remain in arbitration. If any other portion of this Section is found unenforceable, it shall be severed and the remainder of this Section shall remain in full force and effect. This arbitration agreement survives termination of these Terms and of your relationship with PUDDY Inc. Any amendment to this Section does not apply to a dispute for which a Notice of Dispute was submitted before the amendment took effect.

13. Shortened Limitations Period

To the maximum extent permitted by applicable law, any claim arising out of or relating to the Services or these Terms must be commenced within ONE (1) YEAR after the claim accrues, or it is permanently barred. Some claims and some jurisdictions do not permit such shortening, in which case this provision applies to the maximum extent permitted.

14. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the Dispute Resolution Section above. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, consent to personal jurisdiction in those courts, and waive any objection based on inconvenient forum.

15. Termination and Suspension

PUDDY Inc. may suspend, restrict, or terminate your access to the Services or any Service, in whole or in part, at any time, for any or no reason, with or without notice, in its sole discretion, and without liability to you or any third party. You may stop using the Services at any time. Upon termination, all licenses granted to you cease, and any provision that by its nature should survive termination shall survive as described in the Survival provision of the General Provisions Section below.

16. Changes to These Terms

We reserve the right to modify these Terms at any time, in our sole discretion. Updated Terms will be posted with a new "Last Updated" date, and material changes are effective upon posting or as otherwise stated. Your continued use of the Services after the effective date constitutes acceptance of the revised Terms. As stated in the Dispute Resolution Section above, changes to the arbitration agreement do not apply retroactively to a dispute for which a Notice of Dispute was already submitted.

17. Force Majeure

PUDDY Inc. shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics or pandemics, power, utility, or telecommunications failures, internet or hosting and infrastructure provider outages, blockchain network failures or congestion, cyberattacks, and the failure of any third-party service, provider, or platform.

18. Export Control and Sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to a comprehensive embargo or sanctions, that you are not identified on any restricted-party, denied-party, or sanctions list, and that you will comply with all applicable export-control and sanctions laws and regulations. PUDDY Inc. may restrict or deny access to the Services to comply with such laws.

19. Intellectual-Property Infringement Notices

PUDDY Inc. respects the intellectual-property rights of others and expects users to do the same. If you believe that content available on or through the Services infringes a copyright or other intellectual-property right you own or control, you may send a written notice to our designated agent at legal@puddystudios.com that includes: (i) a physical or electronic signature of the rights owner or authorized representative; (ii) identification of the work claimed to be infringed; (iii) identification of the allegedly infringing material and information reasonably sufficient to locate it; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is not authorized; and (vi) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the rights owner.

You may submit a counter-notice if you believe material was removed in error, including the elements required by applicable law. PUDDY Inc. reserves the right, in its sole discretion, to remove or disable access to allegedly infringing material and to terminate the access of repeat infringers.

20. Electronic Communications and E-SIGN Consent

You consent to receive communications, agreements, notices, and disclosures from us electronically, by email or by posting on the Services, and you agree that such electronic communications satisfy any legal requirement that they be in writing. You agree that your electronic acceptance or use of the Services constitutes a legally binding signature under the federal E-SIGN Act and the California Uniform Electronic Transactions Act. You may withdraw your consent to receive communications electronically, or request a paper copy, by contacting legal@puddystudios.com, though doing so may limit or prevent your ability to use certain Services. Withdrawal of consent applies prospectively only and does not affect the validity or enforceability of any agreement, signature, notice, or transaction made before withdrawal, including your agreement to these Terms and the arbitration agreement.

21. General Provisions

Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in full force and effect, subject to the separate Class-Action Waiver rule in the Dispute Resolution Section above.

Entire Agreement. These Terms, together with the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and PUDDY Inc. regarding the Services and supersede all prior or contemporaneous understandings on the subject.

No Waiver. No failure or delay by PUDDY Inc. in exercising any right is a waiver of that or any other right, and no single or partial exercise precludes any further exercise. No waiver is effective unless made in a writing signed by PUDDY Inc.

Assignment. PUDDY Inc. may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law, without notice or consent. You may not assign or transfer your rights or obligations under these Terms without our prior written consent, and any attempted assignment in violation of this provision is void. These Terms bind permitted successors and assigns.

Survival. The provisions that by their nature should survive termination - Including the intellectual-property provisions, disclaimers, limitation of liability, indemnification, arbitration and Class-Action Waiver, governing law and venue, shortened limitations period, and these general provisions - survive any termination or expiration of these Terms.

No Third-Party Beneficiaries. These Terms create no rights in any third party, except that PUDDY Inc.'s officers, directors, employees, agents, affiliates, licensors, and suppliers are intended third-party beneficiaries of the disclaimer, limitation-of-liability, indemnification, and arbitration provisions.

Headings and Interpretation. Section headings are for convenience only and do not affect interpretation. As used in these Terms, "including" means "including without limitation," and no rule of construction against the drafter applies.

22. Contact

PUDDY Inc.

1301 N Broadway STE 74001

Los Angeles, CA 90012

legal@puddystudios.com