Bullpen Terms of Service

Last Revised:  April 19, 2024

Bullpen Labs

Bullpen Labs, Inc. (“Bullpen”, the “Company”, “we”, “us” or “our”) is a software development company, focused on utilizing decentralized technologies such as the Solana blockchain.  Bullpen hosts a top-level domain website, https://bullpen.fi/, that provides information regarding Bullpen and its service offerings, as well as sub-domains for Bullpen's product offerings (collectively, the “Site”), which may include text, images, audio, code, and other materials and third-party information.

These Terms of Use (these “Terms” or this “Agreement”) (i) contain the terms and conditions that govern your access to and use of the Site and Functionality (defined below) and (ii) constitute a legally binding agreement between us and you and/or the entity you represent (“You”, “Your” or “User”, and each of you and us, a “Party”).

Agreement to Terms; Privacy Policy

Please read these Terms carefully before using the Site or Functionality.  Using the Site or Functionality is conditioned upon these Terms.  By using or accessing the Site, Functionality and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available, you (i) accept and agree to these Terms and (ii) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at https://bullpen.fi/privacy (the “Privacy Policy”). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the “Terms of Use”, the “Terms” or this “Agreement”, include a reference to the Privacy Policy.

Bullpen Bot and Service

Bullpen makes available to Users certain software, including but not limited to Bullpen’s Telegram-integrated application, the Bullpen Bot (the “Bot”, together with any other software, the “App”, or “Service”).   Among other things, the App enables User to (i) more seamlessly establish an account with Turnkey via the use of Turnkey’s API (see more on Third-Party Applications below), which facilitates User’s management of tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, “Digital Assets”); (ii) pull data from and link to other decentralized applications, including, without limitation, decentralized exchanges (collectively “Dapp(s)”); (iii) from the App user interface, initiate a user-requested swap of Digital Assets on a peer-to-peer basis using the built-in technologies of third-party Dapps (“Swap Function”); (iv) view addresses and information that are part of digital asset networks and broadcast transactions through the use of other Dapps or centralized data sources; and (v) additional services or functionality as may be added to the App or other Apps from time to time (collectively, the “Functionality”).

Bullpen Brief

Bullpen also publishes a newsletter about recent events in the Digital Asset space, available at t.me/BullpenBrief.  This brief is not an endorsement of any particular Digital Asset or a recommendation to take any investment position with respect to any particular Digital Asset.  By accessing the Telegram channel where the Bullpen Brief is published, you acknowledge and agree that any Digital Asset mentioned in the Bullpen Brief is not an endorsement, solicitation, approval of, or any other form of approval of such Digital Asset or an investment with respect to such Digital Asset by Bullpen or anyone else.  The Bullpen Brief is intended to be a summarization of recent occurrences for convenience purposes that its readers may find interesting with links to the sourced articles, websites, postings, or information.  You acknowledge and agree that any information provided is separate from and unrelated to any of the Services or Functionality and provided for its readers’ convenience only.  Any information in the Bullpen Brief is provided as-is, with no warranties or guarantees of the information’s accuracy or validity.  To the maximum extent permitted by law, you agree to waive any claim arising from or related to the Bullpen Brief, including its contents.  You acknowledge that you must do your own research and make your own conclusions about the contents of the Bullpen Brief.  Its authors are not investment advisors.  There is no fiduciary relationship and nothing contained in the Bullpen Brief or any related posting by any associates, employees, founders, investors, officers, or otherwise of Bullpen shall ever be considered investment advice.

ARBITRATION NOTICE

THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING “MANDATORY ARBITRATION”.  IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND BULLPEN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

Private Beta Program Notice

The Bullpen Service is currently in Beta testing. Your participation in the Private Beta Program, which remains at the discretion of Bullpen, is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Service for lawful purposes.

You understand and acknowledge that the Service, its features and Functionality, and any data transmitted through the Service are all being provided as a limited beta program to test out early features of the Service, and underlying code base (“Beta Program”) and are made available on an “AS-IS” and “AS-AVAILABLE” basis for the purpose of testing the Service and providing Bullpen with feedback regarding its quality and usability.

As part of the Beta Program, from time to time, Bullpen may include new and/or updated pre-release features and trial Services for your use and which permit you to provide feedback. You understand Bullpen is not obligated to provide you with any Beta Program features. Furthermore, if you decide to use the Beta Program features, you agree to abide by any rules or restrictions Bullpen may place on them.  By using the Beta Program, you agree to be bound by these terms in equal force as though it were a fully released product Service.

We may discontinue or change any Service or feature of this Beta Program at any time without notice. You understand that once you access or use the Beta Program features, you may be unable to revert to the earlier version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Program feature back to the earlier version. The Beta Program features may contain errors or inaccuracies that could cause failures, disruption, downtime, corruption, errors or inaccuracies, mistakes or failures in transactions conducted with third parties or on third-party services, or loss of data, Digital Assets, and/or information from any connected device. You acknowledge and agree that all use of the Beta Program features is at your sole risk, and in using the Services these Terms are binding upon you.

Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to the Site and the Functionality (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.

Changes to Terms or Services; Third-Party Services

We may modify the Terms at any time at our sole discretion and without notice. If we do so, we will take efforts to notify you either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. It is important that you review the Terms whenever we modify them, because, if you continue to use the Site or Functionality after we have modified the Terms, you are agreeing to be legally bound, and to abide, by the modified Terms.

If you do not agree to be bound by the modified Terms, then you may not use the Site or the Functionality. Because the Functionality is evolving over time, we may change or discontinue all or any part of the Site and Functionality (or any part of either or both) at any time and without notice, in our sole and absolute discretion. If you do not agree to be bound by the modified Terms, then you must not use the Site or Functionality.

When you use our Site and/or Functionality, you may also be using the functionality of one or more third parties. For example, the Swap Function relies on, among other software, (i) decentralized exchange technologies operated by smart contracts and/or third persons, and (ii) establishing a sub-account on Turnkey. Your use of those and other third-party software ( “Third-Party Functionality”) will be subject to the privacy policies, terms of use and similar policies and terms, and fees of those third parties.  To the extent that third parties’ terms conflict with these Terms, these Terms shall control to the maximum extent permitted by law.

Who May Use the Services

You may use the Site and Functionality if you are of the age of majority in your jurisdiction of residence (if this is higher) and are not barred from using the Site and Functionality under applicable law. By using the Site and/or Functionality and agreeing to these Terms, you represent and warrant that:

• You are of lawful age, and are lawfully able, to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.

• Neither you nor any person that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the BVI government, the United Kingdom government, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

Registration and Your Information; Suspension/Termination of Functionality; Security

To use the Site and/or avail of the Functionality, you may be asked to have or to create an account with us or a third party (“Account”). To the extent you create an Account, you agree that you will not disclose your Account credentials to or allow your Account to be used by anyone and will notify us immediately of any unauthorized use of your Account.  You are responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you know about them, and you are solely responsible for your conduct, and the tasks and activities you undertake, on or utilizing the Site or Functionality. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms (as each may be modified from time to time). Your access to and use of the Site or Functionality may be suspended at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination. You acknowledge and understand that, in certain circumstances, such as if you lose or forget your Account credentials that may be necessary to access your Digital Assets, you may need to use a recovery phrase or other backup method to access your Digital Assets (the “Recovery Mechanism”). You are solely responsible for understanding and establishing any Recovery Mechanism.  In the event that a Recovery Mechanism is generated and available to you, you are solely responsible for the retention and security of your Recovery Mechanism. Your Recovery Mechanism may be the only way to restore access to the Digital Assets if you lose access to your Account. Anyone who knows your recovery phrase or otherwise has access to your Recovery Mechanism can access, transfer or spend your Digital Assets. If you lose your Recovery Phrase or Recovery Mechanism, you may not be able to access, transfer or spend your Digital Assets and they will be lost forever.  Bullpen does not store copies of seed phrases and does not custody your tokens, so Bullpen cannot assist you in recovering your Digital Assets if your security method is compromised.

Bullpen may use a recovery methodology using Turnkey’s security framework that involves the generation of passkeys and a recovery system via email and/or Passkeys.  You can learn more about Turnkey’s security recovery framework including its recovery methods here.  In using Bullpen’s services, as detailed below, you are acknowledging and accepting the terms of service of any Third-Party Apps.

You acknowledge and agree that Bullpen does not store and is not responsible in any way for the security of your recovery phrase or other third party security framework, and you agree to hold Bullpen, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your recovery phrase and cannot access, transfer or spend your cryptocurrency, or if your recovery phrase is accessed by another person who transfers or otherwise misuses your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your recovery phrase or other necessary credentials to access your Digital Assets.

Content Ownership, Responsibility and Removal

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site or Functionality; and (ii) “User Content” means any Content that users or Account holders (including you) upload, submit, store, send, post or otherwise make available on the App, through our Site, or on Telegram channels within which the Functionality may be integrated or otherwise available. Content includes without limitation User Content.

We do not claim any ownership rights or control over any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.  Unless explicitly stated to the contrary in writing, Bullpen never endorses, promotes, reviews, vets, authorizes, assesses, or solicits any User Content.  User Content authored by Users may be protected by Constitutional provisions or other laws.  User Content shall never be deemed to be a solicitation of any kind.

Subject to the foregoing limitation around User Content, Bullpen and its licensors exclusively own all right, title and interest in and to the Site, the Functionality and Content, including all associated intellectual property rights. You acknowledge that the Site, Functionality and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Functionality or Content.

User Content is not authored, moderated, or reviewed by Bullpen.  Any aggregated or summarized User Content, performed by AI tools or other software generated by Bullpen, shall remain User Content, and shall not change its status as such.  Neither Bullpen nor its representatives endorse or hold views about any particular Digital Asset.  You acknowledge that Bullpen does not control or moderate User Content and any views generated therein are solely the views of the author.  To the extent that Bullpen aggregates, summarizes, or synthesizes and comments, such aggregation is a summarization provided for the convenience of Users and does not indicate a view of Bullpen or any of its employees or affiliates.  

Rights in User Content Granted by You

You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person.

You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Functionality. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Rights in App, Site and Functionality Granted by Bullpen

The App, Site and Functionality (or access thereto) are proprietary to Bullpen and its licensors and must not be used other than strictly in accordance with these Terms. Bullpen grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the App and Site for the purposes of accessing and using the Functionality strictly in accordance with these Terms.  Use of the Functionality is limited to your use only.  You are prohibited from developing an application for commercial purposes leveraging the Functionality without express written consent by Bullpen.

You agree not to use the Site or Functionality in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Functionality (except to the extent Content included in the Functionality is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the App or Site or apply any other process or procedure to derive the source code of any software included in the App or Site , (iii) access or use the Functionality in a way intended to avoid incurring fees or exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data, or (v) resell or sublicense the Functionality, or use the Functionality to provide software as a service or any cloud-based, time sharing, service bureau or other services. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you. For the purposes of these terms, “Our Marks” means any trademarks, service marks, service or trade names, logos, trade dress and other designations of source, origin, sponsorship, certification or endorsement of Bullpen Labs, Inc. or its affiliates or their respective licensors.

Fees

You may be charged fees for access to some or part of the Functionality you use, including fees charged on token swaps that you execute on third-party exchanges by accessing such exchanges via the Swap Function. Those fees may change at any time without notice. The estimated amount of fees applicable to the Functionality will be made visible to you at the time that you access the Functionality. Rates that appear in the Bullpen application are calculated with fees applied.

You may incur charges from third parties for use of Third-Party functionality. For example, you may be charged fees via the Dapps (including, without limitation, decentralized exchanges) that you may access via the App, including via the Swap Function. Under no circumstances shall Bullpen incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third Parties or for Third-Party Functionality linked to or accessed through the Site or the Functionality.

Although the Functionality endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to use the Functionality and interact with the Solana blockchain or any other network with which the Functionality are compatible. You acknowledge that such estimates are not guaranteed to be accurate and may sometimes be inaccurate.

In connection with the Swap Function, you understand and agree that swap rates and prices are estimates only, and that they may change at any time. Accordingly, the prices or swap rates provided via the Functionality, including on the Swap Function interface, are estimates only and may be inaccurate. Bullpen may not be held liable for, and you hereby forever release Bullpen from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of any of the Functionality.

NO INVESTMENT ADVICE

WE MAY PROVIDE INFORMATION ABOUT DIGITAL ASSETS RELATED TO OUR SERVICES SOURCED FROM THIRD-PARTY DATA PARTNERS THROUGH FEATURES SUCH AS RARITY SCORES, TOKEN EXPLORER OR TOKEN LISTS, AGGREGATE SENTIMENT INFORMATION SOURCES, OR OTHER PLACES WHERE THE SERVICES ARE ACTIVE.  WE MAY ALSO PROVIDE WARNING LABELS OR PROHIBIT THE SERVICES FROM INTERACTING WITH CERTAIN DIGITAL ASSETS.  THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE USER-INITIATED SWAPS IN THOSE TOKENS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY SWAP OR PERFORM ANY OTHER FUNCTION AVAILABLE BY THE FUCTIONALITY AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED BY ANY OF OUR PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR TOKEN IS A SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED IN ANY OF OUR PRODUCTS. BY PROVIDING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.  ANY AGGREGATE OR SENTIMENT INFORMATION THAT IS PROVIDED BY ANY OF THE SERVICES ARE THE SOLE VIEWS OF THE ORIGINAL AUTHORS OF SUCH CONTENT AND IS IN NO CIRCUMSTANCE DEEMED TO BE A VIEW OF BULLPEN OR ANY OF ITS AUTHORS, BOARD, EMPLOYEES, OFFICERS, ADVISORS, OR OTHER RELATED PERSONNEL.  BULLPEN OFFERS NO VIEWS OR ADVICE FOR ANY PARTICULAR TOKEN, TRADING STRATEGY, PROTOCOL, OR SYSTEM.  

Acceptable Use and Enforcement Rights

As a condition to using the Site and/or Functionality, you agree not to use the Site or Functionality in ways that:

• Violate, misappropriate, or infringe the rights of Bullpen, its licensors, our users, or others, including privacy, publicity, intellectual property, or other rights;

• Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;

• Involve falsehoods, misrepresentations, or misleading statements, including impersonating someone;

• Involve sending illegal or impermissible communications such as bulk messaging, auto- messaging, auto-dialing, and the like;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Functionality or Content;

• Disguise your location through IP proxying or other methods;

• Interfere with, or attempt to interfere with, the access to the Functionality of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Functionality;

• Circumvent any content-filtering techniques, security measures or access controls that Bullpen employs on the Site or the Functionality in any manner;

• Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Functionality, or that could damage, disable, overburden, or impair the functioning of the Site or Functionality;

• Violate any applicable law or regulation, including, without limitation any applicable anti- money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs, including, without limitation, the U.S. Bank Secrecy Act and those enforced by the U.S. Department of Treasury’s Office of Foreign Assets Controls and any other Export Control Laws and those of the British Virgin Islands;

• Encourage or enable any other individual to do any of the foregoing.

By using the Site or Functionality, you further represent, warrant and covenant that:

• Any Digital Assets you transfer using the Site via the Functionality have been legally obtained by, and belong to, you;

• You will not provide any false, inaccurate or misleading information while using the Site or Functionality, or engage in any activity that operates to defraud the Company, other users of the Functionality, or any other person or entity;

• You will not use the Functionality to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

• Any Digital Assets you use in connection with the Functionality are either owned by you or you are validly authorized to carry out actions using such assets; and

• You will pay all fees necessary for interacting with the Solana blockchain, or any other network with which the Functionality are compatible, including “gas” costs, as well as all fees charged by us for your use of the Site and Functionality.

Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Site and Functionality, along with Telegram channels where the Functionality may be available, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). Without limiting the foregoing, you may not use the Site or access the Services or use the Functionality if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury’s financial or other sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial or other sanctions regime; or (ii) you intend to supply any Functionality to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial or other sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial or other sanctions regime.

Third Party Functionality

Bullpen makes use of Third-Party Software to provide its Services.  Here is a list of Third Party software used by the Functionality:

• Turnkey https://docs.turnkey.com/
• Telegram https://telegram.org/tos
• Jupiter https://station.jup.ag/docs/legal/terms-of-use
• Others, as may be utilized from time to time

Software development can move quickly.  You acknowledge that this list of Third Party software providers is provided to you for your information and convenience only.  This list may not be fully up to date.  For an updated list of Third-Party software that is used by Bullpen in its Services and Functionality, you may reach out to support@bullpen.fi and we can provide any updates accordingly.

In using Bullpen’s Services, you hereby acknowledge and agree to be bound by any terms of service of any Third Party Software, and to the maximum extent available under relevant law, and notwithstanding anything to the contrary in any Terms of Service of any Third Party Software any failure of a third party application resulting in any liability shall be the sole responsibility and liability of that Third Party Software, and not of Bullpen.

The Site, Functionality and App may contain links to or otherwise utilize Third-Party Functionality (including, without limitation, Dapps), and may leverage or plug into such Third-Party Functionality to enable certain features, such as the Swap Function. When using a Dapp, the Swap Function or other Third-Party Functionality, you understand that you are at no time transferring your assets or private keys to us.  We provide the Site and access to the Swap Function of other Third-Party Functionality only as a convenience to you.  Should you choose to do so, you may access the software of these Third Parties independently.  We do not have control over any Third Party’s content or functionality, and do not warrant or endorse, and we are not responsible for, the availability or legitimacy of, the content, products, or functionality made accessible via by any function provided by the Third Parties (including any related website, resources or links displayed therein). There are many methods to perform the sorts of functions provided by the Services or Functionality, and Bullpen solely provides one method for its Users for convenience purposes.  As such, you acknowledge that convenience can come at the cost of optimal security measures.  

To maximize security, users can remove any access that may have been granted to Bullpen or the Functionality, or may remove users’ Digital Assets from the Services at any time and create a fully self-custodial arrangement.  You acknowledge that Bullpen makes no representation that the Services are more secure than top of the line security protocols such as cold-wallet custody or the utilization of a qualified custodian.  You may seek the advice of Digital Asset security professionals to learn more.  You acknowledge that the proper operation of Bullpen Services and Functionality relies upon the proper functioning of the Third-Party software upon which Bullpen relies. We do not and cannot make any warranties or representations, express or implied, about the Swap Function, Security system, the Solana blockchain or any other blockchain networks upon which Bullpen relies, or other software that is generated by Third Parties.  We make no representations, warranties, or assurances that the software of Third Parties, or any information contained or used by them, have any particular suitability, accuracy, or functionality.  You acknowledge your sole responsibility for and assume all risk arising from your use of the Functionality including any Third-Party website, application, or resource.  You are solely responsible for performing diligence on the Third-Party Functionality to ensure the risks associated fit your individual needs.

Third-Party Resources and Promotions

Our Service may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Warranty Disclaimers

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP, SITE AND FUNCTIONALITY ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BULLPEN SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BULLPEN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. BULLPEN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY OR FUNCTIONALITY OF THE SOLANA NETWORK, OR THAT SOLANA NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SOLANA NETWORK, OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS SECURELY BACK UP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS OR CONSIDER ALTERNATIVE WAYS TO ACCOMPLISH YOUR OBJECTIVES AROUND YOUR DIGITAL ASSETS.

THE SITE AND FUNCTIONLITY RELY ON EMERGING TECHNOLOGIES, SUCH AS THE SOLANA NETWORK AND THIRD PARTY DECENTALIZED EXCHANGES. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. BULLPEN SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF SOLANA OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE SOLANA NETWORK OR ANY OTHER NETWORK, AND BULLPEN MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Site and Functionality should not and may not be construed as legal, financial or professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Functionality, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, Discord or Telegram content, news feeds, tutorials, Tweets/X posts and/or videos. Before you make any financial, legal or other decisions involving the Site or Functionality or use thereof, you should seek independent professional advice from an individual who is licensed, credentialed, and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us or otherwise be a substitution for professional advice. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other governmental agency in any capacity.  We provide software services.  We do not custody Digital Assets or your seed phrase.  We do not match or settle trades.  You understand and acknowledge that we do not solicit trades or broker trading orders on your behalf.  We also do not facilitate the execution or settlement of your trades, which occur entirely on public distributed blockchains like Solana or Ethereum. As a result, we do not (and cannot) guarantee market best pricing or best execution through our Services or when using our Swap Function feature, which routes trades across liquidity pools as performed by decentralized exchanges by using APIS or other plugins provided and maintained by, Third Party.  Any information on a Bullpen app that displays an anticipated ‘price’ or ‘rate’ of a swap does not constitute a representation or warranty about pricing available through the Service.

Indemnity

You will indemnify, defend and hold harmless Bullpen and its affiliates and its and their respective officers, directors, employees, agents and representatives (the “Bullpen Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in any way connected with (i) your access to or use of the Site, Functionality or Content, (ii) your User Content, (iii) Third Party Functionality, or (iv) your violation of these Terms.

No Custody; No Ownership

As a producer of software services, Bullpen does not act as a custodian with respect to your Digital Assets.  Bullpen creates software solutions intended to make your own custody and Digital Asset objectives more convenient.  Without express cryptographic signatures from users authorizing the utilization of the Turnkey security framework and/or Recovery Method, Bullpen does not have the ability to access, move, or transfer Digital Assets on your behalf.  Title to and control over your Digital Assets, with the exception of any duly earned fees by Bullpen, shall at all times remain with you and shall not transfer to Bullpen.  As the owner of Digital Assets used in connection with the Services, you shall bear all risk of loss of such Digital Assets.  Bullpen shall have no liability for Digital Asset fluctuations.  None of the Digital Assets used in connection with the Services are the property of, or shall or may be loaned or transferred to, Bullpen.  Bullpen does not represent or treat Digital Assets associated with Private Keys generated through your use of the Services as belonging to Bullpen.  At all times, you have sole control over the authentication credentials required to utilize your or their Private Keys and only you have the ability to transfer the Digital Assets associated with those Private Keys.  For additional security, you may and are encouraged to relinquish any approval or other connection to Bullpen’s Functionality at any time, or transfer your digital assets to another custodian or Digital Asset management tool like a cold wallet.  Bullpen does not custody your Digital Assets – your Digital Assets may be recovered directly from Turnkey’s services without Bullpen’s involvement.

Limitation of Liability

BULLPEN SHALL NOT BE LIABLE UNDERANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL,INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTIONWITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP OR THESERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BULLPEN HAS BEENADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCHDAMAGES. BULLPEN SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FORDAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS,SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES ANDACCESSED THROUGH THE APP, SITE OR SERVICES.

DIGITAL ASSETS ARE A NOVELTECHNOLOGY AND ARE OFTEN SUBJECT TO SECURITY COMPROMISES OR HACKS. YOU UNDERSTAND AND WAIVE ANY SUCH RISK IN USING THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THELIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NOEVENT SHALL THE BULLPEN PARTIES’ TOTAL LIABILITY TO YOU FOR ALLDAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASESINVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S.DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THEAPPLICABLE JURISDICTION.

Acknowledgment of Certain Risks; Other Disclaimers; Release ofClaims

By accessing and using the Functionality, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a Third-Party exchange accessed via the Swap Function, may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a Digital Asset, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly swap those or other tokens.  You acknowledge that often, Digital Assets are built with the express intention to defraud individuals, where token creators, in using secret functions or other methods, might create unlimited additional tokens or otherwise remove available liquidity, also known as a “rug pull”.  You acknowledge that we do not endorse, vet, review, or assess any particular Digital Asset. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Site or Functionality.

The Site and Functionality and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of Bullpen to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Functionality.

You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the services, and could result in the theft or loss of your Digital Assets. To the extent possible or relevant, we intend to update Bullpen-developed smart contracts or other vulnerable features related to the Functionality to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Functionality.

You understand that the Solana blockchain (and all other networks with which the Functionality may be compatible) remains under development, which creates technological and security risks when using the Functionality in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Solana blockchain is variable and may increase at any time, thereby impacting any activities taking place on the Solana blockchain, which may result in price fluctuations or increased prices for using the Functionality, as well as elevated or unexpected fees to the Solana network or to Bullpen.  Any fees obtained by Bullpen by use of the Functionality shall be deemed earned and final by Bullpen.  The fees are subject to change, at any time, without notice.

You acknowledge that the Functionality is subject to flaws and that you are solely responsible for evaluating any code provided by the Site or Functionality. This warning and others Bullpen provides in these Terms in no way evidence or represent any on-going duty to alert you of the potential risks of utilizing the Functionality or accessing the Site.  You acknowledge that the Functionality is subject to the flaws of Third-Party Software upon which Bullpen’s services rely, and that you fully bear the associated risks of any failure of such Third-Party Software system or any attempted integration to the Third Party Software included any plugin, usage of a Third-Party API, or any other such integration by Bullpen.  Connecting to or integrating Third Party software is inherently difficult and risky, and you acknowledge and waive any failure by Bullpen to properly integrate Third-Party Software.

Although we intend to provide accurate and timely information on the Site and during your use of the Site and the Functionality, that intention does not reflect a binding commitment, and the Site and other information available when using the Functionality may not be accurate, complete, error-free, or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Functionality are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the Site or Functionality. Pricing information may be higher or lower than prices available on platforms providing similar services.  We encourage you to explore other methods to accomplish your Digital Asset objectives that may result in lower associated fees.

Any reference to a type of Digital Asset on the Site or otherwise during the use of the Functionality does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain.

Use of the Functionality, in particular using the Swap Function of Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Functionality are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Functionality at your own risk. The risk of loss in trading Digital Assets can be substantial (all the more so if you are leveraged). You should, therefore, carefully assess whether such trading or related Services are suitable and appropriate for you in light of your circumstances and financial resources. By using the Site and Functionality, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Functionality or any Digital Asset. You accept all consequences of using the Functionality, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Functionality for performing Digital Asset transactions.

Bullpen is a developer of software. Bullpen is not a broker, nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning the transactions you choose to conduct via the Functionality.  It is not a custodian of Digital Assets, and it is not a Qualified Custodian.  All transactions between users of Bullpen-developed software are executed peer-to-peer directly between the users' Solana (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Functionality, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ( “SEC”), tax laws, and all foreign laws that apply to you and your trading.

You understand that Bullpen and the Swap Function are not registered or licensed by the CFTC, SEC, or any other financial regulatory authority (whether in the United States or elsewhere).  The Swap Function initiates a user-requested swap on other third-party swapping software like Jupiter or another decentralized exchange.  No swap occurs on Bullpen infrastructure.  No financial regulatory authority has reviewed or approved the use of the Bullpen-developed software that comprises the Site and the Functionality. The Site and the Bullpen-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. Bullpen is not acting as an investment manager, adviser, arranger, introducer or commodity trading adviser to any person or entity.

You expressly agree that you assume all risks in connection with your access and use of the Site and Functionality and your interaction therewith. You further expressly waive and release the Bullpen Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and Functionality and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Governing Law

These Terms shall be construed and enforced in accordance with the laws of the state of New York applicable to contracts entered into and performed in New York by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9).

Mandatory Arbitration

PLEASE READ THIS “MANDATORY ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND BULLPEN, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.

You and Bullpen agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Functionality, this Agreement, or any other controversies or disputes between you and Bullpen (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Bullpen further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

“Country of Residence” for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Bullpen Functionality. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.

Bullpen wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Bullpen, you agree to try to resolve the Dispute informally by contacting Bullpen at support@Bullpen.fi to notify Bullpen of the actual or potential Dispute. Similarly, Bullpen will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of User, any relevant Account information, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with such Dispute.

We both agree to arbitrate (unless you opt out as described below). You and Bullpen each agrees to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under “Exceptions to Agreement To Arbitrate” below.

If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to Bullpen at support@bullpen.fi within thirty (30) days of first accepting this Agreement. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Bullpen through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using the Bullpen Service, but you and Bullpen will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

You and Bullpen agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (“AAA Rules”). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you hereunder in an individual lawsuit. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Bullpen users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

You and Bullpen further agree that the arbitration will be held in the English language in New York, New York. The arbitrator’s decision or award shall be fully enforceable and subject to an entry of judgment by a court of competent jurisdiction. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the commission of an error of law or legal reasoning shall be grounds for vacating or correcting the award. Each Party shall pay the fees of their respective attorneys and any other expenses connected with the arbitration, but all other costs of this arbitration, including the fees of the arbitrator, cost of any record or transcript of the arbitration, administrative fees, and other fees and costs, shall be shared equally by the parties. The party losing the arbitration shall reimburse the party who prevailed for all expenses the prevailing party paid pursuant to the preceding sentence and for all reasonable attorneys’ fees (as determined by the Arbitrator) incurred by the prevailing party in connection with the arbitration proceeding. A demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter has arisen, and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations. The decision of arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

‍You and Bullpen agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Bullpen may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Bullpen will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR BULLPEN SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

Notwithstanding your and Bullpen's agreement to arbitrate Disputes, either you or Bullpen retain the following rights:

Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Bullpen agree that any judicial proceeding may only be brought in a court of competent jurisdiction in New York, United States. Both you and Bullpen consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.

This agreement to arbitrate shall survive the termination or expiration of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

Force Majeure. 

Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.

General Terms; Severability

These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Bullpen and you regarding the Site, Functionality and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Bullpen and you regarding the Site, Functionality and Content. Except as provided above with respect to the provisions hereof pertaining to Collective Arbitration, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed as provided above or by a court of competent jurisdiction) that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void and of no force or effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Site and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your Account and/or your use of the Site and Functionality.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Bullpen. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

Contact Information

If you have any questions about these Terms or the Functionality, please contact us at support@bullpen.fi.

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