Callouts & Callout Rewards Terms of Service
Last Updated: August 13, 2026
IMPORTANT NOTICE — PLEASE READ CAREFULLY. These Terms contain provisions that significantly affect your legal rights, including: (a) a binding arbitration clause and a class action waiver in Section 20, which require disputes to be resolved through individual arbitration rather than in court or through class proceedings; (b) provisions confirming that all Rewards are entirely discretionary and that nothing in the Program creates any entitlement, expectation, or right to receive any Reward; and (c) broad disclaimers and limitations of liability. Trading in digital assets — and in memecoins in particular — involves an extreme risk of loss, including total loss. Nothing in the Callout Services is investment advice. If you do not agree to these Terms, do not use the Callout Services.
1. Who We Are; Acceptance of These Terms
1.1. These Callouts & Callout Rewards Terms of Service (these “Callout Terms” or these “Terms”) are a legally binding agreement between you (“you” or “your”) and the operator of the Callout Services, identified in Section 22.9 (the “Program Operator”, “we”, “us” or “our”).
1.2. These Terms govern your access to and use of: (a) the callouts feature (the “Callouts Feature”), which allows users to publish callouts identifying digital assets (each, a “Callout”), to follow other users, to receive and send notifications regarding Callouts, and to discover Callouts through in-app feeds and other surfaces; and (b) the Callout Rewards Program described in Section 8 (the “Program”), in each case as made available on or through the Pump platform, website, and applications (collectively, the “Pump Platform”). The Callouts Feature and the Program are together the “Callout Services.”
1.3. By creating a Callout, following another user’s Callouts, engaging with a Callout, participating in or receiving anything under the Program, or otherwise accessing or using any part of the Callout Services, you accept and agree to be bound by these Terms. If you do not agree, your sole remedy is to not use the Callout Services.
1.4. The Callout Services are provided by the Program Operator, which is a separate legal entity from the operator of the Pump Platform (the “Pump Operator”). All funds collected, held, and disbursed in connection with the Program are controlled by the Program Operator and its contractors and subcontractors, and not by the Pump Operator. The Pump Operator is not a party to these Terms, makes no promises under them, and has no responsibility or liability for the Callout Services or the Program.
2. Relationship to the Pump Terms
2.1. These Terms are supplemental to, and incorporate by reference, the Pump Platform terms of service available at https://pump.fun/docs/terms-and-conditions (as amended from time to time, the “Pump Terms”), together with any policies referenced in the Pump Terms (including the Pump privacy policy and any community or content guidelines). Your use of the Pump Platform generally — including account registration, trading functionality, wallets, and fees — remains governed by the Pump Terms.
2.2. By using the Callout Services you represent that you have accepted, and remain in compliance with, the Pump Terms. If your right to use the Pump Platform is suspended or terminated under the Pump Terms, your right to use the Callout Services and to receive any Reward is automatically suspended or terminated at the same time.
2.3. In the event of any conflict or inconsistency between these Terms and the Pump Terms with respect to the Callout Services or the Program, these Terms prevail. In all other respects, the Pump Terms prevail.
3. Eligibility
3.1. To use the Callout Services you must: (a) be at least 18 years old and of legal age in your jurisdiction; (b) have the legal capacity to enter into these Terms; (c) maintain a Pump Platform account in good standing; (d) not be a Restricted Person (as defined below); and (e) not be a UK Person (as defined below).
3.2. “Restricted Person” means any person or entity that: (a) is listed on, or is owned or controlled by any person listed on, any sanctions list administered by the U.S. Office of Foreign Assets Control (OFAC) (including the Specially Designated Nationals and Blocked Persons List), the United Nations Security Council, the European Union, the United Kingdom (HM Treasury), the British Virgin Islands, or any other applicable sanctions authority (collectively, “Sanctions Lists”); (b) is located, organized, ordinarily resident, or domiciled in a country, region, or territory that is itself the subject or target of comprehensive sanctions (as of the Last Updated date, including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (each, a “Restricted Territory”); or (c) is otherwise the subject or target of sanctions administered or enforced by any applicable authority.
3.3. United Kingdom. The Callout Services are not available in the United Kingdom. “UK Person” means any individual who is located or ordinarily resident in the United Kingdom, and any entity that is incorporated or established in, or has its principal place of business in, the United Kingdom. UK Persons must not access or use the Callout Services, must not create or engage with Callouts, and are not eligible to participate in the Program or to receive any Reward. Nothing on or in the Callout Services — including any Callout, notification, feed, or Reward — is directed at, communicated to, or capable of acceptance by any UK Person, and nothing in the Callout Services or these Terms is intended to constitute a financial promotion or an invitation or inducement to engage in investment activity addressed to any person in the United Kingdom.
3.4. You represent and warrant, on a continuing basis, that: (a) you are not a Restricted Person; (b) you are not a UK Person and are not accessing the Callout Services from within the United Kingdom; (c) you are not accessing the Callout Services from, and will not receive Rewards in, a Restricted Territory; (d) you are not using the Callout Services on behalf of, or for the benefit of, any Restricted Person or UK Person; (e) no wallet address you use in connection with the Callout Services is owned or controlled by, or receives funds on behalf of, a Restricted Person or UK Person; and (f) your use of the Callout Services complies with all laws applicable to you in your jurisdiction. You are solely responsible for determining whether your use of the Callout Services, and your receipt of any Reward, is lawful in your jurisdiction, and you must not use the Callout Services if it is not.
3.5. The Program Operator may, at any time and in its sole discretion, restrict, condition, suspend, or deny access to the Callout Services or the Program, or withhold any Reward, by reference to jurisdiction, wallet screening results, verification status, or any other criteria, with or without notice.
4. The Callouts Feature
4.1. The Callouts Feature allows you to publish Callouts identifying particular digital assets available on the Pump Platform. When you publish a Callout, notifications may be sent to users who follow you, and your Callout may appear in discovery feeds, leaderboards, rankings, notifications, and other surfaces within the Pump Platform or in marketing or promotional materials.
4.2. Other users may engage with Callouts, including by viewing them, clicking notifications, and trading the digital assets identified in them. Every user makes their own trading decisions. A Callout is not a solicitation, recommendation, or advice by the Program Operator or the Pump Operator, and neither the Program Operator nor the Pump Operator endorses, verifies, or vets any Callout, any user who publishes a Callout, or any digital asset identified in a Callout.
4.3. The Program Operator and the Pump Operator may modify, curate, rank, promote, demote, suppress, decline to distribute, or remove any Callout, and may modify, suspend, or discontinue any aspect of the Callouts Feature (including notifications, feeds, and follow mechanics), at any time, for any reason, without notice or liability.
5. Your Callouts; Content Standards; License
5.1. Callouts are user content. You are solely responsible for every Callout you publish and for the consequences of publishing it. Callouts must comply with these Terms, the Pump Terms, and all applicable laws.
5.2. Without limiting the foregoing, when you publish a Callout you represent and warrant that: (a) any factual statements in the Callout are true and not misleading; (b) you will not publish a Callout as part of any scheme to manipulate the price or trading volume of any digital asset, including any coordinated buying or selling activity, “pump and dump,” or similar scheme; (c) you will clearly disclose, in the Callout or through any in-app disclosure mechanism made available, any compensation, token allocation, or other consideration you have received or expect to receive from any person in connection with promoting the digital asset identified in the Callout, and any material position or interest you hold in that asset where required by applicable law; and (d) your Callout does not infringe any third party’s rights.
5.3. You grant the Program Operator and the Pump Operator a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, adapt, publish, translate, distribute, publicly perform, and publicly display your Callouts and associated account information (including your username and avatar) in connection with operating, providing, promoting, and improving the Callout Services and the Pump Platform. This license survives your deletion of a Callout to the extent copies persist in backups, caches, or content already distributed (for example, in notifications already delivered).
6. No Investment Advice; No Fiduciary Duty
6.1. Nothing in the Callout Services — including any Callout, notification, feed, ranking, leaderboard, metric, Reward, or Reward notification — constitutes investment, financial, trading, legal, tax, or other professional advice, or a recommendation, solicitation, or offer by the Program Operator to buy or sell any digital asset or to pursue any strategy.
6.2. The Program Operator is not your broker, dealer, advisor, intermediary, agent, or fiduciary, and owes you no fiduciary or similar duties in connection with the Callout Services. The Program Operator has no obligation to consider your interests when operating the Callout Services or the Program, including when designing or applying the Activity Metric (as defined below).
6.3. Digital assets available on the Pump Platform are highly speculative and extremely volatile. Many have no utility, are created as jokes or memes, and lose most or all of their value. You may lose everything you trade. Never trade more than you can afford to lose. Do your own research.
7. Prohibited Conduct
7.1. In connection with the Callout Services, you must not, and must not assist, encourage, or enable any other person to:
- (a) manipulate or attempt to manipulate the Program, the Activity Metric, any ranking, or any distribution of Rewards, in any way, including through wash trading, self-dealing, circular or matched trading, coordinated engagement, or trading between accounts or wallets under common ownership or control;
- (b) create, operate, or use multiple accounts, bot accounts, purchased accounts, or fake or automated followers or engagement (“sybil” activity), or buy, sell, or exchange engagement, follows, clicks, or trading activity;
- (c) use bots, scripts, or other automation to create Callouts, generate engagement, or trade in response to Callouts for the purpose of inflating measured activity;
- (d) publish Callouts that are fraudulent, deceptive, or misleading, or participate in any pump-and-dump, rug pull, front-running, or other manipulative or abusive scheme;
- (e) accept undisclosed compensation to publish Callouts, where disclosure is required by these Terms or applicable law;
- (f) attempt to discover, reverse engineer, game, or exploit the Activity Metric, the ranking methodology, or the Program’s review processes;
- (g) interfere with, disrupt, or attempt to gain unauthorized access to the Callout Services, the Program, or any related systems, wallets, or infrastructure; or
- (h) use the Callout Services in violation of any applicable law, including securities, commodities, market abuse, anti-fraud, sanctions, anti-money-laundering, and consumer protection laws.
7.2. The Program Operator may investigate suspected violations of this Section 7 and may, in its sole discretion and without notice: exclude any user, account, wallet, Callout, or activity from the Program or from any calculation under it; withhold, reduce, cancel, or recover any Reward; suspend or terminate access to the Callout Services; and report conduct to the Pump Operator, law enforcement, or regulators. The Program Operator’s decisions under this Section are final and are not subject to appeal, explanation, or review.
8. The Callout Rewards Program
8.1. Overview. The Program Operator may, from time to time, distribute rewards denominated in USDC (“Rewards”) to eligible users based on activity connected to their Callouts, as measured and determined by the Program Operator. Participation in the Program requires no payment or purchase from you.
8.2. Activity Metric and Rankings. The Program Operator measures activity relating to Callouts — which may include, without limitation, engagement with Callouts and trading activity connected to called-out digital assets — using one or more internal metrics (the “Activity Metric”). The Program Operator may rank users by reference to the Activity Metric and may calculate potential Reward allocations on a pro-rata or other basis by reference to those rankings. The Activity Metric, the ranking methodology, the composition and size of any rewards pool, and all related calculations are confidential, are proprietary to the Program Operator, may change at any time without notice, and will not be disclosed. The Program Operator has no obligation to publish, explain, or apply consistently any metric, methodology, ranking, or calculation.
8.3. Rewards Are Entirely Discretionary. All Rewards are gratuitous and are made, if at all, in the Program Operator’s sole and absolute discretion. Without limiting the foregoing:
- (a) nothing in these Terms, in the Callout Services, in any notification, in any past distribution, or in any statement by or on behalf of the Program Operator creates any entitlement, right, expectation, or claim to receive any Reward, in any amount, at any time;
- (b) the amount available for distribution on any day (if any) is determined by the Program Operator in its sole discretion, is not disclosed, may vary without notice, and may be zero;
- (c) the Program Operator may modify, suspend, or terminate the Program, in whole or in part, at any time, for any or no reason, without notice, without liability, and without any obligation to distribute accrued, calculated, or announced amounts;
- (d) no Reward is earned, vested, or owed unless and until it has actually been received in your Wallet (as defined below), and even then remains subject to Sections 8.7 and 8.8;
- (e) Rewards are not wages, salary, compensation for services, fees, interest, yield, dividends, staking returns, or investment returns; do not represent any share, equity, debt, or other interest in the Program Operator, the Pump Operator, or any other person; and are not offered or promised in exchange for any payment, investment, or effort by you; and
- (f) past Rewards are no indication of future Rewards.
8.4. Review of Distributions. Before any distribution, the Program Operator (directly or through its contractors and subcontractors) may review rankings and proposed allocations, including manual review. The Program Operator may, in its sole discretion and without notice or explanation, adjust, re-rank, exclude, reduce, withhold, or cancel any proposed allocation or Reward, in whole or in part, for any reason, including suspected manipulation, sybil activity, wash trading, anomalous activity, suspected unlawful conduct, screening results, technical error, or any other reason the Program Operator considers appropriate. The Program Operator’s determinations are final.
8.5. Distribution Mechanics. Rewards, if any, are expected to be distributed approximately once per day, but the Program Operator does not guarantee the timing, frequency, or occurrence of any distribution and may delay, batch, or skip distributions at any time. Distributions may be executed by the Program Operator or by its contractors or subcontractors, using automated scripts or otherwise, on the Solana blockchain or such other network as the Program Operator may determine.
8.6. Reward Notifications Are Informational Only. You may receive in-app or push notifications regarding the Program (for example, a notification that you received an amount in daily callout rewards). All such notifications, and any in-app display of pending, estimated, or historical Reward amounts, are provided for convenience and information only. They are not offers, promises, account statements, or confirmations, and they do not create any entitlement. The actual on-chain transfer of USDC to your Wallet is the sole record of any Reward. If a notification or display is inconsistent with the on-chain record, the on-chain record controls; if a notification or display reflects an error, the Program Operator may correct it and may cancel or recover any associated amount.
8.7. Errors, Recovery, and Offset. If any Reward or other amount is transferred to you in error, in an incorrect amount, in breach of these Terms, or in connection with activity that the Program Operator determines violated Section 7, the Program Operator may: (a) require you to return it, and you agree to do so promptly upon request; (b) offset the amount against any current or future Reward or other amount otherwise allocable to you; and/or (c) instruct the recovery of the amount from any custodial wallet associated with your Pump Platform account, to the extent permitted under the Pump Terms.
8.8. Forfeiture. Any Reward (including any proposed or calculated allocation) is void and forfeited, without compensation, where: (a) your Pump Platform account is suspended, terminated, or closed (whether under the Pump Terms or these Terms) before the Reward is received in your Wallet; (b) you are or become a Restricted Person or a UK Person, or your Wallet is flagged under Section 11; (c) delivery fails, is blocked, or cannot be completed for any reason (including an invalid, unsupported, or inaccessible Wallet address) and is not remedied within thirty (30) days; (d) receipt of the Reward would be unlawful in your jurisdiction or would expose the Program Operator or its contractors to legal or regulatory risk, as determined by the Program Operator; or (e) the Reward is attributable, in the Program Operator’s determination, to activity prohibited by Section 7.
8.9. Personnel. Directors, officers, employees, and contractors of the Program Operator and its affiliates may be excluded from receiving Rewards to the extent the Program Operator so determines.
9. USDC and Digital Asset Risks
9.1. Rewards are denominated and paid in USDC, a stablecoin issued by a third party (Circle Internet Group, Inc. or its affiliates). The Program Operator does not issue, control, or guarantee USDC. USDC is not legal tender, is not a bank deposit, and is not insured or guaranteed by any government, deposit insurance scheme, or other body. The value of USDC may fluctuate and may deviate from, or fail to maintain, parity with the U.S. dollar, and the issuer of USDC may impose its own terms, restrictions, blacklisting, or redemption conditions. The Program Operator has no liability for any act, omission, or failure of the issuer of USDC or of any blockchain network.
9.2. Blockchain transactions are generally irreversible. The Program Operator has no obligation to reverse, reissue, or replace any transfer, including any transfer to an address you provided incorrectly, any transfer lost due to your loss of keys or wallet access, or any transfer affected by network congestion, forks, outages, exploits, or third-party wallet failures.
9.3. References to dollar amounts in the Callout Services (for example, in Reward notifications) are denominational conveniences only and are not a promise that any Reward can be exchanged for U.S. dollars or any other fiat currency.
10. Wallets and Delivery of Rewards
10.1. Rewards, if distributed, are delivered to: (a) the custodial or embedded wallet associated with your Pump Platform account; or (b) if and where the option is made available, an external self-custodied wallet address that you designate (in either case, your “Wallet”). The Program Operator may support one or both delivery methods, may change the supported methods at any time, and may require you to take steps (such as confirming or re-verifying an address) before delivery.
10.2. If you designate an external Wallet address, you represent and warrant that you own and control that address, and you accept full and sole responsibility for its accuracy and security. Any transfer to the address you designated is a complete discharge of the relevant distribution, even if you entered the address incorrectly, lost access to it, or it was compromised.
10.3. Wallets associated with your Pump Platform account are provided under, and governed by, the Pump Terms. The Program Operator is not responsible for the operation, security, or availability of any wallet, whether in-app or external.
10.4. The Program Operator does not hold funds for you, does not maintain accounts or balances for you, and owes you no custodial, deposit, trust, or fiduciary obligations. Amounts held by the Program Operator or its contractors and subcontractors pending or in connection with any distribution are the property of the Program Operator until a Reward is actually received in your Wallet.
11. Compliance, Screening, and Verification
11.1. The Program Operator and its contractors may screen users, accounts, wallet addresses, and transactions — including using blockchain analytics providers — against Sanctions Lists and for exposure to illicit activity (including hacks, scams, darknet markets, mixers, and sanctioned protocols). The Program Operator may, without notice or explanation, block, suspend, withhold, or cancel any Reward or any participation in the Program based on screening results or on any compliance-related concern.
11.2. The Program Operator may, at any time, as a condition of continued participation in the Program or of any distribution, require you to provide information and documentation, including identity verification (KYC) information, proof of Wallet ownership or control, tax documentation, and information about the source of your activity. If you fail to provide requested information within the time reasonably specified, or if the information provided is unsatisfactory to the Program Operator, any pending or future Rewards may be withheld, forfeited, or cancelled and your participation in the Program may be suspended or terminated.
11.3. The Program Operator may share information relating to your use of the Callout Services with the Pump Operator, with its contractors and subcontractors, with screening and analytics providers, and with regulators or law enforcement where the Program Operator considers it appropriate or is required to do so.
12. Taxes
12.1. You are solely responsible for determining, reporting, and paying any taxes, duties, and other governmental charges that apply to your receipt of Rewards and your use of the Callout Services, in any jurisdiction. Rewards may be treated as income or otherwise taxable to you.
12.2. The Program Operator may deduct or withhold from any Reward any amount it is required (or reasonably believes it is required) to deduct or withhold under applicable law, and may condition any distribution on your provision of tax documentation. The Program Operator does not provide tax advice, and no communication from the Program Operator should be treated as tax advice.
13. Our Participation in the Platform; Conflicts of Interest
13.1. You acknowledge and agree that the Program Operator, its affiliates, and their respective directors, officers, employees, contractors, and subcontractors (collectively, “Operator Parties”) may themselves use the Pump Platform and the Callout Services, including by creating Callouts, following users, and buying, selling, holding, and trading digital assets — including digital assets that are the subject of Callouts by you or by other users — for their own accounts and at any time.
13.2. Operator Parties have access to non-public information about the Program, including the Activity Metric, methodologies, rankings, proposed allocations, and aggregate and individual activity data, and may have such access before any related information (if any) is made public. Operator Parties may benefit financially from the operation of the Callout Services and from activity on the Pump Platform.
13.3. You agree that the matters described in this Section 13 are disclosed conflicts of interest, that you have no claim against any Operator Party arising out of them, and that no such participation or access creates any duty (fiduciary or otherwise) owed to you. This Section does not authorize any person to violate applicable law.
14. Intellectual Property; Feedback
14.1. The Callout Services, including all software, metrics, methodologies, rankings, designs, text, graphics, and data compilations (excluding your Callouts), and all intellectual property rights in them, are owned by the Program Operator, its licensors, or the Pump Operator. No rights are granted to you except the limited right to use the Callout Services in accordance with these Terms.
14.2. If you provide feedback, ideas, or suggestions regarding the Callout Services, the Program Operator may use them without restriction or compensation to you.
15. Privacy
15.1. Information collected in connection with the Callout Services is processed as described in the Pump Platform privacy policy [and the Program Operator’s privacy notice available at [●]]. This includes activity data used to compute the Activity Metric, screening data described in Section 11, and information shared between the Program Operator, the Pump Operator, and their respective contractors and subcontractors to operate the Callout Services and the Program.
16. Suspension and Termination
16.1. The Program Operator may suspend or terminate your access to the Callout Services, and your participation in the Program, at any time, with or without cause and with or without notice. You may stop using the Callout Services at any time.
16.2. Upon any suspension or termination: (a) any undistributed, pending, calculated, or announced Reward is forfeited as described in Section 8.8; and (b) Sections 5.3, 6, 8.3, 8.6, 8.7, 8.8, 9, 10.4, 12, 13, 14, and 17 through 22 survive.
17. Disclaimers
17.1. THE CALLOUT SERVICES AND THE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE PROGRAM OPERATOR DOES NOT WARRANT THAT ANY CALLOUT, METRIC, RANKING, NOTIFICATION, OR CALCULATION IS ACCURATE, COMPLETE, OR TIMELY.
17.2. THE PROGRAM OPERATOR IS NOT RESPONSIBLE FOR: (A) ANY CALLOUT OR OTHER USER CONTENT, OR ANY TRADING DECISION YOU OR ANY OTHER PERSON MAKES; (B) THE PUMP PLATFORM, WHICH IS OPERATED BY THE PUMP OPERATOR UNDER THE PUMP TERMS; (C) ANY BLOCKCHAIN NETWORK, WALLET PROVIDER, STABLECOIN ISSUER, OR OTHER THIRD-PARTY SERVICE; OR (D) ANY LOSS OF VALUE OF ANY DIGITAL ASSET.
17.3. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY, OR ANY RIGHT YOU HAVE, THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF YOU ARE A CONSUMER IN A JURISDICTION WHOSE MANDATORY LAWS GIVE YOU NON-WAIVABLE RIGHTS, THESE TERMS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY THOSE LAWS.
18. Limitation of Liability
18.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROGRAM OPERATOR OR ANY OPERATOR PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSET VALUE, OR FOR ANY TRADING LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE CALLOUT SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PROGRAM OPERATOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE PROGRAM OPERATOR AND ALL OPERATOR PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE CALLOUT SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF REWARDS ACTUALLY RECEIVED BY YOU UNDER THE PROGRAM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED U.S. DOLLARS (US$100).
18.3. THE LIMITATIONS IN THIS SECTION 18 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE PROGRAM OPERATOR, AND THE CALLOUT SERVICES WOULD NOT BE PROVIDED WITHOUT THEM. EACH OPERATOR PARTY, AND EACH CONTRACTOR AND SUBCONTRACTOR INVOLVED IN OPERATING THE PROGRAM, IS AN INTENDED THIRD-PARTY BENEFICIARY OF SECTIONS 13, 17, 18, AND 19.
19. Indemnification
19.1. To the maximum extent permitted by applicable law, you will indemnify, defend, and hold harmless the Program Operator and the Operator Parties from and against all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Callouts or other content; (b) your use or misuse of the Callout Services or the Program; (c) your violation of these Terms, the Pump Terms, or applicable law; (d) your violation of any third party’s rights; or (e) any taxes (other than taxes on the Program Operator’s net income) arising from Rewards received by you.
20. Governing Law; Dispute Resolution; Class Action Waiver
20.1. Governing Law. These Terms, and any dispute, claim, or controversy arising out of or relating to them, their subject matter, or their formation (including non-contractual disputes) (each, a “Dispute”), are governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles.
20.2. Informal Resolution First. Before commencing arbitration, you agree to first contact the Program Operator at [email protected] with a written description of the Dispute and to attempt in good faith to resolve it informally for at least sixty (60) days.
20.3. Binding Arbitration. Any Dispute not resolved informally shall be finally resolved by binding arbitration administered by [insert the same arbitral institution and rules as specified in the dispute resolution provisions of the Pump Terms — e.g., the London Court of International Arbitration (LCIA) under the LCIA Arbitration Rules, or the BVI International Arbitration Centre under the BVI IAC Arbitration Rules], by a sole arbitrator, in the English language, with the seat (legal place) of arbitration at [insert the same seat as the Pump Terms — e.g., London, England / Road Town, Tortola, British Virgin Islands]. Hearings may be conducted remotely by videoconference. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this arbitration agreement, except that only a court of competent jurisdiction may decide issues concerning the enforceability of the Class Action Waiver in Section 20.4. Judgment on the award may be entered in any court of competent jurisdiction.
20.4. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. YOU AND THE PROGRAM OPERATOR EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. If the Class Action Waiver is held unenforceable as to a particular Dispute, then that Dispute (and only that Dispute) shall proceed in the courts described in Section 20.6, and the remainder of this Section 20 remains in effect.
20.5. Time Limit. To the maximum extent permitted by applicable law, any Dispute must be commenced within one (1) year after the events giving rise to it first occurred, or it is permanently barred.
20.6. Residual Jurisdiction; Equitable Relief. Where a Dispute is not subject to arbitration under this Section 20, it shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands, and each party submits to that jurisdiction. Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to protect intellectual property or confidential information, or prevents the Program Operator from seeking recovery of amounts under Section 8.7.
20.7. Consumer Carve-Out. If the law of your country of habitual residence grants you a non-waivable right to bring proceedings in, or under the law of, that country, nothing in this Section 20 deprives you of that right.
21. Changes to These Terms
21.1. The Program Operator may amend these Terms at any time by posting the amended Terms on or within the Pump Platform or the Callout Services and updating the “Last Updated” date. Amendments are effective when posted unless a later date is stated. Your continued use of the Callout Services after amendments become effective constitutes acceptance. If you do not agree to amended Terms, you must stop using the Callout Services; amounts previously received are not affected, but no further participation or Rewards will be available to you.
22. General Provisions
22.1. Entire Agreement. These Terms, together with the Pump Terms and the policies referenced in each, are the entire agreement between you and the Program Operator regarding the Callout Services and supersede all prior agreements and understandings regarding them.
22.2. Assignment. You may not assign or transfer these Terms or any rights under them (including any right to a Reward) without the Program Operator’s prior written consent, and any attempted assignment is void. The Program Operator may assign these Terms, and may delegate or subcontract any of its obligations (including the holding and disbursement of funds), freely and without notice.
22.3. Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force.
22.4. No Waiver. No failure or delay by the Program Operator in exercising any right is a waiver of that right.
22.5. Force Majeure. The Program Operator is not liable for any failure or delay caused by events beyond its reasonable control, including blockchain network failures, protocol exploits, stablecoin issuer actions, acts of government, sanctions changes, internet or infrastructure failures, and acts of God.
22.6. No Third-Party Rights. Except as expressly stated (including Sections 13, 17, 18, and 19), these Terms create no rights in any third party.
22.7. Interpretation. Headings are for convenience only. “Including” means “including without limitation.” No rule of construction applies against the drafter.
22.8. Language. These Terms are drafted in English. Any translation is for convenience only, and the English version controls.
22.9. Contracting Entity. The “Program Operator” is Green Pill Holdings, a business company incorporated under the laws of the British Virgin Islands, with company number 2214405 and registered office at Trinity Chambers, 4301, Road Town, Tortola, BVI VG1110. References in these Terms to “we,” “us,” and “our” are references to the Program Operator, and the Program Operator may perform any of its functions under these Terms through its affiliates, contractors, and subcontractors.
23. Contact
Questions about these Terms or the Program, and all legal notices to the Program Operator, may be directed to [email protected]. Communications sent to that address are received and handled on behalf of the Program Operator.