Pump.fun Trading Competition Terms and Conditions

1. Introduction

These Terms (the “Terms”) are provided by the Pump Entities (as defined in the Terms of Use) (“we”, “us”, or “our”), to Participants as the rules for each trading competition that we announce through the App, whether run in a Solo Competition format or a Squad Competition format, and whether measuring spot trading or, as a Perpetuals Competition, trading in Perpetual Contracts (each, a “Competition”). The details specific to a Competition, including its format, whether it is a Perpetuals Competition, its Competition Period and registration window, the Reward Pool and Prize allocation, and any Competition-specific eligibility or token restrictions, are set out on the in-App page or announcement for that Competition (the “Competition Page”), which forms part of these Terms for that Competition. If a Competition Page conflicts with these Terms, the Competition Page prevails for that Competition only. Please review these Terms carefully before proceeding to or participating in the Competition. By participating in the Competition, each Participant acknowledges that they have read, understood, and agree to be bound by these Terms. All rules and terms governing user behavior on the Platform apply to activities undertaken during the Competition. The Pump.fun Terms of Use, Privacy Notice, DMCA Policy, Trademark Guidelines and the other documents incorporated into the Terms of Use, each as modified from time to time (together, the “Pump Terms”), also apply. To the extent of any conflict, these Terms govern the eligibility rules, scoring, conduct rules, administration and Prizes of a Competition, and the Pump Terms govern in all other respects.

THESE TERMS PROVIDE WAIVERS OF YOUR RIGHTS TO PURSUE A JURY TRIAL AND CLASS ACTIONS RELATING TO YOUR ACTIVITIES IN THE COMPETITION AND USING THE PLATFORM. Please review them carefully.

2. Defined Terms

1. “Account State” means, as to a Linked Hyperliquid Account, the account-level data that Hyperliquid reports for that account and that our scorer reads from Hyperliquid from time to time, including open positions in Perpetual Contracts, their Hyperliquid Mark Prices and unrealized profit and loss, and the fills, fees and funding payments recorded on the account.
2. “Artificial Activity” means any activity that does not reflect genuine, independent trading, including the use of bots, scripts, automated tools, multiple or coordinated wallets, or any other means designed to artificially generate or inflate Score, Squad Score or trading activity for the purpose of improving a Participant’s or a Squad’s standing in the Competition. Membership of the same Squad does not by itself make Participants’ wallets coordinated wallets, but see Section 4A (Coordination within a Squad).
3. “App” means the Pump.fun mobile application, as made available through the official Apple and Google application stores.
4. “Competition Period” means, for each Competition, the period beginning and ending at the dates and times stated on the Competition Page (stated in United States Eastern Time, together with the equivalent in Coordinated Universal Time), during which Eligible Trades must be executed, and Counted Positions are measured, in order to count toward Score.
5. “Disqualified Participant” means any person, Eligible Wallet or Squad that we, in our sole discretion, determine has violated these Terms, engaged in Manipulative Trading, or is otherwise ineligible to participate in or receive Prizes from the Competition.
6. “Eligible Member” means, as to a Squad entered in a Squad Competition, a natural person who (a) was a member of that Squad at the Membership Cutoff and is not excluded under Squad Size in Section 4A, (b) has accepted these Terms through the App or any other acceptance mechanism we provide on the Platform before the end of the Competition Period, (c) participates through one Eligible Wallet, and (d) is not a Disqualified Participant.
7. “Eligible Token” means any digital asset that is available to trade on a spot basis through the App during the Competition Period, other than any digital asset, network or product type identified as excluded on the Competition Page. Perpetual contracts, derivatives and other leveraged products are not Eligible Tokens; in a Perpetuals Competition, Score is determined under Section 4B from Perpetual Contracts on the Linked Hyperliquid Account and not from Eligible Tokens. Collectibles are not Eligible Tokens, and the purchase or opening of a pack, and the sale, buyback, listing or redemption of a Collectible, is not an Eligible Trade. “Collectible” means a digital asset that represents, or is redeemable for, a physical item (such as a graded trading card or a watch), including any such asset obtained by opening a pack through the Platform, and any other non-fungible digital asset.INCLUSION OF A TOKEN IN THE COMPETITION AS AN ELIGIBLE TOKEN DOES NOT CONSTITUTE A RECOMMENDATION, ENDORSEMENT OR REPRESENTATION THAT SUCH TOKEN IS SUITABLE FOR INVESTMENT.
8. “Eligible Trade” means a bona fide buy or sell transaction in an Eligible Token, executed from an Eligible Wallet during the Competition Period through the Pump.fun web application, the App or the Terminal, that complies with these Terms and does not constitute a Wash Trade, Manipulative Trading, or Artificial Activity. A transaction executed through any third-party application, bot, trading terminal, decentralized exchange, aggregator or other protocol (each, a “Third-Party Platform”) is not an Eligible Trade. In a Perpetuals Competition, Perps Fills are measured under Section 4B in place of Eligible Trades, including Perps Fills resulting from orders placed through an interface other than the Platform. Eligible Trades are identified from the on-chain activity of the Eligible Wallet as recorded by our indexer; a transaction that our indexer cannot identify, attribute to the Eligible Wallet, or price is not an Eligible Trade.
9. “Eligible Wallet” means a non-custodial digital asset wallet that is properly connected to the Platform, that satisfies all eligibility requirements set forth in these Terms, and that is not associated with a Disqualified Participant. In a Perpetuals Competition, the Eligible Wallet must be a wallet on the Solana network, and the Linked Hyperliquid Account associated with it is the account measured.
10. “Entry Deadline” means, for a Competition, the time stated on the Competition Page by which a Participant must join (in a Solo Competition) or a Squad Creator must complete Squad Entry (in a Squad Competition) or, if the Competition Page states no such time, the end of the Competition Period.
11. “Final Results” means the official and conclusive determination by us of the Leaderboard rankings, Squad Scores (where applicable) and Prize recipients following the close of the Competition Period and the completion of any review for disqualifying conduct.
12. “Hyperliquid” has the meaning given in Section 30B of the Terms of Use, and “Hyperliquid Terms” means the terms referred to in Section 30B.3 of the Terms of Use.
13. “Hyperliquid Mark Price” means, as to a Perpetual Contract, the mark price for that contract determined by Hyperliquid and reported in the Account State. The Hyperliquid Mark Price, and not the Mark Price, is used in a Perpetuals Competition.
14. “Leaderboard” means the ranking of Eligible Wallets (in a Solo Competition) or Squads (in a Squad Competition) displayed on the Platform, ordered by Score or Squad Score, used to determine relative standing in the Competition.
15. “Linked Hyperliquid Account” means, as to a Participant in a Perpetuals Competition, the Hyperliquid account controlled by the EVM-compatible key associated with the Participant’s Eligible Wallet (as described in Section 30B.6 of the Terms of Use), as recorded by us at the Recording Time in accordance with Section 4B.
16. “Manipulative Trading” means any trading activity or other conduct intended to deceive, distort, or improperly influence prices, Score, Squad Score, the allocation of a Prize within a Squad, or the Leaderboard, including spoofing, layering, Artificial Activity, Wash Trades, front-running, and any other conduct that manipulates or attempts to manipulate the market or the Competition. We will determine when activity constitutes Manipulative Trading in our sole discretion.
17. “Mark Price” means, as to a digital asset, the realizable price of the digital asset assuming that the marginal value of each digital asset token (or fraction thereof) is equal to the average marginal value of the digital asset tokens in the applicable position, determined with reference to the digital asset’s total liquidity on the Platform and the value of the Quote Asset.
18. “Membership Cutoff” means, as to a Squad in a Squad Competition, the Entry Deadline or, if later, Squad Entry, being the time at which the Squad’s membership is recorded by us and fixed for purposes of the Competition under Section 4A.
19. “Perpetual Contract” has the meaning given in Section 30B.1 of the Terms of Use, and includes a contract on any perpetuals market available through Hyperliquid, including a market deployed on Hyperliquid by a third party.
20. “Perpetuals Competition” means a Competition identified on its Competition Page as a perpetuals competition, in which Score is determined under Section 4B from trading in Perpetual Contracts on each Participant’s Linked Hyperliquid Account. A Perpetuals Competition is run as a Solo Competition or a Squad Competition, as stated on its Competition Page.
21. “Perps Fill” means each execution, in whole or in part, of an order to open, increase, reduce or close a position in a Perpetual Contract on a Linked Hyperliquid Account, including a liquidation, auto-deleveraging or forced closure effected by Hyperliquid, and whether the order was placed through the Platform or through any other interface.
22. “Platform” means the App, the Pump.fun web application and the Terminal, together with any related smart contracts through which the Competition is conducted. “Terminal” means the trading terminal we make available at padre.gg or any successor address.
23. “Realized Profit and Loss” means the profit or loss realized upon the closing of a position, calculated as the difference between the proceeds actually received upon the sale or disposition of a digital asset and the cost basis of that asset, converted into US Dollars as described in Section 4. Realized Profit and Loss is fixed once a position is closed and is not subject to further change based on the subsequent value of the digital asset.
24. “Recording Time” means, as to a Participant in a Perpetuals Competition, the later of (a) the start of the Competition Period and (b) the time at which the Participant joined or was entered in the Competition, being the time at which we record the Participant’s Linked Hyperliquid Account under Section 4B.
25. “Reward Pool” means the total aggregate amount of Prizes made available by us for distribution to eligible Participants in connection with a Competition.
26. “Score” means, as to a Participant, the aggregate Realized Profit and Loss and Unrealized Profit and Loss, denominated in US Dollars as set forth in Section 4, as determined by us, of the Counted Positions of the Participant’s Eligible Wallet. A “Counted Position” is (a) a position in an Eligible Token that the Eligible Wallet holds at the start of the Competition Period, however and wherever acquired (a “Starting Position”), or (b) a position, or the portion of a position, in an Eligible Token that the Eligible Wallet opens by an Eligible Trade during the Competition Period. The cost basis of a Starting Position for purposes of Score is the Mark Price of that position at the start of the Competition Period. Units of an Eligible Token that the Eligible Wallet receives after the start of the Competition Period other than by an Eligible Trade, including by transfer from any other wallet or through a transaction on a Third-Party Platform, are not a Counted Position and do not count toward Score. Score includes the Realized Profit and Loss of each Eligible Trade on the portion of a Counted Position that it closes, and the Unrealized Profit and Loss of each Counted Position that remains open. Where the Eligible Wallet holds both a Counted Position and other units of the same Eligible Token, an Eligible Trade that sells that Eligible Token closes the Counted Position first, and a disposition other than by an Eligible Trade closes the other units first. Because a Starting Position is valued at its Mark Price at the start of the Competition Period, every Participant’s Score is zero at the start of the Competition Period regardless of when the Participant joins. Where all or part of a Counted Position is sold, transferred or otherwise disposed of other than by an Eligible Trade, including through a Third-Party Platform, that disposition never increases Score: any loss on it, measured against the cost basis of the Counted Position as of the time of the disposition, counts toward Score, and any gain does not. A Counted Position never exceeds the amount of that Eligible Token the Eligible Wallet actually holds. Sections 4 and 4A exclude further positions from being Counted Positions. In a Perpetuals Competition, Score, Realized Profit and Loss and Unrealized Profit and Loss are determined under Section 4B, and Counted Positions are not measured.
27. “Scoring Window” means, as to a Participant in a Perpetuals Competition, the period from the Participant’s Seed Time to the end of the Competition Period.
28. “Seed Time” means, as to a Participant in a Perpetuals Competition, the time of the first complete read by our scorer of the Account State of the Participant’s Linked Hyperliquid Account at or after the Recording Time or, where no Linked Hyperliquid Account exists at the Recording Time, at or after the time at which we first record one for the Participant.
29. “Solo Competition” means a Competition identified on its Competition Page as a solo competition, in which Participants compete individually.
30. “Squad” means a group of users formed using the squads feature of the Platform. “Squad Creator” means the user who created a Squad and who, under the squads feature, is the only person able to enter that Squad in a Squad Competition.
31. “Squad Competition” means a Competition identified on its Competition Page as a squad competition, in which Squads compete and are ranked by Squad Score.
32. “Squad Entry” means the entry of a Squad in a Squad Competition, whether by the Squad Creator’s act of entering the Squad through the App and accepting these Terms or, where the Competition Page so provides, by our automatic entry of a Squad at the start of the Competition Period in accordance with Section 4A.
33. “Squad Score” means, as to a Squad, the sum of the Scores of its Eligible Members as of the end of the Competition Period, as determined by us.
34. “Trading Pair” means a pair of digital assets that may be traded against one another through the App, consisting of an Eligible Token and the asset against which it is quoted (the “Quote Asset”).
35. “Unrealized Profit and Loss” means the profit or loss on a position that remains open and has not been closed, and which therefore is not fixed and remains subject to change until the position is closed. Unrealized Profit and Loss is determined using the Mark Price of the relevant digital asset rather than its spot price, and equals the resulting proceeds at the Mark Price less the cost basis of the position. Unrealized Profit and Loss may change until the end of the Competition Period, at which point it will become fixed for all positions of all Participants. Unrealized Profit and Loss may not equal the actual Realized Profit and Loss when a position is closed.
36. “Wash Trade” means any trade or series of trades that involves no genuine change in beneficial ownership or market risk, including trades executed between wallets controlled by the same person or coordinated persons (including between the wallets of members of the same Squad), or trades entered for the purpose of artificially inflating a Participant’s Score or a Squad Score.

3. Competition Eligibility

1. Sanctions Screening. No person may participate in the Competition who is (a) identified on OFAC’s Specially Designated Nationals and Blocked Persons List (the “SDN List”) or any other list of sanctioned or restricted persons maintained by OFAC; (b) subject to financial sanctions or designated under the UK sanctions regime, including any person named on the consolidated list of financial sanctions targets maintained by the UK Office of Financial Sanctions Implementation (“OFSI”); (c) subject to restrictive measures or designated under the European Union’s Consolidated List of persons, groups, and entities subject to EU financial sanctions; or (d) subject to sanctions or restrictive measures under the laws of the British Virgin Islands (each, a “Sanctioned Person”). No person may participate who is owned or controlled by, or acting on behalf of, any Sanctioned Person. Each Participant represents and warrants that they are not a Sanctioned Person and will notify us immediately if they become a Sanctioned Person.
2. No Blocked Persons. No person may participate in the Competition who is otherwise prohibited, blocked, restricted, or suspended from accessing or using any part of the Platform for any reason, whether under our terms of service, applicable law, or otherwise.
3. Wallet Ownership. Each Participant must participate using an Eligible Wallet that the Participant solely owns and controls. A Participant must hold the private keys to, and have exclusive beneficial ownership of, any Eligible Wallet used to participate. Participants may not use, control, or transact through any wallet owned or controlled by another person, and may not permit any other person to use, control, or transact through their Eligible Wallet.
4. Natural Persons Only; One Wallet. Each Participant must be a natural person and may participate in a Competition using only one Eligible Wallet and, in a Perpetuals Competition, only one Linked Hyperliquid Account. A Participant may participate in a Solo Competition and a Squad Competition that run at the same time using the same Eligible Wallet, and the same Eligible Trades and Counted Positions are measured in each; but a Participant may be an Eligible Member of only one Squad in any Squad Competition and may not enter, participate, or attempt to improve any standing through multiple wallets, accounts, identities or Squads. We may aggregate, disqualify, or disregard entries that we determine, in our sole discretion, are associated with the same natural person or group of coordinated persons.
5. No Professional Market Makers. The Competition is not open to professional or institutional market makers, liquidity providers acting in a professional capacity, or any person engaged in market making activity on a professional basis, whether for their own account or on behalf of others. We may determine in our sole discretion whether a Participant constitutes a professional market maker for purposes of this Section.
6. Prohibited Jurisdictions. The Competition is not open to, and no person may participate who is a resident of, located in, or organized under the laws of, any jurisdiction subject to comprehensive sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine (collectively, the “Prohibited Jurisdictions”); the United Kingdom; and any other jurisdiction in which the Competition would be prohibited, restricted, or unlawful. We reserve the right to add jurisdictions to this list at any time in our sole discretion.
7. Minimum Age. To participate in the Competition, a Participant must be at least eighteen (18) years of age, or such older age as may be required to engage in self-custodied digital asset trading in the Participant’s jurisdiction of residence. By participating, each Participant represents and warrants that they satisfy this age requirement.
8. Joining Through the App. To participate in a Solo Competition, a Participant must join the Competition through the App and accept these Terms before the Entry Deadline. To participate in a Squad Competition, the Squad must have completed Squad Entry on or before the Entry Deadline (whether by the Squad Creator or automatically, as stated on the Competition Page), and each member of the Squad must accept these Terms through the App or any other acceptance mechanism we provide on the Platform before the end of the Competition Period, as further described in Section 4A. Joining or attempting to join a Competition by any means other than the App’s intended user interface, including by direct calls to our application programming interfaces, is grounds for disqualification in our sole discretion. Where the Entry Deadline falls after the start of the Competition Period, joining after that start does not change the Competition Period or the measurement of Score, which runs from the start of the Competition Period for every Participant, except that in a Perpetuals Competition Score is measured from each Participant’s Seed Time as provided in Section 4B. Section 4B also states how a Participant joins, or is entered automatically in, a Perpetuals Competition.

4. Competition Rules

1. Winners. In a Solo Competition, the winners will be the Participants with the highest Scores as of the end of the Competition Period. In a Squad Competition, the winners will be the Squads with the highest Squad Scores as of the end of the Competition Period. Only Eligible Trades and Counted Positions count towards Score. Score is denominated in US Dollars. The value of Unrealized Profit and Loss for all Participants will be determined from the Eligible Token’s on-chain liquidity using an indexer that creates a price table based on all trades relating to Eligible Tokens. Realized Profit and Loss is based on the same indexer and price table, with the value of a trade involving an Eligible Token determined at the time the trade is executed. The value of a Quote Asset in US Dollars is determined based on the average price across several third party sources. In order to receive a Prize, a Participant in a Solo Competition must have a positive Score, and a Squad in a Squad Competition must have a positive Squad Score.
2. We reserve the right to modify, correct, or adjust the scoring methodology, indexer, price sources, or calculations at any time in our sole discretion to ensure accuracy and the integrity of the Competition, including to correct any software bug, indexer bug, oracle bug, pricing bug, blockchain bug, smart contract bug, arithmetic error, calculation error, or any other technical, operational, or computational error, anomaly, or malfunction. No such bug, error, anomaly, or malfunction will confer any right, entitlement, or expectation on any Participant, and we may disregard, recalculate, restate, adjust, or correct any Score, Leaderboard ranking, Eligible Trade determination, Final Results, Prize eligibility determination, or Prize allocation affected thereby, in each case in our sole discretion.
3. Abuse and Unfair Practices. Any abuse of a Competition or unfair practice, whether or not it constitutes Manipulative Trading, may result in disqualification, adjustment of Scores, Squad Scores or Leaderboard rankings, withholding or forfeiture of any Prize, or any other action we consider appropriate, in each case in our sole discretion.
4. Realized Profit and Loss will consider all fees paid by the Participant in opening and closing Eligible Token positions.
5. Preliminary Leaderboards Are Unofficial. Any Leaderboard, ranking, or Score displayed before we publish the Final Results is preliminary, unofficial, and provided for informational purposes only. Preliminary results confer no rights and do not entitle any Participant to any Prize or particular ranking.
6. Rankings Are Algorithmic. Leaderboard rankings and Scores are generated automatically and algorithmically by the Platform based on the Eligible Trades and Counted Positions of each Eligible Wallet during the Competition Period or, in a Perpetuals Competition, on the Account State of each Linked Hyperliquid Account. We do not manually assign or adjust rankings except as expressly permitted under these Terms, including to address Wash Trades, Manipulative Trading, Artificial Activity, or other disqualifying conduct.
7. Rankings May Change Until Finalized. Scores and Leaderboard rankings are dynamic and may change at any time before the Final Results are published, including as a result of additional trading activity, changes in Unrealized Profit and Loss, recalculation, or the disqualification or adjustment of entries. No ranking is final or binding until we publish the Final Results.
8. Leaderboard Updates and Data Accuracy. The Leaderboard, Scores, and rankings are updated based on information derived from the applicable blockchain networks and related data sources. Due to network conditions, block confirmation times, indexing and processing delays, and other technical factors outside our control, the Leaderboard may not reflect real-time or up-to-the-minute trading activity and may be subject to delay, error, or temporary inaccuracy. We do not warrant that the Leaderboard is current, complete, or error-free at any given time, and any information displayed before we publish the Final Results is preliminary and subject to change.
9. Determination of Manipulative Trading. We determine whether any activity constitutes Manipulative Trading, a Wash Trade, Artificial Activity, or other disqualifying conduct in our sole and absolute discretion. Our determination that Manipulative Trading or other disqualifying conduct has occurred is final, conclusive, and binding, and is not subject to appeal, challenge, or review. We may take any action we deem appropriate in response, including suspending a Participant’s participation pending investigation, disqualifying a Participant, adjusting Scores or Leaderboard rankings, or withholding or revoking Prizes, without notice or liability to any Participant.
10. No Artificial or Faked Profit and Loss. Participants may not engage in any conduct designed to fake, simulate, inflate, or otherwise artificially generate Realized Profit and Loss, Unrealized Profit and Loss, Score, or Leaderboard standing. Prohibited conduct includes, without limitation: (a) using multiple, coordinated, or related wallets to transfer or cycle tokens among wallets in order to simulate trading gains; (b) transacting in a digital asset using multiple wallets to inflate the price of that asset before selling in a single wallet, or any similar coordinated scheme to manipulate price or profit, regardless of whether such coordinated scheme is executed by a single individual or multiple individuals acting in concert; (c) Wash Trades or any trade or series of trades involving no genuine change in beneficial ownership or market risk; and (d) any other Artificial Activity or Manipulative Trading. Engaging in any such conduct may result in disqualification, adjustment of Scores or Leaderboard rankings, and the withholding or revocation of Prizes, in our sole discretion.
11. Transfer of Open Positions. A Participant who transfers, assigns, or otherwise moves an open position to another wallet (including the wallet of another member of the same Squad), or who otherwise attempts to move or consolidate positions among wallets, may be disqualified from the Competition in our sole discretion. We may disregard, void, or adjust any Score, Eligible Trade, or Leaderboard ranking affected by such a transfer.
12. Own Deployments. A position in an Eligible Token that was created, launched or deployed, at any time before or during the Competition Period and on any platform, by the Participant, or through any wallet that we determine is owned, controlled by or associated with the Participant, is not a Counted Position, and no Eligible Trade in that Eligible Token counts toward the Participant’s Score.
13. Concentration Limit. If at any time during the Competition Period an Eligible Wallet holds more than five percent (5%) of the total supply of an Eligible Token (or such other percentage as is stated on the Competition Page), as determined by us, no position of that Eligible Wallet in that Eligible Token is a Counted Position and the Participant’s entire position in that Eligible Token, including any Realized Profit and Loss already recorded on it, is excluded from Score.
14. Settlement Based on Our Records. Settlement of the Competition, including the determination of Scores, Leaderboard rankings, Prize eligibility, and Prize distribution, is based solely on the records maintained by us and our indexer, including our indexer’s record of the on-chain activity of each Eligible Wallet and, in a Perpetuals Competition, the Account State as read and recorded by our scorer. Such records are conclusive and binding, and we will not consider external data, third-party records, screenshots, or other evidence in determining the Final Results.

4A. Squad Competitions

1. Squad Entry. A Squad participates in a Squad Competition only if Squad Entry is completed on or before the Entry Deadline. Where the Competition Page provides for automatic entry, we may enter at the start of the Competition Period, without any action by the Squad Creator, any Squad that exists at that time, that has at least the minimum number of members required under Squad Size below and satisfies any other requirements stated on the Competition Page, and whose Squad Creator is not a Disqualified Participant; a Squad so entered is treated as entered at the start of the Competition Period, and we are not obliged to enter any particular Squad. Squad Entry enters the Squad in the Competition; it does not bind any member of the Squad. Where the Squad Creator completes Squad Entry, the Squad Creator represents only that the Squad Creator satisfies the eligibility requirements in Section 3 and that the Squad is a genuine group of natural persons and not a device to circumvent these Terms.
2. Member Acceptance. Each member of an entered Squad who wishes to participate must separately accept these Terms through the App or any other acceptance mechanism we provide on the Platform before the end of the Competition Period. A member who does not do so is not a Participant in the Squad Competition, that member’s Score is not included in the Squad Score, and that member is not eligible for any share of any Prize. The Leaderboard may display a Squad, and the Scores of its members, before all members have accepted these Terms; no such display confers any right.
3. Squad Size. A Squad is eligible for a Prize only if it has at least two (2) Eligible Members, or such other minimum as is stated on the Competition Page. Where a Squad has more than twenty (20) members (or such other maximum as is stated on the Competition Page) at the Membership Cutoff, only the twenty (20) members who joined the Squad earliest, as recorded by us, are Eligible Members of that Squad; the other members are not Participants in the Squad Competition, their Scores are not included in the Squad Score, and they receive no share of any Prize.
4. Membership Fixed at the Entry Deadline. The members of a Squad for purposes of a Squad Competition are the members of the Squad at the Membership Cutoff, as recorded by us at that time, and a Squad’s membership cannot be changed for purposes of the Competition after the Membership Cutoff. A person who joins a Squad after the Membership Cutoff is not an Eligible Member of that Squad for that Competition: that person’s Score is not included in the Squad Score and that person receives no share of any Prize. A member who leaves a Squad after the Membership Cutoff remains an Eligible Member of that Squad for that Competition: that member’s Score, whether positive or negative, continues to be included in the Squad Score, and that member remains entitled to any share of any Prize determined under this Section 4A, subject to the other requirements of these Terms. A person may be an Eligible Member of only one Squad in any Squad Competition. Any change to a Squad’s membership, or any formation, division or combination of Squads, that we determine in our sole discretion was made to manipulate a Squad Score or the allocation of a Prize constitutes Manipulative Trading.
5. Squad Score and Allocation. Squads are ranked by Squad Score. The Prize allocated on the Competition Page to a Squad’s final rank is divided among that Squad’s Eligible Members pro rata to each Eligible Member’s positive Score as a proportion of the sum of the positive Scores of all Eligible Members of that Squad. An Eligible Member whose Score is zero or negative receives no share of the Prize, although that Score is still included in the Squad Score. Each Eligible Member’s share is paid directly to that member’s Eligible Wallet in accordance with Section 5, including any identity verification we require, which is applied to each Eligible Member individually. No member of a Squad has any right to, or any claim against us in respect of, any other member’s share.
6. Coordination within a Squad. Membership of a Squad does not by itself constitute coordination for purposes of the definitions of Artificial Activity, Wash Trade or Manipulative Trading. Transfers of positions between the wallets of members of the same Squad are not counted toward Score, as provided in Transfers and Deployments within a Squad below. However, trades between the wallets of members of the same Squad, transfers of positions between such wallets made in order to influence a Score, a Squad Score or the allocation of a Prize, and any arrangement in which members of a Squad trade in a digital asset in order to influence its price for the benefit of another member’s position, constitute Manipulative Trading. Where a member of a Squad engages in Manipulative Trading or is otherwise a Disqualified Participant, we may, in our sole discretion, exclude that member and recalculate the Squad Score, or disqualify the entire Squad, including where we determine that the conduct was coordinated among members or involved the Squad Creator.
7. Transfers and Deployments within a Squad. Where units of an Eligible Token are transferred, directly or indirectly, between the wallets of members of the same Squad, the transfer is not an Eligible Trade, and no position of the receiving member in that Eligible Token is a Counted Position. A position in an Eligible Token that was created, launched or deployed, at any time before or during the Competition Period and on any platform, by any other member of the same Squad (or through a wallet we determine is associated with that member) is not a Counted Position of any member of that Squad, and no Eligible Trade in that Eligible Token counts toward any member’s Score. This paragraph applies in addition to Own Deployments and Concentration Limit in Section 4.
8. Squad Identity. Squad names, images and descriptions are User Materials subject to the Terms of Use and the Trademark Guidelines. Use of a Squad name, image or description that impersonates any person, implies a verification, endorsement or affiliation that does not exist, or is otherwise misleading, is grounds for disqualification of the Squad in our sole discretion.

4B. Perpetuals Competitions

1. Application. This Section 4B applies to each Perpetuals Competition. Sections 3, 4 and 4A apply to a Perpetuals Competition except as this Section 4B provides otherwise. In a Perpetuals Competition, Score, Realized Profit and Loss and Unrealized Profit and Loss have the meanings given in this Section 4B in place of those given in Section 2 and Section 4; Eligible Tokens, Eligible Trades and Counted Positions are not measured; Own Deployments and Concentration Limit in Section 4 do not apply; and the positions in Perpetual Contracts on each Participant’s Linked Hyperliquid Account are measured instead.
2. Eligibility. In addition to the requirements of Section 3, a Participant in a Perpetuals Competition (a) must not be a Perps-Restricted Person as defined in Section 30B.2 of the Terms of Use, which includes any person located in, resident of or organized in the United States of America or the Province of Ontario, Canada, and any person to whom the Perpetuals Feature is otherwise unavailable under the Terms of Use or the Hyperliquid Terms; (b) must participate through an Eligible Wallet on the Solana network, to which any Prize is paid; and (c) must have a Linked Hyperliquid Account recorded under this Section 4B, failing which the Participant has no Score. The Wallet Ownership requirements of Section 3 apply to the Linked Hyperliquid Account and to the key that controls it. Where the same Hyperliquid account is claimed as the Linked Hyperliquid Account of more than one Eligible Wallet, it is measured only for the Eligible Wallet for which we first recorded it, no Score is recorded for any other Eligible Wallet claiming it, and we may disqualify each of them.
3. Linked Hyperliquid Account Fixed at the Recording Time. The Linked Hyperliquid Account is recorded by us at the Recording Time and is the only Hyperliquid account measured for that Participant for the whole of the Competition. Linking a different Hyperliquid account to the Eligible Wallet after the Recording Time does not change the Linked Hyperliquid Account for the Competition, and activity on any other Hyperliquid account is not measured. A Participant for whom no Linked Hyperliquid Account exists at the Recording Time is measured only from the time, if any, at which we first record one for that Participant before the end of the Competition Period.
4. Joining and Automatic Entry. A Participant joins a Perpetuals Competition through the App or any other joining mechanism we provide on the Platform, and accepts these Terms, during the registration window stated on the Competition Page, the close of which is the Entry Deadline and which may fall before, at or after the start of the Competition Period. Where the Competition Page provides for automatic entry, we may enter in the Competition, without any action by the user, each Eligible Wallet whose Linked Hyperliquid Account has been activated on Hyperliquid, or such narrower group of Eligible Wallets as the Competition Page states, at the start of the Competition Period and at intervals during it; an Eligible Wallet so entered is treated as having joined at the time we enter it, and we are not obliged to enter any particular Eligible Wallet. Automatic entry does not activate, fund or trade on any Hyperliquid account, and does not make the Perpetuals Feature available to any person to whom it is not available under the Terms of Use. Automatic entry does not bind the user. A user whose Eligible Wallet is entered automatically becomes a Participant, and is eligible for a Prize, only if the user accepts these Terms through the App or any other acceptance mechanism we provide on the Platform before the end of the Competition Period. The Leaderboard may display an automatically entered Eligible Wallet, and its Score, before the user has accepted these Terms; no such display confers any right, and a user who has not accepted these Terms before the end of the Competition Period is not a Participant, is excluded from the Final Results and receives no Prize.
5. Perps Fills Count Wherever Placed. Every Perps Fill on the Linked Hyperliquid Account during the Participant’s Scoring Window is measured, whether the order was placed through the Platform, through Hyperliquid directly or through any other interface, and whether the position is cross-margined or isolated. The exclusion of transactions on Third-Party Platforms in Section 2 and Section 6 does not apply to Perps Fills. Placing orders on Hyperliquid by automated means is not, by itself, Artificial Activity; Wash Trades, trades between accounts owned, controlled by or coordinated with the Participant, and the other conduct described in Section 4 and in Manipulation in Perpetuals Competitions below remain prohibited. Activity on the Linked Hyperliquid Account other than in Perpetual Contracts, including spot trading, vault deposits and staking, is not measured, and deposits to and withdrawals from the Linked Hyperliquid Account do not affect Score. We may identify on the Competition Page, or determine under Section 4 at any time, a Perpetual Contract market that is not measured, in which case the Perps Fills, funding payments, open positions and Seed Time value of any position in that market are excluded from Score.
6. Scoring Window and Seed Time. A Participant’s Scoring Window runs from the Participant’s Seed Time to the end of the Competition Period. Until the Seed Time the Participant has no Score, and nothing that occurs on the Linked Hyperliquid Account before the Seed Time counts toward Score. Where a Participant joins after the start of the Competition Period, the Scoring Window runs from that Participant’s Seed Time and not from the start of the Competition Period. We do not warrant when, or that, our scorer will read the Account State, and a Participant whose Account State is never read has no Score.
7. Score. Score is the sum of Realized Profit and Loss and Unrealized Profit and Loss, denominated in US Dollars, as determined by us from the Account State. Realized Profit and Loss is the net profit or loss on the Perps Fills during the Scoring Window that reduce or close a position, after deducting the trading fees charged on every Perps Fill during the Scoring Window, including fills that open or increase a position (and including the fees payable to us as set out on the Fees Page), and after adding funding payments received, and deducting funding payments paid, during the Scoring Window. Unrealized Profit and Loss is the unrealized profit or loss on the positions open on the Linked Hyperliquid Account, at the Hyperliquid Mark Price, as reported in the most recent Account State read by our scorer; it changes with each read and may not equal the amount realized when a position is closed. The loss on a liquidation, auto-deleveraging or forced closure effected by Hyperliquid counts toward Score. Score is a US Dollar amount and not a percentage return on collateral, margin or any other base, unless the Competition Page states another basis for ranking.
8. Positions Open at the Seed Time. Unless the Competition Page states that seeding is off, a position that is open on the Linked Hyperliquid Account at the Seed Time is measured only for its change in value after the Seed Time: the Unrealized Profit and Loss on that position at the Seed Time, as reported in the Account State read at the Seed Time, is deducted from Score for the rest of the Competition, whether the position is later closed, reduced, increased or still open at the end of the Competition Period, so that every Participant’s Score is zero at the Seed Time. Where the Competition Page states that seeding is off, notwithstanding Scoring Window and Seed Time above, a position open at the Seed Time is measured at its full Unrealized Profit and Loss, including any profit or loss accrued before the Seed Time; Realized Profit and Loss is measured from the start of the Competition Period rather than from the Seed Time, including for a Participant who joins after that start; and Participants’ Scores are not zero at the Seed Time.
9. Leaderboard. The Leaderboard for a Perpetuals Competition is republished at the cadence of our scorer, may show only the highest-ranked Participants or Squads, and may show Realized Profit and Loss and Unrealized Profit and Loss separately. Preliminary Leaderboards Are Unofficial and Leaderboard Updates and Data Accuracy in Section 4 apply, and the Leaderboard may also be delayed, incomplete or inaccurate because of the availability of Hyperliquid or of the data it reports.
10. Finalization. At the end of the Competition Period, Unrealized Profit and Loss is fixed for all Participants at the Hyperliquid Mark Prices reported in the first complete read of the Account State at or after the end of the Competition Period, which may occur later than the end time stated on the Competition Page; any change in the Hyperliquid Mark Price between that end time and that read counts toward Score and is at the Participant’s risk. Realized Profit and Loss is settled from the Account State read after the end of the Competition Period, counting only Perps Fills and funding payments that Hyperliquid records as occurring before the end of the Competition Period. A Participant’s Score is finalized on the first complete read of the Account State after a grace period of one (1) hour following the end of the Competition Period, or such other period as is stated on the Competition Page; the Final Results are then determined in rank order and, once published, replace the Leaderboard. Where the Account State of a Linked Hyperliquid Account cannot be read, we may finalize that Participant’s Score from the most recent complete read available to us or exclude that Participant from the Final Results, in our sole discretion.
11. Manipulation in Perpetuals Competitions. In addition to Section 4, the following constitute Manipulative Trading in a Perpetuals Competition: (a) holding or opening opposite positions in the same or related Perpetual Contracts across Hyperliquid accounts, Eligible Wallets or Squads that we determine are owned, controlled by or coordinated with the Participant, so that one side is measured for a Prize while the other is not; (b) trades between the Linked Hyperliquid Account and any other account owned, controlled by or coordinated with the Participant, or orders placed so as to be filled against such an account; (c) conduct intended to trigger liquidations of, or to distort any oracle, index or mark price used by, any Perpetual Contract; and (d) participating, or attempting to improve any standing, through a Hyperliquid account that the Participant does not solely own and control or through another person’s Hyperliquid account, Wallet or signing key. Transfer of Open Positions in Section 4 applies to the transfer of positions or collateral between Hyperliquid accounts.
12. Hyperliquid and Our Records. Hyperliquid is a third-party protocol that no Pump Entity operates or controls, as described in Section 30B of the Terms of Use, and a Participant’s use of it is governed by the Hyperliquid Terms. Settlement Based on Our Records in Section 4 applies to a Perpetuals Competition with the Account State as read and recorded by our scorer being our records; Hyperliquid’s own trade history, statements and user interface, data from any other interface, and screenshots are not considered. Our right under Section 4 to modify, correct or adjust the scoring methodology and calculations extends to any error in the Account State or in our reading of it, including any delayed, incomplete or failed read and any discrepancy between the Account State and Hyperliquid’s own records.
13. Squad Perpetuals Competitions. Where a Perpetuals Competition is a Squad Competition, Section 4A applies with each Eligible Member’s Score determined under this Section 4B, and references in Section 4A to Eligible Trades, Counted Positions and Eligible Tokens are read as references to Perps Fills and positions in Perpetual Contracts on the member’s Linked Hyperliquid Account. Transfers and Deployments within a Squad in Section 4A does not apply to a Perpetuals Competition.

5. Prizes and Prize Eligibility

1. Reward Pool and Prizes. The total Reward Pool and the prizes, awards, or distributions available in connection with a Competition (each, a “Prize”) are set out on the Competition Page. Prizes will be allocated among eligible Participants (in a Solo Competition) or Squads (in a Squad Competition) based on final standing on the Leaderboard as reflected in the Final Results, in the amounts and according to the allocation stated on the Competition Page. We may modify the Reward Pool or the allocation of Prizes as provided in these Terms. Prizes will be awarded in $USDC tokens, or an equivalent stablecoin.
2. Right to Modify or Cancel. We reserve the right, in our sole discretion and at any time, to modify, suspend, or cancel the Competition, the Reward Pool, or any Prize, or to change the number, value, or allocation of Prizes, including for reasons relating to fraud, technical failure, suspected Manipulative Trading, or any cause that compromises the integrity or proper administration of the Competition, in each case without notice or liability to any Participant.
3. Prize Eligibility. To be eligible to receive a Prize, a Participant must, at all relevant times and as of the publication of the Final Results, satisfy all eligibility requirements set forth in these Terms, not be a Disqualified Participant, have participated through a valid Eligible Wallet, and have complied with all of these Terms. We may withhold or revoke any Prize from a Participant who does not satisfy these requirements.
4. Identity Verification. We may require any Participant (including, in a Squad Competition, any Eligible Member individually), as a condition of receiving a Prize or a share of a Prize, to verify their identity, age, eligibility, and ownership and control of their Eligible Wallet, and to complete any know-your-customer (“KYC”), anti-money-laundering, or sanctions screening procedures we deem necessary. We may withhold a Prize or share until such verification is completed to our satisfaction, and a Participant who fails or refuses to complete verification may be disqualified and forfeit any Prize or share. Verification completed by a Squad Creator does not satisfy a requirement imposed on any other member of the Squad.
5. Prize Distribution. Prizes will be distributed following the publication of the Final Results and the completion of any identity verification we require of the recipient, in the form determined by us, and will be paid to the Eligible Wallet associated with the winning Participant or Eligible Member unless we determine otherwise. In a Squad Competition, each Eligible Member’s share is distributed automatically to that member’s Eligible Wallet once any identity verification we require of that member has been completed. We are not responsible for any Prize sent to a wallet address that is inaccurate, inaccessible, or no longer controlled by the Participant, and any such Prize will be deemed delivered.
6. Unclaimed or Forfeited Prizes. Where we require identity verification, the Participant or Eligible Member must complete it within thirty (30) days after publication of the Final Results or, if later, our request. If a Prize, or an Eligible Member’s share of a Prize, has not been claimed by completing any required identity verification within that period, or cannot be delivered, or is forfeited, including because the Participant is determined to be a Disqualified Participant, fails to satisfy any eligibility or verification requirement, or provides an invalid or inaccessible Eligible Wallet, that Prize or share reverts to the Reward Pool. A reverted share of a Squad’s Prize is not redistributed to the other members of that Squad, and we have no obligation to award any reverted Prize or share.
7. No Cash Alternative or Substitution. Prizes are non-transferable and non-assignable, and no cash or other alternative will be provided in lieu of a Prize, except that we may, in our sole discretion, substitute a Prize of equal or greater value. Each Prize is awarded “as is,” and we make no representations or warranties of any kind with respect to any Prize.
8. Taxes. Each Participant is solely responsible for any and all taxes, levies, or duties arising from or relating to the receipt of any Prize (or other participation in the contest), regardless of jurisdiction. We may withhold from any Prize amounts required to be withheld under applicable law and may require a Participant to provide tax documentation as a condition of receiving a Prize. We may, in our sole discretion, file any required informational tax returns or disclosures in any jurisdiction relating to the prizes.

6. Disclosures

1. No Fiduciary Relationship. Nothing in these Terms or in connection with the Competition creates any fiduciary, advisory, agency, partnership, or similar relationship between us and any Participant. Each Participant acts solely on their own behalf and at their own risk.
2. Compliance with Laws. Each Participant is solely responsible for ensuring that their participation in the Competition and their use of the Platform comply with all laws, rules, and regulations applicable to them, including any registration, licensing, reporting, or tax obligations. Participation is void where prohibited or restricted by applicable law.
3. Regulatory Uncertainty. The legal and regulatory treatment of digital assets and related activities is uncertain and continues to evolve and may vary by jurisdiction. Changes in applicable laws, regulations, or their interpretation or enforcement could adversely affect the Competition, the Platform, the digital assets involved, or a Participant’s ability to participate or receive a Prize.
4. Risks of Digital Assets. Trading digital assets involves substantial risk, including extreme price volatility, illiquidity, total loss of value, smart contract and technological vulnerabilities, network failures, and the irreversibility of blockchain transactions. Each Participant acknowledges and assumes all such risks and is solely responsible for any losses incurred in connection with their participation in the Competition.
5. Perpetual Contracts. Perpetual Contracts are leveraged instruments. Trading them can result in the rapid loss of all collateral posted; Hyperliquid may liquidate a position automatically and without notice at prices determined by its own oracle, mark price and liquidation mechanics; and funding payments may accrue against an open position. A Perpetuals Competition measures the profit and loss on the positions in Perpetual Contracts that a Participant independently chooses to take. It does not require, recommend or solicit any position, any level of leverage or any position size, and ranking by US Dollar profit may favour larger positions and higher leverage, which also increase the risk of loss. Each Participant is solely responsible for determining whether trading Perpetual Contracts is lawful for them and for all losses on the Linked Hyperliquid Account. The Risk Warning and Section 30B of the Terms of Use apply to a Participant’s use of the Perpetuals Feature.
6. No Investment, Financial, Legal, or Tax Advice. Nothing in these Terms, the Platform, or the Competition constitutes investment, financial, legal, accounting, or tax advice, or a recommendation, solicitation, or offer to buy, sell, or hold any digital asset. Participants are solely responsible for their own trading decisions and should consult their own professional advisors before participating.
7. No Separate Entry Fee. There is no separate entry fee, registration fee, purchase price, or other payment required to enter or participate in the Competition itself. Participation in the Competition is free. A Participant is not required to place any trade, purchase any asset, or pay any amount to us in order merely to enter, appear on the Leaderboard, or otherwise participate in the Competition, except that any Participant who chooses to engage in trading through the Platform remains solely responsible for the ordinary trading activity and any associated network fees, platform fees, and other transaction costs applicable to such independently chosen activity.
8. Independent Trading Decisions. Each Participant acknowledges and agrees that any decision to buy, sell, hold, or otherwise trade any digital asset, whether through the Platform or a Third-Party Platform, is made independently of the Competition, in the Participant’s sole discretion, and for the Participant’s own account and risk. The Competition does not require, direct, recommend, or solicit any particular trade, trading strategy, frequency of trading, volume of trading, or holding period, and no Participant is required to undertake any trading activity in order to participate in the Competition itself.
9. Competition Measures Voluntarily Undertaken Activity. The Competition merely tracks and measures the trades and related positions that a Participant independently and voluntarily chooses to undertake, through the Platform or a Third-Party Platform, during the Competition Period, and scores them as set forth in these Terms. The Competition does not create any obligation to trade and does not alter the nature of any underlying trading activity, which remains separate from and incidental to participation in the Competition. Any Score, Leaderboard ranking, or Prize eligibility is based solely on the measurement of such independently undertaken activity in accordance with these Terms.
10. No App Store Sponsorship. The Competition is in no way sponsored, endorsed, administered by, or associated with Apple Inc., Google LLC, or the operators of any application marketplace through which the Platform is made available. Any questions, comments, or complaints regarding the Competition must be directed to us and not to such parties.
11. Visibility of Competition Data. Each Participant acknowledges that their wallet address, Score, Leaderboard ranking, in a Perpetuals Competition, the address of their Linked Hyperliquid Account and the positions and profit and loss on it, and, in a Squad Competition, their Squad, their share of the Squad Score and their share of any Prize may be displayed on the Leaderboard and to other members of their Squad. Personal data collected for identity verification is processed in accordance with the Privacy Notice.
12. Third-Party Platforms. We do not operate, control or endorse any Third-Party Platform. Any trade a Participant executes through a Third-Party Platform is governed by that platform’s own terms and is undertaken at the Participant’s sole risk. We are not responsible for the availability, pricing, execution, fees or security of any Third-Party Platform, and no trade executed through a Third-Party Platform is an Eligible Trade, except that in a Perpetuals Competition Perps Fills on the Linked Hyperliquid Account are measured as provided in Section 4B whatever the interface through which the order was placed. Where a Third-Party Platform routes, batches, wraps or otherwise obscures a transaction so that it cannot be attributed to an Eligible Wallet or priced by our indexer, that transaction and any resulting position may be excluded from Score in our sole discretion.

7. Intellectual Property

1. Ownership. We and our licensors own all right, title, and interest in and to the Platform, the Competition, and all related content, software, trademarks, service marks, logos, trade names, and other intellectual property, including all associated intellectual property rights. Participation in the Competition does not transfer or grant any ownership interest in such intellectual property to any Participant.
2. Restrictions. Participants may not copy, reproduce, distribute, modify, create derivative works of, reverse engineer, or otherwise use any of our intellectual property except as expressly permitted by these Terms or with our prior written consent. No license or right is granted to any Participant except as expressly set forth herein, and all rights not expressly granted are reserved.
3. Publicity. Except where prohibited by applicable law, each Participant grants us a non-exclusive, worldwide, royalty-free license to publish, display, and use the Participant’s wallet address, username, Score, Leaderboard ranking, Linked Hyperliquid Account address and positions, Squad name and image, Squad Score, share of Squad Score, and Competition results for purposes of administering, announcing, and promoting the Competition and our products and services, without further notice, compensation, or consent.
4. Feedback. If a Participant provides any suggestions, ideas, comments, or other feedback relating to the Competition or the Platform (“Feedback”), the Participant grants us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and exploit such Feedback for any purpose, without compensation or attribution to the Participant.

8. Limitation of Liability

1. Disclaimer of Warranties. The Competition and the Platform are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by applicable law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties that the Competition or the Platform will be uninterrupted, secure, accurate, error-free, or free of harmful components.
2. Limitation on Amount. To the maximum extent permitted by applicable law, our total aggregate liability to any Participant arising out of or relating to the Competition, the Platform, or these Terms will not exceed one hundred U.S. dollars (US$100).
3. Exclusion of Certain Damages. To the maximum extent permitted by applicable law, in no event will we, or our respective officers, directors, employees, agents, or licensors, be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, digital assets, or trading opportunities, arising out of or relating to the Competition, the Platform, or these Terms, whether based in contract, tort, strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages.
4. Application of Limitations. The limitations and exclusions of liability set forth in this Section apply to the fullest extent permitted by applicable law, reflect a reasonable allocation of risk between the parties, and form an essential basis of the bargain between us and each Participant. These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations or exclusions of liability, so some of the foregoing may not apply to a Participant to the extent prohibited by applicable law.

9. Indemnification

1. Indemnification. To the maximum extent permitted by applicable law, each Participant agrees to indemnify, defend, and hold harmless us and our respective officers, directors, employees, agents, and licensors (collectively, the “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Participant’s participation in the Competition or use of the Platform; (b) the Participant’s Eligible Trades, trading activity, or digital asset transactions; (c) the Participant’s breach or alleged breach of these Terms or any representation or warranty made herein; (d) the Participant’s violation of any applicable law, rule, or regulation, or the rights of any third party; and (e) any taxes, levies, or duties for which the Participant is responsible in connection with any Prize or participation in the Competition.
2. Defense and Settlement. We may, at our option and expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by a Participant, in which case the Participant agrees to cooperate with our defense of such claim. The Participant may not settle any claim subject to indemnification without our prior written consent, and we will not settle any claim in a manner that imposes a non-indemnified liability or obligation on the Participant without the Participant’s consent, such consent not to be unreasonably withheld.
3. Survival. The indemnification obligations set forth in this Section survive the conclusion, suspension, or cancellation of the Competition, the distribution of Prizes, and any termination of a Participant’s participation in the Competition, and continue in effect with respect to any claim arising out of or relating to events occurring during or in connection with the Competition.

10. Disputes

1. Informal Dispute Resolution. Before commencing any arbitration, a Participant must first contact us in writing at legal@pump.fun and provide a brief description of the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute informally for a period of thirty (30) days from the date of such notice. If the dispute is not resolved within that period, either party may commence arbitration in accordance with this Section.
2. Governing Law. These Terms, and any dispute, controversy, or claim arising out of or relating to them, the Competition, or the Platform, are governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of laws principles.
3. Agreement to Arbitrate. Except as otherwise provided in this Section, any dispute, controversy, or claim arising out of or relating to the Competition, the Platform, or these Terms, including any question regarding their existence, validity, breach, or termination, that is not resolved informally will be referred to and finally resolved by binding arbitration administered by the BVI International Arbitration Centre (the “BVI IAC”) in accordance with the BVI IAC Arbitration Rules (the “BVI IAC Rules”) then in force, which rules are deemed incorporated by reference into this Section. The seat, or legal place, of arbitration will be Road Town, Tortola, British Virgin Islands.
4. Arbitration Procedures. The arbitration will be conducted before a sole arbitrator, unless the BVI IAC Rules require otherwise. The language of the arbitration will be English. The arbitrator has the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable. The award of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
5. Class Action Waiver. To the maximum extent permitted by applicable law, all disputes will be resolved on an individual basis only. Each Participant and we waive any right to bring or participate in any class, collective, consolidated, or representative action or proceeding, and the arbitrator may not consolidate the claims of more than one person or preside over any form of class, collective, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this Class Action Waiver is found to be unenforceable, then the entirety of this arbitration agreement will be null and void as to the affected claims, but not otherwise.
6. Confidentiality. The arbitration, including its existence, the proceedings, all submissions and evidence, and any award, will be kept confidential by the parties, except to the extent disclosure is required by applicable law, to enforce or challenge an award, or to obtain interim relief.
7. Waiver of Jury Trial. To the maximum extent permitted by applicable law, each Participant and we hereby knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to the Competition, the Platform, or these Terms, whether in contract, tort, or otherwise, and whether brought in arbitration, court, or any other forum. Each Participant acknowledges that this waiver is a material inducement to our agreement to permit participation in the Competition.
8. Severability; Survival. If any portion of this Section is found to be unenforceable or unlawful, the remaining provisions will remain in full force and effect. If the Class Action Waiver is found to be unenforceable as to a particular claim or request for relief, that claim or request for relief will be severed and adjudicated in a court of competent jurisdiction, while all other claims will continue to be resolved by arbitration. This Section survives the termination of a Participant’s participation in the Competition and any conclusion, suspension, or cancellation of the Competition.

11. Miscellaneous

1. Entire Agreement. These Terms (including the applicable Competition Page), together with the Pump Terms, constitute the entire agreement between us and each Participant with respect to the Competition and supersede all prior or contemporaneous understandings, agreements, representations, and communications, whether written or oral, relating to the Competition, including any summary of rules displayed in the App. Conflicts between these Terms and the Pump Terms are resolved as stated in Section 1.
2. Amendments. We may modify these Terms at any time in our sole discretion by posting the amended version on the Platform or otherwise making it available. A Competition Page may be updated before the start of the applicable Competition Period without constituting an amendment of these Terms. We will use reasonable efforts to notify Participants of material modifications. The amended Terms are effective upon the earlier of (a) forty-eight (48) hours after posting, or (b) a Participant’s continued participation in the Competition after such posting, which constitutes acceptance of the amended Terms.
3. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
4. No Waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us, and no waiver of any breach will constitute a waiver of any other or subsequent breach.
5. Assignment. A Participant may not assign or transfer any of their rights or obligations under these Terms without our prior written consent, and any attempted assignment in violation of this Section is void. We may freely assign or transfer these Terms, in whole or in part, without restriction or notice.
6. Notices. We may provide notices to Participants by posting them on the Platform, through the App, or by any other reasonable means. Notices are deemed given when posted or otherwise sent. Participants must provide notices to us in writing at legal@pump.fun.
7. Force Majeure. We will not be liable or responsible for any failure or delay in performance arising from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or network failures, blockchain or smart contract failures, congestion or forks, power outages, or other technical failures.
8. Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, agency, employment, or similar relationship between us and any Participant. Each party is an independent contractor with respect to the other.
9. No Third-Party Beneficiaries. Except for the Indemnified Parties, these Terms do not confer any rights or remedies on any person other than the parties, and no third party is entitled to enforce any provision of these Terms.
10. Headings. Section headings and titles are included for convenience only and do not affect the interpretation or construction of these Terms.
11. Language. These Terms are drafted in the English language, which is the controlling language. Any translation is provided for convenience only, and in the event of any conflict, the English version controls.
12. Electronic Communications. Each Participant consents to receive communications from us in electronic form and agrees that all notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
13. Contact. Questions, notices, or communications regarding the Competition or these Terms may be directed to us at legal@pump.fun, or such other address as we may designate.