Terms of Service
Effective Date: JAN-01-2025 Entity: SHILLBILL LLC, a Delaware company (“ShillBill,” “we,” “us,” or “our”) Registered Address: - Contact: legal@shillbill.org
These Terms of Service (the “Terms”) constitute a binding agreement between you (“you” or “User”) and ShillBill governing your access to and use of: (a) the website at shillbill.org (the “Site”); (b) ShillBill’s Telegram bot(s), widgets, SDKs, APIs, and related software (collectively, the “Bot”); and (c) any dashboards, documentation, and other services provided by ShillBill (together with the Site and the Bot, the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Eligibility; Compliance
1.1 Age and Capacity. You must be at least 18 years old (or the age of majority where you reside) and have the legal capacity to enter into these Terms. 1.2 Sanctions and Restricted Locations. You represent that you are not: (a) located in, organized in, or a resident of a jurisdiction subject to comprehensive sanctions or embargoes; (b) listed on any applicable sanctions list (including OFAC, UK HMT, EU, or UN lists); or (c) otherwise prohibited from using the Services under applicable law. We may restrict or terminate access where required by law or our risk policies. 1.3 Compliance with Law. You are solely responsible for complying with all laws, rules, and regulations applicable to your use of the Services, including tax, AML/CTF, securities/commodities, and export controls.
2. Nature of the Services; Semi-Custodial Model
2.1 Software; Third Parties. The Services provide software that displays token information and facilitates trade initiation within Telegram on supported networks (currently including Solana). Trade execution/settlement occur via third-party protocols and wallets you choose; those are governed by their own terms and privacy policies. We do not control third-party services and disclaim responsibility for them. 2.2 Semi-Custodial Architecture. The Services operate under a semi-custodial model designed to enable on-chain execution with automation: (a) a wallet is generated for each user; (b) private keys are encrypted and stored on backend infrastructure and accessed only to process actions you authorize (e.g., a trade or withdrawal); (c) you retain ownership of the wallet and may export private keys/seed phrases to access funds independently of ShillBill; and (d) wallet instances are logically isolated. 2.3 Authorization to Act. You authorize ShillBill and its service providers to use the wallet keys associated with your account to sign and submit transactions strictly in accordance with your instructions, including pre-authorized automation you configure (e.g., conditional buy/sell, slippage parameters). Where required, the Bot will prompt for confirmation. 2.4 Custody Clarifications. ShillBill does not take custody of fiat currency. Digital assets remain on-chain in wallets associated with your account; however, because ShillBill holds encrypted key material to facilitate your authorized actions, certain jurisdictions may characterize aspects of the model as custodial for limited purposes. You should export and securely store your seed phrase and maintain independent access to your funds. 2.5 Emergency/Compliance Holds. Where legally required or reasonably necessary to protect users or the platform (e.g., suspected compromise, exploit, sanctions screening, fraud), we may pause automated actions, disable triggers, or restrict key usage and request information for compliance review.
3. Accounts; Security
3.1 Accounts and Linking. Some features require linking a Telegram account and/or wallet. You must provide accurate information and keep it current. 3.2 Security Measures. We implement layered security (including key encryption and secure signing). You are responsible for the security of your devices, Telegram account, private keys, and seed phrases. We will never request your seed phrase. 3.3 Best Practices. Use strong credentials/2FA; avoid maintaining large idle balances; export and re-secure funds if suspicious activity is detected.
4. Fees; Pricing; Changes
4.1 Platform Fee. Eligible trades executed via the Services are subject to a 1.0% platform fee (the “Platform Fee”). 4.2 Other Fees. Network (gas) fees, protocol/DEX fees, and any third-party charges are separate and not controlled by ShillBill. 4.3 Changes. We may modify fees prospectively by posting updates on the Site/Bot or in the dashboard. 4.4 Taxes. Fees are exclusive of taxes. You are responsible for all taxes arising from your use of the Services or from any rewards or payouts you receive.
5. Referral and Revenue-Share Program
5.1 Program. ShillBill may operate an optional referral and revenue-share program (the “Program”). Subject to these Terms and the program rules shown in your dashboard or documentation (the “Program Rules”), a portion of the Platform Fee on eligible transactions may be shared with eligible participants. 5.2 Illustrative Split. As of the Effective Date, an illustrative allocation of the Platform Fee is: 40% to the originating creator/shiller, 30% to direct referrers (Level 1), and 10% to referrers of referrers (Level 2). The actual split, eligibility criteria, payout assets, minimum thresholds, cadence, attribution windows, and exclusions are as set forth in the Program Rules and may change from time to time. 5.3 Attribution; Clawback. Attribution may rely on links, codes, wallet associations, or Telegram identifiers. We may adjust or reverse attribution, and forfeit or claw back rewards, to address errors, fraud, manipulation, or violations. 5.4 Taxes. You are solely responsible for reporting and paying taxes due in connection with Program rewards.
6. Trading; Automation; Execution Risks
6.1 Automation. You may configure conditional orders (e.g., price triggers, TP/SL) and execution parameters (e.g., slippage). Triggers are evaluated by our systems and may submit transactions under your prior authorization; some actions may require confirmation. Orders can fail due to illiquidity, RPC errors, slippage limits, token restrictions, or network conditions. 6.2 No Assurance. We do not guarantee execution, pricing, slippage, liquidity, finality, or availability. Protective checks or heuristics, where offered, are convenience features only and are not assurances.
7. Acceptable Use
You will not use the Services for any illegal purpose (including sanctions evasion, money laundering, terrorist financing, fraud, or market manipulation), infringe IP or privacy rights, interfere with or disrupt the Services, circumvent security/rate limits, reverse engineer except to the extent permitted by law, or engage in abusive shilling or deceptive practices.
8. Intellectual Property; License
The Services and related IP are owned by ShillBill or its licensors. Subject to these Terms, ShillBill grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your personal or permitted commercial use. You grant ShillBill a non-exclusive, worldwide, royalty-free, perpetual license to use feedback you provide to improve the Services.
9. Third-Party Links and Data
The Services may reference or link to third-party resources (e.g., Solana Explorer, Pump.fun, Dexscreener, Birdeye, Solscan). These are independent services. We do not endorse or control third-party content or listings and are not responsible for losses arising from their use. You access third-party resources at your own risk.
10. Risk Disclosure; No Advice
Digital asset transactions involve significant risk, including extreme volatility, loss of principal, failed or partially filled transactions, MEV/front-running, smart-contract bugs, malicious tokens (including rugs/honeypots), protocol exploits, network congestion or reorgs, and adverse regulatory/tax changes. Nothing in the Services constitutes investment, legal, accounting, or tax advice. You are solely responsible for your decisions and for verifying contract addresses and suitability.
11. Privacy
Your use of the Services is subject to our Privacy Policy (as posted and updated from time to time): https://shillbill.gitbook.io/docs/legal/privacy-policy By using the Services, you consent to the practices described therein. For privacy inquiries, contact legal@shillbill.org.
12. Changes; Suspension
We may modify, suspend, or discontinue any part of the Services (including fees and the Program) where commercially reasonable or required by law. We may pause automation, disable triggers, or restrict access in connection with compliance reviews, suspected fraud, security incidents, or risk management.
13. Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHILLBILL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHILLBILL’S AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO SHILLBILL IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED.
15. Indemnification
You agree to indemnify, defend, and hold harmless ShillBill and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms or applicable law; or (c) your violation of any third-party right.
16. Term; Termination; Survival
These Terms remain in effect while you access or use the Services. We may terminate or suspend access immediately (with or without notice) for any reason permitted under these Terms. Upon termination, your right to use the Services ceases; sections intended to survive (including Fees, Program, IP, Third-Party Links, Risks, Privacy, Disclaimers, Limitation of Liability, Indemnification, Governing Law/Dispute) survive termination.
17. Governing Law; Dispute Resolution
17.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to them or the Services (each, a “Dispute”) are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws principles and subject to the Federal Arbitration Act (“FAA”) with respect to Section 17.3.
17.2 Informal Resolution. Before commencing arbitration or litigation, the parties shall first attempt in good faith to resolve any Dispute by providing written notice to the other party at legal@shillbill.org describing the Dispute and the requested relief. If the Dispute is not resolved within 30 days of notice, either party may proceed under this Section 17.
17.3 Binding Arbitration (United States Residents Only). If you are domiciled in, resident of, or bring a claim in the United States or its territories (“US Resident”), any Dispute will be resolved exclusively and finally by binding arbitration, rather than in court, except that either party may (a) bring an individual action in a small-claims court of competent jurisdiction, or (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property or proprietary rights or unauthorized access/use of the Services.
17.4 Rules; Forum; Delegation. Arbitration shall be administered by the American Arbitration Association (“AAA”): (a) for individuals using the Services primarily for personal/household purposes, under the AAA Consumer Arbitration Rules; (b) for all others, under the AAA Commercial Arbitration Rules; in each case as modified by this Section 17 and the FAA. The seat/place of arbitration is Wilmington, Delaware, USA. The language is English. A single neutral arbitrator will be appointed. The arbitrator shall have exclusive authority to resolve all disputes regarding arbitrability, scope, and enforceability of this Section 17 (the delegation clause), consistent with the FAA.
17.5 Procedures; Fees. The arbitrator may conduct hearings by video/teleconference where appropriate. Discovery shall be limited to that necessary for a fair resolution. For consumer arbitrations, ShillBill will pay arbitration filing, administration, and arbitrator fees to the extent required by the AAA rules; otherwise, fees shall be allocated by the arbitrator. The arbitrator may award individual monetary or injunctive relief available under applicable law but may not award relief for, or against, anyone who is not a party.
17.6 Class-Action Waiver; Jury Waiver. ARBITRATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDINGS ARE NOT PERMITTED. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO A JURY TRIAL. If a court of competent jurisdiction finds this Section 17.6 unenforceable as to a particular claim or request for relief, then that claim/request (and only that portion) must be severed and litigated in a court specified in Section 17.8; the remainder shall be arbitrated.
17.7 Mass-Arbitration Administrative Adjustment. If 25 or more substantially similar demands are filed against ShillBill by the same counsel or coordinated entities within 90 days, the AAA shall (a) group the filings into batches of up to 25 cases; (b) administer a bellwether for the first batch; (c) stay the remainder pending reasoned awards in the bellwether; and (d) use the awards to facilitate global resolution or further batching. Any party may invoke this protocol; the arbitrator(s) shall have authority to manage fees and proceedings to ensure a fair and efficient process consistent with the AAA rules and the FAA.
17.8 Court Venue (Non-US Users; Non-Arbitrable Matters). For any Dispute not subject to Section 17.3 (including non-US Users and matters carved out above), and for any claim or request for relief that a court determines is not arbitrable, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, USA, and waive any objection to inconvenient forum. Either party may seek provisional remedies (e.g., temporary restraining orders or preliminary injunctions) in those courts in aid of arbitration.
17.9 Confidentiality. The arbitration proceedings, filings, and award shall be confidential, except as required to enforce an award or as required by law.
17.10 Opt-Out. You may opt out of the arbitration agreement and the class-action waiver by emailing legal@shillbill.org with subject line “Arbitration Opt-Out” and your name, Telegram handle (if any), and wallet identifier within 30 days of your first acceptance of these Terms. If you opt out, Section 17.8 applies to all Disputes.
17.11 Survival; Severability. This Section 17 survives termination of the Services and these Terms. If any part of Section 17 is found unenforceable, it shall be severed and the remainder enforced to the maximum extent permitted by law.
18. Notices; Electronic Communications
You consent to receive communications electronically. We may provide notices by posting to the Site/Bot or by contacting you via the contact methods you provide. Notices to ShillBill must be sent to legal@shillbill.org and, if applicable, to our Registered Address.
19. Export; Sanctions; Anti-Corruption
You represent that you will not access or use the Services in violation of export controls, sanctions, anti-boycott, or anti-corruption laws, and that you will not offer anything of value to improperly obtain or retain business.
20. Beta/Experimental Features
Features identified as beta, experimental, or preview may be incomplete, change without notice, or be withdrawn. Use is at your own risk.
21. Miscellaneous
21.1 Entire Agreement. These Terms, the Program Rules, and the Privacy Policy constitute the entire agreement between you and ShillBill with respect to the Services. 21.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. 21.3 Waiver. No waiver is effective unless in writing and signed by an authorized representative of ShillBill. 21.4 Assignment. You may not assign or transfer these Terms without our prior written consent; ShillBill may assign these Terms without restriction. 21.5 Force Majeure. ShillBill will not be liable for delays or failures due to causes beyond its reasonable control, including acts of God, labor disputes, acts of government, utility failures, or network/protocol disruptions. 21.6 Headings; Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
22. Contact
Questions about these Terms may be directed to legal@shillbill.org or via our Telegram channel at https://t.me/shillbillchannel.
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