Investing in early-stage businesses involves risks, including, amongst other things, illiquidity, lack of dividends, loss of investment and dilution. Bulletin is only targeted at non-retail investors (i.e. eligible counterparties and professional clients) who are sufficiently sophisticated to understand these risks and make their own investment decisions.

Please read the Terms of Use carefully, as it will outline, and your rights with respect to Bulletin and your use of the Services. If you do not agree to our Terms of Use or the Privacy Policy, you must not access or use the Services.

In these Terms of Use, the terms “we,” “us” or “our” refer to Bulletin Ltd. and our subsidiaries, and “you” and “your” refer to the individual using the Service and, if you are using the Service on behalf of a legal entity, such entity.

The terms of use constitute a legally binding agreement between yourself and Bulletin Ltd. (“Bulletin”) and our subsidiaries, and together with any referenced documents, govern your:

• access to and use of the website located at www.bulletin.exchange (the “Site”);

• access to and use of the web application bulletin board (the “Web App”);

• access to and use of all technologies offered by Bulletin (together, the “Services”).

• access to and use of any data, information, content, functionality, services and/or other materials provided by Bulletin, or the users of the Services, that are displayed on or made available by means of the Site or the Web App,

as either a guest or a registered user.

Acceptance of Terms; Incorporation of related terms

Use of any of the Services will constitute acceptance without modification of all of the terms and conditions contained in these Terms of Use, Privacy Policy, and other operating rules that may be published from time to time on any of the Services, in any form, by Bulletin.

Modification of Terms of Use

The Terms of Use may be revised and updated from time to time at our discretion. The changes we post take effect immediately. You acknowledge and agree to the revised Terms of Use by continuing to use the Website after the revised Terms of Use are posted. As you are bound by any changes, you should check this page periodically to stay up to date.

Bulletin may, at any time, alter, suspend, or discontinue any part of the Services without notice or liability. Bulletin may limit aspects of the Services without notice or liability. Your continued use of the Services following the deployment of any changes to Services constitutes acceptance of said changes.

What we do

We operate a passive bulletin board that serves as a discoverability and valuation platform for buyers, sellers and brokers of forms of financial instruments (“Shares”). Bulletin receives, pools, aggregates and broadcasts indications of trading interests in Shares and enables parties to discover, and independently contact, one another.  

Bulletin does not include any advice or counsel with regards to any financial, legal, or related service of any kind. Bulletin is not a broker nor is Bulletin a substitute for the advice or services of a broker.

Bulletin is not a party to any agreement formed between a buyer and seller, and does not accept responsibility for the sale of any Shares that arise via the use of its Services. Bulletin neither intermediates relations between buyers and sellers, nor makes arrangements to effect a transaction.

You acknowledge and agree that, notwithstanding anything to the contrary herein:

• Bulletin shall not be responsible for, or otherwise guarantee, performance of any transaction entered into by you, and you shall proceed solely against the counterparty in that transaction, and not against Bulletin, to collect or recover any amounts owed to you or to enforce any of its rights in connection with, or as a result of, such transaction.

  You further acknowledge that Bulletin:
  
  

• is not engaged in, and that the Services do not constitute legal advice. Any information that Bulletin or its representatives provide is for informational purposes only.

• is not a party to any transaction agreement between you and a buyer, seller or broker.

• makes no representations, warranties, and guarantees regarding such buyers, sellers or brokers of any kind and that you are solely responsible for all due diligence on buyers, sellers and brokers submissions when using the Services.

• does not guarantee the success of any transaction.

Changes to service

We reserve the right to incorporate or remove functions of the Services, or to provide programming fixes, updates and upgrades to the Services.

You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Services. You also agree that you may have to enter into a renewed version of these Terms of Use to use a new version of the Services.

We have no obligation whatsoever to furnish any maintenance and support services with respect to the Services, and any such maintenance and support services provided will be provided at our discretion.

Eligibility

The Services are only offered and made available to guests and users who are 18 years old and above. By using our Services, you represent and warrant that:

• you are of legal age to form a binding contract with the Company; and

• you have full right, power, and authority to enter into this Agreement;

• you have not previously been banned from using the Services for breach of these Terms of Use; and

• any and all information provided by you is complete, accurate, and up-to-date.

• you are a professional client or eligible counterparty, as per the definition of COBS 3.5 & 3.6

Bulletin may, at its sole discretion, refuse to offer the Services to any legal person and change its eligibility criteria at any time.

Accessing the Website and Account Security

You agree that you are responsible for:

• making necessary arrangements to ensure access to the Services; and

• that all persons who access the Services through your internet connection are aware, and agree to, this Agreement.

You acknowledge and agree:

• that your account is personal to you and agree to confirm that only authorised people have access to the Services and any account.

• to inform Bulletin immediately of any breach of security in relation to your account

• to maintain standard security measures including logging out of your account after usage.

You agree that you are solely responsible for all activities that occur on your account, whether undertaken by you or another, using the Services with your username (whether authorised or unauthorised). Bulletin shall not be responsible for any and all losses arising from any authorised or unauthorised access of your account or any loss or theft of your information. In addition, Bulletin shall not be responsible for any and all unauthorised or fraudulent activity using your account.

You further agree that you shall never use another user’s account without such other user’s express and written permission.

Registration

Access to aspects of the Services may require you to register with Bulletin prior to use by providing various pieces of information (such as your name, email and password).

You shall not:

• create any account for anyone other than yourself without permission;

• create or use a username with the intent to impersonate another person;

• create or use a username that is a name subject to any rights of a person other than you without appropriate and express authorisation;

• create or use a username that, in Bulletin’s sole view, is offensive, vulgar or obscene.

You represent and warrant to Bulletin and the other applicable third party providers that all information provided is accurate, truthful, complete and up to date. You further agree to ensure that the information provided is updated as necessary to ensure the accuracy, truthfulness and completeness of the information. Failure to comply with this section shall constitute a breach of this Agreement which may result in immediate termination of your Bulletin accounts.

Bulletin may, at its sole discretion, refuse the registration of any user, or refuse, cancel or disable the use of any username for any reason.

Submissions

The Services provide you with the ability to add, create, upload, submit, distribute or post content in any form (“Submission”).

You are solely responsible for all information submitted, in any form, to Bulletin for inclusion in a Submission or profile description or for use in connection with the Services, including: all websites and content linked, or otherwise referenced, in your Submission.

By providing such information, to or through the Services, you acknowledge and agree that:

• any Submissions shall not be considered confidential or proprietary.

• you, and not Bulletin, are responsible for the content you submit and that you maintain full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

• you shall not submit information that you know, have reason to believe, or should have known or have reason to believe is false or misleading.

• by uploading or providing information to or through the Services, you represent and warrant that, you have the right to provide the information, that the information is your own, or that the information is in the public domain or otherwise free of proprietary or other restrictions.

• that you may be identified publicly by your username in association with any Submission.

By accessing such information, to or through the Services, you acknowledge and agree that:

• Such information is the sole responsibility of the person or entity submitting them and not Bulletin.

• Bulletin is not responsible, or liable to any third party, for the content or accuracy of any Submissions posted by you or any other user.

• Bulletin does not endorse nor has control over any Submission.

• Bulletin cannot guarantee the authenticity of any user Submission.

• All content accessed by you using the Services is at your own risk and that you are solely responsible for any damage or loss to any party resulting therefrom.

You grant:

• Bulletin, an irrevocable, worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable licence to use all content you upload or otherwise transmit to the Services in any manner Bulletin may choose in connection with the Services, without limitation.

• each user of the Services, a non-exclusive licence to access your Submissions through the Services.

You represent and warrant that:

• At any time when requested, you can demonstrate to Bulletin’s full satisfaction, that:

  • you have the right to provide the information, that the information is your own, or that the information is in the public domain or otherwise free of proprietary or other restrictions

  • the use of such Submissions by Bulletin and users of Services, as contemplated by this Agreement will not, in any way, violate the rights of any third party.

Bulletin reserves the right, but does not assume the responsibility, to remove any part of a Submission in its sole discretion, if it is inconsistent with this agreement, including without limitation, any part of a Submission which Bulletin has been notified, or has reason to believe, violates the rights of any third party.

Bulletin cannot review, nor ensure, prompt removal of objectionable material after it has been posted. Accordingly, Bulletin will have no liability for any action or inaction regarding or otherwise involving Third-Party Content.

Bulletin will also have the sole right to determine the placement and location of your Submission on the Services. You are responsible for promptly updating your Submissions as necessary.

Your Information

The collection, use and disclosure, if any, of information collected from you or about you by Bulletin on the Services is detailed in Bulletin’s Privacy Policy. By acknowledging and agreeing to this Agreement, or by using the Services, you consent to Bulletin, including its affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using your information for Services functionality and for the purposes disclosed in the Privacy Policy.

Rules and Conduct

You agree not to (directly or indirectly):

• take any action that, in Bulletin’s sole view:

  • imposes or may impose unreasonable burden on Bulletin’s systems and infrastructure;

  • Interferes, or attempts to interfere with the proper functioning of the Services;

  • bypasses or attempts to bypass any measures that Bulletin uses to restrict access to the Services;

  • constitutes spam;

  • “crawls”, “rips” or “scrapes”, or attempts to do such, any part of the Services;

  • reverse engineers or otherwise attempts such, to derive any part of the Services;

  • Copies, modifies, or creates, or attempts to do such, in relation to any part of the Services; or

  • hacks, or attempts to hack, any part of the Services.

  • access or use the Services for any purpose prohibited by local laws which you are or may be subject to; or for any purpose prohibited by these Terms of Use.

  • make available, distribute or facilitate the distribution of any form of content on any aspect of the Services, or permit any third party to make available, distribute or facilitate the distribution of any form of content on any aspect of the Services, that:

  • is confidential;

  • infringes on any patent, trademark, copyright, or trade secret;

  • constitutes a breach of any local, national and international laws and regulations or contractual agreement;

  • you know is false, misleading or inaccurate;

  • is threatening, abusive, harassing, defamatory, deceptive, misrepresentative, fraudulent, tortious, obscene, vulgar, offensive, profane, or in the sole view of Bulletin, is deemed inappropriate;

  • contains any computer code, files, program, virus or system designed, or intended, or has the effect of, disrupting, damaging, interrupting or reducing the functioning of any software, hardware or network to affect or obtain unauthorised to any part of the Bulletin’s Services, including, but not limited to, user and third party aspects.

  • impersonate any person or entity
    
    

If you have agreed to keep confidential any information, you are prohibited from distributing, or making available in any form, such information on any of the Services.

Bulletin does not provide any form of guarantee that any submission made by you will be made available on any of the Services. In addition, Bulletin has no obligation to monitor any part of the Services, but reserves the right to, at its sole discretion, with or without reason, and at any time, without notice to remove, edit or modify any submission on the Services.

Representations and Warranties

You represent and warrant to Bulletin that:

• you have the power and authority to accept and agree to these Terms of Use and fulfil your obligations hereunder;

• upon your acceptance hereof, these Terms of Use will constitute your legal, valid and binding obligation, enforceable against you in accordance with their terms; and

• your acceptance of these Terms of Use will not violate any applicable laws, or any agreement by which you are bound or by which any of your assets are affected.

You represent and warrant to, and agree with Bulletin (which representations, warranties and agreements shall be deemed repeated each time you access or use the Service), that:

• you are in compliance with all applicable laws in all material respects;

• all information provided by you to Bulletin (including information delivered via electronic means) is true and accurate in all material respects;

• all transactions entered into as a result of using the Services are unsolicited transactions;

• your decision to enter into any transaction as a result of using the Service will be based on your own due diligence, or on due diligence obtained from a source other than the Service or Bulletin, and neither Bulletin nor any of its representatives will, in any way, impact your decision to enter into such transaction;

• By using the Service you represent that you:

• alone possess the sophistication, experience, knowledge and expertise in financial and business matters to make your own investment decisions and assess the suitability of investing in, and entering into transactions on the Services; and

• are and will continue to be a Non-Retail Investor (i.e. an eligible counterparty or professional client) and you will inform Bulletin of any change of this classification

Content and Licence

You acknowledge and agree that:

• subject to the proprietary rights of third parties, with respect to the third party content, any and all intellectual property rights (the “IP Rights”) in the Services, shall remain the exclusive property of Bulletin.

• nothing in this Agreement shall transfer, or vest, any IP Rights to or in, you.

• you are only entitled to the limited use of the rights granted to you in this Agreement.

• any unauthorised use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.

• all title and rights in and to any third party content that may be accessed through the Services is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties.

You grant evocable, worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable licence to use, retain, and share any information transmitted through the Services by you, including but not limited to name, contact details, date, and endorsements for the purpose of providing the Service. This licence shall survive termination of this Agreement.

Bulletin grants you a non-exclusive, non-sublicensable and non-transferable limited licence to use and reproduce the content, solely for personal, non-commercial use, unless explicitly approved by Bulletin. Use of any content for other than personal, non-commercial use is expressly prohibited without the prior written permission from Bulletin. If you wish to make any use of material on the Services other than that set out in this section, please address your request to: info@bulletin.exchange.

Linking to the Website and Social Media Features

You may link to our Services and content, provided you do so in a way that is fair, legal, and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent.

Reliance

Any reliance you place on such information made available via the Services is solely at your own risk. We fully disclaim all liability and responsibility arising from any reliance placed on such materials by you, or by anyone who may be informed of any of its contents.

Geographic Restrictions

The owner of the Services is based in the United Kingdom. We provide the Services for use only by persons located in the United Kingdom. We make no claims that the Services or any of its content is accessible or appropriate outside of the United Kingdom. Access to, and use of, the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.

Consent to Electronic Communications

You agree to receive and accept receipt of, any and all documents, agreements, notices, terms, forms, statements, data, records, disclosures, and any other forms of communications from Bulletin and/or applicable third-party providers, in electronic form.

Termination

Bulletin may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.

If you wish to terminate your account, you may do so by emailing info@bulletin.exchange.

Termination of your access to the Services shall not terminate or otherwise modify your obligations with respect to any liability or matter arising. In addition, all provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

For the avoidance of doubt, although the representations, warranties, covenants and obligations set forth in this Agreement shall only apply during the period post registration and prior to termination, termination of your access shall not terminate or otherwise modify Bulletin’s rights under these Terms of Use to seek damages or other remedies for breaches of such representations, warranties, covenants and obligations during the period of your access to the Service.

Upon termination of these Terms of Use, you shall immediately cease all use of the Service.

Disclaimer

Bulletin does not own or control any buyers, sellers or brokers on the platform and does not have an affiliation or endorsement with any such buyer, seller or broker. Accordingly, Bulletin does not provide any representations, warranties, or guarantees with respect to any buyer, seller or broker of shares.

Additionally Bulletin explicitly disclaims, to the fullest extent permitted by applicable law, any warranty of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.

You acknowledge and agree that Bulletin shall not be liable, under any circumstances, for any breach of representation or warranty claim that arise out of, any buyer, seller or brokers failure to honour any representation or warranty, whether to you, or to Bulletin.

You acknowledge and agree that Bulletin has no special relationship or fiduciary duty with, or to you.

You also acknowledge and agree that any relationship you may have with any of Bulletin’s affiliates will be governed solely by your written agreement with that affiliate. Bulletin has no control over, nor purports to have any control over its affiliates (if any). Bulletin makes no representations concerning any Content contained in or accessed through the Services, and will not be liable, in any way, for the accuracy, copywrite compliance, legality or decency of material contained in or accessed through the Services.

Your use of the services is at your own risk. The services are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. Neither Bulletin, its affiliates or any person associated with the company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Services. Without limiting the foregoing, neither the company nor anyone associated with the company represents or warrants that the Services, its content or any services or items obtained through the website will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components or that the website or any services or items obtained through the website will otherwise meet your needs or expectations.

You acknowledge and agree that you are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

Additionally, you acknowledge and agree that:

• the content provided on or through the Services:

  • is subject to change or withdrawal without notice;

  • does not constitute any form of professional advice, including, but not limited to: legal, accounting, tax or investment advice;

  • is impersonal, and as such, does not take into account your personal investment objectives or financial situation;

  • shall not be construed as a solicitation or recommendation for the purchase or sale of any financial instrument or product, or a representation that any investment strategy or product is suitable for you;

  • is to be reviewed in its entirety; and

  • is solely provided for informational purposes.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

Limitation of Liability

In no event shall Bulletin, nor its directors, officers, employees, agents, partners, suppliers or content providers, be liable, directly or indirectly, under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Services, including, but not limited to, the use or misuse of the Services, from inability to access the Services, or the interruption, suspension, modification, alteration or termination of the Services , whether or not foreseeable and even if we or any third party provider has been advised of the possibility or likelihood of such damages, for:

• any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, exemplary, or consequential damages of any kind whatsoever; or

• for any bugs, viruses, trojan horses, or the like (regardless of the source of origination).

This limitation also applies to any damages incurred by reason of other services or products received through, or advertised in connection with, the Services.

Additionally, you are responsible for all login credentials, and agree that Bulletin will not be responsible for any damages, losses or liability to you, or anyone else, if such information is not kept confidential by you, or if such information is correctly provided by an unauthorised third-party logging into and accessing the services.

Any claim you may have arisen out of, or in relation to this Agreement or the Services, must be commenced within 6 months after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Bulletin (and its subsidiaries) aggregate liability for all claims arising out of or relating to the Services is limited to shall not exceed the greater of £100.00 or fees Bulletin has charged you in the past 6 months, if any.

This section does not affect any liability which cannot be excluded or limited under applicable law and shall apply to you to the fullest extent permitted by such applicable law.

Indemnification

You agree, at your own cost and expense, to defend, indemnify, and hold harmless Bulletin, its affiliates and each of its, and its affiliates employees, owners, licensors, consultants contractors, directors, suppliers and representatives from and against all liabilities, losses, damages, judgments, costs, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to:

• your use or misuse of, inability to use, or access to the Services, content, information or actions on the Services;

• your Submissions, violation or non-performance of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

• any claim that Bulletin’s use of third party Content (including, but not limited to, Submissions) infringes the intellectual property rights of any other person.

• any breach of this Agreement

Bulletin reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with us in asserting any available defences.

Dispute Resolution

Most concerns can be resolved by contacting Bulletin at info@bulletin.exchange.

You acknowledge that Bulletin does not engage in dispute resolution of any dispute, controversy, disagreement, or proceeding between you and any buyer, seller or broker.

You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through senior executives of Bulletin. Good faith negotiations shall be a condition to either of us initiating any other process or proceeding.

If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.

If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party.

The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties.

Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary.

Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

Miscellaneous

Assignment. You shall not transfer, novate or assign all or any of its rights, obligations or benefits hereunder in whole or in part, without our prior written consent. Any purported transfer, novation or assignment in violation of this section is null and void and no transfer, novation or assignment will relieve you of your obligations under this Agreement. Bulletin may assign, transfer or novate any of its rights and obligations hereunder without consent.

No Waivers. The failure by Bulletin to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision under this Agreement, will only be effective if in writing and signed by an authorised representative of Bulletin.

No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person other than You.

Severability. If any provision of this Agreement is unenforceable for any reason, then that provision will be deemed severed from this Agreement and will not affect the enforceability of the remaining provisions of this Agreement.

Notices. All notices under this Agreement will be in writing and:

• will be deemed to have been duly given when received if personally delivered or sent by certified or registered mail;

• when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or

• the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Electronic notices should be sent to info@bulletin.exchange

Entire Agreement. These Terms of Use, together with the Privacy Policy, and any definitive written agreement executed by the yourself and Bulletin constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior discussions, agreements, and undertakings, both written and oral, between the parties with respect to the subject matter of these Terms of Use. In the event of any conflict or inconsistency between separate written agreements between the parties and these Terms of Use, the former shall govern and control.

Governing Law. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of England and Wales.