Merlin Terms of Service

Effective Date: January 1, 2023

Acceptance of These Terms of Service

Blockheads LLC (“Merlin,” “We,” “Us,” or “Our”) provides Our services (described below) and related content to you through Our website(s) located at www.merlincrypto.com (the “Site”) and through Our mobile applications when applicable and related technologies (“Mobile Apps”, and collectively, such “Mobile Apps” and the “Site”, including any updates or new features, functionality and technology (the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will be prohibited from accessing, browsing, or otherwise using the Service.

We reserve the right, in Our sole discretion, to change or modify all or portions of these Terms of Service at any time without notice to you. In the event these Terms of Service are revised or updated in any way, We will post the modified Terms of Service to this page which will include the effective date. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site and under the “Terms of Service” section of Our mobile apps, when applicable. We may also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service, so you are aware of any revisions. As stated above, if you do not agree to abide by these or any future Terms of Service, you will not be allowed to access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST MERLIN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: At Merlin, We respect the privacy of Our users. For more information, please see Our Privacy Policy and under the “Privacy Policy” section of Our mobile apps (the “Privacy Policy”). By using the Service, you consent to Our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service, from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

Access and Use of the Service

Service Description: The Service is designed to provide a unified dashboard for tracking cryptocurrency assets. Merlin also offers additional paid services which may include, but are not limited to, providing insights based on reported transaction history, tax-related services, detailed transaction information, and an automated tool for assisting you with managing cryptocurrency holdings and planning exit strategies. Merlin may also offer referrals to regulated services, including, but not limited to, third-party tax professionals and related platforms.

Your Registration Obligations: For some of Our services, you may be required to register with Merlin or provide information about yourself (e.g., name, email address, phone number, etc.) in order to access and use certain features of the Service. Depending on your use of the Service, you may also be required to provide other information, such as billing information and verification data or cryptocurrency wallet information. Upon registering, you are considered a “Member” of Merlin. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by Our Privacy Policy. If you are under 18 years of age, you are prohibited use the Service. By using Merlin as an individual, you represent and warrant that you are at least 18 years of age and may legally enter into a binding contract with Merlin. We disclaim any liability for any misrepresentation of your  or any other user’s age. You further represent and warrant that you are not prohibited from using Merlin under the laws of the United States (“U.S.”) or any applicable jurisdiction.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Merlin of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. If you believe your user credentials have been compromised, it is your responsibility to lock your account and to notify Us immediately.  Merlin will not be liable for any loss or damages that may arise from your failure to comply with this paragraph.

Modifications to the Service: Merlin reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Merlin will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service, in whole or in part. Furthermore, Merlin reserves the right to modify or increase your monthly/annual fee or discontinue temporarily or permanently, the service for commercial or institutional use as Merlin is for single individual use only.  

Notifications and Alerts: By registering for a Merlin account you are consenting to receive technical and promotional emails and SMS text alerts regarding your account. We will send you text messages including but not limited to account notifications such as billing notifications (balance present, balance change, etc…), payment notices (payment success or failure, credit card expiration, payment options, etc…) payment reminders, customer support responses, account setup and portfolio alerts/notifications. You can cancel the SMS service at any time. Just text "STOP" to the SMS/text message. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just resubscribe or contact us and we will start sending SMS messages to you again.

General Practices Regarding Use and Storage: You acknowledge that Merlin may establish general practices and limitations concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Merlin’s or its third party service providers’ servers on your behalf. You agree that Merlin has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Merlin reserves the right to terminate accounts that are inactive for an extended period of time without prior notice to you. You further acknowledge that Merlin reserves the right to change these general practices and limits at any time, in its sole discretion, without notice.

No Financial, Professional, or Investment Advice; Risks

Merlin is not in the business of providing legal, tax, audit, accounting, or brokerage advice, nor do We provide any other professional services or advice. Through your use of Merlin, you acknowledge and agree that information provided by Merlin is simply informational only and should not be considered a substitute for the services or advice of a competent professional. Further, the information provided herein should not be taken as financial planning or investment solicitation. No fiduciary relationship has been created between you and Merlin.

You hereby understand and acknowledge that through your use of Merlin, you are not being represented by an attorney, certified financial planner, broker, nor any other regulated or registered advisor. Certain aspects of the Services may provide access to such a professional (for example through a referral service by which Merlin may receive referral, affiliation, or other fees) or provide tax-related information, or exit plans third party white label partners1, but if you are in need of legal or financial advice, including a review of any financial or tax decisions, We advise you to consult the appropriate advisor, such as your own attorney, accountant, legal financial advisor or other professional.

We endeavor to keep Merlin and the Service as secure as possible, however, you hereby acknowledge that no system involving the transmission of information via the internet, or the electronic storage of data, is completely secure. By accepting these Terms of Service, you hereby acknowledge that We are not liable for any loss, theft, unauthorized access, disclosure, copying, use, or modification of your personal data that occurs outside Our reasonable control. Merlin also makes no warranties as to the reliability or accuracy, completeness, or quality of any information on Merlin or obtained through the Services. You agree that Merlin is not liable for any errors, omissions, loss, or damage which may be caused by your use of Merlin or the Service, to the fullest extent permitted by applicable law. Any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of Merlin or the Service is your sole responsibility.

Documents, information, or other services received on or through Merlin may not be appropriate for your particular situation, the assessment of which is your sole and exclusive responsibility.

Merlin makes no assurances regarding any specific outcomes, including business or financial results, based on your use of Merlin or the Service. If you choose to purchase Merlin’s services, you acknowledge and agree that these services may not be suitable for everyone, and you should always make your own independent decisions regarding the management of cryptocurrency or other digital assets. You further agree that any projections provided by the Service are for informational purposes only and may not reflect real-world results. There are no guarantees of financial returns or gains.

The information provided by the Service is strictly for informational purposes and should not be interpreted as investment advice, recommendations, or endorsements to buy, sell, or transact in any digital asset, including any products or services. Exit strategies created with Merlin or through its third-party partners are for informational purposes only, and users are responsible for consulting legal or financial professionals for any decisions regarding cryptocurrency transactions or exit strategies.

Furthermore, you acknowledge that you are choosing at your own discretion which white label partner(s) you wish to follow, and Merlin is not recommending any of them.

The digital assets about which information is provided via the Services are not viewed by the issuer or sponsor, or those buying or selling the digital asset, as securities under U.S. law or other relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Services or to which you may independently have access.

There are risks associated with managing digital assets, including the potential for the total loss of your entire holdings. Digital assets are highly volatile, and certain protocols or platforms may fail entirely due to forking, flaws in the code, hacking, or other malicious attacks. Some high-risk digital assets may involve leverage, which can amplify both gains and losses. The past performance of any digital asset is not indicative of future results.

These terms do not represent a complete list of risk factors associated with digital assets that may be viewed or tracked on this site or through the Service. You should carefully consider these risk warnings and consult with a financial professional before making any decisions regarding the purchase or management of digital assets.

Conditions of Access and Use

User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Merlin, including by uploading, posting, publishing, or displaying (hereinafter, “upload” or “uploading)”) via the Service or by emailing or otherwise making available to other users of the Service (collectively, “User Content”). The following are examples of the kinds of content or uses that are illegal or prohibited by Merlin. Merlin reserves the right to investigate and take appropriate legal action against anyone who, in Merlin’s sole discretion, violates this provision, including removing the offending content from the Service, suspending, or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

  1. email or otherwise upload any content that (i) infringes on any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Merlin, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Merlin or its users to any harm or liability of any type;
  2. conduct any activity that may interfere with or disrupt the Service, servers or networks connected to the Service, or to disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  3. violate any applicable local, state, national, or international law, or any regulations having the force of law;
  4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  5. solicit personal information from anyone under the age of 18;
  6. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  7. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  8. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  9. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  10. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including service content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
  11. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.

If you are blocked by Merlin from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing provider of crypto asset management or tax compliance services is permitted to view, access, or use any portion of the Service without the express written permission from Merlin. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Merlin or any of its affiliates, or acting on behalf of a competitor of Merlin in using or accessing the Service.

Fees: To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other method of payment. You may also be asked to provide additional cryptocurrency portfolio and wallet information, and other information that will assist Us in providing the Service to you. You may further be asked for API access for certain accounts, which may be aggregated for you on Merlin. You represent and warrant to Merlin that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Merlin or the payment processor (as defined below), as applicable, of any changes (e.g., a change in your billing address or credit card expiration date) that may occur. You agree to pay Merlin the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Merlin (through the applicable payment processor) to bill your method of payment in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Merlin know within thirty (30) days after the date that Merlin charges you. We reserve the right to change Merlin’s prices. If Merlin does change prices, Merlin will provide notice of the change through the Service user interface notifications page, a pop-up notice, email, or through other reasonable means, at Merlin’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the new fee. You will be responsible for all taxes associated with the Service, other than taxes based on Merlin’s net income.

Payment Processing: Notwithstanding any amounts owed to Merlin hereunder, MERLIN DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, We use third party payment processors (collectively, “Payment Processors”), such as PayPal or  without limitation, Stripe, Inc. and its affiliates (collectively, “Stripe”) and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements, including the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at https://stripe.com/privacy (collectively, the “Payment Processor Agreements”). The PayPal user agreement policy can be found at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full and the PayPal privacy policy at https://www.paypal.com/us/webapps/mpp/ua/privacy-full. By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Merlin assumes no liability or responsibility for any payments you make through the Service.

Refunds, Cancellations, and Changes: Payments made by you hereunder are final and non-refundable unless otherwise determined by Merlin. If you would like to request a refund, you can contact us with your purchase receipt, your refund request, and your reason for the refund. Refunds are not permitted for the monthly service as once you cancel the monthly subscription, your service will be terminated at the end of the current billing cycle. Refunds are only permitted for annual subscriptions on a prorated basis at the higher non-discounted monthly rate if cancelled anytime during the annual subscription.  Refunds are not possible once you have used our tax service in any way (including downloading tax forms, etc..). You may cancel or manage your subscription online at any time.

Commercial Use: unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, or create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Electronic Communications: Visiting or using the Services or sending emails to Merlin constitute electronic communications. By visiting the Site, using the Services, or sending emails to  Merlin, you consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that We provide to you electronically, via email, or on the Services, satisfy any legal requirement that such communications be in writing.

Site Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device and (ii) the ability to browse the Service and the Site from a mobile device.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Merlin, its affiliates, and its licensors, including the Site (the “Software”). You agree to not copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Service or Mobile Apps or its policies. Any rights not expressly granted herein are reserved by Merlin.

Special Notice for International Use; Export Controls: Merlin is headquartered in the U.S. If you access or use the Service from outside of the U.S., you do so at your own risk. Whether inside or outside of the U.S., you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to U.S. export controls. No software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

Open Source Software: The Software may contain or be provided together with open-source software. Each item of open source software is subject to its own license terms. If required by any license for particular open-source software, Merlin makes such open-source software, and Merlin’s modifications to that open source software (if any), available by written request to Our contact us page. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Merlin, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The Merlin name and logos are pending trademarks and service marks of Blockheads LLC (collectively the “Merlin Trademarks”). Other Merlin, product, or service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Merlin. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Merlin Trademarks displayed on the Service, without Our prior written permission in each instance. All goodwill generated from the use of Merlin Trademarks will inure to Our exclusive benefit.

Third Party Material: Under no circumstances will Merlin be liable in any way for any content or materials of any third parties (including, Partners and users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Merlin does not pre-screen content, but that Merlin and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Merlin and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Merlin, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title, and interest in and to such user content, including all copyrights and rights of publicity contained therein. You hereby grant Merlin and its affiliated companies, successors, and assigns the following non-exclusive, worldwide, royalty-free, fully paid-up, transferable licenses:

  • The irrevocable, perpetual license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and/or publicly display any content submitted or made available for inclusion on the publicly accessible areas of Merlin, whether in whole or in part, and the incorporation of any such content into other works in any arrangement or medium currently used or later developed.
  • The license to use, for the sole purposes of providing the Services to you, any financial or cryptocurrency-related information you may provide to us, including but not limited to personal cryptocurrency portfolio data and prior tax information. This license is revocable by you at any time and will expire upon termination of these Terms of Service. You hereby expressly consent to allow us to use any personal information solely for the purpose of providing the Service to you.

You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You hereby authorize Merlin and its third party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and Our Privacy Policy.

We provide the ability for Our users and Members to contribute feedback to the Service, including the Mobile Apps. Any questions, comments, suggestions, ideas, documents, feedback, reviews, proposals, or other information about the Service (“Support”), provided by you to Merlin are non-confidential and Merlin will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Merlin may preserve user content and may also disclose user content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Merlin, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Merlin respects the intellectual property of others, and We ask Our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Merlin of your infringement claim in accordance with the procedure set forth below.

Merlin will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Merlin’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). A sample DMCA notification, with the required information, can be found at https://www.copyright.gov/512/sample-notice.pdf).

Third Party Services and Websites

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third Party Services, such as third party tax software providers, Crypto educators or white labelers, crypto service providers, or banks, and social media or social networking services including, but not limited to, Twitter, LinkedIn, and Reddit. Your access and use of the Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third Party Services on the websites or via the technology platforms of their respective providers. Some Third Party Services will provide us with access to certain information that you have provided to third parties, including through such Third Party Services, and We will use, store, and disclose such information in accordance with Our Privacy Policy. For more information about the implications of activating Third Party Services and Our use, storage, and disclosure of information related to you and your use of such Third Party Services within the Service, please see Our Privacy Policy. Merlin has no control over and is not responsible for such Third Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third Party Services, or on the privacy practices of Third Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Merlin, will be responsible for any and all costs and charges associated with your use of any Third Party Services. Merlin enables these Third Party Services merely as a convenience and the integration or inclusion of such Third Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Merlin will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third Party Services.

Third Party Affiliate Marketing

Merlin may receive affiliation fees from third party businesses through referral links on the Merlin website or app. We recommend products and services based on the anticipated needs of Our users and will always make clear when We receive a commission, referral, or other fee based on those recommendations.

Indemnification

You agree to defend, indemnify, and hold harmless Merlin, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Merlin Party" or “Merlin Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Merlin Party from or against any liability, losses, damages, or expenses incurred as a result of any gross negligence or willful misconduct of such Merlin Party. Merlin will provide notice to you of any such claim, suit, or proceeding. Merlin reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Merlin’s defense of such matter. You may not settle or compromise any claim against the Merlin Parties without Merlin’s prior written consent.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE MERLIN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE MERLIN PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

NO ADVICE OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM MERLIN OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE MERLIN PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE MERLIN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE MERLIN PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MERLIN IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SHOULD YOU INTEND TO ACCESS OR USE ANY SERVICE, RECEIVE OR REQUEST ANY NEWS, MESSAGES, EXIT PLANS, ALERTS, OR OTHER INFORMATION FROM US OR OUR SERVICES CONCERNING COMPANIES, CRYPTOCURRENCIES, OR OTHER DIGITAL ASSETS, PLEASE REVIEW THE SECTIONS ON DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY HEREIN. MERLIN'S CONTENT IS PROVIDED PRIMARILY FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES SHALL NOT BE A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING BUT NOT LIMITED TO LEGAL, FINANCIAL, INVESTMENT, OR TAX ADVICE FROM A LICENSED PROFESSIONAL.

CERTAIN PAID SERVICES MAY PROVIDE ACCESS TO AN ADVISOR, BUT MERLIN AND OUR LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION TRANSMITTED OR MADE AVAILABLE THROUGH OUR SERVICES. MERLIN SHALL NOT BE LIABLE FOR ANY DECISIONS OR ACTIONS BASED ON SUCH INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Merlin, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between Us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against Us on your behalf. You agree that, by entering into these Terms of Service, you and Merlin are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND MERLIN AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MERLIN AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

Merlin is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting us at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Merlin should also be sent to [email protected].  (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Merlin and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Merlin may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Merlin, or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Merlin is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Merlin will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Merlin will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Merlin will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Merlin agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Merlin written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between Us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Merlin, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Merlin believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Merlin may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be affected without prior notice and acknowledge and agree that Merlin may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Merlin will not be liable to you or any third party for any termination of your access to the Service.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Merlin will have no liability or responsibility with respect thereto. Merlin reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Merlin governing your access and use of the Service and supersede any prior agreements between you and Merlin with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third Party Services, third party content, or third party software. These Terms of Service will be governed by the laws of the State of Connecticut without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Merlin submit to the personal and exclusive jurisdiction of the state and federal courts located in Bridgeport, Connecticut. The failure of Merlin to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Merlin, but Merlin may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Merlin will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Merlin’s reasonable control.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at [email protected]; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may also [email protected].

Questions? Concerns? Suggestions?

Please contact Us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.


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