BitGo Tech General Terms and Conditions for Services

BITGO TECHNOLOGIES LLC

MASTER SERVICES AGREEMENT

Last Updated: December 5, 2024

ACCEPTANCE OF THESE TERMS.
1. This master services agreement (this “Agreement”) sets forth the terms and conditions that govern the provision of services by BitGo Technologies LLC, a limited liability company formed under the laws of Delaware (“BitGo Tech”, “we,” or “us”). As used herein, “you” and “your” refers to the individual or entity agreeing to the terms of this Agreement either in writing or via electronic acceptance. Please read through this Agreement carefully before registering an account with BitGo Tech (“Account”) and accessing or using the Services (as defined below).
2. BY REGISTERING AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IN THEIR ENTIRETY, INCLUDING ANY TERMS INCORPORATED BY REFERENCE.
3. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING THE DISPUTE RESOLUTION PROVISIONS IN SECTION 26, DO NOT REGISTER AN ACCOUNT OR ACCESS OR USE THE SERVICES.
4. The Services are offered and available to users through the BitGo Website (as defined below) or mobile application (collectively, the “Platform”) and available on a jurisdiction-by-jurisdiction basis. Services are made available to users who create an Account and (i) are eighteen (18) years of age or older and (ii) do not reside in a Restricted Jurisdictions (as defined below). By using the Services, you represent and warrant that you are of legal age to form a binding contract with BitGo Tech and do not reside in a Restricted Jurisdiction. If you do not meet the foregoing eligibility requirements, do not register an account or access or use the Services.
CHANGES TO THIS AGREEMENT. We may revise and update this Agreement from time to time in our sole discretion. If we make changes, we will post the amended Agreement to the Platform and update the “Last Updated” date above. We may also attempt to, but are not obligated to, notify you by sending an email notice to the address associated with your Account or by providing notice through the Platform. The foregoing sentence will not apply to the extent that prior notice is required by local law, in which case we will notify you of any changes to this Agreement via email and the Platform. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Unless we say otherwise in our notice, the amended Agreement will be effective immediately and will apply to any then current and subsequent uses of the Services, including any pending Transactions (as defined below). You are responsible for reviewing this Agreement each time you access or use our Services. Your continued access to and use of your Account and/or the Services after we provide notice will constitute your acceptance of the changes. If you do not agree to any of the amended terms and conditions, you must stop accessing and using the Services and close your Account immediately.
DEFINITIONS. Terms not defined in the body of this Agreement shall have the meaning set forth below:
1. “Applicable Laws” means laws, regulations, and rules of federal and state governmental and regulatory authorities.
2. “Assets” means, as applicable, Digital Assets and/or Fiat Currency.
3. “BitGo Tech Privacy Policy” means the policy described at https://www.bitgo.com/legal/bitgo-privacy/, as may be updated by BitGo Tech from time to time in BitGo Tech’s sole discretion.
4. “BitGo Website” means https://www.bitgo.com/.
5. “Login Credentials” the username and password made available to you through the Platform.
6. “Partner Bank” means either, a partner (i) United States banking institution insured by the Federal Deposit Insurance Corporation (“FDIC”), or (ii) organization that is organized under the laws of a foreign country, or a territory of the United States that is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or the country in which its principal banking operations are located.
7. “Digital Assets” means digital assets, virtual currencies, tokens, or coins, which value is represented on a cryptographic protocol that can be digitally traded and may function as (i) a medium of exchange; (ii) a unit of account; and/or (iii) a store of value which is not legal tender, whether or not denominated in legal tender.
8. “Digital Asset Transactions” means any purchase and sale of Digital Assets performed through the Platform.
9. “Fiat Currency” means certain fiat currencies, such as U.S. Dollars, which is the coin and paper money of a country that is designated as its legal tender.
10. “Private Key” means the alphanumeric character string that is required to transfer any Digital Asset.
11. “Sub-Custodian” means an affiliate of BitGo Tech (including BitGo Trust Company, Inc. (“BitGo Trust”)) or a third party that is properly licensed and regulated to act as a cryptocurrency custodian.
12. “Transaction” means a Digital Asset Transaction and/or a transaction performed through the Platform involving Fiat Currency, as applicable.
SERVICES DESCRIPTION. By registering an Account on the Platform, you may be able to access the following services (collectively, the “Services”), which are available on a jurisdiction-by-jurisdiction basis via the Platform.
1. Custodial Services. We may hold your Digital Assets and/or Fiat Currency in a custodial account with a Sub-Custodian. The Sub-Custodian will custody Digital Assets and/or Fiat Currency in one or more of the following omnibus accounts, each referred to herein as “Custodial Account”, as determined by Sub-Custodian: (i) deposit accounts established by Sub-Custodian with a Partner Bank; (ii) money market accounts established by Sub-Custodian at a Partner Bank; and/or (iii) such other accounts as may be agreed between you and BitGo Tech with the prior approval of Sub-Custodian.
2. Non-Custodial Wallets. In addition to Custodial Accounts, your Digital Assets may, at our discretion, be held on hot wallets provided by an affiliate, such as BitGo, Inc., or a third party wallet provider (“Hot Wallet”), where such wallet provider holds a minority of the Private Keys, and you are responsible for holding a majority of Private Keys associated with your Account.
3. On-Ramp and Off-Ramp Transactions. You can add and save card and bank details in your Account to perform purchases of Digital Assets with Fiat Currency and off-ramps (through instant ACH transfer). After you successfully purchase Digital Assets with Fiat Currency, you may send such Digital Assets to a chain-specific address to an external digital wallet.
4. Trading. You may be able to place spot purchase or sell orders on the Platform with exchanges, matching mechanism, a request-for-quote system, a brokerage network, or any combination of the foregoing, and upon confirmation, the equivalent Digital Asset or Fiat Currency is available for immediate use (the “Trading Services”). Trading Services also facilitate the settlement of Transactions between you and a trade counterparty that also has an account with BitGo Tech (“Settlement Partner”) (such settlement, the “Settlement Services”). Most Trading Services are offered pursuant to the additional terms set forth in Section 14.
5. Staking. You may be able to designate certain Digital Assets to the BitGo Tech’s omnibus staked account to “stake” such Digital Assets to a third-party or BitGo Tech’s own validator proof-of-stake network (the “Staking Services”) to earn Staking Rewards pursuant to the additional terms set forth in Section 15. BitGo Tech delegates staked amounts to pre-screened validators to confirm on-chain transactions. You can request deactivation of Staking, after which, your funds return to your Account balance.
6. Remittances. Once you have successfully on-ramped Fiat Currency or Digital Assets, you can transfer such Fiat Currency or Digital Assets instantly to other BitGo Tech customers. The receiving person has the flexibility to trade, off-ramp, stake, or transfer the asset within the BitGo Tech ecosystem.
7. Lending. Once you have successfully on-ramped Digital Assets, you may borrow Fiat Currency from BitGo Tech using such on-ramped Digital Assets as collateral.
8. Debit. Once you have successfully on-ramped Fiat Currency or Digital Assets, you may create a debit card. Your Digital Assets are held in your Custodial Account and/or Hot Wallet and are liquidated into Fiat Currency when you initiate a purchase. Purchases can occur in physical brick and mortar establishments or online. In addition, once you have successfully on-ramped Fiat Currency or Digital Assets, you may purchase gift cards from your Account.
9. Affiliates and Third Party Providers. You acknowledge and agree that the Services may be provided from time to time by, through or with the assistance of BitGo Tech’s affiliates or third-party providers. BitGo Tech will remain liable for its obligations under this Agreement in the event of any breach of this Agreement caused by such affiliates or any third-party provider.

IN ACCESSING THE SERVICES THROUGH THE PLATFORM, YOU UNDERSTAND AND AGREE THAT THE SCOPE OF SERVICES MADE AVAILABLE TO YOU ARE LIMITED TO THOSE OFFERED, OR MADE AVAILABLE TO YOU, AS DETERMINED BY BITGO TECH.

ELIGIBILITY; REPRESENTATIONS AND WARRANTIES.
1. General Requirements.
  1. Individuals. To register an Account or use the Services, you must be an individual at least eighteen (18) years of age and have the legal capacity to enter into this Agreement (“Individual”). You represent that you have not previously been suspended or removed from any Services.
  2. Entities. To register an Account or use the Services, you must be an entity duly formed and legally authorized to operate in the jurisdiction of your formation (“Entity”). If you are registering to use the Services on behalf of an Entity, you represent and warrant that (A) such Entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization; and (B) you are duly authorized by such Entity to act on its behalf. You further represent and warrant that: (x) you are at least eighteen (18) years of age, (y) have not previously been suspended or removed from using any Services, and (y) have all powers and authority necessary to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. BitGo Tech is not responsible or liable for relying on the representations of your agents, employees, contractors, attorneys, financial advisors, or any other person BitGo Tech reasonably believes represents you in the acceptance of this Agreement or in the acceptance of any Instruction (as defined below).
  3. KYC/AML. As a regulated financial service company operating in the United States, BitGo Tech is required to identify users on the Platform. This ensures BitGo Tech remains in compliance with Know Your Customer (“KYC”) and anti-money laundering (“AML”) laws in the jurisdictions in which BitGo Tech operates, something that is necessary for BitGo Tech to be able to continue to offer the Services to you. All information provided by you to accept you as customer and user of our Services, is complete, true, and accurate in all material respects, including with respect to the ownership of your Assets, and no other person or entity has an ownership interest in your Assets, except for those persons or entities disclosed in connection with your onboarding to our Services.
  4. Omnibus Accounts. BitGo Tech maintains separate ledgers for all Accounts in an omnibus Custodial Accounts and/or Wallets. BitGo Tech has no obligation to create segregated blockchain addresses for each customer.
2. Restricted Foreign Jurisdictions. You may not register an Account or access or use the Services if you are located or organized in, under the control of, or a citizen or resident of any state, country, territory, or other jurisdiction to which the United States has embargoed goods or services, or where your use of the Services would be illegal or otherwise violate any Applicable Law such as laws related to export restrictions, antiterrorism, and economic sanctions, including any sanctioned country as listed by the United States Treasury Department’s Office of Foreign Assets Control (“Restricted Jurisdiction”). We may implement controls to restrict access to the Services from any Restricted Jurisdiction, including withholding the ability to withdraw Assets as reasonably required by Applicable Laws. You hereby represent and warrant that you are not under the control of, or a citizen or resident of, any Restricted Jurisdiction and that you will not access or use any Services while located in any Restricted Jurisdiction, even if our methods to prevent access to and use of the Services from these Restricted Jurisdictions are not effective or can be bypassed.
3. Restricted Persons. You represent and warrant that you have not been identified as, and/or are not owned or controlled by, a Specially Designated National (SDN), as identified by the Office of Foreign Assets Control (OFAC), nor have you or any beneficial owner or controlling person, if applicable, of you been placed on any sanctions list by the United States Treasury Department’s Office of Foreign Assets Control, the United States Commerce Department, or the United States Department of State (a “Prohibited Person”). You further represent and warrant that you will not use our Services if you or any beneficial owner or controlling person of you are at any time hereafter designated a Prohibited Person.
4. Prohibited Activities. You represent and warrant that you will not engage in any prohibited use or prohibited business as set forth at https://www.bitgo.com/bitgo-prohibited-uses-and-businesses-terms/, as may be updated by BitGo Tech from time to time in BitGo Tech’s sole discretion (collectively, “Prohibited Activities”).
5. Services and Your Location. You may only register an Account or use the Services, if you, if registering as an Individual, reside in or, if registering as an Entity, are organized and operate in any state, district, or territory in which BitGo Tech is authorized to provide Services. You understand and agree that the Services made available to you may be limited depending on the jurisdiction you are accessing the Services from, and BitGo Tech reserves the right to restrict the Services made available to you based on your location. You further understand and agree that the Services may be limited or terminated if you are located in or move to a jurisdiction that is not supported by BitGo Tech. BitGo Tech will not be liable to you for any claims relating to the limitation of the Services based on your location or termination of Service resulting from your access of the Service from a jurisdiction that is not supported by BitGo Tech. You will hold BitGo Tech harmless for any actions taken by BitGo Tech resulting from your moving to a new jurisdiction or accessing the Services from a jurisdiction that is not supported by BitGo Tech.
6. Mutual Representations and Warranties. You and BitGo Tech represent and warrant to each other that it:
  1. is duly organized, validly existing and in good standing under Applicable Laws, and if applicable, has all corporate powers required to carry on the business as now conducted; and
  2. has the full capacity and authority to enter into and be bound by this Agreement, and if applicable, the person executing or otherwise accepting this Agreement for an entity has full legal capacity and authorization to do so.
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITGO TECH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BITGO TECH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE PLATFORM, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED IN ANY OF THE FOREGOING WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
ACCOUNT REGISTRATION.
1. Information Required to Open an Account.
  1. Personal Information. During the account registration process for individuals, you must provide the Platform with information and documentation that we request for the purpose of establishing and verifying your identity (“Personal Information”). Personal Information may include your name, email address, residential address, phone number, date of birth, investment experience, financial condition and national identification number or taxpayer identification number. Personal Information may also include documentation, such as copies of your government-issued photo identification (for example, your passport, driver’s license, or military identification card), account statements, and other documents as BitGo Tech may require. Personal Information will be retained by us at our discretion and may be made available to any governmental authority or self-regulatory organization upon reasonable request in accordance with Applicable Laws. You agree to provide accurate, current, and complete Personal Information.
  2. Entity Information. During the Account registration process for entities, you must provide the Platform with information and documentation that we request for the purpose of establishing and verifying your entity information (“Entity Information”). Entity Information may include the name, email address, phone number, date of birth, and taxpayer identification number of each of your beneficial owners or controlling persons, in addition to your Employer Identification Number and incorporation documents, letters of good standing, or other corporate information and documentation as applicable and requested by BitGo Tech. Entity Information will be retained by us at our discretion and may be made available to any governmental authority or self-regulatory organization upon reasonable request in accordance with Applicable Laws. You agree to provide accurate, current, and complete Entity Information.
  3. Personal Information and Entity Information will collectively be referred to herein as “Background Information”.
2. Verification. You hereby authorize BitGo Tech, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm and continue to maintain confirmation on an ongoing basis of the Background Information you provide, verify and authenticate your Background Information, and take any action BitGo Tech deems necessary based on the results. You acknowledge that this process may result in a delay in registering your Account, and that you will not be authorized to access or use the Services until your account registration has been successfully completed.
ACCOUNT AUTHORIZATIONS AND INSTRUCTIONS.
1. Authorization to BitGo Tech. You hereby appoint BitGo Tech as your agent for the purpose of carrying out your instructions placed on the Platform (“Instructions”) in accordance with this Agreement. You agree that BitGo Tech may rely on your Instructions, and BitGo Tech will not be liable for relying on and executing on such Instructions. You hereby authorize BitGo Tech to open and close your Account, settle and cancel orders to purchase and sell Digital Assets pursuant to your Instructions, collect and offset any fees or other amounts due to BitGo Tech, and take such other steps as reasonable to carry out your Instructions.
2. Authorization to Fund Digital Asset Transactions. You understand and acknowledge that (i) when you submit an Instruction to purchase Digital Assets through the Platform, you are authorizing and instructing BitGo Tech to instruct your bank to transfer the funds required from your bank to BitGo Tech to complete your Instruction; (ii) your Account is provided by BitGo Tech and is separate from your account with your bank; (iii) your Account is outside of the possession and control of your bank, and that your bank does not have the ability to monitor or recall the funds after such funds have been wired or transferred to BitGo Tech; and (iv) upon a transfer of Fiat Currency from your bank to BitGo Tech, such Fiat Currency will not be provided protection under the Securities Investor Protection Corporation (“SIPC”), nor will they be provided protection under the FDIC. NEITHER BITGO TECH NOR ANY OF ITS AFFILIATES ARE FDIC-INSURED BANKS OR SIPC-MEMBER BROKERAGE FIRMS. ACCORDINGLY, YOUR DIGITAL ASSETS ARE NOT PROTECTED UNDER THE SIPC OR THE FDIC AND MAY LOSE VALUE. FIAT CURRENCY HELD BY BITGO TECH ON YOUR BEHALF WILL BE HELD AT THE SUB-CUSTODIAN OR PARTNER BANK, SUCH PARTNER BANK MAY BE A FDIC-INSURED BANK.
3. Instructions. Instructions are placed on the Platform, through your Account using your Login Credentials. You may only enter Instructions as permitted by the Platform. You further understand that all Instructions to purchase or sell Digital Assets will be executed in reliance on your promise that an actual purchase or sale is intended, and that BitGo Tech requires full payment in cleared, non-margined funds at the time an Instruction is placed. You further understand and acknowledge that you are not permitted to place an Instruction to purchase Digital Assets unless you have enough non-margined funds available in your Account to cover the purchase plus any network and/or associated blockchain fees, and that you are not permitted to place an Instruction to sell Digital Assets unless you have enough Digital Assets available in your Account. You understand and acknowledge that BitGo Tech does not guarantee that an Instruction you place will be completed, and you further understand and acknowledge that BitGo Tech reserves the right to cancel any Instruction or part of an Instruction, if such Instruction: (i) was placed during a Downtime (as defined below); (ii) violates the terms of this Agreement; or (iii) is non-marketable. By placing an Instruction, you agree to the terms and conditions of the Instruction as displayed to you on the Platform. Prior to each Transaction, you will be presented with a written disclosure in clear, conspicuous, and legible writing, such disclosures as are customarily given in connection with a transaction of this nature, including (A) the amount of the Transaction; (B) any fees, expenses, and charges borne by you, including applicable exchange rates; (C) the type and nature of the Transaction; and (D) a warning that once executed the Transaction may not be undone, as applicable. In the event that you fail to maintain sufficient funds in your Account at the time an Instruction is placed, BitGo Tech reserves the right, at its sole discretion, to cancel, reverse or complete such Instruction in whole or in part. You agree to be responsible for the costs of any such action taken by BitGo Tech in connection with your Instructions.
4. Instruction Routing. All Instructions will be routed to us by or through the Platform. By using the Services, you understand and acknowledge that all instructions routed to us through the Platform are your Instructions, and you agree to be bound by all terms and conditions pertaining to such Instructions in accordance with this Agreement.
5. Source of Funds; Destination of Proceeds. BitGo Tech only authorizes Transactions using funds present in your Account. You understand and acknowledge that you are not allowed to use funds that are not owned by you to enter into Transactions, and that you are not authorized to enter into Transactions on behalf of any third-party. You hereby represent and warrant that all funds used by you to enter into Transactions (presently and in the future) are owned by you and are not the direct or indirect proceeds of any criminal or fraudulent activity. In all instances, you are responsible for the full amount owed for Transactions entered by you on the Platform. You understand and acknowledge that any proceeds from the sale of Digital Assets will be returned to your Account (or another account previously communicated to and approved by BitGo Tech), and that you will not have the option to transfer proceeds to any other account.
6. Transaction Limits. You understand and acknowledge that your use of the Services is subject to a limit on volume (in fiat currency terms) that you may transact in a given time period. Such limits may vary, at our sole discretion, depending on a variety of factors, and we may apply higher limits to certain account holders at our discretion.
7. Transaction Receipt. When your Instruction is posted, BitGo Tech will send your confirmation (a “Transaction Receipt”) through the Platform or to your email address associated with your Account. BitGo Tech may choose, at our sole discretion and without prior notice to you, to periodically consolidate Instructions into a single Transaction Receipt. Transaction Receipts will contain any information BitGo Tech may elect to include at its sole discretion or as required by Applicable Law. A record of your Transactions (“Transaction History”) conducted during the preceding twelve (12) months may be available through your Account on the Platform. BitGo Tech maintains records of all Transactions for a period of five (5) years or as otherwise required by Applicable Law.
8. Cancellations. Instructions may not be canceled by you after they are posted.
9. Errors. You are solely responsible for reviewing your Transactions Receipts and for monitoring your Transaction History for any errors (or any Potentially Fraudulent Activity, as outlined in Section 9(f)). You understand and acknowledge that if you have not received a Transactions Receipt or an Instruction cancellation notice, you are responsible for notifying us via email at bgx@bitgo.com within twenty-four (24) hours of the Transaction. You further understand and acknowledge that you are solely responsible for reviewing your Transaction Receipts for accuracy and for notifying us of any suspected errors via email at bgx@bitgo.com within twenty-four (24) hours of the time any such Transaction Receipt was sent. You hereby waive your right to dispute any Transaction unless you notify us of any objections within twenty-four (24) hours of the time in which the applicable Transaction Receipt was sent. You understand and acknowledge that BitGo Tech reserves the right, but has no obligation to, and will not be held liable should BitGo Tech declare null and void a Transaction that BitGo Tech considers to be erroneous (each, an “Erroneous Transaction”). You understand and acknowledge that you are responsible for ensuring that the appropriate information is submitted when you place an Instruction to purchase or sell Digital Assets, and that a simple assertion by you that a mistake was made in entering an Instruction, or that you failed to pay attention to or update an Instruction, will not be sufficient to establish it as an Erroneous Transaction. You further understand and acknowledge that if BitGo Tech determines that a given Transaction is an Erroneous Transaction, BitGo Tech may, at our sole discretion, declare it null and void, in whole and in part, even if you do not agree to cancel or modify it, in which case you will return the Digital Assets or funds received in the Erroneous Transaction.
ACCOUNT MANAGEMENT.
1. Platform Access. By accessing the Platform, you can fund your Account, track movements of Digital Assets and Fiat Currencies in and out of your Custodial Account and/or Hot Wallet, and request withdrawals.
2. Account Access. You will access your Account through the Platform by using your Login Credentials. You may only access your Account using your Login Credentials, or as may be authorized or required by BitGo Tech. From time to time, BitGo Tech may require you to change your Login Credentials and re-verify your Background Information at its discretion and as a condition to your continued access to and use of your Account and the Services.
3. Account Maintenance. You are required to keep the information associated with your Account (“Account Profile”) updated at all times, and you agree to update your Account Profile immediately upon any changes to the Background Information that you previously provided. YOU UNDERSTAND THAT A CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION MAY IMPACT YOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND HEREBY AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR STATE OF RESIDENCE OR FORMATION. As part of our KYC/AML legal compliance program (“AML Program”), we will monitor your Account and your use of the Services, and review your Background Information and any transaction related activity on an ongoing basis, as may be required by Applicable Law and/or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional Background Information, or any other information reasonably requested, as a condition to your continued access to and use of your Account and the Services. During such time, your access to and use of your Account and the Services may be temporarily restricted.
4. Account Security. You are solely responsible for managing and maintaining the security of your Login Credentials and any other forms of authentication, and you understand and acknowledge that, to the extent permitted by Applicable Law, we are not responsible (and you will not hold us responsible) for any unauthorized access to and or use of your Login Credentials and/or Account (“Unauthorized Access”). You hereby represent and warrant that you will not share your Login Credentials with any third-party or permit any third-party to gain access to your Account; and you hereby assume responsibility, to the extent permitted by Applicable Law, for any Instructions, or actions provided or taken by anyone who has accessed your Account regardless of whether the access was authorized or unauthorized. You agree to notify us as soon as you become aware of or suspect any Unauthorized Access by emailing bgx@bitgo.com.
5. Unauthorized Account Activity. You are solely responsible for monitoring your Account for unauthorized or suspicious Instructions, actions, or Transactions (“Unauthorized Activity”), and agree that we are not responsible (and you will not hold us responsible) for any Unauthorized Activity, to the extent permitted by Applicable Law. You acknowledge and agree that you are solely responsible for any Instruction placed through your Account as a result of Unauthorized Activity. You agree to protect your Account from Unauthorized Activity by: (i) reviewing, on an ongoing basis, your Transaction History and your Account Profile; (ii) reviewing, immediately upon receipt, any Confirmation, Transaction Receipts, and notices that we may provide through the Platform, post to your Account or send to your email address associated with your Account; (iii) verifying that you received a Confirmation from us and that an Instruction you provide is received, executed or canceled, as applicable; and (iv) in the event of not having received any such Confirmation, notifying us as soon as possible.
6. Potentially Fraudulent Activity. BitGo Tech complies with all obligations under AML laws, including monitoring for potential or actual fraudulent activity designed to detect and prevent fraud and to identify and assess fraud-related risk areas. BitGo Tech will monitor your use of your Account in furtherance of these legal obligations and consistent with our AML Program. Any actual or suspected Unauthorized Access and/or Unauthorized Activity will be treated by BitGo Tech as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us as soon as possible if you become aware of or suspect any Potentially Fraudulent Activity by emailing bgx@bitgo.com. For the avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice via email to bgx@bitgo.com from you of any Potentially Fraudulent Activity, BitGo Tech will take reasonable and timely steps to protect your Account, including, for example, by temporarily restricting access to your Account, suspending any pending Instructions, and/or requiring you to change your Login Credentials. You agree to promptly report any Potentially Fraudulent Activity to legal authorities and provide us a copy of any report prepared by such legal authorities via bgx@bitgo.com. In the event of an investigation of any Potentially Fraudulent Activity, you further agree to: (i) cooperate fully with the legal authorities and BitGo Tech in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow BitGo Tech, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. You understand and acknowledge that any failure to cooperate in any such investigation may cause delays in regaining access to your Account and any Assets held in your Custodial Account and/or Hot Wallet.
SELF-DIRECTED ACCOUNT. You understand and acknowledge that your Account is self-directed, you are solely responsible for any and all Instructions placed through your Account, and all Instructions entered by you are unsolicited and based on your own investment decisions. You understand and acknowledge that you have not received and do not expect to receive any investment advice from BitGo Tech or any of its affiliates in connection with your Instructions. Notwithstanding anything in this Agreement, you understand and acknowledge that neither BitGo Tech nor any of its affiliates accepts responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your decisions. You further understand and acknowledge that under no circumstances will your use of the Services be deemed to create a fiduciary relationship or a relationship that includes the provision or tendering of investment advice. You acknowledge that neither BitGo Tech nor any of its affiliates, nor any of its and their employees, principals, officers, managers, director, agents or representatives (collectively, “Representatives”): (a) provide investment advice in connection with your Account; (b) recommend any Digital Assets, Transactions, Instructions, or any action or inaction in your Account; or (c) solicit your placement of any particular Instruction.
COMMUNICATIONS. You understand and acknowledge that all notices and communication with you regarding your Account, the Services, this Agreement, and any other applicable agreements, documents, tax forms, and disclosures (together, the “Communications”), will be delivered electronically either through the Platform to your Account, or via an email sent by BitGo Tech to the email address associated with your Account. To ensure that you receive all of our electronic Communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any Communication to the email address associated with your Account is considered valid. If any email Communication is returned as undeliverable, BitGo Tech retains the right to block your access to your Account until you provide and confirm a new and valid email address. You may withdraw your consent to receive Communications electronically by contacting us at bgx@bitgo.com. If you fail to provide or withdraw your consent to receive Communications electronically, BitGo Tech reserves the right to immediately close your Account or charge you fees for paper copies.
DIGITAL ASSETS.
1. Supported Digital Assets. The Services are available only in connection with Digital Assets supported by BitGo Tech. The Digital Assets that BitGo Tech supports may change from time to time in BitGo Tech’s sole discretion. The list of supported Digital Assets is available at the BitGo Website. Under no circumstances should you attempt to use the Services to deposit or store any unsupported Digital Assets. Depositing or attempting to deposit unsupported Digital Assets will result in such Digital Asset being unretrievable by you and BitGo Tech. BitGo Tech assumes no obligation or liability whatsoever regarding any attempt to use the Services for unsupported Digital Assets.
2. Forks and Airdropped Digital Assets.
  1. The underlying blockchain protocols are subject to sudden changes in operating rules, resulting in a permanent change in the consensus algorithm resulting from the creation of a new blockchain, which can be significantly different from the original blockchain (a “Fork”) and implement changes in operating rules or other features that may result in more than one version of a network (each, a “Forked Network”) and more than one version of a Digital Asset (“Forked Assets”). In addition, operators of blockchain networks, and other interested parties, may offer or issue Digital Assets based on existing ownership or other factors, the issuance of which may be characterized as an interest, dividend, or “airdrop” (collectively, “Airdropped Digital Assets”). Unless specifically announced on the Platform, BitGo Tech does not support Forked Assets or Airdropped Digital Assets. You will not use the Services to attempt to receive, request, send, store, or engage in any other type of transaction involving Forked Assets or Airdropped Digital Assets. BitGo Tech assumes absolutely no liability whatsoever in respect to Forked Assets or Airdropped Digital Assets.
  2. BitGo Tech does not own or control the underlying software protocols which govern the operation of Digital Assets. By using the Services, you acknowledge and agree that (A) BitGo Tech is not responsible for the operation of the underlying protocols and makes no guarantee of their functionality, security, or availability of such protocols; and (B) that such Forks may materially affect the value, function, and/or even the name of the Digital Assets that you store in your Custodial Account and/or Hot Wallet. In the event of a Fork, you agree that BitGo Tech may temporarily suspend the Services with respect to the affected Digital Assets (with or without advance notice to you) and that BitGo Tech may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the Forked Network.
  3. Without limiting the foregoing, Forked Assets and Airdropped Digital Assets will be handled by BitGo Tech pursuant to its fork policy available at __________ (the “Fork Policy”). You acknowledge and agree that BitGo Tech is under no obligation to support any Forked Asset or Airdropped Digital Asset, or handle them in any manner, except as detailed above and in the Fork Policy. You further acknowledge and agree that BitGo Tech, at its sole discretion, may update the Fork Policy from time to time or the URL at which it is available, and you acknowledge and agree that you are responsible for reviewing any such updates. BitGo Tech is under no obligation to provide notification to you of any modification to the Fork Policy.
3. Risks. There are several risks associated with Digital Assets, Digital Asset trading, and staking Digital Assets. Before using the Services, you should ensure that you have read and understand the below risks, and by accessing and using the Services, you hereby represent and warrant that you have read and understood the following risk disclosures. Please note that this is not an exhaustive list of all risks associated with Digital Assets and the Services.
  1. Unique Features of Digital Assets. Digital Assets are not legal tender in the United States, are not backed by the United States government, have no intrinsic value, and are not subject to FDIC or SIPC protections. The price of Digital Assets is based on the agreement of the parties at the time of any given transaction, which may or may not be based on the market value of the Digital Asset at the time of the transaction. The value of a Digital Asset may be derived from the continued willingness of market participants to exchange Fiat Currency for Digital Assets, which may result in the potential for permanent and total loss of a value of a particular Digital Asset should the market for that Digital Asset disappear. Accordingly, the nature of Digital Assets means that there is no assurance that: (A) a market participant who accepts a Digital Asset as payment today will continue to do so in the future; (B) a market participant’s losses of Digital Assets will be afforded any kind of a legal protection, such protection which may be limited to private insurance, bonds, or trust accounts (if available); and (C) a bond or trust account maintained by BitGo Tech, or an exchange, intermediary, custodian, or vendor (if any), for your benefit will be sufficient to cover all losses incurred by you.
  2. Price Volatility. You understand that the value of any Digital Assets, including assets pegged to, or designed to track the value of, Fiat Currency, commodities, or any other asset, may go to zero. The price of a Digital Asset is based on the perceived value of the Digital Asset and subject to changes in sentiment, which make these products highly volatile. Digital Assets that are pegged to the price or value of any other asset, including Fiat Currency, are not guaranteed to remain pegged to that asset’s or Fiat Currency’s value. Certain Digital Assets, including those pegged to any other asset’s or Fiat Currency’s value, have experienced daily price volatility of more than 25% and may be considerably higher. As such, the volatility and unpredictability of the price of Digital Assets relative to the price of Fiat Currency may result in significant loss over a short period of time. You understand that we are not liable for price fluctuations in any Digital Asset or Digital Asset Transaction executed on the Platform.
  3. Valuation and Liquidity. Digital Assets can be traded through privately negotiated transactions and through numerous cryptocurrency exchanges and intermediaries around the world, each with its own pricing mechanism and/or order book. The lack of a centralized pricing source poses a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for market participants trying to exit a position, particularly during periods of stress. Such characteristics of the cryptocurrency markets may result in canceled or partially completed Instructions. BitGo Tech, at its sole discretion, may add a spread (i.e., a price premium) to each Digital Asset Transaction executed by you on the Platform and the execution price is not meant to imply the “market price.”
  4. Cybersecurity. The nature of Digital Assets may lead to an increased risk of fraud (as outlined in Section 12(c)(x)) or cyber-attacks. The cybersecurity risks of Digital Assets and related “cold wallets” or spot exchanges include hacking vulnerabilities and a risk that publicly distributed ledgers may not be immutable, which may include 51% attacks. A 51% attack refers to an attack on a blockchain by a group, or coalition of groups acting in concert, controlling more than 50% of the network’s mining hash rate or computing power which may cause a substantial change in the underlying protocol and/or cause significant market disruption. A cybersecurity event could result in a substantial, immediate and irreversible loss for market participants that trade Digital Assets. Even a minor cybersecurity event may result in downward price pressure on that product and potentially other Digital Assets.
  5. Opaque Spot Market. Cryptocurrency balances are generally maintained as an address on the blockchain and are accessed through Private Keys, which may be held by a market participant or a custodian. Although cryptocurrency transactions can be publicly available on a blockchain or distributed ledger, the public address does not identify the controller, owner or holder of the Private Key. Unlike bank accounts, cryptocurrency exchanges and custodians that hold Digital Assets do not always identify the owner. The opaque underlying or spot market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes, which may undermine market confidence in a Digital Asset and negatively impact its price. These unique risks mean that transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
  6. Exchanges and Intermediaries. Cryptocurrency exchanges, in general globally, as well as other intermediaries, custodians and vendors used to facilitate cryptocurrency transactions, are relatively new and largely unregulated in both the United States and many foreign jurisdictions. The opaque underlying spot market and lack of regulatory oversight creates a risk that a cryptocurrency exchange may not hold sufficient Digital Assets and funds to satisfy its obligations and that such deficiency may not be easily identified or discovered. In addition, many cryptocurrency exchanges have experienced significant outages, downtime and transaction processing delays, flash crashes, and may have a higher level of operational risk than regulated futures or securities exchanges. Outages, regardless of severity or length of downtime or delays, can negatively impact cryptocurrency markets and prices. Thus, the nature of Digital Assets means that technological difficulties experienced by exchanges, intermediaries, custodians, and vendors may prevent access or use of a market participant’s Digital Assets at any given time.
  7. Regulatory Landscape. Digital Assets currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. In the United States, Digital Assets may be regulated by one or more state regulatory bodies. In addition, many Digital Asset derivatives are regulated by the Commodities and Futures Trading Commission, and the Securities and Exchange Commission has cautioned that initial coin offerings and certain Digital Assets are likely to fall within the definition of a security and subject to United States securities laws. One or more jurisdictions at the state, federal, or international level may, in the future, adopt laws, regulations or directives that adversely affect the use, transfer, exchange, and value of Digital Assets, their networks, and their users. Such laws, regulations or directives may impact the price of Digital Assets and their acceptance by users, vendors and service providers.
  8. Technology. The relatively new and rapidly evolving technology underlying cryptocurrencies introduces unique risks. For example, a unique Private Key is required to access, use or transfer a Digital Asset on a blockchain or distributed ledger. The loss, theft or destruction of a Private Key may result in an irreversible loss. In addition, some cryptocurrency transactions are deemed made when recorded on a public ledger or blockchain, which is not necessarily the date or time that a market participant initiates a transaction. The ability to participate in Forks could also have implications for investors. For example, a market participant holding a cryptocurrency position through a cryptocurrency exchange may be adversely impacted if the exchange does not allow its customers to participate in a Fork that creates a new product.
  9. Transaction Fees. Many Digital Assets allow market participants to offer miners or validators (i.e., parties that process transactions and record them on a blockchain or distributed ledger) a fee. While not always mandatory, a fee is generally necessary to ensure that a transaction is promptly recorded on a blockchain or distributed ledger. The amounts of these fees are subject to market forces and it is possible that the fees could increase substantially from the estimated fees displayed to you through the Platform. In addition, cryptocurrency exchanges, wallet providers and other custodians may charge high fees relative to custodians in many other financial markets. BitGo Tech is under no obligation to pass along network fees at cost.
  10. Fraud and Scams. On-chain cryptocurrency transactions are irreversible. Criminals may attempt to exploit this feature of cryptocurrency transactions through various fraud and scam schemes. You should be wary of any third-party who contacts you and instructs that you deliver Digital Assets, credit card details, or Account details to them for any purpose. Common schemes include fraudulent customer and technical support personnel impersonating BitGo Tech, or any other third-party through which you hold an account, contacting you and asking for you to verify a credit card or account number. These scammers may “spoof” legitimate phone numbers and may sound very convincing. BitGo Tech will never contact you to initiate a cryptocurrency transaction to any external wallet address not provided by you through the Platform or your use of the Services. Always log into your Account through the Platform to review any Transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. Scammers may also attempt to exploit social media by offering illegitimate and fraudulent “crypto giveaways” or “investment opportunities” that ultimately seek your Login Credentials or other private information that can be used to compromise your Account. Additionally, criminals may contact you via email in order to entice you to download a malicious attachment or to enter your Login Credentials to a spoofed webpage. You should never share your Login Credentials or other private information with anyone.
  11. Staking Services. You understand and acknowledge that, once staked, your Digital Assets may be required by the proof of stake network to be locked up for a certain period of time, which may prevent you from being able to instruct BitGo Tech to unstake such Digital Assets on your behalf. You are responsible for researching and understanding any lockup requirements or provisions associated with any proof of stake network before you direct BitGo Tech to stake your Digital Assets on your behalf.
CUSTODY AND OWNERSHIP OF YOUR ASSETS.
1. Custody Services.
  1. You hereby engage BitGo Tech to act as custodian of any Digital Assets that you obtain from Digital Asset Transactions or deposits to your Account from an external address to an address associated with your Custodial Account or Hot Wallet, as applicable. Such Digital Assets will be stored, on your behalf, by BitGo Tech in one or more Custodial Accounts or Hot Wallets administered by Sub-Custodian. Digital Assets obtained by you from Digital Asset Transactions or deposited to your Account from an external address to an address associated with your Custodial Account or Hot Wallet will be stored in the applicable Custodial Account or Hot Wallet, on your behalf, by BitGo Tech. BitGo Tech will track the balance and ownership of Digital Assets purchased through the Services and stored in your Custodial Account or Hot Wallet, and you understand that you can view the balance of Digital Assets in your Account through the Platform. You are solely responsible for reviewing your Account balance for accuracy and for notifying us of any Erroneous Transactions pursuant to Section 8(i) above. Unless otherwise stated herein, all Digital Assets obtained by you from Digital Asset Transactions or deposits are custodial assets held by BitGo Tech for your benefit, as described in further detail below.
  2. Authorization to Share Information with Sub-Custodian. You hereby authorize us to provide the Sub-Custodian any of your Background Information, and to continue sharing such information, and any revisions or additions thereto, with Sub-Custodian on an ongoing basis during the Term. We may retain all Account information, including Account activity and Background Information, as required by this Agreement and Applicable Laws and may share such information with a: (A) governmental authority or other third-party in accordance with any subpoena, regulatory request, court order, Applicable Law, or other legal requirement; and (B) third-party in order to verify the Background Information in accordance with Section 26(a)-(c). For further information on how we use or share your Background Information and other information you provide us during your use of the Services, see the BitGo Tech Privacy Policy discussed in Section 21.
2. Ownership. Title to your Digital Assets will at all times remain with you and will not transfer to BitGo Tech. The related Private Keys held by BitGo Tech does not indicate ownership of such Digital Assets by BitGo Tech. All interests in Digital Assets that BitGo Tech holds are held for customers, are not property of BitGo Tech, and are not subject to claims of BitGo Tech’s creditors. As the owner of Digital Assets in your Account, you will bear all risk of loss of any such Digital Assets. BitGo Tech will have no liability for fluctuations in the Fiat Currency value of the Digital Assets owned by you and held in your Account. None of the Digital Assets held in your Account are the property of, or will or may be loaned to, BitGo Tech. BitGo Tech does not represent or treat Digital Assets held in your Account as belonging to BitGo Tech. BitGo Tech may not grant a security interest in Digital Assets held in your Account. Except as required by Applicable Laws, or except as provided herein, BitGo Tech will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets held in your Account unless instructed by you. You control the Digital Assets held in your Custodial Account and/or Hot Wallet as reflected in your Account. At any time, subject to outages, Downtime, and other applicable policies, you may either, as permitted by the Platform sell any or all of your Digital Assets and withdraw the proceeds away from BitGo Tech or withdraw your Digital Assets by sending it to a different blockchain address controlled by you or a third party.
3. Insurance. Assets held with BitGo Tech are not insured by the FDIC or SIPC. You are solely responsible for maintaining insurance policies for Digital Assets stored by BitGo Tech on your behalf. You acknowledge and agree that BitGo Tech does not make any promises or warranties with respect to any insurance policies carried by itself, and that you will not be able to make any claims against any insurance policies carried by BitGo Tech. Notwithstanding the foregoing, Digital Assets held at Custodial Accounts with Sub-Custodians may be protected by insurance coverage in commercially reasonable types and amounts.
4. Deposits and Withdrawals of Fiat Currency.
  1. Platform Deposits and Withdrawals. You may instruct deposits and withdrawals of Fiat Currency to and from BitGo Tech on a per transaction basis or as otherwise permitted by the Platform. Any Fiat Currency received by BitGo Tech on your behalf will be held by a Sub-Custodian or Partner Bank on your behalf.
  2. Accrued Interest. You will not be entitled to any accrued interest on Fiat Currency held by BitGo Tech through the use of Sub-Custodian or Partner Bank. In the event BitGo Tech is charged a negative interest rate by the Sub-Custodian or Partner Bank, BitGo Tech will pass such charges to you. You acknowledge and agree that BitGo Tech is not required to provide you with advanced notice of such charges.
5. Deposits and Withdrawals of Digital Assets. You may instruct deposits and withdrawals of Digital Assets only as permitted by the Platform. When you elect to transfer Digital Assets from your Custodial Account and/or Hot Wallet to a third-party wallet address or other location, it is always possible that the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting the Platform. You agree that you will not hold BitGo Tech liable for any damages arising from a rejected or failed transfer.
TRADING SERVICES.
1. BitGo Tech may provide you with the ability to purchase or sell Digital Assets via the Trading Services, including by and entering into Digital Asset Transactions with counterparties upon your Instruction.
2. The Trading Services can be accessed through the Platform. The Platform may include certain quoting and order entry functionality, with the availability and exact nature of these functionalities being subject to change at any time. As described in Section 14(c), Transactions may be executed via an Instruction to purchase or sell a specified Digital Asset (a “Trade Request”) in the Platform.
3. Your Trade Request becomes a binding offer to execute a Transaction. Due to the speed of the market and execution delays, the price available for execution of any Transaction with you may change between the time of submission of your Trade Request and the time that you receive a response to your Trade Request, even if the lapse of time is small. This may result in rejection of all or part of your Trade Request, including in cases where the market has moved favorably to you. A Transaction will only be deemed to have been executed at the time of confirmation of the execution via the Platform (such completed Transaction, a “Completed Order” and such date, a “Trade Date”).
4. Transactions may be settled on an aggregated or net basis. On each Trade Date, BitGo Tech will provide a report through the Platform or email communication that identifies a summary of all Completed Orders and the settlement amount, in either Digital Assets or Fiat Currency, required to settle such Completed Orders (referred to herein as the “Settlement Summary”). Unless otherwise agreed, within one (1) hour of receiving the Settlement Summary from BitGo Tech, BitGo Tech will initiate the transfer of the Digital Assets or Fiat Currency, as applicable, to the counterparty. Such Digital Assets or Fiat Currency will be delivered as promptly as reasonably possible. The Completed Order will be deemed delivered when: (i) in the case of Digital Assets, either (1) in the event the transaction requires an on-chain transfer of Digital Assets, the transaction is verified by the relevant number of confirmations from the blockchain for the applicable Digital Assets as reasonably determined by BitGo Tech, or (2) in the event the transaction does not require an on-chain transfer of Digital Assets, the Digital Assets are available to the counterparty in its designated account; and (ii) in the case of Fiat Currency, either (1) in the event the transaction requires Fiat Currency to be transferred to an external account, the Fiat Currency transfer has been initiated to the counterparty’s designated external account, or (2) in the event the transaction does not require Fiat Currency to be transferred to an external account, the Fiat Currency is available to the counterparty in its designated BitGo account.
5. As a prerequisite for the Trading Services, you must have sufficient funds or Digital Assets prior to completing the Transaction. BitGo Tech reserves the right to review your balance (a “Balance Inquiry”) to verify that you have a sufficient balance of funds of Digital Assets before following your Instructions to execute a Digital Asset Transaction. You hereby expressly authorize and consent to BitGo Tech’s use of such Balance Inquiries to offer Trading Services. BitGo Tech may also develop and maintain filters in the Platform to prevent Digital Asset Transactions that do not comply with financial, operational, and risk control requirements.
6. As part of the Trading Services, the Settlement Services allow you to submit, through the Platform, a request to settle a purchase or sale of Digital Assets with a Settlement Partner. You may use the Settlement Services by way of settlement of one-sided requests with counterparty affirmation or one-sided requests with instant settlement; and two-sided requests with reconciliation. You understand that Digital Assets available for use within the Settlement Services may not include all Digital Assets held under custody
  1. A one-sided request with counterparty affirmation requires you to submit a request, including your own cryptographic signature on the trade details, via the Platform. The Settlement Partner will be notified, and the funds of both parties will be locked while waiting for the Settlement Partner to affirm the request. The trade will settle immediately upon affirmation and the locked funds will be released.
  2. A one-sided request with instant settlement requires one party to submit a request, including cryptographic signatures of both parties to the trade via the Platform. Such a trade will settle immediately upon receipt of a valid request.
  3. A two-sided request with reconciliation requires that both you and the Settlement Partner submit requests via the Platform, with each party providing their own cryptographic signatures. Upon successful reconciliation of the two requests, the trades and settle immediately.
  4. In any one-sided or two-sided request, you must identify the selected Settlement Partner prior to submitting a settlement request. You may submit a Balance Inquiry to verify that Settlement Partner has a sufficient balance of Assets to be transacted before executing a Transaction. This Balance Inquiry function is to be used only for the purpose of executing a Transaction to ensure the Settlement Partner has sufficient Assets to settle the Transaction. You hereby expressly authorize and consent to providing access to such information to your Settlement Partner in order to facilitate the Settlement Services.
  5. You and the Settlement Partner’s Custodial Accounts must have sufficient Assets prior to initiating any settlement request. The full amount of Assets required to fulfill a Transaction are locked until such Instruction has been completed. All Instructions are binding on you and your Account. BitGo Trust does not guarantee that any settlement will be completed by any Settlement Partner. You may not be able to withdraw an offer (or withdraw acceptance of an offer) prior to completion of a settlement and BitGo Tech will not be liable for the completion of any Instruction after a cancellation request has been submitted.
  6. You understand and agree that you are solely responsible for any decision to use the Settlement Services, including the evaluation of any and all risks related to any such Transaction and have not relied on any statement or other representation of BitGo Tech or its affiliates. You understand and agree that BitGo Tech may rely on its affiliates as facilitators, however, any such affiliates are not a counterparty to any settlement; they do not bear any liability with respect to any Transaction; and they do not assume any clearing risk.
  7. Any notifications that you may receive regarding the Settlement Services are your responsibility to review in a timely manner.
7. Upon execution of any Transaction, the Platform provides you a summary of the terms of the Transaction, including: the type of Asset purchased or sold; the delivery time; and the purchase or sale price.
8. BitGo Tech reserves the right to refuse to settle any Transaction, or any portion of any Transaction, for any reason, at its sole discretion. BitGo Tech and its affiliates bear no responsibility if any such Instruction was placed or was active during any time the Platform is unavailable or encounters an error; or, if any such Instruction triggers certain regulatory controls.
STAKING SERVICES.
1. Staking Reward. If you are given access to the Staking Services, you understand and acknowledge that BitGo Tech will not exercise any discretion over your Digital Assets with respect to the staking of unstaked Digital Assets or the unstaking of staked Digital Assets. If you instruct BitGo Tech through the Platform to stake eligible Digital Assets in your Account, BitGo Tech will facilitate the staking of those Digital Assets on your behalf by acting as, or contracting with a third-party to act on BitGo Tech’s behalf as, a transaction validator on the applicable proof-of-stake network. If such transaction validator validates a block of transactions on the applicable network, you may earn a reward granted by the network (“Staking Reward”). The Staking Reward amount is determined by the protocols of the applicable network. BitGo Tech will distribute any Staking Reward to your Account after receipt by BitGo Tech minus a Staking Services Fee, which will be determined by BitGo Tech on a Digital Asset-by-Digital Asset basis pursuant to Section 15(b), retained by BitGo Tech. You have no right to any Staking Reward until it is received by BitGo Tech. BITGO TECH DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS, ANY SPECIFIC STAKING REWARD, OR ANY STAKING RETURN OVER TIME, INCLUDING ANY STAKING REWARD RATE THAT MAY BE PROVIDED TO YOU THROUGH THE PLATFORM.
2. Staking Service Fee. In exchange for the performance of the Staking Services, BitGo Tech shall be entitled to receive the validator service fees as set out in the public on-chain rate applicable for the relevant supported blockchain or as otherwise agreed upon by the parties in writing (the “Staking Service Fee”). For the avoidance of doubt, the Staking Service Fee is in addition to any fees related to other Services.
3. Slashing. BitGo Tech will take commercially reasonable steps to avoid the slashing of any staked Digital Assets hereunder.
4. Slashing Reimbursement. BitGo Tech will make payment, directly to the applicable Custodial Account and/or Hot Wallet.
PAYMENT.
1. Fees. You will pay BitGo Tech the non-refundable fees set forth in your online checkout in accordance with the terms therein (“Fees”) and without offset or deduction. IF YOU HAVE SIGNED UP FOR AUTOMATIC BILLING, YOU AGREE THAT BITGO TECH MAY CHARGE YOUR SELECTED PAYMENT METHOD (E.G., CREDIT CARD) FOR ANY FEES ON THE APPLICABLE PAYMENT DATE, INCLUDING ANY APPLICABLE TAXES, AND ON A RECURRING BASIS IF APPLICABLE UNTIL YOU PROVIDE WRITTEN NOTICE TO BITGO TECH (VIA EMAIL OR THE PLATFORM) THAT YOU ARE TERMINATING THIS AGREEMENT. BitGo Tech may increase or add new fees or charges for Services by using commercially reasonable efforts to notify you. If BitGo Tech cannot charge your selected payment method for any reason (such as card expiration or insufficient funds), you will remain responsible for any uncollected amounts, and BitGo Tech will attempt to charge you after you update your payment method information. In accordance with Applicable Law, BitGo Tech may update information regarding your selected payment method if provided such information by your financial institution.
2. Payments. Payments due to BitGo Tech under this Agreement must be made in U.S. Dollars, Bitcoin, USDC or USDT. All payments are non-refundable and you will have no right to set off, discount, or otherwise reduce or refuse to pay any undisputed amounts due BitGo Tech under this Agreement. If you fail to make any payment when due, (i) BitGo Tech reserves the right to charge late fees at 1% per month or the highest rate permitted by Applicable Laws, and (ii) BitGo Tech may, in its discretion, suspend your access to the Services. You will reimburse BitGo Tech for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
3. Taxes. You understand and acknowledge that BitGo Tech or our affiliates do not provide tax or legal advice. You further understand and acknowledge that BitGo Tech may report Transactions and the proceeds from Digital Asset sales to the Internal Revenue Service or other applicable taxing authority to the extent and manner in which so required by Applicable Laws. You further understand and acknowledge that you will be liable for reporting and paying all taxes relating to your investments and other activity related to this Agreement, including with respect to any Digital Asset Transactions, Staking Rewards and any other related transactions that may occur in your Account. Unless required to do so by a tax authority with competent jurisdiction over BitGo Tech, BitGo Tech will not file or report any tax forms or taxable transactions on your behalf. BitGo Tech may withhold (or cause to be withheld) the amount of any tax which may be required by Applicable Law to be withheld by BitGo Tech. You should conduct your own due diligence and consult your advisors before making any transactions under this Agreement.
  1. U.S. Persons. This subsection is applicable if you are a United States person (including a U.S. resident alien) as such term is defined in section 7701(a) of the Internal Revenue Code of 1986, as amended (“U.S. Person”). Under penalties of perjury, you hereby certify that the taxpayer identification number that you have provided or will provide to BitGo Tech in connection with your Account (including any taxpayer identification number on any Form W-9 that you have provided or will provide) is your correct taxpayer identification number.
  2. Non-U.S. Persons. This subsection is applicable if you are not a U.S. Person. You hereby certify that you fully understand all the information on any Form W-8BEN that you have submitted or will submit through the Platform in connection with your Account. Under penalties of perjury, you declare that: (A) you have examined all the information on any Form W-8BEN that you have submitted or will submit through the Platform; and (B) to the best of your knowledge and belief all such information is true, correct, and complete.
INTELLECTUAL PROPERTY. You hereby acknowledge that BitGo Tech and its affiliates own all right, title and interest in and to the technology (other than open source technology), documentation, procedures, requirements, conditions, practices and guidelines for the use of the Platform and Services , prepared by or on behalf of BitGo Tech and its affiliates describing any processes, procedures, know-how or algorithms developed, devised, practiced or used by BitGo Tech and its affiliates, their use and content, as well as all related copyrights, patent rights, and trade secrets and any other intellectual property rights therein (registered or unregistered) including any applications anywhere in the world (“BitGo IP”). BitGo Tech does not grant you any right or license to the BitGo Tech except as expressly set forth herein and otherwise reserves all rights. Without limiting the foregoing, the BitGo Tech logo, any other BitGo service names, logos or slogans that may appear in the Platform and Services (collectively, the “BitGo Marks”) are trademarks, service marks or trade dress of BitGo Tech and its affiliates. You hereby agree that you will not: (a) copy, modify, disclose, publish, distribute, create derivative works from, reverse engineer, reverse assemble or reverse compile the BitGo IP, or any portion thereof, for any reason and you may not use BitGo IP, or any portion thereof, for any purpose other than as expressly authorized herein; (b) copy, imitate or use, in whole or in part, any BitGo Mark without BitGo Tech’s prior written permission; (c) remove, obscure or alter any BitGo Mark or BitGo Tech notices or legends contained in the Services or in any documentation or other materials produced, distributed or published by BitGo Tech and its affiliates; (d) distribute, rent, sell, lease, redistribute, release or license the BitGo IP, or any part thereof, to any third-party or otherwise allow access by a third-party; (e) take or authorize any action that could detrimentally interfere with the performance or delivery of the Platform or the Services, use any robot, spider or other device or process to monitor or copy the BitGo IP, or knowingly transmit any virus or other potentially harmful device in connection with your use of the Platform or the Services; or (f) assist or encourage any third-party in engaging in any activity prohibited under this Agreement.
TRANSACTION DATA AND MARKET DATA.
1. BitGo Tech will be entitled, at our sole discretion, to use information related to Transactions executed through the Services (“Transaction Data”) to develop and compile market data (“Market Data”) that BitGo Tech, any of BitGo Tech’s affiliates or a third-party market data provider may disseminate to third parties for business purposes without further consent by you. By your use of the Services, you hereby consent to such use of Transaction Data. Any such Market Data disseminated by BitGo Tech, any of BitGo Tech’s affiliates, or any third-party service provider, will not identify the parties who provided or entered into such Transactions.
2. Other than for your own internal use in accordance with this Agreement, you will not communicate, disclose, redistribute, or otherwise furnish (or permit to be communicated, disclosed, redistributed or otherwise furnished) all or any portion of the Market Data BitGo Tech shares with you, in any format, to any third party or for the purposes of constructing or calculating the value of any index or indexed products or for the purpose of creating any derivative works or to make any use whatsoever at any time of the Market Data that could compete with the business of BitGo Tech or performance of the Services provided under this Agreement.
3. The accuracy, completeness, timeliness, suitability for use, or correct sequencing of the Market Data is not guaranteed either by BitGo Tech, by its affiliates or by the third-party market data providers and may include inaccurate, erroneous, incomplete or out-of-date information. In an effort to continue to provide you with complete and accurate information, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information that you obtain from or through us are your sole responsibility and BitGo Tech, its affiliates, and third-party market data providers will have no liability for such decisions. Furthermore, neither BitGo Tech, nor its affiliates, or third-party market data providers will be liable for interruptions in the availability of Market Data or your access to Market Data. The Market Data is provided “as is” and on an “as available” basis. There is no warranty of any kind, express or implied, regarding the Market Data, including any warranty of accuracy, completeness or timeliness. BitGo Tech, its affiliates and third-party market data providers are not responsible for, and you agree not to hold us liable for, lost profits, trading losses, or any other damages resulting from the Market Data or your use thereof. In any case, our liability arising from any legal claim (whether in contract, tort, or otherwise) relating to the Market Data will not exceed the amount you have paid for use of the Trading Services. You agree that we may correct any execution reported to you that was based on inaccurate Market Data.
4. Notwithstanding the foregoing, you understand and agree that any and all data submitted to BitGo Tech by you and all information related to Transactions entered into by you through the Services will be the exclusive property of BitGo Tech, and we will have the right to use, sell, retransmit or redistribute such information, on an anonymous and aggregated basis, and in accordance with and subject to the BitGo Tech Privacy Policy.
ACCURACY. Although BitGo Tech intends to provide accurate and timely information on the Platform and BitGo Website, the Platform and BitGo Website (including, any documentation or other materials produced, distributed or published therein) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform or BitGo Tech Website are your sole responsibility and BitGo Tech will have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and BitGo Tech makes no representations or warranties to its accuracy. Links to third-party materials (including websites) may be provided as a convenience but are not controlled by BitGo Tech. You acknowledge and agree that BitGo Tech is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.
PRIVACY POLICY. You acknowledge that you have read the BitGo Tech Privacy Policy.
DOWNTIME. BitGo Tech uses commercially reasonable efforts to provide the Platform and the Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in the Platform or the provision of the Services may occur due to a variety of factors, some of which are outside of BitGo Tech’s control, and some of which may require or result in scheduled maintenance or unscheduled downtime of the Services (collectively, “Downtime”). You understand and acknowledge that the Platform or part or all of the Services may be unavailable during any such period of Downtime, and you acknowledge that BitGo Tech is not liable or responsible to you for any inconvenience or losses to you as a result of Downtime. Following Downtime, you further understand and acknowledge that the prevailing market prices of Digital Assets may differ significantly from the prices prior to such Downtime.
COMPUTER VIRUSES. BitGo Tech will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer. BitGo Tech advises you the regular use of a reputable and readily available virus screening and prevention software.
INDEMNIFICATION.
1. Indemnification By You. In addition to any other obligations you may have under other provisions of this Agreement, you hereby agree to indemnify, defend and hold harmless BitGo Tech, its affiliates, and its and their Representatives (each, an “Indemnified Person”) from and against all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind (collectively “Losses”), arising out of, in connection with, or relating to any third-party claim, demand, action or proceeding (a “Claim”) relating to (i) your use of Services; (ii) breach of this Agreement, (iii) violation of any Applicable Law in connection with your use of Services; or (iv) your failure to safeguard any Login Credentials used to access the Platform. For the purposes of this Section 23, “you” means you, your affiliates and your Representatives.
2. Indemnification Procedures.
  1. BitGo Tech will (A) provide you with prompt notice of any indemnifiable Claim under Section 23(a) (provided that the failure to provide prompt notice will only relieve you of your obligation to the extent you are materially prejudiced by such failure and can demonstrate such prejudice); (B) permit you to assume and control the defense of such Claim upon your written notice to BitGo Tech of your intention to indemnify, with counsel acceptable to BitGo Tech in our reasonable discretion; and (C) upon your written request, and at no expense to BitGo Tech, provide to you all available information and assistance reasonably necessary for you to defend such Claim. The Indemnified Person be permitted to participate in the defense and settlement of any Claim with counsel of our choice at our expense (unless such retention is necessary because of your failure to assume the defense of such Claim, in which event you will be responsible for all such fees and costs). You will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Indemnified Person or constitute any admission of or stipulation to any guilt, fault or wrongdoing by such Indemnified Person, without our prior written consent.
  2. You acknowledge and agree that any Losses imposed on BitGo Tech as a result of a violation by you of any Applicable Law, may at BitGo Tech’s discretion, be passed on to you and you acknowledge and represent that you will be responsible for payment to BitGo Tech of all such Losses.
LIMITATION OF LIABILITY.
1. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 24(c) BELOW, IN NO EVENT WILL BITGO TECH, ITS AFFILIATES, SERVICE PROVIDERS, OR ANY OF ITS AND THEIR RESPECTIVE REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE PLATFORM OR THE SERVICES, OR THIS AGREEMENT, EVEN IF BITGO TECH HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
2. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE EXCEPTIONS PROVIDED IN SECTION 24(c) BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF BITGO TECH, ITS AFFILIATES, SERVICE PROVIDERS, OR ANY OF ITS AND THEIR RESPECTIVE REPRESENTATIVES, EXCEED THE FEES PAID OR PAYABLE TO BITGO TECH UNDER THIS AGREEMENT DURING THE THREE (3)-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST INCIDENT GIVING RISE TO SUCH LIABILITY.
3. EXCEPTIONS TO EXCLUSIONS AND LIMITATIONS OF LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN SECTION 24(a) AND SECTION 24(b) WILL NOT APPLY TO BITGO TECH’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. BITGO TECH’S LIABILITY FOR GROSS NEGLIGENCE WILL BE LIMITED TO THE VALUE OF THE AFFECTED DIGITAL ASSETS OR FIAT CURRENCY.
SUSPENSION, TERMINATION, AND CANCELLATION.
1. Disabling Your Account. You may disable your Account at any time and for any reason unless BitGo Tech believes, at our sole discretion, that such action is being performed in an effort to evade an investigation. Disabling an Account will not affect any rights or obligations incurred prior to the date of closure in accordance with this Agreement. Prior to disabling your Account, you must liquidate any Digital Asset balance maintained in your Custodial Account and/or Hot Wallet via the Platform, the proceeds of which will be transferred to your bank account on file or as directed by you. You understand that requesting that BitGo Tech disable your Account will not be interpreted as instructions to liquidate your Account. Instructions to liquidate must be placed through the Platform, and such instructions are solely your responsibility. You understand and acknowledge that you are solely responsible for any fees, costs, expenses, charges or obligations (collectively, “Costs”) associated with the closing of your Account. In the event any incurred Costs exceed the value of your Account, you understand and acknowledge that you are responsible for reimbursing BitGo Tech the value of such Costs and that you will remain liable to BitGo Tech for all obligations incurred in your Account, pursuant to this Agreement, or otherwise, whether arising before or after the closure of your Account or the termination of this Agreement. You understand and agree that BitGo Tech will retain your Account information in accordance with Applicable Law and regulatory obligations.
2. Account Suspension or Termination. By using the Services, you understand and acknowledge that BitGo Tech has the right to immediately suspend or terminate your Account and/or freeze any Asset balance in your Custodial Account and/or Hot Wallet without prior notice if: (i) BitGo Tech suspects, at its sole discretion, you to be in violation of any provision of this Agreement, our AML Program, or any Applicable Laws, or that you present a risk to BitGo Tech, reputational or otherwise; (ii) BitGo Tech is required to do so by Applicable Law or by any regulatory authority, court order, facially valid subpoena, or binding order of a government authority; (iii) BitGo Tech suspects any suspicious or Unauthorized Activity or any actual or attempted Unauthorized Access to your Account or Login Credentials; or (iv) the Account has not been accessed in two (2) years or more. You agree that BitGo Tech may surrender any unclaimed or abandoned Assets held on your behalf in accordance with each state’s escheatment requirements (a/k/a abandoned property laws). If your Account has been suspended or terminated, you will be notified at the point of login to the Platform when you attempt to access the Services. BitGo Tech may, at its sole discretion and as permitted by Applicable Law, provide notice that your Account has been suspended or terminated. Upon termination of your Account, unless prohibited by Applicable Law, BitGo Tech may, at its sole discretion, liquidate any remaining Digital Asset balance in your Custodial Account and/or Hot Wallet and return any proceeds, less any Costs, to your bank account on file or as directed by you. In the event your Account is terminated, you hereby authorize BitGo Tech to sell any such remaining Digital Asset balance in your Custodial Account and/or Hot Wallet at the prevailing market price, and transfer the proceeds to your bank account on file or as directed by you, less any Costs associated with such sales, the Account, and its termination.
3. Death of Individual Account Holder. If BitGo Tech receives legal documentation confirming your death or other information leading us to reasonably conclude that you have died, BitGo Tech will suspend your Account. No activity will occur in your Account until either: (i) your designated fiduciary has opened a new account with BitGo Tech and instructs BitGo Tech to transfer the entirety of your Account to such new account; or (ii) BitGo Tech has received reasonably satisfactory proof that you have not died. If BitGo Tech has reason to believe you may have died but BitGo Tech does not have proof of your death in a form satisfactory to BitGo Tech, you authorize BitGo Tech to make inquiries, whether directly or through third parties, that BitGo Tech considers necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account with BitGo Tech through the Platform. If you have not designated a fiduciary, then BitGo Tech reserves the right to: (A) treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation BitGo Tech, in its sole and absolute discretion, deem necessary or appropriate, including a will, a living trust or a small estate affidavit; or (B) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event BitGo Tech determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, BitGo Tech reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account. Pursuant to the above, the opening of a new Account with BitGo Tech by a designated fiduciary is mandatory following the death of an Individual Account owner, and you hereby agree that your fiduciary will be required to open a new Account with BitGo Tech and provide the Background Information required under this Agreement in order to gain access to the Assets in your Account.
4. Unclaimed or Abandoned Property. If BitGo Tech is holding Assets in your Account, and BitGo Tech is unable to contact you and has no record of your use of the Services for two (2) or more years, Applicable Law may require BitGo Tech to report such Assets as unclaimed property within the applicable jurisdiction. If this occurs, BitGo Tech will try to locate you at the address shown in our records, but if BitGo Tech is unable to locate you, it may be required to deliver any such Assets to the applicable state or jurisdiction as unclaimed property.
5. Discontinued Services. BitGo Tech may discontinue or change any product, Service, or feature, in its sole discretion, at any time. You agree that BitGo Tech may transfer you to a product, Service, or feature that is reasonably similar to the discontinued or changed product, Service, or feature to the extent such product, Service or feature exists. BitGo Tech will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, Service, or feature, to the extent required by Applicable Laws.
6. Survival. The definitions set forth in this Agreement and Sections 3, 5, 6, 12(c), 16 (with respect to outstanding Fees), 17-19, and 23-29, as well as any other provision to give proper effect to the foregoing Sections, will survive the termination of this Agreement.
DISPUTE RESOLUTION.
1. Mandatory Arbitration. In the event of a Dispute (as defined below), such Dispute shall be settled by arbitration as outlined in this Section 26.
2. No Class Action. YOU AGREE THAT ANY CLAIMS WILL BE ADJUDICATED SOLELY ON AN INDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINT ACTION WITH RESPECT TO ANY CLAIMS THAT MAY ARISE UNDER THIS AGREEMENT OR THE PROVISION OF SERVICES.
3. Arbitration Disclosure. ARBITRATION IS FINAL AND BINDING ON THE PARTIES. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. THE ARBITRATOR WILL ISSUE A REASONED AWARD.
4. Arbitration Agreement. Unless otherwise specified, any dispute, claim or controversy between the parties relating to this Agreement (“Dispute”) will be resolved through binding arbitration conducted in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”). All arbitration proceedings will be closed to the public and confidential and all related records will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitration will be conducted before a single arbitrator selected jointly by the parties. If the parties are unable to agree upon an arbitrator, then the AAA will choose the arbitrator. The language to be used in the arbitral proceedings will be English. The arbitrator will be bound to the strict interpretation and observation of the terms of this Agreement and will be specifically empowered to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and other costs, in such equitable manner as the arbitrator may determine. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event will a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such Dispute would be barred by the applicable statute of limitations. Any such arbitration will be conducted in New York, New York or at such other location as may be agreed to by the parties and arbitrator. Notwithstanding the foregoing, each party acknowledges that a breach of this Agreement may cause the other party irreparable injury and damage and therefore may be enjoined through injunctive or other equitable proceedings in addition to any other rights and remedies which may be available to such other party at law or in equity, and each party hereby consents to the jurisdiction of any federal or state courts located in New York, New York with respect to any such Dispute. The parties expressly waive any objection based on personal jurisdiction, venue or forum non conveniens. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of this provision. Under this arbitration provision, the arbitrator will not be bound by rulings in prior arbitrations involving different customers but is bound by rulings in prior arbitrations involving the same customer to the extent required by Applicable Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Dispute must first send to the other a letter describing the Dispute and containing the information described below (a “Notice of Dispute”). Any Notice of Dispute sent to BitGo Tech should be addressed to:

Attn: Notice of Dispute

BitGo Technologies LLC

2443 Ash Street

Palo Alto, CA 94306

bgx@bitgo.com

Any Notice of Dispute sent to you by BitGo Tech will be sent to the email address and/or address in our records that is associated with your Account at the time the Notice of Dispute is sent. The Notice of Dispute must: (i) describe the nature and basis of the Dispute; (ii) set forth the specific relief sought; (iii) set forth the name and address of the claimant; and (iv) identify the Account to which the Dispute relates. If the parties do not reach an agreement to resolve the Dispute described in the Notice of Dispute within sixty (60) days after the Notice of Dispute is received, the parties may commence an arbitration proceeding with the AAA. No party will disclose to the arbitrator the existence, amount, or terms of any settlement offers made by any party until after the arbitrator issues a final award resolving the Dispute.

A form for initiating arbitration proceedings is available on the AAA’s website at http://www.adr.org.

The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to time (the “AAA Rules”) or as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at http://www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the notice address provided above.

If the value of the relief sought (by any party) is $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the value of the relief sought (to any party) exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

GOVERNING LAW AND VENUE. The laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any Dispute, except to the extent governed by federal law of the United States. Any dispute between the parties arising out or relating to this Agreement that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts sitting in New York, New York.
LEGAL.
1. Regulation. BitGo Tech is registered with the United States Department of Treasury’s Financial Crimes Enforcement Network as a money services business (“MSB”). As registered MSBs, BitGo Tech is subject to the Bank Secrecy Act and its implementing regulations which set out the requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing. You understand and acknowledge that your access to and use of the Services is subject to compliance with our AML Program. You understand and acknowledge that BitGo Tech is not a registered broker-dealer and is not a member of the Financial Industry Regulatory Authority or SIPC. You further understand and acknowledge that your cryptocurrency holdings are not protected by the FDIC or SIPC.
2. Compliance with Applicable Laws. Transactions are subject to Applicable Laws. You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”). You understand and acknowledge that in no event will BitGo Tech be obligated to effect any Transaction that BitGo Tech believes would violate any Applicable Law. You further understand and acknowledge that BitGo Tech and any of BitGo Tech’s affiliates are not, both independently and collectively, responsible for any losses, whether direct or indirect, that you may incur as a result of our good faith efforts to comply with any Applicable Law, including any Legal Order. You authorize BitGo Tech to provide any information relating to your Account, your use of the Account or your use of the Services under this Agreement if requested by any valid regulatory body, provided that any such disclosure by BitGo Tech will comply with Applicable Laws, including any applicable privacy rules and regulations.
3. State Licenses and Disclosures. BitGo Tech is required to maintain licenses to engage in money transmission activities in certain states, and these license requirements may impact our provision and your use of certain Services depending on where you live or are formed in. A list of BitGo Tech licenses and corresponding required disclosures and methods for filing complaints with the applicable state regulator can be found at [LINK], which are incorporated herein by reference. If you have any questions about the disclosures, contact us at bgx@bitgo.com before using the Services.
4. Electronic Record. The electronic stored copy of this Agreement is considered to be the true, complete, valid, authentic, and enforceable record of this Agreement, admissible in judicial or administrative proceedings to the same extent as if the documents and records were originally generated and maintained in printed form. You agree to not contest the admissibility or enforceability of the electronically stored copy of this Agreement.
5. Electronic Acceptance. You expressly confirm that you have read, agree to, and consent to be bound by all of the terms and conditions of this Agreement, including all disclosures in this Agreement, including those in Section 28(c). By electronically signing this Agreement, which may be completed by all methods of “clickwrap” or “click through” including by accepting, clicking a button, or checking a box, you acknowledge and agree that such electronic signature is valid evidence of your consent to be legally bound by this Agreement and such subsequent terms as may govern the Services. You are also confirming that you have reviewed the regulatory disclosures referenced in Section 28(c). If you do not agree to all of the terms of this Agreement, do not electronically sign this Agreement and cease from accessing, using, or installing any part of the Services.
MISCELLANEOUS.
1. Interpretation. For purposes of this Agreement, (i) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (A) to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; and (B) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Whenever the masculine is used in this Agreement, the same will include the feminine and whenever the feminine is used herein, the same will include the masculine, where appropriate. Whenever the singular is used in this Agreement, the same will include the plural, and whenever the plural is used herein, the same will include the singular, where appropriate. Section headings in this Agreement are for convenience only and will not govern the meaning or interpretation of any provision of this Agreement.
2. Entire Agreement. This Agreement, the BitGo Tech Privacy Policy, and all disclosures, notices or policies available on the Platform or BitGo Website that are specifically referenced in this Agreement, comprise the entire understanding and agreement between you and BitGo Tech regarding the Services, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of this Agreement) with respect to the subject matter hereof.
3. Remedies. In the event that you or your affiliates, and your Representatives breach any of your representations, warranties, agreements or covenants set forth in this Agreement or otherwise fail to comply with the requirements of this Agreement, any policies of BitGo Tech, including by giving BitGo Tech inaccurate or incomplete information for any reason, BitGo Tech will have the right to suspend and/or terminate this Agreement and disable your Account (as outlined in Section 28(b)). You hereby acknowledge that you will be liable for all damages suffered by BitGo Tech and its affiliates resulting from any such breach by you or your Representatives. Further, in the event of such breach, BitGo Tech and its affiliates will have the rights of a secured creditor under all Applicable Laws with respect to your Account and can recover all damages incurred by BitGo Tech and its affiliates by selling any or all of the Digital Assets held in your Account and stored in your Custodial Account and/or Hot Wallet. You hereby acknowledge that BitGo Tech has sole discretion over what actions, if any, BitGo Tech takes in the event of such breach and that BitGo Tech may take such action without prior notice to you. If a breach by you or your Representatives involves participation by other parties with Accounts at BitGo Tech, you and such parties will be jointly and severally liable for all resulting damages to BitGo Tech, its affiliates and its Representatives.
4. Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by an authorized representative of the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the parties.
5. Force Majeure. BitGo Tech will not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of any Services which result directly or indirectly from any cause or condition beyond the reasonable control of BitGo Tech, including any delay or failure due to any act of God, natural disasters, act of civil or military authorities, act of terrorists, including cyber-related terrorist acts, hacking, government restrictions, exchange or market rulings, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which are beyond the reasonable control of BitGo Tech.
6. Assignment. You may not assign any rights and/or licenses granted under this Agreement without the prior written consent of BitGo Tech. BitGo Tech may not assign any of its rights without your prior written consent; except that BitGo Tech may assign this Agreement without your prior consent to any of its affiliates or subsidiaries or pursuant to a transfer of all or substantially all of BitGo Tech’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted transfer or assignment in violation hereof will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
7. Relationship of the Parties. Nothing contained in this Agreement will be construed as creating any partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between you and BitGo Tech.
8. Severability. If any term or provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that term or provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

***

E-Sign Consent

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with BitGo Tech and your use of the Services. Communications include (i) this Agreement and updates to this Agreement, (ii) any policies published by BitGo Tech with respect to use of the Services, including the BitGo Tech Privacy Policy, including updates and amendments thereto; (iii) trading details, history, transaction receipts, confirmations, and any other transaction information; (iv) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (v) responses to claims or customer support inquiries.

We will provide these Communications to you by posting them on the Platform, and BitGo Tech may also email these Communications to you at the primary email address you have provided, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Recent News

Featured Blog Post

BitGo Tech General Terms and Conditions for Services