YOU ARE REQUIRED TO READ THIS AGREEMENT CAREFULLY BEFORE RELYING ON THE BITGO INSTANT STATUS API, BITGO INSTANT TRANSACTION STATUS, OR OTHER BITGO AUTHENTICATION/STATUS PRODUCTS OR SERVICES. IF YOU DO NOT AGREE TO THE TERMS HEREIN, YOU MAY NOT RELY ON OR USE THE BITGO INSTANT STATUS API, BITGO INSTANT TRANSACTION STATUS, OR OTHER BITGO AUTHENTICATION/STATUS PRODUCTS OR SERVICES. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE E-MAIL BITGO AT email@example.com.
THIS RELYING PARTY AGREEMENT AND LIMITED WARRANTY (this “Agreement”) is between BitGo, Inc., a Delaware corporation (“BitGo”) and you, an authorized user of the BitGo Instant Status API (“you” or the “Relying Party”). You and BitGo agree as follows:
1.1 “ BitGo API ” means BitGo’s application program interface made available to you through which you may retrieve certain data relating to Bitcoin transactions and BitGo services. The BitGo API consists of multiple application program interfaces for retrieving various types of data, grouped generally by the type of data being retrieved, and includes, without limitation, calls to determine whether or not a transaction(s) is a BitGo Instant Transaction (“BitGo Instant Status API”).
1.2 “BitGo Instant Transaction” means a Bitcoin transaction initiated by an eligible BitGo user to You that is subject to the terms of the limited warranty described in Section 3 of this Agreement.
1.3 “BitGo Instant Transaction Status” means the response(s) to call(s) made through the BitGo Instant Status API including whether or not the transaction is a BitGo Instant Transaction and any limitations and/or conditions associated therewith.
2.1 Applicability. This Agreement is effective immediately upon your use of the BitGo. Instant Status API or your reliance on a transaction’s BitGo Instant Transaction Status communicated by the BitGo Instant Status API. This Agreement lasts for as long as you assert that you have reasonably relied on a BitGo Instant Transaction Status.
2.3 Limitations on Use. You agree not to use the BitGo API including, without limitation, the BitGo Instant Status API, BitGo Instant Transaction Status for any unlawful purpose or in a manner that harms BitGo, BitGo’s service providers or users, or any other person.
3. Limited Warranty.
3.1 Limited Warranty. Subject to the limitations, requirements, and conditions set forth in this Agreement and via the BitGo Instant Status API and any applicable BitGo Instant Transaction Status, BitGo warrants that a BitGo Instant Transaction will be confirmed on the Bitcoin block chain. This limited warranty is void if you breach the terms of this Agreement, and this limited warranty terminates with respect to any transaction as soon as such transaction is confirmed on the Bitcoin block chain.
3.2 Qualifications/Warranty Exceptions. The limited warranty provided herein only applies if all of the following are true:
- Prior to relying on a BitGo Instant Transaction Status, you checked all status information provided by BitGo related to the BitGo Instant Transaction to confirm that the information was still valid and that the BitGo Instant Transaction Status had not expired or been revoked.
- Prior to relying on a BitGo Instant Transaction Status, you gathered sufficient information to make an informed decision about whether your intended reliance on the BitGo Instant Transaction Status was reasonable in light of the circumstances. This includes evaluating available information about the transaction and risks associated with your intended use and the conditions and limitations associated with the applicable BitGo Instant Transaction Status.
- Your reliance on a BitGo Instant Transaction Status is reasonable based on the circumstances. Your reliance is not reasonable if (i) there was information reasonably available, or if information was known by or presented to you, that would have led a reasonable person not to expect that a transaction would be validly executed or confirmed or (ii) you used software or hardware that did not satisfactorily perform the technological procedures required to verify the validity of the transaction.
- You were the intended recipient of the Bitcoin Instant Transaction, you relied on the transaction’s BitGo Instant Transaction Status by providing the recipient instant credit or notional value, and the associated transaction was not confirmed on the Bitcoin block chain.
- You attempted to contact the sender of the transaction to verify the status of the transaction.
- You submit the claim via email to firstname.lastname@example.org within 10 business days after the transaction occurred. A failure to submit the claim via email within the required 10 business day period constitutes a conclusive waiver of the claim. The email claim must include your contact information (name, street address, phone number and e-mail address); the date of the transaction; the transaction marked in question (marked with a BitGo Instant digital signature);the nature of your reliance on the BitGo Instant Transaction Status; the amount of the associated loss; and a description of any additional information, logs, records or supporting information that you have.
- You cooperate fully with any investigation of your claim, including providing any additional information that BitGo may request.
3.3 Processing/Required Claim Procedure. Within 4 days after receiving your email including all information required under Section 3.2(f) of this Agreement and all supporting documentation, BitGo will determine the amount eligible for reimbursement, if any. If you do not receive a response from BitGo within 4 days of submitting all supporting documentation, then the claim is deemed denied. If you are not satisfied with BitGo’s initial determination of your claim, then, within 7 days of the denial or partial denial, you must send a notice via email to BitGo at email@example.com requesting a review of your claim. Your failure to send such notice under this mandatory procedure within 7 days after initial denial of the claim constitutes waiver of appeal and BitGo’s initial determination is final, binding, and a complete defense and bar to any attempt at arbitration on the ground of failure to exhaust administrative remedies. If such determination is then unsatisfactory to you, your sole recourse is arbitration in accordance with Section 6.2 of this Agreement.
3.4 Sole Remedy for Breach of BitGo Warranty/Limitation on Reimbursement. If BitGo breaches the warranty made in Section 3.1, and if you meet the requirements in Section 3.2 and 3.3, then, subject to remaining terms and restrictions in this Agreement, BitGo will reimburse you for the value of the BitGo Instant Transaction (less any consideration received by you with respect to such transaction), as stated in the BitGo Instant Transaction Status, up to a maximum of 1,000 BTC for all claims made by you (“Aggregate Limit”). BitGo administers all claims on a first-come, first-serve basis. If the Aggregate Limit is met, then you waive BitGo of any liability for all remaining unreimbursed claims, regardless of whether any amount was actually paid to you. The sole and exclusive remedy for a breach by BitGo of the limited warranty set forth in this Section 3 shall the reimbursement described in this Section 3.4 pursuant to the claim procedure described in Section 3.3.
4. Disclaimers and Limitations of Liability.
4.1 Warranty Disclaimers. THE BITGO API, THE BITGO INSTANT TRANSACTION API, AND ANY BITGO INSTANT TRANSACTION STATUS ARE PROVIDED "AS IS" AND "AS AVAILABLE”. YOUR USE THEREOF IS AT YOUR OWN RISK. EXCEPT FOR THE LIMITED WARRANTY UNDER SECTION 3, BITGO DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BITGO DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ACCESS TO PRODUCTS OR SERVICES WILL BE TIMELY OR ERRORFREE. BITGO DOES NOT WARRANT ANY THIRD PARTY PRODUCT OR SERVICE.
4.2 Limitation on Liability. EXCEPT FOR CLAIMS UNDER SECTION 3 (WHICH ARE SUBJECT TO THE LIMITS DESCRIBED IN SECTION 3), YOU HEREBY WAIVE ALL LIABILITY OF BITGO AND ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, CONTRACTORS, AND AGENTS, RESULTING FROM OR CONNECTED TO THE RELIANCE ON ANY BITGO INSTANT TRANSACTION STATUS OR USE OF THE BITGO API OR THE BITGO INSTANT TRANSACTION API, INCLUDING ANY LOSS RELATED TO THE ACTIONS OR OMISSIONS OF A THIRD PARTY. YOU WAIVE ALL LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT OR A BITGO PRODUCT OR SERVICE, INCLUDING ALL DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA. THIS WAIVER APPLIES EVEN IF BITGO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 Force Majeure/Internet Reliability. Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that the circumstances causing such failure or delay are beyond a party’s reasonably control. You acknowledge that BitGo’s products and services are subject to the operation and telecommunication infrastructures of the Internet, the operation of your Internet connection services and the Bitcoin blockchain, all of which are beyond BitGo’s control.
4.4 Applicability. The waivers and limitations in this Section 4 apply only to the maximum extent permitted by law and apply regardless of: (i) the reason for or nature of the liability, including tort claims; (ii) the number of any claims; (iii) the extent or nature of the damages; or (iv) whether any other provisions of this agreement have been breached or proven ineffective.
5.1 Indemnification. You shall indemnify BitGo and its contractors, agents, employees, officers, directors, shareholders, affiliates, and assigns against all liabilities, claims, damages, costs, and expenses, including reasonable attorneys’ fees and costs, related to: (i) your failure to comply with this Agreement; or (ii) your improper use of, or unreasonable reliance on, a BitGo product or service.
5.2 Indemnification Procedure. BitGo shall notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements), provided that: (i) you inform and consult with BitGo about the progress of any litigation or settlement; (ii) any settlement does not stipulate any liability or wrong-doing by BitGo; and (iii) any settlement does not requires specific performance by BitGo. BitGo may elect to participate in the defense of a claim using counsel of its choice at its own expense.
6.1 Entire Agreement. This Agreement, including any other terms, agreements, policies and guidelines incorporated herein by reference, constitutes the entire agreement between you and BitGo and govern your reliance of the BitGo Instant Transaction API, superseding any prior agreements between you and BitGo with respect thereto.
6.2 Arbitration. YOU AND BITGO AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. You agree that you and BitGo are each waiving the right to a trial by jury and to participate in a class action. This arbitration provision shall survive any termination of other terms or this Agreement.
- Notice. The party seeking arbitration must notify the other as follows. If you seek arbitration, you must send to BitGo, by certified mail, a written notice of your claim (“Notice”) to the address at the end of this Agreement (“Notice Address”). If BitGo seeks arbitration, it will send, by certified mail, a written Notice to the address on file, or if you have not provided your address, then to the email address we have for you on file. A Notice, whether sent by you or by BitGo, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The arbitrator shall not have the power to award damages that are limited or waived by this Agreement (such as punitive damages, treble damages, or any other damages which are not compensatory), to the extent such limitation or waiver is permitted under applicable law. Each party shall bear its own attorneys’ fees or costs in any proceeding brought under this Agreement, and no arbitrator shall award attorneys’ fees or costs to the substantially prevailing or the prevailing party. The arbitration proceedings and decision of the arbitrator shall be kept confidential (and may not be disclosed) by the parties or the arbitrator, except to the extent necessary to compel any award made by the arbitrator.
- The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The arbitrator shall be bound by this Agreement. The arbitration hearings will take place in San Francisco, California. However, if you reside outside of the United States of America, you will afford BitGo the opportunity to elect to make the arbitration convenient by either: (a) being conducted solely on the basis of documents submitted to the arbitrator, with the parties participating through a telephonic hearing; or (b) arbitrating in your country of residence at a location reasonably convenient to you and BitGo.
- YOU AND BITGO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BitGo agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
- CHOICE OF FORUM IN LIEU OF ARBITRATION. IF THE PROVISIONS IN SECTION 6.2(c) ARE UNENFORCEABLE, THEN SECTION 6.2 WILL BE DEEMED VOID AND WITHOUT AFFECT. FURTHER, IF ARBITRATION CANNOT BE COMPELLED UNDER THIS AGREEMENT OR IF SECTION 6.2(c) IS NOT ENFORCEABLE, THEN YOU AND BITGO AGREE AND IRREVOCABLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED IN KING COUNTY WASHINGTON FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
6.3 Choice of Law. The laws of the state of Washington shall govern the interpretation, construction, and enforcement of this agreement and all matters related to it, including tort claims, without regards to any conflicts-of-laws principles. The parties hereby submit to the exclusive jurisdiction of and venue in the state and federal courts located in the State of Washington. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
6.4 Savings Clause. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, the parties agree that the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions, and that the remaining provisions be given their full force and effect.
6.5 Independent Contractors; No Third-Party Beneficiaries; Assignment. BitGo and you are not legal partners or agents of each other; instead, our relationship is that of independent contractors. No third party has any rights or remedies under this Agreement. Not by limitation, the sender of a BitGo Instant Transaction shall have no rights or remedies under this Agreement. You may not assign or delegate this Agreement or your obligations, rights or responsibilities hereunder. Any attempt by you to do so is void. BitGo may assign or delegate this Agreement, its obligations, rights and responsibilities hereunder, in whole or in part, at any time with or without notice to you.
6.6 Company Use. If you are acting on behalf of an organization, you are agreeing to this Agreement for that organization and promising to BitGo that you have the authority to bind that organization to this Agreement (in which event, “you” and “your” will refer to that organization). Nevertheless, each individual that uses the BitGo API or the BitGo Instant Transaction API accepts this Agreement on behalf of an organization agrees that the permissions given to BitGo under this Agreement, and the restrictions and limitations to the rights of persons and entities set forth herein, apply to each such individual. You may use the BitGo API and the BitGo Instant Transaction API only in compliance with this Agreement and only if you have the power to form a contract with BitGo and are not barred under any applicable laws from doing so.
6.7 Interpretation. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement will not be construed in favor of or against any party by reason of the extent to which any party participated in the drafting of this Agreement.
Our address for arbitration or other notices:
Attn: Claims Department
2443 Ash St, Palo Alto, CA 94306