Effective Date: August 28, 2023
Welcome! We’re glad you’ve decided to use Bitkey. Before you get started, you must read and accept these terms of service.
By participating in this external beta testing program you’ll get access to a beta version of the Services (as defined below). This beta version of the product, which is provided to you at no cost, is in the pre-public-release stage. You acknowledge that it may contain bugs, errors and/or other issues and may be incomplete, and that there is a chance that You may lose your bitcoin. Therefore, we recommend you keep an amount of bitcoin in your Bitkey that you’re comfortable with. As the beta program is meant for testing our program, the program will end after a period of time. We will provide at least 21 days notice to you before ending the beta testing program. The Services (including Hardware) are provided without any warranty.
These Bitkey Terms of Service (“Terms”) form a legal agreement between you (“You”, “your”) and: (a) Block, Inc. (“Block US”), if You provide a shipping address that is located in the United States of America (consisting of the 50 states and Washington, D.C.) (the “United States”), or, (b) Block Global B.V. (“Block Global”), if You provide a shipping address that is located outside of the United States (Block US or Block Global, as dictated by Your shipping address, shall mean “Block”, “we”, “our”, or “us”). These Terms govern your use of Bitkey, a self-custody bitcoin wallet, which includes a mobile application (“App”), a hardware device (“Hardware”), and a set of recovery tools. Block will create website(s) to enable You to learn more about Bitkey (including bitkey.build), as well as access Customer Support content and to contact our Customer Support team. The App, Hardware, recovery tools, and Block’s websites are collectively referred to as the “Service(s)”. By signing up with Block and using any or all of the Service(s), You represent and affirm that You are at least 18 years old, have the legal capacity to agree to these Terms, which includes our Privacy Notice, and You agree to be legally bound by these Terms in their entirety.
PLEASE NOTE THAT YOU SHOULD REVIEW ALL TERMS CAREFULLY, INCLUDING THOSE PROVISIONS WHICH LIMIT OUR LIABILITY (SEE SECTION 4(E)) AND THOSE REGARDING INDIVIDUAL ARBITRATION FOR POTENTIAL LEGAL DISPUTES (SEE SECTIONS 4(H)).
2. Provision of Hardware; Taxes
As an external beta participant, we will provide You with a beta version of the Services (including Hardware) at no cost. You are responsible for identifying and bearing any reporting requirements and costs associated with importing the Hardware to the shipping address. Risk of loss and title for Hardware passes to You upon our delivery of Hardware to the carrier. You are responsible for, including calculating and remitting, (a) any applicable Indirect Taxes to the appropriate governmental taxing authorities, and (b) any applicable import customs, duties, or similar regulatory fees associated with importing the Hardware. We specifically disclaim any liability or responsibility for calculating, charging, collecting, remitting, or bearing any of such taxes, duties, or fees. You acknowledge and agree that You will indemnify, defend, and hold us harmless from and against all liabilities, damages, and costs (including settlement costs and attorneys’ fees) arising out of (a) your failure to report or remit any applicable taxes associated with your use of the Hardware, or (b) your breach of any applicable tax or customs laws, regulations, and requirements. “Indirect Taxes” means any applicable sales, use, value-added, goods and services, consumption, telecommunications, documentary, or other similar taxes, duties, levies, fees, or excises, imposed by any federal, state, foreign, provincial or local governmental taxing authority with respect to your participation of the external beta and use of the Services under these Terms.
Notwithstanding the foregoing, You are responsible and liable for identifying and calculating any and all taxes required to be assessed, incurred, collected, paid or withheld in connection with the Services.
A. Return of Hardware. If there is a defect with your Hardware, we may ask you to ship the Hardware back to us, at our cost. If You received a defective test unit of Hardware, we may be able to provide You with a new Hardware, however, that is not guaranteed.
B. Export Policy. You acknowledge that the Services are subject to the customs and export control laws and regulations, including those of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received, and You agree to comply with all applicable laws. You agree, represent, and warrant that the Services will not be accessed from, downloaded in, released in, carried to, transferred to, transshipped through, exported to, or re-exported (collectively “transferred”) to any territory (or national resident thereof), person, entity, or organization to which such Services could not be transferred directly from the United States, and, if You are contracted with Block Global, the European Union.
3. Services Terms
A. Availability. We may not make all of the Services available in all markets and jurisdictions, and Services may only be accessible from certain territories or jurisdictions (“Available Countries”). From time to time, we may make changes to the availability of the Services, and we will do our best to ensure You will have the ability to access your account. You may only use the Services if You are located in an Available Country.
We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier.
B. Risks. The Services are designed to help You easily and securely manage your bitcoin. However, there are risks associated with bitcoin and self-custody, and it is important to understand the risks before You use our Services. Risks Inherent to bitcoin: (1) Bitcoin transactions are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable and we will not be held liable for any fraudulent or accidental transactions; (2) Bitcoin is not legal tender in every country and is not backed by a government or central bank. As such, there is no protection, such as deposit insurance, to cover any losses associated with Bitcoin; (3) Legislative and regulatory changes or actions at the state, federal or international level may adversely affect the use, transfer, exchange, and value of bitcoin; (4) The blockchain is maintained by a vast, decentralized computer network spread around the world, and choosing to participate in bitcoin transactions on the blockchain is at your own risk and based solely on your own understanding of bitcoin and the blockchain; (5) Hacking can occur even when You use the strongest security settings and as such your bitcoin may be irretrievably stolen. You acknowledge that theft of your App or Hardware, used in conjunction with recovery services may be used by fraudsters or hackers to steal your bitcoin; (6) Certain transfers of bitcoin may be considered taxable events, and local tax rules applicable to bitcoin may be unclear or may change with short notice. You are obligated to track and report any taxable events; (7) As with many currencies and assets around the world, Bitcoin value may fluctuate unpredictably and its value as tied to a specific fiat currency may go up or down, which may result in financial loss; and (8) Ultimately, You control access to your keys. While we offer recovery services, there may be situations where we are unable to assist You with recovery. In that scenario, You may face total loss of access to your wallet and bitcoin.
C. Security. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are solely responsible for safeguarding access to your App, Hardware, and recovery communication method (e.g. your phone number or email address), as access to your App, Hardware, or control over the communication method could compromise your keys and bitcoin. You understand that if there is unauthorized access to your keys, your bitcoin could be immediately at risk. If there is unauthorized access to either your App or Hardware, we recommend you regain sole control over your funds using the recovery tools as soon as possible.
D. Communications. In order to provide You with the Services, we must be able to communicate with you. You understand and agree that You must provide us with either a mobile phone number or e-mail address, and depending on your location, we may be only able to offer You one communication type and You must provide us with that contact information. You consent to accept and receive communications from us, including e-mail, text messages, and push notifications to the cellular telephone number You provide to us when You set up the Services or update the contact information associated with your account. We may send You communications related to transaction details, recovery requests, requests for secondary authentication, notifications regarding updates to the Services, and research, marketing or promotional communications. Text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
You may opt-out of receiving marketing and promotional communications we send to You and we will provide You with instructions on how to do so (e.g. by following the unsubscribe options for email communications). You acknowledge that opting out of receiving communications may impact your use of the Services.
4. General Terms
A. Intellectual Property. We grant You a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services as authorized under these Terms. We may make updates to the Services available to you (including security and technical updates), which You must accept to continue using the Services. Any such updates may be subject to additional terms made known to You at that time. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
We reserve all rights not expressly granted to You in these Terms. The Services are protected by copyright, trademark, patent and other laws of the United States and other countries. These Terms do not limit any rights that we may have under copyright, trademark, patent, or other laws. We own all rights, title, and interest, in and to the Services and all copies of the Services. These Terms do not grant You any rights to our trademarks or service marks.
B. Feedback. We may from time to time ask You to participate in a beta test or similar programs or activities regarding Services, or You may give us feedback, comments, reviews, ideas or suggestions (“Feedback”) on a solicited or unsolicited basis. You agree that your Feedback, solicited or unsolicited, and whether or not part of a beta test or similar program or activity, will be the intellectual property of solely Block, and Block will have the rights to use and disclose such Feedback in Services. You shall have no claim or right to any compensation of any kind, direct or indirect, relating to the Services or use, sale, licensing, distribution of Services incorporating feedback by Block, Block’s affiliates, or Block’s users.
C. Representations and Warranties. You represent and warrant to us that: (a) You are at least eighteen (18) years of age; (b) You are legally eligible to use the Services and have the right, power, and ability to enter into and perform under these Terms; (d) any information You provide in connection with the Services are accurate and true; (e) You and all transactions initiated by You will comply with all federal, state, and local laws, rules, and regulations applicable to you; (f) You will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (g) your use of the Services will be in compliance with these Terms.
D. No Warranties. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, BLOCK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
BLOCK DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Block does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party.
E. Limitation of Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLOCK BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, BLOCK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL BLOCK BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, OR THE INFORMATION CONTAINED PROVIDED TO US.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF BLOCK IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) 200 USD.
THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CASH APP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
F. Third Party Products and Services. You may be offered services, products, and promotions provided by third parties and not by us, including, but not limited to, third party platforms that allow You to transfer bitcoin, or to convert fiat currency into bitcoin or bitcoin into fiat currency (“Third Party Services”). If You decide to use Third Party Services, You will be responsible for reviewing and understanding the Third Party’s terms and conditions and fees for these services. We are not responsible or liable for the performance of any Third Party Services. Further, You agree to resolve any disagreement between You and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not us. BLOCK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE
The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by us. Such third party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When You use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that websites’ own terms, rules, and policies.
G. Indemnity. You agree to indemnify and hold Block (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, as well as losses, expenses, damages and costs, resulting from any violation of these Terms, non-payment of Taxes and Import Fees, or your use of the Services (including negligent or wrongful conduct).
H. Binding Individual Arbitration. This Section only applies if You are contracted with Block US.
You and Block agree that any and all Disputes, except those that are resolved informally or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. “Disputes” are defined as any claim, controversy, or dispute between You and us, our processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether based on past, present, or future events, including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.
ANY ARBITRATION UNDER THESE TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST BLOCK. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
Before an arbitration is commenced, You or Block must first send to the other party a written Notice (“Notice”). Any Notice to us should be sent by certified mail to: Block, Inc.,1955 Broadway, Oakland, California, 94612, USA. Any Notice sent to You will be sent to the e-mail address or phone number on file for your account. The Notice must: (i) include your name and Hardware serial number; (ii) describe the nature and basis of the Dispute; and (iii) set forth the specific relief sought. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within thirty (30) days from the date the Notice is sent. After that thirty (30) day period and not before, either party may commence arbitration.
If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Consumer Arbitration Rules through the Procedures for the Resolution of Disputes through Document Submission (the “AAA Rules”), including Rule D-3(b), except You and Block will have the right to file early or summary dispositive motions and so long as the claim is arbitrable under the AAA Rules. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, You may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis.
The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. So long as it is consistent with the AAA Rules, including Rule D-3(b), the arbitration shall occur through the submission of documents to one arbitrator. To the extent any in-person arbitration hearing is required, the arbitration hearing will occur in San Francisco, California; provided, however, that if circumstances prevent You from traveling to San Francisco, the Arbitrator may hold an in-person hearing in your hometown. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. We value your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
In accordance with the AAA Rules, the party initiating the arbitration (either You or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to You and Block also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, You agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and You hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of San Francisco, California, or federal court for the Northern District of California.
You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, You must send us an opt-out notice (the “Opt Out”) within thirty (30) days after You purchase or first use the Services or we first provide You with the right to reject this provision. The Opt Out must be mailed to Block, Inc., Attn: Bitkey Arbitration Provision, 1955 Broadway, Oakland, California, 94612. This is the only way of opting out of this provision. Opting out will not affect any other aspect of these Terms or the Services, and will have no effect on any other or future agreements You may reach to arbitrate with us.
I. Governing Law. If You are contracted with Block US, then these Terms and any Dispute will be governed by the Federal Arbitration Act, as set forth above, and by California law and/or applicable federal law, without regard to its choice of law or conflicts of law principles.
If You are contracted with Block Global, then these Terms and any Disputes will be governed by Dutch law, with exclusive jurisdiction for the Netherlands Commercial Courts.
J. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You and any attempted transfer or assignment will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
K. Termination. We may terminate this agreement at any time. We will take reasonable steps to provide You with at least 21 days advance notice before terminating your access to and use of the Services.
In the event of termination: (a) the license and any other rights granted under these Terms will end, (b) You agree to immediately terminate and cease use of all Services, (c) we may (but have no obligation to) delete your information and data stored on our servers, and (c) we will not be liable to You or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. The following sections of the Terms will survive and remain in effect in accordance with their terms upon termination: Section 4 (General Terms) and Section 2 (Provision of Hardware; Taxes).
L. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given via email or text. You agree and consent to receive such communication electronically. For notices made by e-mail or text, the date of receipt will be deemed the date on which such notice is transmitted.
M. Other. These Terms, and any applicable policies and notices, form a complete statement of the agreement between You and Block regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Block and You regarding the Services. In the event of a conflict between these Terms and any other Block agreement or policy, these Terms will prevail and control the subject matter of such conflict. If any provision of these Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our terms conflicts with the English version, the English version controls.
If you are an EU resident, these Terms do not affect your rights to rely on any mandatory provisions of the law of the country in which you are resident.
If You have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org.