Block.io, Inc. User Agreement

This is an agreement between Block.io, Inc., (collectively referred to herein as “Block.io”, “we”, “us”, or “our”) and you (each of Block.io and you, a “Party” and together the “Parties). By using any Block.io service, whether through www.block.io (the “Website”), any associated website, API, or mobile application (collectively, “Services”), you agree that you have read, understood, and accept all of the terms and conditions contained herein (the “User Agreement”), as well as our Privacy Policy located at https://www.block.io/privacy.

You may be an employee or agent of a business entity, and therefore references to “you” shall also include: (1) any entity or individual that is your employer or for whom you act as agent, and (2) any of such entities other users individually (collectively, “Personnel”), in each case unless otherwise stated on the Website or in this User Agreement.

By accessing the www.block.io website and/or using the Services, you agree to these terms and conditions (including those set forth in our Privacy Policy and any other policies made available through the Website, the Services, or in our communications with you (collectively “Policies”)). Please read them carefully. This User Agreement and the Policies govern your use of the Services. This User Agreement contains a binding arbitration provision, which you understand and agree to, and you additionally understand and agree that by entering into this User Agreement you waive your right to a trial by jury and right to participate in any class action lawsuit based on any dispute you may have with us. In addition, by using the Services, you represent and warrant that you are not a Prohibited User as defined in Section 3 of this User Agreement. If you are a Prohibited User, you must not use the Website or the Services. If we believe (in our sole judgment) that you are, or may be, a Prohibited User, we may suspend, cancel or terminate your User Account without notice to you and without any liability.

GENERAL USE
1. Eligibility. By entering into this User Agreement, you affirm that you are an individual, at least 18 years of age or older, have the capacity to enter into this User Agreement and agree to be legally bound by the terms and conditions of this User Agreement, including the Policies as incorporated herein, as amended from time to time. In order to use Services provided by Block.io, you may be required to provide certain identifying information. We use information you provide to us as described in our Privacy Policy. We do not store information you provide to us except as necessary to allow you to access your User Account and use the Services.
2. Modification
  1. We may change the terms of this User Agreement at any time. Any such changes will take effect when posted on the Website, or when you use the Services. Please check back frequently because some of the terms may have changed since the last time you used the Services.
  2. Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement. Our failure or delay in enforcing or partially enforcing any provision of this User Agreement shall not be construed as a waiver of any such provision.
DEFINITIONS
1. "API" means application programming interface, and is not a Service, as defined below. Our API allows developers to programmatically access Wallets.
2. "Fork" means a change to the underlying protocol of a Virtual Currency network that results in more than one version of a Virtual Currency, the result of which may be one or more versions that are not supported by Block.io.
3. "Service" means one or more features provided or operated by Block.io via website or local application (mobile, desktop, or otherwise), including but not limited to: (a) a wallet service consisting of software that permits you to manage your Virtual Currency, organize network addresses, view transaction history and transact in Virtual Currencies (the “Wallet”); and (b) a notification service through which you may subscribe to notifications based on changes to your Wallet (e.g., balance changes, transfers of Virtual Currency, etc.) (the “Notification Service”).
4. "User Account" means an account for Services associated with both (i) a Wallet and (ii) an email address or login ID which need not be associated or associable. A Wallet is not, by itself, a User Account, and a User Account is not necessary to access any Virtual Currency stored in a Wallet.
5. "Virtual Currency" means a cryptocurrency, digital currency, digital asset, cryptoasset or other such similar term describing, for example, Bitcoin, Dogecoin, or Litecoin but does not include a derivative of a virtual currency or a security.
APPLICABLE LAW
Your relationship with Block.io and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (“Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law. If your use of the Services is prohibited by Applicable Law (including, without limitation, United States sanctions), you shall not use the Services.
1. PROHIBITED USERS
  You represent and warrant that: (a)(i) you are not currently identified on the specially Designated Nationals and Blocked Persons List maintained by the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (ii) you are not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the Virtual Currency stored in any Wallet are the property of, or are beneficially owned by, directly or indirectly, any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Economic Powers Act, 50 U.S.C. § 1701 et seq., the Trading with the enemy Act, 50 U.S.C. App. 1 et seq. or any Executive Orders or regulations promulgated thereunder with the result that offering the Services to you is prohibited by law (“Embargoed Person”), (c) where you represent an entity, no Embargoed Person has any interest of any nature whatsoever in such entity (whether directly or indirectly), (d) none of the Virtual Currency in any of your Wallets has been derived from any unlawful activity with the result offering the Services to you is prohibited by law, and (e) you have implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times (the foregoing references to you or your users contained in clauses 3.1(a) through (e) above, the “Prohibited Users”).
BLOCK.IO USER ACCOUNT
1. Account Creation
  1. Creating your own User Account may require you to use multiple methods of authentication or verification. If you do not verify your User Account within 90 days of creation, it may be automatically deleted.
  2. You agree and understand that you are solely responsible for managing and maintaining the security of any information relating to your login credentials and your private keys, and agree that Block.io will not be held responsible (and you will not hold us responsible) for any unauthorized access to the Services and/or data relating to your private keys or any resulting harm you may suffer (including loss of Virtual Currency).
  3. You agree that you will not permit access to your login credentials and/or any private data relating to your User Account and/or Wallet(s) to any other party and will not hold Block.io responsible for any actions taken by individuals unauthorized to access your User Account, Wallet(s), and/or private keys.
2. Communications
  1. By entering into this User Agreement, you understand and agree that any and all communications from Block.io may be provided to you via electronic mail at the address you provided when creating your User Account. You agree and acknowledge that Block.io shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of the Services so long as such notice is provided to the email address associated with your User Account.
  2. You further acknowledge and agree that Block.io shall also be permitted to communicate with you through other methods including via telephone call or instant messaging or chat applications either operated by Block.io or a third party.
  3. If you use any of the Notification Services, you acknowledge that the Notification Services are “self-configuration” services and that you are solely responsible for their proper configuration, including for testing to confirm that such Notification Services are properly configured. The Notification Services are provided for your convenience on an informational basis only, and should not be relied upon for monitoring the status of your Wallet or User Account. We do not guarantee that any notifications received via the Notification Services will be accurate or timely. The information provided by the Notification Services is public information made available through the relevant Virtual Currency blockchain and is provided without any representations or warranties whatsoever from Block.io.
3. User Account Suspension or Termination
  1. You may close your User Account at any time, at your sole discretion. You may be required to take certain actions in order to complete a pending transaction or providing additional information prior to closing such User Account. You are solely responsible for any fees already incurred or associated with the closing of your User Account, whether incurred directly by you from Block.io, or incurred by Block.io on your behalf with a third party in order to complete any such action. For the avoidance of doubt, your Wallets are accessible without a User Account as long as you retain all private keys associated with your User Account and/or Wallet(s). Closing your User Account may not result in the deletion of information we hold about you, which will be retained in accordance with our Privacy Policy. You acknowledge and agree that you will transfer all Virtual Currency out of any Wallet associated with such User Account prior to closing such User Account. Once we have finally deleted all information about you and your User Account, we may have no way to verify the prior existence of your User Account and will have no way to retrieve your information (including your Wallet information).
  2. You agree and understand that Block.io reserves the right, in our sole discretion, to immediately suspend, freeze, or terminate your User Account or any Wallet in the event that you are suspected by us of having violated any provision of this User Agreement, believed to be in violation of Applicable Law, believed to be or have become a Prohibited User, or are believed to be involved in activities or conduct detrimental to Block.io (including by continuing to use any version of the Services that Block.io has indicated to you as being antiquated, deprecated, or no longer supported). In the event that we suspend, freeze, or terminate your User Account or any Wallet, we reserve the right to restrict the transfer of Virtual Currency out of any such Wallet while such account is suspended or frozen.
  3. Abandoned Virtual Currency. You acknowledge and agree that Block.io Wallets are intended for use by developers to transact using Virtual Currency, and not intended for long term storage of any Virtual Currency. Therefore, you acknowledge and agree that if you do not access the Services for at least twelve (12) months, Block.io may consider your User Account abandoned and deactivate or suspend your User Account. In the event of a suspension or deletion for abandonment, Block.io will not have access to any Virtual Currency in your Wallets and will reactivate your User Account if you contact us at support@block.io. Your Virtual Currency will remain accessible using your account's private keys without Block.io Services.
  4. End-of-Life Technology. From time to time, Block.io may upgrade the technology used to deliver the Services, including Wallets, for example, as new security technology becomes available. Block.io may also remove certain features at its sole discretion from the Services and certain Wallets (e.g., due to performance reasons). Because only you have access to your passwords and private keys, Block.io cannot migrate your Wallets to new Wallet implementations without your cooperation. Therefore, if any of the Wallets associated with your User Account are implemented with antiquated, deprecated, or unsupported (“End-of-Life”) technology, Block.io reserves the right to use technological means to prevent you from transferring Virtual Currency into or out of such End-of-Life Wallets via the Website. In addition, Block.io reserves the right to suspend or deactivate your Services and/or User Account until receiving confirmation from you that you will transfer your Virtual Currency out of any End-of-Life Wallets. Block.io will provide you with reasonable assistance to transfer your Virtual Currency to new Block.io Wallets or to an alternative service provider (e.g., by helping you transfer your Virtual Currency through the use of your private encryption keys and the Virtual Currency network). Please contact us at support@block.io if your User Account or Services have been suspended or deactivated due to using End-of-Life Wallets.
  5. User Account Termination. If we terminate your User Account, we will provide you with alternative means to access and retrieve any Virtual Currency in your Wallet(s). These access methods may be changed from time to time at our sole discretion. For example, we may provide temporary, supervised access to your User Account or a utility with which you can transact with your Wallet(s) to transfer your Virtual Currency without accessing your terminated User Account or the Services. You will still need all required private keys to use these methods and we are not responsible for any loss of access to Virtual Currency, including due to loss of any private keys.
THE WALLET
1. Description
  1. The Wallet is provided to you exclusively by Block.io Inc.. At no point will Block.io ever take custody or control over Virtual Currency stored in your Wallet. The Wallet is only capable of supporting certain Virtual Currencies. Under no circumstances should you attempt to store Virtual Currencies in your Wallet that the Wallet does not support.
  2. When you create a Wallet, the Wallet software generates cryptographic private and public key pairs that you may use to send and receive any supported Virtual Currency via the relevant Virtual Currency network. You are solely responsible for storing, outside of the Services, a backup of any Wallet, private key or transaction information in your Wallet or User Account. You are solely responsible for retaining, outside of the Service, backups of all private keys necessary to use your Wallet(s). If you do not maintain a backup of all private keys related to your Wallet(s) outside of the Services, you will not be able to access Virtual Currency previously accessed using your Wallet in the event that we discontinue or no longer offer some or all of the Services or may otherwise lose access to Virtual Currency. We are not responsible for maintaining this data on your behalf.
  3. All transactions of Virtual Currency stored in a Wallet are secured by signatures generated from at least two pieces of cryptographic data commonly known as “keys”. We only have access to one key, which we may use, if appropriate, to help secure any transactions involving your Wallet. When your wallet is created, at least one and up to four additional private keys known only to you may be used to transact in and out of your Wallet. We do not have access to your private keys as they are generated by you using client-side software when you create your User Account (or as updated by you at a later time), but we cannot retrieve your private key(s) without your secret PIN or secret Mnemonic that encrypts those private key(s). When you transact in Virtual Currency using your Wallet, you use your browser (or other client-side software) to sign the transaction(s) with your private key(s), and Block.io signs the transaction with our private key to secure the transaction if appropriate. You will download Block.io’s private key associated with your Wallet(s) via your User Account as part of data you are required to retain outside of the Services, and you may use it to execute your Virtual Currency transactions without using the Services.
  4. Do not use the same phrase for your account password and secret PIN, as doing so will circumvent part of the security systems engineered to protect your Wallet and your Virtual Currency.
2. Risk Disclosures Relating to the Wallet.
  1. In order to be completed, any Virtual Currency transaction created with the Wallet must be confirmed and recorded in the Virtual Currency ledger associated with the relevant Virtual Currency network. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which are not owned, controlled or operated by Block.io.
  2. Block.io has no control over any Virtual Currency network and therefore cannot and does not ensure that any transaction details you submit via our Services will be confirmed on the relevant Virtual Currency network. You agree and understand that the transaction details you submit via our Services may not be completed, or may be substantially delayed, by the Virtual Currency network used to process the transaction. We do not guarantee that the Wallet can transfer title or right in any Virtual Currency or make any warranties whatsoever with regard to title.
  3. You understand that information submitted to and/or stored on Virtual Currency networks is disclosed to the public, and that such information is outside of the control of Block.io. If you submit any personal information in relation to any transaction on a Virtual Currency network, such information may be impossible for either Block.io or yourself to delete, so please do not submit any proprietary, personal, or confidential information into any Virtual Currency network.
  4. Once transaction details have been submitted to a Virtual Currency network, we cannot assist you to cancel or otherwise modify your transaction or transaction details. Block.io has no control over any Virtual Currency network and does not have the ability to facilitate any cancellation or modification requests.
  5. Forks. In the event of a Fork, Block.io may not be able to support activity related to your Virtual Currency. You agree and understand that, in the event of a Fork, the transactions may not be completed, completed partially, incorrectly completed, or substantially delayed. Block.io is not responsible for any loss incurred by you in caused in whole or in part, directly or indirectly, by a Fork.
3. No Password Retrieval.
  1. With respect to the Wallet, Block.io does not receive or store your secret PIN, secret mnemonic, or transaction history (these are all received and processed by your device or the applicable Virtual Currency Network). We cannot assist you with the retrieval of your password, secret PIN, or secret mnemonic. You are solely responsible for remembering, storing and keeping secret your password, secret PIN, secret mnemonic, and any private keys associated with your User Account. Any Virtual Currency you have associated with such Wallet may become inaccessible if you do not know or keep secret the password, secret PIN, secret mnemonic, or any private keys associated with such Wallet. Any third party with knowledge of one or more of your credentials (including, without limitation, a password, secret PIN, secret mnemonic) and/or required private keys may be able to dispose of Virtual Currency in your Wallet.
  2. When you create a Wallet, you must: (a) create strong passwords that you do not use for any other website or online service; (b) provide accurate and truthful information; (c) protect and keep secret all credentials for the Wallet; (d) protect access to your device and your Wallet; (e) promptly notify us if you discover or otherwise suspect any security breaches related to your Wallet; and (f) use the backup functionality provided through the Wallet (e.g., your current secret Mnemonic, retrieving all private keys, etc.) and safeguard your backup data. You agree to take responsibility for all activities that occur under your Wallet and accept all risks of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law.
  3. For additional information on how to use the Services, please visit our FAQ at: https://www.block.io/faq. Your private key(s) are only accessible with your secret PIN or secret Mnemonic, as the secret PIN and Mnemonic encrypt your private key(s). Your secret PIN may only be reset with your then current secret Mnemonic generated automatically at the time you change your secret PIN. If you lose both your secret PIN and your secret Mnemonic, we have no way of assisting you in retrieving your private key(s) and you may lose access to any Virtual Currency in any Wallet that uses such private key(s). For the avoidance of doubt, your secret PIN and secret Mnemonic are used by your browser (or other client-side software) and are not transmitted to Block.io so we cannot aid you in retrieving your secret PIN and secret Mnemonic. Your secret PIN and/or secret Mnemonic are used by the client-side software on your own device to decrypt your private key(s). We will never ask you for your secret PIN, your secret Mnemonic, or your private keys, and you must not transmit any of this data to us (or anyone else) in any communications.
4. Fees. Block.io does not currently charge a fee for basic Wallet(s), receiving, sending or controlling Virtual Currency. However, network fees (including, without limitation “miner’s fees”) required to use a Virtual Currency network may apply to a transaction. These fees are not charged or collected by us. We may attempt to calculate such a fee for you. Our calculation may not be sufficient, or it may be excessive. Block.io will neither advance nor fund such a fee on your behalf, nor be responsible for any excess or insufficient fee calculation.
  
  Please note, however, that Block.io’s Wallet Service may be unavailable to you based on your choices regarding your personal information made in conjunction with our Privacy Policy available at: https://www.block.io/privacy.
  
  Block.io charges fees for Services according to our pricing schedule available at https://www.block.io/pricing or as shown to you at https://block.io/dashboard/settings. Block.io has a tiered pricing structure that allows for different levels of interaction for Wallets associated with your account, and also for different levels of technical support. Please carefully review these options to select the Services that are appropriate for you.
5. Payments of Fees. Payments must be made by credit or debit card, or in certain Virtual Currencies we may choose to accept from time to time. Credit or debit card information will be retained by our third party payment processor(s), and the storage and usage of such information is subject to the terms of this User Agreement and our Privacy Policy. We require that you to provide us with approval to allow our third-party payment processor(s) to retain your credit or debit card information and to charge the payment method in accordance with the payment terms applicable to your subscription to the Services.
GENERAL RISK FACTORS
1. You agree and understand that there are risks associated with utilizing Services involving Virtual Currencies including, but not limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your encryption keys. You agree and understand that Block.io will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. We are not responsible, and you are solely responsible for, the maintenance and security of your own computer systems, networking equipment, Internet connection, browser software, and access credentials (including without limitation, passwords, secret PINs, secret Mnemonics, and private keys).
2. You accept and acknowledge that there are risks associated with utilizing any virtual currency or cryptocurrency network, including, but not limited to, the risk of unknown vulnerabilities in or unanticipated changes to the network protocol. You acknowledge and accept that Block.io has no control over any virtual currency or cryptocurrency network and will not be responsible for any harm occurring as a result of such risks, including, but not limited to, the inability to reverse a transaction, and any losses in connection therewith due to erroneous or fraudulent actions.
3. The risk of loss in using Services involving Virtual Currencies may be substantial and losses may occur over a short period of time. In addition, price and liquidity are subject to significant fluctuations that may be unpredictable.
4. In addition, the legislative and regulatory landscape around Virtual Currencies is constantly changing and may affect your ability to use, transfer, or exchange Virtual Currencies.
GENERAL PROVISIONS
1. Intellectual Property.
  1. Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with our Services, are the property of Block.io or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Services.
  2. You acknowledge and agree that the material and content contained through our Services is made available for your personal, lawful, use only and that you may only use such material and content for the purpose of using the Services.
  3. You further acknowledge and agree that any other use of content from the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via our Services on any copy you make of the material but failing to do so shall not prejudice Block.io’s intellectual property rights therein.
  4. You may not sell or modify materials derived or created from our Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of the materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from our Services without our express, written permission.
  5. Any rights not expressly granted herein to use the materials contained on or through our Services are reserved by Block.io in full.
  6. Trademark and Domain Name Protection. The Website and the Services contain trademarks, trade names, trade dress, service marks, domain names or other indicia of ownership (collectively the “Marks”) owned or licensed for use by Block.io. Your use of the Services does not give you any right, license, permission, or interest of any kind in or to the Marks. You shall in no way contest or deny the validity of, our right of title to or license of use for, the Marks, and you shall not encourage or assist others directly or indirectly to do so, during the term of this User Agreement and thereafter. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website or Services without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Block.io’s name or Marks without the express written consent of Block.io. You shall not use or register any domain name that is identical to or similar to any of the Marks.
2. Accuracy of Information.
  1. We will use reasonable efforts to verify the accuracy of any information displayed, supplied, passing through or originating from the Services (including the Notification Services), but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility.
  2. You agree and understand that we make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.
3. Third Party Services and Content.
  1. In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party.
  2. You agree and understand that we are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
4. Cooperation with Law Enforcement. Block.io may, from time-to-time, respond to requests from law enforcement, regulators and policymakers by producing certain information about or relating to your use of the Services.
5. Recordkeeping. You agree and understand that Block.io reserves the right, in our sole discretion, to create and maintain certain records of your activity and communications relating to your User Account.
6. Chargebacks.
  1. Warranted Chargebacks. If you feel that your payment method has been charged fraudulently, you should first notify us so that we may investigate the claim to determine if a chargeback is appropriate. If Block.io determines that a chargeback is appropriate, it will reverse the payment. If you do not first submit the chargeback to us for review, it will be deemed unwarranted.
  2. Unwarranted Chargebacks. Unwarranted chargebacks or payment reversals initiated by you are prohibited, may result in the suspension of your User Account (if you have one), and may result in Block.io pursuing any and all options at its disposal to collect the withdrawn funds including, but not limited to, sending your unpaid account to a third party collections agency.
7. Feedback.
  1. Block.io strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission will be subject to this User Agreement.
  2. If you sends or transmits any communications or materials to Block.io by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Block.io has the right to use such Feedback at its sole discretion. Feedback shall be deemed to be non-confidential and non-proprietary. You shall and hereby do assign to Block.io all of your right, title, and interest in and to, and Block.io is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in any Feedback you submit, for any purpose whatsoever. To the extent that any of the rights, title, and interest in and to any Feedback cannot be assigned by you to Block.io, you hereby grant to Block.io an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice, and exploit those non-assignable rights, title, and interest, including, but not limited to the right to make, use, sell, offer for sale, import, have made, and have sold, products or services based on the Feedback.
Technical Support and Dispute Resolution
1. Technical Support. We will use commercially-reasonable efforts to supply email-based technical support services, but cannot guarantee immediate responses, especially during times of high volume.
2. Arbitration. YOU HEREBY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING NOW OR IN THE FUTURE UNDER OR RELATING IN ANY WAY TO THIS AGREEMENT, OR TO THE SERVICES, REGARDLESS OF THE NATURE OF THE CAUSE(S) OF ACTION ASSERTED (INCLUDING CLAIMS FOR INJUNCTIVE, DECLARATORY, OR EQUITABLE RELIEF), SHALL BE RESOLVED BY BINDING ARBITRATION (EXCEPT THAT BLOCK.IO MAY BRING AN ACTION IN ANY COURT OF COMPETENT JURISDICTION TO OBTAIN EQUITABLE RELIEF RELATING TO THE INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY CONTENT OR TO COLLECT OUR FEES). CLAIMS SUBJECT TO ARBITRATION INCLUDE CLAIMS THAT ARE MADE AS COUNTERCLAIMS, CROSS CLAIMS, THIRD PARTY CLAIMS, INTERPLEADERS, OR OTHERWISE. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, AND YOU THEREFORE AGREE TO WAIVE ANY RIGHT THAT YOU OR WE MIGHT OTHERWISE HAVE HAD TO A JURY TRIAL OR THE OPPORTUNITY TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY. YOU HEREBY AGREE THAT YOU WILL NOT BE ABLE TO BRING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION (SUCH AS AN ACTION IN THE FORM OF A PRIVATE ATTORNEY GENERAL) TO LITIGATE ANY CLAIMS IN COURT BEFORE EITHER A JUDGE OR JURY; NOR WILL YOU BE ABLE TO PARTICIPATE AS A CLASS MEMBER IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN ARBITRATION OR IN COURT BEFORE EITHER A JUDGE OR JURY.
  
  This binding arbitration provision applies to any and all claims that you have against us, our affiliates, successors, assigns, and against all of their respective employees, agents, or assigns; it also includes any and all claims regarding the applicability of this arbitration clause or the validity of the Agreement, in whole or in part. It is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. sections 1-16, as it may be amended.
  
  The party filing a claim in arbitration must file its claim before the American Arbitration Association under the rules of such arbitration administrator in effect at the time the claim was filed. Rules and forms may be obtained from, and claims made may be filed with the American Arbitration Association, (800-778-7879 or www.adr.org). Arbitration hearings shall be held in San Francisco, California before one arbitrator, unless the amount in dispute is under ten thousand dollars ($10,000.00) in which case arbitration may be conducted by telephone, online and/or be solely based on written submissions. Judgment upon any arbitration award may be entered in any court having jurisdiction.
  
  The arbitration agreement shall survive: (i) termination or changes in the User Agreement, and the relationship between you and us concerning the User Agreement; and (ii) the bankruptcy of any party or any similar proceeding initiated by you or on your behalf. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY
1. Acceptable Use of Block.io Services. When accessing or using the Services, you agree that you are solely responsible for your conduct, and the conduct of any of your Personnel, while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you will not:
  1. Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  2. Use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
  3. Use, or attempt to use, the Services in any way contrary to the terms of this User Agreement;
  4. Access or use the Services using automated means (e.g., third party software, crawlers, robots, bots, scrapers, browser plug-ins, browser extensions, or add-ons) or for benchmarking or any other competitive purposes;
  5. Use or attempt to use another user’s Wallet or credentials without authorization;
  6. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
  7. Attempt to circumvent our fees;
  8. Introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
  9. Outside of interfacing with our API, develop any third-party applications that interact with our Services without our prior written consent;
  10. Provide false, inaccurate, or misleading information; or
  11. Encourage or induce any other person to engage in any of the activities prohibited under this Section.
Disclaimer of Warranties
1. THE BLOCK.IO 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, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
2. We make no warranty that Services are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on or through our Services.
Limitation of Liability
1. IN NO EVENT SHALL BLOCK.IO, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, 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 SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BLOCK.IO HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES WILL WE BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. You specifically acknowledge and agree that Block.io cannot transfer any Virtual Currency in your User Account(s) and Wallet(s) without your secret PIN and/or Mnemonic which Block.io cannot access, and that Block.io does not have any control over any Virtual Currency network. Therefore you acknowledge and agree that Block.io has no liability whatsoever with regard to any transaction of Virtual Currency involving your User Account(s) and Wallet(s) or your lack of access to your User Account(s) or Wallet(s).
2. We will not be responsible or liable to you for any loss and take no responsibility for damages or claims arising in whole or in part, directly or indirectly from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped Virtual Currency addresses; (b) server failure or data loss; (c) corrupted or otherwise non-performing Wallets or Wallet files; (d) unauthorized access to applications; (e) any unauthorized activities, including without limitation the use of hacking, viruses, phishing, brute forcing or other means of attack against the Services. In consideration for Block.io entering into this User Agreement and providing the Services, you, on behalf of yourself and your successors and assigns, hereby knowingly, voluntarily, absolutely, unconditionally, absolutely, and irrevocably, release and discharge Block.io, its successors, assigns, officers, directors, employees, agents, and representatives, past and present (“Released Parties”), from any and all claims, losses, actions, causes of action, demands, damages, or other liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected (“Claims”) arising in whole or in part, directly or indirectly from your use of the Services and Wallet(s) or otherwise under this User Agreement, including, without limitation losses due to subsections (a)-(e) of this Section 11.2. You additionally covenant and agree that you will not sue (at law, in equity, in any regulatory proceeding, or otherwise) Released Parties on the basis of any such Claims.
  11.2.1. Section 1542 Waiver: The Parties and their representatives acknowledge that they have been advised by or have had the opportunity to be advised by legal counsel and are familiar with the provisions of California Civil Code section 1542 and expressly waive the provisions of such, which provides as follows:
  “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
3. Notwithstanding anything to the contrary in this Agreement, Block.io’s liability to you for any action relating to the Services, regardless of the form of the claim or controversy, shall not exceed twelve (12) months of fees actually received by Block.io in connection with the Services with respect to the specific User Account in question. Under no circumstances shall any such claim be brought against Block.io more than thirty (30) days after the events giving rise to such claim. You acknowledge and agree that the foregoing limitation of liability is fundamental to the allocation of risk between the you and Block.io in entering into this Agreement and providing the Services.
Indemnification
1. You agree to indemnify and hold harmless Block.io, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to your or any other person’s use of your credentials or User Account in connection with: (a) use of the Services; (b) breach of this User Agreement or any other policy; (c) feedback or submissions you provide; or (d) violation of any rights of any other person or entity; provided however, that you shall not indemnify Block.io for claims or losses arising out of Block.io’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and will survive any termination or cancellation of this User Agreement.
2. Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. We will not be liable, in contract, or tort (including, without limitation, negligence), other than where we have been fraudulent or made knowing misrepresentations. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under law.
MISCELLANEOUS
1. Force Majeure. If by reason in whole or in part of any Force Majeure Event, Block.io is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you by reason thereof. “Force Majeure Event” means any event beyond Block.io’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction including network splits or Forks or unexpected changes in a computer network upon which the Services rely, and any other similar or dissimilar events.
2. Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of Block.io Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Block.io is not responsible for determining whether taxes apply to your Virtual Currency transactions or for collecting, reporting, withholding or remitting any taxes arising from any virtual currency transactions.
3. Governing Law and Venue. This User Agreement and your use of the Services shall be governed by the laws of the State of California, without regard to its conflict of laws principles. Exclusive venue for any dispute that cannot be submitted to arbitration as required by Section 8.2 shall be in any court of competent jurisdiction in San Francisco County, California.
4. Severability. If any part of this User Agreement is held to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of this User Agreement shall not be affected. Any headings contained in this User Agreement are for informational purposes only and are not enforceable provisions of this User Agreement.
5. Assignment. This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of Block.io, which may be withheld in Block.io’s sole discretion. We may assign rights or delegate duties under this User Agreement to an affiliate or subsidiary in our sole discretion.
6. Relationship of the Parties. Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and Block.io are independent contractors for purposes of this User Agreement.
7. Entire Agreement. This User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and Block.io will only become part of this User Agreement by way of a written amendment specifically referencing the date and name of this User Agreement.
8. Contact Information. For any purpose other than technical support requests, you may contact us by registered post or courier: Block.io, Inc., 95 Third St, 2nd Floor, San Francisco, CA 94103. For technical support requests only, you may submit a request via our Support tool at: https://block.io/contacts. Email requests may also be sent to legal@block.io.