Version 2.0, dated 6 November 2017
a. "Agreement" means the online agreement You have entered into with BlockTrail for Your use of any Services.
b. "Bitcoin" means the cryptocurrency known as Bitcoin, including but not limited to, any of its derivative forks, either collectively or individually, or any other digital currency.
c. "BlockTrail" or "BTC.com" or "We" means BlockTrail B.V., a limited liability company established under the laws of the Netherlands, located at 458 Herengracht 1017 CA, Amsterdam, the Netherlands, operating under the trade name 'BTC.com', or any of its affiliates involved in providing the Services under the Agreement.
d. "Confidential Information" means information regarding BlockTrail's products or services, including but not limited to the Services, documentation, software, trade secrets embodied therein and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which, as demonstrated by the receiving party, is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of Confidential Information.
e. "Force Majeure" means any event or circumstance, or any combination of events or circumstances, which are not attributable to BlockTrail, including but not limited to malfunctions of the internet or other telecommunications facilities, failures by (third) parties on which BlockTrail depends when providing the Services, the defective condition of items, equipment, software, Personal Data, or other materials which You have instructed BlockTrail to use and/or the non-availability of one or more members of staff (due to illness, strikes or otherwise).
f. "Intellectual Property Rights": any and all, rights, titles and interests associated with any copyrights, works, inventions, patents, utility models, trademarks, trademark registrations, trade names, trade secrets, know-how, technology, discoveries, improvements, processes, techniques, software, code, data (including all associated inchoate rights), whether or not patentable, and any ancillary, corresponding, continuation derivative work, improvement, modification, update, upgrade or enhancement of any of the foregoing.
g. "Personal Data" means any information relating to an identified or identifiable natural person, whether acting as a consumer or otherwise.
h. "Services" means the services provided by BlockTrail which allows a User (i) to mine Bitcoin as part of a mining pool, (ii) to create and use a Wallet (as further described in Clauses 5 to 7), use the Website, mobile applications, developer APIs or other related services provided by BlockTrail from time to time. Services are made available world-wide unless otherwise indicated.
i. "Term" means the duration of your Agreement, commencing on the date on which you have accepted an offer from BlockTrail and in force until expiration or termination of the Agreement for the Services.
j. "User" means either a natural person or a business user who is either or both (i) a Bitcoin miner, or (ii) the user of a Wallet, or (iii) any other user of Services – depending on the relevant Services rendered.
k. "Wallet" means BlockTrail's client software – a digital Bitcoin 'wallet' including but not limited to the iOS, Android and web-based versions thereof, and all materials related to such applications owned and developed by BlockTrail and accessible by a User, in connection with the Services.
l. "Website" means the website BTC.com and any other websites, including sub-domains, owned or operated by BlockTrail from time to time.
2. Provision, access and use of the Services
2.1. Depending on the exact Services covered by the Agreement, You may be required to register and successfully create an account. As part of the registration process, You may be required to provide Personal Data (such as identification, contact details, etc.). You acknowledge and agree that any information you provide, including any Personal Data, will always be accurate, correct, and up to date.
2.2. If You fail to provide the required information in accordance with Clause 2.12.1, it is possible that the performance of any Services will be delayed.
2.3. Until You inform us otherwise, BlockTrail will consider the information and any Personal Data you have provided to be accurate, correct, and up to date.
2.4. You must use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations.
2.5. BlockTrail reserves the right, at its discretion, to permanently or temporarily suspend Your access to and use of (any of) the Services, without due notice (unless notice is required under applicable law), and for any reason, including but not limited to:
a. during planned or unplanned downtime for upgrades and maintenance to the Services in case of occurrence of a Force Majeure event;
b. if BlockTrail suspects or detects any malicious code, software or a security issue, connected to Your Wallet or Your use of the Services;
c. if You breach the Agreement and such breach is not cured: within fourteen (14) business days commencing on the date of a written notice of default;
d. if You breach the Agreement and such breach is not capable of being cured: with immediate effect.
2.6. The Services and availability thereof is subject to change at any time. If required under applicable laws and regulations, BlockTrail will notify You of any such change(s) in advance.
3. YOUR OBLIGATIONS as a user
3.1. You are responsible for maintaining the confidentiality of any login information associated with any account You use to access the Services, and any Wallet backups, and any 2-factor authentication credentials. You are responsible for all activities that occur under the account(s) associated with your Agreement.
3.2. You are not allowed to access (or attempt to access) the Services by any means other than through the means we provide or have indicated to be used. You specifically agree not to access (or attempt to access) any Services via any illegal and unlawful means, or use any Services in an illegal or unlawful manner, or use any Services to support purposes that are illegal or unlawful (such as terrorism, fraud or other criminal activity).
3.3. You shall not engage in any activity that disrupts or interferes with the Services, including the servers and/or networks to which the Services or Wallet are located or connected. Such activity is strictly prohibited.
4. SPECIFIC PROVISIONS APPLICABLE TO AGREEMENTS WITH BITCOIN MINER USERS
4.1. BlockTrail is entitled to pay a miner User in its currency denomination of the pool's choice, meaning Bitcoin or any other currency.
4.2. BlockTrail is entitled to modify, without due notice (unless notice is required under applicable law), its payout method and the way it calculates a miner User's earnings. This includes but is not limited to calculation methods such as "Pay Per Share" or "Fee Pay Per Share" which are common in the cryptocurrency industry.
5. PURCHASE BITCOIN THROUGH YOUR WALLET
5.1. In certain territories You may have the option to purchase Bitcoin through Your Wallet. You acknowledge that (i) You will buy the Bitcoin from the relevant third party seller displayed in the Wallet and that (ii) You may be required to register with the relevant seller's services before being able to make the purchase. BlockTrail does not itself sell Bitcoin, nor does BlockTrail provide any (crypto)currency exchange services.
5.2. In the event of a Bitcoin purchase as referred to in Clause 5.15.1, the relevant seller's terms and conditions will apply. Please familiarise yourself with the seller's applicable terms and conditions before making any purchase of Bitcoin.
5.3. BlockTrail cannot be held liable for any fault, omission or breach of contract of a third party seller.
6.2. You acknowledge that BlockTrail and its relevant supplier(s) own all right, title and interest in and to the Services, the Wallet, and any modifications and enhancements thereof, including without limitation all Intellectual Property Rights, and such rights are protected by international intellectual property laws.
6.3. You may not, unless indicated otherwise or unless permitted by applicable law:
(i) copy, reproduce, alter, modify, or create derivative works from the Services;
(ii) license, sublicense, sell, resell, rent, lease, distribute, transfer, time share, assign or resell the Wallet and/or Services (or any part thereof), or use the Wallet and/or Services as the basis for developing a competitive solution (or contract with a third party to do so); or
(iii) remove or alter any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Services.
6.4. You will not nor will You authorize or encourage any third party to:
(i) use the Services to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by BlockTrail;
(ii) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Services;
(iii) use or attempt to use another User's Wallet without the necessary authorisation(s).
7. WALLET SECURITY AND RECOVERY
7.1. BlockTrail makes efforts to maintain security with regard to its Services.
7.2. Blocktrail reserves the right to enable and disable any 2-factor authentication which may be applied to your Wallet or accounts in other Services, to the extent permitted by law.
7.3. By using the Wallet you agree to securely store and keep the Wallet recovery backup sheet received when You created your Wallet.
7.4. You agree and understand that the Wallet recovery backup sheet contains the full credentials which enable full access to any funds stored on the Wallet. Loss of the Wallet recovery backup sheet may result in inability to access Your Wallet and permanent loss of its contents, including Bitcoin.
8. SERVICES charges and payment
8.1. You shall pay all fees in accordance with the specifications laid down in the applicable Agreement.
8.2. You acknowledge that with respect to several Services, a Service is only rendered after a fee has been paid, as indicated in the Agreement.
8.3. Unless specified and agreed otherwise in the Agreement, all fees associated with Your access to and use of the Services are due in within [fourteen (14)] days of the invoice date.
8.4. BlockTrail reserves the right to change the applicable fees, and the fee structure or arrangement under the Agreement, at any time. Only if required under applicable law, BlockTrail will notify You of any such change(s) in advance.
8.5. To the extent permitted by applicable law, Your payment obligations are non-cancelable and non-refundable. You will pay any sales, value-added or other similar taxes imposed by applicable law that BlockTrail must pay based on the Services You ordered.
8.6. BlockTrail shall be entitled to set-off against any amount payable by BlockTrail to You any amount payable by You to BlockTrail.
8.7. If You fail to pay any invoices timely, in addition to BlockTrail's other remedies, BlockTrail may suspend or terminate access to and use of the Services.
9. Term and termination
9.2. Either You or BlockTrail may elect to terminate the Agreement by providing [thirty (30)] days' prior written notice. Notice may be given by electronic means.
9.3. Furthermore, BlockTrail may terminate the Agreement at any time, without payment of compensation, and without notice if:
a. a request is made or a petition is filed for Your bankruptcy (faillissement) or Client isYou are granted a suspension of payments (surséance van betaling) or becomes subject to other insolvency proceedings;
b. Your business is dissolved (ontbonden), liquidates its business or otherwise terminates or suspends its business activities;
c. You breach this Agreement and such breach is not cured within twenty (20) business days commencing on the date of a written notice of default.
9.4. Upon any termination or expiration of this Agreement You will return any Confidential Information to BlockTrail or destroy it and certify destruction.
10. Intellectual property RIGHTS
10.1. All content and materials available on the Website, including but not limited to text, graphics, website name, code, images and logos, are the intellectual property of BlockTrail, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by BlockTrail in writing.
10.2. Client You acknowledges that BlockTrail owns all right, title and interest in and to the Wallet, the Services and/or any other deliverables and any modifications and enhancements thereof, including without limitation all Intellectual Property Rights, and such rights are protected by amongst others U.S., European and international intellectual property laws.
10.3. BlockTrail grants Client You a non-exclusive, perpetual and non-transferable right to use the ServicesDeliverables, solely for Client’s Your internal business operations (and not to resell or otherwise distribute), unless specified otherwise in the applicable Agreement.
11. Data protection
11.1. BlockTrail shall process Personal Data it obtains as part of the performance of this Agreement in accordance with the applicable data protection and privacy laws.
12. COMMUNITY – THIRD PARTY CONTENT
12.1. BlockTrail may provide various open communication tools on its website(s), such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media Services, etc.
12.2. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, You agree that you will not upload, post, share, or otherwise distribute any content that:
a. is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language or graphic;
b. infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;
c. contains any type of unauthorized or unsolicited advertising;
d. impersonates any person or entity, including any BlockTrail employees or representatives.
12.4. We do not assume any liability for any third party content
12.5. With respect to any content You post or communicate, You grant BlockTrail and its affiliates a perpetual, irrevocable, worldwide, royalty-free, exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute such content as we see fit. This only refers and applies to content posted via open communication tools as described, and does not refer to information that is provided as part of the registration process, necessary in order to use the Services.
13. Limitation of Liability
13.1. You acknowledge that some of the Services, as an internet-delivered software application, may experience periods of downtime, including but not limited to scheduled maintenance. BlockTrail makes no representations or warranties, whether express, implied or statutory, with respect to the Services provided hereunder, including the Wallet and any documentation, content, data and materials made available with the Services. BlockTrail specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, non-infringements, and accuracy. BlockTrail does not warrant that the Services will be error-free or operate without interruptions or downtime, or that the results obtained from the Services will meet Your needs. You further understand and agree that the Services is provided ‘as is’ and ‘as available’. This means we do not represent or warrant to You that information will be accurate or reliable, nor that any defects in the operation or functionality will be repaired or corrected.
13.2. Any content you download from our Services is done so at your own discretion.
13.3. No information or advise, whether expressed implied, oral or written, obtained by you from Blocktrail, or through any Services we provide, shall create any warranty, guarantee, or condition of any kind, except for those expressly outlined in this User Agreement.
13.4. To the fullest extent permitted by applicable law, BlockTrail will not be liable for any use of (part of) the Services and/or related deliverables, and will not be liable for any damage including any incidental, consequential, special, loss of funds including Bitcoin, and indirect damage in connection with any claim of any nature arising under the Agreement.
13.5. In any case, BlockTrail's aggregate liability for all claims of any nature arising out of the Agreement will not exceed the yearly amount of fees paid to BlockTrail in the year of occurence of the event giving rise to the claim per event, a series of events beign considered as one single event. This limitation of liability shall not apply to damages arising from willful intent or gross negligence from the side of BlockTrail (opzet of bewuste roekeloosheid).
13.6. You agree to hold harmless and indemnify BlockTrail, and its affiliates, management, officers, agents, subcontractors and employees from and against any third party claim arising from or in any way related to Your, including Your affiliates, management, officers, agents, subcontractors and employees, and or other person's use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
14. Force majeure
BlockTrail shall not be liable for any non-performance of its obligations pursuant to the Agreement, if such non-performance is caused by a Force Majeure event. In case of a Force Majeure event, BlockTrail has the right to suspend the execution or further execution of the Services.
15. Confidential information
You will keep Confidential Information strictly confidential. You shall not in any way disclose to anyone any Confidential Information.
16. GENERAL PROVISIONS
16.1. The rights and obligations of a party under the Agreement cannot be assigned or transferred except with the prior written approval of BlockTrail.
16.2. Unless provided otherwise in the Agreement, the parties shall each pay their own costs, charges and expenses in relation to the Agreement. The Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter.
16.4. If a provision of the Agreement is or becomes invalid or non-binding, the parties shall remain bound to the remaining provisions. In that event, the parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of the Agreement.
17. Governing law and jurisdiction
17.1. The Agreement is governed by and shall be construed in accordance with the laws of the Netherlands.
17.2. Any dispute arising out of or in connection with this Agreement shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, notwithstanding the right of appeal.
17.3. The foregoing shall be without prejudice to any applicable provisions of mandatory consumer protection law under the laws of your country of residence, to the extent that these offer You more protection in the European Union.