YOU ARE REQUIRED TO READ THIS AGREEMENT CAREFULLY BEFORE RELYING ON THE BITGO INSTANT STATUS API, BITGO INSTANT TRANSACTION STATUS, OR OTHER BITGO AUTHENTICATION/STATUS PRODUCTS OR SERVICES. If you do not agree to the terms herein, you may not rely on or use the BitGo Instant Status API, BitGo Transaction Status, or other BitGo authentication /status products or services. If you have any questions regarding this agreement, please Email BitGo at [email protected]
THIS RELYING PARTY AGREEMENT AND LIMITED WARRANTY (this “Agreement”) is between BitGo, Inc., a Delaware corporation (“BitGo”) and you, an authorized user of the BitGo Instant Status API (“you” or the “Relying Party”). You and BitGo agree as follows:
1.1 “ BitGo API ” means BitGo’s application program interface made available to you through which you may retrieve certain data relating to Bitcoin transactions and BitGo services. The BitGo API consists of multiple application program interfaces for retrieving various types of data, grouped generally by the type of data being retrieved, and includes, without limitation, calls to determine whether or not a transaction(s) is a BitGo Instant Transaction (“BitGo Instant Status API”).
1.2 “BitGo Instant Transaction” means a Bitcoin transaction initiated by an eligible BitGo user to You that is subject to the terms of the limited warranty described in Section 3 of this Agreement.
1.3 “BitGo Instant Transaction Status” means the response(s) to call(s) made through the BitGo Instant Status API including whether or not the transaction is a BitGo Instant Transaction and any limitations and/or conditions associated therewith.
2.1 Applicability. This Agreement is effective immediately upon your use of the BitGo. Instant Status API or your reliance on a transaction’s BitGo Instant Transaction Status communicated by the BitGo Instant Status API. This Agreement lasts for as long as you assert that you have reasonably relied on a BitGo Instant Transaction Status.
2.3 Limitations on Use. You agree not to use the BitGo API including, without limitation, the BitGo Instant Status API, BitGo Instant Transaction Status for any unlawful purpose or in a manner that harms BitGo, BitGo’s service providers or users, or any other person.
3.1 Limited Warranty. Subject to the limitations, requirements, and conditions set forth in this Agreement and via the BitGo Instant Status API and any applicable BitGo Instant Transaction Status, BitGo warrants that a BitGo Instant Transaction will be confirmed on the Bitcoin block chain. This limited warranty is void if you breach the terms of this Agreement, and this limited warranty terminates with respect to any transaction as soon as such transaction is confirmed on the Bitcoin block chain.
3.2 Qualifications/Warranty Exceptions. The limited warranty provided herein only applies if all of the following are true:
3.3 Processing/Required Claim Procedure. Within 4 days after receiving your email including all information required under Section 3.2(f) of this Agreement and all supporting documentation, BitGo will determine the amount eligible for reimbursement, if any. If you do not receive a response from BitGo within 4 days of submitting all supporting documentation, then the claim is deemed denied. If you are not satisfied with BitGo’s initial determination of your claim, then, within 7 days of the denial or partial denial, you must send a notice via email to BitGo at [email protected] requesting a review of your claim. Your failure to send such notice under this mandatory procedure within 7 days after initial denial of the claim constitutes waiver of appeal and BitGo’s initial determination is final, binding, and a complete defense and bar to any attempt at arbitration on the ground of failure to exhaust administrative remedies. If such determination is then unsatisfactory to you, your sole recourse is arbitration in accordance with Section 6.2 of this Agreement.
3.4 Sole Remedy for Breach of BitGo Warranty/Limitation on Reimbursement. If BitGo breaches the warranty made in Section 3.1, and if you meet the requirements in Section 3.2 and 3.3, then, subject to remaining terms and restrictions in this Agreement, BitGo will reimburse you for the value of the BitGo Instant Transaction (less any consideration received by you with respect to such transaction), as stated in the BitGo Instant Transaction Status, up to a maximum of 1,000 BTC for all claims made by you (“Aggregate Limit”). BitGo administers all claims on a first-come, first-serve basis. If the Aggregate Limit is met, then you waive BitGo of any liability for all remaining unreimbursed claims, regardless of whether any amount was actually paid to you. The sole and exclusive remedy for a breach by BitGo of the limited warranty set forth in this Section 3 shall the reimbursement described in this Section 3.4 pursuant to the claim procedure described in Section 3.3.
4.1 Warranty Disclaimers. THE BITGO API, THE BITGO INSTANT TRANSACTION API, AND ANY BITGO INSTANT TRANSACTION STATUS ARE PROVIDED "AS IS" AND "AS AVAILABLE”. YOUR USE THEREOF IS AT YOUR OWN RISK. EXCEPT FOR THE LIMITED WARRANTY UNDER SECTION 3, BITGO DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BITGO DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS OR THAT ACCESS TO PRODUCTS OR SERVICES WILL BE TIMELY OR ERRORFREE. BITGO DOES NOT WARRANT ANY THIRD PARTY PRODUCT OR SERVICE.
4.2 Limitation on Liability. EXCEPT FOR CLAIMS UNDER SECTION 3 (WHICH ARE SUBJECT TO THE LIMITS DESCRIBED IN SECTION 3), YOU HEREBY WAIVE ALL LIABILITY OF BITGO AND ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, CONTRACTORS, AND AGENTS, RESULTING FROM OR CONNECTED TO THE RELIANCE ON ANY BITGO INSTANT TRANSACTION STATUS OR USE OF THE BITGO API OR THE BITGO INSTANT TRANSACTION API, INCLUDING ANY LOSS RELATED TO THE ACTIONS OR OMISSIONS OF A THIRD PARTY. YOU WAIVE ALL LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT OR A BITGO PRODUCT OR SERVICE, INCLUDING ALL DAMAGES FOR LOST PROFITS, REVENUE, USE, OR DATA. THIS WAIVER APPLIES EVEN IF BITGO IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 Force Majeure/Internet Reliability. Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that the circumstances causing such failure or delay are beyond a party’s reasonably control. You acknowledge that BitGo’s products and services are subject to the operation and telecommunication infrastructures of the Internet, the operation of your Internet connection services and the Bitcoin blockchain, all of which are beyond BitGo’s control.
4.4 Applicability. The waivers and limitations in this Section 4 apply only to the maximum extent permitted by law and apply regardless of: (i) the reason for or nature of the liability, including tort claims; (ii) the number of any claims; (iii) the extent or nature of the damages; or (iv) whether any other provisions of this agreement have been breached or proven ineffective.
5.1 Indemnification. You shall indemnify BitGo and its contractors, agents, employees, officers, directors, shareholders, affiliates, and assigns against all liabilities, claims, damages, costs, and expenses, including reasonable attorneys’ fees and costs, related to: (i) your failure to comply with this Agreement; or (ii) your improper use of, or unreasonable reliance on, a BitGo product or service.
5.2 Indemnification Procedure. BitGo shall notify you of any such claim, and you shall bear full responsibility for the defense of such claim (including any settlements), provided that: (i) you inform and consult with BitGo about the progress of any litigation or settlement; (ii) any settlement does not stipulate any liability or wrong-doing by BitGo; and (iii) any settlement does not requires specific performance by BitGo. BitGo may elect to participate in the defense of a claim using counsel of its choice at its own expense.
6.1 Entire Agreement. This Agreement, including any other terms, agreements, policies and guidelines incorporated herein by reference, constitutes the entire agreement between you and BitGo and govern your reliance of the BitGo Instant Transaction API, superseding any prior agreements between you and BitGo with respect thereto.
6.2 Arbitration. YOU AND BITGO AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. You agree that you and BitGo are each waiving the right to a trial by jury and to participate in a class action. This arbitration provision shall survive any termination of other terms or this Agreement.
6.3 Choice of Law. The laws of the state of Washington shall govern the interpretation, construction, and enforcement of this agreement and all matters related to it, including tort claims, without regards to any conflicts-of-laws principles. The parties hereby submit to the exclusive jurisdiction of and venue in the state and federal courts located in the State of Washington. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
6.4 Savings Clause. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, the parties agree that the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions, and that the remaining provisions be given their full force and effect.
6.5 Independent Contractors; No Third-Party Beneficiaries; Assignment. BitGo and you are not legal partners or agents of each other; instead, our relationship is that of independent contractors. No third party has any rights or remedies under this Agreement. Not by limitation, the sender of a BitGo Instant Transaction shall have no rights or remedies under this Agreement. You may not assign or delegate this Agreement or your obligations, rights or responsibilities hereunder. Any attempt by you to do so is void. BitGo may assign or delegate this Agreement, its obligations, rights and responsibilities hereunder, in whole or in part, at any time with or without notice to you.
6.6 Company Use. If you are acting on behalf of an organization, you are agreeing to this Agreement for that organization and promising to BitGo that you have the authority to bind that organization to this Agreement (in which event, “you” and “your” will refer to that organization). Nevertheless, each individual that uses the BitGo API or the BitGo Instant Transaction API accepts this Agreement on behalf of an organization agrees that the permissions given to BitGo under this Agreement, and the restrictions and limitations to the rights of persons and entities set forth herein, apply to each such individual. You may use the BitGo API and the BitGo Instant Transaction API only in compliance with this Agreement and only if you have the power to form a contract with BitGo and are not barred under any applicable laws from doing so.
6.7 Interpretation. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement will not be construed in favor of or against any party by reason of the extent to which any party participated in the drafting of this Agreement.
Our address for arbitration or other notices:
BitGo, Inc. Attn: Claims Department 2443 Ash St., Palo Alto, CA 94306