Effective Date: March 2, 2023
Revisions, Disclosures and Notices
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Website after the posting of a Revised Version constitutes your acceptance of such Revised Version.
You may not, nor may you permit any third party, directly or indirectly, to:
engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599) (“OFAC”). Prohibited activity includes but is not limited to the provision of services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimea, Donetsk and Luhansk regions of the Ukraine. This Website is not available to any person (i) located, incorporated or otherwise established in, or a citizen or resident of any state, country or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by OFAC; or any other jurisdiction determined by c= (including but not limited to the State of New York); (ii) listed on the OFAC Specially Designated Nationals, Blocked Persons List and any other consolidated prohibited persons list as determined by any applicable governmental authority.
access or monitor any material or information on any c= system using any manual process or robot, spider, scraper, or other automated means;
except to the extent that any restriction is expressly prohibited by law, violate any Website restrictions, work around, bypass, or circumvent any of the technical limitations of the Website, use any tool to enable features or functionalities that are otherwise disabled in the Website or decompile, disassemble or otherwise reverse engineer the Website;
perform or attempt to perform any actions that would interfere with the proper working of the Website, prevent access to or use of the Website, or impose an unreasonable or disproportionately large load on our infrastructure;
copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information from c=;
use and benefit from Website via a rental, lease, timesharing, service bureau or other arrangement;
transfer any rights granted to you under these Terms;
use the Website for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
use the Website for any illegal activity or goods or in any way that exposes you, other c= users, our partners, or c= to harm; or
otherwise use the Website except as expressly allowed under these Terms.
BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT SUBJECT TO ANY GOVERNMENTAL SANCTIONS OR ASSET BLOCKING.
The Website may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, and other materials or information (“Content”).
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Website. You retain all rights in your Content, subject to the rights you granted to us in these Terms. You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Website any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or Intellectual Property Rights; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with c=’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Website, or which may expose c=, its affiliates or its customers or other persons to harm or liability of any nature. Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. c= may also monitor such Content to detect and prevent fraudulent activity or violations of Terms. You understand that by accessing the Website, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
Copyright and Trademark Infringement
We respect the intellectual property rights of others and ask you to do the same. We have adopted a Copyright and Trademark Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate access of repeat infringers.
We have implemented technical and organizational measures designed to secure your personal information from accidental destruction, loss, alteration 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 will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with c= and provide all information requested by c= to remediate the breach. Any assistance provided by c= in relation to a security breach does not in any way operate as acceptance or acknowledgement that c= is in any way responsible or liable to you or any other party in connection with such breach.
Modification and Termination
We may terminate these Terms, or suspend or terminate your access to the Website, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Website.
Effect of Termination
If these Terms are terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) you agree to immediately terminate and cease use the Website, 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 Website. The following sections of these Terms survive and remain in effect in accordance with their terms upon termination: 3 (Your Content), 4 (Copyright and Trademark Infringement), 5 (Security), 6 (Privacy), 7 (Effect of Termination), 8 (Ownership), 9 (Indemnity), 10 (Representations and Warranties), 11 (No Warranties), 12 (Limitation of Liability and Damages), 13 (Disputes), 14 (Binding Individual Arbitration), 15 (Governing Law), 16 (Limitation on Time to Initiate a Dispute), 17 (Assignment), 18 (Third Party Service and Links to Other Web Sites), and 19 (Other Provisions).
We reserve all rights not expressly granted to you in these Terms. The Website is protected by copyright, trademark, patent and other laws of the United States and other countries. We own all rights, title, and interest, in and to the Website and all copies of the Website. These Terms do not grant you any rights to our trademarks or service marks.
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. You may submit feedback, comments or ideas about the Website (“Ideas”). Submitting Ideas is entirely voluntary, and we will be free to use such ideas as we see fit without any obligation to you.
You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your use or access of the Website; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; or (e) your violation of these Terms.
Representations and Warranties
You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to access and use the Website and have the right, power, and ability to enter into and perform under these Terms; (c) any information you provide c= accurately and truthfully represents your identity; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business; (e) you will not use the Website, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Website; and (f) your access and use of the Website will be in compliance with these Terms.
THE USE OF “c=” IN SECTIONS 11 AND 12 MEANS c=, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES). THE WEBSITE IS PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, c= SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. c= DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE WEBSITE IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; OR THAT THE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.
(a) Protocol Based Risks. To the extent the Website enables you to interact with any blockchain protocol (each, a “Protocol”), you understand that your use of any such Protocol is entirely at your own risk. Any such Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. You assume all risks associated with using any Protocol, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your other assets. You agree that you will have no recourse against c= for any losses due to your use of any Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted cryptocurrency wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
(b) Lightning Network and Layer 2 Technologies. The Site may provide you access with tools and features associated with the Bitcoin Lightning Network (“LN”). The LN is a layer 2 payment protocol that operates on top of the Bitcoin Protocol. At its core, the LN is a network of decentralized nodes that allows for sending a large number of transactions extremely fast, which allows for the existence of novel types of applications. The LN is a novel adoption of Protocols and presents operational and regulatory risks. The LN has experienced from time to time, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, natural disasters, power losses, disruptions in telecommunications failures, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. If an LN system or any LN participants including c= are disrupted for any reason, your ability to use the Website may fail, resulting in unanticipated disruptions, slower response times, failed settlements, incomplete or inaccurate accounting, recording or processing of trades, unauthorized trades, or other losses.
(c) Risk of Malicious Attacks on Digital Asset Networks. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power on a Protocol that relies on a proof-of-work consensus mechanism (like Bitcoin), it may be able to manipulate transactions in such digital asset or any LN activity such as by constructing fraudulent transactions, or excluding or modifying certain transactions. If any such events occur, if the community does not act to further decentralize the Protocol, the Protocol may suffer financial losses, damage to its reputation, and the value of such Protocol may significantly decline.
(d) Taxes, Withholding and Reporting. Your use of the Website, the LN and/or the Protocol may involve complex U.S. and non-U.S. tax considerations that may differ depending on your particular circumstances. You acknowledge and agree it is your responsibility to determine what taxes, if any, arise from transactions relating to your use of the Website or any underlying third party services including the LN or any Protocol. You acknowledge and agree you are solely responsible for calculating, determining, reporting and paying any applicable taxes arising from transactions relating to your use of the Website or any underlying third party services including the LN or any Protocol, including with respect to any tax or information reporting obligations that may arise with respect to such transactions. You also acknowledge and agree that c= does not provide tax, legal, financial, accounting, or investment advice governing any such transactions. You are strongly advised to consult with your own advisors in this regard.
Limitations of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL C= 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 WEBSITE. IN ALL CASES, c= WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL c= BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF c= IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF C= 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.
“Disputes” are defined as any claim, controversy, or dispute between you and C=, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), whether arising before or during the effective period of these Terms, and including any claim, controversy, or dispute based on any conduct of you or C= that occurred before the effective date of these Terms, including any claims relating in any way to these Terms or the Website, or any other aspect of our relationship.
Binding Individual Arbitration
General. You and c= 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. 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 C=. 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).
Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or c= agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to c= should be sent by mail to Block, Inc., Attn: C= Arbitration Provision, PO Box 427069, San Francisco, CA 94142. Any Notice sent to you will be sent to the address on file for you. The Notice must: (i) include your name; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in the City and County of San Francisco, California, or federal court for the Northern District of California, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
Scope of 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 Commercial Arbitration Rules for that forum, except you and c= will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in a local small-claims court rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing will occur in San Francisco, California, at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. C= values 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.
Arbitration Fees. 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 c= also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Website.
Opt Out. 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 access the Website or we first provide you with the right to reject this provision. The Opt Out must be mailed to Block, Inc., Attn: c= Arbitration Provision, PO Box 427069, San Francisco, CA 94142. For your convenience, we are providing an opt outnotice form you must fill in to Opt Out. You must complete this form by providing your name, address, phone number and the email address(es). This is the only way of opting out of this provision. Opting out will not affect any other aspect of the Terms, Additional Terms, or the Website, and will have no effect on any other or future agreements you may reach to arbitrate with us.
Court Proceedings. 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.
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.
Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
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.
Third Party Services and Links to Other Websites
The Website may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.
No provision in these Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these Terms, and any applicable Additional Terms in any third party.
These Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and c= regarding the Website. In the event of a conflict between these Terms and any other c= agreement or Policy, these Terms will prevail and control the subject matter of such conflict. If any provision of these Terms or any Additional Term 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. These Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.