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Terms of Service

Please read these Terms of Service ("Terms" or "Agreement") carefully before using the BITS platform. By accessing or using the services of BITS Blockchain Inc. ("BITS", "Company", "we", or "us"), you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use the Platform or services.

  1. Acceptance of Terms

    By creating an account, depositing digital assets, or otherwise using any services provided by BITS, you ("User" or "you") acknowledge that you have read, understood, and agree to comply with these Terms and all policies incorporated by reference (such as our Privacy Policy and any supplemental terms). This Agreement constitutes a binding legal contract between you and BITS. If you do not accept these Terms, you must refrain from using the Platform and services. Use of the services is void where prohibited by law.

  2. Definitions

    For the purposes of this Agreement, the following terms have the meanings below. Additional terms may be defined in context within these Terms.

    • Platform: The online interface (including any website, application, or smart contract system) operated by BITS that enables Users to deposit Digital Assets into vaults and receive tokenized representations in return, and facilitates related financial transactions.
    • Digital Assets: Cryptocurrencies or other digital tokens (such as Bitcoin (BTC) or wrapped BTC tokens) that are accepted by BITS for use in the Platform. Digital Assets are not fiat currency and are not legal tender, and they are not backed or insured by any government or insurance program.
    • BITS Tokens: The proprietary digital tokens issued by the Platform to Users who deposit Digital Assets. BITS Tokens represent a User's claim on the underlying deposited assets (and any accrued yield) in the relevant vault. BITS Tokens are intended solely as a technical representation of your deposited assets and are not equity, not debt, and not any form of security or investment contract in the Company.
    • Vault: A smart contract or designated wallet system where Users' deposited Digital Assets are aggregated. Each Vault may hold assets from multiple Users and issue corresponding BITS Tokens to those Users.
    • Strategy Provider: A third-party entity or protocol that receives access to aggregated Vault assets (e.g. via loans or collateral arrangements) in exchange for providing fiat currency or stablecoins and generating yield. The Strategy Provider is independent of BITS and uses the assets to pursue yield-generating strategies, returning funds that enable yield payments to Users.
    • Services: The services provided by BITS via the Platform, including facilitating deposits of Digital Assets, issuance and redemption of BITS Tokens, arranging the pooling of assets and their use as collateral for third-party strategies, distributing yields to Users, and related technology services. Services also include any other features, content, or offerings on the Platform.
    • Fiat or Fiat Currency: Government-issued currency (such as USD) that is not a Digital Asset.
    • Stablecoin: A type of Digital Asset designed to maintain a stable value relative to a reference (often a fiat currency) (for example, USD-backed stablecoins).
    • Accredited Investor: An individual or entity that meets the requirements to be considered an accredited investor under applicable law. For U.S. Users, this generally means meeting the criteria in Rule 501 of Regulation D under the U.S. Securities Act of 1933 (such as a high net worth or income threshold, or certain professional certifications). Non-U.S. Users must meet any analogous qualification or sophistication standards in their jurisdiction (if applicable). By using the Platform, you represent that you are an Accredited Investor (if you are a U.S. person) or that your use of the Services is lawful under your jurisdiction's investor qualification rules.
    • User (also "you" or "Client"): Any person or entity who accesses or uses the Services. This includes depositors of Digital Assets and holders of BITS Tokens.
    • Agreement: These Terms of Service, including any documents, policies, or schedules incorporated by reference, as updated from time to time.

  3. Eligibility and User Representations

    By registering an account or using the Services, you represent, warrant, and covenant that the following are true at all times:

    • Legal Age and Capacity: You are at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into this Agreement. If you are using the Services on behalf of an entity, you have the authority to bind that entity to these Terms, and "you" shall include that entity.
    • Accredited / Qualified Investor Status: If you are a U.S. resident, you are an Accredited Investor as defined under U.S. law, and you agree to provide documentation or certifications to verify this status upon request. If you are not a U.S. resident, you meet any similar financial suitability standards required by your local jurisdiction or you are using the Services in a personal capacity where no such standard is legally required. You acknowledge that BITS is offering Services only to persons who are financially sophisticated and able to bear the risks of digital asset transactions, including potential loss of all assets.
    • U.S. Persons and International Use: You are not a resident or citizen of any jurisdiction that prohibits the use of the type of Services provided by BITS. In particular, you are not located in a country or region that is subject to U.S. economic sanctions (including, but not limited to, Cuba, North Korea, Iran, Syria, or the Crimea region) and you are not on any list of prohibited or restricted parties (such as the U.S. Treasury Department's Specially Designated Nationals list). You further represent that your use of the Services does not violate any applicable export control, sanctions, or other law or regulation.
    • Personal Use and Beneficial Owner: You are using the Services for your own personal or organizational benefit, and not on behalf of or for the benefit of any third party unless such third party has also been identified and verified by BITS. You are the true beneficial owner of any Digital Assets you deposit, and you are not depositing assets that belong to another person or entity (other than an entity for which you are an authorized representative).
    • Ownership of Assets: All Digital Assets you deposit into any Vault are owned by you, and you have good and marketable title to such assets, free and clear of any liens, claims, security interests, charges, or encumbrances. You will not deposit any Digital Assets acquired through borrowing or any form of leverage unless you have disclosed such to BITS and ensured it does not violate any agreement or law. You further represent that no Digital Asset you deposit is derived from, or will be used for, any illegal or fraudulent activity, including money laundering, terrorist financing, tax evasion, or any other financial crime.
    • Accurate Information: You have provided and will maintain truthful, current, and complete information about yourself (and, if applicable, your organization) during account registration and verification. This includes your legal name, address, contact information, identity documents, and any other information BITS requests for know-your-customer ("KYC") or Anti-Money Laundering ("AML") purposes. You agree to promptly update any information that changes. You represent that you are not impersonating any other person or using any alias or false identities.
    • Compliance with Laws: You will only use the Services in full compliance with all laws and regulations that apply to you, including those concerning financial services, digital assets, anti-money laundering, anti-corruption, securities, and taxes. You confirm that you will not use the Platform for any unlawful purpose (such as gambling, fraud, sanctions evasion, intellectual property infringement, or the operation of a ponzi/pyramid scheme).
    • Understanding of Risks: You have a sufficient understanding of blockchain technology, digital assets, smart contracts, and the risks associated with them to make an informed decision about using the Services. You acknowledge that you have read the Risk Disclosure in Section 9 and are aware of, and able to bear, the potential risks of loss involved in depositing Digital Assets and participating in yield-generating strategies. You are financially able to bear such risks up to a total loss of your deposited assets.
    • No Reliance on Advice: You acknowledge that BITS has not provided you with any investment, legal, or tax advice, and that you have had the opportunity to consult your own advisors before using the Services. You are not relying on BITS or the Platform for any advice or recommendations regarding Digital Asset transactions.
    • No Infringing or Harmful Use: You will not use the Services to transmit any harmful code, to engage in any activities that harm or disrupt the Platform, or in any manner that infringes on the rights of others. In particular, you will not upload or transmit any malware, viruses, or other destructive software, and you will not harass, threaten, or defraud BITS or any third party through your use of the Services.
    • Further Assurances: You will execute and deliver any additional documents and instruments, and take any other actions reasonably required, to fulfill the intent of these representations or to comply with applicable law or requests of governmental authorities.

    You understand that BITS is relying on the above representations in providing Services to you. If at any time any of the above statements is or becomes untrue, you must notify BITS immediately and cease using the Services.

  4. Account Registration and KYC/AML Compliance

    BITS reserves the right to modify these Terms at any time. We will provide notice of changes by posting the revised Terms on our website and updating the "Last Updated" date at the top of this page. Your continued use of the Services after any changes constitutes your acceptance of the new Terms. If you do not agree with the changes, you must stop using the Services.

    1. Registration of Account: To access the full range of Services, you must create a User account on the Platform ("Account"). You agree to provide all requested information for identity verification and Account setup, including but not limited to your name, date of birth or date of incorporation, nationality, address, telephone number, email, government identification number (e.g., social security or tax ID), and any beneficial ownership or account funding information we require. We may also require you to provide documents to verify this information (such as a passport, driver's license, proof of address, incorporation documents, etc.). You authorize BITS to make inquiries, either directly or through third-party services, to verify your identity and to take actions we reasonably deem necessary based on the results of such inquiries.
    2. Identity Verification and Ongoing Due Diligence: BITS maintains an anti-money laundering and know-your-customer compliance program in accordance with U.S. federal law and the laws of the State of Wyoming. By using the Services, you agree to cooperate with all identity verification, background checks, source of funds inquiries, and other compliance steps we deem necessary. This may include providing additional information or documents at any time, either during onboarding or on a periodic basis, to ensure the continued legality of our relationship and your transactions. We may require you to certify or provide proof of your status as an Accredited Investor. Your failure to timely provide accurate information and documentation in response to such requests may result in service delays, suspension of your Account, or termination of this Agreement.
    3. Screening and Sanctions: BITS will screen Users against lists of prohibited persons, including sanctions lists maintained by the U.S. Office of Foreign Assets Control (OFAC) and other authorities. If you or any party associated with you (such as an ultimate beneficial owner of an entity account) is identified as a prohibited or high-risk person, BITS may reject your Account or immediately freeze or close it. You represent that you (and any person or entity you represent) are not subject to any such sanctions or legal prohibitions.
    4. Account Security: You are responsible for maintaining the confidentiality and security of your Account credentials, including your password and any API keys or private keys associated with Digital Asset wallets. You must not share your login information with anyone or allow any other person to access your Account. If you suspect that your Account has been compromised or accessed without authorization, you agree to notify BITS immediately. We may require you to use multi-factor authentication or other security measures, and you must follow our security procedures. BITS will not be liable for any loss or damage arising from unauthorized access to your Account resulting from your failure to secure your credentials. This includes any loss of Digital Assets or BITS Tokens if someone gains access to your Account or wallet due to your negligence.
    5. Use of Personal Data: You acknowledge that BITS will collect, use, and store your personal information as necessary to provide the Services and comply with legal obligations. This includes using third-party services for identity verification and transaction monitoring. We may disclose your information to government authorities if required by law or to comply with legal process, and we reserve the right to monitor and report any activity we suspect to be in violation of law. Please review our Privacy Policy for details on how we handle your data. By using the Services, you consent to our collection and use of your data in accordance with the Privacy Policy and applicable law.
    6. Account Use and Restrictions: You must use your Account only for the purposes of accessing Services as intended and not for any improper purpose. You will not create multiple accounts to bypass any limits or restrictions, and you will not use any automated means (such as bots or scripts) to access the Platform except via officially provided APIs (if any) and in compliance with their rules. BITS reserves the right to refuse to open an Account, or to suspend, terminate or restrict any Account, at any time in our sole discretion, for reasons including but not limited to: breach of these Terms, suspicion of fraudulent or illegal activity, failure to provide requested information, or upon request by law enforcement. In the event of Account suspension or termination, we will, when permitted by law, return any of your lawfully-owned Digital Assets that we control to you (e.g., by enabling withdrawal to an external wallet) after resolving any pending obligations, liens, or investigations.

  5. Description of Services

    1. Overview of the BITS Platform: BITS provides a financial technology platform that enables Users to put their idle Bitcoin or Bitcoin-backed assets to productive use. In simple terms, Users deposit BTC or supported wrapped BTC tokens ("Deposited Assets") into a BITS Vault, and in exchange receive newly issued BITS Tokens that represent their deposit. BITS then facilitates the aggregation of these Deposited Assets and arranges for them to be used as collateral or lent to Strategy Providers (third parties) who in return provide fiat currency or stablecoins for investment strategies. The profits (yield) generated by these strategies are used to benefit the Users who made the deposits, after deducting applicable fees.
    2. Non-Custodial Technology Layer: BITS is not a bank, custodian, or lender; we operate as a technology service provider that connects Users and third-party Strategy Providers. When you deposit Digital Assets into a Vault, you maintain ownership of those assets, subject to the agreed use of the assets as collateral or in lending arrangements to the Strategy Provider. Title to your Deposited Assets remains with you and does not transfer to BITS. BITS at no time assumes ownership of your Digital Assets; rather, BITS (through smart contracts or other arrangements) acts as a conduit to enable you to utilize your assets in the yield strategy. You acknowledge that by using the Services, you authorize BITS to act as your limited agent for the purpose of administering the Vault and coordinating with Strategy Providers — for example, pooling your assets with those of other Users, pledging or loaning those assets to Strategy Providers under commercially determined terms, and receiving back fiat, stablecoins, or proceeds on your behalf. However, BITS does not act as a broker, dealer, investment advisor, or bank — and no fiduciary relationship is created between you and BITS by this Agreement. BITS provides the infrastructure and smart contract tools, but all decisions to participate in a Vault or strategy are made voluntarily by you as the asset owner.
    3. BITS Tokens (Tokenized Deposits): When you deposit Digital Assets into a Vault, the Platform will issue you an equivalent amount of BITS Tokens (minus any fees, if applicable) to denote your share in that Vault. For example, if you deposit 1 BTC, you may receive 1 BITS-BTC token (or similar representation) in return. The BITS Token serves as a digital receipt or claim for your deposited assets and any earned yield. BITS Tokens may be recorded on a blockchain or within the Platform's internal ledger. They are intended to be used within the Platform for tracking your balance and for redemption of assets; they are not intended for speculative trading or transfer outside the Platform's authorized environment. Transfer of BITS Tokens may be restricted to whitelisted addresses or other verified Users to ensure compliance (especially if only accredited investors may hold them). Any transfer of BITS Tokens outside of authorized channels is prohibited and may result in the loss of ability to redeem the underlying assets. You must exercise caution in handling your BITS Tokens; anyone with access to your BITS Tokens (or the private keys controlling them) may be able to redeem your assets. BITS is not responsible for any loss due to your transfer of BITS Tokens to an unsupported wallet or third party.
    4. Use of Deposited Assets - Yield Strategy: By depositing assets and using the Services, you authorize BITS and the Platform's smart contracts to take actions with your Deposited Assets as reasonably necessary to generate yield, consistent with the Service's design. This includes pooling your assets with other Users' assets, pledging or hypothecating the assets to Strategy Providers as collateral for fiat or stablecoin loans, and allowing Strategy Providers to temporarily borrow or utilize those assets. Such Strategy Providers might deploy funds in various investments or lending opportunities to seek returns. The details of the active strategies, eligible collateral levels, and risk parameters may be provided in the Platform's documentation and may change over time. BITS will use commercially reasonable efforts to vet Strategy Providers and structure these arrangements securely; however, BITS does not guarantee any particular Strategy Provider's performance or the return of funds. All transactions involving Strategy Providers will be conducted under agreements intended to protect the interests of Users, but those transactions inherently carry risk (see Risk Disclosures in Section 9).
    5. Yield and Rewards: When yield is generated from the Strategy Providers' activities, the Platform will allocate such yield to Users proportionally. Yield may be credited by increasing the amount of the Digital Asset and/or BITS Tokens you hold (for example, adding BTC or additional BITS Tokens to your balance), or by another method disclosed by BITS. Yields will be net of fees— meaning BITS will subtract its platform fees or performance fees from the gross yield before crediting your balance. The specific fee rates and structures will be disclosed in the Platform or in a fee schedule provided to you, and may be updated from time to time. Typically, yields (net of fees) are added to your account periodically (e.g., daily, weekly, or monthly). BITS does not guarantee that any yield will be generated at all, or that any particular rate of return will be achieved. Yield rates displayed or advertised are estimates or historical figures and are subject to change based on market conditions and Strategy Provider performance. By using the Earn or yield Service, you acknowledge that yield rates may be zero or may fluctuate and that your participation is essentially a form of lending or investment that carries risk of loss, not a guaranteed interest-bearing account.
    6. Redemption of Assets: You have the right to redeem your Deposited Assets by returning an equivalent amount of BITS Tokens to the Platform (a "Withdrawal" request). Upon proper request and subject to any applicable notice period or lock-up that may apply to a particular Vault or strategy, BITS will facilitate the return of your underlying Digital Assets. In practice, this means that if you wish to withdraw, the Platform may need to unwind the corresponding portion of the assets from the Strategy Provider (e.g., recall the loan or release collateral). Once the underlying assets are available, your BITS Tokens will be deducted (or "burned") and the equivalent Digital Asset (BTC or wrapped BTC) will be transferred back to you, minus any applicable withdrawal fees. We will use reasonable efforts to process withdrawals promptly, but we cannot guarantee immediate liquidity. There may be a waiting period for the Strategy Provider to return funds or for the next batch window of the smart contract to process the withdrawal. BITS reserves the right to impose limits on withdrawals (such as minimum or maximum withdrawal amounts and frequency) or require advance notice for large withdrawals, in line with liquidity management and regulatory considerations. We will notify Users of any such limitations in advance when possible.
    7. Conditions for Withdrawal: In order to initiate a withdrawal, you must follow the procedures outlined on the Platform, which may include specifying the destination wallet address for your Digital Asset. It is your responsibility to provide an accurate and authorized withdrawal address. BITS will not be liable for any loss of assets due to an incorrect or unsupported address provided by you. If the address you provide is incompatible or if other issues arise (such as network congestion or maintenance), we may delay or reject the withdrawal until the issue is resolved. Additionally, if your Account or a particular asset is under investigation or hold (for example, due to a court order, legal process, or suspicion of illicit activity), BITS may suspend withdrawals until the matter is resolved.
    8. Suspension or Modification of Services: BITS reserves the right to suspend, modify, or discontinue any aspect of the Services at any time, especially if we believe it is necessary for security reasons, legal compliance, or to protect our Users. This includes the right to (temporarily or permanently) halt deposits, withdrawals, or yield payouts for any Vault or asset, for instance in extreme market conditions, technical emergencies, or if required by regulators. In such events, BITS will make reasonable efforts to notify Users and to resume normal operations as soon as feasible, but BITS shall not be liable for any consequences of such suspension or modification when done in good faith to address legitimate concerns.

  6. Fees and Taxes

    1. Platform Fees: By using the Services, you agree to pay all applicable fees. BITS may charge fees in various forms, including but not limited to: a percentage cut of yield (performance fee), management or administrative fees, withdrawal fees, or token conversion fees. Our fee schedule is or will be made available on the Platform or in a separate Fee Schedule document. Fees may be updated from time to time, and any changes will be communicated via an update to the fee schedule on our website or app. Unless stated otherwise, any changes to fees are effective immediately upon posting. If you do not agree with a fee change, your sole remedy is to stop using the affected Service (which may require closing your Account or withdrawing your assets). Continued use of the Services after a fee change constitutes your acceptance of the new fees.

      Fees are typically automatically deducted from yields or transactions. For example, if a Vault generates a 5% annual yield and the performance fee is 1%, your net yield would be 4%, with 1% retained by BITS. In some cases, fees may be taken in the form of the Digital Asset or in an equivalent value of another asset (e.g., in stablecoins or BITS Tokens). BITS may, at its discretion, offer fee waivers or discounts for certain Users or promotional periods; any such temporary benefit does not waive our right to enforce the standard fees thereafter.

    2. External Costs: You are responsible for any external costs that may arise from your use of the Services, such as blockchain transaction fees (network gas fees) when transferring Digital Assets to or from the Platform, or fees charged by your bank or card provider if fiat transactions are involved. BITS is not responsible for differences in exchange rates or fees that third-party services (like banks, card issuers, or other networks) impose.
    3. Taxes: BITS does not provide tax advice. You are solely responsible for understanding and fulfilling all tax obligations arising from your use of the Services. This may include reporting and paying any income, capital gains, sales, use, value-added, or similar tax in any applicable jurisdiction. BITS makes no representations about the tax treatment of holding or using Digital Assets or participating in the yield strategies. The rewards or yield you earn may be considered taxable income in your jurisdiction; likewise, converting between assets could be a taxable event. It is your responsibility to keep records and determine what taxes apply to transactions and rewards. BITS may provide tools for you to view your transaction history, but you should also keep your own records. In certain cases, if required by law, BITS may withhold taxes or provide you (or the relevant government agency) with account information (for example, issuing IRS Form 1099s for U.S. taxpayers, if applicable). However, unless required for us by law, we generally do not withhold any taxes; you must pay them yourself. We strongly urge you to consult with a tax professional regarding your use of the Services.
    4. No Refunds: All fees and transactions generally are final and non-refundable, unless a specific error was caused by BITS. If you believe an error or mischarge has occurred, you must contact us promptly and provide evidence. We will investigate and, if the error was on our side, correct it or issue a refund at our discretion. However, network transaction fees and similar third-party costs cannot be refunded by BITS.

  7. Prohibited Activities

    When using the BITS Platform and Services, you agree not to engage in any of the following prohibited activities:

    • Illegal Activities: Using the Services for any unlawful purpose, or to further or support any criminal activity. This includes, but is not limited to, money laundering, terrorist financing, fraud, tax evasion, Ponzi or pyramid schemes, trafficking of illegal goods or services, dealing in stolen funds or assets, or any activity that violates any law, regulation, or court order.
    • Violation of Sanctions or Export Laws: Transacting with or on behalf of any person, entity, or country that is embargoed or sanctioned by the United States or other applicable jurisdiction. You shall not use your Account to circumvent or violate any economic sanctions or export control laws.
    • Unauthorized Securities or Lending: Using the Platform in a manner that violates securities laws or financial services laws — for example, attempting to use the Platform to offer securities, solicit investments, or engage in unregistered lending, brokerage, or exchange activities beyond the intended scope of the Platform. You shall not use the Services to create or trade any investment product that is not explicitly permitted by BITS.
    • Interference with Platform: Engaging in any activity that disrupts, interferes with, or degrades the integrity or performance of the Platform or related systems. This includes (i) attempting to hack, tamper with, or gain unauthorized access to the Platform's software, servers, security measures, or User accounts; (ii) using viruses, bots, worms, or any harmful code on the Platform; (iii) imposing an unreasonable or disproportionately large load on our infrastructure (e.g., excessive API calls or other abusive actions).
    • Circumvention: Attempting to circumvent any security feature or access controls of the Platform, including attempting to use the Services if you have been suspended or if you are in a jurisdiction where the Services are not offered or are prohibited. You agree not to use any anonymization techniques (such as Tor, VPNs, or mixing services) with the intent of hiding your location or identity in order to break these Terms or any applicable law. (Using privacy tools for legitimate privacy reasons is not itself a violation, but doing so to skirt compliance checks is.)
    • Data Scraping and Automated Use: Using any automated means (such as scripts, robots, or web crawlers) to collect information from the Platform or to interact with the Services, without our express permission. Normal use of provided APIs according to their documentation is allowed; any other automated extraction or mass collection of data is prohibited. You also agree not to reverse engineer, decompile, or disassemble any aspect of the Platform or the software used in providing the Services, except to the extent expressly permitted by law.
    • Unauthorized Framing or Linking: You will not frame the Platform within another website, or resell or redistribute any part of the Services, without express written consent. Additionally, you must not mirror or copy any content on the Platform on another server or device.
    • Misuse of Communications: If the Platform offers any communication features (forums, chat, customer support channels, etc.), you agree to use them respectfully. You will not harass, abuse, or spam BITS personnel or other Users. You will not post content that is defamatory, obscene, offensive, or that violates any party's rights. Impersonating any person or entity, or falsely stating your affiliation with any person or entity, is prohibited.
    • Unapproved Marketing and Promotions: You will not use the BITS name, logo, or brand to advertise or promote any product or service without our prior written approval. Additionally, you will not use the Platform to transmit unsolicited commercial communications (such as spam or pyramid scheme invitations) to anyone.
    • Third-Party Platform Abuse: If BITS at any time integrates with third-party services or APIs (for example, a third-party wallet or exchange), you must abide by the terms of those third-party services as well, and you will not do anything through BITS that causes a violation of those third-party terms.

    Violation of any of the above can result in immediate suspension or termination of your Account and use of Services, and may also result in legal action against you by BITS or relevant authorities. We reserve the right to report any suspected criminal activity to law enforcement and to provide law enforcement with any requested information about your Account or transactions (consistent with our Privacy Policy and applicable law).

  8. Intellectual Property and Proprietary Rights

    1. Ownership of Platform: All content and materials on the BITS Platform, including but not limited to the software, algorithms, smart contract code, web design, text, graphics, logos, trademarks, service marks, videos, audio, information, and any other files (collectively, the "Platform Content"), are the property of BITS or its licensors and are protected by intellectual property laws. BITS (and/or its licensors) retain all rights, title, and interest in and to the Platform Content and Services, including all associated intellectual property rights, and except for the limited use license expressly provided below, nothing in these Terms grants you any ownership or other rights in the Platform or its content.
    2. License to Use the Services: Subject to your compliance with these Terms, BITS grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform and Services for your own internal, lawful use. This license is provided solely for you to utilize the Services as intended (for example, to deposit assets and manage your account), and not for any other purpose. You must not copy, reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any portion of the Platform Content, except as expressly permitted by us in writing. You also agree not to remove or alter any copyright, trademark, or other proprietary rights notices on the Platform or any materials you download or print from the Platform.
    3. Trademarks: "BITS," "BITS Blockchain Inc.," the BITS logo, and any other BITS product or service names or slogans that may appear on the Platform are trademarks of BITS or our affiliates, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, names, or logos appearing on the Platform that are not owned by BITS are the property of their respective owners and may not be used without permission of those owners. Reference on the Platform to any third-party products, services, companies, or trademarks is for informational or identification purposes only and does not constitute an endorsement, sponsorship or recommendation by BITS.
    4. User Feedback: If you choose to provide any suggestions, ideas, feedback, or recommendations regarding the Platform or Services ("Feedback") to BITS, you hereby assign to BITS all right, title, and interest in and to the Feedback, and acknowledge that BITS may freely use and exploit the Feedback in any manner and for any purpose (including incorporating it into the Platform or Services) without any obligation to you. If such assignment is not enforceable under applicable law, you grant BITS a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate the Feedback into the Platform and our business. You agree that you will not be due any compensation for your Feedback or any use thereof by BITS, and that BITS is not required to treat any Feedback as confidential.
    5. Open Source and Third-Party Components: The Platform may include or rely on certain open-source software or third-party software. Each such component is licensed under its own terms (each an "OSS License"). Nothing in these Terms limits your rights under the terms of any applicable OSS License. However, when using any such components as part of the Platform, you agree to comply with these Terms to the extent they do not conflict with the open-source licenses.
    6. No Reverse Engineering: You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, or structure of any part of the Platform or Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. If such law applies, you agree to first request the information from us (if we are obligated to provide it) and refrain from such activities unless and until we fail to comply.
    7. Reservation of Rights: All rights not expressly granted to you in these Terms are reserved by BITS and its licensors. There are no implied licenses granted under these Terms. BITS may terminate the above license at any time if you breach the Terms or if needed to protect the interests of BITS or third parties. Upon termination of the license, you must cease all use of the Platform Content and, at our option, return or destroy any copies of Platform Content in your possession.

  9. Risk Disclosures

    Using the BITS Platform and participating in digital asset transactions and yield-generating strategies involve significant risks.You acknowledge and agree that you have carefully considered and accept the following material risks, among others, in using the Services. The risks listed here are not exhaustive, and you should conduct your own research and consult professionals to understand all risks before participating.

    • Volatility Risk: Digital Assets like BTC are highly volatile. The value of your Digital Assets (and any yields thereon) can fluctuate dramatically over short periods of time. Market prices are unpredictable and can be affected by a wide range of factors including market sentiment, regulatory events, technological changes, and macroeconomic developments. You may incur significant losses if the market value of your Digital Assets declines.
    • Total Loss Risk: When you deposit assets into the Platform, there is a risk of total loss of those assets. This could occur due to factors such as a catastrophic failure of the underlying strategy, default or fraud by a Strategy Provider, hacking of smart contracts, or extreme market events. You should only deposit assets that you can afford to lose entirely.
    • No Insurance or Guarantee: Assets held or deployed via the Platform are not insured by any governmental agency or private insurer. Unlike bank deposits, which can be FDIC-insured, or securities accounts, which can have SIPC protection, digital asset deposits with BITS have no such protections. BITS does not guarantee any returns or protection of principal. If we or the Strategy Providers incur losses, there is no insurer or guarantor (public or private) that will compensate you.
    • Regulatory Risk: The legal and regulatory environment for cryptocurrencies and related services is unsettled and rapidly evolving. Laws and regulations (including how digital assets are defined or treated by regulators) can change at any time in unpredictable ways. Regulatory actions could severely restrict or even make it illegal to operate or use the Services in some jurisdictions. Governments may impose restrictions, licensing requirements, or bans that could limit your ability to use your assets or the Platform. Such changes might include, for example, regulations on offering yield or lending products, classification of BITS Tokens or the Service as securities or investment contracts, or requirements to halt operations. Legislative or regulatory changes may adversely affect the value, transferability, or legality of your Digital Assets or the Services and could result in the termination of some or all Services with little or no notice.
    • Liquidity Risk: The ability to withdraw your assets on demand is not guaranteed. While BITS intends to allow withdrawals, various conditions might delay or prevent withdrawals. For example, if many Users withdraw simultaneously or if a Strategy Provider requires a notice period to return collateral, you might experience delays. In extreme market conditions, BITS might temporarily halt withdrawals or impose limits. Additionally, if your BITS Tokens are restricted from transfer, you may not be able to liquidate your position except through the Platform's withdrawal mechanism. This illiquidity means you might not be able to access your funds when desired.
    • Counterparty Risk: When your assets are provided to Strategy Providers or other third parties (including potentially decentralized protocols), you are exposed to the risk that those parties may not meet their obligations. Strategy Providers might fail to return borrowed assets on time or at all, might become insolvent or bankrupt, or could mismanage or lose the funds. Even if collateral is used, its value could drop or it could be insufficient to cover losses. BITS performs due diligence but does not guarantee the performance or creditworthiness of any third party. If a Strategy Provider defaults or goes out of business, you may lose some or all of your assets or expected returns.
    • Smart Contract and Technological Risk: The BITS Platform and Vaults may operate using smart contracts and blockchain technology. Smart contracts are software code—they could have bugs, vulnerabilities, or could be subject to exploits by malicious actors. Hackers might find ways to exploit the smart contracts or other aspects of the Platform to steal funds or cause losses. Additionally, there could be unforeseen flaws in the design of the Vault or token system. The underlying blockchain networks (whether Bitcoin, Ethereum, or others) might also experience failures or attacks (such as 51% attacks, consensus failures, chain splits) that could impact the operation of the Platform.You accept the risk of software and hardware failures, security breaches, and cyber-attacks that could result in the loss of Digital Assets.
    • Operational Risk: BITS itself could encounter operational challenges. These include internal system failures, human error, or infrastructure breakdowns. We could be subject to cyber attacks on our own systems (distinct from the blockchain or smart contract attacks mentioned above), which might compromise user accounts or the Platform's integrity. We could also suffer outages due to power loss, telecommunications failure, natural disasters, or other events. While BITS takes precautions to secure its systems (e.g., encryption, security audits), no system is perfectly secure or reliable. There is also a risk that BITS (the company) could become insolvent, experience financial difficulties, or be forced to cease operations for business reasons. If BITS were to shut down or enter bankruptcy, the handling of Users' assets could be complex and outcomes uncertain.
    • Market and Economic Risk: The yield generated by the Strategy Providers is often tied to broader market conditions. If market demand for borrowing BTC or stablecoins changes, yield rates can drop or go to zero quickly. In some cases, rapid moves in the crypto markets might cause Strategy Providers to incur losses (for instance, if the strategy involves trading or providing liquidity). Moreover, macroeconomic events affecting interest rates, currency stability, or investor confidence can indirectly affect the crypto markets and yield opportunities.
    • Asset-Specific Risk: Each Digital Asset (BTC or wrapped BTC) carries its own set of risks. Bitcoin's value depends on continued adoption and community consensus. Wrapped BTC or other tokenized assets carry additional smart contract and custodial risks (since a wrapped token's value depends on the underlying BTC being properly held or managed by a custodian or smart contract). If you deposit a wrapped BTC product, you are subject to the risk that the wrapping mechanism fails or the peg breaks (for example, if the issuer of a wrapped BTC cannot redeem it 1:1 for BTC).
    • No Fiduciary Duties; No Advice: BITS is not your broker, intermediary, agent, or advisor. We have no fiduciary duty to you, meaning we are not acting in your best interest beyond the contractual obligations in these Terms. We may have conflicts of interest in operating the Platform or selecting Strategy Providers (for instance, we might have financial incentives or relationships that are not disclosed to you). You should not expect BITS to advise you on the merits of any deposit or strategy.All decisions to use the Service are solely yours. If you rely on any information from the Platform (such as projected yields or historical performance), you do so at your own risk; such information is not guaranteed to be accurate or complete.
    • Irreversibility of Transactions: Blockchain transactions (such as sending BTC to the Vault or withdrawing it) are generally irreversible. If you send assets to the wrong address or if unauthorized persons access your Account and initiate a transfer, you may lose those assets with no recourse. BITS does not have the ability to reverse blockchain transactions once confirmed. Similarly, if erroneous or fraudulent transactions occur on the Platform, correcting them might not be possible if assets have left our control. You must exercise caution and double-check details when initiating transactions.
    • Legal and Tax Risk: It is your responsibility to understand and comply with local laws and tax regulations. You could face legal consequences if you violate laws by using the Service (for example, if your jurisdiction bans participation in crypto lending/yield programs). Tax laws regarding digital assets are also evolving; you might face unanticipated tax liabilities or reporting requirements. BITS is not responsible for advising you of these obligations.
    • Government or Law Enforcement Action: Assets in the Vault or held via the Platform could become subject to seizure or forfeiture by government order if, for example, they are associated with illegal activity or if a regulator asserts jurisdiction over the Platform's operations. BITS may be compelled to freeze or surrender assets in response to legal orders, and such actions could occur without your consent. While we aim to only comply with lawful and valid orders, government actions can sometimes be broad or preventative. You assume the risk of such government actions and agree that BITS is not liable for any losses or inability to access assets resulting from compliance with law enforcement or regulatory directives.

    By using the Services, you acknowledge that you have read and understood the above risks (and other risks associated with digital assets), and that BITS has no control over many of these risks. You agree that BITS is not responsible for any losses you incur due to the materialization of these risks, except as expressly set forth in these Terms. If you are not comfortable with these risks, you should not use the BITS Platform.

  10. Disclaimers of Warranties

    THE BITS PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY.To the maximum extent permitted by applicable law, BITS (including our officers, directors, employees, and agents) specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

    Without limiting the generality of the foregoing, BITS does not warrant that:

    • The Services will be uninterrupted, timely, secure, or error-free. We do not guarantee that the Platform will always be available or that it will operate without flaws. There may be service interruptions, delays, or errors in functionality. Maintenance, upgrades, or unforeseen outages may make the Services unavailable at times. You acknowledge that downtime and outages can occur.
    • Any yield or financial results will meet your expectations. All yield figures or performance indications are estimates or historical references and not guaranteed. BITS makes no warranty or promise that you will actually earn any particular amount of return or that any asset value will appreciate. Any projections or forward-looking statements on our Platform are speculative and provided for informational purposes only.
    • The information on the Platform is accurate or complete. Although we strive to provide accurate information, BITS does not guarantee the accuracy, timeliness, or completeness of any data or content (such as pricing data, educational materials, or third-party content links) on the Platform. Information may become outdated or inaccurate quickly, and BITS has no obligation to update any such information.
    • The Services will be free from viruses or other harmful components. You should use your own security software to protect your devices and wallets. We do not warrant that the Platform, its servers, or any emails or communications from us are free of malware or other harmful elements.
    • Transactions will be executed without error. While we endeavor to execute transactions and update balances correctly, mistakes or bugs may occur (e.g., a smart contract logic error). We do not warrant that orders, deposits, withdrawals, or rewards calculations will always be executed perfectly. In the event of a manifest error (for example, an obvious miscalculation or display error), we reserve the right to correct such error, including reversing or adjusting transactions to what is fair and intended.
    • Security measures will prevent all unauthorized access. Although we implement security practices, we do not warrant that unauthorized parties will never gain access to or misuse your Account or any related information. You acknowledge that any digital environment has inherent security risks, and BITS disclaims liability for breaches that are not due to our gross negligence or willful misconduct.

    No Advice: Any information provided by BITS or through the Platform (such as blog posts, articles, support documentation, or communications from BITS staff) is for general information only and does not constitute investment, financial, legal, or tax advice. BITS is not advising you personally concerning the nature, potential, desirability, or value of any asset or strategy. You should consult your own professional advisors regarding your particular circumstances and the appropriateness of any actions.

    Third-Party Services and Content: If our Platform contains links or integrations to third-party websites, services, or resources, BITS provides them for your convenience only. We do not endorse, control, or make warranties about any third-party services or content. If you access any third-party content or services (for example, a linked exchange, wallet, or DeFi protocol), you do so at your own risk. BITS is not responsible for any loss or damage of any sort incurred from dealing with any third-party.

    Beta Services: From time to time, BITS may offer new features or services in a beta (testing) version. These beta services are subject to change and may be even less reliable than our normal services. They are provided "as-is" with no warranties whatsoever, and we may discontinue them at any time.

    Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such case, the remaining disclaimers shall remain in full force and effect.

  11. Limitation of Liability

    To the maximum extent permitted by law, in no event shall BITS or its affiliates, or their respective directors, officers, employees, agents, or representatives, be liable for:

    • Any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or related to your access to or use of (or inability to use) the Services, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and even if BITS has been advised of the possibility of such damages. This limitation includes damages resulting from any mistakes, omissions, interruptions, deletion of files or emails, errors, defects, viruses, delays in operation or transmission, any failure of performance, the cost of procurement of substitute services, or any unauthorized access to or alteration of your transmissions or data.
    • Any damage or loss resulting from hacking, tampering, or other unauthorized access to or use of the Services or your Account, including any unauthorized use of any information or transactions therein.
    • Any damage or loss resulting from the acts or omissions of any third party, including Strategy Providers, other users, payment providers, or other service providers with whom we work or to which our Platform may link. BITS is not responsible for the conduct, whether online or offline, of any other user or third party.
    • Any loss of Digital Assets or funds due to technical reasons (such as blockchain forks, rollbacks, smart contract failures, etc.) or due to regulatory actions (such as seizures or injunctions) or due to market events (such as extreme slippage, devaluation of assets, or lack of liquidity).
    • Any loss arising from incorrect addresses or user errors. If you send a deposit to an incorrect address not associated with us, or if you provide a wrong withdrawal address, BITS is not liable for any irreversible loss of funds.

    In no event will BITS's aggregate liability for any claims arising out of or related to this Agreement or the Services exceed the total amount of fees actually received by BITS (in USD equivalent) from you in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred U.S. dollars (USD $100), whichever is greater . If you have not paid any fees to BITS (for example, if BITS only deducted performance fees from yield), then BITS's liability shall not exceed $100 in aggregate.

    The limitations above apply even if a remedy fails of its essential purpose. Because some jurisdictions do not allow the exclusion or limitation of certain damages, the above limitations may not apply to you. In such jurisdictions, BITS's liability will be limited to the fullest extent permitted by law.

    Release: To the extent permitted by law, you release BITS and its affiliates from all liability for you having acquired or not acquired Digital Assets through the Platform. You release us from any and all liability relating to your interactions or agreements with any Strategy Provider or other third-party service. If you are a California resident, you waive California Civil Code §1542 which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in their favor at the time of executing the release, that if known, would have materially affected their settlement with the debtor or released party."

  12. Indemnification

    You agree to defend, indemnify, and hold harmless BITS, its affiliates, and their respective officers, directors, employees, agents, and representatives (the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claims, investigations, audits, or proceedings brought against any of the Indemnified Parties due to or arising out of:

    • Your breach of these Terms: Any violation of this Agreement by you, including any breach of your representations and warranties in Section 3 or elsewhere.
    • Your use of the Services: Your acts or omissions in using the Platform, including any content you submit or transactions you initiate. For example, this includes any claims arising from your use of the Services in a manner not permitted by these Terms or by law.
    • Your violation of any law or regulation: Any alleged violation of law by you, such as using the Services in a banned jurisdiction or engaging in illegal activities described in Section 7. This includes any fines, penalties, or enforcement actions imposed by regulatory authorities due to your actions.
    • Your infringement of rights: Any allegation that any information or material you provided (such as if you posted content or transmitted data through the Platform) infringes or misappropriates any intellectual property, privacy, publicity, or other right of a third party.
    • Your wrongdoing or negligence: Any fraud, gross negligence, willful misconduct, or misrepresentation committed by you, or any harm caused by you to any third party using the Services.
    • Disputes with third parties: Any dispute between you and another user of the Services, or between you and any Strategy Provider, that implicates BITS or requires BITS to respond to subpoenas, legal process, or takes any action to protect its interests.

    BITS reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. If we do assume the defense of such a matter, you agree to cooperate with our defense of that claim and you shall not settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any claim or demand that is subject to your indemnification obligation as soon as we become aware of it.

    This indemnity obligation shall continue even after you stop using the Services or your Account is closed, relating to acts or omissions occurring during your use of the Services.

  13. Governing Law

    This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict of laws principles. The Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern the interpretation and enforcement of the arbitration provisions in Section 14.

    If for any reason a dispute is not subject to arbitration or if any litigation or court proceeding is permitted under these Terms, you and BITS agree that any such proceedings shall be brought exclusively in the state or federal courts located in Cheyenne, Wyoming, and each party irrevocably consents to the personal jurisdiction and venue of those courts for such purposes. You and BITS waive any objection to jurisdiction and venue in such courts (including any defense based on forum non conveniens).

    1-Year Limitation: To the extent permitted by law, any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or else it will be permanently barred. This limitations period does not apply to claims by BITS for fees or indemnification.

  14. Dispute Resolution and Arbitration

    Please read this section carefully. It requires individual arbitration for most disputes and limits certain rights, including the right to pursue a class action. By agreeing to these Terms, you agree that any disputes will be resolved by binding arbitration, rather than in court, except for matters that may be taken to small claims court or instances of injunctive relief as provided below.

    1. Mandatory Arbitration: Except for the exceptions stated in Section 14.4 below, you and BITS agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services (collectively, "Disputes") will be resolved solely by binding arbitration on an individual basis, and not in a court of law. You and BITS waive any right to a jury trial or to have the dispute heard in court before a judge.
    2. Arbitration Forum and Rules: The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, if applicable based on the nature of your use) in effect at the time the arbitration is initiated, except as modified by this Section. You can find the AAA's rules on the AAA website (www.adr.org). If the AAA is unavailable or unwilling to handle the dispute, the parties shall agree on an alternative arbitral forum; if the parties cannot agree, a court of competent jurisdiction may appoint an arbitrator pursuant to 9 U.S.C. § 5.
    3. Arbitration Location and Procedure: In-person arbitration hearings will take place in Cheyenne, Wyoming, USA, unless you and BITS agree on a different location. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator, (b) through a telephonic or video conference hearing, or (c) by an in-person hearing. For claims over $10,000, the right to a hearing will be determined by the AAA rules. The arbitrator is empowered to grant any relief that would be available in a court under law or in equity, subject to the limitations of liability and damages set forth in these Terms. The arbitrator shall follow the governing law (Section 13) and enforce the applicable statutes of limitation. The arbitrator's decision shall be in writing and provide the reasons for the award unless the parties agree otherwise. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
    4. Exceptions to Arbitration — Small Claims and Injunctive Relief: Notwithstanding the foregoing arbitration agreement, either party may choose to pursue a Dispute in small claims court if it qualifies, so long as the matter remains in such court and on an individual (non-class) basis. Additionally, either party (or both parties) may seek injunctive or equitable relief in a court of competent jurisdiction for disputes related to intellectual property rights (e.g., trademarks, trade dress, domain names, trade secrets, copyrights) or unauthorized access to or misuse of the Services (for example, to prevent security breaches or fraudulent activity on the Platform). In such cases, you and BITS agree that the state or federal courts in Cheyenne, Wyoming shall have exclusive jurisdiction to grant the provisional relief, and such action shall not be deemed a waiver of the right to compel arbitration for any other claims. Once the request for injunctive relief is resolved, if the underlying Dispute remains, it shall be subject to arbitration under this Section.
    5. Prohibition of Class and Representative Actions: All claims and disputes must be arbitrated or litigated on an individual basis and not on a class, consolidated, or representative basis. You and BITS agree that the arbitrator has no authority to: (i) consolidate more than one person's claims, (ii) preside over any kind of representative or class proceeding, or (iii) award class-wide relief. You and BITS waive any right to a jury trial and to participate in a class action lawsuit or class-wide arbitration. If this class action waiver is found to be unenforceable or deemed invalid, then the entirety of this Dispute Resolution and Arbitration section (Section 14) shall be null and void (but the rest of the Terms shall remain in effect).
    6. Arbitration Fees and Costs: Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. If your claim is for less than $10,000 and you certify that you cannot afford the AAA fees, BITS will consider advancing those fees on your behalf or paying them if required by applicable law. Otherwise, each party will split the arbitration fees and costs equally, and each party shall bear its own attorneys' fees unless the arbitrator awards fees to the prevailing party under applicable law or agreement. The arbitrator may award reasonable attorneys' fees and costs to the prevailing party if provided by law. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some cases, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
    7. Confidentiality: The arbitration proceedings, including any rulings, decisions, or awards by the arbitrator, shall be strictly confidential and not disclosed to anyone except the parties and their counsel, and as may be necessary to enforce or challenge the award in a court of law.
    8. Opt-Out Right: You have the right to opt out of arbitration within 30 days of first agreeing to these Terms. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section, you must notify BITS in writing within 30 days of the date you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to our mailing address provided in Section 17 (Contact Information) and must include: (1) your name, (2) your account email or other identifier, (3) your mailing address, and (4) a statement that you opt out of the arbitration provision. If you do not opt out by the 30-day deadline, you will be bound by the arbitration agreement and class-action waiver in this Section. Opting out of this arbitration provision will not affect any other terms of this Agreement.

    If any portion of this Section 14 is found to be unenforceable or unlawful (except for the class action waiver, which is addressed above), that portion shall be severed and the remaining portions of this Section shall remain in force. In any case, the remainder of the Agreement will continue to apply.

  15. Changes to the Terms

    BITS may amend or update these Terms from time to time. We reserve the right to modify or replace any part of this Agreement in our sole discretion. If we make material changes, we will provide notice of such changes, such as by posting the updated Terms on our website or through the Platform user interface, and updating the "Effective Date" at the top. In certain cases, we may provide additional notice (such as an email notification or a pop-up notice upon login) for significant changes. It is your responsibility to review these Terms periodically.

    Unless we state otherwise, changes are effective immediately upon posting. By continuing to use the Services after the new Terms take effect, you are indicating your acceptance of the modified Terms. If you do not agree to any amended Terms, you must stop using the Services and may request to withdraw your assets and close your Account (subject to any outstanding obligations).

    No modification or amendment to these Terms will be binding on BITS unless in a written instrument signed by a duly authorized representative of BITS or posted by BITS to the Platform (for unilateral updates as described above). Specific terms and conditions (for example, promotional terms or additional product terms) that are posted on the Platform or presented to you may also apply, and if there is a conflict between those specific terms and these general Terms, the specific terms shall control for the relevant service or feature.

  16. Termination

    1. By User: You may terminate this Agreement at any time by discontinuing use of the Services and closing your Account. To close your Account, you should withdraw all Digital Assets (assuming you meet any withdrawal requirements and it’s legally and technically permissible) and follow any account closure procedures in the Platform. Closing your Account will not relieve you of any obligations incurred prior to closure (such as any remaining fees or any liabilities arising from your use of Services).
    2. By BITS: We may, at our discretion, suspend or terminate your access to the Services (in whole or in part) or close your Account, at any time, without liability, for any reason including (without limitation): (a) if we suspect you have violated these Terms or any applicable law; (b) if we detect suspicious activity in your Account; (c) if required by a court order, law enforcement, or regulatory request; (d) if your use of Services is no longer feasible or commercially viable (for instance, if you reside in a jurisdiction where we decide to discontinue service); or (e) for prolonged inactivity of your Account. Where reasonably possible and lawful, we will use reasonable efforts to provide you notice of any such termination or suspension (e.g., via email or through the Platform).
    3. Effect of Termination: Upon termination of this Agreement for any reason:
      • All rights granted to you under these Terms will immediately cease.
      • You must immediately stop using the Services, and any license granted to you to use our intellectual property (Section 8.2) will end.
      • We will cancel any open transactions or orders (to the extent possible).
      • If feasible, we will return any of your remaining Digital Assets, less any fees or amounts owed to BITS, by enabling you to withdraw to an external address. If your account is terminated due to illegal activity or pursuant to a legal order, we may be required to hold your assets or transfer them to an authority.
      • Any sections of this Agreement which by their nature should survive termination (such as Indemnification, Limitation of Liability, Dispute Resolution, and others) shall continue in effect.

      Termination of the Agreement or suspension of services shall not prejudice any rights or obligations that arose prior to the date of termination, including any payment obligations or any liability for breach of the Agreement.

    4. Dormant Accounts: In the event of any Account that remains inactive (no logins or transactions) for an extended period (e.g., 1 year or more) and has assets, BITS may attempt to contact you regarding your intentions. If required by law (for example, under unclaimed property laws), we may be obligated to report and/or remit any assets in a dormant account to the appropriate authorities after a specified time. We reserve the right to deduct a dormancy fee or maintenance fees from such dormant accounts, where permitted by law and after giving any required notices.

  17. Miscellaneous

    1. Entire Agreement: These Terms, along with any documents incorporated by reference (such as our Privacy Policy and any platform-specific agreements or disclosures), constitute the entire agreement between you and BITS regarding the Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. No oral or written information or advice given by BITS or its representatives shall create any additional obligations or warranty on behalf of BITS not included in this Agreement.
    2. No Waiver: Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of the same or any other right, power, or privilege. Any waiver must be in writing and signed by an authorized representative of BITS to be effective. No waiver by BITS of any breach of these Terms will be a waiver of any subsequent breach.
    3. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the narrowest extent required to make it valid and enforceable, if possible.
    4. Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this clause shall be null and void. BITS may freely assign or transfer this Agreement (in whole or in part) to any of its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or by operation of law, without your consent and without notice to you. These Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns. In the context of a transition of BITS to a decentralized governance structure (such as a DAO), references in these Terms to "BITS" or the "Company" shall be deemed to include any successor entity or organization that operates the Platform.
    5. Relationship of the Parties: Both you and BITS are independent contractors, and nothing in these Terms is intended to create any partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You have no authority of any kind to bind BITS in any respect whatsoever. We are not your agent, and you are not our agent.
    6. Third-Party Beneficiaries: These Terms are for the sole benefit of you and BITS (and our respective successors and permitted assigns). Except as expressly provided in these Terms, nothing herein is intended to confer any rights or remedies on any third party, whether as a third-party beneficiary or otherwise. Notwithstanding the foregoing, our affiliates, and our and their officers, directors, agents, joint venturers, employees, and representatives are intended third-party beneficiaries of the Limitation of Liability and Indemnification provisions (Sections 11 and 12).
    7. Force Majeure: BITS shall not be liable for any delays, failure in performance, or interruption of service resulting from acts beyond our reasonable control. This includes, but is not limited to: acts of God, acts of government or regulatory authorities (including the passage of laws or regulations or government orders affecting the Services), acts of terrorism, cyber-attacks or hacking incidents, war, civil unrest, strikes or other labor disputes, mechanical or electrical failures, hardware or software failures, Internet or blockchain network disruptions, power outages, fire, flood, earthquakes, pandemics, or other natural disasters. During such events, our obligations under these Terms will be suspended to the extent affected by the event. We will make reasonable efforts to resume service as soon as possible, but there may be cases where the force majeure event makes it impossible or impractical to continue operations in which case we or you may have the right to terminate this Agreement (as applicable under Section 16).
    8. Compliance with Laws: You and BITS shall each comply with all laws, regulations, and rules applicable to the performance of their respective obligations under these Terms. This includes compliance with tax laws, anti-money laundering laws, anti-bribery/anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), and export control and sanctions laws. You agree not to directly or indirectly export, re-export, or transfer any part of the Services or any related technical information or materials, to any country or individual to which such export is restricted by law.
    9. Language and Translations: These Terms are written in the English language, which shall be the controlling language in all respects. Any translation of these Terms into another language is provided for convenience only. In the event of any conflict or ambiguity between the English version and a translated version, the English version shall prevail.
    10. Notices: BITS may provide notices or communications to you via email (to the address associated with your Account), via posting on our website or Platform, via notification through the user interface, or through other electronic means. You are responsible for keeping your contact information (especially your email) up-to-date in your Account profile. You will be deemed to have received any electronic notices when we send them or post them, whether or not you actually opened or read them. If we send a notice by email and it is returned as undeliverable, we may deem your Account inactive. Notices to BITS should be sent via email to our support address and via certified mail (or reputable courier) to our registered business address. Our current contact information is in Section 18 below. Notices sent by mail are effective upon actual receipt by us.
    11. Headings and Interpretation: The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. The words "include" or "including" mean "including without limitation." Unless the context requires otherwise, words in the singular include the plural and vice versa.
    12. No Strict Construction: These Terms shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these Terms and any uncertainty or ambiguity shall not be interpreted against any one party.
    13. Support and Questions: If you have any questions or concerns regarding the Services or these Terms, please contact us as described below in Section 18.

  18. Contact Information

    If you have any questions about these Terms or need to contact us for any reason, you may reach BITS Blockchain Inc. at:

    Consent to Electronic Communications: By using the Services, you agree that BITS may provide you with communications about your Account or the Services electronically, such as by email or by posting notices on our website. It is your responsibility to ensure that we have a current email address for you, and to check for communications from us. You can withdraw your consent to receive electronic communications by contacting us, but if you do so, we reserve the right to close or limit your Account as we may not be able to effectively provide Services to you.

    By using the BITS Platform, you acknowledge that you have read, understood, and agreed to all of the above terms and conditions. These Terms constitute a binding agreement between you and BITS Blockchain Inc. We thank you for trusting BITS and look forward to facilitating your digital asset financial needs in accordance with these Terms.