PLEASE CAREFULLY READ THESE TERMS OF SERVICE, WHICH APPLY TO YOUR USE OF OUR SERVICES, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 26, WHICH AFFECT YOUR LEGAL RIGHTS.
We appreciate your interest in using the websites, mobile applications and online services of bitFlyer USA, Inc. ("bitFlyer," "we," or "us"), including bitflyer.com, (collectively, the "Services"). If you do not agree to these Terms of Service ("Terms" or "Agreement"), including all terms incorporated by reference, you may not use the Services. If you have any questions regarding these Terms, you can contact us at email@example.com.
You and bitFlyer agree as follows:
1.1 "Assets" means Digital Currency or Legal Tender or both.
1.2 "bitFlyer Account" means an online account maintained by bitFlyer that is accessible via the Services.
1.3 "Customer Assets" means any Assets currently maintained in your bitFlyer Account.
1.4 "Digital Currency" means digital currency supported by bitFlyer's Services that can be sent into and out of a bitFlyer Account.
1.5 "External Account" means any financial account or Digital Currency wallet, maintained outside of the Services, that you may integrate with the Services in order to enable the delivery or receipt of Assets out of or into a bitFlyer Account.
1.6 "Fees" means the fees charged by bitFlyer in connection with use of the Services, which are described in more detail via the Services.
1.7 "Legal Tender" means U.S. dollars and any other foreign government-issued currencies that we have approved to be held in a bitFlyer Account and to be used in connection with transactions through the Services.
1.8 "Login Credentials" means login password, API key, API secret key, authentication code, security code and any other mechanics used by you to access you bitFlyer Account and Customer Assets.
2.1. You represent and warrant that you: (a) are at least 18 years of age; (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party; (d) are a citizen or resident of the United States, and not a national or resident of any country to which the United States has embargoed goods or services; (e) are a resident of the state which you identified during initial account registration; (f) have not been identified as a "Specially Designated National" or placed on any sanctions list by the Office of Foreign Assets Control ("OFAC"), the U.S. Commerce Department, or the U.S. Department of State; and (h) will not use our Services to conduct any illegal or illicit activity (i) will not use our Services if any applicable laws prohibit you from doing so in accordance with these Terms.
2.2. We may restrict or prohibit use of all or a portion of the Services from certain states, territories, or jurisdictions ("Restricted Location(s)"). You represent and warrant that you are located in the state which you asserted at the time of account registration as your state of residency and that you are not located in a Restricted Location.
2.3. If you are using the Services on behalf of an entity, (i) you represent and warrant that you are authorized to bind that entity to these Terms, (ii) all references to "you" will refer to you and that entity, and (iii) that entity agrees to be responsible for you and any other user that accesses the Services on its behalf, including for your and their compliance with these Terms.
(a) You will (1) provide accurate, current and complete information about your identity and location in connection with creating your bitFlyer Account; (2) keep your bitFlyer Account information updated at all times; (3) immediately notify us if you change your state of residency; (4) not use a password for your bitFlyer Account that you use for any other website or online service; (5) protect the security of your bitFlyer Account, including by not sharing your Login Credentials with any third party; (6) take responsibility for any failure to reset initial password provided by bitFlyer or failure to set up and use the two-factor authentication (2FA) protections offered through our Services before depositing funds into your account; and (7) immediately notify us if you discover or otherwise suspect any unauthorized access or use related to the Services or your bitFlyer Account.
(b) bitFlyer reserves the right to not approve or close any Customer Account for any reason. If your Account is not approved or closed, the Company is under no obligation to clarify the reasons. Furthermore, in such cases, the Company is under no obligation to return documents, etc. received from you.
(c) If you have applied for another bitFlyer Account in the past with any of the same information, we reserve the right to not approve the new bitFlyer Account and you may be required to access and use your previously approved bitFlyer Account. If you were previously denied a bitFlyer Account or had a bitFlyer Account closed, you may not reapply for a bitFlyer Account.
(d) If you move and change your state of residency to a state in which bitFlyer is not licensed to operate, you will notify bitFlyer and we will terminate your bitFlyer Account and transfer your Customer Assets to your External Account(s) with or without prior notice.
You are solely responsible for setting, managing, storing and protecting your Login Credentials. The Company bears no responsibility for leaked or stolen Login Credentials and will not be held liable for any losses to Customer Assets or bitFlyer Account as a result. This includes cases in which Login Credentials are stolen from third-party service providers being used by Customer, such Customer's email provider or password protection software. Regardless of whether the information was entered by Customer himself or herself, this provision includes cases where any damages have occurred, either directly or indirectly, due to the Company allowing Customer Assets to be removed or transferred with the Customer's apparent permission.
Note: bitFlyer will never ask you for your Login Credentials.
5.1. Authorization. When you instruct the Services to complete a transaction, you authorize bitFlyer to execute the transaction immediately in accordance with such instructions and charge you any applicable Fees. You represent and warrant that any information you provide through the Services, in connection with a transaction or otherwise, is accurate and complete.
5.2. Restrictions. We may, at any time and in our sole discretion, refuse an order submitted via the Services, impose limits on order amounts or impose any other conditions or restrictions upon your use of the Services without prior notice.
5.3. Insufficient Customer Assets. If you have an insufficient amount of Customer Assets to complete an order, we may cancel the entire order or may fulfill a partial order using the amount of Customer Assets currently available in your bitFlyer Account, less any Fees.
5.5. Cancellations. Once your order has been processed via the Services, you may not change, withdraw or cancel your order.
5.5. No Returns or Refunds. All transactions are final. We do not accept any returns or provide refunds in connection with any transactions you complete via the Services, except as otherwise provided in Section 5.7-5.11 below.
5.6. Digital Currency Transactions. While a Digital Currency transaction is pending confirmation by the applicable Digital Currency network, the Digital Currency subject to such confirmation will be unavailable for use in connection with any other Services transaction.
5.7. Errors. All transactions are final and will not be reversed unless required by applicable law or regulation or if there are any technically errors which cause a trade/transaction to occur counter to our stated Terms of Service. If a user is harmed due to a technical error caused by bitFlyer's willful misconduct or gross negligence, bitFlyer will make all reasonable efforts to restore all Traders to the position they would have been in had the error not occurred.
5.8. Cancellation of Transaction. If it can reasonably be assumed that there is an error in the asking price, such as a major discrepancy with market rates, the asking price may be invalidated and the transactions completed based on that asking price may be canceled. bitFlyer also reserves the right to halt trading.
5.9. Supported Tokens, Coins and Digital Assets. It is the user's sole responsibility to confirm the types of digital assets bitFlyer will accept ("Supported Coins"). Any other ("Unsupported") tokens, coins, or digital assets sent to bitFlyer may be lost, destroyed or not returned to the user. Additionally, there may be fees charged if bitFlyer attempts to retrieve the Unsupported tokens, coins, or digital assets to return them to the user. The sending, depositing, and returning of Unsupported Currency puts one at risk of loss of assets. bitFlyer accepts no liability for unsupported tokens, coins, or digital assets sent to bitFlyer.
5.10. Blockchain Modification. In the event of a change in the structure of a blockchain such as a hard fork or chain split, whether or not to take response measures and what measures to take will be at the discretion of the Company.
5.11. Lack of Identifying Account Information. In the event of an order which is beyond a bitFlyer Account's permissible use/limits, bitFlyer reserves the right to return any Customer Assets received in excess of permissible use limits.
6.1. Responsibility. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. bitFlyer is not responsible for any External Account fees charged in connection with any transaction or for the management and security of any External Account. If your External Account is subject to a breach, you understand this is outside of bitFlyer's control and responsibility and you may only seek damages from the External Account based on your agreement with the External Account.
6.2. Sending Funds to an External Account. You may send Customer Assets from your bitFlyer Account to an External Account that you have linked via the Services. The amount of Customer Assets you may send will be limited to the total amount of Customer Assets in excess of any minimum balance requirements (including as necessary to satisfy open orders you have created), less any Fees.
6.3. Timing. The time needed to complete an External Account transaction will depend in part upon the performance of third parties (including the party responsible for maintaining the applicable External Account), and bitFlyer makes no guarantee regarding the amount of time it may take to complete such transactions.
6.4. Rejected Transactions. In some cases, the External Account may reject a transaction or may otherwise be unavailable. You agree that bitFlyer will not be responsible for such rejected transactions or unavailability.
This Section applies only when you use the Services to trade Digital Currency for Legal Tender, or to trade one form of Digital Currency for another form of Digital Currency, with another user. The current name for the bitFlyer trading platform is "bitFlyer Lightning," although we reserve the right to change this name from time to time.
7.1. Hold on Customer Assets. When you open a trade order through the Services, the corresponding amount of Customer Assets required to complete such order, including any applicable Fees, will be held for purposes of completing the order and restricted from further activity via the Services unless you cancel the order prior to its execution.
7.2. Order Matching. bitFlyer provides a place where a user who intends to sell Digital Currency may be matched with another user who intends to buy Digital Currency. However, there may be occasions in which a user is matched with bitFlyer for the sale or purchase of Digital Currency.
7.3. Self Trade Prevention. bitFlyer employs self-trade prevention. Customers are not able to benefit from self trade orders (where same user is maker and taker for an order). If a user were ever matched with an order he/she placed (self-trade), that order will be voided without fees. That individual will only obtain the executed portion which was not part of the self trade.
7.4. Market Manipulation Prohibited. Traders are prohibited from engaging in Market Manipulation. Market Manipulation includes but is not limited to any activity done to deceive other traders or create the perception of increased liquidity or volatility.
7.5. Settlement. Subject to these Terms, bitFlyer will settle completed trades on a spot basis. The Assets receivable in connection with a completed trade will be settled into each corresponding bitFlyer Account.
7.6. Independent relationship. You acknowledge and agree that: (a) bitFlyer is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by bitFlyer shall be considered or construed as advice.
This Section applies only when you use the Services to purchase or sell Digital Currency directly from or to bitFlyer. The current name for our direct purchase and sale platform is "bitFlyer Market," although we reserve the right to change this name from time to time.
8.1. Prices; Availability. All prices reflect the exchange rates applicable to the purchase of Digital Currency using the Legal Tender or alternative form of Digital Currency identified in your order. All Digital Currency sales by us are subject to availability, and we reserve the right to discontinue the sale of Digital Currency without notice.
8.2. Quotes. Prior to completing your purchase or sale of Digital Currency, we will show of the amount of Digital Currency you intend to purchase or sell and the amount of Assets you will pay or receive in connection with the transaction. You agree to comply with any terms and conditions provided within such notice in order to complete your transaction.
8.3. Payment Methods. You may be able to purchase Digital Currency from us using an external payment method that is accepted via the Services. You represent and warrant that you are authorized to use your designated payment method. You authorize us, or our designated payment processor, to charge your designated payment method for the full amount of the order. If the payment method you designate cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled automatically.
If you use our Services in connection with the purchase or sale of goods or services, you acknowledge and agree that we have no control over, or liability for, those transactions, including for the quality or legality of such goods or services. You must ensure that any information you transmit to third parties (including other users of our Services) in connection with any payment you make or receive via our Services is accurate and not misleading.
10.1. Amount of Fees. We may change the Fees from time to time. If we change the Fees, we will update our online fee schedule, and such changes will become effective immediately unless we state otherwise.
10.2. Payment of Fees. You agree to pay bitFlyer the applicable Fees for any transaction completed via our Services. You authorize us, or our designated payment processor, to charge or deduct your Customer Assets for any applicable Fees owed in connection with orders you complete via the Services.
10.3. Taxes. You are responsible for determining the taxes that may apply to the orders you complete via the Services, and for reporting and remitting the correct tax to the appropriate tax authority. We may collect sales or other taxes at the time of purchase if we determine we have a duty to collect them.
10.4. Collection-Related Costs. If you fail to pay Fees or any other amounts owed to bitFlyer under these Terms and bitFlyer refers your account(s) to a third party for collection, bitFlyer will charge you the lesser of an 18% collection fee or the maximum percentage permitted by applicable law, to cover bitFlyer's collection-related costs.
You will access and use the Services at your own risk. You understand that the risk of loss in conducting buying, selling or trading Digital Currency through the Services can be substantial. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace, the execution price received in connection with a completed transaction may differ from the quote first provided when you entered the order through the Services. You acknowledge that there are risks associated with utilizing the Services to conduct transactions, including, but not limited to, the failure of hardware, software, and Internet connections.
bitFlyer is a Digital Currency exchange platform that is regulated under state and federal law as a money transmitter. To the best of its knowledge, bitFlyer does not list or trade securities, as defined under U.S. federal securities laws. Accordingly, bitFlyer is not registered with the SEC as a national securities exchange, nor does it operate under an exemption as an alternative trading system. bitFlyer is committed to maintaining compliance with all applicable federal and state laws and regulations, and will continue to monitor regulatory developments in this evolving legal landscape.
(a) Subject to these Terms, bitFlyer grants you the right to use the Services for your personal use. The Services, including all text, videos, images, data, software, or other files, content and materials contained on the Services, are the proprietary property of bitFlyer and our licensors. Nothing in these Terms will be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of bitFlyer or any third party, whether by estoppel, implication or otherwise.
(b) We reserve the right, in our sole discretion, to modify the Services (or any features or functionality of the Services) at any time without notice and without obligation or liability to you.
(a) We have a policy of limiting access to the Service and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything associated with the Services infringe any copyright that you own or control, you may notify our designated agent as follows:
(b) Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification.
The bitFlyer API is the copyrighted technology of the Company and may not be copied, imitated or used, in whole or in part, outside of the API's intended use. bitFlyer retains all its rights related to its databases, websites, graphics, software, applications, programs, code, etc. - including chat text, the content of Company emails, and data such as transaction price - developed or provided by the Company or its affiliates which can be acquired by various external APIs. bitFlyer may demand any third parties stop using bitFlyer's API for any purposes not authorized by bitFlyer.
The bitFlyer logo, any other bitFlyer service names, logos or slogans that may appear on the Services, and the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, are trademarks, service marks or trade dress of bitFlyer and our suppliers and our licensors, and may not be copied, imitated or used, in whole or in part, without our or the applicable trademark holder's prior written permission. You may not use any metatags or other "hidden text" utilizing any name, trademark or product or service name of bitFlyer without our prior written permission. Further, you may not use, frame or utilize framing techniques to enclose any bitFlyer trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written consent.
bitFlyer may display third-party content, advertisements, links, promotions, logos and other materials on or through the Services (collectively, "Third-Party Content"). We do not control, endorse, sponsor or adopt any Third-Party Content or any third parties referenced on the Services, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, regarding its accuracy or completeness. Your interactions with Third-Party Content, and any third party that provides Third-Party Content, are solely between you and such third parties, and bitFlyer is not responsible or liable in any manner for such interactions or Third-Party Content. When you leave the Services and enter a third-party site or service, our terms and policies no longer apply.
You must comply with all applicable laws in connection with your use of the Services, and you are solely responsible for your conduct while using the Services. Further, you will not:
(a) use the Services or allow a third-party individual or entity to use the Services to commit fraud or otherwise violate the law;
(b) allow a third-party individual or entity to make a deposit into your account;
(c) engage in conduct that is harassing, threatening, intimidating, or stalking, or that we otherwise deem objectionable;
(d) engage in conduct or an act of fraud, extortion or blackmail, that seeks to disseminate falsehoods about the Company or otherwise harm the Company's reputation and credibility using deception;
(e) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
(f) use the Services to deliberately steal the assets of another user, the Company, or affiliated companies, through replay attacks, etc.
(g) reverse engineer any aspect of the Services or do anything that might discover the source code of the Services (except to the extent such restriction is prohibited by applicable law);
(h) violate, infringe or misappropriate any intellectual property right, or other third-party right, or commit a tort;
(i) reproduce (other than standard website page caching), create derivative works of, publicly perform, publicly display, distribute, sell, rent, lease, timeshare or otherwise commercially exploit the Services, in whole or in part;
(j) attempt to bypass or circumvent measures employed to prevent or limit access to any content, area or functionality on the Services;
(k) develop any third-party applications that interact with the Services without our prior written consent, except as allowed through the use of the bitFlyer API;
(l) use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Services pages or functionality;
(m) bypass or ignore instructions contained in our robots.txt file that controls automated access to the Services;
(n) use the Services other than for its intended purposes; or
(o) use the Services to engage in or promote any activity that violates these Terms.
(a) The Services may include areas that allow users to create, post, upload, share or store content, including, but not limited to, photos, videos, sound, text, graphics, code, items or other information and materials (collectively, "User Content"). You are solely responsible for any of your User Content and for your use of any interactive features and areas of the Services. You will not create, post, share or store User Content that:
(i) is unlawful, libelous, defamatory, obscene, pornographic, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(ii) would constitute, encourage or provide instructions for a criminal offense, violate or infringe the rights of any party (including intellectual property rights or rights of publicity or privacy), otherwise create liability or violate any local, state, national or international law;
(iii) contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
(iv) contains personally identifiable information about any person with that person's consent;
(v) impersonates, or misrepresents your affiliation with, any person or entity (including bitFlyer);
(vi) references or depicts bitFlyer or our Services but fails to disclose any material connection to us that may exist;
(vii) contains any unsolicited promotions, political campaigning, advertising or solicitations;
(viii) contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
(ix) in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose bitFlyer or others to any harm or liability of any type.
(b) We do not own, control or endorse any User Content that is transmitted, stored, or processed via the Services. We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Services at your sole cost and expense.
You grant bitFlyer a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicenseable right to use, reproduce, create derivative works of, distribute, publicly perform and publicly display all User Content on the Services, our other online services, on third-party sites and online services, and in all other media or formats, whether now known or hereafter developed, for any purpose. You represent and warrant that you own all intellectual property rights (or have obtained all necessary rights) to provide your User Content via the Services and to grant bitFlyer the foregoing license.
We reserve the right to change the terms of these Terms from time to time in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by posting the revised Terms to our Services and updating the "Last Updated" date at the top of these Terms. Your continued use of the Services will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services.
We reserve the right, without notice and in our sole discretion, to suspend your right to access the Services, or to suspend access to any Customer Assets held in your bitFlyer Account to the extent authorized by law, resulting from your use of the Services in connection with any actual or suspected illicit or illegal activity, or resulting from any actual or suspected violation of these Terms.
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to modify or terminate any of these Terms. You may terminate the Services and these Terms upon notice to us at firstname.lastname@example.org. Upon termination, you must immediately pay all fees payable to bitFlyer under these Terms.
You may submit questions, comments, suggestions, ideas, original or creative materials or other information about bitFlyer or the Services to us (collectively, "Feedback"). Feedback is non-confidential and will become the sole property of bitFlyer. bitFlyer will own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
(a) To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless bitFlyer and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "bitFlyer Parties") from and against all claims, damages, costs and expenses (including attorneys' fees) that arise from or relate to: (i) your access to or use of our Services (including you participation in a Promotion); (ii) your User Content; (iii) any Feedback you provide; or (iv) your violation of these Terms, including all terms incorporated by reference.
(b) We reserve the right to control the defense of any claim subject to Section 22(a), and you will be responsible for our attorneys' fees in the event that we do elect to control the defense.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AND (B) WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL BITFLYER OR ANY OF THE BITFLYER PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, OR LOSS OF USE OR DATA) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SERVICES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF BITFLYER AND THE BITFLYER PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE GREATER OF ANY FEES YOU PAY TO US OR $100 USD.
(B) THE LIMITATIONS SET FORTH IN SECTION 26(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR RECKLESS OR INTENTIONAL MISCONDUCT OF BITFLYER OR THE OTHER BITFLYER PARTIES.
To the fullest extent permitted by applicable law, you release bitFlyer and the other bitFlyer Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BITFLYER AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
28.1. Binding Arbitration. Except as specified in Section 28.2, for any disputes, claims, suits, actions, causes of action, demands or proceedings arising out of relating to the Services or these Terms (collectively, "Disputes"), you and bitFlyer agree to (a) waive your and bitFlyer's respective rights to have any and all Disputes arising from or related to these Terms or the Services resolved in a court, and (b) waive your and bitFlyer's respective rights to a jury trial. Instead, you and bitFlyer will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
28.2. Exclusions. Section 28 will not apply to Disputes alleging violation of the provisions of Section 16, or any Dispute in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents.
28.3. No Class Arbitrations, Class Actions or Representative Actions. ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES IS PERSONAL TO YOU AND BITFLYER AND WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. THERE WILL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
28.4. Federal Arbitration Act. These Terms affect interstate commerce and that the enforceability of this Section 28 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.
28.5. Notice; Informal Dispute Resolution. Each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to bitFlyer will be sent by e-mail to bitFlyer at email@example.com. Notice to you will be sent by email to the then-current email address in your account profile. Your notice must include (a) your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. If you and bitFlyer cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or bitFlyer may, as appropriate and in accordance with this Section 28, commence an arbitration proceeding or, to the extent specifically provided for in Section 28.2, file a claim in court.
28.6. Process. Any arbitration will occur in San Francisco, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference. The state and federal courts located in San Francisco, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
28.7. Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
28.8. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
THESE TERMS AND YOUR ACCESS TO AND USE OF THE SERVICES WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPLES (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ANY DISPUTE BETWEEN THE PARTIES ARISING OUT OR RELATING TO THESE TERMS THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF THE STATE OF CALIFORNIA AND THE UNITED STATES, RESPECTIVELY, SITTING IN SAN FRANCISCO COUNTY, CALIFORNIA.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. All defined terms and Sections 10.2, 20, and 23 through 31 of these Terms will survive the expiration or termination of these Terms. We will not be liable for any delay or failure to perform under these Terms where the delay or failure results from any cause beyond our control, including but not limited to Digital Currency market disruptions, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, power failure, or equipment or software malfunction. These Terms constitute the entire agreement between you and bitFlyer relating to your access to and use of our Services.
32.1 Alaska. Please note that this license does not cover the transmission of virtual currency. If you have a complaint or other concern about money services licensees, authorized delegates, and the money services provided by money services licensees and authorized delegates, you may contact the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities at (907) 269-8140 or toll-free at (888) 925-2521.
32.2 Tennessee. Please note that this license and the required surety bond do not cover the transmission of virtual currency. bitFlyer is licensed by the Tennessee Department of Financial Institutions as a money transmitter. The Tennessee Department of Financial Institutions does not regulate virtual currency.
32.3 Texas. If you have a complaint, first contact the consumer assistance division of bitFlyer at (888) 676-2035, if you still have an unresolved complaint regarding bitFlyer's money transmission or currency exchange activity, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), or www.dob.texas.gov.
32.4 New York. Please note the following disclosures associated with virtual currency:
32.5 Illinois. Disclosure In the event of an unresolved complaint or for suspected violations of the Illinois Transmitters of Money Act, please contact the Illinois Department of Financial Institutions at 1-888-473-4858, or submit an online complaint at https://www.idfpr.com/admin/DFI/DFIcomplaint.asp.
32.6 Louisiana. bitFlyer (USA) is licensed by the Louisiana Office of Financial Institutions as a money transmitter. The Louisiana Office of Financial Institutions does not license or regulate services related to virtual currency including but not limited to transmission or exchange which may be conducted by bitFlyer (USA).