Last Updated: April 15, 2019
THE ARBITRATION CLAUSE IN SECTION 27 GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. bitFlyer may update or otherwise modify these Terms from time to time at our sole discretion by providing notice of such modifications, such as by sending you an email, notifying you when you log in to use the Service or posting the revised Terms on our Services and updating the “Last Updated” date at the top of these Terms. Your continued use of the Services after any such notification will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services.
1.1. Account Criteria. 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 capacity 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; (g) will not use our Services to conduct any illegal or illicit activity; and (h) will not use our Services if any applicable laws prohibit you from doing so in accordance with these Terms.
1.2. Geographic Restrictions. We may restrict or prohibit the use of all or a portion of the Services from any state, territory, or jurisdiction (each, a “Restricted Location”).
1.3. Use on Behalf of an Enterprise. You may not use the Services on behalf of a business, enterprise or entity without first notifying bitFlyer in writing and obtain prior written approval from bitFlyer. If you are using the Services on behalf of an entity, (a) you represent and warrant that you are authorized to bind that entity to these Terms, (b) all references to “you” will refer to you and that entity, and (c) that entity agrees to be responsible for you and any other user that accesses the Services on its behalf, including your and their compliance with these Terms.
2.1. Account Creation. You will provide accurate, current and complete information when you create your account with bitFlyer (“bitFlyer Account”). You will (a) keep your bitFlyer Account information updated at all times; (b) immediately notify us if you change your state of residency; (c) not use a password for your bitFlyer Account that you use for any other website or online service; (d) protect the security of your bitFlyer Account, including but not limited to not sharing your Login Credentials with any third party; (e) 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 (f) immediately notify us if you discover or otherwise suspect any unauthorized access or use related to our Services or your bitFlyer Account.
You authorize bitFlyer to use and disclose the documents and information provided by you during account creation or from time to time thereafter to verify your identity, verify the eligibility criteria described in Section 1 and check other matters as determined from time to time at bitFlyer’s discretion.
2.2. Account Approval. bitFlyer reserves the right to not approve, or to close, any bitFlyer Account for any reason.
2.3. Multiple Accounts. 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.
2.4. Change of Residency. If you move and change your state of residency to a state in which bitFlyer is not licensed to operate, we will terminate your bitFlyer Account.
2.5 Identify Verification; Compliance. bitFlyer may, in its discretion, require identity verification and other screening procedures with respect to your account or transactions associated with your account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce Denied Persons list, and any similar list issued by any U.S. governmental authority prohibiting or limiting business activities or transactions with any persons. As a registered Money Services Business, bitFlyer maintains an internal anti-money laundering and know your customer compliance program. The program is a risk-based program founded on requirements of the Bank Secrecy Act, other anti-money laundering laws and implementing regulations, and guidance promulgated by the Financial Crimes Enforcement Network. The program may be updated from time-to-time, including the procedures that bitFlyer uses to verify its customers’ identities.
3. Account Security
3.1. Login Credentials. You are solely responsible for setting, managing, storing and protecting any password, code or other authentication mechanism used to access your bitFlyer Account (including through any API) (“Login Credentials”). bitFlyer bears no responsibility for leaked or stolen Login Credentials or use of any Login Credentials, including, without limitation, cases in which Login Credentials are stolen or otherwise obtained from a third-party service provider, such as your email provider or your password protection software or service. bitFlyer will have no responsibility or liability for any loss of any Customer Assets (as defined below) or misuse of your bitFlyer Account resulting from use of any Login Credentials, including, without limitation, where bitFlyer facilitates or enables Customer Assets to be transferred or otherwise removed from your bitFlyer Account based on instructions initiated using Login Credentials (whether or not authorized by you).
BITFLYER WILL NEVER ASK YOU FOR YOUR LOGIN CREDENTIALS.
3.2. Two-Factor Authentication (2FA). bitFlyer may make enhanced security measures such as two -factor authentication available for use by you to secure access and use of your bitFlyer Account. If you enable two-factor authentication for your bitFlyer Account, it is your responsibility to ensure that access and use of the device or account used for two-factor authentication is secure and accessible only by you. bitFlyer will have no responsibility or liability in the event that the device or account used for two-factor authentication is compromised or someone else takes control of that device or account.
4. Funding and Other Transfers
4.1. Depositing Fiat Currency and Digital Currency. You may transfer fiat currency into your bitFlyer Account by wire transfer or ACH from your bank account with a third-party financial institution that provides wire or ACH transfer services. If you fund by wire transfer you will include a unique, 6-digit code provided by bitFlyer in the wire memo. This allows bitFlyer to associate the bank account used to initiate the wire with your account. You agree that deposit settlement times may be delayed in connection with downtime or disruptions with bitFlyer service providers. Digital Currency (as defined below) deposits will typically be credited to your bitFlyer Account after the required number of network confirmations have occurred on the blockchain for such Digital Currency, as determined by bitFlyer. You agree and understand that in certain situations, Digital Currency deposits may be delayed in connection with downtime, congestion or disruption of a Digital Currency Network. “Digital Currency” means any digital asset, virtual currency, cryptocurrency, cryptographic token or other tokenized store of value that is supported by the Services.
4.2. Withdrawal of Fiat Currency or Digital Currencies. You may transfer fiat currency and Digital Currency from your bitFlyer Account to a Registered External Account (as defined below) that you have linked via the Services. The amount of fiat currency or Digital Currency (collectively, “Customer Assets”) that you may withdraw by sending to a Registered External Account will be limited to the lesser of (a) the total amount of Customer Assets in excess of any minimum balance requirements (including as necessary to satisfy open orders you have created) as well as any fees payable to bitFlyer, or (b) withdrawal limits set forth in any policies or notifications provided by bitFlyer from time to time, or as otherwise required by applicable law. “Registered External Account” means a bank account, account with another financial institution, wallet software, device or service, Digital Currency address or similar account or service not hosted or provided by bitFlyer.
4.3. Timing. The time needed to complete a transfer to or from 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 transfers.
4.4. Responsibility. You are solely responsible for your use of any External Account. You agree to comply with all terms and conditions applicable to any External Account. You are responsible for any External Account fees charged in connection with any transaction or for the management and security of any External Account. bitFlyer will have no responsibility or liability for any breach, theft or loss of any Customer Assets from any External Account regardless of reason, including in connection with your use of any Services or your bitFlyer Account.
4.5. Rejected Transactions. In some cases, the Registered 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.
4.6 Ledger Balance. All fiat currency and Digital Currencies deposited or acquired by you using your bitFlyer Account are held in pooled depository accounts . In the case of fiat currency, all funds are held in a pooled depository account with a financial institution providing banking and related services to bitFlyer. All Digital Currencies are held in one or more depository wallets at bitFlyer’s discretion. The amount of any fiat currency and Digital Currencies in your account will be reflected on an internal ledger maintained by bitFlyer as part of the Services. This ledger balance will be credited and debited based on deposits, trades, and assessment of fees in accordance with these Terms.
5.1. Orders. Provided that you have sufficient Customer Assets in your bitFlyer Account, the Services can be used to submit requests to purchase or sell Digital Currencies, or to trade Digital Currencies for a different form of Digital Currency (each, an “Order”). Any Order that you enter and that is accepted by the Services will be entered on one or more order books maintained by or on behalf of bitFlyer.
5.2. Hold on Customer Assets. When you submit an Order, 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 will be unavailable for other uses or transactions via the Services until such time as the Order is completed or canceled in accordance with these Terms. In the event of an Order that exceeds the limits for your bitFlyer Account, bitFlyer reserves the right to cancel all or any portion of such Order and restore any Customer Assets associated with the cancelled Order (or portions thereof), minus any fees associated with the return.
5.3. Order Matching. By submitting an Order you authorize bitFlyer to match and execute your Order on a spot basis for all or a portion of the Customer Assets specified in the Order (less any applicable fees). Your Order may be matched with an order on any order book maintained by bitFlyer or to which bitFlyer has access, or may be executed directly with bitFlyer or an affiliate of bitFlyer .
5.4. Self Trade Prevention. The Services include mechanisms designed to prevent self-trading so that the same user cannot be both the maker and taker on an Order or any portion of an Order. If you were to be matched with an Order you placed (self-trade), that Order (or applicable portion of the Order) will be voided without fees and only the remaining, non-voided portion of the Order, if any, would be eligible to be fulfilled.
5.6. Settlement. Subject to these Terms, bitFlyer will settle Orders (or portions thereof) that are matched and executed using the Services (each, a “Trade”) by adjusting ledger balances to reflect the appropriate credits and debits on the respective bitFlyer Accounts. The Customer Assets exchanged in the trade (and any applicable fees) will be the basis for calculating the amount of any credits and debits, but because Customer Assets are held in pooled accounts and wallets, no Customer Assets will necessarily be transferred in connection with any Trades.
5.7. Independent relationship. You acknowledge and agree that: (a) bitFlyer is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity in connection with any Trades, and (b) no communication or information provided to you by bitFlyer shall be considered or construed as advice.
6. Purchase or Sale of Digital Currencies by bitFlyer
6.1. Prices; Availability. bitFlyer may, at its discretion, enable direct purchase and sale of Digital Currencies by bitFlyer using the Services by publishing on the Services the price at which bitFlyer is willing to purchase or sell Digital Currencies. bitFlyer reserves the right to reject any offer to purchase or sell any Digital Currencies and to discontinue purchase or sale of any or all Digital Currencies at any time at its sole discretion and without notice.
6.2. Quotes. Prior to completing your purchase or sale of any Digital Currency, the Services will display the amount of Customer Assets you will pay and the amount of Digital Currencies or fiat currency that will be credited to your account (after deducting any applicable fees) in connection with the proposed transaction (each, a “Quote”). A Quote is provided for information purposes only and is not an offer by bitFlyer to buy or sell for the amounts quoted. If you use the Services to initiate an offer based on the Quote, that offer represents your offer to buy or sell for the financial terms represented in the Quote and the other terms and conditions in these Terms or Use and presented by the Services. bitFlyer may accept or reject your offer at its discretion. You agree to comply with any terms and conditions provided with the Quote as well as these Terms.
6.3. Payment Methods. You may be able to purchase Digital Currencies 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 offer will be rejected.
7. eCommerce Transactions
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.
8. General Terms for Transactions
8.1. Authorization. When you use the Services to submit an instruction to execute a Trade, purchase or sell Digital Currencies with bitFlyer, transfer any Customer Assets or engage in any other transaction (each, a “Transaction”), you authorize bitFlyer to execute the Transaction immediately in accordance with such instructions and you agree to pay any applicable fees. You represent and warrant that any information you provide using the Services, in connection with a Transaction or otherwise, is accurate and complete.
8.2. Restrictions. We may, at any time and in our sole discretion, refuse any Transaction submitted via the Services, impose limits on Transaction amounts or impose any other conditions or restrictions upon your use of the Services without prior notice.
8.3. Insufficient Customer Assets. If you have an insufficient amount of Customer Assets to complete a Transaction, we may cancel the entire Transaction request or partially fulfill the Transaction request using the amount of Customer Assets currently available in your bitFlyer Account, less any fees.
8.4. Cancellations. Once your Transaction request has been processed via the Services, you may not change, withdraw or cancel your Transaction request.
8.5. 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 expressly provided in Section 8.7, below.
8.6. Digital Currency Transfers. While a Digital Currency transfer 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 transaction.
8.7. Errors. All Transactions are final and will not be reversed unless required by applicable law or regulation, or if bitFlyer determines that a Transaction should be reversed based on an error or violation of these Terms. A major discrepancy between the price at which a Transaction is completed and market rate is an example, without limitation, of a reason bitFlyer may decide to reverse a Transaction. bitFlyer may also halt trading to prevent additional errors, as required by law or otherwise as determined by bitFlyer to preserve the security and integrity of the Services. If a technical error occurs due to bitFlyer’s willful misconduct or gross negligence, bitFlyer will use reasonable efforts to restore all users to the position they would have been in had the error not occurred.
8.9. Unsupported Digital Currencies. It is the user’s sole responsibility to confirm the types of Digital Currencies that bitFlyer will permit to be traded using the Services. Any other Unsupported Digital Currencies transferred to or from bitFlyer may be lost, destroyed or not returned to the user. If bitFlyer agrees, at its discretion, to try to retrieve any Unsupported Digital Currencies (which attempts may be unsuccessful) you may be required to pay fees for such work. bitFlyer will not have any responsibility or liability for Unsupported Digital Currencies or the loss of any Unsupported Digital Currencies transferred to or held in any bitFlyer Account.
8.10. Blockchain Modification. In the event of a change in the structure of a blockchain such as a hard fork or chain split, whether and how to respond will be at the discretion of bitFlyer.
8.11. Transaction Limits. bitFlyer may impose limits on the quantity or value of any Transaction; subject to change without notice.
8.12. Unclaimed Property. If bitFlyer is unable to contact you by email or phone, bitFlyer will attempt to contact you at the address shown in our records. If bitFlyer is unable to contact you, applicable law may require bitFlyer to report any Customer Assets in your account as unclaimed property to the applicable jurisdiction and deliver any such Customer Assets to the applicable state or jurisdiction as unclaimed property. bitFlyer reserves the right to deduct administrative charges from such unclaimed Customer Assets, as permitted by applicable law.
8.13. Market Manipulation Prohibited. You may not (and you may not assist any third party to) (a) interfere with the free and fair operation of the Services or the market for any Digital Currency, or (b) create, or engage in any conduct designed or intended to create, an artificial, false or misleading impression of the price or market for any Digital Currency (collectively, “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.
8.14. Fraud Avoidance. You should never send personal information, such as bank account numbers or other financial information, via email or other unsecured electronic communication. If you receive any communication regarding wiring instructions, even if the communication appears to come from a bitFlyer representative, you should verify the communication’s authenticity prior to the transfer of any information or Customer Assets.
8.15. Account Statements and Receipts. You have the right to receive periodic account statements and valuations from bitFlyer, as well as a receipt, trade ticket, or other evidence of a transaction. bitFlyer will make these statements, valuations, and transaction evidence available through the Services as part of the information accessible using your bitFlyer Account. bitFlyer may send periodic emails with a link to your account to facilitate access to your account and review of this information.
9. Fees and Other Payments
9.1. Amount of Fees and Other Payment Obligations. You agree to pay bitFlyer for any Trades and other Transactions effected using the Services and for any other products or services of bitFlyer made available through the Services, as well as any other amounts specified in these Terms. The amounts payable by you pursuant to the preceding sentence as fees for trades and other transactions effected using the Services will be calculated based on the fee schedules published using the Services and currently available at: https://bitflyer.com/en-us/Commission. The amount payable by you pursuant to the preceding sentence for any purchase or sale of any Digital Currency directly with bitFlyer or any affiliate of bitFlyer will be the amount shown on the Quote that is used by you to submit your offer. The amount payable by you for any other product or service made available through the Service and requested by you will be calculated based on the then current fee for the applicable product or service published using the Services at the time you request the applicable product or service. bitFlyer reserves the right to change any fees or other charges at any time at its sole discretion by updating the information published using the Services. Any such changes will be effective immediately upon publication unless expressly stated otherwise.
9.2. Payment. You authorize bitFlyer to withdraw or deduct any amounts owed by you to bitFlyer from your bitFlyer Account or from amounts to be deposited in, or allocated to, your bitFlyer Account. In the event that the amount in your bitFlyer Account is insufficient to cover the amounts owed by you, or if bitFlyer is unable to or does not wish to deduct the amounts owed from your bitFlyer Account, you agree to pay any amounts owed within fifteen (15) days after receiving an invoice or other notice of the amount owed from bitFlyer. Any amounts payable by you that are not deducted from your bitFlyer Account are payable in cash, in U.S. dollars by check, wire transfer or other means designated by bitFlyer to the account, address and entity designated by bitFlyer.
9.3. Taxes. You are responsible for determining the taxes that may apply to any Trades or other Transactions effected by you using the Services, and for reporting and remitting the correct tax to the appropriate tax authority. bitFlyer may collect sales or other taxes at the time of purchase if bitFlyer determines that it has a duty to collect them.
9.4. Collection-Related Costs. If you fail to pay any 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.
10. Risk Disclosure
You will access and use the Services at your own risk, including without limitation the risks described at: https://bitflyer.com/en-us/Risk, and updated by bitFlyer from time to time. You understand that the risk of loss in conducting buying, selling or trading Digital Currency through the Services is 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.
11. SEC Disclosure
bitFlyer operates a platform to facilitate trading of Digital Currencies. bitFlyer 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.
12. Right to Access Services; Modifications
Subject to these Terms, you may access and use the Services for your personal use only and not, for example, on behalf of any business or commercial enterprise except as expressly authorized by bitFlyer in writing. The Services, including all text, videos, images, data, software, APIs, files, content and materials use with or contained on the Services, are owned by bitFlyer and its 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.
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.
13. Repeat Infringer Policy; Copyright Complaints
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:
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification.
Subject to you providing bitFlyer with any additional information that bitFlyer may request and bitFlyer’s approval of your use of any API, and subject to your compliance with all limits, conditions, restrictions and terms at https://lightning.bitflyer.com/docs/api or otherwise communicated to you by bitFlyer from time to time (the “bitFlyer API Terms”), you may use the application programming interface information, specifications, code samples, documentation and other materials made available by bitFlyer to facilitate application-to-platform or other automated interaction with the Services (collectively, the “bitFlyer API”) solely in connection with your authorized use of the Services in accordance with these Terms and the bitFlyer API Terms.
15. Proprietary Rights
As between you and bitFlyer, bitFlyer owns all right, title and interest in and to the bitFlyer Materials (as defined below). bitFlyer does not grant you any right or license except as expressly set forth herein and otherwise reserves all rights. The bitFlyer Materials are protected by applicable copyright, trade secret and other intellectual property laws. You may not copy, reverse engineer, disclose, publish, modify or distribute any bitFlyer Materials, or any portion thereof, for any reason and you may not use any bitFlyer Materials, or any portion thereof, for any purpose other than as expressly authorized herein or in the bitFlyer API Terms. Without limiting the foregoing, 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 (collectively, the “bitFlyer Marks”) are trademarks, service marks or trade dress of bitFlyer and its affiliates, suppliers and our licensors, and may not be copied, imitated or used, in whole or in part, without bitFlyer’s prior written permission. You may not use any meta tags or other “hidden text” utilizing any bitFlyer Mark or other bitFlyer Materials without our prior written permission. Further, you may not use, frame or utilize framing techniques to enclose any bitFlyer Mark or bitFlyer Materials without our express written consent. “bitFlyer Materials” means the bitFlyer API, bitFlyer Marks, and the Services, including without limitation any websites, graphics, text, data, software, applications, programs, code, content or other information available through the Services and including without limitation contents of any chats, emails or other communications with bitFlyer and any pricing data available through the Services. You will not authorize or assist any third party to do anything prohibited by this Section 15.
16. Third-Party Content
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.
17. User Conduct
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 bitFlyer Account;
(c) engage in conduct that is harassing, threatening, intimidating, or stalking, or that we otherwise deem objectionable;
(d) disseminate falsehoods about bitFlyer or otherwise harm, or seek to harm, bitFlyer’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 steal, or otherwise obtain through fraud or other illegal or deceptive means, the assets of another user, bitFlyer, or affiliated companies;
(g) reverse engineer any aspect of the Services or do anything that might discover the source code of the Services (except to the extent expressly permitted under applicable notwithstanding this restriction);
(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.
18. User Content
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:
(a) is unlawful, libelous, defamatory, obscene, pornographic, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
(b) 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;
(c) contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
(d) contains personally identifiable information about any person with that person’s consent;
(e) impersonates or misrepresents your affiliation with any person or entity (including bitFlyer);
(f) references or depicts bitFlyer or our Services but fails to disclose any material connection to us that may exist;
(g) contains any unsolicited promotions, political campaigning, advertising or solicitations;
(h) contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
(i) in our sole judgment, is objectionable or which 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.
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.
19. Rights in User Content
You grant bitFlyer a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sub-licensable 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.
20. Electronic Notices
20.1 Consent to Electronic Delivery. You consent to receive electronically all communications, agreements, documents, account statements, receipts, notices, and disclosures (collectively, “Communications”) that bitFlyer provides in connection with these Terms, your bitFlyer Account or any Services. You agree that bitFlyer may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact bitFlyer at firstname.lastname@example.org to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
20.2 Hardware and Software Requirements. In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with bitFlyer and have sufficient storage space to save past Communications or an installed printer to print them.
20.3 Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to email@example.com. If you decline or withdraw consent to receive electronic Communications, bitFlyer may suspend or terminate your use of the Services.
20.4 Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that bitFlyer previously sent you, you may request a copy within 30 days after the date bitFlyer provided the Communication to you by contacting bitFlyer at firstname.lastname@example.org. In order for bitFlyer to send paper copies to you, you must have a current street address on file with bitFlyer. Please note that our Services operate exclusively online, and it is very burdensome for bitFlyer to produce paper copies of Communications. Therefore, if you request paper copies, you agree that bitFlyer may charge you a processing fee, in the amount described in bitFlyer’s fee schedule for each page of Communication requested.
20.5 Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with bitFlyer up to date so that bitFlyer can communicate with you electronically. If bitFlyer sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, bitFlyer will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add bitFlyer to your email address book so that you will be able to receive the Communications bitFlyer sends to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at email@example.com. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by bitFlyer are returned, bitFlyer may deem your account to be inactive, and you may not be able to complete any transaction via our Services until bitFlyer receives a valid, working email address or mobile phone number from you.
21. Termination or Suspension
bitFlyer may, without notice and in its sole discretion, suspend your bitFlyer Account and any access or use of the Services by you (or any portion thereof, including, for example and without limitation, access or use of 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.
You may terminate your bitFlyer Account and right to access and use the Services by sending notice specifying your intention to terminate immediately to firstname.lastname@example.org.
bitFlyer may terminate your bitFlyer Account and terminate your access and use of any Services by providing you with notice of termination through the Services. In the event of termination of your bitFlyer Account, suspension of your ability to engage in trades and other transactions may, in bitFlyer’s discretion, be immediate. bitFlyer will use commercially reasonable efforts, unless prohibited by applicable law or governmental order, to provide you with a period to remove any Customer Assets in your bitFlyer Account. Any Customer Assets not removed during such period will be forfeited by you and may be permanently lost. Upon sending or receiving a notice of termination, you must immediately pay all amounts 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”) by visiting our contact page here: https://bitflyer.com/en-us/contact. 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.
To the fullest extent permitted by applicable law, you will defend, indemnify and hold harmless bitFlyer and its affiliates and its and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, 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: (a) your access to or use of our Services (including you participation in a Promotion); (b) your User Content; (c) any Feedback you provide; or (d) your violation of these Terms, including all terms incorporated by reference. bitFlyer reserves the right to control the defense of any claim subject to this Section 23, and you will be responsible for bitFlyer’s attorneys’ fees in the event that it does 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 BITFLYER EXPRESSLY DISCLAIMS 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) BITFLYER DOES 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.
25. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) 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 (B) 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.
THE LIMITATIONS SET FORTH IN THIS SECTION 25 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, 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.
27. Dispute Resolution; Arbitration
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.
27.1. Binding Arbitration. Except as specified in Section 27.2, for any disputes, claims, suits, actions, causes of action, demands or proceedings arising out of relating to the Services or these Terms, or any breach hereof, (collectively, “Disputes”), you and bitFlyer agree to (a) waive your and bitFlyer’s respective rights to have any 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 any Dispute through binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (“AAA Rules”).
27.2. Exclusions. Section 27 will not apply to 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.
27.3. 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.
27.4. Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 27 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.
27.5. 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 27, commence an arbitration proceeding or, to the extent specifically provided for in Section 27.2, file a claim in court.
27.6. Process. Any arbitration will occur in San Francisco, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the AAA Rules, 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.
27.7. Authority of Arbitrator. As limited by the FAA, these Terms and the applicable AAA 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.
27.8. Rules of AAA. The AAA Rules and additional information about AAA are available at https://www.adr.org/. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
28. Governing Law and Venue
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.
30. General Terms
30.1. Severability. 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.
30.2. Survivorship. All Terms set forth here are binding and shall survive the expiration or termination of your relationship with bitFlyer.
30.3. Intervening Circumstances. 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.
30.4. Scope. These Terms constitute the entire agreement between you and bitFlyer relating to your access to and use of our Services.
31. Questions and Complaints
If you have any questions, would like to provide feedback, or would like more information about bitFlyer, please feel free to email us at firstname.lastname@example.org or visit https://bitflyer.com/en-us/contact.
If you have a complaint, please contact our Customer Support Team using one of the following methods:
32. State Disclosures
32.1. Alaska. Please note that this license does not cover the transmission of virtual currency. If you are located in the State of Alaska and have a complaint, please first contact our Customer Support Team here: https://bitflyer.com/en-us/Contact. If you still have an unresolved complaint regarding money transmission activity, you may also direct your complaint to: the Alaska Department of Commerce, Community, and Economic Development, Division of Banking and Securities, P.O. Box 110807, Juneau, Alaska 99811-0807; Phone: +1 (907) 465-2521; or email: email@example.com.
32.2. Florida. NOTICE: By the Florida Office of Financial Regulation
BY GRANTING BITFLYER USA, INC. A LICENSE, THE FLORIDA OFFICE OF FINANCIAL REGULATION IS NOT ENDORSING THE USE OF DIGITAL OR VIRTUAL CURRENCIES.
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, SHOULD BE FOREWARNED OF A POSSIBLE FINANCIAL LOSS AT THE TIME THAT SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE CAN RESULT IN A TAX LIABILITY. PLEASE CONSULT YOUR TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH YOUR HOLDING OR USE OF DIGITAL OR VIRTUAL CURRENCIES.
If you have a question or complaint, please contact our Customer Support Team here: https://bitflyer.com/en-us/Contact.
32.3. Illinois. If you are located in the State of Illinois and have a complaint, please first contact Customer Support here: https://bitflyer.com/en-us/Contact. If you still have 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.
32.4. Louisiana. bitFlyer USA, Inc. 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, Inc.
32.5. Minnesota. bitFlyer is committed to combating fraud. If you are located in the State of Minnesota and believe that your account has been accessed without your authorization, you did not initiate a transaction, are not the intended recipient of a transmission, or should you have any other questions or concerns regarding bitFlyer Services, please contact our Customer Support Team by phone at: (888) 676-2035 or via email: https://bitflyer.com/en-us/Contact.
You may also submit a complaint to the Minnesota Department of Commerce by phone at (651) 539-1500 or by mail at Main Office, Golden Rule Building, 85 7th Place East Suite 280 Saint Paul, Minnesota 55101. You may also contact the Consumer Financial Protection Bureau for questions or complaints about bitFlyer at https://www.consumerfinance.gov/ or by phone at (855) 411-2372.
32.6. New York. If you are located in the State of New York and have a complaint, please first contact our Customer Support Team here: https://bitflyer.com/en-us/Contact. If you still have an unresolved complaint, you may also direct your complaint to the attention of: the New York State Department of Financial Services, One State Street, New York, NY 10004-1511; +1 (212) 709-1540. Please visit https://www.dfs.ny.gov for additional information.
Please note the following disclosures associated with virtual currency:
32.7. Oregon. If you are located in the State of Oregon and have a complaint, please first contact our Customer Support Team here: https://bitflyer.com/en-us/Contact. If you still have an unresolved complaint regarding our money transmission activity, you may also direct your complaint to the attention of: Oregon Division of Financial Regulation, P.O. Box 14480, Salem, Oregon 97309-0405; +1 (866) 814-9710 (toll-free in the USA). Please visit: http://dfr.oregon.gov/ for additional information.
32.8. Tennessee. Please note that this license and the required surety bond does 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.
32.9. Texas. If you have a complaint or believe you may be the subject of a fraud induced wire transfer, please first contact Customer Support here: https://bitflyer.com/en-us/Contact. 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 please visit https://www.dob.texas.gov/ for additional information.
32.10. Virginia. bitFlyer USA, Inc. is licensed by the Virginia State Corporation Commission as a money transmitter. Such license does not cover the transmission of virtual currency; including but not limited to Bitcoin.
32.11. Washington. Fraudulent transactions may result in the loss of your money with no recourse. In addition, please note the following disclosures associated with transactions with virtual currency:
You are exclusively responsible for ensuring the security of your account, your own trades, trade cancellations, deposits, and withdrawals and are responsible for any errors or liabilities incurred therein. In the event of such errors, please contact our Customer Support Team here: https://bitflyer.com/en-us/Contact. We make no representations that we will be able to correct such mistakes.
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