1.1 These Terms and Conditions (also “Agreement”) are a legal agreement between you and BitCombine LLC, an Illinois limited liability company, and its affiliates (“Company”, “BitCombine”, “our”, “we”, or “us”; together the “parties” and each a “party”), providing certain Services (as defined below). If you are agreeing to this Agreement not as an individual, but on behalf of your company, then a reference to “you”, “your”, “yourself”, or “Customer” in this Agreement is a reference to the company, and the company will be bound by this Agreement.
1.2 When using our Services, you shall be subject to any posted guidelines or rules applicable to those Services. By clicking on the “I have read and agree to BitCombine’s Terms and Conditions” (or similar button or checkbox) that is presented to you at the time of the creation of your Account, or by continuing to use, access, or participate in our Services, you confirm that you are aware of and comply with the Agreement; that you agree to be bound by the terms of this Agreement; and that you represent and warrant that you are authorized and lawfully able to enter into this Agreement.
1.3 Additional terms or service conditions may apply and be shown separately. These additional terms become part of your Agreement with us, and all of the policies and provisions made available to you therein must be followed. If you do not agree to abide by all of the terms of this Agreement, you must immediately cease using, accessing, and participating in our Services.
1.4 We reserve the right, at our sole discretion, to change, modify, add, or remove portions of any part of these Terms and Conditions at any time. We may notify you about the changes to the Terms and Conditions either by email, through your Account, or through the Website. Your continued usage of, participation in, or accessing of our Services or Website means that you accept and agree to the changes.
References to the following words shall have the definitions or meanings as set out below:
Account: an account which is created through the Website and tied to the usage of, accessing of, or participation in any and all of our Services.
API Credentials: two codes, consisting of an API Key and an API Secret, which allow your Account to access our Services, and to perform all of the Functions available to your Account.
Authenticated Data: data gathered, attempted to be gathered, or requested by the Program from Exchanges, or data provided by the Program to Exchanges, such as the creation of orders and withdrawals, the retrieval of balances, and the cancellation of orders, which require you to have provided Exchange Credentials for the Exchange from which you are requesting the data or to which you are requesting that we provide the data.
Authenticated Endpoints: Endpoints which require the Program to access the Exchange Credentials of the Account associated with the API Credentials which Query those Endpoints.
Data: data gathered, attempted to be gathered, or requested by the Program from Exchanges, or data provided by the Program to Exchanges, some of the data which include: Market Data, such as orderbooks, tickers, symbols, and the names of the Exchanges; and Authenticated Data, such as all data related to orders, cancellations, withdrawals, balances, and Funds.
Downtime: anything which may reduce or which reduces Uptime as Uptime is defined or as its calculation is defined in the Service Level Agreement of this Agreement, or any period of time during which, negatively affecting a significant number of Queries or otherwise significantly impacting the functionality of our Services, our Services are inaccessible, dysfunctional, or otherwise not performing to the terms and provisions of this Agreement.
Endpoints: the communication points of the Program with those who are making Queries to it, the communication points which are outlined by us on the Website, and each of which represents or connects to one or more Functions.
Exchange: a cryptocurrency exchange from which the Program, or BitCombine API, has the ability to collect Data.
Exchange Credentials: your credentials, as entered on the Website when adding Exchanges to your Account, to be stored in an encrypted form and accessed by us in a decrypted and encrypted form.
Functions: the capabilities of the Program, some of the capabilities which include: the creation of orders; the retrieval of balances; the cancellation of orders; the withdrawals of Funds; the retrieval or providing of Data; and the retrieval of your Exchange Credentials.
Funds: any or all of the cryptocurrencies, fiat currencies, assets, financial stakes or positions, or any other things monetary owned by you across all of the Exchanges for which you have provided Exchange Credentials .
Legitimate API Credentials: API Credentials which have been generated and provided by us.
Market Data: data gathered, attempted to be gathered, or requested by the Program from Exchanges, such as orderbooks, tickers, and symbols, which do not require you to have provided Exchange Credentials for the Exchange from which you are requesting the data.
Plan: the type of Subscription which you have, varying by price, and, consequently, varying by: the Functions available to you via the Program; the types of Data which you are able to Query, either by sending or receiving Data; and the Services which you have access to.
Program or BitCombine API: a program, or API, owned and developed by us that interacts with the Exchanges connected to the program, or API, some of the interactions which include: the retrieval and processing of data from those Exchanges; the sending of data to those Exchanges; and the handling of Funds across those Exchanges, some of the actions in handling those Funds which include: the creation of orders; the retrieval of balances; the cancellation of orders; and the withdrawals of Funds.
Subscription: the recurring payment across a given interval, made by you, to retain access to our Services.
Query: as a verb: to make an HTTP or HTTPS request to the Program, or BitCombine API; as a noun: an HTTP or HTTPS request made or with the potential to be made to the Program, or BitCombine API.
(1) any date at any time between 2:00 AM Pacific Time and 4:00 AM Pacific Time, or
(2) any range or period of dates and/or times, as represented by the Pacific Time Zone, for which we have placed notifications or information regarding Downtime, making reference to that range or period of dates and/or times, onto our Website and/or sent emails or notifications to you otherwise two (2) calendar days prior to that range or period of dates and/or times,
during which: our Services are unavailable, inaccessible, or dysfunctional; which would reduce, or which reduces, our Uptime as Uptime is defined or as its calculation is defined in the Service Level Agreement of this Agreement; or during which any of our Services are experiencing Downtime.
Services: a collection of: the services offered by the Website, such as Exchange Credential management, payment and billing management, and billing and transaction log retrieval; the Program, or the BitCombine API, and all of its Functions; and other services provided by us to you under the terms of this Agreement.
Website: the publicly-accessible website presently located at the web address of https://www.bitcombine.io, including all of its subdirectories, website files, subdomains, and webpages, which are subject to be changed at any time by us, the changes to which we reserve the right to make, with no obligation to notify you.
3.1 In order to use, participate in, or access our Services, you must create an Account on the Website and agree to be in compliance with the Agreement. Upon registration, you will be able to Query successfully once you have created your API Credentials on the Website. To access or send Authenticated Data with Queries, you must have a Subscription whose Plan supports the sending and accessing of Authenticated Data with Queries. Certain Plans may restrict the types of Authenticated Data, or Endpoints, which you may be able to Query: some Plans may prohibit you from creating withdrawals; however, those Plans may allow you to create and cancel orders, or view your balance and Funds information.
3.2 Any person(s) with full, active legal capacity may apply for an Account. You may not create an Account and access our Services on behalf of another person, party, company, group, other entity, or anybody other than yourself without respective authorization. You must keep your Account’s contact information, including your email address, accurate and current; if you are managing or have created an Account on behalf of someone or multiple others other than yourself, you must keep their Account’s contact information, including their email address, accurate and current. The email address associated with your Account, which you are responsible for keeping accurate and current, must be one which you check regularly for notifications, notices, statements, warnings, and other information from us; if you are managing or have created an Account on behalf of someone or multiple others other than yourself, you must receive verbal or written confirmation from them that they have received all of the notifications, notices, statements, warnings, and other information sent from us to the email address associated with the Account, and that they understand their contents, and agree to all requirements or stipulations, if any are present. If you are accessing our Services or creating an Account on behalf of somebody other than yourself, then a reference to (“you”, “yourself”, “your”, and “Customer”) applies to you and to the person(s) on whose behalf/behalves you are accessing our Services or creating an Account.
3.3 You are responsible for all actions performed on your Account, including the usage of, participation in, or accessing of any and all of our Services.
3.4 You are entirely responsible for divulging your Account information, such as: your password; your API Credentials; and your Exchange Credentials, to nobody, and maintaining the confidentiality of such information, as well as other sensitive information. You must immediately notify us upon the discovery of any unauthorized use of your Account.
3.5 A Free Trial Plan is offered by us. Upon its expiration, you will automatically be subscribed to a Subscription with a different Plan, the price and Services of which are available for viewing on the Website. You may cancel your Free Trial Plan before the designated expiration date to prevent being subscribed to a Subscription with a different Plan, and, hence, to avoid being charged. By using the Free Trial Plan, you acknowledge that you understand and agree to the date at which the Free Trial Plan will expire, the price which you will be charged upon its expiration, and the Subscription which you will automatically be subscribed to upon its expiration. It is against the terms and provisions of the Agreement, and a violation of the Agreement, for you to own more than one Account on your behalf if you obtain the Free Trial Plan on more than one of those Accounts which are owned or created by you on your behalf.
3.6 We reserve the right to modify the limitations of and Services available to your Subscription and/or Account at any time. You will be notified of any changes to the limitations of and Services available to your Subscription and/or Account if you have a Subscription which will be affected by those changes.
3.7 We reserve the right to revoke, reject, and remove your access to any and all of our Services if, upon the renewal date of your Subscription, your payment fails, or is otherwise not received by us. You may be granted a grace period before your access to any and all of our Services is revoked, rejected, or removed, the grace period’s duration which we may change at any time, upon our sole discretion.
3.8 All payments made are non-refundable, and the ability for us to cancel a payment before it is processed is not guaranteed. We cannot cancel a payment after it is processed.
3.9 You will receive emails regarding changes to your Account, marketing and promotions, payments and changes to your payment method, and similar data, unless you opt out of receiving such information by modifying or setting your email preferences via our Services.
4.1 Our Acceptable Usage Policy is designed to ensure the integrity and functionality of our Services for all of our Customers, to protect the quality of our Services, to prevent and to protect against fraud, and to prevent and protect against abuse of our Services. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of any part of this Acceptable Usage Policy at any time. We may notify you about the changes to the Acceptable Usage Policy either by email, through your Account, or through the Website. Your continued usage of, participation in, or accessing of our Services or Website means that you accept and agree to the changes.
4.2 You may not use any of our Services for any purpose that is unlawful, nor for any purpose which violates the terms or provisions of this Agreement. You may not use any of our Services to solicit the performance of any illegal activity, nor any activity which infringes upon the rights of others.
4.3 We reserve the right to revoke, reject, and remove your access to any and all of our Services if we speculate, know, or otherwise believe that you are accessing or attempting to access our Services from a geographical region which we do not support or allow. Presently, we support all geographical regions, except those areas where the use of our Services would violate the United States of America Export Control laws or regulations, or any other applicable treaties, laws, regulations, orders, or ordinances, all as amended from time to time. If the payment method which you are planning on using to pay for a Subscription does not come from one of our supported geographical regions, or if you are accessing any of our Services as an inhabitant of any of the regions which we do not support, you must not create an Account, and you must not make any payments to us, subscribe to a Subscription, or otherwise gain access to our Services.
4.4 You may not sublicense or otherwise grant access to anybody other than yourself to your API Credentials nor our Services.
4.5 You may not attempt to gain unauthorized access to any of our Services by any legitimate or illegitimate means.
4.6 You may not attempt to hack or attack us in any form which is unlawful, to perform any other actions against us which are unlawful, or to perform any actions which: grant you unauthorized access to any of our Services; damage, steal, or grant you access to any of our software or hardware; negatively impact our software or hardware; negatively impact the ability of Account owners, prospective Account owners, or other individuals or entities besides for yourself to use our Services; or disclose, access, alter, or attempt to disclose, access, or alter any information about Account owners other than yourself.
4.7 It is against the terms and provisions of this Agreement to defame, slander, or libel us with false or inaccurate accusations, claims, information, or content of other forms.
4.8 You may not, using penetration testing software or software of similar capability or purpose, gather information on our network, our Services, nor our hardware or software which we have not, with prior written consent, authorized you to gather.
4.9 You represent and warrant that you are not in violation of and will not violate any export control laws, regulations, or directives in any of our geographically supported regions, as defined elsewhere in these Terms and Conditions.
4.10 You may not send an unreasonable (as defined by what we deem to be unreasonable, and, at least, exceeding the limitations of your Plan) number of Queries on a consistent basis to our Program. If we detect what we deem to be an unreasonable number of Queries being sent by you, we reserve the right to revoke, remove, and terminate your access to any and all of our Services. Before doing so, we may give you a warning; if you do not cease your behavior, regardless of whether or not you have received the warning, or whether or not you have read or understood the warning, we reserve our right to revoke, remove, and terminate your access to any and all of our Services immediately.
4.11 You may not sell, re-sell, distribute, nor give, in any form, for any reason, your Account to any other individual or entity. If you do so, we reserve the right to revoke, remove, and terminate your access to any and all of our Services, as well as to remove and terminate your Account and all data associated with it.
5.1 No part and no content of any of our Services may be copied, reproduced, republished, posted, or used in any way, shape, or form for commercial enterprise. The sharing, distribution, or publication of accurate information about our Services and links to our Services are allowed.
5.2 All of our Website, Program, and other Services’ content in any form, including images, text, graphics, computer code, logos, trademarks, and site content, including but not limited to the structure, arrangement, design, and selection of the foregoing, is owned and controlled by us, and is legally protected by patent, copyright, trademark, trade dress, contract, tort, property, and other laws. All of our Services, including but not limited to our Website and Program, are owned, controlled, and created by us, and are legally protected by patent, copyright, trademark, trade dress, contract, tort, property, and other laws.
5.3 BitCombine, LLC lists the names of cryptocurrency Exchanges, and their corresponding logos and links to their websites, solely for the information and convenience of BitCombine, LLC's customers. The listed Exchanges with their logos represent the cryptocurrency Exchanges for which BitCombine, LLC provides connection and support. Unless otherwise explicitly stated, please do not infer or assume that any such third-party cryptocurrency Exchange sponsors or endorses BitCombine, LLC, or has any special legal relationship with BitCombine, LLC. Please contact us by sending an email to email@example.com if you have any questions about a particular cryptocurrency Exchange or logo displayed on our Website or related to our Services.
6.2 We gather and store information which you provide to us, including but not limited to and not necessarily inclusive of: your email address; the hashes or encrypted versions of your sensitive data, including: your password, answers to security questions, API Credentials, payment information, and other such data; your IP address(es), your Account’s security question, your Account’s transaction history, your Account’s billing history, and other such information.
6.3 We do not collect your address, and we do not require nor offer identity verification services.
6.4 We reserve the right to, in regards to your and your Account’s information and data, without being obligated to notify you, divulge that information which we deem it reasonable for us to divulge for our legal protection or at the behest, urging, or recommendation of forces, entities, or individuals of the law, including any information requested by government, legal process, or other forces, entities, or individuals of the law. Your information is not to be divulged nor disclosed otherwise, and is only to be accessed by us and the agents with which our Services are connected, including but not limited to payment processing services and cloud hosting services.
6.5 If you have stopped accessing and paying for, lost access to, or otherwise ceased using our Services, we are not obligated and may choose not to, unless a request is sent to us via email, phone, or another authorized channel of communication with us detailed on our Website to do so, delete the data which we have collected, gathered, and/or stored for your Account. Likewise, in the aforementioned scenario, we may choose to delete such data at our discretion.
6.6 We will never sell any of your personal information to any third party, except as may be required by applicable law.
6.7 We may choose to publicly publish customer testimonials and comments on our Website, which may contain data associated with Your account if your testimonial(s) or comment(s) is/are chosen.
6.8 We do not store all of the details of your payment information. If you are using a credit or debit card for payment, we will only store the last four digits of that card, and we will store them in an encrypted format. We reserve the right to access that data in encrypted and decrypted form. We use a third-party service provider to manage payment processing; this service provider is not permitted to use information that you provide except for the sole purpose of processing payments for your usage or accessing of our Services.
6.9 We store all of your sensitive data, such as passwords, the last four digits of your credit or debit card, the answer to your security question, your API Secret (one of your two API Credentials), and other such data in a hashed or encrypted format. Your transaction history is not stored in a hashed or encrypted format. Basic Account data, such as your email address, the Plan which you are subscribed to, your billing history, and other such data are not stored in a hashed or encrypted format.
6.11 We may employ other services, entities, companies, and/or individuals, such as payment processing services and cloud hosting services, to provide or aid in the functionality of our Services. Some of your data may be shared with or processed by those services, entities, companies, and/or individuals to ensure that you are able to use and access our Services, including but not limited to your payment method information and all other information which is associated with your Account in any or all of our Services.
6.13 We reserve the right to send you emails or notify you through any means of communication associated with your Account about any promotions, upcoming events, marketing information, news, or other such things regarding our Services. If you have an active Subscription, you may opt-out of receiving such emails by setting or updating your email preferences on our Website.
7.2 We reserve the right to, and we may, on any of our Services, including on our Website, collect cookies, which are pieces of information which are stored on the devices which you use to access our Services, and which we may also have access to, regardless of whether you have deleted them from those devices.
7.4 We may choose to view, access, or use any of the data which we get from the cookies across any and all of our Services. All of the provisions, terms, conditions, and stipulations of this Agreement regarding our usage of your data apply to cookies which we obtain from your usage of our Services. Some of our cookies persist for long periods of time, or indefinitely, whereas others may expire, or become deleted.
7.5 We may use Google Analytics to collect, store, and/or record data and cookies regarding any of your interaction with, usage of, or accessing of our Website. To opt out of allowing us to collect, store, or record your data through Google Analytics, you may visit https://tools.google.com/dlpage/gaoptout.
7.6 We disclaim any and all liability for your inability to access the website listed above, for any reason, to opt out of allowing us to collect, store, or record your data through Google Analytics.
7.7 We disclaim any and all liability for your inability to correctly use or implement the software at the website listed above, for any reason, to opt out of allowing us to collect, store, or record your data through Google Analytics. If you would not like us to store cookies with information about you or information about your interaction with, usage of, or accessing of our Services, including those cookies which are required for the functionality of our Services, your sole and exclusive remedy is to stop using our Services, and to cancel your Subscription to avoid any future payments, if one is active.
8.1 We will use commercially reasonable efforts to make our Services available 99.99% of time, measured monthly (“Uptime”). Uptime will be calculated by dividing the number of minutes that our Services are accessible by you, useable by you, and meeting the terms, standards, and provisions of this Agreement, by the total number of minutes in the calendar month.
8.2 Uptime shall not be affected nor impacted by the following:
any period of Downtime which has a duration of or less than five (5) minutes;
any period of Downtime which occurs during, or as a result of, Scheduled Maintenance;
and any period of Downtime which is caused by: factors outside of our reasonable control, including Force Majeure; your actions or inactions; or outages, downtime, or unavailability of third party connections or utilities upon which our Services rely or which our Services use, such as payment processing services and cloud hosting services.
8.3 If you do not officially report to us in writing that our Uptime in a given calendar month was less than 99.99% of time within four (4) calendar days of the end of that given calendar month, you shall not be entitled to any refunds, partial refunds, nor any form of compensation.
8.4 Section 8.5 hereunder is the Customer’s sole and exclusive remedy for any Downtime, as well as for any Uptime which is less than 99.99%.
8.5 In order for you to officially report to us that our Uptime in a given calendar month was less than 99.99% of time, which you must do within four (4) calendar days in order to receive a partial-refund, as described below, you must send an email to firstname.lastname@example.org with an email subject line of “Downtime Compensation Request”, and with an email body including: the severity of the Downtime experienced by you, as you can best describe it; the date(s) and time(s) during which you experienced Downtime; the Services or Functions impacted by the Downtime; and vindication, proof, or other corroboration of your claim of Downtime during the specified date(s) and time(s) affecting the specified Services or Functions. When providing vindication, proof, or other corroboration of your claim, do not provide any data which you are not comfortable with sharing with us by email, such as billing or transaction information, personal information, or any other such data; if possible, obfuscate all such data by, for example, replacing all such data with alphanumeric characters of your choosing. You will receive a response from us within four (4) calendar days. If we find your claim to be true, and if we received your most recent payment, you will receive a partial-refund to the payment method used for your Subscription at 50% of the price paid, in US dollars, for your most recent Subscription payment at the time of its payment.
8.6 You may make your claim, as detailed in section 8.5, only after the end of the calendar month during which you claim that Uptime was less than 99.99%.
9.1 All payments made are non-refundable, and the ability for us to cancel a payment before it is processed is not guaranteed. We cannot cancel a payment after it is processed.
9.2 We warrant that, if a payment is made on your behalf despite your having specified beforehand, by writing or otherwise recorded conversation in our possession, that you did not want the payment to be made, or if a payment is made of a higher value than specified and agreed upon via your making of the transaction: if we can find sufficient evidence to corroborate your claim within our records, or if you can provide evidence with a valid bank statement, we will refund you for the amount overcharged; if we cannot find sufficient evidence to corroborate your claim within our records, and if you cannot provide evidence with a valid bank statement, we will not be obligated to refund you.
9.3 If you do not officially report to us in writing that our Uptime in a given calendar month was less than 99.99% of time within four (4) calendar days of the end of that given calendar month, you shall not be entitled to any refunds, partial refunds, nor any form of compensation.
9.4 In order for you to officially report to us that our Uptime in a given calendar month was less than 99.99% of time, which you must do within four (4) calendar days in order to receive a partial-refund, as described below, you must send an email to email@example.com with an email subject line of “Downtime Compensation Request”, and with an email body including: the severity of the Downtime experienced by you, as you can best describe it; the date(s) and time(s) during which you experienced Downtime; the Services or Functions impacted by the Downtime; and vindication, proof, or other corroboration of your claim of Downtime during the specified date(s) and time(s) affecting the specified Services or Functions. When providing vindication, proof, or other corroboration of your claim, do not provide any data which you are not comfortable with sharing with us by email, such as billing or transaction information, personal information, or any other such data; if possible, obfuscate all such data by, for example, replacing all such data with alphanumeric characters of your choosing. You will receive a response from us within four (4) calendar days. If we find your claim to be true, and if we received your most recent payment, you will receive a partial-refund to the payment method used for your Subscription at 50% of the price paid for your Subscription in your most recent Subscription payment.
9.5 If you have any questions, comments, or concerns regarding the Refund Policy, or would like to contact us about the Refund Policy for reasons otherwise, you may send an email to firstname.lastname@example.org with “Refund Policy” in the subject line of the email.
10.1 Neither party (nor their affiliates) will have any liability (whether in contract, strict liability, tort, or otherwise) arising out of or related to the Agreement or the usage of our Services for:
any loss of profits, anticipated profits, Funds, business, contracts, savings, anticipated savings, goodwill, revenue, or anything else monetary;
any loss, corruption, inaccuracy, or disclosure of Queried data or data sent from or received by any of our Services;
any loss, malfunction, inaccessibility, or breaching of hardware, software, or data;
or any other indirect, special, or consequential loss or damage, or punitive or exemplary damages whatsoever, even if the party has been advised in advance of the possibility of such loss or damage.
10.2 You may be presented with the option to modify or set your email preferences on the Website or otherwise through our Services. You understand all of the implications and consequences of opting out of receiving certain emails by agreeing to this Agreement, such as the possibility that you will not be notified upon any changes made to or renewals made for your Subscription, and you agree not hold us liable for any of the resulting consequences or implications.
10.3 You acknowledge and understand all things offered and all things not offered to you by the Services which you are paying or planning on paying to use or access via a Subscription, and that our Services are liable to change at any time under our sole discretion.
10.4 We reserve the right to deny, reject, revoke, remove, and terminate your access to, usage of, and participation in our Services, and your access to, the existence of, and your usage of your Account if you violate any of the terms or provisions of this Agreement. You acknowledge that we have and reserve this right, and you agree that we will not be liable to you or any third party for the termination of your usage of or access to your Account and our Services as a result of your violation of the Agreement.
10.5 We are not liable for any data breaches, hacks, or other attacks against us which may cause any losses either to us or to you. You acknowledge that, in the event of a data breach, hack, or other attack, your personal data, including but not limited to and not necessarily inclusive of: your email address; the hashes or encrypted versions of your sensitive data, including: your password, answers to security questions, API Credentials, payment information, and other such data; your IP address(es), your Account’s security question, your Account’s transaction history, your Account’s billing history, and all other information which we may have stored for your Account, may be obtained and/or divulged to other parties.
10.6 We are not liable for the failure of any emails which are meant to notify you about payments, Account changes, and other such data to fail to send.
10.7 We disclaim any and all liability for the acts, omissions, and any conduct or actions of any individuals, entities, or other third parties in connection with or related to your use of our Services. You acknowledge that we are not a financial institution, that we do not provide you with any advice for any of your Authenticated Data Queries or any Queries which deal with the processing of your Funds, and that errors may occur on our behalf in our processing of your Funds which may incur unintended consequences unto you or your Funds, all of which for we disclaim any liability.
10.8 We disclaim any and all liability for interruption of service, damages, deletions of data, delays, defects, viruses, spyware, malware of any kind, failures, errors, theft, unauthorized accesses, attacks, and other such problems.
11.1 We warrant that we have the legal power and authority to enter into this agreement with you. All of the below assertions, statements, declarations, and stipulations shall be valid to the fullest extent permissible by law.
11.2 We warrant that our Services will be capable of the Functions described above, and that our Services will be available for use, given that you are using our Services as intended, and in accordance to our Service Level Agreement in this Agreement.
11.3 We do not warrant that our Services, including but not limited to our Program and Website: are error-free; will operate in an uninterrupted manner; will always be available for use; will not damage or interfere with your computer, your router, or any other technologies used by you to use or access our Services; nor that they will execute all Queries as intended. You acknowledge that you will be solely responsible for any damage which occurs to any of the technologies which you use to use or access our Services.
11.4 WE DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BITCOMBINE, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE OR OUR SERVICES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND BITCOMBINE, LLC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY BITCOMBINE, LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
11.5 For any breach of the warranty, or for your dissatisfaction with any of our Services, your sole and exclusive remedy is to stop using our Services, and to cancel your Subscription to avoid any future payments, if one is active.
11.6 We warrant that, if a payment is made on your behalf despite you having specified beforehand that you did not want the payment to be made, or if a payment is made of a higher value than previously specified as a result of a failed Subscription Plan downgrade or an altered Subscription Plan price: if we can find sufficient evidence to corroborate your claim within our hardware or software, we will refund you; if we cannot find sufficient evidence to corroborate your claim within our hardware or software, we will not be obligated to refund you.
11.7 We warrant that it is our obligation to, within commercially reasonable bounds, correct any and all errors, malfunctions, and interruptions related to our Services, in the cases that we can correct them, and in the cases that we know of or are informed of them, as soon as it is possible for us to do so.
11.8 We warrant that we will not perform any actions upon your Funds which you did not authorize, with valid forms of authorization including either: verbal or written consent; a Query sent to our Program with your API Credentials; or an action regarding your Funds performed by your Account on any of our Services.
12.1 You and us, in the event of an unforeseeable and/or catastrophic event which impacts our Services, including but not limited to: a disruption in telecommunications or Internet services; a destruction of the infrastructure, hardware, or software which powers our Services; malicious damage; an act or threat of terrorism; theft; a hack or attack which results in great damage or a data breach against us and/or our Services; a strike, labor dispute, or conflict between employees; an Act of God; civil uprising or unrest; sabotage; war; an epidemic, pandemic, or other public health emergency; or any other such event, shall not be liable for any failure or delay in the performance of the Agreement for as long as the unforeseen and/or catastrophic event is beyond the reasonable control of and has a deleterious effect against us.
In these Terms and Conditions, or this Agreement, unless the context otherwise requires:
13.1 A reference to the singular includes the plural and the plural includes the singular.
13.2 A reference to any contract, including this Agreement, or any other instrument, includes any variation or replacement of it and as it may be assigned or novated.
13.3 A reference to a law includes subordinate legislation (including regulations) and other instruments under it and any amendment or replacement of them.
13.4 A reference to a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association, or an authority.
13.5 A reference to a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation), and permitted assigns.
13.6 The meaning of any general language is not restricted by any accompanying example, and the words “includes”, “including”, “such as”, “for example”, or similar words are not words of limitation.
13.7 Headings, the organization of, and the structure of this Agreement are for convenience only and do not form part of this Agreement or affect its interpretation.
13.8 Where there are two or more persons in a party, each are bound jointly and severally.
13.9 A reference to a minute means a calendar minute, and a reference to a day means a calendar day.
14.1 If you have any complaints, please email email@example.com.
15.1 There is no relationship of exclusivity, partnership, joint venture, employment, agency, or franchise between you and us under this Agreement. None of us has the authority to bind the each other (including the making of any representation or warranty, the assumption of any obligation or liability, and/or the exercise of any right or power), except as expressly provided in this Agreement.
15.2 Each provision of this Agreement, whenever possible, will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is to be held invalid, illegal, or unenforceable in any respect, that provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability, without invalidating the remainder of this Agreement or any other provision in this Agreement.
15.3 This Agreement, as amended or modified according to its terms, constitutes and represents the full and entire understanding and agreement between you and us regarding the subjects of this Agreement and supersedes all prior agreements, arrangements, representations, or promises, whether oral or written, as to its subject matter.
15.4 Our failure to insist on or enforce strict performance of the terms, conditions, and provisions of the Agreement shall not be construed nor treated as a waiver by us of any provision, or any right it has to enforce the Agreement, nor shall any course of conduct between you and us, or any other party, be deemed to modify any provision of the terms, conditions, and provisions of the Agreement.
15.5 This Agreement, and any rights and obligations in this Agreement, may not be transferred or assigned by you, but may be assigned by us without restriction, including without limitation to any third party. Any attempted transfer or assignment in violation of this Agreement shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of us and you, respective successors and permitted assigns.
15.6 A person, individual, or entity who is not a party to this Agreement may not and cannot rely upon or enforce any term, condition, or provision of this Agreement.
15.7 If you have any questions about this Agreement, including any and all of its contents, please email firstname.lastname@example.org.
(A) Disputes. The terms of this Section shall apply to all Disputes between you and Us, For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Us arising under or relating to any our Services or Products, our websites, these Terms, or any other transaction involving you and Us, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND WE AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR US FOR (I) TRADE SECRET MISAPPROPRIATION, (II) PATENT INFRINGEMENT, (III) COPYRIGHT INFRINGEMENT OR MISUSE, AND (IV) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
(B) Binding Arbitration. You and we further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties. (C) Dispute Notice. In the event of a Dispute, you or we must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Us must be addressed to: Bitcombine, LLC, 440 Mercantile Court, Wheeling, Illinois 60090, Attn.: Legal Department (the “our Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If we and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or we may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
(D) WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND WE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR WE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
(E) Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws, as limited by the Limitation of Liability set forth in this Agreement. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitration hearings shall be conducted by telephone or videoconference.
(F) Initiation of Arbitration Proceeding. If either you or us decide to arbitrate a Dispute, we agree to the following procedure:
i. Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.adr.org (“Demand for Arbitration: Consumer Arbitration Rules”).
ii. Send one copy of the Demand for Arbitration to AAA by mail at American Arbitration Association Case Filing Services 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043.
iii. Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties.
(G) Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Us is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
(H) Claims or Disputes Must be Filed Within One Year. To the extent permitted by law, any claim or dispute to which this Section applies must be filed within one year in small claims or in arbitration. The one-year period begins when the claim or Notice of Dispute first could be filed. If not filed within one year, the claim or dispute will be permanently barred.
17.1 If any provision in this Agreement is found to be unenforceable, that provision shall be severed with the remainder of the Agreement remaining in full force and effect. The terms of this Agreement shall otherwise survive any termination of is Agreement.
18.1 You and we agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Agreement shall be filed only in the Circuit Court of Cook County, Illinois, or the United States District Court for the Northern District of Illinois, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy. You also agree to waive the right to trial by jury in any such action or proceeding.
19.1 You and we agree that this Agreement shall be governed by the laws of the State of Illinois, without regard to Illinois law’s conflict of laws or choice of law provisions.