Updated Trading Terms 8.23.21
Welcome to BlockFi. If you have a BlockFi Interest Account with BlockFi Lending LLC (“BlockFi Lending”) to hold digital assets, which we sometimes refer to as “cryptocurrency” or “crypto”, you are eligible to buy and sell eligible cryptocurrency through BlockFi Trading LLC (“BlockFi Trading”). We refer to purchases and sales of eligible cryptocurrency as “trading activity.” Trading activity is governed by these Trading Terms (“Trading Terms”). Please read and keep these Trading Terms. If you need a physical copy of these Trading Terms or if you have any questions, you can contact us via email at [email protected] or visit blockfi.com. These Trading Terms are incorporated by reference into the BlockFi Terms of Service, which are found here: https://blockfi.com/terms/.
In these Trading Terms, holders of a BlockFi Interest Account, including owners, employees, agents and affiliates of any business, corporation, partnership or other entity that is, or is considering becoming, an account holder are sometimes referred to as “you” or “your.” BlockFi Lending is the provider of the BlockFi Interest Account and BlockFi Trading is your counterparty when you conduct trading activity. BlockFi Trading is referred to as “we,” “us” or “our” in these Trading Terms. Together, you and we may be collectively referred to as “Parties.”
ACCEPTANCE OF TERMS
By conducting any trading activity, you agree that the terms and conditions contained in these Trading Terms will govern such activity, as modified from time to time. We reserve the right to update these Trading Terms at any time, and may notify you of such changes via the Website or by email at the address specified on your account application for your BlockFi Interest Account, but we have no obligation to notify you of every update.
1. Any trading activity is self-directed. That means that you are responsible for all purchase and sell orders, decisions to implement or maintain an investment strategy, decisions to hold or sell crypto and selection of the type of crypto to hold or sell. You agree that any investment decision you make does not rely on any advice from BlockFi Trading or any of its affiliates (collectively, “BlockFi”) and is at your own risk. You must determine the suitability of any trade, investment, investment strategy, and risk associated with your trading activity.
2. We publish market prices for eligible crypto as we receive them from unrelated third-party sources. That market price will be displayed on our Online Platform but will not be a price at which you can trade. Our Online Platform may not reflect the best price in active trading markets. The current prices at which you can trade include a spread (above or below) the market prices sourced from third-parties. Any such spread may change from time to time based on market conditions and may be different for different types of eligible crypto. You and BlockFi Trading will be entering into any trade or transaction on a principal, not an agency, basis.
3. If you send any fiat currency to BlockFi Trading via wire transfer or through the Automated Clearing House (ACH) networks, you are instructing BlockFi Trading to purchase an equal amount of “stablecoin” digital assets and to settle and deliver such stablecoins (which may be done by book-entry) you purchased into your BlockFi Interest Account. By entering into a trade with BlockFi Trading, you are instructing BlockFi Trading to settle and deliver the supported digital asset (which may be done by book-entry) you purchased into your BlockFi Interest Account. Since BlockFi Trading is acting as principal when conducting trading activity, it may or may not, choose to enter into offsetting purchases and sales or otherwise hedge its obligations under any purchase or sale executed by you. If BlockFi Trading chooses to enter into offsetting purchases and sales or to otherwise hedge it may earn a trading profit or loss in connection with such purchase and sale transactions. The amount and magnitude of such trading profit or loss, if any, will depend on a number of factors, including, but not limited to, the prevailing market conditions at the time of entering into offsetting transactions or closing out hedges. Since future market conditions are unknown, it is not possible to accurately determine in advance whether BlockFi will realize a trading profit or loss.
4. You may schedule a specified trading activity to repeat at specific intervals, including daily, weekly or monthly (each, a “Repeat Trade”). If you have established a weekly Repeat Trade, then the trading activity will be scheduled to occur on the same day of each week as the initial trading activity in such Repeat Trade (for example, every Wednesday). If you have established a monthly Repeat Trade, then the trading activity will be scheduled to occur on either the first or the fifteenth day of each month, based on your election when you initiate the Repeat Trade. Each Repeat Trade will be deemed to constitute a valid order and authorization from you to BlockFi Trading, on the date of each trading activity scheduled for each Repeat Trade, to sell cryptocurrency and purchase cryptocurrency, in each case, identified in the applicable Repeat Trade. Any termination or cancellation of a Repeat Trade will be effective as soon as BlockFi Trading has received your request and had a reasonable amount of time to act up it. The initial trading activity for each Repeat Trade will not occur until you have submitted your Repeat Trade instruction and BlockFi Trading has had a reasonable amount of time to act upon it. BlockFi Trading can terminate any future trading activity under a Repeat Trade without notice at any time for any reason.
5. You agree that BlockFi Trading may accept or refuse any order, or delay placing any order, if BlockFi Trading determines that it is necessary or appropriate to do so. Additionally, you may suffer market losses during periods of volatility in the price and volume of eligible crypto, particularly when system issues result in the inability to buy or sell eligible crypto. You agree that you will not hold BlockFi responsible for any losses caused by such refusal or delay or such inability to transact.
6. Trading activity will not be permitted in any jurisdiction or country where BlockFi Interest Accounts are not available. It is possible that trading activity may be prohibited in jurisdictions or countries even if a BlockFi Interest Account is available. Due to the dynamic nature of regulatory requirements and interpretations in the cryptocurrency market, we reserve the right to update the list of prohibited jurisdictions and reject trading activity where we determine it is appropriate to do so in our sole and absolute discretion.
1. You will be able to see a record of the transactions related to your trading activity as set forth in the BlockFi Interest Account Terms. You may wish to use such records for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to any gains or losses or to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority.
2. We will make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether taxes apply to your transaction, or for collecting or remitting any taxes arising from any transaction. You are responsible for complying with all applicable law, whether federal, state, local, or non-U.S. You agree that neither BlockFi Lending nor any of its affiliates is responsible for determining whether or which laws may apply to your transactions, including tax law. You are solely responsible for paying any taxes arising from your trading activity and filing any reports that you are required to file.
C. General Rules Governing Trading Terms
1. All of our actions relating to your trading activity will be governed by the laws and regulations of the United States and, to the extent not preempted, the laws and regulations of the State of New Jersey. Any lawsuit regarding your trading activity must be brought in a proper court in the State of New Jersey, City of Jersey City. If any part of these Trading Terms is determined to be invalid or unenforceable, such determination will not affect the remainder of these Trading Terms.
2. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
3. These Trading Terms and the relationship created hereby do not create a fiduciary relationship between us.
4. We may follow instructions regarding your trading activity if we reasonably believe that you have authorized the instructions.
5. We will make statements for your trading activity available to you by email and/or online at blockfi.com. All of your accounts and (in our discretion) those of any of your affiliates may be combined into one statement.
6. We will make available (by email and/or online at blockfi.com) to you a periodic statement showing the activity on your account and containing information sufficient to allow you to reasonably identify transactions. You must examine the statement and notify us of any unauthorized use or any error or irregularity on the statement within 30 calendar days after the statement is sent or made available to you. If notice is not received within the 30-calendar day period, then we will have no liability to you and any losses will be entirely yours.
7. We may record and monitor our telephone conversations with you and your electronic communications with us (chat, e-mail and other forms of electronic exchange). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities.
8. For purposes of these Trading Terms, our business days are Monday through Friday. Saturdays, Sundays and all federal and New Jersey State holidays are not included.
9. We reserve the right to limit access to your accounts, which can include temporarily or permanently removing your online access, restricting your trading activity without prior notice to you unless prior notice is required by law. We do not bear liability for such actions.
D. Indemnification and Limitation of Liability; Attorney’s Fees and Costs for Lawsuits
1. You will indemnify and hold us and our affiliates harmless from any losses, damages, suits and expenses, of whatever kind, including reasonable attorneys’ fees, which we may incur in connection with or arising out of your trading activity, your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by your agent, representative or third-party service provider while conducting trading activity, regardless of whether the specific use was expressly authorized by you.
2. We are not liable to you for claims, costs, losses or damages caused by an event that is beyond our reasonable control (e.g., the acts or omissions of third parties, natural disaster, emergency conditions, disease epidemics/pandemics such as Covid-19, government action, equipment or communications malfunction).
3. We are not liable for special, incidental, exemplary, punitive or consequential losses or damages of any kind.
4. Except for any setoff permitted by applicable law, any amounts owed or liabilities incurred by pursuant to trading activity (“Obligations”) may be satisfied solely from the assets of BlockFi Trading. Without limiting the generality of the foregoing, in no event shall you have any recourse, whether by setoff or otherwise, with respect to any amounts owed or liabilities incurred, to or against any assets of any person or entity other than BlockFi Trading for Obligations, including, without limitation, any member, affiliate, investor, employee, officer, agent or advisor of BlockFi Trading. For the avoidance of doubt, the foregoing shall not limit any setoff permitted by applicable law.
5. Our liability to you for a claim is limited to the face value of the item or transaction, or the actual value of any funds not properly credited or debited.
E. Risk Disclosure.
1. Supported digital assets purchased by you pursuant to trading activity and transactions with BlockFi Trading will be settled and delivered (which may be done by book-entry) into your BlockFi Interest Account. We may pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use funds and cryptocurrency assets to counterparties, and such cryptocurrency assets will be exposed to various risks, including the credit risk that BlockFi Lending will be unable to return such assets to you, as a result of such transactions. Cryptocurrency is not legal tender, and is not backed by the government. Accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency.
2. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some cryptocurrency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction. The value of cryptocurrency may be derived from the continued willingness of market participants to exchange government-issued currency for cryptocurrency, which may result in the potential for permanent and total loss of value of a particular cryptocurrency should the market for that cryptocurrency disappear.
3. There is no assurance that a person who accepts a cryptocurrency as payment today will continue to do so in the future. The volatility and unpredictability of the price of cryptocurrency relative to government-issued currency may result in significant loss over a short period of time. The nature of cryptocurrency may lead to an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganizations. The nature of cryptocurrency means that any technological difficulties experienced by BlockFi may prevent the access or use of a customer’s cryptocurrency. Any bond or trust account maintained by BlockFi Lending for the benefit of its customers may not be sufficient to cover all losses incurred by customers. In light of these risks, you should carefully consider whether holding cryptocurrency in a BlockFi Interest Account is suitable.
4. BlockFi Trading may settle any trading activity through book-entry. At any given time, there is no assurance that all purchased digital assets will be held in your BlockFi Interest Account. Therefore, you are subject to our credit risk. Your right to receive purchased digital assets will not be secured by any property nor insured by any insurance. Your right to receive purchased digital assets will be subordinated to any of our secured debt and rank equally with any of our other debt obligations. This means that, in a bankruptcy or liquidation proceeding against us, your right to receive digital assets in your BlockFi Interest Account would rank equally in right of payment with all our other unsecured and unsubordinated debt. In such an event, you may lose the entire value of your BlockFi Interest Account.
1. We may take any action authorized or permitted by these Trading Terms without being liable to you, even if such action causes you to incur fees, expenses or damages.
2. If we receive conflicting instructions from authorized persons, or if we become involved in or concerned about a dispute between you and an authorized person, we have discretion to act in ways we believe to be appropriate, including by prohibiting trading activity, closing your BlockFi Interest Account and returning the digital assets in such account. You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and external attorneys’ fees, and we may charge them to your BlockFi Interest Account.
3. Fraudulent activity, including any attempt to conduct trading activity with insufficient cryptocurrency assets is strictly prohibited and may result in the prohibition of trading activity or the closure of your BlockFi Interest Account. Fraudulent activity includes any attempt to take advantage of errors on the BlockFi Website, systems, applications, or technology platforms. Any errors identified should be flagged to [email protected] for appropriate compensation, where applicable.
1. We may delay or waive any rights we have under these Trading Terms. If we delay or waive our rights, you are still obligated to pay us fees and other amounts you may owe us under these Trading Terms. Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our future rights in any way.
H. Digital Images, e-Signatures, & Facsimile Signatures
1. We accept digital images, e-signatures, and facsimile signatures for documents that need to be signed. However, we will not be liable if use of a device was unauthorized or if the size, color or quality of the signature is different from that of any signature previously presented to us.
2. We may rely on facsimile signatures when the facsimile signature resembles or purports to be the signature of an authorized person. You agree to reimburse us (and we may charge your account) for all claims, costs, losses and damages, including reasonable attorneys’ fees, that result from our reliance on a facsimile signature or by a facsimile or digital image that we otherwise believe you authorized.
I. Liability for Failure to Make Transfers
1. We will not be liable for any actual losses or damages to you except such losses or damages that result from our gross negligence or willful misconduct. For example, we will not be liable: (i) if, through no fault of ours, you do not have enough cryptocurrency in your BlockFi Interest Account to conduct the trading activity; (ii) if circumstances beyond our control (such as fire, pandemic or flood) prevent the transfer, despite reasonable precautions that we have taken; (iii) in the case of preauthorized credits, if the data from the third party is not received, is incomplete or erroneous; (iv) if your BlockFi Interest Account is not in an active status; (v) due to legal requirements of regulatory restrictions; and (vi) other exceptions stated in these Trading Terms or in another agreement with you, including your BlockFi Interest Account Terms.
J. Disclosure of Account Information
1. We will disclose information to third parties about your trading activity: (i) where it is necessary for completing transfers and transactions; (ii) in accordance with the BlockFi Terms of Service or BlockFi Interest Account Terms; (iii) if you give us your written permission; (iv) if we close your BlockFi Interest Account due to a deficient balance, excessive instances when you do not have sufficient funds in your account or to protect or enforce our legal rights; and (v) in order to comply with government agency or court orders.
K. Account Errors or Questions.
1. Our platform allows you to review your BlockFi Interest Account and conduct certain other transactions, including trading activity, online. You must maintain adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access your BlockFi Interest Account through our online platform. Any loss or compromise of the foregoing information or your personal information may result in unauthorized access to your BlockFi Interest Account, which may result in unauthorized trading activity. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information. You accept all risks of unauthorized access and use of your BlockFi Interest Account, including unauthorized trading activity.
2. Tell us promptly if you believe that an electronic transfer or transaction has been made without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all the funds in your BlockFi Interest Account (plus any other BlockFi account you own). If your statement shows transfers or transactions that you did not make, tell us immediately by contacting us here.
3. Please submit a support ticket here, as soon as you can, if you think your statement is wrong or if you need more information about an item listed on the statement. We must hear from you no later than thirty (30) days after we send you or make available to you the first statement on which the problem or error appeared.
4. If you tell us orally or via electronic means, we may require that you send us your complaint or question in writing, and we may request additional information within ten (10) business days. We will endeavor to determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. For errors involving new accounts, we may take up to ninety (90) days to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount of the error, so that you will have the use of the funds during the time it takes us to complete our investigation. For new accounts, we may take up to twenty (20) business days to credit your account for the amount you think is in error.
5. If we ask you to put your complaint or question in writing, or request additional information, and do not receive it within ten (10) business days, we may not credit your account. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.