IMPORTANT: By creating or funding a Digital Tokens Wallet or accessing or using any of the Services (each as defined below), you acknowledge that you have read, understand, and completely agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes or updates, you may not access or use any of the Services, and if you do access or use any of the Services, you will be bound by these Terms of Service, as updated and amended from time to time; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to stop using all of the Services. These Terms of Service were last updated on January 3, 2020.
Only eligible persons are permitted to access or use the Services. Any Person that is not eligible that utilizes the Services or that accesses the Site will be in breach of these Terms of Service and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined below).
These Terms of Service apply to users of Bitfinex.com (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms of Service carefully to determine which provisions apply to you. These Terms of Service should be read in conjunction with the terms of service applicable to other web pages of the Site, which will apply to you in respect of the services identified, which shall be in addition to these Terms of Service and shall not be exclusive. For example, use of: (a) the Derivatives web pages of the Site and the trading of any derivative products are governed by Derivative Terms of Service, and (b) the Token Sales web pages of the Site and the purchase of any project tokens are governed by the Token Sales Terms of Service, which shall be in addition to these Terms of Service and shall not be exclusive. By funding a Digital Tokens Wallet or accessing or using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the “Services”), the user (referred to herein as “you” or “your”) agrees to these Terms of Service.
These Terms of Service, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of any or all of the Services, and any manner of accessing them via the Site, between you and one of the following Bitfinex parties:
a) BFXWW Inc. (“BFXWW”), unless you meet one or more of the criteria in paragraph (b); or,
b) BFXNA Inc. (“BFXNA”) if you meet one or more of the following criteria:
1) you are a U.S. Person, as defined below; or
2) you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of any of the Services.
If any of the criteria set out in paragraph (b)(1) through (b)(2) above apply, then you are a “BFXNA Customer.” Otherwise, you are a “BFXWW Customer.”
Important: Please do not use any deposit addresses created before August 9, 2016 at 19:00:00 UTC to deposit any Digital Tokens to or on the Site. Use only addresses generated by and on the Site after August 9, 2016 at 19:00:00 UTC. Among other limitations of liability, Bitfinex cannot and shall not be responsible or liable for any deposits to any Digital Tokens Wallet(s) or Digital Tokens Address(es) created before August 9, 2016 at 19:00:00 UTC.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT REQUIRES ALL BFXNA CUSTOMERS TO BRING ANY CLAIMS AND TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY UTILIZING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
The Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal in them. Bitfinex is under no obligation to assess the suitability of the Services for users and any comment or statement which may be made by Bitfinex or any of its Associates as to the suitability of the Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.
These Terms of Service may be amended, changed, or updated by Bitfinex at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued access or use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.
The access or use of the Site and any of the Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
2. Right to Use the Site: If you (a) have a Digital Tokens Wallet, (b) are not a Prohibited Person, (c) do not operate your Digital Tokens Wallet for the benefit of a Prohibited Person and (d) comply with these Terms of Service, Bitfinex grants you the limited right to use the Services. The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. Bitfinex may suspend or terminate the provision of Services to you, your Digital Tokens, Digital Tokens Wallet, or to any of your Digital Tokens Address, or to freeze or terminate your Digital Tokens Wallet, at its sole discretion, as required by applicable Laws or where Bitfinex determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
2.1. Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
2.2. No Digital Tokens Wallet may be operated for and no order or transaction in a Digital Tokens Wallet may be for the financial or other benefit of a Prohibited Person.
2.3. With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.1 and 2.2 are governed by the terms of paragraph 126.96.36.199 and will be applied at the entity level.
3. Trading and Financing Activities: The Site is a trading environment for the spot purchase and sale of Digital Tokens. The Site permits both unfinanced and financed transactions. Unfinanced purchases are fully funded by trading participants through Fiat funds deposited by you from a Digital Tokens Address or otherwise into a Digital Tokens Wallet. For example, if you deposit $100.00 into your Digital Tokens Wallet on the Site, you may then purchase $100.00 worth of Digital Tokens in an unfinanced transaction. Purchases and sales of Digital Tokens Wallet on the Site, whether in an unfinanced transaction or a financed transaction, are settled by actual delivery of the full amount of the Digital Tokens by the seller to the purchaser’s Digital Tokens Wallet against payment in full by the purchaser to the seller’s Digital Tokens Wallet.
Important: Financing is not allowed where prohibited by applicable Laws. Furthermore, every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
3.1. Any U.S. Person is prohibited from using the Site or any Services, including, but not limited to, exchange trading services using a Digital Tokens Wallet on the Site. Exceptions to this policy may be made by Bitfinex, in its sole discretion, for Eligible Contract Participants only, which shall be solely BFXNA Customers. Notwithstanding the granting of an exception, such Eligible Contract Participants shall not be permitted to be Financing Providers or Financing Recipients.
For the avoidance of doubt, as defined above, U.S. Persons (including but not limited to United States Citizens or United States Residents) are prohibited from using the Site or any Services, including but not limited to exchange trading services. In addition, where you are not a U.S. Person, but Bitfinex knows or has reason to know that you are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services to you, then you may be regarded as a BFXNA Customer and prohibited from using the Site or any Services, at the sole discretion of Bitfinex.
3.2. Financed transactions in Digital Tokens are permitted through the Site’s platform-enabled, peer-to-peer financing functionality. Financing Providers may offer financing for Digital Tokens trading by others from and on their own Digital Tokens Wallet if they so choose. Financing Recipients may accept financing from Financing Providers for up to 70% of the value of a Digital Tokens purchase. For example, if you deposit $30.00 to the Site, you may then obtain financing in an amount not exceeding $70.00 in order to buy $100.00 worth of Digital Tokens in a financed transaction. In other words, you may accept financing equal to a maximum total Digital Tokens-to-equity ratio of 3 1/3 to 1.
3.3. Shorting of Digital Tokens is another type of financed transaction permitted on the Site. In a typical ‘long sale’ of Digital Tokens, the seller enters into a regular spot trade of Digital Tokens and settles the transaction by delivering Digital Tokens that the seller owns outright. In a ‘short sale’ of Digital Tokens, the seller also enters into a regular spot sale of Digital Tokens, except that the transaction is settled by delivering Digital Tokens that the seller has borrowed.
3.4. Digital Tokens can be borrowed for purposes of short sales through the Site’s peer-to-peer financing functionality. The Digital Tokens borrower may seek offers or make a bid to borrow Digital Tokens on the Financing Order Book. Digital Tokens borrowers are not permitted to borrow more than 70% of the Digital Tokens sold in a short sale. The Fiat proceeds of any short sale serve as collateral for the borrowing of the Digital Tokens until those Digital Tokens are repaid.
3.5. Bitfinex enables users to utilize third party peer-to-peer financing from other participants on the Site to trade Digital Tokens. Financing Recipients may obtain financing in one of two general ways: they may place bids for financing on the Site’s separate, peer-to-peer financing order book (the “Financing Order Book”); or, they may elect to be automatically matched through the Site’s order matching engine with one or more Financing Providers on the Financing Order Book at the best prevailing price on the Financing Order Book. Although Bitfinex is not a party to these financing contracts, Bitfinex enforces the contracts established between Financing Providers and Financing Recipients on the Financing Order Book.
3.6. The Financing Order Book operates independent of the spot contract trading order book (the “Trading Order Book”). Once the desired financing is secured by a Financing Recipient, both financed and unfinanced transactions on the Trading Order Book are indistinguishable from each other to the trade matching engine.
3.6.1. The amount of the financing, the terms of the financing, and the interest rate are all commercial terms negotiated through the Financing Order Book between Financing Providers and Financing Recipients. For instance, assume that A has $30.00 (in dollars) in her Digital Tokens Wallet on the Site. A obtains $70.00 in financing at X interest rate for Y term on the Financing Order Book (thereby becoming a Financing Recipient) from B, a Financing Provider. With that aggregate amount of $100.00, A may purchase $100.00 in Digital Tokens on the Trading Order Book from C, or from one or more other sellers. A has the right to repay the financing (including any accrued interest) at any time without pre-payment or other penalty. Obtaining financing does not create any obligation to purchase Digital Tokens on the Trading Order Book. A may also replace financing from B at any time with more favorable financing.
3.6.2. In the above example, the Digital Tokens purchased by A (for $100.00) are subject to a Lien in favor of B up to the total amount of financing secured from B ($70.00 plus any interest component). A may remove any amount of Digital Tokens from the Site or the user’s Digital Tokens Wallet that is not subject to the Lien.
3.6.3. A may sell her Digital Tokens and repay the loan. Any profit or loss realised from selling the Digital Tokens shall be settled against A's balances.
3.6.4. Alternatively, A could satisfy the Lien and unencumber the Digital Tokens by repaying the financing used to purchase the Digital Tokens. Unencumbering the Digital Tokens simply refers to the process of using some combination of unrealized gain or additionally deposited Fiat funds, or both, for the purposes of paying off the financing and removing the Lien.
4. Risks and Limitation of Liability: Important: This paragraph is in addition to the Risk Disclosure Statement. Trading in Digital Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes and Bitfinex does not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet on the Site; and, for knowing the true status of any position or contract with any other party on the Site, even if presented incorrectly by the Site at any time. In the event of any conflict between the information reflected in your Digital Tokens Wallet or elsewhere on the Site and information on the books and records of Bitfinex, the books and records of Bitfinex shall control, even if this results in Losses to you or increases your Losses. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Services; to be responsible for any negative balance in your Digital Tokens Wallet on the Site; to be fully responsible and liable for all of your obligations with respect to any financing activities on the Site; and, to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from Bitfinex as a result of actions it takes in its administration of the Digital Token market.
There is no guarantee against Losses on the Site. You may lose more than is in your Digital Tokens Wallet if you engage in financing on the Site or if there is a force majeure event. When financing is used for trading, the loan carries risk if, among other things, the value of your Digital Tokens drops. If the value of your Digital Tokens drops below a certain level, you are responsible for responding to this market circumstance with Fiat or additional Digital Tokens satisfactory to Bitfinex. Failure to respond promptly can result in the forced liquidation of Digital Tokens in your Digital Tokens Wallet. Bitfinex cannot guarantee to stop losses even with the ability to force-liquidate any of your positions (due to, for example, market volatility and liquidity). Bitfinex will not be and is not responsible for any Financing Provider losing Fiat funds, or Digital Tokens to any Financing Recipient on the Site or for any Losses incurred by a Financing Recipient or any other party on the Site.
There is no guarantee against Losses on the Site. You may lose more than is in your Digital Tokens Wallet if you engage the Services on the Site or if there is a force majeure event.
5. Role of Bitfinex: Bitfinex does not generally act as principal, counterparty, or market-maker in the transactions effected through trading on the Site or in providing financing for financed trading on the Site. However, from time to time, Bitfinex may choose to do so. When Bitfinex is transacting on the Site or Services, its orders, trades and other transactions will be treated the same as, or provided lower priority than, other user's orders, trades or other transactions. Additionally, Bitfinex administers the trading platform for the bids, offers and enforces contracts among Parties engaged in financing activities on the Site. In the event a dispute arises among parities in respect of the Services (including between parties to transactions effected through trading on the Site or financing for financed trading on the Site), Bitfinex may, at its sole discretion, suspend the provision of Services to you, in whole or in part, pending resolution of the dispute. You hereby irrevocably appoint Bitfinex to act as your exclusive agent in respect of any contract on the Site in which you are a Financing Recipient. Specifically, you hereby grant Bitfinex agency, and you authorize and instruct Bitfinex: to implement, levy, monitor, and maintain a lien on all Fiat amounts and Digital Tokens in your name or control in any Digital Tokens Wallet on the Site in favor of one or more Financing Providers (a “Lien”); and, to liquidate any Digital Tokens or Fiat in your name or control in any Digital Tokens Wallet if necessary to ensure that any Financing Provider on the Site from whom you have obtained financing is repaid in full. From time to time, for certain users of the Services, Bitfinex may offer account support services (“Account Management”). Account Management will be considered a part of the Services and will be subject to these Terms of Service. Bitfinex may elect to discontinue Account Management at any time, for any reason, and on any or no notice to you. Account Management will normally be provided remotely and is generally available to discuss technical issues and help you achieve your technical objectives in connection with your use of the Services. Account Management is not, and should never be considered to be advice regarding entering into any particular transaction in connection with the Services.
6. Satisfaction of Liens: If and when you seek to remove all of your Digital Tokens and Fiat funds from your Digital Tokens Wallet and there is a Lien outstanding against any of your Fiat funds or Digital Tokens, Bitfinex may satisfy the Lien. Aside from the Lien, you agree neither to create nor to have outstanding any security interest whatsoever over any of your Digital Tokens and Fiat funds in your Digital Tokens Wallet.
7. Withdrawals and Deposits: Bitfinex reserves the right to process and send withdrawals from your Digital Tokens Wallet using Fiat or any one or more Digital Tokens even if you initiate the withdrawal in a different Digital Token or Fiat. In the course of processing and sending any withdrawals in Fiat or one or more Digital Tokens, or when processing and receiving deposits, Digital Tokens Wallet, Bitfinex may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Bitfinex to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Bitfinex from any liability, error, mistake, or negligence related thereto.
8. Liquidations and Losses: If the value of your Digital Tokens drops below a certain level or your positions pose a serious threat to the proper functioning of the Digital Tokens market, this may result in certain actions taken by Bitfinex that are adverse to you. First, Bitfinex at all times reserves the right to force-liquidate the Digital Tokens in your Digital Tokens Wallet. Where this occurs, your Digital Tokens will be seized by Bitfinex and used to repay any outstanding amounts due to your Financing Providers. Second, where (i) you have negative equity, (ii) Bitfinex determines in its sole discretion that, upon liquidation, you would likely have negative equity—that is, you fall below a certain maintenance requirement in one or more of your positions, or a combination of two or more of your positions, or (iii) Bitfinex determines in its sole discretion that one or more of your positions, or a combination of two or more of your positions pose a serious threat to the proper functioning of the Digital Tokens market including to the price of Digital Tokens, Bitfinex reserves the right to seize, take over, and assume all of your liabilities and collateral and to dispose of one or more of your positions, or to retain one or more of them, at a profit or loss, at Bitfinex’s risk and expense. In addition, in this second scenario, if the sum of all your margin positions exceeds a certain value as set out in the Fee Schedule, you may be charged an additional fee, as set out in the Fee Schedule. Further to your responsibility for all trading and financing activity and inactivity on the Site, any action may be taken by Bitfinex pursuant to this paragraph at any time with or without notice to you, in Bitfinex’s sole discretion.
9. Inactivity Fee: Where you have not traded on the Site or engaged in any funding activity on the Site for an uninterrupted period of one year, Bitfinex thereafter reserves the right to charge and obtain from you an inactivity fee of $5.00 per month, with or without notice to you. This fee will be taken from the Digital Tokens and other property that you hold on the Site. This amount and the conditions relating to this fee may be updated from time to time in the Fees Schedule.
10. User Submissions: The Site or certain Services may contain member profile pages, forums, groups, and other interactive features that allow users to post, submit, publish, display, or transmit to other users’ content or materials (collectively, “User Submissions”) on or through the Site. You hereby grant Bitfinex and its Affiliates a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. You agree that you are responsible for, and indemnify and save and hold harmless Bitfinex and its Associates from, any User Submissions you submit or contribute, and you, not Bitfinex or its Associates, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Bitfinex and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by you or other users of the Site.
11. Resolution of Disputes:
11.1. If you are a BFXWW Customer, any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Tokens Wallet, the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Bitfinex.
11.2. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
11.3. You and Bitfinex agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Bitfinex user cannot and may not affect any other Bitfinex users.
11.4. If you are a BFXNA Customer, any dispute, claim or controversy arising out of or relating to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Tokens Wallet, the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to and finally resolved by confidential arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non Administered Arbitration, as amended from time to time (the “CPR Rules”). The interpretation and enforceability of this arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Issues of arbitrability and enforceability of this arbitration provision shall be decided by the arbitrator in the first instance. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The seat or legal place of the arbitration shall be San Diego, California, unless otherwise agreed by the parties. The language of the arbitral proceedings shall be English. You agree to the appointment of a single arbitrator selected in accordance with the CPR Rules. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in court. For claims less than $15,000, BFXNA shall reimburse you for all initiating filing fees that are in excess of fees you would have paid if you were proceeding in court, provided however, should you be deemed to be the losing Party, the filing fees reimbursed by BFXNA shall be added to the final arbitrator’s costs and fees award. The prevailing Party shall be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs. You and Bitfinex agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Bitfinex user cannot and may not affect any other Bitfinex users.
12. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
13. Prohibited Uses: You may not:
13.1. use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
13.2. use the Site or any Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose Bitfinex to liability for any Services furnished or offered to you or your Digital Tokens Wallet(s) or Digital Tokens Address(es) under these Terms of Service;
13.3. use the Site or any of the Services, or any financial services of a U.S. Financial Institution, whether or not an Associate of Bitfinex, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
13.4. use the Site or any Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;
13.5. trade or obtain financing on the Site, or use any Services, with anything other than Fiat funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
13.6. use the Site or any Services to interfere with or subvert the rights or obligations of Bitfinex or the rights or obligations of any other Site user or any other Person;
13.7. post, submit, publish, display, or transmit any User Submission that violates the Terms of Service or the rights of any Person, including, but not limited to, the intellectual property rights of any Person;
13.8. trade using misleading or inaccurate information presented to the Site or to Bitfinex or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
13.9 use the Site or any Services to engage in conduct that is detrimental to Bitfinex or to any other Site user or any other Person;
13.10 use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in the Site or any Digital Token market with the intent of creating the false impression of market depth or market interest;
13.11 falsify any Digital Tokens Wallet, Digital Tokens Address, Site registration, exchange, or administration details provided to Bitfinex or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
13.12 post, submit, publish, display, or transmit any User Submission that is likely to deceive any Person;
13.13 falsify or materially omit any information or provide misleading or inaccurate information requested by Bitfinex or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Services to you;
13.14 cause injury to, or attempt to harm, Bitfinex, any of its Associates or any Person through your access to the Site or any Services, including, but not limited to, posting, submitting, publishing, displaying, or transmitting any User Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
13.15. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
13.16. give the impression that a User Submission emanates from or is endorsed by Bitfinex or its Associates or any other Person if that is not the case;
13.17 have more than one registered identity on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Tokens Wallets or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of Bitfinex;
13.18 where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Services using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
13.19. post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of Bitfinex or its Affiliate;
13.20 utilize a Digital Tokens Wallet, any Services or the Site for the financial or other benefit of a Prohibited Person; or
13.21 violate, promote, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use as described in this paragraph shall constitute a “Prohibited Use”. If Bitfinex determines or suspects that you have engaged in any Prohibited Use, Bitfinex may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, removing or declining to post any User Submissions you provide, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that you have on the Site; and, suspending or terminating your access to any Services or Fiat funds, property, or Digital Tokens from any Digital Tokens Address or Digital Tokens Wallet. Bitfinex may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by Bitfinex or any of its Associates, you shall pay an amount to Bitfinex or the Associate so as to render Bitfinex or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on Bitfinex or the Associate.
14. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: Bitfinex is committed to providing safe, compliant, and reputable services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, Bitfinex insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify that you are not a Prohibited Person and are not utilizing a Digital Tokens Wallet for the benefit of a Prohibited Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Bitfinex or any of its Associates. Additionally, Bitfinex may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Bitfinex. You agree to provide promptly any documentation, information, or records requested by Bitfinex at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership and control. Bitfinex needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Bitfinex hereby expressly reserves the right to keep such information, documentation, and records. Based on documentation, information or records provided by you, requested by Bitfinex, or otherwise available, Bitfinex in its absolute and sole discretion may determine that you are a BFXWW Customer or BFXNA Customer. Additionally, Bitfinex monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with Bitfinex or abandon your application to have a Digital Tokens Wallet. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you, your Affiliates, of any of Bitfinex’s Associates.
Bitfinex reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Services, or the creation or administration of any Digital Tokens Wallet for or with, any user for any reason (or for no reason) at any time, including, but not limited to, the provisions of paragraphs 13 and 16, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, including, but not limited to, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Panama, Serbia, Trinidad and Tobago, Yemen and Zimbabwe); (v) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vi) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (vii) Person that Bitfinex determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and (viii) Person that fails to meet any user due diligence standards, requests, or requirements of Bitfinex, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Digital Tokens Wallet, Bitfinex may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Bitfinex has the absolute discretion to suspend or terminate Services to you immediately.
15. Intellectual Property:
15.1 The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by Bitfinex under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from Bitfinex or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
15.2 Unless otherwise indicated, all materials on the Site are used by Bitfinex under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from Bitfinex or the third-party owner;
15.3 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage Bitfinex’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Bitfinex’s part without prior, express, written consent;
15.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by Bitfinex. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms of Service; and
15.5 The Site and Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms of Service are reserved. Except as expressly authorized by Bitfinex, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Services; (c) “frame” or “mirror” all or any part of the Site or Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of Site or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Services, or (iii) copy any ideas, features, functions, or graphics of all or any part of the Site or Services.
16. Your Representations & Warranties: You represent and warrant to Bitfinex on the date of your acceptance or deemed acceptance of these Terms of Service and each day on which you utilize or access the Services, in each case with reference to the facts and circumstances existing at such date, as follows:
16.1 that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
16.2 that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
16.3 that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by paragraph 2 of these Terms, and that you are not otherwise prohibited by applicable Laws from using the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms of Service and the Services;
16.4 that you will not use the Site or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
16.5 that you will not trade, obtain financing or otherwise transact on the Site or use any Services with anything other than Fiat funds, or Digital Tokens that have been legally obtained by you and that belong to you;
16.6 that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Services conducted under these Terms of Service, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;
16.7 that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as Bitfinex may reasonably determine;
16.8 that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
16.9 that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
16.10 that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Tokens Wallet or Digital Tokens Address, that is likely to result in you or your Associates becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, or Digital Tokens Address, or engaging in any transaction on the Site from a Prohibited Jurisdiction; or (iv) a Government or Government Official of a Prohibited Jurisdiction;
16.11 that neither you nor any of your Associates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any Digital Tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
16.12 that you will not falsify any Digital Tokens Wallet or registration or administration details provided to Bitfinex;
16.13 that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Bitfinex in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Bitfinex becomes incorrect or outdated, including, but not limited to, information relating to your beneficial ownership, you will promptly provide corrected information to Bitfinex;
16.14 that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Digital Tokens Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Tokens Wallet and to keep such Digital Tokens Wallet and the access to the Site out of the reach of other Persons;
16.15 that you acknowledge and agree that Fiat, Digital Tokens or other property reflected in your Digital Tokens Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of Bitfinex;
16.16 that you acknowledge and agree that any trading or other instructions received or undertaken through your login credentials or from your authorized e-mail address on file with Bitfinex are deemed to be valid, binding, and conclusive, and that Bitfinex may act upon those instructions without any liability or responsibility attaching to it;
16.17 that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon;
16.18. that you own or control all rights in and to your User Submissions and have the right to grant the licenses granted above to Bitfinex, its Affiliates and their respective licensees, successors, and assigns;
16.19. that Bitfinex and its Associates’ use of the User Submissions in connection with the Services does not and will not infringe the rights of any other person or violate applicable laws or regulations;
16.20. that all of your User Submissions comply with these Terms of Service; and
16.21 that you will accurately and promptly inform Bitfinex if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
17. No Representations and Warranties by Bitfinex: Bitfinex makes no representations, warranties, or guarantees to you of any kind and, to the extent permitted by applicable Laws, Bitfinex expressly disclaims all representations, warranties or guarantees, express, implied or statutory, with respect to the Site and the Services. The Site and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Bitfinex may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
18. Third-Party Services: Bitfinex and its Affiliates contract with Persons to provide certain data, information, insights, analysis, and articles that are made available through the Site and the Services, and may also provide links to third-party websites or services that are not under the control of Bitfinex or its Associates (such information and services collectively, “Third-Party Services”). In addition to the Terms of Service, you may be bound by any additional terms required by providers of Third-Party Services. Bitfinex and its Associates make no representations about, and accept no liability for, any Third-Party Services. Bitfinex and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.
19. No Advice: Bitfinex does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.
20. Limitation of Liability and Release: Important: Except as may be provided for in these Terms of Service, Bitfinex assumes no liability or responsibility for and shall have no liability or responsibility for any Losses directly or indirectly arising out of or related to:
20.1. these Terms of Service;
20.2. the Site, and your use of it;
20.3. the Services, and your use of any of them;
20.4. any information or materials available through the Site, whether originating from Bitfinex, its Associates or any other Person;
20.5 the real or perceived value of any currencies or Digital Tokens traded or utilized on the Site, or the price of any Digital Token displayed on the Site at any time;
20.6 any inaccurate, misleading, or incomplete statement by Bitfinex or on the Site regarding your Digital Tokens Wallet, whether caused by Bitfinex’s negligence or otherwise;
20.7 any failure, delay, malfunction, interruption, or decision (including, but not limited to, any decision by Bitfinex to vary or interfere with your rights) by Bitfinex in operating the Site or providing any Service;
20.8 any stolen, lost, or unauthorized use of your Digital Tokens Wallet information, any breach of security or data breach related to your Digital Tokens Wallet information, or any criminal or other third-party act affecting Bitfinex or any Associate; or,
20.9 any offer, representation, suggestion, statement, or claim made about Bitfinex, the Site, or any Service by any Associate.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
21. No Waiver; Available Remedies: Any failure by Bitfinex to exercise any of its rights, powers, or remedies under these Terms of Service, or any delay by Bitfinex in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Bitfinex does not prevent either from exercising any other rights, powers, or remedies. The remedies of Bitfinex are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms of Service, or by law or equity. You agree that the remedies to which Bitfinex is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Terms of Service and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that Bitfinex would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Digital Tokens, or your interests therein, that are held by Bitfinex or any of its Associates.
22. Force Majeure: Bitfinex is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Bitfinex is excused from any and all performance obligations under these Terms of Service.
23. Assignment: These Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Bitfinex. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by Bitfinex without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void. Subject to the foregoing, these Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Bitfinex. None of the provisions of these Terms of Service, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Bitfinex or any other persons, except (a) such as inure to a successor or assign in accordance herewith and (b) that the Associates of Bitfinex are intended third party beneficiaries of the rights and privileges of Bitfinex hereunder and shall be entitled to enforce such rights and privileges as if in direct privity under these Terms of Service, subject to the conditions and limitations hereof including, but not limited to, those relating to the resolution of disputes.
24. Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.
26. Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Bitfinex may provide in connection with these Terms of Service through publication on any part of the Site or to your authorized e-mail address on file with Bitfinex. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms of Service may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms of Service.
27. Reporting Suspected Violations: If you encounter activity or materials on the Site or the Services that you believe violate these Terms of Service, please report the suspected violation at [email protected]. Bitfinex and its Affiliates have a process to investigate such reports and will take such action as it deems appropriate.