BTC Terms of Service

These Terms of Service (“Terms”) apply to your access to and use of (i) the websites located at b.tc, bitcoinmagazine.com, bitcoinforcorporations.com (or any successor links) and all associated subdomains, web pages, websites, and social media pages, and any other sites that we link to these Terms from (collectively, the “Site”) provided by BTC Inc. (“BTC”, “we”, “our” or “us”), (ii) mobile applications that may be downloaded to your smartphone or tablet (each an “App”), (iii) in-person and online services (including the Site and the App, together the “Services”) and (iv) products accessible via the Site and the App (the “Products”).

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Products or Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Products or Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Products or Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Products and Services.

Section 1Eligibility and Use Restrictions

(a) Age. You must be at least 13 years old to use our Services. Users under 18 years of age (or the age of legal majority where you live) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at contact@btcmedia.org.

(b) Authorization. If you use our Products or Services on behalf of another person or entity, (a) all references to “you” throughout these Terms (other than in this Section 1(b)) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.

Section 2Your Information

You may provide certain information to BTC in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from BTC via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to BTC in connection with the Services is accurate.

For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

Section 3Accounts

You must create an account with BTC in order to use some or all of our Services. If you create an account with us, you must: (a) not share or permit others to use your individual account credentials; (b) promptly update any information contained in your account if it changes; (c) use a strong password for your account that is unique to our Services and not used by you in any other website or online service; (d) maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission; and (e) not create or maintain more than one account with us, unless we expressly authorize you to do so. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

Section 4User Content

(a) Our Services may allow you and other users to create, post, store, and share content, including reviews, messages, text, photos, videos, software, and other materials (collectively, “User Content”). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.

(b) Except for the license you grant below, as between you and BTC, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. Unless we indicate a different license applies to your submission of User Content, you grant BTC and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. To the fullest extent permitted by applicable law, you hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.

(c) You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose BTC or others to any harm or liability of any type.

(d) Enforcement of this Section 4 is solely at BTC’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 4 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.

(e) We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
• Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
• Take any action with respect to your User Content that is necessary or appropriate, in BTC’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect BTC’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

Section 5Prohibited Conduct

(a) You will not use our Services if you are not eligible to use our Services in accordance with Section 1 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:

• Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
• Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
• Use or attempt to use another user’s account or information without authorization from that user and BTC;
• Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell or resell our Services or any Recurring Subscription;
• Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robots.txt file and only to compile for search results, provided that BTC grants to the operators of public search engines permission to use spiders to copy materials from the Site or App for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. BTC reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
• Develop or use any applications or software that interact with our Services without our prior written consent;
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by BTC;
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms;
• Use our Services to collect market research or competitive intelligence for the benefit of a business that competes with BTC; or
• Take any action that involves or results in the wrongful seizure or receipt of any digital assets, including any Digital Products or other tokens.

(b) Enforcement of this Section 5 is solely at BTC’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.

Section 6Product Listings

The Site may make available listings, descriptions, and images of Products, as well as references and links to Products and coupons or discounts for Products (“Listings”). We attempt to ensure that any such Listings are complete, accurate, and current, but despite our efforts, the Listings may occasionally be inaccurate, incomplete, or out-of-date. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such Listings (including any features, specifications, and prices contained therein). Such Listings and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. Certain weights, measures, and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Products, including the applicable colors; however, the actual colors you see will depend on your device, and we cannot guarantee that your device will accurately display such colors.

Section 7Terms of Sale

By purchasing a Product through the Site, you agree to the terms set forth in this Section 7.

(a) Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process on the Site (the “Territory”). We make no promise that Products available on the Site are appropriate or available for use in locations outside the Territory.

(b) Restrictions. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.

(c) Price. Prices shown on the Site exclude all taxes or charges for shipping and handling. Taxes and shipping and handling costs will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices on the Site are subject to change at any time without notice. If we do not collect taxes on a transaction, you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase from the Site.

(d) Payment. If you wish to make a transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your Wallet (as defined below), your billing address or Wallet Address (as defined below), and your delivery information, to us or our payment processors. You represent and warrant that you have the right to use any payment method that you submit in connection with a transaction. We may receive updated information from your issuing bank or our payment service provider about any payment method you have stored with us. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms. Verification of information may be required prior to the acknowledgment or completion of any transaction. You will pay all charges incurred by you or on your behalf through the Site, at the prices in effect when such charges are incurred, including all taxes and shipping and handling charges applicable to your transactions. In the event legal action is necessary to collect on balances due, you will reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses.

(e) Subscriptions. You may be permitted to enroll in an automatically renewing subscription (a “Recurring Subscription”) for certain Services and Products. If you enroll in a Recurring Subscription, you authorize BTC to maintain your account and payment information and charge that account automatically upon the renewal with no further action required by you until you cancel. The length of your Recurring Subscription will be provided when you make your purchase. Your Recurring Subscription will automatically renew for the same period unless you cancel it. In the event that BTC is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, BTC may in its sole discretion (i) bill you for amounts due and suspend your access to the Products or Services until payment is received or (ii) seek to update your account information through third-party sources (e.g., your bank or a payment processor) to continue charging your account as authorized by you. You may cancel your Recurring Subscription by following the instructions we provide when you enroll. You may cancel a Recurring Subscription at any time, but if you cancel your Recurring Subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to your Recurring Subscription benefits through the end of your current subscription period. BTC may change the prices charged for Recurring Subscriptions at any time by posting updated pricing through the Services; provided, however, that the prices for your Recurring Subscription will remain in force for the duration of the subscription period for which you have paid. After that period ends, your Recurring Subscription will renew at the then-current subscription price. If you do not agree to these price changes, you must cancel your Recurring Subscription within the timeframe indicated in the cancelation instructions we provide. If you do not cancel, your Recurring Subscription will automatically renew at the then-current price at the time of renewal and for the same duration as the initial subscription term, and BTC will charge your on-file payment card or method on the first day of the renewal of the subscription term.

(f) Order Confirmation; Acceptance. You will have the opportunity to review and confirm your order, including delivery information, payment method, and other details of your order. Although we may confirm orders by email, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product. We will display or send a notice when we ultimately accept your order, and our acceptance will be complete at the time we display or send the formal acceptance notice. Payment must be received by us before our acceptance of an order.

(g) Shipping and Delivery. Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions set forth in these Terms or otherwise contained on the Site. You will pay all shipping and handling charges specified during the ordering process. All transactions for physical Products are made pursuant to a shipment contract and, as a result, risk of loss and title for physical Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers or insurers for damaged and/or lost shipments. Any shipping dates provided are approximate and not guaranteed. We are not liable for any delays in shipments.

(h) Order Delays; Cancellation. We reserve the right to delay, refuse, or cancel any order prior to delivery. For example, if there is a pricing error in a Listing or an error related to Product availability, we may correct the error by charging you the correct price or we may cancel your order. We will attempt to contact you if any portion of your order is canceled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.

(i) Returns, Refunds and Exchanges. All sales are final unless the quality or features of the Product you receive do not match the manufacturer’s description. In the event you receive a Product that is eligible for a refund or exchange, please contact us at contact@btcmedia.org and provide photographic evidence of the defect, damage, or discrepancy so that we may evaluate your request. This Section 7(i) applies only to Products sold directly by BTC. It does not apply to any Marketplace Product sold by a Seller (each as defined below), which is not eligible for return, refund, or exchange under this Section 7(i); any request for a return, refund, or exchange of a Marketplace Product must be directed to, and resolved directly with, the applicable Seller.

(j) Reservation of Rights. BTC reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on honoring coupons, discounts, or similar promotions; to bar any user from making any transaction; to alter the payment option for Products; and to refuse to provide any user with any Product.

(k) Currency Denomination. All prices for Products displayed on the Site are denominated in U.S. dollars, regardless of whether you elect to pay using bitcoin, another digital asset, or any other alternative payment method. If you pay using bitcoin or another digital asset, the amount charged will be determined by reference to the U.S. dollar price in effect at the time of your transaction. Any refund owed to you will likewise be calculated and issued based on the U.S. dollar price in effect at the time of your original purchase, and not by reference to the value of any digital asset used for payment, even if that value has since changed.

Section 8BTC Marketplace

(a) Marketplace Products. This Section 8 governs any Product sold through the marketplace functionality of the Site (a “Marketplace Product”). Except as expressly stated otherwise in this Section, the terms of this Section 8 apply to Marketplace Products in lieu of the terms applicable to Products generally. For the avoidance of doubt, the indemnification provisions of Section 18 and the limitation of liability provisions of Section 20 apply to your purchase or sale of Marketplace Products, your use of the marketplace functionality of the Site, and any transaction between Sellers and Buyers.

(b) Roles of the Parties. The marketplace functionality of the Site enables third-party sellers (each, a “Seller”) to list Marketplace Products for sale and enables purchasers (each, a “Buyer”) to purchase Marketplace Products from such Sellers. BTC provides the platform technology that facilitates transactions between Sellers and Buyers. BTC is not a party to any agreement or transaction between a Seller and a Buyer. Your interactions and transactions with any Seller or Buyer through the Site are solely between you and that Seller or Buyer.

(c) Listing; Sales Formats. Sellers may list Marketplace Products for sale in a fixed-price or auction format. Sellers control the specifics of the sale, including, without limitation, the price and the duration of the listing.

(d) Buyer Collateral. If you wish to participate in an auction for a Marketplace Product as a Buyer, you may be required to deposit a certain fixed amount or percentage of your bid as collateral (“Buyer Collateral”). The amount of applicable Buyer Collateral will be made known to you when you place the bid. If you are not the winning bidder for an auction, your Buyer Collateral will be transmitted back to you using the instructions you provide at the end of the auction, subject to these Terms and applicable law. If you are the winning bidder for an auction, your Buyer Collateral will be applied against, and will reduce, the winning bid price due from you, and you will be required to pay the remaining balance of the winning bid price in accordance with Section 8(e) below. If you are the winning bidder and do not pay in full the winning bid price (including any remaining balance after application of your Buyer Collateral) for the applicable Marketplace Product, you will forfeit your Buyer Collateral.

(e) Payment Process. BTC receives payment from the Buyer on behalf of the Seller and holds the funds until the applicable transaction is completed. Upon completion of the transaction, BTC will remit payment to the Seller less any applicable deductions.

(f) Transaction Fees. Unless you and BTC have entered into a separate, signed agreement governing your participation as a Seller, BTC charges Sellers a transaction fee for use of the marketplace functionality of the Site (the “Transaction Fees”). The applicable Transaction Fees will be made known to the Seller when they list a Marketplace Product for sale on the Site. The Seller authorizes BTC to deduct the applicable Transaction Fees from the funds held on the Seller’s behalf before remitting the balance to the Seller. All fees charged by BTC under this Section 8 are non-refundable, except as determined by BTC in its sole discretion. BTC reserves the right to change its fees or add additional fees at any time.

(g) Marketplace Product Delivery. Physical goods purchased through the marketplace will be shipped by BTC in accordance with the shipping and delivery provisions of Section 7(g) or by the applicable Seller. Digital Products purchased through the marketplace will be delivered in accordance with Section 9.

(h) Shipping and Insurance. Buyers are responsible for (i) all applicable taxes, duties, and assessments; and (ii) for Marketplace Products that are not Digital Products, any shipping fees or optional insurance fees chosen and made known at the time of purchase. Please be advised that optional insurance may only cover the cost of goods that are lost in transit, and it may not cover any costs related to tampered or damaged goods.

(i) Seller Taxes. Sellers are responsible for all taxes that are due on any amounts received from BTC. To the extent that a tax authority asserts or BTC determines that the Seller or BTC may be responsible for taxes that were not collected, including taxes not collected because a Marketplace Product Listing was inaccurate or in violation of these Terms, BTC may deduct those taxes from future remittances to the Seller or collect those taxes directly from the Seller. If BTC withholds taxes, BTC will deduct them from amounts owed to the Seller and pay the proper tax authorities. BTC will provide a receipt for any withholding taxes.

(j) Tax Forms. Sellers must provide BTC or a third-party payment provider designated by BTC with their payment account information and a completed Form W-9 (if applicable) along with any other tax information identified by BTC. Seller represents and warrants that all tax information provided in connection with these Terms is accurate, and will inform BTC or its designated payment provider if any of the information provided changes. If Seller does not provide full and complete information as required by this section, BTC may withhold remittance of funds to Seller.

(k) Title Transfer; Contract Formation. Marketplace Products are sold by the applicable Seller, not by BTC. BTC does not transfer legal title to, or ownership of, any Marketplace Product; any transfer of title in a Marketplace Product occurs directly between the Seller and the Buyer in accordance with applicable law. You enter into a legally binding contract to purchase a Marketplace Product at the time your bid or offer to purchase is accepted, or at the time you otherwise commit to purchase the Marketplace Product, as applicable.

Section 9Digital Products

(a) Digital Product. You may be permitted to access Products that are delivered exclusively in electronic form (“Digital Products”), including non-fungible tokens or other digital tokens. Except as expressly stated otherwise in this section, the terms of this section are in addition to, and not in lieu of, the terms applicable to Section 8 (BTC Marketplace) and to Products generally.

(b) Wallet Requirement and Delivery. To purchase a Digital Product, you must provide a valid email address and a Wallet Address. “Wallet Address” means the unique public address associated with your Wallet, and “Wallet” means a software or hardware application, service, or device that you use to store, manage, send, or receive Digital Products. Delivery of a Digital Product occurs when the token associated with the Digital Product is transferred to the Wallet Address you provide, as confirmed via the blockchain network that BTC designates (the “Supported Network”), such as the Bitcoin Network or Lightning Network. In some cases, BTC may take temporary custody of a token associated with a Digital Product to facilitate delivery on behalf of the applicable Seller, but BTC does not thereby take title to, or ownership of, such token. You are solely responsible for the accuracy of the email address and Wallet Address you provide, and BTC has no liability for any Digital Product that is misdelivered, or that cannot be delivered, due to an inaccurate, incomplete, or outdated email address or Wallet Address. BTC also has no liability for any delay in, or failure to complete, the delivery of a Digital Product due to lack of Seller cooperation or the unavailability, congestion, downtime, or other performance issues of the Supported Network, your Wallet, or any other third-party technology or infrastructure outside BTC’s reasonable control. Delivery timeframes for Digital Products are not guaranteed.

(c) Sales Final; Exclusion from Returns Policy. Transactions involving a Digital Product are conducted and confirmed via the Supported Network, as applicable. Once a transaction has been confirmed on the applicable network, it cannot be reversed. Accordingly, Digital Products are excluded from, and are not eligible for return, refund, or exchange under Section 7(i) above. Except as required by applicable law, all sales of Digital Products are final and nonrefundable.

(d) Usage Rights and Ownership. You may use the content underlying a Digital Product solely for your own personal, non-commercial use, unless the applicable product description states otherwise or you are expressly permitted to do otherwise under a separate agreement with the applicable Seller. Subject to those exceptions, you will not exploit such content, or any portion of it, for any commercial purpose. Additionally, you will not sell, sublicense, rent, lease, grant a security interest in, or otherwise transfer any reproduction of such content to any other party in any manner that is inconsistent with the terms of this section. BTC does not adjudicate disputes regarding the ownership, authenticity or usage rights of any Digital Product.

(e) Assumption of Risk. You acknowledge that a Digital Product, including any associated token, may be volatile in value and has no inherent or intrinsic value, and BTC does not guarantee that any Digital Product will retain its original value. You further acknowledge the inherent risks of using blockchain networks and Wallets, including risks relating to hardware, software, and internet connectivity failures; malicious software; and unauthorized third-party access to your Wallet.

(f) Age; Data; Restrictions; Dependencies; Availability. You must be at least 18 years of age (or the age of legal majority where you live) to access, purchase, hold, or use any Digital Product. BTC may collect information about you in connection with a Digital Product, including your email address, Wallet Address, and transaction data recorded on the Supported Network, which may be publicly visible given the nature of blockchain networks; see our Privacy Policy for details. You will not reverse engineer, modify, or create derivative works from a Digital Product, scrape data relating to a Digital Product, or develop software that interacts with a Digital Product or the Supported Network without BTC’s prior written consent. Digital Products depend on third-party technologies, including the Supported Network and your Wallet, which are outside BTC’s control and may not always operate reliably; you are responsible for the connectivity, hardware, and Wallet needed to access them. Digital Products are provided “as available,” and BTC does not warrant uninterrupted, timely, or error-free access or delivery.

Section 10BTC Events

(a) BTC Events. BTC may make available in-person events, including BTC’s Annual Bitcoin Conference and other in-person events (collectively, “BTC Events”), which constitute part of the Services as defined in these Terms. Accordingly, all references to “Services” throughout these Terms include BTC Events, and these Terms apply to your attendance at and participation in BTC Events. By visiting a BTC Event website and/or participating in a BTC Event, you agree to all the terms contained therein, and are legally bound by them.

(b) Code of Conduct. By attending a BTC Event, you agree to comply with BTC’s Code of Conduct and any other rules or policies that BTC provides in connection with the applicable BTC Event, including any rules or policies of the host venue (collectively the “Code of Conduct”). In addition, professional decorum is expected at all times during BTC Events, and lack of decorum, determined at the sole discretion of BTC, is a basis for participation to be terminated. Lack of decorum includes, but is not limited to: hate speech, inflammatory statements, fraudulent or misleading conduct, foul language including racial or gender-based slurs, sexual solicitation, unlawful discriminatory conduct, overly aggressive behavior, and slanderous, libelous or defamatory statements. In addition, the following are not permitted at BTC Events: overt intoxication or illegal drug use, pets other than documented service animals, underage drinking, weapons or incendiary objects which may be confiscated at our discretion, unaccompanied attendees under the age of 13, attendees between the ages of 13-17 without consent of a parent or legal guardian, distribution of flyers or other items without express written permission, intentional damage to landscape, buildings, interiors, or contents.

(c) Refund Policy. We do not offer ticket refunds. All sales are final. No refunds will be issued on account of denied travel visas. You assume all risks associated with a travel visa being declined, not received in time for the BTC Event, or all other travel or visa related issues preventing attendance.

(d) Social Media Policy. The purpose of our social media accounts is to provide a platform for content and information sharing among a group of interested individuals. Education and innovation are at the core of our business, and we want the time you spend with us to be valuable. Our goal is to create a safe environment for building relationships, free from judgment, harassment and discrimination. For that reason, our Code of Conduct applies to all participants on our platforms. By accessing and using any of our social media accounts and platforms, as well as our website, you agree to the above-stated Code of Conduct. Violations of our Code of Conduct are damaging to our community and we reserve the right to respond by blocking you from our platforms as well as BTC Events and any and all other community activities.

(e) Anti-Harassment Policy. We are dedicated to providing a harassment-free conference experience for all attendees. We do not tolerate harassment of BTC Event attendees, participants, sponsors or organizers from fellow attendees, participants, sponsors, organizers or other parties. Language and imagery that is abusive, violent and/or sexual is not appropriate at any conference venue.

Harassment includes but is not limited to offensive verbal comments about personal appearance, sexual orientation, gender, disability or religion; intimidation; following or stalking; abusive recording; disruption of conference events; inappropriate physical contact; and inappropriate attention. Participants asked to stop behavior deemed as harassment are expected to comply immediately.

Those found violating this anti-harassment policy may be expelled from the conference without a refund and at the discretion of the organizers. If you feel that you are being harassed, or notice that someone else is being harassed, during the conference, please contact a staff member or organizer immediately.

(f) ‍Exhibit Disclaimer. Exhibits displayed or presented at a BTC Event may be provided by third parties. Nothing contained in any such exhibit represents the views or opinions of the BTC Parties (as defined below). BTC does not accept liability of any kind with respect to any such exhibit or any product or service referred to therein.

(g) ‍Changes to Event. ‍You warrant that you fully understand that it may be necessary for reasons beyond our reasonable control (including, but not limited to, natural or artificial disaster, fire, flood, pandemic or other health risk, acts of God, war, government authority or regulations, terrorism or terrorist acts or threats, labor disputes, strikes, civil disorder, insurrection, communication line failures, power failures, curtailment of transportation, severe weather, explosion, or any industrial action or widespread illness) to alter the advertised content, timing, schedule and/or location of the BTC Event, or to cancel, reschedule or postpone the BTC Event for any period of time at our discretion. We reserve the right to do this at any time up to and including the day of the BTC Event, and we will not be liable to you for any cost, expenses, or loss of any kind incurred by you as a result (including, without limitation, registration, travel and accommodation expenses). You and you alone assume all risk and responsibility for your travel to and from and attendance at our BTC Events.

(h) Media Usage Policy: No Authorization to Reproduce or Distribute Content; Media Release. You warrant that you fully understand and agree that, without the prior written permission of BTC and, as applicable, any individuals photographed or recorded, you are not authorized to record, photograph, film, sound record, reproduce, market, distribute, or otherwise share or document, in any way on any platform or in any medium, any BTC Event speaker or other presentations, BTC Event floor activity, exhibits, personnel, special programming, or any other BTC Event-related content. Certain content displayed or presented at a BTC Event may be owned by third parties pursuant to contractual arrangements to which you are not a party, and nothing in these Terms grants you any license or other right to use, reproduce, or otherwise exploit any content displayed or presented at a BTC Event. If you are found recording, reproducing, or distributing BTC Event content without express written permission, you will be asked to leave the BTC Event and, as applicable, prosecuted to the fullest extent of the law. If you are a legitimate member of the media and can produce credentials to that effect, you may request permission from BTC for limited recording of content at the BTC Event, which BTC may grant in its sole discretion and on such terms as BTC deems appropriate. Following your attendance and recording in compliance with any such permission, you may further request a license from BTC should you wish to pursue distribution or commercial use of your content.

You may be recorded or photographed as a result of your attendance at a BTC Event. Your attendance is your choice and BTC is not responsible for your appearance in any third party photographs, social media posts, video, or other recorded media, nor are we responsible or liable in any way for any such content resulting from your attendance, including content which you may find offensive or harmful. In addition to the obligations in Section 18, you agree to hold the BTC Parties harmless and assume all risk of any appearance by or depiction of yourself by third parties that results from your voluntary attendance at BTC Events.

(i) Your Liability and Assumption of Risk. You agree and acknowledge that you are participating in the BTC Event and associated activities by choice and are fully aware that physical or other injury or loss might occur as a result of participation in this BTC Event. You agree to assume all risk as well as full responsibility for yourself. You, and only you, are responsible for any and all injury, loss, or damage that results from participation in BTC Events and you agree to hold harmless and waive all liability of BTC Parties (as defined in Section 18). If you choose to participate in any activity that poses elevated risk, you may be asked to sign an additional waiver and/or for proof of age, parental permission, or other eligibility requirements. You may not participate in these activities without executing any required documentation releasing and holding harmless BTC from any and all liability, which you are choosing to assume. BTC is not responsible and you assume all risk for your personal or business property and you agree to hold BTC harmless in the event any personal or business property is damaged, stolen, or misplaced.

(j) No Non-Sponsored Promotions, Contests, or Giveaways. All marketing and promotional activity at the BTC Event requires permission of BTC. This includes but is not limited to giving away and receiving flyers and other free information, giving away and receiving physical product of any kind, contests and contest participation, and/or promotional branding. You agree not to engage in such activity and agree that BTC has full authority to remove you from the BTC Event, temporarily or permanently, should you violate these terms.

(k) Miscellaneous. You may be required to present ID upon admission to certain BTC Events, including events that serve alcohol and other age-restricted events, and will not be allowed to enter without proper ID. You may be searched at the discretion of staff or security at the BTC Event, in our sole discretion. BTC reserves the right to require you leave any BTC Event for any violation of these Terms.

Section 11Promotions

Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.

Section 12Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and Products, and all intellectual property rights therein and thereto, are owned by BTC or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services and intellectual property rights in the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal or internal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.

Section 13Trademarks

BTC Inc., Whale Pass, Bitcoin Magazine, and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of BTC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Products or Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

Section 14Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about BTC or our Products or Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, or Products or Services, or to improve or develop new products, services, or the Products or Services in BTC’s sole discretion. BTC will exclusively own all improvements to, and any new, BTC products, services, Products, or Services developed based on any Feedback. You understand that BTC may treat Feedback as nonconfidential.

Section 15Repeat Infringer Policy; Copyright Complaints

(a) Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

(b) Reporting Claims of Copyright Infringement. If you believe that any content on our Products or Services infringes any copyright that you own or control, you may notify BTC’s designated agent as follows:

For claims in the United States, please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective.

For claims outside of the United States, please provide (i) identification of the copyrighted work claimed to have been infringed, (ii) identification of the material that is claimed to be infringing, (iii) your contact details, (iv) declaration that you in good faith believe that the use is not authorized by the copyright owner, and (v) any other information and declarations that may be required of you under local law.

If you knowingly materially misrepresent that any activity or material on Digital Products or the Services is infringing, you may be liable to BTC for certain costs and damages.

Section 16Third-Party Content

(a) Our Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.

(b) Specifically, certain items of independent, third-party code may be utilized in connection with the Digital Products or Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

(c) We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.

(d) We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through the Digital Products or our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Digital Products and Services.

(e) Third-Party Directories and Peer-to-Peer Transactions. From time to time, we may make available a directory, marketplace, or similar feature through which independent third-party merchants, service providers, or other participants (each, a “Directory Participant”) may list products, services, promotions, or offers, and through which you may connect, communicate, or transact directly with a Directory Participant, including on a peer-to-peer basis. BTC is not a party to, and has no control over, any transaction, agreement, or dispute between you and a Directory Participant, and any such transaction, agreement, or dispute must be resolved directly between you and the applicable Directory Participant. BTC does not endorse, support, promote, or guarantee any Directory Participant or its products, services, or offers, and your use of any such directory feature, and any resulting interaction or transaction, is solely at your own risk.

(f) Advertising and Sponsorship Content Standards. We may permit third parties to advertise or sponsor content in connection with our Services. If you submit any advertising, sponsorship, or promotional content for display on or through our Services, you must ensure it complies with all content standards, subject-matter restrictions, and minimum commitment requirements that we publish or otherwise make available to prospective advertisers or sponsors from time to time. We reserve the right to reject, require modification of, or remove any advertising or sponsorship content that does not comply with such standards or that we determine, in our sole discretion, is inconsistent with the purpose, integrity, or reputation of our Services.

Section 17Pre-General Release Offerings

As part of the Services, BTC may make available pre-general availability features, tools, or software that are identified as “Alpha,” “Beta,” “Early Access,” “Preview,” “Experimental,” or a similar designation (collectively, “Pre-General Release Offering”). You specifically acknowledge that Pre-General Release Offerings may be more prone to errors or inaccuracies. The Pre-General Release Offerings may, at any time and without prior notice, be modified, suspended, unavailable, or discontinued. BTC has no obligation to generally release versions of the Pre-General Release Offerings, and any generally released versions may have significantly different functionality than the Pre-General Release Offerings.

Section 18Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless BTC and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “BTC Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs arising out of or related to (a) your access to or use of the Products or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify BTC Parties of any third-party claims, cooperate with BTC Parties in defending such claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The BTC Parties will have control of the defense or settlement, at BTC’s sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and BTC or the other BTC Parties.

Section 19Disclaimers

Your use of our Products and Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Products, Services, and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. BTC disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, BTC does not represent or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While BTC attempts to make your use of our Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Products or Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials.

The Services are provided for general informational purposes only and do not constitute legal, tax, financial, investment, accounting, medical, or other professional advice. Your use of the Services does not create any professional-client, fiduciary, or advisory relationship between you and us or any of our affiliates, providers, or personnel. You should not act or refrain from acting based on information made available through the Services without seeking advice from a qualified professional who can consider your particular circumstances.

You assume the entire risk as to the quality and performance of the Products and Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of BTC, BTC Parties, and BTC’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.

Section 20Limitation of Liability

(a) To the fullest extent permitted by applicable law, BTC and the other BTC Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if BTC or the other BTC Parties have been advised of the possibility of such damages.

(b) The total liability of BTC and the other BTC Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to BTC for use of the Product or Services giving rise to the claim; provided, that for any claim arising out of or relating to a Digital Product purchased from a Seller through the marketplace functionality of the Site, the amount paid by you will be deemed to exclude any portion of such payment that BTC collected on behalf of, and remitted or was required to remit to, the applicable Seller, and will include only the Transaction Fees or other amounts actually retained by BTC in connection with that transaction.

(c) The limitations set forth in this Section 20 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of BTC or the other BTC Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. If you are a resident of Hong Kong, the limitations set forth in this Section 20 will additionally not limit or exclude liability for death or personal injury resulting from negligence.

Section 21Release

To the fullest extent permitted by applicable law, and as limited by Section 20(c), you release BTC and the other BTC Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Section 22Dispute Resolution; Binding Arbitration

(a) Claims This Section Applies To. This Section 22 applies to all Claims between you and BTC. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 22(c), below) between you and BTC, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, the Products or the Services, including any claims related to the use or operation of the Products or the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.

(b) Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against BTC or if BTC believes it has a Claim against you, you and BTC will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and BTC will make a good-faith effort to negotiate the resolution of any Claim for 45 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 22(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.

You must send any Claimant Notice to BTC by certified mail, addressed to BTC Inc., Attn: Legal Department, 6339 Charlotte Pike #B321, Nashville, TN, 37209 or by email to legal@btcmedia.org. BTC will send any Claimant Notice to you by certified mail or email using the contact information you have provided to BTC. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves (and not their counsel) verifying the accuracy of the contents of the Claimant Notice.

No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or BTC files an Arbitration Demand without complying with the requirements in this Section 22, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action will be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.

To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Resolution Period through the date when suit or arbitration may be filed under these Terms.

(c) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or BTC, including any disputes in which you or BTC seek injunctive or other equitable relief for the alleged unlawful use of your or BTC’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 22(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.

(d) Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 22, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If you are a “Consumer,” meaning that you only use the Products and the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and BTC. If you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and BTC.

These Terms affect interstate commerce, and the enforceability of this Section 22 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or BTC to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

(e) Arbitration Procedure and Location. You or BTC may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.

Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to BTC by certified mail addressed to BTC Inc., Attn: Legal Department, 6339 Charlotte Avenue #B321, Nashville, TN 37209, or by email to legal@btcmedia.org. BTC will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to BTC.

The arbitration will be conducted by a single arbitrator in the English language. You and BTC both agree that the arbitrator will be bound by these Terms.

For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and BTC agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

(f) Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

(g) Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

(h) Confidentiality. If you or BTC files a Claim in arbitration, you and BTC agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and BTC agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

(i) Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 22(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.

If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.

If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30) that comply with Section 22(b) to proceed in arbitration in the same manner as described in Section 22(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.

(j) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@btcmedia.org. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 22.

(k) Rejection of Modifications to this Section. You may reject any change we make to this Section 22 (except changes to notice addresses) as to you, by emailing legal@btcmedia.org within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 22. You may reject changes to Section 22 only as a whole. You may not reject only certain changes to Section 22. If you reject changes made to Section 22, the most recent version of Section 22 that you have not rejected will continue to apply.

(l) Two Years to Assert Claims. To the extent permitted by law, any Claim by you or BTC against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or BTC will no longer have the right to assert that Claim.

(m) Severability. If any portion of this Section 22 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 22 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 22; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 22 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 22 will be enforceable.

Section 23Governing Law

Any dispute, claim, or controversy that arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy that arises from or relates to these Terms is not subject to arbitration pursuant to Section 22, then the state and federal courts located in the County of Davidson, Tennessee, will have exclusive jurisdiction. You and BTC waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you, but only to the extent that local law conflicts with this section.

Section 24Modifying and Terminating Our Products or Services

We reserve the right to modify our Services or to suspend or terminate providing all or part of our Products or Services at any time; charge, modify, or waive any fees required to use the Products or Services; or offer opportunities to some or all end users of the Products or Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Products or Services, such as by sending an email or providing a notice through our Products or Services. All modifications and additions to the Products and Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by BTC in writing. You also have the right to stop using our Products and Services at any time, and you may terminate these Terms by ceasing use of our Products and Services. We are not responsible for any loss or harm related to your inability to access or use our Services.

Section 25Severability

If any portion of these Terms other than Section 22 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

Section 26Export Control

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

Section 27Miscellaneous

(a) BTC’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.

If you have a question or complaint regarding the Products or Services, please send an email to contact@btcmedia.org. You may also contact us by writing to BTC Inc., 6339 Charlotte Avenue #B321, Nashville, TN 37209. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

Section 28Additional Terms Applicable to Mobile Devices

The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).

(a) Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. BTC, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.

(b) Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.

(c) Maintenance and Support. You and BTC acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

(d) Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of BTC. However, BTC has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.

(e) Product Claims. You and BTC acknowledge that as between Apple and BTC, BTC, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.

(f) Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, BTC, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.

(g) Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:

(h) Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.

(i) Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the “Android App”) developed by Google, Inc. (“Google”):

(a) You acknowledge that these Terms are between you and us only, and not with Google.

(b) Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.

(c) Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.

(d) Google is a third-party beneficiary to the Terms as they relate to our Android App.