Onramp Bitcoin – Terms of Service

1. Definitions

For purposes of the Agreement:

Access Control List means the access control list executed by Client. 

Account has the meaning given in Section 4.1.

Account Manager has the meaning given in Section 6.10.

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

Agreement has the meaning given in the preamble.

AML has the meaning given in Section 5.

Arbitration Agreement has the meaning given in Section 10.4.

Authorized Representative refers to (i) Client (if Client is a natural person) or (ii) the persons set forth on the Access Control List of Client. 

BitGo collectively refers to BitGo, Inc. and other affiliated entities with a “BitGo” name or brand.

BitGo Communications has the meaning given in Section 8.2.

BitGo, Inc. means BitGo, Inc., which provides access to an API through which Client may gain access to services, products and systems of BitGo, Inc. and/or its affiliates.

BitGo Prime means BitGo Prime LLC, which provides access to a proprietary electronic trading system for spot digital asset buys and sells.

BitGo Trust means BitGo Trust Company, Inc., which operates a custodial services platform through which customers may custody digital assets and fiat currency and obtain settlement services. 

BSA has the meaning given in Section 5.

Client has the meaning given in the preamble.  See Section 6.10 if Client is an entity. 

Client Tax has the meaning given in Section 8.7.

Custody Solution Services refers to services Onramp provides to Client pursuant to a Custody Solution Order Form.

Customer Agreements has the meaning given in Section8.1.

Customer Data has the meaning given in Section 8.3.

Device means any device that can access the Services such as a computer, a cellphone or a digital tablet.

Go Account has the meaning given in Section 8.1

Instruction refers to a directive initiated by Client, acting through an Authorized Representative, which directive conforms to the requirements of Onramp SOP, including, without limitation, a Transfer Initiation Request pursuant to Section 6 (Onramp Multi-Institution Custody Solution) of these Terms of Service. 

Key Partner refers to the Signing Key Partner and the Recovery Key Partner.

Key Partner SOP refers to the internal Standard Operating Procedures of a Key Partner in connection with its activities as a Key Partner, as adopted and updated by the Key Partner from time to time.

KYC has the meaning given in Section 5.

Losses has the meaning given in Section 8.1.

Multi-Signature Functionality means an implemented solution on the bitcoin network or software wallet whereby the public-private key cryptography is structured that (a) N private keys are mathematically linked to the public key(s) for a public address and (b) M of the N private keys are required to authenticate a transaction for such address, whether the number of M is less than the number N.  

OFAC has the meaning given in Section 3.

Onramp collectively refers to OnRamp Bitcoin LLC, whose mailing address is 100 Commons Rd #11, Dripping Springs, TX 78620, USA, and other affiliated entities with an “Onramp” name or brand.  Onramp may be referred to as “we,” “us,” “our” or any derivation thereof throughout these Terms of Service.

Onramp Bitcoin Investment Fund refers to any private investment vehicles sponsored by Onramp.

Onramp Multi-Institution Custody Solution refers to the multi-institution solution for custody of Client’s two-of-three multisig vault with multiple institutions as keyholders which can satisfy the quorum needed to effect transactions.  

Onramp Parties has the meaning given in Section 6.1.

Onramp Website refers to any page accessible through https://onrampbitcoin.com

Onramp SOP refers to Onramp’s internal Standard Operating Procedures in connection with the Custody Solution Services, as adopted and updated by the Key Partner from time to time.

Onramp Terminal refers to any page accessible through https://terminal.onrampbitcoin.com/.

Onramp Wealth – Private Client refers to access to a dedicated Onramp private wealth advisory team as well as other personalized services incidental to such access.

Onramp Wealth – RIA refers to a registered investment adviser Client’s access to a suite of management execution and custody tools and ongoing education, research, webinars and advisory services for financial advisors and their clients. 

Platform refers to the means by which Client accesses the Services.  Unless expressly specified otherwise, the term “Platform” excludes third-party software such as that of Signing Key Partner, Recovery Key Partner and the Wallet Coordinator Software Platform.

PII has the meaning given in Section 2.2.

Platform Privacy Policy has the meaning given in Section 2.2.

Recovery Key Partner refers to (i) Digital Asset Services Ltd (trading as Coincover), company incorporated in England and Wales, (ii) Kingdom Trust Company Inc., a chartered South Dakota trust company, or (iii) another entity selected by Onramp in its sole discretion for availability to Client as a Recovery Key Partner for Multi-Institution Custody.  From time to time, the set of Recovery Key Partners may change, which may necessitate Client approval to transfer funds from their existing Vault to a new Vault with an updated Recovery Key Partner.

Services refers to any other services Onramp provides to Client through the Platform, which includes, without limitation, the following (as applicable): the Custody Solution Services, the Wealth Services and other products and services offered by Onramp or its Affiliates.

Signing Key Partner refers to BitGo Trust Company., a separately operated, wholly-owned subsidiary of BitGo Holdings, Inc., Tetra Trust Company, or another entity selected by Onramp in its sole discretion for availability to Client as a Signing Key Partner for Multi-Institution Custody. 

Terms of Service has the meaning given in the preamble

Tetra Trust Company means Tetra Trust Company, which operates a custodial services platform through which customers may custody digital assets and fiat currency and obtain settlement services. 

Third-Party Sites has the meaning given in Section 11.1

Third-Party Social Media Service means any services or content (including data, information, products or services) provided by a third party that may be displayed, included or made available by the Services.

TODADB has the meaning given in Section 10.

Trade Wallet refers to an area within the Onramp application that allows the client to deposit, trade, and withdraw  USD, BTC. This wallet is created under a Client’s Go Account. 

Vault refers to bitcoin digital vaults for the Multi-Institution Custody Solution.  

Main Vault refers to Client’s cold storage wallet where  bitcoin cannot be moved from this wallet without Client authentication and verification.

Fee Vault refers to Client’s fee wallet where  Onramp is authorized to draw Client fees from this wallet once per quarter without Client needing to authenticate or verify the fee-paying transaction.  

Wallet Coordinator Software Platform refers to wallet coordinator software provided by BitGo, Inc. pursuant to a Distributed Custody Wallet Services Agreement.

Wallet Coordinator Software Provider refers to BitGo, Inc., a separately operated, wholly-owned subsidiary of BitGo Holdings, Inc.

Withdrawal Request refers to the standard and preferred method for initiating a withdrawal of a Client’s bitcoin from their Main Vault..

These capitalized terms have the same meaning regardless of whether they appear in singular or in plural.

2. E-Sign Consent, Platform Privacy Policy; Acceptable Use Policy; Onramp Terminal

2.1 E-Sign Consent; Communications

Client’s use of the Services is subject to Onramp’s “E-Sign Consent,” available here [https://onrampbitcoin.com/e-sign-consent-2023/].  Onramp may electronically provide Client with disclosures and notices required by law and other information about Client’s Account by posting it on the Website, pushing notifications through the Services or by emailing it to Client in accordance with the E-Sign Consent.  Such disclosures and notices are considered received by Client within twenty-four (24) hours of the time posted to the Website, or within twenty-four (24) hours of the time pushed or emailed to Client.  If Client wishes to withdraw its consent to receiving electronic communications, contact Onramp at support@onrampbitcoin.com.  

2.2 Platform Privacy Policy

Client’s use of the Services is subject to Onramp’s “Platform Privacy Policy,” available as a schedule to the relevant Solution Order Form.  Onramp may collect, store and process information from Client when it applies for or uses any of the Services.  As part of this, Onramp will collect personally identifiable information (“PII”) in accordance with the details in the Platform Privacy Policy.  By applying for or using any of Onramp’s Services, Client agrees to the collection of, use of and disclosure of the information provided by Client in accordance with the details in the Platform Privacy Policy.

2.3 Acceptable Use

Client’s use of the Services is subject to Onramp’s Acceptable Use Policy, available here [https://onrampbitcoin.com/acceptable-use-policy-2023/].

2.4 Onramp Terminal and Onramp Website

Client’s use of the Onramp Terminal and Onramp Website is subject to this Section 2.4.  Subject to these Terms of Service, Onramp grants to Client a non-transferable, non-exclusive, revocable, limited license to use and access Onramp Terminal and Onramp Website solely for Client’s personal, noncommercial use.  The license granted to Client is strictly personal and non-transferable; Client is prohibited from sharing or transferring its license to any other individuals, including, without limitation, co-workers, family members or similar parties.  This license does not transfer any of Onramp’s intellectual property rights or other associated rights.  Client acknowledges that all the intellectual property rights, including copyrights, patents, trade marks and trade secrets in the Onramp Terminal and Onramp Website are owned by Onramp.  Client may not use links to the Onramp Terminal or Onramp Website or otherwise use framing techniques to enclose any of Onramp’s intellectual property without Onramp’s prior written consent.  In addition, the look and feel of the Onramp Terminal and the Onramp Website and the intellectual property of Onramp, including, without limitation, all page headers, custom graphics, button icons and scripts constitute the service mark, trademark or trade dress of Onramp and may not be copied, imitated or used, in whole or in part, without Onramp’s prior written consent. 

3. Eligibility

By applying to become a Client of Onramp and/or a user of any of the Services, Client represents that:

1. If Client is a natural person or represents an affiliated natural person, then Client and the affiliated natural person are at least 18 years of age and the age of majority in their State of residence.
2. Client has not been previously suspended, removed, or disqualified from access or use of Onramp’s Services.
3. Client is legally allowed to use Onramp’s Services in their relevant legal jurisdiction and will not use Onramp’s Services if such use violates any relevant laws in such jurisdiction.
4. Client, and any affiliated individuals or entities that Client represents, are not the target of, under investigation for, or have been subject to past enforcement actions, for any laws administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other governmental agency charged with imposing economic sanctions laws.
5. Client, and any affiliated individuals or entities that Client represents, are not located, domiciled, organized, or a resident of a jurisdiction (country or territory) that is the target of economic sanctions law imposed by OFAC or any other governmental agency.
6. Client has accurately represented its personal information on all applications and documents submitted to Onramp.

4. Client Accounts

4.1 Account Creation

To apply for or use any of Onramp’s Services, Client must create an account (an “Account”).  To create an account, Client must meet the eligibility requirements detailed in Section 3.  Onramp may, in its sole discretion, refuse to open an Account.

4.2 Account Access

Client understands and agrees that access to Client’s Account is limited solely to Client.  Client agrees not to sell, rent, lease or grant access to Client’s Account to any person without Onramp’s prior written permission.

4.3 Account Suspension or Termination by Onramp

Onramp may suspend or terminate these Terms of Service or suspend or terminate Client’s Account, any associated Account or Client’s access to any Service at any time and for any reason, including violation of the Terms of Service.  Onramp may add, remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service.  Onramp will take reasonable steps to notify Client of termination or these other types of Services changes by email or at the next time Client attempts to access Client’s Account. Furthermore, Onramp, if allowed by law and regulation depending on reasons for account termination, will make all reasonable efforts to coordinate the transfer of account assets to the clients destination of choice. 

If these Terms of Service or Client’s Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms of Service will end, (b) Onramp may delete Client’s information and Account data stored on Onramp’ servers and (c) Onramp will not be liable to Client or any third party for compensation, reimbursement or damages for any termination or suspension of the Services or for the deletion of Client’s information or Account data.

The following Sections of these Terms of Service will survive and remain in effect in accordance with their terms upon termination of an Agreement with respect to a Service: Section 4.3, Section 6.1, Section 6.9, Section 6.12, Section 7.1, Section 8.1, Section 8.2, Section 8.3, Section 11.3, Section 11.4, Section 11.5.

4.5 Voluntary Account Termination

The Client may request Account Termination at any time by submitting a written request to Onramp. The Client acknowledges they must be current on all Custody Solution fees, as described in Section 6.1, to proceed with full off-boarding from the platform.

Upon such a request, and contingent upon the Client’s standing with Custody Solution fees, Onramp will facilitate the removal of all assets from the platform through Withdrawal Requests as outlined in Section 6.5.

Upon completion of Voluntary Account Termination, the Client will lose access to their Account. Onramp will proceed to terminate agreements with its Key Partners, thereby invalidating the Recovery Key. Any funds deposited into the Main Vault, Fee Vault, and/or Trade Wallet after Voluntary Account Termination could be lost.

In adherence to compliance regulations, data associated with the Account and any information related to “Account Managers” will be retained for 5 years

5. Personal Information Verification

To comply with Onramp’s Bank Secrecy Act (“BSA”) / Anti-Money Laundering (“AML”) policy, Onramp will request certain personal information.  This information will be used to conduct full background checks with respect to AML and Know-Your-Customer (“KYC”) and Know-Your-Business (“KYB”) policies, in addition to relevant BSA and Customer Due Diligence (CDD) policies.  Client agrees that the information provided will be accurate and kept up-to-date in the event of any changes, and that Onramp may keep a record of such information consistent with Onramp’s BSA/AML policy, and that Onramp may share this information as necessary with the Key Partners.

With respect to an entity, Onramp may conduct background checks on executives and significant owners, as applicable, as well as any individuals authorized to use the Services on behalf of the entity.  

After providing personal information as part of the Account creation process, Client hereby authorizes Onramp to conduct full personal information verification checks as described here, including the use of third-party services to assist in these efforts with which Onramp may share information.

To facilitate services, Onramp will share collected personal information with its Key Partners, (BitGo Inc., Coincover,Tetra Trust Company). This information will be used to facilitate the onboarding of individual Client accounts at each institution. Key Partners will adhere to strict privacy and security protocols in handling any shared information, ensuring compliance with applicable laws and regulations.

6. Onramp Multi-Institution Custody Solution

6.1 Custody Solution Fees & Billing

Fees are computed on a monthly basis and are subject to billing on either a monthly or quarterly schedule, depending on the Client’s selected payment method. The Client’s Vault balance, Fee balance, and Trade balance will be monitored daily as per the fee structure agreed upon during the Account Creation process. Fees accrue in Bitcoin (BTC) terms. The final fees will be calculated and charged according to the Client’s preferred payment method:

USD Preferred Payment Method: Fees accrue in BTC during the month. At the end of the month, these fees are converted to USD based on the closing BTC price of that month. Payment in USD will be processed on the 15th day of the following month.

BTC Preferred Payment Method: Fees accrue in BTC over the month. At the end of each quarter, the total accrued BTC fees are billed. Payment in BTC will be processed on the 15th day following the end of the quarter. If a Client does not have sufficient funds in their Fee Vault to cover the full payment of custody fees, Onramp reserves the right to charge the USD payment method on file, as provided during the Account Creation process, 7 days after the payment due date.

6.2 Vaults

Onramp facilitates the creation and management of bitcoin digital Vaults and associated Vault Addresses to securely store Client’s bitcoin.  These Vaults utilize the Bitcoin protocol’s native “multisig” capabilities, which allows for Vaults to be created that require the cryptographic signature of multiple private keys to control the bitcoin in the Vault.  

Onramp’s approach to multisig custody is to create Vaults in coordination with institutional keyholders, such that the resulting Vault is a Multi-Institution Custody Solution.  A quorum of these keys is necessary to control the bitcoin in the Vault (typically meaning 2 of 3 of the keys used to create the Vault).  As a result of this arrangement, no single keyholder has the ability to unilaterally control the bitcoin in a Vault.  To control bitcoin in a Vault, a quorum of keyholders must agree that pre-established conditions have been met to authenticate a transaction request in accordance with Client details on file and these Terms of Service.

For a typical Vault, the three keyholding entities will be Onramp, the Signing Key Partner, and the Recovery Key Partner.

Onramp bears no liability for any action or inaction of a Key Partner.  Client authorizes Onramp to share any and all data regarding its Account with any of its Key Partners.  Its recourse for any improper action or inaction performed by a Key Partner shall be solely against the relevant Key Partner and Client fully indemnifies and holds harmless Onramp, as well as the other Onramp Parties (defined below), for any and all financial and other consequences related to any actions or inactions of a Key Partner.

For a typical Client, there will be a Main Vault and a Fee Vault.  The Main Vault is a cold storage wallet that requires Client authentication and verification for a Key Partner to sign a transaction on the Client’s behalf.  The Fee Vault is a warm wallet version that allows Onramp to withdraw Client fees on a quarterly basis without requiring Client involvement.

6.3 Ownership and Title

At all times, Client holds all of the ownership interest to all of the bitcoin held in a Vault.  By executing the Agreement, Client appoints Onramp as its agent and grants a limited license to Onramp for the purposes of facilitating the Multi-Institution Custody Solution including, without limitation, (i) permissioning private keys to establish and maintain a Vault’s Multi-Signature Functionality and (ii) performing Onramp’s obligations with respect to effecting transactions from a Vault.  Client acknowledges and agrees that Onramp will, to the extent necessary to facilitate the Multi-Institution Custody Solution, appoint the Key Partners as Client’s agent and grant a limited sub-license to the Key Partners to facilitate the Multi-Institution Custody Solution only to the extent required for such Key Partner to effect transactions from a Vault, at Client’s direction, in accordance with the agreement executed between Onramp and such Key Partner governing such Key Partner’s obligations with respect to a Vault.  Acting in their respective capacities under this limited license, Onramp and the Key Partners each act as Client’s independent agent for the purpose of facilitating the Multi-Signature Functionality of a Vault.

6.4 Deposits

All deposits initiated by the Client must be sent to the bitcoin addresses provided within the Onramp App. It is crucial to double-check the accuracy when depositing Bitcoin. Any inaccuracies or typos in the deposit address may lead to the loss of your assets.  

The Client assumes full responsibility for ensuring the correct address entry when initiating a deposit. Onramp shall not be liable for any Bitcoin sent to an incorrect address, including instances of typographical errors or inaccuracies made by the Client during the deposit process. Onramp disclaims responsibility for any loss of bitcoin resulting from the aforementioned factors. By depositing Bitcoin, the Client acknowledges and agrees to the terms outlined in this Section 6.4. It is essential to exercise caution and diligence when handling Bitcoin transactions and to adhere to the guidelines provided in these sections to ensure the secure and accurate transfer of the Client’s assets.

6.5 Withdrawals

Onramp and its Key Partners may act upon any request or instruction that Onramp, in good faith and in accordance with Onramp’s Standard Operating Procedures (SOP) and the Key Partner SOP, determines to be a valid transfer initiation request. All withdrawals must be initiated by the Client within the Onramp App. The Client bears the responsibility of accurately providing the Bitcoin address, Bitcoin amount, and scheduling a video verification call with Onramp. 

Onramp reserves the right to hold withdrawal requests for Clients who are not current on their Custody Solution Fees. The Client acknowledges that they must be up-to-date on all fees for a Withdrawal Request to be considered valid.

Upon completion of this withdrawal request by the Client, Onramp will be automatically notified and will commence the sequence of authentication steps required for a withdrawal from the platform, as outlined in Section 6.6 Overview of Authentication and Signing Process.

6.6 Overview of Authentication and Signing Process.  

Having received Client’s completedWithdrawal Request , Onramp will authenticate and validate the requested transfer in accordance with the Onramp SOP, which may include a recorded video verification session with Client or Authorized Representatives.  One or multiple of the Key Partners will have to authenticate and validate the requested withdrawal in accordance with their respective Key Partner SOP, which may include a recorded video verification session with Client or Authorized Representatives.  Onramp or its Key Partners may refuse to validate and sign a Withdrawal Request if any party has reason to believe it is an invalid Withdrawal Request for any reason, including inconsistent or suspicious activity or transaction details, or the potential violation of applicable laws and regulations.  Onramp agrees to process withdrawal requests in a timely manner, acknowledging that the multi-institution custody arrangement and multiple verification steps involved in authenticating, validating, initiating, signing, and broadcasting a requested bitcoin transaction may take several business days to complete, and Onramp does not guarantee a specific processing time and in no event will Onramp be in breach of these Terms of Service if withdrawal requests are not processed and completed in a timely manner.

6.7 Normal Authentication and Signing Process

The following details of a normal request authentication and signing process are provided for illustrative purposes and are subject to the Onramp SOP and Key Partner SOP, as well as modification as deemed necessary by Onramp in its sole discretion.  

For a normal Withdrawal Request authentication and signing process, after receiving a Withdraw Request completed by Client, a video verification session will occur with Client or the Authorized Representative of Client, which will be used to verify the transaction details, authenticate Client’s request, and will be recorded and kept as a record.  Once this is completed, Onramp will review, initiate and sign the transaction.  This partially signed transaction will then be the responsibility of the Signing Key Partner to independently authenticate via their signing request validation process, which may include a second video verification.  When the Signing Key Partner has authenticated the Client’s request and validated the details of the partially signed bitcoin transaction, the Signing Key Partner will sign the transaction.  For a typical Vault, this second key signing will satisfy the necessary quorum (typically 2-of-3 keys) and the transaction will be broadcast to the Bitcoin network.  Once a transaction has been broadcast to and validated by the Bitcoin network, it cannot be canceled or reversed.  As such, Client acknowledges and agrees that details provided on the  Withdrawal Request will be treated as final.  If Client changes their mind and requests revocation of a Withdrawal Request using a written request delivered via previously established communication channels with Onramp or Key Partners, Client may have an additional opportunity to stop the transaction during the recorded video verification session with Onramp and the separate recorded video verification session with the Signing Key Partner, the two key signers in the normal authentication and signing process, but these opportunities are not guaranteed.  If Client stops an initiated  Withdrawal Request during the key signers’ recorded video verifications, the key signer may be able to cancel the transaction, but will not be able to modify the transaction.  

6.8 Recovery Authentication and Signing Process

In the event that a Key Partner for a Vault is no longer able to provide services to Client (or otherwise becomes non-responsive), Onramp or the remaining Key Partner will go through the necessary steps to replace the non-responsive Key Partner with a reasonable and independent third-party entity as replacement.  This type of recovery process will require Client authorization in accordance with Onramp SOP and the Key Partner SOP. 

In the event that Onramp is no longer able to provide Custody Solution Services to Client and becomes non-responsive, Client agrees to coordinate with the Signing Key Partner and the Recovery Key Partner as necessary to validate Onramp’s non-responsive status in accordance with the Recovery Key Partner SOP, including a waiting period of at least three (3) business days after Recovery Key Partner contacts Onramp.  Upon validation of Onramp’s non-responsible status, (i) Client will submit a Transfer Initiation Request to the Recovery Key Partner, (ii) then the Recovery Key Partner will confirm the request with Client using Client’s name and email address and then schedule a video verification session with Client or an Authorized Representative, which  a key partner will use to verify the transaction details, authenticate Client’s request, and will be recorded and kept as a record, (iii) then the Recovery Key Partner (or Client) will initiate and sign the transaction and go through the support and transition procedures necessary for Client to send a partially signed bitcoin transaction to the Signing Key Partner for its authentication and verification process in accordance with the Key Partner’s SOP before signing and broadcasting the transaction to withdraw Client funds from the Vault.

Client agrees to cooperate with Onramp and any Key Partners, to take, or cause to be taken, all actions reasonably necessary to effectuate the recovery authentication and signing process, at Client’s own cost and expense.

6.9 Reliance on Instructions; Implementation of Withdrawal Requests

With respect to providing the Solution, the Platform and performing the Custody Solution Services, Onramp is entitled to fully rely on a Withdrawal Request or any other Instruction or information furnished by Client.

Client agrees to indemnify the Onramp Parties (defined below) and hold each of them harmless from any Losses (defined below) related to implementation or approval of any Withdrawal Request which is undertaken in compliance with the procedures outlined in these Terms of Service or Onramp SOP.  For avoidance of doubt, this specifies that if Onramp acts in accordance with these Terms of Service and the Onramp SOP, Onramp shall have no liability, and shall be protected from Losses by Client, in the event Onramp approves and completes a transaction initiated by Client or Authorized Representative in both the Withdrawal Request and Video Verification. 

6.10 Organization Accounts

With respect to any non-natural person entering the Agreement with Onramp: (i) Client will be the entity and the Account manager (“Account Manager”) shall be the person designated as such on the account; (ii) the Account Manager will sign the Agreement on behalf of Client; and (iii) the Authorized Representative represents to Onramp that they have authority to give Instructions to Onramp and to bind Client to any and all agreements with Onramp.

The Account Manager for a Client that is not a natural person is also considered an Authorized Representative and can designate an Authorized Representative as a replacement Account Manager as needed. Onramp shall have no liability for actions of the Account Manager in adding or removing Authorized Representatives or changing their privileges made in accordance with this Section 6.10 (Organization Accounts), and shall not be responsible for maintaining any permissions hierarchy other than Authorized Representatives and Account Manager or liable for acting at the direction of any Authorized Representative.

6.11 Acknowledgement of Risks and Responsibilities

Client shall at all times comply with applicable law relating to the use or receipt of the Custody Solution Services.  Client is responsible for, and shall pay, all taxes, assessments, duties and other governmental charges, including any interest or penalty rightfully owed by Client, with respect to any bitcoin held in any Vault or any transaction related to the Vault.  Onramp is not responsible for legislative and regulatory changes or actions at the local, state, federal or international level that may adversely affect the use, transfer, exchange or value of bitcoin.

Onramp provides Client with the Onramp Multi-Institution Custody Solution as a means to store bitcoin in a Vault using independent institutions to hold each private key and sign each transaction relating to a Vault Address for a Customer.  Onramp also provides Client with disclosures of certain risks inherent to bitcoin and custodial risk (available here [https://onrampbitcoin.com/risk-disclosures-2023/]).  However, these Terms of Service and the risk disclosures do not disclose all of the risks associated with the purchase, storage or transfer of bitcoin.  Client acknowledges and agrees that Client is solely responsible for determining the nature and potential value of bitcoin, evaluating its own suitability and appropriateness of the risks for Client in light of its circumstances and financial resources.  Onramp does not provide tax advice, legal advice or other professional advice.

6.12 Standard of Care; Force Majeure

Onramp will use reasonable care in providing the Multi-Institution Custody Solution, the Platform and performing the Custody Solution Services, which shall mean the degree of care and diligence under the circumstances then prevailing that a key agent operating in the United States, acting in a similar capacity and familiar with similar matters would use in the conduct of a like enterprise with like aims.  Onramp is not a fiduciary of Client in providing the Onramp Multi-Institution Custody Solution, the Platform or performing the Custody Solution Services.   

Further, the Key Agent shall not be deemed to be in breach of this Agreement if any Custody Solution Services are not performed in a timely manner due to (i) the inability of the Key Agent to authenticate any Agent Key Request due to the unresponsiveness of Onramp and/or (ii) any circumstance under which the Network is Unavailable, unless the Network is Unavailable due to the willful misconduct of the Key Agent.

Onramp will not be responsible under this Agreement for any failure to perform its duties, and will not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of any circumstance or event which is beyond the reasonable control of Onramp or any agent of Onramp and which adversely affects the performance by Onramp of its obligations hereunder or by any other agent of Onramp, including any event caused by, arising out of or involving (i) an act of God, (ii) accident, fire, water or wind damage or explosion, (iii) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (iv) any interruption of the power supply or other utility service, (v) any strike or other work stoppage, whether partial or total, (vi) any disruption of, or suspension of trading in, the digital asset markets, or (vii) any other cause similarly beyond the reasonable control of Onramp.

Onramp will not be liable for any loss, claim, damage or other liability arising from the following causes (except such as may arise from its or its nominee’s, agent’s, employee’s, contractor’s, or representative’s own grossly negligent action, grossly negligent failure to act, bad faith, or willful misconduct):

• The failure of any third party beyond the control or choice of Onramp, including the failure of the Bitcoin network or a commercially reasonable Key Partner or other service provider relied upon by Onramp;
• Client’s or any Authorized Representative’s failure to protect the confidentiality or security of Client’s Account information;
• An unauthorized party’s impersonation of an Authorized Representative to provide instructions or otherwise access the Account;
• Any action taken or omitted by Onramp in accordance with an Instruction, even when that action conflicts with, or is contrary to any provision of, Client’s declaration of trust, certificate of incorporation or bylaws or other constitutive document, applicable law, or actions by the trustees, directors or shareholders of Client; or
• Specific inaccuracies in information that Onramp received from a commercially reasonable source such as a commercial database (e.g., pricing information presented on the Onramp Terminal), provided that Onramp has relied upon that information in good faith;
• Any action taken or omitted by Onramp based on a good faith belief that the action is reasonably necessary to comply with requirements under applicable law, including requirements under any applicable anti-money laundering laws and regulations, except with respect to activities that are not caused or contributed to by Client’s actions or status; or
• Any action taken or omitted by Onramp pursuant to the advice of legal counsel and accountants (who may also be advisors to Client), in each case recognized and with expertise in the relevant area, in relation to matters of law, regulation or market practice, provided that Onramp has relied upon that advice in good faith.

With respect to Client, Onramp is an independent contractor for all purposes, except that Onramp acts as Client’s limited agent with respect to facilitating the Multi-Institution Custody Solution and transfer of bitcoin in an Account only to the extent set forth in these Terms of Service.

7. Indemnification and Limitation of Liability

7.1 Indemnification  

Client will indemnify Onramp and its employees, officers and directors, contractors, consultants, equity holders, service providers, subsidiaries, affiliates, agents, representatives (individually and collectively, the “Onramp Parties”) and agrees to hold each of them harmless from and against all claims, liabilities, loss, damage, fee or cost, including reasonable and documented attorneys’ fees and taxes (collectively, “Losses”), incurred or assessed against any of them in connection with the performance of this Agreement or any Client instruction except such as may arise from Onramp’s or its employees, officers, or directors’ own grossly negligent action, grossly negligent failure to act, bad faith, or willful misconduct.

This indemnification and hold harmless is given by Client on behalf of itself individually, as well as on behalf of any entity or trust over which Client has actual, implied, apparent or other authority and also on behalf of its heirs, executors, administrators, personal representatives, successors and assigns.

Client agrees to promptly notify Onramp of any third-party claims and cooperate with the Onramp Parties in defending such claims.  Client further agrees that the Onramp Parties shall have control of the defense or settlement 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 CLIENT AND ONRAMP.

7.2 Limitation of Liability  

The use of “Onramp” in Section 8.2 and Section 8.3 means Onramp, its third-party service providers and their respective subsidiaries, affiliates, agents, directors and employees.

To the maximum extent permitted by applicable law, in no event will Onramp be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including, without limitation, damages for loss of profits, loss of privacy, goodwill, use, data or other intangible losses which result from, in any way, the use of, inability to use or unavailability of the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of these Terms of Service, even if Onramp or any supplier has been advised of the possibility of such damages and even if the remedy fails its essential purpose.  In all cases, Onramp will not be liable for any loss or damage that is not reasonably foreseeable.  

Under no circumstances will Onramp be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or improper authorized access or use of the Services or a Client’s Account or any information contained therein.

To the maximum extent permitted by applicable law, Onramp’s total liability is limited to the greater of (a) the amount of fees earned by Onramp in connection with Client’s use of the Services during a three (3) month period immediately preceding the event giving rise to the claim for liability or (b) $500.

This limitation of liability section applies whether alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if Onramp has been advised of the possibility of such damage.  

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply.  In these states, each party’s liability will be limited to the greatest extent permitted by law.

7.3 “AS IS” and “AS AVAILABLE” Disclaimer

The Services are provided “as is” without representation or warranty, whether express, implied or statutory.  Without limiting the foregoing, Onramp specifically disclaims any implied warranties of merchantability, fitness for a particular purpose or non-infringement. 

Onramp does not warrant or guarantee that the Services are accurate, reliable or correct; that the services will meet Client’s requirements; that the services will be available at any particular time or location, uninterrupted, error-free, without defect or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. 

Onramp does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party.  Onramp does not have control of, or liability for, goods or services that are being paid for using the Services.

8. Trading 

8.1 Trading Account 

Client understands that Buy & Sell Bitcoin is a service that facilitates the purchase of bitcoin using the services offered by BitGo.  To use Buy Bitcoin, Client is required to enter into agreements with BitGo, such as with BitGo Prime for trading services and BitGo Trust for custodial services (collectively, the “Customer Agreements”).   Together, these Customer Agreements allow Client to establish an account with BitGo (a “Go Account”) to facilitate the purchase of bitcoin. Clients may fund their Go Account with USD via bank wire transfers or BTC via on-chain transactions and convert U.S. dollars to bitcoin and vice versa. Every “Go Account” will have a Trade Wallet created to facilitate the deposit, trading, and withdrawal of funds. 

8.2 Consent to API Usage

Client grants to both Onramp and BitGo the right to route through the API provided by BitGo Inc. all Client instructions to BitGo and all other messages or other information delivered by BitGo to Client (collectively, “BitGo Communications”).

8.3 Customer Data 

Client grants to Onramp access to BitGo Client-related data (including without limitation, BitGo Communications and information regarding Client’s activities and accounts) through the API and otherwise as needed from BitGo (collectively, “Customer Data”) to facilitate Buy Bitcoin. 

8.4 Settlement of Trades

The settlement of trades within the Go Account is determined based on the funds and market orders available.  To illustrate, if a client deposits $20,000 U.S. dollars and subsequently purchases $7,000 U.S. dollars’ worth of bitcoin, the resultant balances will reflect the corresponding amounts in U.S. dollars and bitcoin.  Exchange rates are sourced by BitGo Prime at the time of order.  Orders are executed by BitGo Prime daily by midday (noon EST) and become part of the settlement cycle for that day, ultimately settling by 5pm EST. Orders executed after noon will be settled at the end of the following business day. 

8.5 Fees and Charges

During the use of the Services, Client may be subject to third-party fees associated with transactions or services provided by external entities, such as payment processors, banks, other financial institutions or network fees.  Any third-party fees are solely the responsibility of Client. 

Onramp charges an all-in fee of 85 basis points (0.85%) for Bitcoin trades, with 65 basis points charged by Onramp and a 20 basis point spread charged by BitGo. BitGo will facilitate the payment of this fee, drawing it automatically from the Client’s U.S. dollar balance in their Go Account at the time of trade execution. The Client agrees to pay this fee to Onramp at the time of the transaction.

8.6 Asset Transfers

Bitcoin Transfers 

• Any bitcoin purchased and settled within the Client’s Trade Wallet will be transferred to the Client’s Main Vault. Once the bitcoin has settled within the Client’sTrade Wallet, a transfer transaction will be initiated to the Client’s Multi-Institutional Custody Main Vault within 72 hours. Final settlement of Bitcoin into Client’s Multi-Institutional Custody Main Vault will be dependent on the Bitcoin mempool. 

USD Transfers

• Any USD that is deposited via the Onramp Client dashboard will be routed to the Client’s BitGo Go Account, via BitGo’s banking partner.  All dollar activity will be governed by the terms & conditions of the BitGo Go Account and are subject to revision at BitGo’s discretion. 

8.7 Tax Obligations

Client is responsible for all taxes associated with their bitcoin holdings and any transactions conducted through or outside of the Services and Buy Bitcoin (each such tax, a “Client Tax”).  Client agrees to indemnify Onramp for any Client Taxes and any expenses related to Client Taxes, except for Client Taxes resulting from Onramp’s own grossly negligent action, grossly negligent failure to act, bad faith or willful misconduct.  Clients should seek independent, professional tax advice to ensure compliance with all applicable tax reporting requirements. 

Client acknowledges that Onramp may withhold and remit to the appropriate governmental authority the amount of any Client Tax.  Please note that Onramp does not make any representations or guarantees regarding tax withholdings.

8.8 Hold Harmless and Indemnity:

Client acknowledges and agrees that the use of Buy Bitcoin involves certain inherent risks.  By using this service, Client assumes full responsibility for their actions, decisions, and transactions conducted with Buy Bitcoin providers and partners and facilitated through the Platform.  Client agrees to hold Onramp harmless and indemnify it from any losses (including losses resulting from trading, custody or API-related activities), damages, liabilities, claims, or expenses arising from the use of Buy Bitcoin, except to the extent such losses arise from Onramp’s own grossly negligent action, grossly negligent failure to act, bad faith, or willful misconduct.  Client acknowledges and agrees that Onramp acts solely as a facilitator, providing access to BitGo’s services.  In other words, Onramp does not have control or responsibility over Buy Bitcoin except to the extent that the Platform facilitates Client’s use of BitGo’s services.  Client assumes full responsibility for their choices and transactions made while using Trading (Buy and Sell) Bitcoin.

8.9 Disclosures about Buy Bitcoin

Onramp advises all clients to conduct their own due diligence before using Buy Bitcoin.  Risks involved with using a Go Account include loss of funds by BitGo or other service providers, compromise of personal identifying information, unauthorized access to Client accounts, operating risks for BitGo, as well as legal and regulatory risks for BitGo.  Client acknowledges the risks of using Buy Bitcoin including those set forth above in this Section 9, as well as the following:

• Buy Bitcoin only allows Client the ability to exchange U.S. dollars to bitcoin through BitGo.  There is no service to exchange bitcoin to U.S. dollars.
• Bitcoin is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
• Legislative and regulatory changes or actions at the State, Federal or international level may adversely affect the use, transfer, exchange and value of bitcoin.
• Transactions in bitcoin are irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
• The value of bitcoin may be derived from the continued willingness of market participants to exchange fiat currency for bitcoin, which may result in the potential for permanent and total loss of value of bitcoin should the market for that virtual currency disappear.
• There is no assurance that a person who accepts bitcoin as payment today will continue to do so in the future.
• The volatility and unpredictability of the price of bitcoin relative to fiat currency may result in significant loss over a short period of time.
• The nature of bitcoin may lead to an increased risk of fraud or cyber-attack.
• All transactions conducted are irreversible and are subject to associated fees.
• The nature of bitcoin means that any technological difficulties experienced by Onramp or BitGo may prevent the access or use of Client’s bitcoin.
• When using a Go Account to exchange U.S. dollars for bitcoin, Client should consult with their counsel or advisors as to the tax effect of such a transaction.

9. Obligations in the Event of Death

If Client has executed a transfer on death agreement and designation of beneficiaries (“TODADB”) and Onramp receives notification of Client’s passing, Onramp will make its best efforts to facilitate the transfer of ownership of Client’s Account in accordance with the terms outlined in Client’s TODADB.  The TODADB will control in the event of a conflict with the Agreement.  Additionally, in the event of Client’s passing, as part of the Account Creation and withdrawal processes, Client’s listed beneficiaries will be required to agree to the Agreement.

If Client has not executed a TODADB and Onramp receives credible evidence of Client’s passing through legal documentation, Onramp will temporarily suspend Client’s Account.  Onramp reserves the right to conduct investigations into the circumstances of Client’s passing through third parties as necessary.  If, upon reasonable determination, Onramp confirms Client’s passing, any bitcoin held in Client’s Account will be safeguarded until Client’s designated fiduciary contacts Onramp and provides the appropriate documentation.  If Client has not designated a fiduciary for Client’s Account, Onramp may require a court order designating a fiduciary from a competent jurisdiction overseeing Client’s estate.  Alternatively, Onramp may identify a fiduciary entitled to inherit Client’s bitcoin based on Onramp’s review of Client’s will, trust or other legally binding documentation.

10. Onramp Partnership Program

10.1 Participation

To participate in the Onramp Partner Network (either as a person who invited others to use the Services (“Referrer”) or a person who participates in this program based on a Referrer’s invitation (“Referee”) agree and are subject to this Terms of Service and Privacy Notice. 

To become a Referrer, the Client must have an active Account in good standing, have successfully completed KYC verification, Vault creation, and are up to date on all Account fees and charges. The Client must fill out an Onramp Partnership Program form that will grant them a unique link (“Referral Code”) link that can be shared with Referees. Referrers may only use Referral Codes for non-commercial personal, family, or friends.

Subject to these Terms, the Client may send their Referral Code to as many personal connections as they like. The Client and any Referred Customers who (1) use a unique Referral Code to schedule a consultation; (2) meet Onramp’s eligibility requirements for opening an Account; (3) are approved for an Account; and (4) are current on their Account fees. 

Prospective clients invited to create an account with Onramp through a Referrer (referred to as “Referees”) must be individuals who do not currently hold an account with Onramp, are not existing clients, and do not have any ownership interest held by the Referrer. Onramp retains the right to update the terms of the Program at any time and will notify clients of such updates via program updates or email notifications. 

10.2 Program Rewards, Eligibility, and Payment Terms 

The Program offers a Reward (“Reward”) for each valid referral that meets the specified criteria for both the Referrer and Referee. To qualify for the Reward, both the referrer and referee must complete a Qualified Referral (“Qualified Referral”), as outlined below:

The Referrer must: 1) be a Client of Onramp Multi-Institutional Custody Solution and 2) be current on their Account fees. Upon the Referee’s successful onboarding and Vault creation, the Referrer will receive $150 denominated in bitcoin, deposited into their Onramp Fee Vault.

The Referee must: 1) be a new Client of Onramp Multi-Institutional Custody Solution, and) 2) current on their Account fees. Upon successful onboarding and Vault creation, the Referee will receive $150 denominated in bitcoin, deposited into their Onramp Fee Vault

Referral rewards will be paid out on the last day of the following month in which the Qualified Referral occurred. The $150 USD reward will be converted to Bitcoin based on the exchange rate at the time the referral is credited. 

10.3 Right to Deny Rewards

Onramp reserves the right to withhold, deny, or cancel any rewards and to suspend the Account of any Referrer and/or Referee due to fraudulent, abusive, or questionable actions, as determined by Onramp. Please note that Program rewards are not guaranteed.

10.4 Program Limitations

Referrers cannot refer to accounts or entities in which they have an ownership interest. Referrals for duplicate or falsified accounts will result in disqualification from the Program. 

10.5 No Spam

As a Referrer in the Onramp Partner Network, you are required to adhere to all relevant laws, including current “SPAM” regulations. Any Referral that could be construed as unsolicited commercial email or “spam” under applicable laws or regulations is explicitly prohibited and will result in exclusion from the Program. 

11. Other Legal Terms

11.1 Links to Other Websites; Third-Party Platforms 

Onramp may rely on third-party platforms, including, without limitation, the Signing Key Partner, the Recovery Key Partner and the Platform Provider, to deliver the Services.  Onramp’s Website may contain links to third-party websites or applications (collectively, “Third-Party Sites”).  

Onramp has no control over, and assumes no responsibility for, the content, privacy policies or practices of any Third-Party Sites.  Client further acknowledges and agrees that Onramp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third-Party Sites.

Client understands and agrees that its use of any Third-Party Sites is subject to any terms of use and/or privacy policy provided by such Third-Party Sites.  Unless specifically provided otherwise, Onramp is not a party to any such agreement.  Client should review any terms of use and/or privacy policy provided by such Third-Party Sites and should make whatever investigation Client feels necessary or appropriate before proceeding with any transaction with any third party.

Any transactions processed by Third Party Sites are governed by the applicable terms of service and privacy policies of the applicable third-party service providers, copies of which are available upon request.

Onramp strongly advises Client to read the terms of use and privacy policies of any third-party websites or services that Client visits.

11.2 Assignment  

Client’s use of the Platform, the Sites and the Services is personal and Client may not assign or transfer any of Client’s rights and obligations under these Terms of Service without Onramp’s prior written authorization.  Onramp may subcontract, assign, transfer or convey its rights and obligations under this Agreement by contract, merger, reorganization or operation of law to a third party without Client’s prior notice or consent.  

11.3 Governing Law  

Texas law, excluding its conflicts of law rules, will govern these Terms of Service and Client’s access and use of the Platform, the Website and the Services, Client’s rights and obligations, and all actions contemplated by, arising out of or related to these Terms of Service.  Client’s use of Onramp’s Services may also be subject to other local, state, national or international laws.

11.4 Dispute Resolution  

If Client has any concern or dispute about the Services, Client agrees to first try to resolve the dispute informally by contacting Onramp.

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety.  This clause requires Client to arbitrate disputes with Onramp and limits the manner in which Client can seek relief from Onramp.

Client agrees that any dispute or claim relating in any way to: Client access, use, or attempted access or use of the Platform, the Website, the Services, any products sold or distributed through the Website, or any aspect of Client’s relationship with Onramp will be resolved by binding arbitration, except that (1) Client may assert claims in small claims court if its claims qualify; (2) Client or Onramp may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent) and (3) Onramp may seek specific performance and other equitable remedies pursuant to Section 11.5. Client agrees that any such arbitration shall be settled solely and exclusively by binding arbitration held in Austin, Texas, administered by JAMS, rather than in court and conducted in English.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including, without limitation, any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of Client and Onramp; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Service (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  Such an award is final and binding upon Client and Onramp.

Client understands that by agreeing to this Arbitration Agreement, Client and Onramp are each waiving their right to trial by jury and to participate in a class action or class arbitration.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to be in full force and effect.

This Arbitration Agreement shall survive the expiration or termination of Client’s relationship with Onramp.

11.5 Specific Performance  

The parties understand and agree that the breach of any covenants and obligations of limited use, ownership and confidentiality set forth these Terms of Service may cause irreparable injury to Onramp for which no adequate remedy at law will be available.  Therefore, Onramp will be entitled, in addition to such other remedies as it may have hereunder, to a temporary restraining order and preliminary injunctive relief for any breach or threatened breach of these Terms of Service without first posting bond or proving actual damages.

1.6 Notice for European Union Users

If Client is a European Union consumer, Client will benefit from any mandatory provisions of the law of the country in which Client is a resident.

11.7 United States Legal AML Compliance

Client represents and warrants that (i) it is not located in a country that is subject to the United States government embargo or that has been designated by the United States government as a “terrorist supporting” country and (ii) Client is not listed on any United States government list of prohibited or restricted parties.

Onramp may freeze, withhold or remit bitcoin in an Account in response to a subpoena, court order, search warrant, notice or other binding order from a governmental authority or third party, including, without limitation, tax levies, garnishment orders or lien notices. 

11.8 Severability and Waiver

If any provision of these Terms of Service is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

The failure to exercise a right or to require performance of an obligation under these Terms of Service shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

11.9 Translation Interpretation

These Terms of Service may have been translated if Onramp have made them available to Client on the Platform.  Client agrees that the original English text shall prevail in the case of a dispute.

11.10 Changes to These Terms of Service

Onramp reserves the right, in Onramp’s sole discretion, to modify or replace these Terms of Service at any time.  If a revision is material, Onramp will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect.  What constitutes a material change will be determined at Onramp’s sole discretion.

By continuing to access or use the Services after those revisions become effective, Client agrees to be bound by the revised terms.  If Client does not agree to the new terms, in whole or in part, please stop using the Platform, the Website and the Services.

11.11 Unclaimed Property

If Client’s Account is inactive for an extended period of time, it may be deemed “unclaimed” or “abandoned” under state law.  If this occurs, Onramp will provide Client with notice, as required by applicable law.  If bitcoin continues to remain in Client’s Account, Onramp will escheat such funds as required by applicable law. 

12. Contact Us

Please contact Onramp by email at support@onrampbitcoin.com with any questions about the Agreement or Onramp, generally.