Terms of Service

Summary: Onramp makes available to Clients the access and use of the Platform and related content and materials and Services via the Website. These Terms of Service set out your rights and responsibilities when you use the Platform or receive the Services, so please read them carefully.

Definitions

For purposes of the Agreement:

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

AI Tools has the meaning given in Section 2.5.

Account has the meaning given in Section 4.1.

Account Manager has the meaning given in Section 6.9.

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 11.4.

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 9.2.

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 9.7.

Customer Agreements has the meaning given in Section 10.1.

Customer Data has the meaning given in Section 10.3.

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 10.1

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, USAOnramp Bitcoin, LLC, a Texas limited liability company, whose registered address is 14201 Ranch Rd 12, STE 2, Wimberley, TX 78676, 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.[C1]

[C1]RED FINDING 1 — Entity Name & Address: Updated legal entity name from “OnRamp Bitcoin LLC” to “Onramp Bitcoin, LLC” (correct capitalization per Texas SOS) and corrected registered address from 100 Commons Rd, Dripping Springs, TX to 14021 Ranch Rd 12, STE 2, Wimberley, TX 78676.

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 8.1.

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.

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

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.

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

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

Summary: By using Onramp, you agree to these Terms of Service, which means you also agree to our E-Sign Consent, Platform Privacy Policy and Acceptable Use Policy which are available at the links below. You should read Onramp’s E-Sign Consent, Platform Privacy Policy and Acceptable Use Policy carefully before using Onramp.

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.

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.

Acceptable Use

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

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.

Use of Artificial Intelligence Tools

Onramp may use artificial intelligence (“AI”) tools and platforms operated by third-party providers (“AI Tools”), including large language models, to support internal operations, compliance, communications, and service delivery. In doing so, Client data may be processed by AI providers; Onramp limits such sharing to what is operationally necessary and requires providers to maintain appropriate security standards and to refrain from using Client data to train general-purpose AI models without authorization. Onramp does not warrant the accuracy of AI-generated outputs and retains human oversight over AI-assisted decisions that materially affect Client accounts. Client shall not use AI tools, bots, or automated systems to access or scrape the Platform in any manner not expressly authorized by Onramp, and shall not input Onramp’s proprietary or confidential information into third-party AI systems without Onramp’s prior written consent. Client’s use of the Services constitutes acknowledgment of, and agreement to, Onramp’s use of AI Tools consistent with this Section 2.5 and the Platform Privacy Policy.

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.

Client Accounts

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.

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.

Account Suspension or Termination by Onramp

Summary: We can terminate or deny you access to our services at any time, for any reason. When our relationship ends, we are not responsible for any losses you experience because of the termination of our services or for removing your data from our servers. Some terms of our agreement will still apply even after our relationship ends.

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. For any Client with assets held in a Main Vault, Fee Vault, or Trade Wallet, or Earn Wallet, Onramp will provide a minimum of thirty (30) days’ advance written notice before termination becomes effective, except where required by (a) suspected fraud or illegal activity, (b) OFAC or sanctions compliance, or (c) material breach by Client. Upon issuance of a termination notice, Onramp will, within ten (10) business days, initiate the Withdrawal process described in Section 6.5 to facilitate transfer of Client’s assets to Client’s designated destination. 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.

Voluntary Account Termination

Summary: You can terminate their Account at any time, via a written request to Onramp. At the time of account closure, you must be current on all Custody Solution fees.

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.

Personal Information Verification

Summary: Before using Onramp, you must cooperate with us so that we can verify your identity. We might use third parties to help us verify your identity.

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.

Onramp Multi-Institution Custody Solution

Summary: This section applies only to the Onramp Multi-Institution Custody Solution. It describes the authentication and signing process for creating bitcoin digital vaults and approving transfers. It also outlines the responsibilities of Client, Onramp, the Signing Key Partner and, if necessary, the Recovery Key Partner.

Custody Solution Fees & Billing

Fees are subject to billing on either a monthly or annual schedule, depending on the Client's selected pricing plan and 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. The final fees will be calculated and charged according to the Client's preferred payment method and pricing plan:

Monthly USD 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.

Monthly BTC Payment Method: Fees accrue in BTC over the month. At the end of each quarter, the total accrued BTC fees are billed and collected. 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.

Variable (BPS) Pricing Plans: Variable %(bps) based pricing plans will be calculated based on vault balances and the preferred payment method.

Fixed Tier Monthly Pricing Plans: Fixed tier monthly paying clients may be moved up or down tiers based on end of month vault balance.

Fixed Tier Annual Pricing Plans: For Clients on a fixed annual payment schedule, fee tier is generally reviewed quarterly. If vault balance exceeds 120% of the upper limit of the current tier, Onramp will automatically move the account to the next appropriate tier. Client agrees the new annual fee will be calculated as a prorated credit, and will be billed the difference for the remainder of the annual subscription term. Annual subscriptions will not be moved down tiers for balances that drop below their current tier. Clients may elect to switch from an annual to a monthly payment schedule only at the time of their annual renewal. No refunds will be provided for clients offboarding or switching to a monthly plan before the end of their annual term.

Onramp will make all reasonable efforts to contact clients about overdue payments and will provide notifications to account owners for overdue payments, account suspension, and account closure based on the circumstances of overdue payments in alignment with Section 4.3.

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.

Ownership and Title

Summary: You always own the bitcoin stored in your Vaults. You appoint Onramp as a limited agent solely to implement the Onramp Multi-Institution Custody Solution which uses independent institutions to hold each private key and sign each transaction involving a Vault.

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.

Deposits

Summary: You will use the bitcoin addresses provided within the Onramp Application to deposit to your vault. Onramp is not responsible for any loss of bitcoin due to errors or inaccuracies made by Clients during the deposit process.

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.

Withdrawals

Summary: You will complete a Withdrawal Request to start the withdrawal process to transfer bitcoin outside of your vaults. The request will trigger a sequence of authentication steps.

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.

Overview of Authentication and Signing Process.

Summary: This section describes how Onramp generally handles requests to withdraw bitcoin. Onramp does not guarantee a specific processing time.

Having received Client’s completed Withdrawal 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 Onramp will use commercially reasonable efforts to complete Withdrawal Requests within five (5) business days of completing all required authentication and signing steps. Onramp shall not be deemed in breach of these Terms solely due to delays attributable to (a) Key Partner SOP timelines, (b) Bitcoin network conditions outside Onramp’s control, (c) applicable law or regulatory requirements, or (d) force majeure events as described in Section 6.12.

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.

Normal Authentication and Signing Process

Summary: Onramp uses a normal authentication and signing process to handle requests to withdraw bitcoin. There is no guarantee you will be able to change or cancel a transfer once you make the request to Onramp.

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.

Recovery Authentication and Signing Process

Summary: You are required to cooperate with Onramp and the Key Partners, if special circumstances arise in which Onramp or a Key Partner become unavailable.

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.

Reliance on Instructions; Implementation of Withdrawal Requests

Summary: Onramp is entitled to rely on your Instructions and has no liability if its actions are consistent with these Terms of Service and Onramp’s standard operating procedures.

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.

Onramp Business Accounts

Summary: Onramp business accounts include a person entering into the Agreement with Onramp on behalf of an organization is an account owner and is a Authorized Representatives for the organization and can designate additional account users. Onramp has no liability for actions of the account owner and other users provisioned access to the account.

Clients accessing or using the Services on behalf of a corporation, limited liability company, partnership, or other legal entity ("Organization Client"), you represent and warrant that you are an Authorized Representative ("AR") of the Organization Client with the legal authority to bind the entity to these Terms. The Organization Client must, as a condition of service, provide Onramp with satisfactory documentary evidence of its legal existence (e.g., operating agreements, certificates of formation) as part of KYB and onboarding. Furthermore, changes in legal or regulatory status of Organization Client’s legal entity must be communicated to Onramp in a timely manner.

The Organization Client is solely responsible for all activity conducted on the Account by any individuals invited, added, or granted access by the Organization Client or its ARs (collectively, "Delegated Users"). The Organization Client shall ensure that all Delegated Users comply with the terms of this Agreement and all applicable laws. Any breach of this Agreement, violation of law, or act of negligence or fraud by a Delegated User shall be deemed a breach, violation, or act of negligence or fraud by the Organization Client itself, for which the Organization Client shall be fully liable and shall fully indemnify Onramp pursuant to these terms.

Acknowledgement of Risks and Responsibilities

Summary: You are responsible for your compliance with tax and other laws applicable to you. You are also responsible for making your own assessment of risks inherent in the Bitcoin network, the value of bitcoin and bitcoin custodial risks, in light of your own situation.

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 Client. 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.

Standard of Care; Force Majeure

Summary: Onramp is obligated to use reasonable care in providing the Multi-Institution Custody Solution; however, Onramp it is not your fiduciary in providing the custody solution. Onramp is not responsible for events beyond its reasonable control.

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.

Individual Retirement Accounts & Vaults (IRAs)

IRA Custodial Structure

Onramp offers Individual Retirement Accounts (IRAs) in partnership with IRA Custodians/Administrators who are regulated IRA custodians and serves as the IRA Custodian of record for Onramp IRA accounts and vaults and is responsible for IRA compliance, reporting, and bookkeeping functions.

Client acknowledges and agrees that Onramp will provide custody solution services to secure assets associated with their IRA account and vault within a segregated wallet or vault. Onramp IRA wallets and vaults may exist within accounts associated with non-IRA wallets and vaults and clients are responsible for ensuring funds are directed properly.

IRA accounts and vaults mirror those described in Section 6 and are subject to the same operational and security controls. While deposits and withdrawals into IRA Accounts are bound by subsection 7.3 and 7.5.

Clients acknowledge and agree that their IRA Account is structured with IRA Custodian as the recordkeeper and fiduciary, while all custody solution and transaction execution is facilitated through Onramp.

Account Eligibility and Opening

Eligibility requirements for IRA Accounts include all criteria set forth in Section 3, for these terms. In addition, Client must be individuals who meet the Internal Revenue Service requirements for contributing to a Traditional, Roth, SEP, or Simple IRA, including possessing a valid Social Security Number and U.S. tax status.

By opening an IRA account, the Client agrees to be bound by both these Terms and the separate agreements provided by IRA Custodian, which governs the legal administration of the IRA. Onramp and IRA Custodian have the right to refuse the opening or maintaining an IRA Account if eligibility requirements are not met.

Contributions, Transfers, and Rollovers

All contributions, rollovers, and transfers to your IRA Custodian-administered IRA must comply with the applicable IRS rules and requirements. These transactions are governed by the IRA Custodian IRA Agreement, which you must review and sign during the IRA account opening process.

Cash contributions intended for Bitcoin purchases will be processed in accordance with Section 9 of these Terms. Once Bitcoin is acquired, it will be held in accordance with our Multi-Institution Custody solution described in Section 6. Additional documentation may be required by IRA Custodian or Onramp in order to process certain transactions or verify eligibility.

Onramp does not provide tax, legal, or investment advice. It is the Client’s sole responsibility to ensure compliance with all applicable IRS regulations. Onramp and IRA Custodian reserve the right to reject or return any contribution or transfer that does not meet legal, operational, or compliance requirements.

Investments and Asset Custody

Digital assets held in an IRA Account are supported only to the extent permitted by IRA Custodian and Onramp Bitcoin LLC. Currently, supported assets are limited to Bitcoin held in Onramp’s Multi-Institution Custody solution.

IRA Withdrawals and Distributions

Withdrawals and distributions from IRA Accounts must comply with all applicable IRS rules and are subject to review and approval by IRA Custodian as the legal custodian of record. Adherence to these requirements is solely the responsibility of the Client. Certain distributions or asset movements may require additional documentation, approvals, or disclosures to be provided to or executed by IRA Custodian in its capacity as the IRA Custodian and required by their terms of service.

Clients acknowledge that IRA Custodian may delay or decline distribution requests that do not meet legal or regulatory requirements. Onramp is not liable for delays caused by incomplete documentation or IRA Custodian’s review procedures. It is the Client’s responsibility to ensure that all required information is submitted in a timely and accurate manner.

Fees

IRA Accounts are subject to both IRA Custodian fees and Onramp platform fees, including any applicable custody, transaction, or administrative charges. A complete fee schedule is available on the Onramp Bitcoin website (available here [https://www.onrampbitcoin.com/pricing]). Onramp may pass through or collect fees on behalf of IRA Custodian.

Account Closure and Transfer

Clients may request to close their IRA Account or initiate a transfer to another custodian at any time, subject to IRS and IRA Custodian requirements. Onramp will assist in coordinating asset movement and account closure, but is not responsible for delays or limitations imposed by IRA Custodian or the receiving IRA custodian.

Indemnification and Limitation of Liability

Indemnification

Summary: If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.

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 (i) Client’s use of the Services, (ii) Client’s material breach of these Terms, (iii) Client’s fraud or willful misconduct, or (iv) third-party claims arising directly from Client’s instructions except such as may arise from Onramp’s or its employees, officers, or directors’ own negligent action, 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.

Limitation of Liability

Summary: If you suffer harm in connection with your use of Onramp, our total liability to you is capped — broadly, at the greater of the fees we earned from you in the twelve months before the harm (up to $25,000) or $1,000.

The use of “Onramp” in Section 8.2, Section 8.3, and Section 8.4 refers to 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 twelve (12) month period immediately preceding the event giving rise to the claim for liability, provided that such amount shall not exceed $25,000 in the aggregate or (b) $1,000. For the avoidance of doubt, these limitations on liability apply whether or not the remedy fails its essential purpose.

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.

Insurance Eligibility

Onramp purchases an insurance policy on behalf of the company for the operation of the Multi-Institutional Custody model.

Clients may be eligible for insurance coverage as part of their Multi-Institution Custody Vault if the following conditions are met:

• The Client has successfully completed onboarding and identity verification processes as required by Onramp and its partners;
• The Client utilizes the Multi-Institution Custody setup that includes Onramp’s approved infrastructure and designated key management practices;
• The client is not otherwise excluded by legal, regulatory, or jurisdictional limitations;

Insurance coverage will not apply to Client using custom custody arrangements or custody wallets outside of Onramp’s insured structure, unless explicitly stated in writing. Eligibility for coverage does not guarantee reimbursement or recovery of funds in all circumstances and is subject to the terms, exclusions, and limitations of the insurance policy.

“AS IS” and “AS AVAILABLE” Disclaimer

Summary: We provide our products and services “as-is” and without warranties. We are not responsible for any goods and services that you might buy or sell using our services.

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.

Trading

Summary: You agree that Onramp’s Buy & Sell Bitcoin Service merely assists you in using the services offered by BitGo. You also agree that Onramp is not responsible for losses you may incur using the Buy & Sell Bitcoin Service.

Summary: You agree that Onramp's Buy & Sell Bitcoin Service assists you in using the services offered by BitGo. You may fund your Trade Account via ACH bank transfer or wire. You may place market or limit orders to purchase or sell bitcoin. You agree that Onramp is not responsible for losses you may incur using the Buy & Sell Bitcoin Service.

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, ACH transfer, USDC deposit, 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.

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”).

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’.

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. Limit orders will be executed upon the applicable price condition being met and will settle pursuant to the same daily settlement cycle applicable to market orders.

Order Types

Summary: You may place market orders or limit orders. Limit orders are not guaranteed to execute. Onramp is not responsible for unfilled limit orders.

Market Orders. A market order is an instruction to purchase or sell bitcoin at the best available price at the time of execution. Market orders are executed subject to available liquidity and prevailing market conditions. Onramp and BitGo do not guarantee any specific execution price for market orders.

Limit Orders. A limit order is an instruction to purchase bitcoin at or below a specified price, or to sell bitcoin at or above a specified price. Limit orders will rest in the order queue until: (a) the limit price condition is met and the order is filled; (b) the order is cancelled by Client; or (c) the order expires pursuant to these Terms of Service.

Order Duration. Unless otherwise specified by Client at the time of order placement, limit orders shall be treated as good-till-cancelled ('GTC') orders, remaining active until filled or cancelled by Client. Notwithstanding the foregoing, Onramp reserves the right to cancel any outstanding limit order at any time upon notice to Client, including in the event of system maintenance, regulatory action, or risk management requirements. Onramp may also establish maximum order durations and will provide notice of such limits through the Platform.

No Guarantee of Fill. Onramp and BitGo make no representation or guarantee that a limit order will be executed, in whole or in part. Market conditions, including price gaps, insufficient liquidity, or trading halts, may prevent execution. An unfilled or partially filled limit order does not constitute a breach of these Terms of Service.

Partial Fills. A limit order may be partially filled if insufficient liquidity exists at the specified limit price to fill the entire order at the time conditions are met. Partially filled orders will reflect the executed portion; the remaining unfilled quantity will remain as an open order until filled, cancelled, or expired.

Cancellation of Limit Orders. Client may cancel an unfilled or partially unfilled limit order through the Platform at any time prior to execution. Cancellation requests are processed on a best-efforts basis; Onramp does not guarantee that a cancellation request will be processed before a pending execution. Client accepts responsibility for any fills that occur before a cancellation is confirmed.

Limit Orders Funded by ACH. If a limit order is submitted and funded via ACH, and the ACH transfer is subsequently returned or reversed after the limit order has been executed, the provisions of the 'ACH Returns and Reversals' subsection above shall apply. Client bears the risk of ACH return after execution.

No Best Execution Obligation. Onramp acts as a facilitator and does not owe Client any best execution obligation. Bitcoin pricing is sourced from BitGo Prime and is subject to BitGo Prime's order routing and execution practices.

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.

ACH Transfers

Summary: If you fund your Trade Account via ACH, your order may not execute until the ACH transfer settles. You are liable for returned or reversed ACH transactions.

ACH Authorization. By initiating an ACH transfer, Client authorizes Onramp and/or its designated payment processor to originate ACH debit and credit entries to and from Client's linked bank account in the amounts and at the times directed by Client through the Platform. Client represents and warrants that the linked bank account is owned or controlled by Client and that Client has authority to authorize these transactions.

Settlement Hold. ACH transfers are subject to a settlement period of up to five (5) business days from initiation. Onramp may, at its discretion, withhold some or all ACH-funded amounts from use in trading until final settlement is confirmed. Onramp reserves the right to delay order execution or transfer of purchased bitcoin pending ACH settlement.

ACH Returns and Reversals. If an ACH transfer is returned, reversed, or rejected by Client's bank for any reason (including insufficient funds, account closed, or unauthorized transaction), Client remains fully liable for the returned amount and any associated fees. If a trade has already been executed against an ACH deposit that is subsequently returned, Client agrees to promptly reimburse Onramp for the full amount of the returned funds, including any loss resulting from bitcoin price movement between execution and the time of return. Onramp reserves the right to reverse, cancel, or offset any trades or balances to recover returned amounts.

ACH Cancellation. ACH-funded orders cannot be cancelled once the order has been submitted and accepted by Onramp. Client acknowledges that ACH authorization instructions are transmitted promptly and may be irreversible.

Bank Account Verification. Client must successfully complete Onramp's bank account verification process before ACH transfers are enabled. Onramp reserves the right to suspend or disable ACH functionality at any time, including in response to return history, compliance flags, or risk assessment.

ACH Fees. Third-party fees associated with ACH transactions, including those charged by Client's bank, are solely Client's responsibility. Onramp does not guarantee that ACH transfers will be free of charge by Client's bank or intermediary institutions.

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’s Trade 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, either wire or ACH, 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.

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.

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 & Sell 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.

Disclosures about ‘Buy & Sell Bitcoin’

Onramp advises all clients to conduct their own due diligence before using ‘Buy & Sell 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.

Onramp advises all clients to conduct their own due diligence before using 'Buy & Sell 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 & Sell Bitcoin' including those set forth above in this Trading section, as well as the following:

• 'Buy & Sell Bitcoin' allows Client the ability to exchange U.S. dollars to bitcoin and bitcoin to U.S. dollars through BitGo.
• Limit orders may not be executed if market prices do not reach the specified limit price. Onramp and BitGo are not responsible for market movements that result in a limit order remaining unfilled.
• ACH transfers are subject to return risk. An ACH transfer that is subsequently returned after a trade has been executed does not void the trade, and Client remains liable for the full trade amount.
• 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.

Lending

Summary: To participate in Onramp’s Lending Service, you must create an account with Arch Lending. All loans are subject to Arch Lending’s Terms of Service which will govern your loan agreement.

Lending Agreement

All terms, conditions, and obligations related to the Client Lending Agreement are solely established and governed by Arch Lending. By participating in the Lending Service, the Client acknowledges and agrees that Arch Lending’s Terms of Service (specifically Section 10.1) apply in full and exclusively govern the loan product.

Obligations in the Event of Death

Summary: If you have specified instructions for who to transfer your bitcoin to in the event of your passing, we will follow those instructions to the extent allowable by the law.

If Client has signed and executed a transfer on death agreement and designation of beneficiaries form (“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.

Onramp Client & Advocate NetworkPartnership Program

*Summary: This section 12 applies only to the Onramp Partner Network Program (“Program”). By agreeing, you accept that Onramp's role in the Program is solely discretionary. You also acknowledge the possibility of disqualification for any reason and understand that rewards are not guaranteed.*Summary: This section 12 applies only to the Onramp Client & Advocate Network ("Network"). By agreeing, you accept that Onramp's role in the Network is solely discretionary. You also acknowledge the possibility of disqualification for any reason and understand that rewards are not guaranteed.

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 Clients 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. To participate in the Onramp Client & Advocate 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")) you agree and are subject to these Terms of Service and Privacy Notice.

To become a Referrer, you must hold an active Onramp account of any type in good standing and have successfully completed KYC verification. Clients must have completed sign-up, and Referrers must be current on all applicable Account fees and charges. Referrers may only use Referral Codes for non-commercial personal, family, or friend referrals.

Subject to these Terms, a Referrer may send their Referral Code to as many personal connections as they like. Referred Clients who (1) use a unique Referral Code during onboarding; (2) meet Onramp's eligibility requirements for opening an Account; (3) are approved for an Account; and (4) complete the qualifying activity for their account type as described in Section 12.2 will constitute a Qualified Referral.

Prospective clients invited to create an account through a Referrer ("Referees") must be individuals who do not currently hold an Onramp account, 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.

Program Rewards, Eligibility, and Payment Terms

The Onramp Referral Program rewards both the Referrer and the Referee for successful sign-ups. For each Qualified Referral (“Qualified Referral”), where the Referee opens an eligible account, completes onboarding, and meets activity requirements, you and the Referee each receive a one-time reward. Rewards are based on the Referee's account type and are paid in bitcoin (equivalent to the USD value on date of payout) to your Onramp Trade Wallet.

• Account Type: Multi-Institution Custody Core/Private

  • Reward per Person: $150
  • Referee Qualifying Activity: Pay first monthly or annual fee

• Account Type: IRA

  • Reward per Person: $75
  • Referee Qualifying Activity: Pay first monthly or annual fee

• Account Type: Onramp FinanceTrade

  • Reward per Person: $25
  • Referee Qualifying Activity: Complete one trade

The Referrer must: 1) have an Onramp account of any type and 2) be current on their Account fees. Upon the Referee's successful onboarding and completion of qualifying activity, the Referrer will become eligible to receive their reward. The Referee must: 1) have an Onramp account of any type and 2) complete the referee qualifying activity for that account type, as stated above. Upon qualification the Referee will become eligible to receive their reward.

Referral rewards will be paid out at the end of the calendar month following the month when referral qualification occurred.

The Referrer must: (1) hold an active Onramp account of any type and (2) be current on all applicable Account fees. Upon the Referee's successful onboarding and completion of the qualifying activity, the Referrer will become eligible to receive their reward.

The Referee must: (1) hold an active Onramp account of any type and (2) complete the qualifying activity for their account type as stated above. Upon qualification, the Referee will become eligible to receive their reward.

Referral rewards will be paid out at the end of the calendar month following the month in which referral qualification occurred.

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.

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.

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.

Onramp Earn

Summary: This section governs Onramp Earn, which allows eligible Clients to hold USDB stablecoins in a Bridge-custodied wallet and receive discretionary marketing rewards. Onramp Earn is not an investment product, bank deposit, or interest-bearing account. Rewards are not guaranteed.

Service Description and Eligibility

Onramp Earn ("Earn Service") allows eligible Clients to hold USDB stablecoins issued by Bridge Building Inc. within Bridge's custodial virtual account infrastructure. Onramp does not issue, hold, or custody USDB on the Client's behalf. Access to Onramp Earn requires: (a) completion of Onramp's standard KYC/AML onboarding; (b) any additional identity verification required by Bridge; (c) satisfaction of Bridge's geographic availability requirements; (d) acceptance of Bridge's terms of service. Onramp reserves the right to restrict access at any time based on eligibility, compliance requirements, or Bridge's geographic restrictions.

In the event Bridge ceases to make its services available to Onramp or to clients in applicable jurisdictions, Onramp will use commercially reasonable efforts to provide Client at least ten (10) business days' written notice and to facilitate the return of Client's USDB balance. If Bridge denies Client's identity verification, Onramp will promptly notify Client and provide the basis for the denial to the extent permitted by applicable law.

Rewards Program

Clients with an active Earn account may be eligible for discretionary marketing rewards ("Rewards") paid by Onramp. Eligibility and any applicable Rewards amounts, if any, are determined by Onramp in its sole and absolute discretion based on factors Onramp may establish, modify, or eliminate at any time. Rewards are not guaranteed and do not constitute interest, yield, or a return on any asset. Onramp may modify, suspend, or terminate the Rewards program at any time without prior notice.

Rewards under this section may be based on qualifying user activities, which may include, without limitation: (i) completion of at least one (1) Bitcoin purchase or sale transaction executed through the Onramp platform or deposit into Earn Wallet during the applicable calendar month; (ii) be up to date on any Onramp account fees; Onramp may establish, modify, or discontinue qualifying activity criteria at any time in its sole discretion. Rewards are not conditioned solely on the maintenance of a USDB balance and do not constitute passive yield or interest on any asset.

Characterization of Rewards — Required Disclosures

(a) Not Interest or Yield; No Investment Product. Rewards do not constitute interest, yield, or return on any asset. Rewards are marketing incentives funded solely by Onramp's own corporate revenue. Onramp Earn is not an investment product, securities offering, or bank deposit. Rewards are not guaranteed by any government agency (FDIC or SIPC). The client should have no expectation of profit from holding USDB or from participating in Onramp Earn.

(b) Reward Delivery and Currency. Onramp reserves the right to specify the amount of rewards delivered to clients, the currency in which those rewards are issued, and the frequency. Onramp will provide written notice before making any material change to the currency or form of reward delivery.

(c) Variable and Discretionary. Reward rates may change at any time based on market conditions or business requirements. Onramp will provide the Client with written notice (via email or in-app notification) of any material change in the reward rate.

USDB and Bridge Issuer Disclosures

(a) Issuer Risk. USDB is a stablecoin issued and maintained by Bridge. USDB's value depends on Bridge's reserve management and solvency. Onramp makes no representation as to Bridge's financial condition. Clients are encouraged to review Bridge's publicly available reserve attestations and disclosures at bridge.xyz/legal prior to participating in Onramp Earn. Onramp will use commercially reasonable efforts to monitor Bridge's publicly available reserve disclosures and notify Clients if Onramp ceases to make Onramp Earn available.

(b) De-Peg Risk. USDB may lose its peg, resulting in a loss of value.

(c) Regulatory Risk. Stablecoin regulation is subject to change, including under the GENIUS Act or OCC Part 15, and may require modification or termination of Onramp Earn. In such an event, Onramp will use commercially reasonable efforts to provide at least ten (10) business days' prior written notice, except where regulatory mandate, government order, or applicable law requires earlier action, in which case Onramp will provide notice as promptly as practicable and facilitate the return of Client's USDB balance.

(d) Irreversibility. Stablecoin transactions are irreversible once broadcast; the client is solely responsible for transaction accuracy.

Tax Reporting

Rewards paid to U.S. persons exceeding $600 in a calendar year will be reported on IRS Form 1099-MISC. As a condition of participating in Onramp Earn, U.S. clients must provide a completed IRS Form W-9 prior to their first reward disbursement. Non-U.S. clients may be required to provide a completed IRS Form W-8BEN or equivalent. Client is solely responsible for all resulting tax liabilities, including any backup withholding obligations arising from failure to timely provide required tax documentation.

AML/BSA Compliance

Client use of Onramp Earn is subject to the AML Compliance obligations in these Terms. Onramp may suspend access to comply with applicable law. Client will not use Onramp Earn to violate the BSA, USA PATRIOT Act, OFAC regulations, or other AML/sanctions laws.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONRAMP'S TOTAL LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO ONRAMP EARN, INCLUDING ANY LOSS OF USDB DUE TO BRIDGE INSOLVENCY, STABLECOIN DE-PEG, REGULATORY TERMINATION, OR PLATFORM FAILURE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL REWARDS RECEIVED BY CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). IN NO EVENT SHALL ONRAMP BE LIABLE FOR ANY LOSS OF VALUE IN USDB ATTRIBUTABLE TO BRIDGE'S ACTS OR OMISSIONS. THIS LIMITATION SHALL NOT APPLY TO LOSSES CAUSED BY ONRAMP'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Data Sharing with Bridge

To facilitate Onramp Earn and satisfy applicable regulatory requirements, Onramp may share Client identity information, including name, address, date of birth, government-issued identification, and other KYC/AML information, with Bridge and its affiliates. Such sharing is governed by Bridge's Privacy Policy, available at bridge.xyz/legal, and Onramp's Privacy Policy. By activating Onramp Earn, Client consents to this data sharing.

Suspension and Wind-Down

Onramp may suspend Client's access to Onramp Earn at any time for compliance reasons, including OFAC screening results, SAR obligations, or Onramp's determination of elevated risk. In the event Bridge suspends or terminates Client's Bridge-hosted account (including for inactivity or Bridge's compliance requirements), Onramp will use commercially reasonable efforts to notify Client within two (2) business days of becoming aware of such action. If Onramp discontinues Onramp Earn, Onramp will use commercially reasonable efforts to convert Client's USDB balance to USD and credit Client's linked account, or facilitate a direct transfer of USDB to a wallet address designated by Client, within thirty (30) days of discontinuation. Onramp shall not be liable for loss of value in USDB during any wind-down period.

Governing Law — Bridge-Related Matters

Client acknowledges that access to Onramp Earn requires acceptance of Bridge's User Terms, which are governed by the laws of the State of New York and provide for mandatory arbitration under AAA Commercial Arbitration Rules. Disputes arising directly from Client's use of Bridge's services or Bridge-issued USDB may be subject to New York law and AAA arbitration as specified in Bridge's User Terms. Disputes between Client and Onramp arising from or related to Onramp Earn (as distinct from Client's direct relationship with Bridge) are governed by the governing law and dispute resolution provisions of these Terms.

Bridge Indemnification Obligation

By accepting Bridge's User Terms as required by Section 13.1, Client agrees to indemnify Bridge Building Inc. and its affiliates, officers, directors, employees, and agents against any losses, damages, liabilities, claims, and expenses arising from Client's use of Bridge's services, violation of Bridge's terms, or violation of applicable law, as further described in Bridge's User Terms. Onramp is not a party to this indemnification obligation and assumes no responsibility for claims brought by Bridge against Client under Bridge's User Terms.

Other Legal Terms

Summary: Onramp may rely on third parties. Onramp does not control these parties and is not responsible for any harm you may suffer from these third parties. You should carefully review the policies of these third parties before using Onramp.

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.

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 in connection with an internal restructuring or affiliate transfer without Client consent. For any external assignment to an unaffiliated third party (including by merger, acquisition, or sale of all or substantially all of Onramp’s assets), Onramp will provide Client with at least thirty (30) days’ prior written notice. Client may terminate their Account without penalty within such thirty (30) day period if Client objects to the proposed assignee, provided Client is current on all fees and initiates the Withdrawal process pursuant to Section 6.5. Any permitted assignee must maintain custody standards substantially equivalent to those maintained by Onramp under these Terms. 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.

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.

Dispute Resolution

Summary: This section provides details about how we will resolve disputes through the arbitration process.

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 13.5. 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.

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.

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.

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.

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.

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.

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.

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.

Bitcoin Network Fork Policy

In the event of a contentious or non-contentious Hard Fork, network split, airdrop or other modification that results in the creation of a new, separate virtual asset (a "New Asset"), Onramp shall have absolute sole discretion to determine its response.

Any decision to potentially access or facilitate the withdrawal of a New Asset requires unanimous agreement and coordination amongst all key partners associated with a client's Multi-Institution Custody vault.

When forks occur with significant value, Onramp will work with clients and key partners to attempt to deliver that new value to clients. This may or may not mean that Onramp can support the coin as a fully featured wallet with all the security principles that Onramp generally tries to maintain. It may mean that Onramp provides clients with tools such that they can access the coin and convert it to other forms of value.

Onramp has no duty, obligation, or commercial requirement to provide access to, or value derived from, any New Asset, nor to liquidate or transact any New Asset on Client’s behalf. Client is solely responsible for assessing and pursuing any value associated with a New Asset.

Clients indemnifies Onramp against any direct, indirect, incidental, special or consequential losses due to the inability to access any Digital Asset created as a result of a Fork.

Promotional Programs

Onramp may from time to time offer promotional programs, enhanced reward tiers, fee waivers, or other marketing incentives (each, a "Promotional Program"). The benefits, eligibility, qualifying activities, payout timing, and duration of each Promotional Program are published by Onramp on the Website or communicated to eligible Clients by email or in-app notification (each, a "Program Specification") and are incorporated into these Terms by reference. Use of a Promotional Program code, acceptance of a benefit, or completion of a qualifying activity constitutes acceptance; no separate written acceptance is required.

All Promotional Program benefits are discretionary marketing incentives funded solely by Onramp's corporate revenue. They are not guaranteed, do not constitute interest, yield, or a return on any asset, and are not FDIC- or SIPC-insured. Onramp determines eligibility, amounts, form, and timing in its sole discretion, and may modify, suspend, or terminate any Promotional Program, or deny, withhold, revoke, or claw back any benefit, at any time — including upon account termination, suspension, or restriction; voluntary offboarding (forfeiting any unused portion with no refund); failure to meet eligibility or a qualifying activity; or conduct Onramp determines to be fraudulent, abusive, or duplicative.

Promotional Program benefits may be taxable income. U.S. Clients must provide IRS Form W-9, and non-U.S. Clients IRS Form W-8BEN or equivalent, as a condition of payout; Onramp issues Form 1099-MISC for aggregate annual rewards exceeding $600. Participation is subject to the Client's obligations under Section 5. Unless the Program Specification states otherwise, benefits are not stackable with other promotional offers, and a participating Client is not eligible for referral rewards under Section 12 as a Referee for the same qualifying activity.

Contact Us

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