BlockFi Private Client Terms (formerly known as BlockFi Personalized Yield Terms)
Welcome to BlockFi. Our BlockFi Private Client program, formerly known as BlockFi Personalized Yield (“Private Client”) allows our clients (“you” or “your”) to lend certain cryptocurrency to BlockFi Lending LLC, in the case of clients that are resident or based in the United States, and BlockFi International Ltd., a Bermuda exempted company which holds a Class F (full) license from the Bermuda Monetary Authority to conduct digital assets business, in the case of clients that are resident or based outside of the United States (“BlockFi”, “Borrower,” “we,” “us” or “our”). To participate in the Private Client program, you must agree to these BlockFi Private Client Terms (“Terms”) and enter into a separate Master Digital Currency Loan Agreement with BlockFi.
By choosing to participate in our Private Client program, you agree and acknowledge that you have read, understood, and agree to the Terms. In addition, the BlockFi Terms of Service are incorporated by reference herein and are found here: https://blockfi.com/terms/. Any defined terms used herein, if defined in the BlockFi Terms of Service, shall have the same meaning as set forth in the BlockFi Terms of Service. We reserve the right to update these Terms and the BlockFi Terms of Service at any time and may notify you of such changes via the Website or by email at the address specified on your account application, but we have no obligation to notify you of every update. Your continued participation in the Private Client program following any change or update shall constitute your agreement to the amended Terms, and you agree to be legally bound by the amended Terms.
Please read and keep these Terms. If you need a physical copy of these Terms or if you have any questions, you can submit a support ticket here or visit blockfi.com.
A. Participation in BlockFi Private Client Program
1. Anyone residing in a jurisdiction where we offer the Private Client program and who is at least eighteen (18) years old and represents and agrees to be legally bound by these Terms can participate in the Private Client program.
2. The Private Client program is not available in Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States or Bermuda embargoes goods or imposes similar sanctions. The Private Client program is not available in the State of New York, or any other jurisdiction which we determine we would not be able to or chose not to offer the Private Client program. Due to the dynamic nature of regulatory requirements and interpretations in the cryptocurrency market, we reserve the right to update the list of prohibited jurisdictions and that we determine we would be unable to accept for regulatory or policy reasons in our sole and absolute discretion.
B. Master Digital Currency Loan Agreement
In order to participate in the Private Client program, you must enter into a Master Digital Currency Loan Agreement with the Borrower (“Loan Agreement”), which sets forth the terms for loans of your available cryptocurrency (“Loans”). You understand and agree that certain terms of the Loan, such as interest rates, maturity dates, loaned cryptocurrency, etc., will be negotiated at the time the Loan is made and all Loans made under the Loan Agreement shall have the terms and conditions as set forth in the Loan Agreement and the applicable loan term Sheet for each Loan. We will present you with the Loan Agreement and each Loan Term Sheet for your electronic signature through email or other available means. You are responsible for compliance with the terms of the Loan Agreement and each Loan Term Sheet, and you should review the terms carefully before you make any Loans to the Borrower. You understand and agree that, upon your participation in the Private Client program, all cryptocurrency, except for cryptocurrency held in your BlockFi Wallet account or provided as collateral for a fiat loan that you transfer to BlockFi, will be considered a Loan subject to these Terms and the Loan Agreement and all such cryptocurrency will not be subject to the BlockFi Interest Account Terms.
C. BlockFi Private Client Fixed Term and Open Term Loans
Loans may have specified maturity dates, which we refer to herein as BlockFi Private Client Fixed Term (“Fixed Term Loan”), and any Loans without specified maturity dates are referred to herein as BlockFi Private Client Open Term Loans (“Open Term Loan”), also known as Term Loan and Open Loan respectively in the Loan Agreement and applicable Loan Term Sheet. If, pursuant to the specific terms of your Loan Agreement and the applicable Loan Term Sheet, your Loan is a Fixed Term Loan, you may elect to terminate a Fixed Term Loan, in whole or in part, prior to the applicable maturity date, upon prior written notice to BlockFi. BlockFi will confirm the termination of such Fixed Term Loan in writing, along with confirmation of any early termination fee that may be applicable. Any early termination fees charged for the early termination of the Fixed Term Loan will be deducted from the principal amount of such Fixed Term Loan. Please note it may take up to 10 days to process early terminations of Fixed Term Loans. If you enter into a Fixed Term Loan, any cryptocurrency you transfer to BlockFi under the Private Client program prior to the start date of such Fixed Term Loan will be deemed borrowed through an Open Term Loan until such start date. In addition, if you enter into a Fixed Term Loan and transfer the agreed amount of cryptocurrency to BlockFi after the start date of such Fixed Term Loan, then the cryptocurrency will be deemed borrowed through an Open Term Loan until a modified Fixed Term Loan start date is agreed upon between you and Borrower in writing. Upon termination of a Fixed Term Loan on the applicable maturity date, such Fixed Term Loan will be automatically converted into an Open Term Loan, and you will earn interest on such Open Term Loan at the applicable interest rate set forth in the applicable Loan Term Sheet. Open Term Loans may be terminated, in whole or in part, at any time upon request by you through the BlockFi account interface or the Borrower in writing to you.
D. How Interest Is Calculated
Interest on each Loan will be calculated in accordance with the agreed upon interest rate in the applicable Loan Term Sheet for each Loan. We use the daily balance method to calculate the interest on your Loan. This method applies a daily periodic rate to the specified principal of your Loan on each day. The daily periodic rate is calculated by dividing the applicable interest rate by the number of days in the year.
E. How Interest Is Paid
1. Interest will be payable in arrears. Interest on Fixed Term Loans will be paid at the end of the term on the next Thursday of the week after the maturity date of the Fixed Term Loan specified in the applicable Loan Term Sheet. The interest on Fixed Term loan will be credited to your Open Term Loan. Interest on Open Term Loans will be paid within five business days following the end of each calendar month. Interest on Open Term Loan will be paid on a monthly basis and added to the principal of the Open Term Loan on a monthly basis. All interest will be paid in cryptocurrency. The accrued interest will be calculated and paid to the one hundred millionth of the relevant unit of cryptocurrency. Any digits beyond that will be truncated; balances and interest payments on account statements will be truncated to eight decimal digits (one hundred millionth of a unit). Once interest has been credited to your Open Term Loan, you will earn the effective interest on it in future months.
2. Interest on Fixed Term Loans will be payable in the same cryptocurrency as that of the underlying Fixed Term Loan, unless otherwise agreed to in the applicable Loan Term Sheet. You may elect to have your interest paid on Open Term Loans in any cryptocurrency we support, in our discretion as may be modified from time to time, by agreeing to the same in the applicable Loan Term Sheet or by adjusting the default settings on your online account interface at least 2 business days prior to the last business day of the calendar month. If you do not make an election prior to such deadline, interest will be paid in kind (i.e., in the type of cryptocurrency that is earning interest). Once an election has been made it will remain the interest accrual election for your Open Term Loan until a subsequent timely election is made. If you elect for interest to be paid in a cryptocurrency that is different from the cryptocurrency on which the interest has been earned, BlockFi may charge an administrative fee of up to 1.5% of the total amount of interest accrued for such month, depending on the cryptocurrency selected and market conditions at the time of the interest payment.
F. Withdrawal of Loaned Cryptocurrency
1. If, pursuant to the specific terms of your Loan Agreement and the applicable Loan Term Sheet, your Loan is an Open Term Loan, you may request termination of an Open Term Loan, in whole or in part, and the withdrawal of your loaned cryptocurrency from BlockFi at any time through the BlockFi account interface. Once you request a termination of an Open Term Loan and the return of the cryptocurrency provided under an Open Term Loan, BlockFi initiates the termination and withdrawal process instantly when possible, and, unless otherwise specified in the applicable Loan Term Sheet, we may require up to seven (7) days after you submit your request to process the termination and withdrawal, during which time interest will continue to accrue. Any interest that has accrued but not yet included in the principal amount of an Open Term Loan on a month-end basis is not eligible for payment until the fifth business day of the following month.
2. If, pursuant to the specific terms of your Loan Agreement and the applicable Loan Term Sheet, your Loan is a Fixed Term Loan, upon termination of a Fixed Term Loan on the maturity date or earlier, such Fixed Term Loan will be automatically converted into an Open Term Loan, and you may request the withdrawal of your loaned cryptocurrency from BlockFi at any time as stated in F (1) above.
3. Limits on withdrawals of loaned digital assets from BlockFi based on frequency and amount may apply from time-to-time and will be described in your BlockFi account interface and on our Website at https://blockfi.com/bpc-fees.
4. In the case of any withdrawal of loaned cryptocurrency from BlockFi, you will be required to first transfer the cryptocurrency to your BlockFi Wallet and then provide the details for the external, non-BlockFi account to which you wish to transfer the cryptocurrency. Upon withdrawal, the cryptocurrency will first be transferred to BlockFi Trading LLC, and then will be transferred to your designated external account. Assets subject to a withdrawal request cannot be traded.
5. If the details you provide are inaccurate or incomplete, your cryptocurrency may be permanently lost. When you request a transfer of all or any of your cryptocurrency to an external, non-BlockFi account following the termination of an Open Term Loan, we will not be liable for any loss that results from inaccurate, incomplete or misleading details that you may provide for such transfer. If the external, non-BlockFi account you specify is one to which we are unable to process transfers, we will have no liability for any failure or delay in processing your requested redelivery of loaned cryptocurrency.
6. BlockFi shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder caused, directly or indirectly, by reason of any occurrence beyond the control of BlockFi (including but not limited to any act of state, governmental or regulatory authority, any act of God, war, civil unrest, local or national disturbance, natural disaster, fire, epidemics, pandemics, any act of terrorism, cyber-attacks, interruptions or malfunction of computer or server facilities for BlockFi or its service providers, or the unavailability of the Federal Reserve Bank wire or the applicable blockchain and related confirmation protocol for any applicable cryptocurrency or other wire or communication facility); provided, however upon the occurrence of any such event BlockFi shall use commercially reasonable efforts to perform its obligations hereunder.
7. Following the termination of an Open Term Loan, the transfer of cryptocurrency from your BlockFi Wallet to an external, non-BlockFi account in any calendar month will be subject to a withdrawal fee as described at https://blockfi.com/bpc-fees which fees will be deducted from the amount of cryptocurrency you transfer to an external, non-BlockFi account, unless otherwise set forth in your Loan Agreement or the applicable Loan Term Sheet. For example, if you transfer one Ethereum to an external, non-BlockFi account, and the Ethereum network charges a transaction fee equal to .01 Ethereum, you will receive .99 Ethereum. BlockFi may also charge an additional fee for transfers to external non-BlockFi accounts, unless otherwise set forth in your Loan Agreement or the applicable Loan Term Sheet. We will publish any such transfer fees on our Website before they take effect, and thereafter the applicable transfer fee will be deducted from the amount of cryptocurrency you transfer to a non-BlockFi account. Additionally, any discount on withdrawal fees agreed upon, pursuant to the specific terms of your Loan Agreement and the applicable Loan Term Sheet, will be applied as rebate to your BlockFi Wallet on the next Monday after the date of withdrawal.
8. Additionally, from time to time there may be transfer minimums at BlockFi’s third party custodians which may limit your ability to transfer un-tradable fractions or other small amounts of cryptocurrency without first increasing the amount in your BlockFi account.
9. BlockFi and our third-party partners may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transfers and withdrawals of cryptocurrency either temporarily or permanently. BlockFi is not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transfers or withdrawals.
G. Utilization of Assets
1. Except where prohibited or limited by applicable law, BlockFi has the right, without further notice to you, to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer, invest or use any amount of such cryptocurrency provided by you under a Loan, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in BlockFi’s possession and/or control a like amount of cryptocurrency, and to use or invest such cryptocurrency at its own risk.
2. You acknowledge that, with respect to applicable assets used by BlockFi pursuant to this section: (i) you will not be able to exercise rights of ownership, (ii) BlockFi may receive compensation in connection with lending or otherwise using or investing cryptocurrency in its business to which you will have no entitlement, and (iii) cryptocurrency that is subject to such lending transactions, investment or otherwise being used in these transactions will not be held by BlockFi’s third party custodians.
H. Risk Disclosure
1.The Private Client program is not a checking or savings account, and it is not covered by insurance against losses. We will pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use funds and cryptocurrency assets to counterparties, and such cryptocurrency assets will be exposed to various risks as a result of such transactions. In certain jurisdictions, cryptocurrency is not legal tender, and is not backed by the government. The Private Client Open and Fixed Term Loans and loan balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. The Private Client program is not registered with any federal or state securities regulatory authority. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency.
2. Transactions in cryptocurrency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. If you attempt to transfer assets to an unsupported wallet or using an unsupported network, or if you attempt to transfer assets other than eligible cryptocurrency (including any unsupported digital assets) to BlockFi, such assets may be permanently lost. We assume no liability, obligation or responsibility whatsoever with respect to any unsupported digital asset or any asset that is transferred using an unsupported network or to an unsupported wallet. Some cryptocurrency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction. The value of cryptocurrency may be derived from the continued willingness of market participants to exchange government-issued currency for cryptocurrency, which may result in the potential for permanent and total loss of value of a particular cryptocurrency should the market for that cryptocurrency disappear.
3. There is no assurance that a person who accepts a cryptocurrency as payment today will continue to do so in the future. The volatility and unpredictability of the price of cryptocurrency relative to government-issued currency may result in significant loss over a short period of time. The nature of cryptocurrency may lead to an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganizations. The nature of cryptocurrency means that any technological difficulties experienced by BlockFi may prevent the access or use of a customer’s cryptocurrency. Any bond or trust account maintained by BlockFi for the benefit of its clients may not be sufficient to cover all losses incurred by clients. In light of these risks, you should carefully consider whether holding cryptocurrency in a BlockFi account is suitable.
I. Indemnification and Limitation of Liability; Attorney’s Fees and Costs for Lawsuits
1. You will indemnify and hold us and our affiliates harmless from any losses, damages, suits and expenses, of whatever kind, including reasonable attorneys’ fees, which we may incur in connection with or arising out of your use of any BlockFi account, your Loan or participation in the Private Client program or our activities in connection with such Loans, your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by your agent, representative or third-party service provider while participating in the Private Client program, regardless of whether the specific use was expressly authorized by you.
2. We are not liable for special, incidental, exemplary, punitive, or consequential losses or damages of any kind.
3. Except for any setoff permitted by applicable law, any amounts owed, or liabilities incurred by us (“Obligations”) may be satisfied solely from the assets of the Borrower. Without limiting the generality of the foregoing, in no event shall you have any recourse, whether by setoff or otherwise, with respect to any amounts owed or liabilities incurred, to or against any assets of any person or entity other than the Borrower for Obligations, including, without limitation, any member, affiliate, investor, employee, officer, agent or advisor of the Borrower. For the avoidance of doubt, the foregoing shall not limit any setoff permitted by applicable law.
4. Our liability to you for a claim is limited to the face value of the item or transaction, or the actual value of any funds not properly credited or debited.
1. We may take or set off funds in any or all of your accounts at BlockFi or reduce the borrowed amount under any Loan, or transfer funds between any or all of your accounts at BlockFi, with us or any of our affiliates for direct, indirect and acquired obligations that you owe us or our affiliates, including any balances as a result of not having sufficient funds available or as a result of an erroneous transfer of funds to an address under your control, or a return or other negative balance, regardless of the source of funds in an account.
2. These rights are in addition to other rights we have to take, transfer or charge funds in your account for obligations you owe us or our affiliates. We may consider these Terms as your consent to BlockFi exercising its right of setoff should any laws governing your account require your consent.
3. If the law restricts our ability to take, transfer or setoff funds in your accounts at BlockFi or reduce the borrowed amount under any Loan, or if some contributions are protected from attachment, levy or legal process to the extent that you may do so by contract, you waive those conditions and limits and authorize us to apply funds in any or all of your accounts with us (or reduce the borrowed amount under any Loan) to obligations you owe us. Exercising these rights may result in early withdrawal penalties.
1. We accept digital images, e-signatures, and facsimile signatures for documents that need to be signed. However, we will not be liable if use of a device was unauthorized or if the size, color or quality of the signature is different from that of any signature previously presented to us. If a facsimile signature is used for a transfer out of your Private Client Open Term or Fixed Term, you are responsible for any withdrawal from your account when the facsimile signature resembles or purports to be the signature of a person authorized to make withdrawals from your account. You agree to reimburse us (and we may charge your account) for all claims, costs, losses and damages, including reasonable attorneys’ fees, that result from our payment of a transfer accompanied by a facsimile signature or by a facsimile or digital image that we otherwise believe you authorized.
2. You must maintain adequate security and control of any and all IDs, passwords, hints, or any other codes that you use to access your Private Client account through our online platform. Any loss or compromise of the foregoing information or your personal information may result in unauthorized access to your Private Client account. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information. You accept all risks of unauthorized access and use of your Personalized Yield.
Last updated 8/04/2022