Effective date: April 13, 2022
IMPORTANT: By purchasing, accessing or using any of the Services (as defined below), you (“you”, “your”, “User”) acknowledge that you have read, understand, and completely agree to these Terms (as updated and amended from time to time, the “Terms”). If you do not agree to be bound by these Terms or with any subsequent amendments, changes or updates, you may not purchase, access or use any of the Services, and if you do purchase, access or use any of the Services, you will be bound by these Terms, as updated and amended from time to time. Your only recourse in the case of your unwillingness to continue to be bound by these Terms is to stop using all of the Services and request the closure of any Channels (as defined below).
Only Eligible Users (as defined below) are permitted to purchase, access or use the Services. Any Person that is not an Eligible User that utilises the Services will be in breach of these Terms and may have any Channels closed and any BTC and fees remitted to Synonym forfeited.
Synonym (as defined below) acts as a provider of technology only and cannot assist with queries regarding Routed Transfers (as defined below), ensuring and verifying that LN-BTC are received by the intended Recipient in full, the terms of agreement between the User and any Recipient, maintaining records on behalf of Users, taxes and tax reporting obligations or otherwise.
Irrespective of any Channel Duration (as defined below), Synonym may opt, in its sole discretion, to extend or reduce the duration of any Channel in accordance with these Terms.
In order to assist your understanding of these Terms, we have included, in italicised text, an introductory paragraph to each section. These introductions should not be viewed as a substitute for reading the full text and are qualified by the text in full. If you have any doubt over the meaning of these terms, please contact us at email@example.com before you purchase any Services. Any decision to utilise the Services should be based on consideration of these Terms as a whole
This section introduces us, these terms, and sets out how we may update these Terms.
These Terms, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of any or all of the Services, and any manner of accessing them via the Site, between you and Synonym Software Ltd., a business company with limited liability incorporated in the British Virgin Islands, or any successor operator of the Services (together with any successors or assigns, “Synonym”, “we”, “our”) (each of you and Synonym being a “Party” and collectively the “Parties”).
These Terms may be amended, changed, or updated by Synonym at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms is current and correct. Your non-termination or continued access or use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates. Your only recourse in the case of your unwillingness to continue to be bound by these Terms is to stop using all of the Services and to request the closure of any Channels.
The purchase, access or use of any of the Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
In this section, we define certain terms used throughout these Terms. If a word is capitalised in these Terms, please refer to this section for its intended meaning.
In these Terms, the following words have the following meanings, unless otherwise indicated:
This section sets out the services Blocktank provides and who is eligible to use those services.
The Widget enables Eligible Users to purchase inbound Lightning Network payment channels of a chosen Channel Capacity for a Channel Duration (any Lightning Network channels so opened by Synonym at your request through the Widget, a “Channel”).
Subject to these Terms (including you satisfying your obligations to make the Channel Payment), a Channel shall be established between the User Node and the Blocktank Node. The Channel shall be funded by Synonym or its Associates to the Channel Capacity in accordance with Section 4 (Fees and Funding) of these Terms. The Channel shall be a multi-signature address controlled by you and Synonym.
Users of the Services shall be “Eligible Users” where: (i) they are not Prohibited Persons; (ii) they do not utilise the Services to facilitate any Prohibited Uses; (iii) they have confirmed that any Recipient is not a Prohibited Person; and (iv) Synonym has received the Channel Payment payable by the User in full. The purchase, access or use of any of the Services by any person other than an Eligible User is void and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
You may use the Services solely in accordance with these Terms. You shall not take any steps to circumvent, avoid, bypass or obviate, directly or indirectly, the intent of these Terms.
Synonym reserves the right to change the Services (including the Widget) at any time and without notice, but will use commercially reasonable efforts to promptly notify you of any change that is expected to affect any of your existing Channels. Such notification may be made, without limitation, through public forums, such as publication on the Site or through third-party social media sites. However, Synonym reserves the right, at its sole discretion, to suspend or revoke your access to, or use of the Services, at any time and for any reason, including: (i) your violation of these Terms; (ii) if Synonym determines or suspects that you have ceased to be an Eligible User or any Recipient is a Prohibited Person; (iii) scheduled or unscheduled maintenance; or (iv) addressing any emergency security concerns or other force majeure event.
4. FEES AND FUNDING
This section describes the fees and other amounts you will need to pay to Synonym upon opening, or topping up, a Channel, and for Routed Transfers and how these can be paid. This includes the fees payable to Synonym, and the funding for the Local Balance. Note that the BTC you send to us will generally not be the same token or portion thereof that funds your Channel.
Upon acquiring, or requesting an increased capacity of, a Channel, you will be required to pay to Synonym:
an amount equal to the desired Local Balance (the “Funding Amount”); and
an amount equal to the fees calculated by the Widget (the “Set-Up Fees” and together, the “Channel Payment”).
The Channel Payment must be provided to Synonym in BTC from a wallet owned by you. Synonym has no obligation to open any Channel unless and until, and subject at all times to these Terms, it has received the Channel Payment in full and confirmed (to the satisfaction of Synonym) BTC at the digital wallet address provided to you through the Widget for the Channel Payment.
Synonym is under no obligation to open, or increase the capacity of, the Channel using the Funding Amount received. Instead, Synonym may open or increase the capacity of a Channel with a corresponding amount of BTC or LN-BTC held by it or its Associates.
You, and not Synonym, shall be responsible for any transaction, miner or other fees incurred on the relevant network protocol for the transmission of the Channel Payment to Synonym and for the closure or opening, or any increase in capacity, of any Channel and the related recordation by the Bitcoin network.
Any Routed Transfer shall incur fees, payable to Synonym, as follows:
subject always to a minimum fee of 1 sat (together, the “Transfer Fees” and, together with the Set-Up Fees, the “Fees”). For the purposes of calculating the appropriate tier of Routing Fees, the aggregate amount shall be calculated at the bid price for BTC in U.S. dollars on Bitfinex.com or such other exchange determined by Synonym at the time the Routed Transfers is made.
The Transfer Fees shall be payable in BTC and are additional to the LN-BTC transferred pursuant to a Routed Transfer.
Synonym reserves the right to amend the Fees payable for the Services at any time.
You agree that any Fees are non-refundable, in whole or in part, even if your Channel is closed prior to Channel Duration.
5. TRANSACTION LIMITATIONS
In this section, we discuss the limits that apply to your Channel, and you agree not to circumvent such limits.
Subject to any further written agreement between you and Synonym, the maximum Channel Capacity, when taken in aggregate with all Channels opened by you or on your behalf, is the equivalent in BTC of US$9,999, at the bid price for BTC in U.S. dollars on Bitfinex.com at the time the Channel is established. The foregoing shall not prevent Synonym from establishing further limitations, generally or in respect of any user, from time to time.
Subject to any further written agreement between you and Synonym, you may not have more than four open Channels at any time. You must not utilise virtual private networks, proxy services, or any other service, network, product or process to disguise your IP address, location or any other connection between your open Channels to circumvent this restriction. You must not utilize any User Node or Channel to disguise your identity or avoid these limits. Synonym reserves the right to impose additional transaction limits on any particular User or group of Users and to suspend or terminate a User’s use of the API or any Channel (including if Synonym believes that such transaction may violate these Terms, applicable Law or otherwise).
Synonym may implement protective measures to ensure that any User does not breach any transactional limitations imposed thereon. The absence or ineffectiveness of any protective measures shall have no effect on the restrictions of any User pursuant to these Terms.
6. CLOSURE OF CHANNELS
In this section, we discuss how and when we may close Channels. It is important to note that, whilst you may choose a minimum duration for your Channel, we may keep Channels open for longer than the minimum duration, at our discretion. You may request to close a Channel as further described in this section. In certain circumstances, we may elect to close a Channel, through cooperative or force close, before the Channel Duration expires. This section also sets out your and our rights and obligations, after a Channel is closed.
Upon purchasing a Channel, you shall be required to confirm how long you wish the Channel to be open for (the “Channel Duration”). The minimum configurable Channel Duration shall be four weeks and maximum configurable Channel Duration shall be 12 weeks, subject to the rights of Synonym to extend or reduce such maximum or minimum Channel Duration at any time, without notice to you and to otherwise close a Channel pursuant to these Terms.
Notwithstanding the Channel Duration, you may request to close your Channel at any time by utilising your preferred software to request a cooperative closure (a “Closure Request”). Synonym has no obligation to respond to, or cooperate with, any Closure Request. In the event that Synonym does not cooperate with any Closure Request, you may initiate a forced closure of a Channel by submitting the latest state onto the Bitcoin on-chain network (a “Force Close”). Upon any request for a Force Close, you may be required to wait for a period of time (being not less than two weeks) before receiving any BTC standing to your credit in the Channel. Synonym and its Associates shall have no liability or responsibility for any Losses directly or indirectly arising out of or related to a Force Close and any delays experienced by a User in receiving BTC as a result of any Force Close (including any fluctuations in the price of BTC during such time).
Notwithstanding the Channel Duration, Synonym retains the right to close a Channel prior to the Channel Duration, through cooperative or Force Close, at its discretion. Synonym may utilise this right: (i) with your written consent (which may take the form of you providing a digital signature to authorise a cooperative settlement transaction); (ii) Synonym determines or suspects that you have violated, breached, or acted inconsistent with any of these Terms or exposed Synonym or its Associates to civil, criminal, or administrative penalties or to economic sanctions or other restrictive trade measures or Losses pursuant to applicable Laws, or in connection with an investigation regarding any of the foregoing; (iii) Synonym determines or suspects that any representations or warranties provided by you pursuant to these Terms are incorrect or later cease to be correct; (iv) as required under applicable Laws or pursuant to a request or demand by any Government; (v) if your Channel has been inactive for fourteen or more days; (vi) to perform software upgrades that are incompatible with your Channel as a result of any failure, malfunction, error, data loss or technical issue encountered by your Channel, the Widget, or the Lightning Network or otherwise, or (vii) if otherwise permitted pursuant to these Terms.
Following the expiry of the Channel Duration, Synonym has the right, but not the obligation, to close a Channel, through cooperative or Force Close, at its discretion. Synonym retains the right to keep a Channel open for an indefinite period, at its sole discretion. In order to request closure of a Channel, you may follow the procedure set out in Section 6.2.
Subject to Section 6.7, these Terms shall terminate upon the later of the closure of your Channel and the cessation by you of the use of the Services.
Synonym shall not be liable to you or any other Person for termination of your access to the Services.
On termination of these Terms, the following Sections shall continue in force: Section 6.6, this Section 6.7, Section 7 (Prohibited Users), 10 (No Representations of Synonym), 11 (Tax), 13 (Responsibilities, Limitation of Liability and Indemnity), 14 (Intellectual Property) and 16 (Miscellaneous). Termination of these Terms shall not affect the rights, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right of Synonym to claim Losses in respect of any breach of the Terms which existed at or before the date of termination or expiry.
7. PROHIBITED USES
This section sets out what you must not use the Channel for, and the actions we might take if you breach these restrictions. These restrictions include using the Services or any Channel to transfer funds to any U.S. Person or any person who is subject to Economic Sanctions or to disguise the origin or nature of illicit funds.
You must not:
Any use as described in this Section shall constitute a “Prohibited Use”. You must assure that any Routed Transfer or other use by you of the Channel is not a Prohibited Use. If Synonym determines or suspects that you have engaged in any Prohibited Use, Synonym may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, without limitation: (i) force closing any active Channel associated with you; (ii) making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; or (iii) suspending or terminating your access to any Services. In addition, should your actions or inaction result in Loss being suffered by Synonym or any of its Associates, you shall pay an amount to Synonym or the Associate so as to render Synonym or the Associate whole, including the amount of taxes or penalties that might be imposed on Synonym or the Associate.
8. INFORMATION OBLIGATIONS
You are required by this section to provide us with certain information upon request. Failure to provide such information may result in you not being able to access the Services.
Synonym may, from time to time, request information regarding your use of any Services (including any Channel or the Site) or User Node. All information provided to Synonym must be true, accurate and not misleading in all respects. In the event that there are any changes to any information provided to Synonym, you must inform Synonym of such changes in writing through firstname.lastname@example.org prior to such changes taking effect. Synonym reserves the right to cease to allow you access to the Services at any time, including as a result of any change in information provided or a failure to provide any information when requested.
YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
In this section, we ask you to make certain statements about you, and your use of the Services. If any of these statements are, or will be when using the Services, untrue, you must not purchase the Services. You must contact us immediately at email@example.com if, after you purchase any Services, you find out that any of the following statements are untrue.
You represent and warrant to Synonym on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilize or access the Services (or route any payment through any Channel), in each case with reference to the facts and circumstances existing at such date, as follows:
10. NO REPRESENTATIONS OF SYNONYM
This section explains that we do not make any promises about the Services and that we are providing such services on an ‘as is’ basis. We cannot confirm that the Services will suit your needs. We are not responsible for the functionality of the Lightning Network.
Synonym makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, Synonym expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Services and any Channel. The Services (including any Channel) are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Synonym may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this Section, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
Without limiting the generality of Section 10.1, Synonym makes no representations, warranties, covenants or guarantees to you in respect of:
This section makes it clear that you are responsible for any taxes in relation to any transactions you carry out through a Channel.
It is your sole responsibility to determine whether and to what extent taxes and tax reporting obligations may apply to you (including any goods and services tax) with respect to the transactions carried out through the Services and you shall timely pay all such taxes and shall file all returns, reports, and disclosures required by applicable Law. You agree to indemnify and hold Synonym and its Associates harmless from and against any and all taxes (other than income or similar taxes on income earned by Synonym in providing the Services) payable with respect to any transactions carried out through the Services.
12. NO INSURANCE OR REGULATORY OVERSIGHT
This section explains that we are not regulated, and that any transfers you make through any Channel, and any funds standing to the credit of any Channel, are not covered by insurance.
Synonym is not registered as a money services business or money transmitter in the British Virgin Islands or elsewhere. You accept that any balance standing to a Channel is not subject to regulatory oversight, protections or insurance provided by any Person. In addition, whilst Synonym may maintain insurance for its own benefit in connection with its business, the insurance, if maintained, is solely for the benefit of Synonym and does not guarantee or insure any User in any way.
13. RESPONSIBILITIES, LIMITATION OF LIABILITY AND INDEMNITY
In this section, we limit our liability to you and set out our responsibilities for Routed Transfers. We also ask you indemnify us for any losses we incur as a result of a breach by you of these Terms.
Synonym is acting as technology provider only. You retain full responsibility, and neither Synonym nor any of its Associates assumes any responsibility, for any Routed Transfers made through any Channel. Synonym is not required to collate any information on any Recipient. Synonym is not responsible, and you retain full responsibility, to ensure that any Routed Transfers are made to the intended Recipient. Synonym cannot reverse any Routed Transfer. We cannot guarantee that any intended Recipient will be connected to the Channel.
To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that neither Synonym nor any of its Associates assumes any liability or responsibility for and neither Synonym nor any of its Associates shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to the Services. Without limiting the foregoing, you irrevocably agree and acknowledge that neither Synonym nor any of its Associates assumes any liability or responsibility for any Losses directly or indirectly arising out of or related to:
You hereby agree to release Synonym and its Associates from liability for any and all such Losses, and you shall indemnify and save and hold Synonym and its Associates harmless from and against all such Losses incurred by them as a result of your use of any Services in breach of these Terms. To the maximum extent permitted by applicable Law, the foregoing indemnity and limitations of liability and releases shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if Synonym or any of its Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
To the fullest extent permissible by Law, the maximum aggregate monetary liability of Synonym under these Terms shall in no event exceed the Set-Up Fees paid by you in respect of the Channel in relation to which the liability has arisen.
14. INTELLECTUAL PROPERTY
This section restricts how you may use our intellectual property.
You agree not to appropriate, copy, display, reverse engineer or use the trademarks, service marks, trade names, copyrights, code or content used in the Widget without express, prior, written permission Synonym. The Widget, and the trademarks, service marks, trade names, copyrights, code and content used in the Widget are protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by Synonym or its licensor(s).
This section explains that we cannot be held responsible for things outside of our control.
Synonym is not responsible for Losses caused by delay or failure of Synonym, the Services, the Blocktank Node or any Channel to perform when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; disease pandemics; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, protocol or internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against by Synonym.
This section contains provisions relating to which law governs these Terms, our relationship and whether we can transfer the rights of these Terms, among other things. It also covers how we propose to resolve disputes and asks you to agree to waive your right to a jury trial and any class action.
Governing law. These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands and shall be interpreted in all respects as a British Virgin Islands contract. Any transaction, dispute, controversy, claim or action arising from or related to your access to the Site, these Terms or any of the Services shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.
Resolution of disputes. Any dispute, claim, controversy or action arising out of or related to (i) the Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) the Services, your Channels and any Routed Transfer, or (iii) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Synonym.
Waiver of Class Actions. You and Synonym agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or Party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one user of the Services cannot and may not affect any other user of the Services.
Waiver of a right to a Jury Trial. To the fullest extent permitted by applicable Law, you and Synonym irrevocably and unconditionally waive all right to trial by jury in any legal action or proceeding of any kind whatsoever arising out of or relating to these Terms or any breach thereof, any use or attempted use of the Site, any Channel or the Services by you, and/or any other matter involving you and Synonym.
We are not acting in partnership with you. Nothing herein, including the provision of Services, shall be deemed or construed to create a partnership, joint venture, agency relationship or association between you and any of Synonym or its Associates. No Party shall have any right, power or authority to enter into any agreement or undertaking for or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. In assisting in the opening of a Channel, Synonym is acting as a technology provider, and not an agent, of the User, any Recipient or any other Person.
No Waiver; Available Remedies. Any failure by Synonym to exercise any of its rights, powers, or remedies under these Terms, or any delay by Synonym in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Synonym does not prevent either from exercising any other rights, powers, or remedies. The remedies of Synonym are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which Synonym is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that Synonym would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your assets, or your interests therein, that are held by Synonym or any of its Associates.
Assignment and Third Party Rights: These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Synonym and any attempt by you to assign these Terms without Synonym’s written consent is void. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by Synonym, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for Synonym to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Synonym. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Synonym or any other persons, except (i) such as inure to a successor or assign in accordance herewith and (ii) that the Associates of Synonym are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in Sections 7 (Prohibited Uses) and 13 (Responsibilities, Limitation of Liability and Indemnity)) as if a direct party to these Terms. No consent of any Person is required for any modification or amendment to these Terms.
Severability. If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.
Electronic Communications and Acceptance. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Synonym may provide in connection with these Terms through publication on any part of the Site or to your authorized e-mail address on file with Synonym. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted electronically, and it is the intention of the parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.