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Terms of Service

Welcome to Hodl Hodl - Thank you for visiting.

Last updated: June 29th, 2019

INTRODUCTION

Hodl Hodl is a Service provided by Hodlex Ltd (“Hodlex Ltd” or "us" or "our" or "we"). Your use of Hodl Hodl available through it is subject to these Hodl Hodl Terms of Service (“Terms of Service”) and the Hodlex Ltd Terms of Service ("General Terms"), and together these are referred to as the Terms ("Terms").

If there is any conflict between the Hodl Hodl Terms of Service and the General Terms, the Hodl Hodl Terms of Service shall prevail.

Please read these Terms of Service carefully before using the Services, because these Terms of Service affect your legal rights and obligations.

Your use of the Services will be governed by these Terms of Service, along with the hodlhodl.com Privacy Policy, and Dispute Rules.

Should you not accept Terms, Terms of Service, or the Privacy Policy (at least a single rule of them), you shall immediately stop using the Services. By using the Services, you will be deemed to have irrevocably agreed to these Terms of Service. Please note that any provision of the Terms of Service may be revised and reissued unilaterally by us without notice at any time. You should visit this page regularly to review the current edition of Terms of Service, since your continued use of the Services will be deemed as irrevocable acceptance of any revisions.

DEFINITIONS

Advertiser – a User who has published the Offer on the hodlhodl.com trading platform;

Agreement – agreement regarding the provision of Services concluded between the Hodlex Ltd as a service provider and a User as a service consumer. These Terms of Service constitute the rules of the Agreement. Agreement is deemed to have concluded between the Hodlex Ltd and a User, if a User has actually started to use Services;

Cryptocurrency (or Crypto) – Bitcoin or alternatives to Bitcoin.

Blockchain Bitcoin Network - is a peer-to-peer payment network that operates on a cryptographic protocol.

Buyer – a User who buys Cryptocurrency from any other User (the Seller) using hodlhodl.com trading platform;

Escrow address - a P2SH Cryptocurrency multi-signature address, which requires two keys (one belongs to the Seller, one to the Buyer, and another - to Hodlex Ltd) to sign the Cryptocurrency transaction.

Fiat money (or Fiat currency) - currency without intrinsic value established as money by government regulation or law;

Hodlhodl.com (“Hodl Hodl”) – Internet website owned by Hodlex Ltd where Users can:

  • either advertise their intention to buy / sell Cryptocurrency or accept respective advertisements of the other Users;
  • create multi-signature Cryptocurrency escrow P2SH addresses in order to ensure that both Seller and Buyer are equally protected during the course of Cryptocurrency selling/buying deal;

Offer – advertisement published on the hodlhodl.com trading platform by any User. Offer indicates respective User’s intention to purchase or sell Cryptocurrency;

Parties – both the Seller and the Buyer;

Payment window - timeframe within which the trade between the Seller and the Buyer shall be completed (i.e. Cryptocurrency shall be received by the Buyer and the payment shall be received by the Seller). Payment window must be defined by the Advertiser in Terms of Trade during the Offer creation process;

Purchase Contract – Cryptocurrency sell/purchase contract concluded between the Advertiser and the User who has accepted Advertiser’s created Offer. Terms of Trade specified within the respective Offer creation process become the rules of the Purchase Contract;

Seller – User who sells Cryptocurrency to another User (the Buyer) using hodlhodl.com trading platform;

Terms of Trade – terms of the potential trade specified by the Advertiser within the Offer creation process. Terms of Trade include a country where the Advertiser is willing to buy or sell Cryptocurrency, Cryptocurrency price and Fiat or Crypto currency of payment, minimum and maximum amount of payment, acceptable payment methods, Payment window as well as other terms Advertiser or Hodlex Ltd consider necessary. Hodlex Ltd is entitled to amend the list of mandatory rules and conditions which must be defined in the Terms of Trade at any time unilaterally. If any User accepts the Offer, he is deemed to have entered into the Purchase Contract with the Advertiser and in this event Terms of Trade specified within the Offer creation process become the rules of this Purchase Contract;

Terms of Service – these terms of service;

User – an individual who has an account (record) created within the hodlhodl.com authentication system and who is actually using Hodlex Ltd Services. Any User is deemed to have entered into the Agreement;

User Account – an account (record) created within the hodlhodl.com authentication system and associated to the specific User which allows this User to access Hodlex Ltd services;

Wallet – a Bitcoin wallet that operates on the Blockchain Bitcoin Network;

Working Hours - daily hours when the Advertiser is ready to perform a trade with the other Users (i.e. when the Advertiser’s Offer will be available/visible for the other Users). Working Hours must be defined by the Advertiser in the Terms of Trade of the respective Offer.

USING OUR SERVICES

Accessing Hodl Hodl

You will be able to access Hodl Hodl by using your User Account.

Reputation and rating

After each deal, every User has a right to rate his cooperation with the other User. Such ratings are used by Hodlex Ltd to define User’s reputation. User’s reputation is an indicator which shows the other Users and Hodlex Ltd, how honestly and responsibly this particular User behaved during the course of his previous deals.

Limits

In order to reduce probability of frauds, Hodlex Ltd. has introduced several trading limitations (e.g. single-trade limit, number of active Offers at the same time etc.), which are determined by the limit level applied to those Users who have not reached certain number of successful deals and have not bought / sold certain amount of Cryptocurrency. The table of these limitations shall be published on the hodlhodl.com website on the FAQ/Help page, which is in addition to further information about the current limits visible on the page Dashboard.

The administrator of Hodl Hodl has the right to, at any time, change limits for a User, without changing limits for other Users and to change limits for all the Users on Hodl Hodl trading platform.

Limits level can be found in each User’s profile.

Offers and Contracts

After your account is registered and your email has been verified you can start trading with the other Users of the hodlhodl.com trading platform.

A trade (contract) is initialized if:

  • Your Offer is accepted by another User;
  • You accepted an Offer created by another User.

Offers are Users’ advertisements to buy or sell Cryptocurrency published in the relevant sections (i.e. "Buy bitcoins" or "Sell bitcoins") of the hodlhodl.com website.

You can create a new Offer ("Offer” or “Offers”) to advertise your intention to buy or sell Cryptocurrency. Within the Offer creation process you will be asked to specify certain Terms of Trade ("Terms of Trade"), which include a country where the Advertiser is willing to buy or sell Cryptocurrency, Cryptocurrency price and Fiat or Crypto currency of payment, minimum and maximum amount of payment, acceptable payment methods, Payment window, Working hours, as well as any other information you consider necessary.

Terms of Trade shall only contain true and accurate information.

From time to time we may unilaterally amend the list of terms which must be defined within the Offer creation process.

If you do not want to display an Offer in the public Offer list, then when creating the Offer, you need to mark the Offer type as “Private”. When Users want to create a contract for this Offer, they can only do so if the link to this Offer has been sent to them.

After the Offer with a fixed price is created, the price is locked. However it can be changed by manually editing the Offer. If the Offer’s price is tied to one of the available exchanges, the price fluctuates accordingly. Whether the offer price is fixed or tied to an exchange, the price of the Cryptocurrency shall not deviate more than 30% from the market rate. Private Offers are not subject to this rule and may use any price.

Multiple Offers with the same payment methods are not allowed in the same country unless the Offers have a price difference of at least 2% (two percent).

Published Offer can be withdrawn by the Advertiser at any time even it is already accepted by the other User.

The Offers can have one of 3 statuses: Active, Inactive, Disabled. To improve the operations of the Hodlex Ltd, an Offer’s status may be automatically and/or temporarily changed to “Inactive” or “Disabled”.

An Offer’s transition to “Inactive” or “Disabled” status may occur in, but is not limited to, the following situations:

  • If a User has reached their limit for contracts, this User's Offers will be temporarily removed from the Offer list, and/or the links to their Offers will be unavailable. If the User is able to start a new contract according to his limits, the Offers will be visible again in the Offer list, and/or available through the link.
  • If an Offer’s Cryptocurrency price deviates more than 30% from the market rate, the Offer will be removed from the Offer list, and/or the link to the Offer will be unavailable. If the Offer’s Cryptocurrency price no longer deviates more than for 30% from the market rate, the Offer will be visible again in the Offer list, and/or available through the link.
  • If the User has been blocked or banned, then at the time of blocking or banning, all of the User's Offers will be removed from the list, and/or the link to the Offer will be unavailable. If the User is unblocked or unbanned, the Offers will be visible again in the Offer list, and/or available through the link.
  • If the User’s account is deleted, his Offers will be removed from the Offer list, and/or the links to his Offers will be unavailable.
  • If the User has not been online within the past 10 days.

We may hide, or remove your Offer / Offers, if you violate these Terms of Service or any other agreement you enter into with Hodlex Ltd.

By publishing an Offer, you express your will to enter into a Purchase Contract (“Purchase Contract”) with any other User who will accept your Offer. Unless your Offer is withdrawn, you are deemed to have an intention and a will to enter into a Purchase Contract with any other hodlhodl.com User who will accept your Offer and in accordance with the rules (“Terms of Trade”) specified by you within the Offer creation process.

By accepting an Offer created by another User (the Advertiser), you are deemed to have accepted all Terms of Trade of the respective Offer and entered into a Purchase Contract with the Advertiser. In this event, Terms of the respective Trade shall constitute the rules of the Purchase Agreement concluded between you and the Advertiser.

The minimum amount for entering the Purchase Agreement is 0.001 bitcoins;

In accordance with this Purchase Agreement, the Seller agrees to sell a certain amount of Cryptocurrency to the Buyer, and the Buyer agrees to buy this said amount of Cryptocurrency from the Seller, for the price specified by an Advertiser and in full compliance with the Terms of Trade.

Terms of Trade, as determined by an Advertiser, are binding for both Buyer and Seller until the completion or termination of the Purchase Contract, unless the Terms of Trade contradict these Terms of Service or are illegal.

The Purchase Contract is deemed to be completed and all mutual obligations of both parties are deemed to be fulfilled, if the Seller has received the payment from the Buyer and the Buyer has received Cryptocurrency from the Seller within the Payment window, and in full compliance with the Terms of Trade.

If the Seller has not received the payment from the Buyer and/or if the Buyer has not received Cryptocurrency as it was stipulated by the Terms of Trade and within the Payment window and neither party has initiated a dispute, the Purchase Contract is deemed to be terminated. In this event Cryptocurrency (if any) which was transferred to the Cryptocurrency Escrow Address associated with this specific Purchase Contract shall be transferred back to its sender (or senders) and all sums (if any) which were transferred (or passed) to the Seller by the Buyer shall be repaid back to the Buyer by the Seller. Please be aware that fees associated with any transfers in this case are covered by the User that serves the sending transaction.

Both the Seller and the Buyer can also cancel the Purchase Contract unilaterally if and when they are allowed to do so by these Terms of Services. In this event Cryptocurrency (if any) which was transferred to the Cryptocurrency Escrow Address associated with this specific Purchase Contract shall be transferred back to its sender (or senders) and all sums (if any) which were transferred (or passed) to the Seller by the Buyer shall be repaid back to the Buyer by the Seller. Please be aware that fees associated with any transfers in this case are covered by the User that serves the sending transaction.

Within 180 days after respective Purchase Contract is completed or terminated or respective dispute is resolved, the Buyer, upon request, must be able to provide explicit and sustaining proof of the sent payment.

Course of the deal

During the course of the Cryptocurrency sell/purchase deal both Seller and Buyer will receive instructions how to act in order to finalize the deal and complete the Purchase Agreement. These instructions can be found on the respective contract page (additional notifications will also be sent via email and/or hodlhodl.com internal notification system).

Contract page can be opened by clicking on the respective contract in the My Dashboard or My contracts section of the website.

There are different status indicators, which indicate current status of the deal and make it easier for the User to understand what he has to do at a specific moment in order to finalize the deal.

  • Pending — The very beginning of a contract workflow. Offer is accepted, but the Seller has not yet sent Cryptocurrency to the Escrow Address. At this stage both Seller and Buyer can cancel the Purchase Contract unilaterally.
  • Depositing — The Seller is currently in process of sending Cryptocurrency to the Escrow Address. Only the Seller can cancel the Purchase Contract at this stage.
  • In progress — Cryptocurrency is transferred to the Escrow Address and locked there. The Buyer can cancel the Purchase Contract at this stage. The Seller can cancel the contract if the Buyer has failed to make a Fiat or Crypto currency payment within the Payment window.
  • Paid — Cryptocurrency are still locked in the Escrow Address, but the Buyer has already sent / passed Fiat money or Cryptocurrency for the Cryptocurrency to the Seller. Neither Party can cancel the Purchase Contract at this stage; Seller can start a dispute right after the status has become “Paid” and Buyer can start a dispute once “Payment window” has expired.
  • Completed – The Buyer has successfully received Cryptocurrency and the Seller has successfully received Fiat or Crypto currency in accordance with the rules of the respective Purchase Agreement. Completed deal cannot be appealed, revised or reversed.
  • Cancelled — Contract was cancelled by one of the Parties.
  • Disputed — Dispute is initiated by one of the Parties and has not yet been resolved.
  • Resolved — Dispute is resolved. Resolved dispute cannot be revised or reversed.

Only the buyer may send payments, the buyer must be the sole registered account owner and the person who uses the account. The sellers payment details must match the account owner's name. Third parties may not be involved in making or receiving payments. It is a violation of this agreement to attempt to provide, provide, or make payments to or from third parties.

Dispute Resolution

If the Buyer and the Seller are in a disagreement over a trade, either party can initiate a dispute, if and when they are allowed to do so by these Terms of Services. Disputes are to be resolved by hodlhodl.com support staff.

Hodlex Ltd support resolves disputes with due diligence by carefully inspecting and considering the Terms of Trade, payment evidence, Users’ chat messages, Users’ reputation, other data submitted to us by Users and data collected on our own.

Hodlex Ltd can take the Buyer’s side if any of the following criteria have been met:

  • Seller does not respond in a timely manner and/or does not cooperate with Hodlex Ltd in order to resolve the dispute;
  • Buyer supplies sufficient evidence proving he has sent or transferred funds to the Seller;
  • Seller uses a third party or payment account that is not registered in the Seller’s name to provide, or attempt to provide, or to receive funds.

Which will lead to the following result: Hodlex Ltd will and sign a transaction in accordance with which the locked Cryptocurrency shall be transferred from the Escrow Address to the Buyer. In this event, status of the deal will be - “Resolved”.

Hodlex Ltd can take the Seller’s side, when any of the following criteria have been met:

  • Buyer does not respond in a timely manner and/or does not cooperate with Hodlex Ltd in order to resolve the dispute;
  • Payment made by Buyer was not in accordance with the Terms of Trade;
  • A payment provider has frozen/stopped/held the payment made by Buyer;
  • Payment was not made by the Buyer, or only a partial payment was made;
  • Buyer uses a third party or payment account that is not registered in the Buyer’s name to provide, or attempt to provide, or to send funds.

Which will lead to the following result: Hodlex Ltd will sign a transaction in accordance with which the locked Cryptocurrency shall be returned from the Escrow Address to the Seller. In this event, status of the deal will be - “Resolved”.

In case both Buyer and Seller provides equally convincing evidences, Hodlex Ltd will resolve the dispute to the Party that provides stronger evidence.

Both Parties are required to provide accurate, unquestionable and complete evidence, documents that confirm the correctness of the User in case of the dispute. Each User must be able to provide explicit and full information about the transaction and/or payment in question.

Any payment orders and slips must be with the complete payment information.

Hodlex Ltd draws the attention of Users, hodlhodl.com support staff does not resolve disputes with the payment method "In person". In case Buyer and Seller are in a disagreement over a trade with this payment method, hodlhodl.com will only sign a transaction for the locked Cryptocurrency to be returned to the Seller, if both Parties explicitly and clearly express their agreement for the trade & they want Hodlex Ltd to take the Sellers side. Otherwise, Buyer shall receive the funds only if Seller signs the transaction for the locked Cryptocurrency to be released to the Buyer.

Any party that knowingly submits fraudulent, false, or inaccurate documents or information, or forcefully tries to control the outcome of a disputed trade, or makes false claims, or obstructs the dispute resolution process in any way including but not limited to not responding, not providing information, files or documents to customer support within the established timeframe, or any user that violates any rule of the dispute resolution process is deemed to be in violation of these Terms of Service which may be grounds for losing a dispute and/or the User Account to be suspended and/or terminated.

Dispute resolution rules are located at this link https://hodlhodl.com/pages/dispute_rules. Both parties must strictly adhere to all stated rules.

You may request a review if you were a party of a dispute in any way and you believe Hodl Hodl did not resolve the dispute according to these Terms of Service. To do so, you must notify us by contacting customer support and request a review within 120 days after the dispute resolution.

Fees

Hodlex Ltd is entitled to charge its Users for each transaction performed using the hodlhodl.com trading platform. Fees that Hodlex Ltd charges shall be deducted from the entire amount of Cryptocurrency transferred to the Escrow Address within each deal/transaction.

Fees charged by Hodlex Ltd are calculated as a certain percentage of the amount of Cryptocurrency transferred to the Escrow Address. The trading fee of a certain contract is determined by the lowest trading fee rate between Parties.

It is deemed that the fees for using the hodlhodl.com trading platform charged by Hodlex Ltd shall be covered by both Buyer and Seller in equal shares. This way, both Buyer and Seller realize their respective half of the fee Hodlex Ltd charges in the following way:

  • Hodlex Ltd deducts the full trading fee from the amount of Cryptocurrency that Buyer receives from the Escrow Address.
  • Seller realizes his half of the trading fee when Buyer sends less than the stated Offer price, by an amount exactly equivalent to the half of the trading fee, calculated from the Offer price.

All Cryptocurrency transaction fees related to transferring Cryptocurrency from Escrow Address to the Buyer shall always be covered by the Buyer.

At the same time:

  • The Buyer acknowledges and agrees that he shall on his own and at his expense cover all expenses of whatsoever nature related to transferring Fiat money or Cryptocurrency to the Seller.
  • The Seller acknowledges and agrees that he shall on his own and at his own expense cover all Cryptocurrency transaction fees related to transferring Cryptocurrency to Escrow Address.

Taking in account the fact that the Cryptocurrency transaction fee in Bitcoin Blockchain Network may vary from time to time and cannot be predicted, the total and final fee (both Hodlex Ltd fee and Cryptocurrency transaction fee) will be visible to both Parties only after the Seller transfers Cryptocurrency to the Escrow Address. At the same time, estimated (but not final) fees are visible to the User when creating a Purchase Contract on the Offer page.

Trading fee for using the hodlhodl.com trading platform can be found on Dashboard page.

Referral program

Hereinafter, the Hodl Hodl Referral Program is called “Program” for short, and you, the referrer, will be called “Referrer” and the users you refer will be called “Referred User” or “Referree”. Once you begin using the “Program”, you must be fully compliant with the Terms and Services to remain eligible for the Program.

You can begin using the “Program” immediately - your link and referral code are active and ready to use.

Once a user has registered with your referral code and logged in, he is considered your “Referree” forever.

If a “Referred User” or “Referree” has achieved the status “Active Trader”, then for every trade this “Active Trader” successfully completes, you may be eligible to receive the “Reward(s)” described below.

"Active Trader" - this is a user who's had at least one contract end successfully in the last 3 months, and whose account is not suspended and/or terminated.

In order to be compensated, in your “Settings” you must enter the Bitcoin address, where you’ll receive “Reward(s)”.

You will receive 5 to 10 percent of the trading platform commission Hodl Hodl earns from each trade your “Referree” completes.

After registering, your “Referree” will permanently receive the discounted trading fee of 0.55%, instead of 0.6%.

Once at least one of your “Referree” becomes an “Active trader” you get the discounted trading fee of 0.55% forever.

You are eligible to use the “Referral Program” for life.

If the “Referree” is considered an “Active Trader”, you earn a “Reward” from every trade your “Referree” completes successfully.

  • You earn 5% of the Hodl Hodl trading platform commission from all successfully completed trades the “Referree” participates in, if the total number of “Active Traders” you invited is less than 50.
  • You earn 8% of the Hodl Hodl trading platform commission from all successfully completed trades the “Referree” participates in, if the total number of “Active Traders” you invited is greater than or equal to 50, but less than 100.
  • You earn 10% of the Hodl Hodl trading platform commission from all successfully completed trades the “Referree” participates in, if the total number of “Active Traders” you invited is greater than or equal to 100.

For technical reasons related to “dust limit” you will only receive “Rewards” from contracts, where your “Reward” is greater than or equal to 0.00000546 BTC.

In the event of two of your “Referrees” successfully completing a contract between themselves, then the referral commission you can earn is capped at 10% of the trading platform commission Hodl Hodl earns.

In the event of two "Referrees", which have been invited by different "Referrers", successfully completing a contract between themselves, each "Referrer" earns a "Reward".

In the event of Hodl Hodl not earning an trading fee from a completed trade, where your “Referree(s)” participated, you won’t be compensated (it’s possible when one of the counterparties has an trading fee rate of 0%).

“Reward” is paid immediately and automatically, once your “Referree(s)” successfully complete a contract.

“Rewards” are paid to Bitcoin address(es), mentioned in your “Settings”.

In case Bitcoin address(es) weren’t provided in your “Settings” at the moment the contract, where your “Referree(s)” participated, successfully completes, you will not receive your “Reward”.

Spamming your referral link/code is strictly forbidden. You may not send unsolicited electronic messages in bulk. Spamming includes:

  • Unsubscribed mass e-mail campaign.
  • Unsubscribed and mass sending of private or public messages through any social media, reddit, forums, etc.
  • Deceptive advertisements of the Hodl Hodl trading platform with a hidden referral link inside.

We reserve the right to disqualify any User, at any time, from participation in the Program, if he/she does not comply with any of the Terms and Services. Also, we reserve the right to terminate the Program at any time, and without warning.

Upon termination of the Program and/or any portion thereof, for any reason, or upon disqualification, termination, suspension of a “Referrer's” account for any reason, “Referrer” ceases to receive “Rewards” from any contracts, that his “Referree(s)” complete(s) hereinafter.

API

Access to API

To access full API, you have to be a registered user of Hodl Hodl with an enabled API access in User Account settings. After enabling of API you will be given a API key, which will be required to access API. You may not make your API key available to others including by embedding it in open source projects and only you may access the API with the key provided to you. You will not misrepresent or mask your identity or your key when accessing or using the API.

We reserve the right to revoke your access to the API without prior notice if we determine your use violates the Terms or is otherwise objectionable as determined in our sole discretion.

Use of API

If you offer your website/application for use by others, you must maintain a user agreement and a legally compliant privacy policy for your website/application that is prominently identified or located where users download or access your website/application. You must immediately notify us in writing of any breach of your user agreement or privacy policy that impacts, or may impact, customers or users of our products or services. You will only use the API in connection with legally permissible activities and as described in the Terms.

You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information ("PII"), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

You will comply with all applicable laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with third parties.

Hodl Hodl sets and enforces limitations on the use of API. You will not circumvent, or attempt to circumvent, such limitations as they apply to API or as otherwise set forth in the Terms, except as approved in writing by us. We may limit the number or nature of network calls that you or your website/application may make. We may change such usage limits at any time with or without notice and may use any means to enforce its usage limitations or prevent overuse of the API.

We may monitor your use of the API for reasons including to improve the API and identify security issues or ensure compliance with the Terms. We reserve the sole right to determine whether or not your use of the API is acceptable including the manner in which the API is integrated into Your website/application. We may collect and use usage data and information related to your use of the API.

Our review, testing, or approval of your products or services does not constitute any representation or acknowledgement by us that Your website/application and/or any content therein comply with the Terms, any laws, rules, or regulations, nor does it constitute any acceptance by us of any responsibility or liability in connection such products or services, or any content therein.

If you do not comply with the Terms or if in our sole discretion believe that you have attempted to exceed or circumvent any of the prohibited uses or the additional requirements or limitations described in the Terms, your ability to use the API may without notice be temporarily or permanently blocked or revoked.

Unless permitted by applicable law or any Agreement(s) between you and us, you will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the API; (b) modify or make derivative works based upon the API; (c) improperly use the API, including creating Internet “links” to any part of the API, “framing” or “mirroring” any part of the API on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the API; (d) reverse engineer, decompile, modify, or disassemble the API; (e) send spam or otherwise duplicative or unsolicited messages with the APs; or (f) use the API to (x) display any offensive content or any content for which you do not have the right to share with us or to display or (y) distribute unsolicited advertising or promotions, or initiate any other communication or contact with our users or partners.

In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the API to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the API a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the API; (iv) attempt to gain unauthorized access to the API or its related systems or networks; (v) include any underlying Hodl Hodl platform or product with competitors in any aggregated view i.e. webpage, app, software, etc.; (vi) aggregate our data with competitors’ data; or (vii) parse or scrape any of our data; in each case other than as explicitly permitted by us in writing. You will not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the API in any manner that is competitive to us, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to our products and services.

Ownership

Hodl Hodl owns all right, title and interest, including without limitation all intellectual property rights and other rights in and to its software applications (including but not limited to the API), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by us.

Subject to your compliance with the Terms, Hodl Hodl hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to access and use the API for sole purposes of developing, testing, using, and maintaining an integration of your application with the API.

We may produce and distribute incidental depictions, including screenshots, video, or other content from your API client, and may use your company or product name in the course of our worldwide promotion, marketing, or demonstration of the API you are using; you hereby grant us all necessary licenses, on a royalty-free basis, for these purposes.

Subject to the rights granted to us and limitations herein, you reserve and retain sole and exclusive ownership of all right, title, and interest in, to, and under (a) your extensions and applications, and (b) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications, including all intellectual property rights arising therefrom or relating thereto (collectively, (a) and (b) are “Your Products”), to the extent Your Products do not infringe any of our intellectual property rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.

The API may contain content owned by a third party. We shall not be held responsible for any third party content. This content accessible through API and our products may be subject to the intellectual property rights of third parties.

Term, Termination and Survival

These Terms will apply for as long as you access and use the API. You may terminate these Terms at any time by giving us notice and ceasing to access and use the API or by disabling API access in your User Account settings. We at our sole discretion may terminate these Terms at any time, including if it determines that you have violated or attempted to violate the Terms. These Terms will terminate automatically in the event the API you use are no longer made available to you, if your account with Hodl Hodl is terminated or expires, or if any representations you make herein are deemed or found to be untrue.

Upon termination of these Terms, you will immediately stop using the API, cease all use of our intellectual property and delete any cached or stored content and any Data (including any Confidential Information). Hodl Hodl reserves the right to contact your end users to notify them of the termination of your right to use the API and our services.

Indemnification

You agree to indemnify and hold Hodl Hodl and its directors, employees, representatives, agents, subsidiaries and affiliates harmless from and against any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use of the API or information obtained through your use of the API; (b) your breach or violation of the Terms or (c) your violation of the rights of any third party, including with respect to any third party content.

DISCLAIMER

THE HODL HODL API IS PROVIDED “AS IS” AND “AS AVAILABLE”. HODL HODL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, HODL HODL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE API OR ANY INFORMATION REQUESTED OR OBTAINED THROUGH THE USE OF THE API, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE API, AND ANY INFORMATION REQUESTED OR OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATIONS

WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HODL HODL OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING DIRECTORS AN EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE API, REGARDLESS OF WHETHER YOU OR SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. HODL HODL AGGREGATE LIABILITY UNDER THESE TERMS OF USE WILL NOT EXCEED ONE HUNDRED US DOLLARS ($100).