INTRODUCTION

Hodl Hodl is platform operated by Hodlex Ltd. (“Hodlex Ltd” or "us" or "our" or "we"). Your usage of Hodl Hodl is subject to these Hodl Hodl Terms of Service (“Terms of Service”) and the Hodlex Ltd Terms and Conditions ("General Terms"), and together these are referred to as the Terms ("Terms").

If there is a conflict between the Hodl Hodl Terms of Service and the General Terms, the Hodl Hodl Terms of Service will 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 Hodl Hodl platform will be governed by these Terms of Service, along with the hodlhodl.com Privacy Policy, and Dispute Rules.

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

DEFINITIONS

Advertiser – a User who has published an Offer on the hodlhodl.com trading platform, a User can be a Buyer or a Seller;

Agreement – Agreement regarding the Hodl Hodl platform concluded between Hodlex Ltd as and a platform User. These Terms of Service constitute the rules of the Agreement. The Agreement is deemed to have concluded between Hodlex Ltd and a User if a User has actually started to use the platform;

Bitcoin - a Peer-to-Peer electronic cash system;

Cryptocurrency (or Crypto) – any digital currency;

Bitcoin Blockchain Network - the peer-to-peer payment network that operates on Bitcoin’s cryptographic protocol;

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

Escrow Address - a P2SH multi-signature address at Bitcoin Blockchain Network, which requires two out of three keys (one belongs to the Seller, one to the Buyer, and another to Hodlex Ltd) to sign the Bitcoin transaction and is created automatically by the means of decentralized smart contracts.

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

hodlhodl.com (“Hodl Hodl” or "platform") - Internet website owned by Hodlex Ltd where Users can:

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

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

Parties – both the Buyer and the Seller;

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

Purchase Contract – Bitcoin buy/sell 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 (“Create new BTC Offer”) become the rules of the Purchase Contract;

Seller – User who sells Bitcoin to another User (Buyer) using the hodlhodl.com 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 Bitcoin, Bitcoin price, Fiat currency and/or Cryptocurrency of payment, minimum and maximum amount of payment, acceptable payment methods, Payment window, as well as other terms the Advertiser consider necessary. Hodlex Ltd is entitled to, at any time, unilaterally amend the list of mandatory fields and/or conditions which must be filled or defined by the Advertiser upon creation the Offer in the Terms of Trade creation interface. If any User accepts the Offer, he is deemed to have entered into the Purchase Contract with the Advertiser and in this event, the Terms of Trade specified within the Offer creation process (“Create new BTC Offer”) 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 Hodl Hodl platform. Any User is deemed to have entered into the Agreement;

User Account – an account (record) created within the hodlhodl.com authentication system that is associated with the specific User and allows this User to access Hodl Hodl platform’s functionality;

Wallet – a standalone Bitcoin Wallet that operates on the Bitcoin Blockchain Network and is not associated with Hodl Hodl platform;

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 other Users). Working Hours must be defined by the Advertiser in the Terms of Trade of the respective Offer.

Using Hodl Hodl

Hodl Hodl Platform

We operate and provide to Users the Hodl Hodl platform that has the functionality of the advertising board where any User may express their intention to buy or sell Bitcoin by a creation of a corresponding Offer as well as the functionality of the graphic user interface to interact with decentralized smart contracts at Bitcoin Blockchain Network.

While the Hodl Hodl platform provides the technical functionality that its Users may create and/or accept Offers and conclude Purchase Contracts, we are not a party of Purchase Contract as well as a not a party of execution and/or delivery of the Purchase Contract. Any execution of any Purchase Contract takes place outside of the Hodl Hodl platform according to the Terms of Trade determined by the Advertiser and agreed by the second party of a Purchase Contract. You acknowledge, agree, and understand that we are not a party to the relationship, transactions or any dealings between a Buyer and a Seller.

When we provide you with the functionality of interaction with smart contracts, all actual execution of your instructions and transactions happens in a complete decentralized fashion by such smart contract operated at the peer-to-contract or peer-to-peer model (depending on technical functionality of a corresponding smart contract).

You hereby acknowledge and agree that we do not execute any instructions or transactions between a Buyer and a Seller or when you interact with a smart contract, we do not accept, hold or store any of your assets or funds, we do not act as a custodian for your crypto assets, we do not access, control or hold any of your private keys for Wallets.

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 the User’s reputation. The User’s reputation is an indicator which shows the other Users and Hodlex Ltd, how honestly and responsibly this particular User has behaved during the course of his previous deals.

Limits

In order to reduce the possibility of fraud, Hodl Hodl platform includes 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 Users who have not reached a certain number of successful deals and/or have not bought / sold a certain amount of Bitcoin. 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 the limits for a User without changing the limits for other Users, and to change the limits for all Users on the Hodl Hodl trading platform.

Limit levels can be found in each User’s profile.

Offers and Contracts

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

A Purchase Contract is initialized if:

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

Offers are a User’s and/or Users’ advertisements to buy and/or sell Bitcoin published in the relevant sections (i.e. "Buy bitcoins" or "Sell bitcoins") of the hodlhodl.com website.

You can create a new Offer to advertise your intention to buy or sell Bitcoin. Within the Offer creation process you will be asked to specify certain Terms of Trade. 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, 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 you have shared a link to this Offer with 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’s price is fixed or tied to an exchange, the price of the Bitcoin 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).

A published Offer can be withdrawn by the Advertiser at any time, even if it has already been accepted by the other User.

The Offers can have one of 3 statuses: Active, Inactive, Disabled. To improve the operations of Hodl Hodl platform, 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 Bitcoin 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 Bitcoin price no longer deviates more than 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 and/or banned, then at the time of blocking and/or banning, all of the User's Offers will be removed from the Offer list, and/or the link to the Offer will be unavailable. If the User is unblocked and/or unbanned, the Offers will be visible again in the Offer list, and/or available through the link.
• If the User’s account has been deleted, his or her Offers will be removed from the Offer list, and/or the links to his or her Offers will be unavailable.
• If the User has not been online within the past 10 days.
• If the Offer balance has been reduced to 0.

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

By publishing an Offer, you express your will to enter into a Purchase Contract with any other User who will accept your Offer. Unless your Offer is withdrawn, you are deemed to have an intention and will to enter into a Purchase Contract with any other hodlhodl.com User who will accept your Offer in accordance with the Terms of Trade.

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, the respective Terms of Trade shall constitute the rules of the Purchase Contract concluded between you and the Advertiser.

The minimum amount for entering the Purchase Contract is 0.00025 bitcoins;

In accordance with this Purchase Contract, the Seller agrees to sell a certain amount of Bitcoin to the Buyer, and the Buyer agrees to buy that amount of Bitcoin from the Seller, for the price specified by an Advertiser (a Buyer or a Seller depending on who has published the Offer) in full compliance with the Terms of Trade.

The Terms of Trade, as determined by an Advertiser, are binding for both the Buyer and the Seller until the completion or termination of the Purchase Contract, unless the Terms of Trade contradict these Terms of Service and/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 Bitcoin 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 the Bitcoin as it was stipulated by the Terms of Trade, and neither party has initiated a dispute, the Purchase Contract is deemed to be terminated. In this event, the Bitcoin (if any) that was transferred to the Bitcoin Escrow Address associated with this specific Purchase Contract shall be transferred back to its sender and all sums (if any) that 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 performs 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 according to these Terms of Service. In this event, the Bitcoin (if any) that was transferred to the Bitcoin Escrow Address associated with this specific Purchase Contract shall be transferred back to its sender and all sums (if any) that 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 performs the sending transaction.

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

Course of the deal

During the course of the Bitcoin purchase/sell deal, both the Buyer and the Seller will receive instructions on how to act, in order to finalize the deal and complete the Purchase Contract. 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 and/or Telegram Bot if you have activated such).

The Purchase Contract page can be opened by clicking on the respective contract in the All contracts section of the Hodl Hodl website.

There are different status indicators, which indicate the 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. The Offer is accepted, but the Seller has not yet sent the Bitcoin to the Escrow Address. At this stage, both the Seller and the Buyer can unilaterally cancel the Purchase Contract.
• Depositing — The Seller is currently in the process of sending the Bitcoin to the Escrow Address. Only the Seller can cancel the Purchase Contract at this stage.
• In progress — The Bitcoin has been 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 Cryptocurrency payment within the Payment window.
• Paid — Bitcoin is still locked in the Escrow Address, but the Buyer has already sent / passed the Fiat money or Cryptocurrency, that is used as payment for the Bitcoin, to the Seller. Neither Party can cancel the Purchase Contract at this stage; the Seller can start a dispute right after the status has become “Paid” and the Buyer can start a dispute once the “Payment window” has expired.
• Completed – The Buyer has successfully received Bitcoin, and the Seller has successfully received Fiat or Cryptocurrency in accordance with the rules of the respective Purchase Agreement. A completed deal cannot be appealed, revised or reversed.
• Cancelled — Contract was cancelled by one of the Parties.
• Disputed — Dispute has been initiated by one of the Parties and has not yet been resolved.
• Resolved — Dispute is resolved. A 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 Seller’s payment details must match the account owner's name. Third parties may not be involved in making and/or receiving payments. It is a violation of this Agreement to attempt to provide and/or make payments to and/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 Service. Disputes are to be resolved by the hodlhodl.com support staff. By submitting a dispute, you create, sign and initiate a transaction of release of Bitcoin from the Escrow Address.

Hodlex Ltd support resolves disputes with due diligence by carefully inspecting and considering the Terms of Trade, evidence of payment, 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 (this list is not explicit):

• The Seller does not respond in a time prescribed by Hodlex Ltd and/or does not cooperate with Hodlex Ltd in order to resolve the dispute;
• The Buyer supplies sufficient evidence (i.e. payment account statements with the transaction etc.) proving he or she has sent and/or transferred funds to the Seller;
• The Seller uses a third party and/or payment account that is not registered in the Seller’s name to provide, and/or attempt to provide, and/or to receive funds;
• The Seller does not provide an account statement for a period, in order to trace if the payment has been received.

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

Hodlex Ltd can take the Seller’s side, when any of the following criteria have been met (the list is not explicit):

• The Buyer does not respond in a time prescribed by Hodlex Ltd and/or does not cooperate with Hodlex Ltd in order to resolve the dispute;
• The payment made by the Buyer was not in accordance with the Terms of Trade;
• A payment provider has frozen/stopped/held the payment made by the Buyer;
• The payment was not made by the Buyer, and/or only a partial payment was made;
• The Buyer uses a third party and/or payment account that is not registered in the Buyer’s name to provide, and/or attempt to provide, and/or to send funds;
• The Buyer does not provide an account statement with the transaction in dispute, and the Seller provides an account statement for the period that the payment was not received.

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

In case both the Buyer and the Seller provide equally convincing evidence, Hodlex Ltd will resolve the dispute in favor of the Party that provides the strongest evidence.

Both Parties are required to provide accurate, unquestionable and complete evidence, and/or documents that confirm correctness regarding the dispute case of the User. Each User must be able to provide explicit and full information about the transaction and/or payment in question and should cooperate with Hodlex Ltd in order to resolve the dispute. If Hodlex Ltd requests any additional evidence (documents) then such should be provided by the User, otherwise the dispute can be resolved in favor of the other party.

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

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

Any party that knowingly submits fraudulent, false, and/or inaccurate documents and/or information, and/or forcefully tries to control the outcome of a disputed trade, and/or makes false claims, and/or obstructs the dispute resolution process in any way, including but not limited to, not responding, not providing information, files and/or documents to customer support within the established timeframe, and/or 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. If there is any conflict between the Terms and the Dispute resolution rules, the Dispute resolution rules prevail.

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

For using the Hodl Hodl platform, Hodlex Ltd is entitled to charge its Users for every transaction performed using the platform. Fees that Hodlex Ltd charges shall be automatically deducted from the entire amount of Bitcoin transferred to the Escrow Address within each deal/transaction.

Fees charged by Hodlex Ltd are calculated as a certain percentage of the amount of Bitcoin transferred to the Escrow Address. The trading fee of a particular contract is determined by the fee rate applicable to each Party.

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

• The full trading fee is deducted from the amount of Bitcoin the Buyer receives from the Escrow Address.
• The Seller realizes his half of the trading fee when the Buyer sends less than the stated Offer amount, by an amount exactly equivalent to half of the trading fee, as calculated from the Offer price.

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

At the same time:

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

Taking into account the fact that the Bitcoin transaction fee in the Bitcoin Blockchain Network may vary from time to time and cannot be predicted, the total and final fee (both the Hodlex Ltd fee and the Bitcoin transaction fee) will be visible to both Parties only after the Seller transfers Bitcoin 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. We are not and will never be responsible for transaction fee of the Bitcoin Blockchain Network.

The fee for using the hodlhodl.com platform are subject to change and may be updated at any point without a prior notice. Users can find the current fees listed on the Dashboard page.

Intermediary fees

If the trading contract is performed through an intermediary, e.g., the Trezor Suite application, or the user is an intermediary referred user, the intermediary fee applies.

The intermediary fee of Trezor is 1%, fully paid by the Trezor referred user, or equally divided between parties if both contract parties have been referred by the intermediary.

Referral program

Hereinafter, the Hodl Hodl Referral Program is called “Program” for short, and you, the referrer, will be called “Referrer” and any User you refer will be called “Referred User” and/or “Referree”. Once you begin using the “Program”, you must be fully compliant with the Terms of Service 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 “Referred User”.

If a “Referred User” and/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 Purchase Contract end successfully in the last 3 months, and whose User 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 platform commission Hodl Hodl earns from each Purchase Contract your “Referree” completes.

After registering, your “Referree” will permanently receive the discounted fee of 0.45%, instead of 0.5%.

Once at least one “Referree” of yours becomes an “Active trader” you get the discounted platform fee of 0.45% 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 platform commission from all successfully completed Purchase Contracts the “Referree” participates in, if the total number of “Active Traders” you invited is less than 50.
• You earn 8% of the Hodl Hodl platform commission from all successfully completed Purchase Contracts 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 platform commission from all successfully completed Purchase Contracts 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 platform commission Hodl Hodl earns.

In the event of two "Referrees" being invited by different "Referrers", and they successfully complete a contract between themselves, each "Referrer" earns a "Reward".

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

“Reward” is paid immediately and automatically, once any “Referree” of yours successfully completes a contract.

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

In case Bitcoin Wallet Address(es) were not provided in your “Settings” at the moment a contract successfully completes, that your “Referree(s)” participated in, 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/or mass sending of private and/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 or she does not comply with any of the Terms of Service. Also, we reserve the right to terminate the Program or any User’s participation in the Program at any time without warning at our sole discretion.

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

API

Access to API

To access the full API, you have to be a registered User of Hodl Hodl with enabled API access in the User Account settings. After enabling the API, you will be given an API key, which will be required to access the API. You may not make your API key available to others, this includes by embedding it in open source projects, and only you may access the API with the key provided to you. You will not misrepresent and/or mask your identity and/or your key when accessing and/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, and/or is otherwise objectionable as determined by our sole discretion.

Use of API

If you make your website/application usable by others, you must maintain a User Agreement and a legally compliant privacy policy for your website/application that is prominently identified and/or located where Users download and/or access your website/application. You must immediately notify us in writing of any breach of your User Agreement and/or privacy policy that impacts, and/or may impact, customers and/or Users of our products and/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 and/or use, and will promptly report to your Users any unauthorized access and/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 the API. You will not circumvent, and/or attempt to circumvent, such limitations as they apply to the API and/or as otherwise set forth in the Terms, except as approved in writing by us. We may limit the number and nature of network calls that you and/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 and prevent overuse of the API.

We may monitor your use of the API for reasons including to improve the API, to identify security issues, and to 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, and/or approval of your products and/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, and/or regulations, nor does it constitute any acceptance by us of any responsibility or liability in connection to such products and/or services, and/or any content therein.

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

Unless permitted by applicable law or any Agreement(s) between you and us, you 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 API; 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 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 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

Hodlex Ltd owns all rights, 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 and/or revisions to the foregoing. All rights not specifically conveyed are retained by us.

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

We may produce and/or distribute incidental depictions, including screenshots, video, and/or other content from your API client, and/or may use your company and/or product name in the course of our worldwide promotion, marketing, and/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 rights, 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 upon 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 the 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. At our sole discretion, We may terminate these Terms at any time, including if it is determined that you have violated or attempted to violate the Terms. These Terms will terminate automatically in the event the API you use is 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 and/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.

BEAR IN MIND THAT HODL HODL DOES NOT AND WILL NOT AT ANY TIME DEDUCT OR WITHHOLD OR REPORT ANY TAXES (INCOME, GST, VAT, STAMP-DUTY OR WHATSOEVER) AND YOU ARE PERSONALLY FULLY LIABLE TO BE COMPLIANT WITH ANY REPORTING OBLIGATIONS AND TAXES WHICH MIGHT BE REQUESTED FROM YOU FOR ANY OPERATIONS PERFORMED DURING THE USE OF SERVICES.

LIMITATIONS

WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HODL HODL OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING DIRECTORS AND 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).