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Terms of Service

Welcome to Hodl Hodl - Thank you for visiting.

Last updated: February 10th, 2018

INTRODUCTION

These Terms of Service (“Terms of Service”) constitute an agreement between you and Hodlex Ltd (the “Agreement”). These Terms of Service regulate provision of Services ("Service" or "Services") by Hodlex Ltd (“Hodlex Ltd” or "us" or "our" or "we") to you ("you" or "your" or “User”) as an individual. Please read these Terms of Service carefully before using the Services, because these Terms of Service affect your legal rights and obligations.

By using Hodlex Ltd Services, you further represent and warrant that:

  • you are at least 18 (eighteen) years old;
  • you have will, full power and authority to enter into the Agreement;
  • you agree to be bound by these Terms of Service, including by their future amendments if any;
  • you are acting in compliance with legislation of the jurisdiction you operate in and with any other applicable legislation;
  • in accordance with any law you have to comply with it is not forbidden to use our Services;
  • you will not use our Services for any purpose which is unlawful or prohibited by the Agreement;
  • you have not previously been suspended or removed from using our Services;
  • you are not the citizen or tax resident of the United States of America;
  • you have read, understand and completely agree to these Terms of Service as a whole and to each of their provisions separately;
  • all your previous representations were made responsibly and you have fully understood the meaning of all sentences and separate words.

Your use of the Services will be governed by these Terms of Service, along with the Hodlhodl.com Privacy Policy.

Should you not accept these Terms of Service or a 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 is actually started to use Services;

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

Cryptocurrency – Bitcoin and/or Litecoin;

Escrow address - a P2SH Cryptocurrency multi-signature address, which requires two keys (one belongs to the Seller, another - to the 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 – 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.

Hodlex Ltd – limited liability company incorporated under the laws of Marshall Islands, with business number 89220;

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;

Services – all services which are provided by the Hodlex Ltd to the User under the rules of the Agreement through the hodlhodl.com website;

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 currency of payment, 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;

Working Hours - daily hours when the Advertiser is ready to perform 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


Registration and User Accounts

Before an access to the Services is granted to you, you need to create a User Account with the Hodlhodl.com website. During the account creation process you will be asked to provide certain registration details, such as your login, password, e-mail address, etc. List of mandatory information to be provided may be changed from time to time by Hodlex Ltd unilaterally.

All the information you provide during the account creation process must be true, accurate, current, and complete. If we at Hodlhodl.com believe that provided information is not true, accurate, current, or/and complete, we have the right to refuse you access to the Hodlhodl.com website, or any of its resources, and to terminate or suspend your account.

After the account is created, your e-mail must be verified. E-mail verification instructions will be sent shortly after the registration.

After your e-mail will be verified you will be able to log into your account and access the Services.

While using the Services you may only act on your own behalf. Your account cannot be used to act as an intermediary or broker for any person or entity other than yourself unless specifically allowed by an additional agreement with Hodlex Ltd.

You may only use your own account to trade at hodlhodl.com. You may only use one user account at a time for trading unless specifically allowed by Hodlex Ltd. You have to maintain adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access HodlHodl.com, as well as all passwords you use to access your e-mail address associated with your HodlHodl.com account. You are not allowed to sell, borrow, share or otherwise make available your account or any detail necessary to access your account to people or entities other than yourself.

Your account must not contain misleading, inaccurate or fraudulent information, including, but not limited to having a fake phone number, creating fake reputation information for your account, faking your residence state or providing fraudulent identification documents.

Identification and Verification

If we are obliged to do so by the law or in accordance with our internal policy, we may at any time introduce or amend mandatory identification / verification procedures and require you to complete our identification and/or verification and may also require you to submit identification documents to Hodlex Ltd. Failing to complete identification and/or verification will be considered as a violation of the Agreement.

Until mandatory identification / verification procedures are not introduced, you are entitled to complete our identification / verification process voluntarily in order to obtain certain privileges such as lower fees etc.

Types of Accounts

Currently, there are two types of accounts on Hodl Hodl trading platform - regular account and verified account.

“Regular” type of account means that a User who owns this account has just performed standard registration within the hodlhodl.com authentication system.

"Verified" type of account means that a User, who owns this account, has entered into additional agreement with Hodlex Ltd., has provided all requested identification documents and information and his identity has been verified. Verified account owner gets lower fees as well as several additional privileges. List of additional privileges to be provided for the verified account holders shall be published on the hodlhodl.com website. Hodlex Ltd is entitled to amend this list from time to time at its sole discretion.

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.) for those Users, who have not reached certain number of successful deals and have not bought / sold certain amount of Cryptocurrency. Table of these limitations shall be published on the hodlhodl.com website on FAQ/Help page.

Limitation of Access, Suspension and Termination

We may terminate, suspend, or limit your access to the HodlHodl.com account or to the other services we offer at our sole discretion, if:

  • you violate (or have violated at any previous point in time) these Terms of Service or any agreement you enter into with Hodlex Ltd;
  • we have a reason to believe that your use of Services violates any applicable law act;
  • we have a reason to believe that during the registration or verification or at any other point in time you have provided us with false, inaccurate, incomplete, misleading or fraudulent information;
  • you have not provided any information / document requested by us until a deadline;
  • you failed to take actions prescribed by Hodlex Ltd decision regarding the dispute you were involved in;
  • you have performed an attempt (either successful or unsuccessful) of unauthorized access to any part or component of the Services, bypass or break any security mechanism of the Services or use the Services in any other manner that poses a security risk to us or to any other User;
  • you have performed an attempt (either successful or unsuccessful) to interrupt Services and/or damage Hodlex Ltd owned software and/or hardware;
  • we are required to do so by any applicable law or/and order issued by the state authority.

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 Cryptocurrency " or "Sell Cryptocurrency ") 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 currency of payment, 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.

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.

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

After the Offer is created, Cryptocurrency price is locked and cannot be changed for this specific Offer.

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 unless it is already accepted by the other User.

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.

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

Terms of Trade as determined by an Advertiser are binding upon both Buyer and Seller until the completion or termination of the Purchase Contract except if 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 covers the User that serves 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 covers User that serves 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 sent Fiat currency 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 section of the website.

There are 8 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 currency payment within the Payment window.
  • Paid — Cryptocurrency are still locked in the Escrow address, but the Buyer has already sent / passed Fiat money for the Cryptocurrency to the Seller. Neither Party can cancel the Purchase Contract at this stage;
  • Completed – The Buyer has successfully received Cryptocurrency and the Seller has successfully received Fiat 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 appealed, revised or reversed.

Dispute Resolution

If the Buyer and the Seller are in a disagreement over a trade, either party can initiate a dispute. Disputes are to be resolved by hodlhodl.com support staff.

Hodlhodl.com 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.

If the Seller claims he has not received funds from the Buyer and the Buyer fails to provide clear and convincing evidence of the relevant transaction, then Hodlex Ltd will resolve the dispute in favor of the Seller and sign a transaction in accordance with which the locked Cryptocurrency shall be returned from the escrow address to the sender. In this event, status of the deal will be - “Resolved”

If the Seller claims he has not received funds from the Buyer and the Buyer does provide clear and convincing evidence of the transaction, then Hodlex Ltd will ask the Seller to provide clear and convincing evidence that he has not received funds from the Buyer. In the event the Seller fails to provide such clear and convincing evidence, Hodlex Ltd will demand the Seller to transfer the Cryptocurrency to the Buyer’s Cryptocurrency address. After the Seller transfers the Cryptocurrency to the Buyer’s Cryptocurrency address, status of the deal shall become - “Resolved”.

If the Seller provides clear and convincing evidence that he has not received funds from the Buyer and the Buyer provides equally convincing evidence that he has transferred (or passed) funds to the Seller, then additional evidence might be requested by Hodlex Ltd and if at the end the Buyer will provide stronger evidence, Hodlex Ltd will demand the Seller to transfer the Cryptocurrency to the Buyer’s Cryptocurrency address. Otherwise if the Seller will provide stronger evidence Hodlex Ltd will resolve the dispute in favor of the Seller and sign a transaction in accordance with which the locked Cryptocurrency shall be returned from the escrow address to the sender.

The Buyer has to acknowledge that even if Hodlex Ltd will demand the Seller to transfer the Cryptocurrency to the Buyer’s address it is not technically possible for the Hodlex Ltd to transfer Cryptocurrency which is locked on the Escrow address to the Buyer if the Seller does not sign respective transaction. However, if the Seller refuses to fulfill Hodlex Ltd. demand, Hodlex Ltd. is entitled to terminate, suspend, or limit Seller’s access to his account

If any Party during the dispute resolution process knowingly provides false, fraudulent or inaccurate information or documents, it is considered as a serious breach of these Terms of service and might lead to the User Account suspension or termination.

Rules of the dispute resolution process can be found at hodlhodl.com/dispute-rules. Mentioned Rules are mandatory for both Parties and must be observed scrupulously. If any User breaches rules of the dispute resolution process, it is considered as a serious breach of these Terms of service and might lead to the User Account suspension or termination.

FEES

Hodlex Ltd is entitled to charge its Users for each deal performed using the hodlhodl.com trading platform. Fees are to be deducted from the entire amount of Cryptocurrency sent to the escrow address within each deal. Hodlex Ltd fees constitute a certain percentage of the amount of Cryptocurrency sent to the Escrow address. Hodlex Ltd fees can be found in each User’s profile.

It is deemed that the Hodlex Ltd fees as well as all Cryptocurrency transaction fees related to delivering Cryptocurrency from Escrow address to the Buyer’s address shall always be covered by the Advertiser.

At the same time:

  • The Buyer acknowledges and agrees that he shall on his own and at his own expense cover all expenses of whatsoever nature related to delivering fiat money 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 delivering Cryptocurrency to Escrow address.

Taking in account the fact that Cryptocurrency transaction fee may vary from time to time and cannot be predicted, total fee (both Hodlex Ltd. fee and Cryptocurrency transaction fee) will be visible to both Parties only after the Seller will deposit Cryptocurrency to the Escrow address.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that all intellectual property rights (inter alia copyright, trademarks and other) related to the hodlhodl.com site and the Services is owned by the Hodlex Ltd and/or our licensors. You are permitted to use the site and our services only as expressly authorized by us. We reserve all rights not expressly granted in and to this site, the services and the content on this site.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

You expressly agree that use of the Hodlex Ltd Services is at your sole risk.

All Hodlex Ltd Services are provided for your use on an “as is” and “as available” basis without any representation or endorsement.

We reserve the right to:

  • modify any part of the hodlhodl.com site and/or any software associated with it at any time at our sole discretion and without any notice;
  • modify, alter or discontinue any aspect of Services at any time at our sole discretion and without any notice;

You agree that, to the maximum extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Services.

To the maximum extent permitted by applicable law, Hodlex Ltd further expressly disclaim all warranties and conditions of any kind, whether express, implied or statutory, including any implied warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law, Hodlex Ltd further expressly disclaim all warranties that hodlhodl.com site or the Services will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the site or the server which makes it available are free of viruses or bugs or are fully functional, accurate, or reliable. We will not be responsible or liable to you for any loss, destruction or alteration of content or material as a result of uploading to or downloading from the site.

Notwithstanding any other provision in these Terms of Service, nothing shall limit your rights as a consumer under mandatory provisions of applicable consumer protection legislation.

To the fullest extent permitted by law, in no event will Hodlex ltd, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for:

  • any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
  • any indirect, special, incidental, punitive, exemplary, or consequential damages; or
  • any loss of data, goodwill or reputation.

To the maximum extent permitted by applicable law, aggregate liability for all claims relating to the Hodlex Ltd Services in no event shall be more than the amounts paid by you to Hodlex ltd during the prior twelve months in question.

Nothing in these Terms of Service shall exclude or limit our liability based on willful conduct or gross negligence. If and to the extent applicable law does not allow the above limitations of warranty and liability, such limitations shall not apply to you.

INDEMNIFICATION FOR THIRD PARTY CLAIMS

You agree to fully indemnify Hodlex Ltd against and hold harmless from any and all claims, liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including reasonable fees for outside counsel, accountants and other outside consultants) suffered or incurred as a result of a third party claim against the Hodlex Ltd if such claim will be caused by your use of the Services (or use by any other person accessing the Services using your user account) or your violation of any law or rights of any third party.

TRANSFER OF RIGHTS AND ASSIGNMENT

Hodlex Ltd is entitled to transfer or assign its rights and obligations under this agreement to any person either natural or legal, at any time without notice to you. Such transfer or assignment however may not affect your right or our obligations under this Agreement.

At the same time, you may not transfer or assign any of your rights and / or obligations under this Agreement to any other person.

GENERAL PROVISIONS

This Agreement constitutes the entire agreement and understanding between you and the Hodlex Ltd parties with respect to the subject matter of this Agreement and completely supersedes all prior oral or/and written agreement and understanding between you and the Hodlex Ltd before this Agreement with respect to the subject matter hereof.

You hereby acknowledge and represent that you have not relied on any representation, assertion, guarantee, or other assurance, except those set out in this Agreement, made by or on behalf of any other party prior to the execution of this Agreement.

You hereby certify that you have understood every single rule of the Agreement

If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

You agree that this Agreement and any dispute between you and us shall be governed in all respects by the laws of United Kingdom, without regard to their choice-of-law provisions, and excluding the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except if prohibited and without limitation to any statutory rights for consumers under applicable consumer protection laws, you agree that all disputes, claims and proceedings arising out of or relating to the services shall be resolved by the competent courts of London, United Kingdom. However, we shall always have the right to take legal proceedings in the court of competent jurisdiction of your domicile.

To the fullest extent permitted by applicable law, you agree that any claim against Hodlex ltd must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.

HOW TO CONTACT US

You can contact us at any time by sending respective question, notice or request to our support staff. We will always notify you about the delivery of your letter. In the event you have not received respective notification, please consider your letter undelivered and send it to us one more time.

List of e-mails through which you can receive messages from us:

By using the Services, you agree that any notice, disclosure, agreement or other communication that we send to you electronically to the email address you have defined in your account settings will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.