INTRODUCTION

This is an agreement between you or the entity that you represent (“You” or “Your” or “User”) and Hodlex Ltd (“Hodlex Ltd” or "us" or "our" or "we") governing your use of Hodlex Ltd Services ("Service" or "Services").

This Agreement (the “Agreement”) consists of the following Terms and Conditions (hereinafter “General Terms”) and the Terms of Service governing certain Services, such as Hodl Hodl, Lend at Hodl Hodl and other, that are specific to the use of such individual Services (hereinafter “Service Specific Terms”), and constitutes an agreement between you and Hodlex Ltd.

The General Terms regulate the common provision of Services by Hodlex Ltd to you as an individual. Please read these General Terms carefully before using the Services, because they may affect your legal rights and obligations.

These General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between these General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

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

• you are at least 18 (eighteen) years old;
• you have will, full legal power, authority and capacity 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 the 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 have read, understand and completely agree to these Terms of Service as a whole, and to each of the Terms of Service provisions separately;
• all of your previous representations were made responsibly and you have fully understood the meaning of all sentences and separate words;
• you are not a citizen, a permanent resident, tax resident or located at the United States of America (including its states and the District of Columbia), the Virgin Islands of the United States, or any other possessions of the United States of America, Cuba, North Korea, Iraq, Iran, Puerto Rico, Somalia, Syria, Sudan, or any state, country, territory or other jurisdiction that is embargoed by the United Nations;
• you are not identified as an individual who is restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;
• are not placed on any list of suspicious persons banned from travelling or conducting business or financial transactions in any jurisdiction.

Your use of the Services will be governed by the Terms (for avoidance of doubt, these general Terms and Service Specific Terms), along with the accounts.hodlhodl.com Privacy Policy. Your use of API is governed by these General Terms.

DEFINITIONS

Agreement – agreement regarding the provision of Services concluded between Hodlex Ltd and a 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 Services (finished the sign up process);

accounts.hodlhodl.com – Internet website of Hodlex Ltd authentication system, where Users can:

• Create a common User Account that allows users to access all of the main functions of Hodlex Ltd Services;
• Manage their cross platform User Account.

General Terms – these Terms and Conditions;

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

Platform - Internet website available via the hodlhodl.com web domain, including its subdomains hodlhodl.com (refers to Hodl Hodl Platform) and lend.hodlhodl.com (refers to Lend at Hodl Hodl);

Services – all services which are provided by Hodlex Ltd to the User under the rules of the Agreement through the hodlhodl.com web domain: hodlhodl.com and lend.hodlhodl.com;

Service Specific Terms – terms of service, specific to the use of individual Services;

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

User Account – a common account (record) created within the accounts.hodlhodl.com authentication system and associated to the specific User which allows this User to access all Services;

USING OUR SERVICES

Registration and User Accounts

Before access to the Services is granted to you, you need to create a User Account with the Hodlex Ltd authentication system. During the account creation (sign up) process you will be asked to provide certain registration details, such as your email, nickname, password, etc. The list of mandatory information to be provided may be changed from time to time by Hodlex Ltd unilaterally.

All of the information you provide during the account creation process must be true, accurate, current, and complete. If we at Hodlex Ltd believe that the provided information is not true, accurate, current, and/or complete, we have the right to refuse you access to our Services, and/or any of its resources, and/or to terminate and/or suspend your account without any explanations and/or refunds. We are limiting account creation attempts to one per 24 hours.

After the account is created, your e-mail must be verified. Email verification instructions will be sent to the Email you specified during the sign up process shortly after registration has been completed.

After your email is verified you will be able to log into your account and access the Services, and all of the information from every Hodlex Ltd Service will be displayed on your single profile page.

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 use Hodlex Ltd Services. You may only use one User Account at a time for using Services unless specifically allowed by Hodlex Ltd. You have to maintain adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), and any other codes that you use to access Services, as well as all passwords you use to access your email address associated with your User 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. We may terminate or suspend your account if we discover that you have violated the Terms of Use.

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 a violation of the Agreement and may lead to the suspension and/or termination of your account.

Types of Accounts

Currently, there are two types of accounts - regular account and verified account.

“Regular” type of account means that a User who owns this account has only performed standard registration within the Hodlex Ltd authentication system.

"Verified" type of account means that a User who owns this account has performed the standard registration within the Hodlex Ltd authentication system, and has also entered into an additional agreement with Hodlex Ltd, and has provided all requested identification documents and information and his identity has been verified.

Limitation of Access, Suspension and Termination

We may terminate, suspend, or limit your access to the Platform, your User Account and/or to the Services we offer at our sole discretion, if:

• you violate (or have violated at any previous point in time) these General Terms and/or any agreement you enter into with Hodlex Ltd;
• we have a reason to believe that your use of the Services violates any applicable law and/or regulations;
• we have a reason to believe that during the registration, and/or verification, and/or at any other point in time, you have provided us with false, inaccurate, incomplete, misleading and/or fraudulent information;
• you have not provided any information / document requested by us within a specified deadline and/or the documents provided are fake and/or misleading;
• you failed and/or refused and/or delayed to take actions prescribed by the decision of Hodlex Ltd and/or refused to cooperate 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, to bypass and/or break any security mechanism of the Services and/or use the Services in any other manner that poses a security risk to us and/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 and/or order issued by the state authority;
• you are unreasonably inactive during contracts;
• you have not finished the sign up and/or verification process;
• you have not used your account for more than 24 months;
• you have been reported by one or more users as a scammer.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that all intellectual property rights (inter alia copyright, trademarks and/or others) related to the Platform and Services are owned by 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 the use of Hodlex Ltd Services is at your sole risk.

ALL 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 Services and/or any software associated with them at any time at our sole discretion and without any notice;
• modify, alter, and/or discontinue any aspect of the 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 DISCLAIMS 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 DISCLAIMS ALL WARRANTIES THAT 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, LOST PROFITS, DESTRUCTION OR ALTERATION OF CONTENT OR MATERIAL AS A RESULT OF UPLOADING TO OR DOWNLOADING FROM THE SITE. HODLEX LTD DOES NOT GUARANTEE THE POSSIBILITY OF BEING ABLE TO USE THE SERVICES DUE TO CIRCUMSTANCES INDEPENDENT OF HODLEX LTD. SUCH AS CYBER ATTACK OR SERVER FAILURE.

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

• any economic losses (including but not limited to, 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, the aggregate liability for all claims relating to Services in no event shall be more than the amounts paid by you to Hodlex Ltd during the prior twelve months in question.

Hodlex Ltd will not be responsible for any loss or damage that could result from interception by third parties of any information made available to you via this site. Although the information provided to you on this site is obtained or compiled from sources we believe to be reliable, Hodlex Ltd cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose.

INDEMNIFICATION FOR THIRD PARTY CLAIMS

You agree to fully indemnify Hodlex Ltd against, and hold harmless from, any and all claims, liabilities, losses, damages, costs, expenses, interest, awards, judgments, legal actions and penalties (including reasonable fees for outside counsel, lawyers, accountants and other outside consultants) suffered or incurred as a result of a third party claim against 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. However, such transfer or assignment may not affect your rights 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 without our expressed written acceptance.

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.

API-SPECIFIC DISCLAIMER

THE HODL HODL API IS PROVIDED “AS IS”, “AS DEVELOPED” 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.

GENERAL PROVISIONS

The User acknowledges that the official language of Hodlex Ltd is the English language. In case of a conflict between the English language and any other language of our Services – English language shall prevail.

From time to time, we may make available special offers or conduct promotions, challenges or contests to certain Users. We may establish qualifying criteria to participate in any special promotion at our sole discretion. We may revoke any special offer or promotion at any time without notice. We shall have no obligation to make special offers available to all Users.

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 and/or written agreements and understandings between you and 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 is held invalid, the invalidity shall not affect other provisions of the Agreement which can be put into effect without the invalid provisions, and to this end, the provisions of this Agreement are declared to be severable.

If you communicate with Hodlex Ltd by email, you should note that the security of Internet email is uncertain. By sending sensitive or confidential email messages which are not encrypted you accept the risks of such uncertainty and the possible lack of confidentiality over the Internet. The Internet is not 100% safe and someone may be able to intercept and read your details.

This site and the information, tools and material contained in it are not directed to, or intended for distribution to, or use by, any person or entity who is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would subject Hodlex Ltd or its affiliates to any registration or licensing requirement within such jurisdiction.

You agree that this Agreement and any dispute between you and us shall be governed in all respects by the laws of the 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 not limited to, 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.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

You will attempt to resolve all disputes with respect to the Services through communication with our customer service. If parties are unable to resolve the dispute, You must use the dispute resolution mechanism discussed above.

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.

PRIVACY

Any personal information you provide us will be treated as confidential and shared only within the Company, its affiliates and its business partners and will not be disclosed to any third party except under any regulatory or legal proceedings. Web site tracking systems may also collect data detailing the pages you have accessed, how you discovered our Services, the frequency of visits and so on. The information we obtain is used to improve the content of our Services and may be used by us to contact you, by any appropriate means, and to provide you with any information we believe may be useful to you.

HOW TO CONTACT US

You can contact us at any time by sending the respective question, notice or request to our support team. 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. Please check your spam-filter settings.

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.