1. INTRODUCTORY PROVISIONS
1.1. The platform available on the website https://hodlfinance.io/ (hereinafter – the Platform) is created and hosted by HODL Finance. Through the Platform loans of fiat currency are made against collateral consisting of digital assets (hereinafter – the Loans). HODL Finance offers Loans to businesses and individuals who are not consumers in the sense of any applicable law (hereinafter – the Borrowers).
2.1. To access and use the Platform and the other Services, including the application for and receipt of the Loan, the User must be at least 18 years old. By applying or getting the Loan, clicking the “I Agree” button or by downloading, installing or otherwise accessing or using any of the Services, each User represents and warrants that:
2.1.1. The User is at least 18 years old and legally able to form a binding contract with HODL Finance;
2.1.2. If the User is an individual, he is not a consumer in the sense of any law applicable to him or HODL Finance and has no consumer rights specified in such applicable law;
2.1.3. The User satisfies the eligibility requirements and has not been previously suspended or removed from the Platform or any of the other Services or prohibited from applying for or receiving the Loan;
2.3. HODL Finance reserves the right to exercise whatever lawful means it deems necessary to prevent any unauthorized use of any of the Services or application for and receipt of any Loan, including, but not limited to technological barriers, IP mapping and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
2.4. By applying for the Loan on behalf of a business or other entity, the User represents and warrants that:
2.4.1. He is duly authorized in accordance with the foregoing by the business or other entity on behalf of which he is acting;
2.4.2. He has the power and authority to enter into binding Loan Documents on behalf of the business or entity or in the capacity in which he is acting;
2.4.3. The business or entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of User’s knowledge;
2.4.6. All email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes;
2.4.7. The User will not represent or portray the business or entity as being affiliated with HODL Finance in any capacity other than being a Borrower or User of the Platform or other Services without HODL Finance prior written consent.
2.5. If the User is acting on behalf of a business or other entity as Borrower, such User:
2.5.1. Shall not register for multiple Borrower accounts on behalf of the same business or entity;
2.5.2. Shall not operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
2.5.3. Shall not operate or otherwise utilize a Borrower account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business or entity and HODL Finance;
2.5.4. Shall not operate a Borrower account on behalf of any business or entity with regard to which he is not an authorized person with the power to enter into binding agreements on behalf of the business or entity;
2.5.5. Shall not communicate with any other User regarding the business or entity, or its business operations, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than registration data provided to HODL Finance or other information requested by HODL Finance or otherwise necessary for use of the Platform or the other Services);
2.5.6. Shall not upload, post, transmit, share, store or otherwise make publicly available through the Platform any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than registration data provided to HODL Finance).
3.1. To apply for the Loan, the User shall register and create an account (hereinafter – the Account). To create and use the Account, the User shall provide HODL Finance with certain information, such as name, date of birth, ID number, business name, email address, mailing address, phone number and such other personal information as may be requested during the registration and Account creation process. HODL Finance may also request a copy of a government-issued identification.
3.2. Except where authorized by HODL Finance, the User shall not register for more than one Account, register for the Account on behalf of individuals other than himself, operate the Account on behalf of or for the benefit of any person who is not eligible to register for or operate the Account in his own name, or register for the Account on behalf of any group or entity other than organization of the User.
3.3. In registering and creating the Account, the User agrees to:
3.3.1. Provide true, accurate, current, and complete information about himself, and, if applicable, his organization, as prompted during the registration and account creation process;
3.3.2. Maintain and promptly update the data provided during the registration (hereinafter – the Registration Data) to keep it true, accurate, current and complete at all times;
3.3.3. Not create the Account using a false identity or information;
3.3.4. Not create the Account or apply for the Loan if the User has been previously banned from the Services;
3.3.5. If at any time he has reason to believe that the Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Account ID or password), immediately notify HODL Finance at [email protected] The User may be liable for the losses incurred by HODL Finance or others due to any unauthorized use of his Account or any of the Services.
3.4. The User is responsible for all activities that occur under his Account. If he provides any information that is untrue, inaccurate, not current, or incomplete, HODL Finance has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HODL Finance has the right to suspend or terminate such User’s account and refuse any and all applications for the Loan. If any of such information was instrumental in approving User’s Loan, HODL Finance may declare a default under the Loan Documents.
3.5. The User is solely responsible for maintaining the confidentiality of his Account and password and for restricting access to his computer and mobile devices and he agree to accept responsibility for all activities that occur under his Account or password. If the User changes or deactivates the email that he used to create the Account, he must update his account information within 72 hours to prevent HODL Finance from sending to someone else messages intended for User.
4. LOAN DELIVERY
4.1. After User’s Loan application has been approved, such User is required to execute the Loan Documents. The Loan Documents shall be read carefully and the User shall consult his legal, finance, tax and / or other advisor. The Loan Documents are legally binding contracts and they are not negotiable.
4.2. The Loan, as well as any other right of the HODL Finance against the Borrower, shall be secured at all times by the collateral security consisting of digital assets – cryptocurrency or utility tokens (hereinafter – the Collateral). The Borrower shall transfer the ownership right of the Collateral to HODL Finance at the same time reserving the right to redeem the Collateral (sale with right of redemption under Articles 6.417 – 6.418 of the Civil Code) for the price equal to the Loan amount actually taken and not repaid on the day of the redemption of the Collateral, whereas the HOLD Finance is obligated to possess, use and dispose the Collateral in such a way as to allow the Borrower to exercise the right of redemption unless the margin call or event of default under provisions of the Loan Documents occurs.
4.3. In all cases and during the whole period from the Collateral transfer date to the Loan repayment day the Loan and Collateral loan to value ratio (hereinafter – the LTV) shall remain not higher than specified in the Loan Documents. This means that the Loan amount actually taken and not repaid yet shall be not higher than percentage indicated in the Loan Documents counting of the market value of the Collateral (e. g., if the LTV is equal to 50% and the Loan amount actually taken and not repaid is EUR 1.000, the market value of the Collateral shall be EUR 2.000).
4.4. If the event of margin call – drop of market value of the Collateral – occurs and LTV becomes higher than specified in the Loan Documents, HODL Finance is expressly authorized, but not under the obligation, to realize all or part of the Collateral transferred to HODL Finance in the manner and within the deadline that HODL Finance deems appropriate in order to repay the whole or a part of the Loan (including applicable interest and any other amounts owing) until the applicable LTV is restored.
4.5. The Borrower shall continue to be liable to HODL Finance for any difference between the amount obtained from the realization of the Collateral and therefore used to repay the Loan and the applicable amounts due and payable under the Law Documents.
5.1. HODL Finance may charge an administration fee at the time that the Loan proceeds are provided to the Borrower and any other fees specified in the Loan Documents (hereinafter all fees charged by HODL Finance – the Fees). The administration fee shall be deducted from the Loan proceeds, unless otherwise specified in the Loan Documents.
5.2. HODL Finance may modify the administration and any other Fees in connection with any of the Services in its sole discretion.
5.3. To the extent that any taxes are payable by HODL Finance in connection with the Loans (other than income or other similar taxes), Borrower shall be obligated to pay to HODL Finance the amount of such taxes in addition to any other amounts owing to HODL Finance.
5.4. In paying any of the Fees, the User acknowledges and agrees that he is not relying on future availability of any Loans.
5.5. All Fees are non-refundable, non-cancellable and non-creditable unless required by applicable law.
6. USE OF THE SERVICES
6.1. Each User using any of the Services or applying for the Loan shall not:
6.1.1. Decipher, decompile, disassemble, reverse engineer, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architectures, structures or other elements of any of the Services, in whole or in part;
6.1.2. Use any of the Services for the benefit of anyone other than User’s organization or User, including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, any of the Services, for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;
6.1.4. Prepare any derivative work of any of the Services or any other program based upon any of the Services;
6.1.5. Reproduce, modify, adapt, translate or otherwise make any changes to any of the Services or any part thereof;
6.1.6. Copy, disclose, or distribute any data available on or through any of the Services or the Loan, in any medium, including without limitation, by any automated or non-automated “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
6.1.7. Interfere with, circumvent or disable any security or other technological features or measures of any of the Services or attempt to gain unauthorized access to any of the Services or its related systems or networks;
6.1.8. Make unsolicited offers, advertisements or proposals or send junk mail or spam to other Users (including any Borrowers) of any of the Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests and petitions for signatures);
6.1.9. Use bots or other automated methods to access any of the Services send or redirect messages or perform any other activities through any of the Services;
6.1.10. Use any of the Services or the Loans for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages or harassment;
6.1.11. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the Services or place pop-up windows over the Platform;
6.1.12. Take any action that imposes or may impose, at HODL Finance’s sole determination, an unreasonable or disproportionately large load on HODL Finance’s infrastructure;
6.1.13. Deep-link to any of the Services without HODL Finance’s consent;
6.1.14. Share or disclose information of others without their express consent;
6.1.15. post or send content that:
• violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by HODL Finance in its sole discretion;
• is false, misleading, untruthful or inaccurate;
• includes anyone’s identification documents or sensitive financial information
• impersonates any person or entity, including any of HODL Finance’s employees or representatives; or
• spams or solicits any Users, including any other Borrowers.
6.2. HODL Finance has sole and complete control over and reserves the right at any time to make any changes to the configuration, appearance, content and functionality of the Platform and other Services. HODL Finance reserves the right at any time, in its sole discretion, without any liability, for any or no reason:
6.2.1. Impose limitations on access to or use of the Services;
6.2.2. Discontinue displaying or transmitting any information and / or content;
6.2.3. Temporarily suspend or to temporarily or permanently restrict access to the Services or any particular portion thereof;
6.2.4. Suspend or cease operation of the Platform or other Services;
6.2.5. Prohibit any application for Loans.
6.4. The Services may include links or references to other websites or services (hereinafter – Third Party Websites) solely as a convenience to Users. HODL Finance does not endorse any such Third Party Websites or the information, materials, products, or services contained on or accessible through Third Party Websites. In addition, User’s correspondence or business dealings with or participation in promotions of advertisers found on or through the Platform or any of the other HODL Finance Services are solely between the User and such advertiser. Access and use of Third Party Websites, including the information, materials, products, and services on or available through Third Party Websites are solely at User’s own risk.
6.5. The User may terminate his use of the Services and his Account at any time. After such termination, the User must refrain from use of the Services until authorized by HODL Finance. Notwithstanding the foregoing, User’s termination of the Account or use of any of the Services shall not affect in any way his obligations under any Loan Documents that are still in effect.
7. INTELLECTUAL PROPERTY
7.1. HODL Finance (or its subsidiaries, affiliated companies and / or third-party licensors) shall have exclusive ownership of and title to all names, trade names, copyrights, trademarks, service marks, patent rights, trade secrets and all other proprietary and / or intellectual property rights in and relating to the Platform and other Services, including any HODL Finance specifications and all content, and Users shall have no rights therein. The User shall not, by act or omission, diminish or impair in any manner the acquisition, maintenance, and full enjoyment by HODL Finance, its licensees, transferees and assignees, of any Intellectual Property Rights.
8. ELECTRONIC TRANSACTIONS AND COMMUNICATION
8.2. Any Disclosures will be provided to User electronically through either Platform or via electronic mail to the email address the User provided. Disclosure will be deemed given on the day and at the time on which it is received by the Borrower or, if not received, on the day and at the time on which its delivery was in good faith attempted.
8.3. The User shall regularly check messages receivable through the Platform and by creating and using the Account confirms that such communication through the Platform is appropriate and suitable for him mean of communication even when all Disclosures are delivered only through the Platform and are not given in any other form of communication.
8.5. The User agrees that any Disclosures that require a signature, including the Loan Documents, may be electronically signed and the electronic signatures appearing on any of the Disclosures, are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
10. LIMITATION OF WARRANTIES AND LIABILITY
10.1. Neither HODL Finance or any of its affiliates, investors, third party vendors, contractors or technology suppliers (hereinafter – the HOFL Finance Parties) nor any of their respective representatives, makes any warranty to the User or any other person as to the Platform, other Services or any portion thereof, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose, or any warranty regarding the correctness, quality, accuracy, reliability, security, performance, completeness, timeliness or continued availability of the Platform, other Services or any portion thereof. The User acknowledges and agrees that the Platform and other Services are provided on an “as is” basis at User’s sole risk. Unless otherwise expressly provided herein, neither any HODL Finance Party nor any representative thereof shall have any duty or obligation to maintain the Platform, other Services or any portion thereof or to verify, correct, complete or update any information displayed thereon.
10.2. Neither HODL Finance or HOFL Finance Parties nor any of their respective representatives do not warrant that the data, assessments, results, content, functions, or any other information offered on or through any of the HODL Finance Services, or any third-party sites will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. The User understands and agrees that he use, access, download, or otherwise obtain information, materials, assessments, results or data through any of the Services or any third-party site, at his own discretion and risk and that he will be solely responsible for any damage to his property (including his computer system) or loss of data that results from the download or use of such material or data.
10.3. HODL Finance is not an exchange, administrator or issuer of virtual currency or bank, broker dealer, investment club or investment advisor, but rather a Platform through which Borrowers can use their digital assets as Collateral for Loans. Borrowers shall be solely responsible for compliance with all applicable laws and regulations relating to the use of digital assets. Each of the borrowers and other users of the Services shall indemnify HODL Finance for all claims, losses, damages, liabilities, including legal fees and expenses, arising out of or related to the use of digital assets as Collateral, including the violation (whether intentional or not) of any applicable laws.
13. APPLICABLE LAW AND DISPUTE RESOLUTION
13.1. This Term of Use shall be governed by and construed in accordance with the private law of the Republic of Lithuania without regard to the conflict of law principles thereof.
14.5. The Platform and the other Services as well as Loans, are offered by HODL Finance (UAB “Hodleris”, the company incorporated and existing under the laws of the Republic of Lithuania, legal entity code 304159704, registered address at Bajorų st. 3A, Riešės km., Vilnius district, the Republic of Lithuania, email address [email protected]