HODLERS Terms of Use
Introduction
BLANK HOLDINGS LTD (hereinafter referred to as "Company," "HODLERS," "We," "Us") offers its services, including access to its website and platform at www.hodlers.one and any other websites made available by us, to you ("you" or "User"). These terms and conditions (the "Terms") govern your use of the Site, as well as all podcasts, content, functionality, and services offered on or through the Site, including special perks, experiences, or opportunities ("Perks"), and non-fungible tokens made available by us or via the Services ("NFTs"). By connecting your cryptocurrency wallet (e.g., MetaMask or WalletConnect) to the Services, or otherwise using or accessing the Services, Perks or any NFTs (including as the owner of any NFT ("Collector")), you acknowledge that you have read and agree to these Terms. For the purposes of this document, "User(s)" (hereinafter referenced as either "You" or "User(s)") include registered users, visitors who access the Website in any manner, Artists that host their NFTs on the Website, and NFT holders and artists who use the Website. These Terms shall be effective commencing 2023-03-16. Users shall carefully read these Terms and our Privacy Policy to ensure a full understanding of the consequences that the access and/or use of the Site entails.
Please note that this document may be updated or modified at HODLERS's sole discretion. By visiting or using the functionalities available on the Site, you agree to be bound by the latest version. Therefore, please visit this section frequently. If you are interested in receiving more information, making suggestions, or filing complaints regarding these Terms, you can do so by sending an email to: hello@hodlers.one
HODLERS has no contractual obligation of any kind in force with any User. You bear full responsibility for verifying the identity, legitimacy, and authenticity of the NFTs you purchase, and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs hosted on the Site.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING AN AGREEMENT TO ARBITRATE. THE AGREEMENT TO ARBITRATE MEANS THAT, WITH LIMITED EXCEPTIONS, YOU AGREE TO SUBMIT ANY CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION. ADDITIONALLY, YOU ACKNOWLEDGE AND AGREE THAT:
1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
By agreeing to these terms, you understand and agree to be bound by the terms of the agreement to arbitrate and the limitations on pursuing claims against us in a class or representative capacity.
Definitions
“Artists” means third-party sellers who host their NFTs on the Website.
“Buyer” means third-party purchasers who purchase NFTs on the Website.
"Company" means BLANK HOLDINGS LTD and its respective past, present and future successors, assigns, affiliates, companies of the same group, employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors.
"Damages" means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
"Privacy Policy" means the document describing the methods how the Company collects, uses, and releases Personal Information collected from Users available on the Website (as may be amended from time to time).
"Services" means the services provided by the Company through the Website, including the sale of NFTs and any other related services.
“User(s)” means Artists and Buyers collectively or any of them indistinctly.
“Website” means the website located at https://www.hodlers.one, including all subdomains and all its respective pages.
“Documentation” means the document describing HODLERS and other relevant matters available at www.docs.hodlers.one (as may be amended from time to time).
Acknowledgement and assumption of risks
Users acknowledge, understand and agree that there are risks associated with purchasing and selling NFTs, including other risks not discussed herein. Crypto assets are inherently risky, and the Company advises Users to consider these risks before buying and selling NFTs. The purchase of NFTs within the Website is non-refundable and cannot be cancelled. The Company reserves the right to refuse or cancel NFTs purchase requests at any time at its sole discretion.
Users acknowledge and understand that all activity and use of crypto assets is highly unregulated, and the value of NFTs can be volatile and unpredictable. This may result in significant losses in a short time, including a possible loss of total value. Moreover, the regulatory regime governing NFTs, and blockchain technology in general, at the state, federal, or international level, may adversely affect the use, transfer, exchange, and value of NFTs, the development and/or use of the Website, and/or the Services.
There are risks inherent to the technology, including fraud, expropriation, hack, theft, cyber attack, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, bugs, and/or technological difficulties that might prevent Users' access to the Website and/or the Services. In the event of any such situations, Users are not guaranteed any remedy, refund, or compensation.
Users acknowledge and understand that their use of the Website is at their own risk. The information, software, products, and services included in or available through the Website may include inaccuracies or typographical errors. The Company makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the NFTs, information, software, products, Services, and related graphics contained on the Website for any purpose. The Company will not be responsible for any failures, disruptions, errors, distortions, or delays that Users may experience when using the Website, whatever the cause might be. By using the Website, Users expressly acknowledge and assume all risks associated with buying, selling, and using NFTs and the Website.
Conditions of use
By using the Website, you agree to comply with these T&Cs. The use of the Website, its products, services is exclusive to those who have accepted these T&Cs. HODLERS may, from time to time, revise these T&Cs and the revised version shall be effective at the time of its posting on the Website, unless otherwise clarified. Where the changes to these T&Cs increase User responsibilities or reduce User rights, HODLERS shall provide a notice and guarantee Users advance notice as required by applicable law. The User shall be deemed to have consented to be bound by the new T&Cs by continuing to use the Website. In the event the User does not consent to the changes to the T&Cs, the User shall stop accessing the Website.
Connecting your wallet
In order to access and use the Services, including to engage in a Transaction, you must have and connect your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Services (“Wallet”). Wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your Wallet, you understand and agree that you are solely responsible for maintaining the security of your Wallet and your control over any wallet-related authentication credentials, including any seed phrase or private cryptocurrency keys, as well as NFTs or cryptocurrencies that are stored in or are accessible through your Wallet. Any unauthorized access to your Wallet by third parties could result in the loss or theft of NFTs and/or other assets held in your Wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s).
HODLERS does not have access to your Wallet or any linked financial information and is not responsible for managing or maintaining the security of your Wallet. HODLERS shall not be liable for any loss or damage arising from any unauthorized access to or use of your Wallet or if you are unable to locate your credentials. By connecting your Wallet to the Services, you represent and warrant that you are the sole owner and authorized user of the Wallet and that you will use the Services in accordance with applicable law and these T&Cs.
SALE OF NFTs
Each sale of an NFT is an agreement between HODLERS and the Initial Purchaser. If the Initial Purchaser decides to sell the NFT (“Secondary Sale”), then HODLERS is not a party to any agreement between the buyer, seller, or facilitator of the Secondary Sale.
If a Collector sells or transfers an NFT to another Collector, (a) the seller represents and warrants that they will notify the subsequent Collector of these Terms and require the subsequent Collector to comply with these Terms, (b) the NFT-specific Collector License as set forth herein will automatically transfer to such subsequent Collector, and such Collector will be deemed the “Collector” (for purposes of such NFT and the applicable NFT-specific Collector License to the underlying NFT IP) and will be subject to these Terms, and (c) the seller or transferor of such NFT will cease to have any further rights to such NFT or underlying NFT IP.
By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase an NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize HODLERS to automatically charge and collect such fees from your payment instrument or Wallet. If you are an Initial Purchaser, then all amounts due are to be paid to HODLERS. If you are not the Initial Purchaser of an NFT, then amounts may be paid to the seller of such NFT. No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law.
Taxes
You are solely responsible for paying any and all sales, use, value-added, and other taxes, duties, and assessments now or in the future imposed by any governmental authority associated with your use of the Services, Perks, or NFTs, including taxes that may become payable as a result of your ownership, transfer, purchase, or sale of an NFT.
Undertakings by User
By agreeing to use our services, you acknowledge and undertake that:
1. If an individual, you are at least 18 years old.
2. You will not use the Website in a manner that (i) negatively affects other Users or the Services; (ii) could bring the Website and/or the Services into disrepute; (iii) violates any applicable law or regulation.
3. You are not located in a country that is subject to a United States Government embargo.
4. You are not a citizen of, natural or legal person, having its habitual residence, location, or seat of incorporation in a country or territory where transactions with crypto assets are prohibited or restricted by applicable laws or regulations, or will become so prohibited or restricted while these T&Cs are in force.
5. The NFTs hosted on the Site are not securities and cannot be regarded as debentures, shares, collective investment schemes, or business trusts or otherwise regulated products.
6. Your access and use of the Website may be interrupted for any reason at HODLERS's sole discretion.
7. Blockchain technology is a new and untested technology, and HODLERS is not liable for factors outside its control or adverse changes in market and legal conditions or technology that may affect the delivery of NFTs. The acquisition of NFTs carries a substantial risk of loss.
8. Upon HODLERS’s request, you will promptly provide any supplementary information requested.
9. You will not use the Website for purposes inconsistent with these T&Cs.
10. You will not compromise or attempt to compromise the Website’s security through hacking, intrusion, interference, disabling, disruption, impairment, or over-burdening the proper functioning of the Website, and will not access data or information that you are unauthorized to access.
11. You are only authorized to host on the Website your own NFTs and cannot host on the Website NFTs owned by third parties.
12. You are responsible for the payment of all taxes, fees, and charges imposed on or based upon the use of the Website and/or the Services.
13. You will indemnify HODLERS and hold HODLERS harmless against legal claims that may arise from your use or misuse of our Website and/or these T&Cs.
Undertakings by HODLERS
HODLERS undertakes to operate the Website and the Services in a diligent and professional manner in accordance with applicable industry standards and regulations in force.
Intellectual property
You acknowledge and understand that all text, graphics, images, the Website's look and feel, trademarks, logos, page headers, button icons, scripts, data, software, sound files, other files, products and services provided on the Website are the property of HODLERS, its affiliates, directors, officers, employees, agents, suppliers, or licensors, including all copyrights, trade secrets, trademarks, patents, and other intellectual property. You agree that you will not reproduce or redistribute the HODLERS's intellectual property in any way, including electronic, digital, or trademark registrations. You may not use any metatags or other hidden text without our prior written permission. HODLERS does not own any of the NFTs, nor the intellectual property associated with them, hosted on the Website.
As a Buyer, you acknowledge and understand that all NFTs hosted on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the owner. If you believe that the NFTs hosted on the Site infringe copyright or trademark rights, please contact us at the following email address: hello@hodlers.one. Your email should include your name, address and email; a description of the material allegedly infringing copyright or trademark rights and its location on the Site; a statement declaring your reasons to believe that the NFTs on the Site violate copyright or trademark rights; and your physical or electronic signature.
As an Artist, you acknowledge and understand that you are not allowed to use the Website to commercialize NFTs of which you are not the author, owner, or intellectual property holder. You grant HODLERS permission to use, copy, transmit, and broadcast the NFTs of your property hosted on the Site for advertising and commercial actions, provided that such use complies with applicable laws and regulations.
HODLERS COLLECTIVE NFT-SPECIFIC TERMS
HODLERS Collective NFT Perks
As a Collector of a HODLERS Collective NFT, you acknowledge and understand that you may receive Perks as determined by HODLERS at its sole discretion for a period of two (2) years after the HODLERS Collective NFTs are first made available for sale. However, HODLERS makes no representation, warranty, or guarantee that any Collector will receive any Perks or achieve any particular outcome as a result of owning any HODLERS Collective NFT. HODLERS reserves the right, at its sole discretion, to restrict, limit, or deny any Perks to any Collector, including to limit the period of time when a Perk is available, for any reason, at any time. You acknowledge that Perks are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and HODLERS makes no recommendation and provides no investment advice in connection with any Perks or otherwise as a result of holding or owning a HODLERS Collective NFT.
HODLERS Collective NFT Royalties
As a Buyer or Seller of a HODLERS Collective NFT, you acknowledge and agree that HODLERS will receive 10% of every Secondary Sale of a HODLERS Collective NFT (“HODLERS Collective Royalty”). HODLERS has the right to collect HODLERS Collective Royalties in perpetuity. Therefore, if you sell a HODLERS Collective NFT, including on a third-party website, you agree to include a statement substantially similar to the following in the description of the NFT: “10% Royalty Applies. By purchasing a HODLERS Collective NFT, you agree to the T&C located at https://www.hodlers.one/terms.” You agree not to seek to circumvent or avoid those HODLERS Collective Royalties.
Dispute Resolution
This section governs disputes between Users and HODLERS and does not govern disputes between users or between users and third parties.
Users and HODLERS shall cooperate in good faith to resolve any dispute arising out of or in connection with these T&Cs and/or Users’ use of the Website and/or the Services. If they are unable to resolve a dispute within 90 days of notice of such dispute being received by HODLERS by email at: hello@hodlers.one, such dispute shall be settled in arbitration proceedings.
Any dispute will be resolved solely through arbitration and will not be brought as class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any dispute shall be referred to and finally resolved by arbitration under the Rules of the Chartered Institute of Arbitrators in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into this Article.
The tribunal shall consist of three arbitrators. Each party shall nominate one arbitrator. In the event that either of the two parties fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the Chartered Institute of Arbitrators shall nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments.
The seat of the arbitration shall be in London, United Kingdom. The language of the arbitration shall be English. Any award of the tribunal shall be final and binding from the day it is made.
All matters relating to the arbitration, including related court proceedings, shall be kept confidential to the greatest extent practicable, except to the extent necessary to enforce or challenge the arbitration award in court.
Privacy
HODLERS respects your privacy. For details, please carefully read our Privacy Policy. By using the Website, you consent to our collection and use of certain personal data as set forth therein.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by the courts of England and Wales.
Headings
The headings in this document are intended solely for convenience of reference and shall be given no effect in its construction or interpretation.
Severability
If any provision of this document shall be held invalid, such invalidity shall not affect any other provisions that can reasonably be given effect without the invalid provision and, to this end, the provisions of this document are intended to be and shall be deemed severable.
Survival
All sections of these T&C which by their nature may survive termination of this document shall continue in full force and effect after termination of these T&C by HODLERS or you.
Contact Us
HODLERS welcomes your questions or comments regarding these T&Cs, please contact us via email at hello@hodlers.one.
