User Agreement

HODLIT USER AGREEMENT

This is a contract between you and Hodlit, Inc. ("Hodlit"). By signing up to use an account through Hodlit.com, or any associated websites, APIs, or mobile applications (collectively the "Hodlit Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy.

Last updated: August 19, 2018

PART 1: GENERAL USE

1. Basic Hodlit Services.

1.1. Eligibility. To be eligible to use the Hodlit Services, you must be at least 18 years old.

1.2. Hodlit Services. Your Hodlit account ("Hodlit Account") encompasses the following basic Hodlit services: One or more hosted Digital Currency wallets that allow users to store certain supported digital currencies, like Bitcoin or Ethereum ("Digital Currency"), and to track, transfer, and manage supported Digital Currencies (the "Hosted Digital Currency Wallet"); Digital Currency conversion services through which users can buy and sell Digital Currencies in transactions with Hodlit (the "Conversion Services"); and a U.S. Dollar account for use in connection with other Hodlit Services (a "USD Wallet" or "Currency Wallet") and for eligible users. The risk of loss of holding Digital Currency can be substantial. You should therefore carefully consider whether trading or holding Digital Currency is suitable for you in light of your financial condition.

2. Creating a Hodlit Account.

2.1. Registration of Hodlit Account. In order to use the Hodlit Services, you will need to register for a Hodlit account (a "Hodlit Account"). During the registration process, we will ask you for information, including your name and other personal information to verify your identity. We may, in our sole discretion, refuse to open a Hodlit Account for you, or limit the number of Hodlit Accounts that you may hold.

2.2. Identity Verification. During registration of your Hodlit Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Hodlit Services. Your access to one or more Hodlit Services and the limits that apply to your use of the Hodlit Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction, before permitting you to use further Hodlit Services and/or before permitting you to engage in transactions beyond certain volume limits. This includes authorizing your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Hodlit with your wireless operator account profile information for the duration of the business relationship.

3. Hosted Digital Currency Wallet.

3.1. In General. Your Hosted Digital Currency Wallet enables you to store, track and manage supported Digital Currencies contained in your Hosted Digital Currency Wallet. Upon verification a government issued identification card and a picture of yourself, you will have the ability to request, send and receive, and store Digital Currency from, third parties by giving instructions through the Hodlit Site (each such transaction is a "Digital Currency Transaction").

Hodlit reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other binding government order or to enforce transaction limits. Hodlit cannot reverse a Digital Currency Transaction which has been broadcast to a Digital Currency network. The Hosted Digital Currency Wallet services are available only in connection with those Digital Currency that Hodlit, in its sole discretion, decides to support. The Digital Currency that Hodlit supports may change from time to time. Under no circumstances should you attempt to use your Hosted Digital Currency Wallet services to store, send, request, or receive digital currencies in any form that are not supported by Hodlit. Hodlit assumes no responsibility or liability in connection with any attempt to use Hodlit Services for digital currencies that Hodlit does not support.

3.2. Digital Currency Transactions. Hodlit processes supported Digital Currency according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to Hodlit. In the event you initiate a Digital Currency Transaction by entering the recipient's email address and the recipient does not have an existing Hodlit Account, Hodlit will email the recipient and invite them to open a Hodlit Account. If the designated recipient does not open a Hodlit Account within 30 days, Hodlit will return the supported Digital Currency associated with the transaction to your Hodlit Account. Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Hodlit Account balance or be available to conduct transactions. Hodlit may charge network fees (miner fees) to process a Digital Currency transaction on your behalf. Hodlit will calculate the network fee in its discretion, although Hodlit will always notify you of the network fee at or before the time you authorize the transaction. Hodlit reserves the right to delay any Digital Currency Transaction if it perceives a risk of fraud or illegal activity.

3.3. Digital Currency Storage & Transmission Delays. Hodlit securely stores all Digital Currency private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Hodlit to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction facilitated by Hodlit may be delayed.

3.4. Third Party Payments. Hodlit has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Hodlit Services). Hodlit is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Currency transferred using the Hodlit Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify Hodlit Support at support@hodlit.com so that we may consider what action to take, if any.

3.5 Advanced Protocols. Unless specifically announced on our website or through some other official public statement of Hodlit, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by Hodlit (collectively, “Advanced Protocols”). Do not use your Hodlit Account or Hodlit Pro account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The Hodlit platform is not configured to detect and/or secure Advanced Protocol transactions and Hodlit assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.

3.6 Operation of Digital Currency Protocols. Hodlit does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Hodlit or Hodlit Pro platforms, you acknowledge and agree (i) that Hodlit is not responsible for operation of the underlying protocols and that Hodlit makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the Hodlit platform. In the event of a fork, you agree that Hodlit may temporarily suspend Hodlit operations (with or without advance notice to you) and that Hodlit may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Hodlit assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

4. Conversion Services.

4.1. In General. Eligible users in certain jurisdictions may buy or sell supported Digital Currency through the Conversion Services. The Conversion Services are subject to the Hodlit "Conversion Rate" for the given transaction. "Conversion Rate" means the price of a given supported Digital Currency amount in terms of Fiat Currency or other Digital Currency as quoted on the Hodlit Site. The Conversion Rate is stated either as a "Buy Price" or as a "Sell Price," which is the price in terms of Fiat Currency or Digital Currency at which you may buy or sell supported Digital Currency to Hodlit. You acknowledge that the quoted Buy Price Conversion Rate may not be the same as the Sell Price Conversion Rate at any given time, and that Hodlit may add a margin or “spread” to the quoted Conversion Rate. You agree, as a condition of using any Hodlit Conversion Services, to accept the Conversion Rate as the sole conversion metric. Hodlit reserves the right to delay any Conversion Service transaction if it perceives a risk of fraud or illegal activity. Hodlit does not guarantee the availability of its Conversion Service, and the act of purchasing supported Digital Currency from Hodlit does not result in a guarantee that you may sell your supported Digital Currency to Hodlit.

4.2. Purchase Transactions. After successfully completing the verification process, you may purchase supported Digital Currency by linking a valid payment method. You authorize Hodlit to initiate debits from your selected payment method(s) in settlement of purchase transactions. A Conversion Fee (defined below) applies to all purchase transactions. Although Hodlit will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your Hodlit Account. We may debit your selected payment method, such as your bank account or credit card, as soon as the same day you initiate the purchase but your payment may take three or more business days to process. We will make best efforts to fulfill all transactions, but in the rare circumstance where Hodlit cannot fulfill your purchase order, we will notify you and seek your approval to fulfill the purchase order at the contemporaneous Buy Price Conversion Rate. To secure the performance of your obligations under this Agreement, you grant to Hodlit a lien on and security interest in and to the balances in your account.

4.3. Sale Transactions. After successfully completing the verification process, you may sell supported Digital Currency by linking a valid payment method. You authorize Hodlit to debit your Hodlit Account(s) and initiate payments to your selected payment method(s) in settlement of sell transactions. An applicable Conversion Fee (defined below) applies to all sale transactions. Your receipt of funds will depend on the payment type, and may take up to three or more business days.

4.4. Conversion Fees. Each Conversion Service transaction is subject to a fee (a "Conversion Fee"). The applicable Conversion Fee is displayed to you on the Hodlit Site or mobile app prior to you completing a Conversion Service transaction. Hodlit will not process a conversion transaction if the Conversion Fee and any other associated fees as may apply, such as wire transfer fees, exceed the value of your transaction. Hodlit may waive some portion of the Conversion Fee depending on the payment method you select. The availability of each Payment Method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors.

You can view the current fee applicable to your location and payment method at our fees page.

Hodlit reserves the right to adjust its Conversion Fees and any applicable waivers at any time. We will always notify you of the Conversion Fee which applies to your transaction when you authorize the transaction and in each receipt we issue to you.

4.5. Reversals; Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Hodlit, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including Hodlit balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. Hodlit reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s), if Hodlit suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if Hodlit reasonably suspects that the transaction is erroneous; or if Hodlit suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Hodlit will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.

4.6. Recurring Transactions. If you initiate recurring Conversion Service transactions, you authorize Hodlit to initiate recurring electronic payments in accordance with your selected Conversion Service and any corresponding payment accounts, such as recurring automated clearing house (ACH) debit or credit entries from or to your linked bank account. Your recurring transactions will occur in identical, periodic installments, based on your period selection (e.g., daily, weekly, monthly), until either you or Hodlit cancels the recurring order. If you select a U.S. Bank Account as your payment method for a recurring transaction, and such transaction falls on a weekend or holiday, or after bank business hours, the ACH credit or debit will be executed on the next business day, although the Digital Currency Conversion Rate at the time of the regularly-scheduled transaction will apply. If your Bank is unable to process any electronic ACH debit entry, Hodlit will notify you of cancellation of the transaction and may avail itself of remedies set forth in this User Agreement to recover any amount owed to Hodlit. You agree to notify Hodlit in writing of any changes in your linked bank account information prior to a recurring transaction. Hodlit may, at any time, terminate recurring transactions by providing notice to you.

4.7. Payment Services Partners. Hodlit may use a third party payment processor to process any US Dollar payment between you and Hodlit, including but not limited to payments in relation to your use of the Conversion Service or deposits or withdrawals from your USD Wallet or Hodlit Pro Account.

5. General Use, Prohibited Use, and Termination.

5.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Hodlit Site, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by Hodlit from time to time. Any other use of the Hodlit Site or Content is expressly prohibited and all other right, title, and interest in the Hodlit Site or Content is exclusively the property of Hodlit and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. "Hodlit.com", "Hodlit", and all logos related to the Hodlit Services or displayed on the Hodlit Site are either trademarks or registered marks of Hodlit or its licensors. You may not copy, imitate or use them without Hodlit's prior written consent.

5.2. Website Accuracy. Although we intend to provide accurate and timely information on the Hodlit Site, the Hodlit Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Hodlit Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Hodlit Site,

5.3. Third-Party Applications. If, to the extent permitted by Hodlit from time to time, you grant express permission to a third party to access or connect to your Hodlit Account, either through the third party's product or service or through the Hodlit Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Hodlit Account. Further, you acknowledge and agree that you will not hold Hodlit responsible for, and will indemnify Hodlit from, any liability arising out of or related to any act or omission of any third party with access to your Hodlit Account. You may change or remove permissions granted by you to third parties with respect to your Hodlit Account at any time through the Account Settings (Integrations) page on the Hodlit Site.

5.4. Prohibited Use. In connection with your use of the Hodlit Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Hodlit Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.

5.5. Transactions Limits. The use of all Hodlit Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). Hodlit reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@hodlit.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Hodlit staff (such process, "Enhanced Due Diligence"). Hodlit reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

5.6. Suspension, Termination, and Cancellation. Hodlit may: (a) suspend, restrict, or terminate your access to any or all of the Hodlit Services, and/or (b) deactivate or cancel your Hodlit Account if:

If Hodlit suspends or closes your account, or terminates your use of Hodlit Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Hodlit from providing you with such notice. You acknowledge that Hodlit's decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Hodlit's risk management and security protocols. You agree that Hodlit is under no obligation to disclose the details of its risk management and security procedures to you.

You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency Wallet(s) and/or your USD Wallet(s) for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may cancel your Hodlit Account at any time by withdrawing all balances and visiting https://www.Hodlit.com/settings/cancel. You will not be charged for canceling your Hodlit Account, although you will be required to pay any outstanding amounts owed to Hodlit. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

5.7. Relationship of the Parties. Hodlit is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Hodlit to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Hodlit to be treated as the agent of the other.

5.8. Privacy of Others; Marketing. If you receive information about another user through the Hodlit Services, you must keep the information confidential and only use it in connection with the Hodlit Services. You may not disclose or distribute a user's information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user's express consent to do so. You may not send unsolicited email to a user through the Hodlit Services.

5.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Hodlit Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Hodlit Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your Hodlit Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Hodlit and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Hodlit Account information has been compromised, contact Hodlit Support immediately at support@hodlit.com.

5.10. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Hodlit Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Hodlit Account.

5.11. Unclaimed Property. If Hodlit is holding funds in your account, and Hodlit is unable to contact you and has no record of your use of the Services for several years, applicable law may require Hodlit to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Hodlit will try to locate you at the address shown in our records, but if Hodlit is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Hodlit reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

6. Customer Feedback, Queries, Complaints, and Dispute Resolution

6.1. Contact Hodlit. If you have any feedback, questions, or complaints, contact at support@hodlit.com. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Hodlit Account, and the transaction on which you have feedback, questions, or complaints.

6.2. Arbitration; Waiver of Class Action. If you have a dispute with Hodlit, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association's rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and Hodlit hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.

If the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 7.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 7.2 shall still apply. In any case, the remainder of this User Agreement, will continue to apply.

7. General Provisions.

7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Hodlit. Always log into your Hodlit Account through the Hodlit Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

7.2. Release of Hodlit; Indemnification. If you have a dispute with one or more users of the Hodlit services, you release Hodlit, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Hodlit, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

7.3. Limitation of Liability; No Warranty. IN NO EVENT SHALL HODLIT, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR HODLIT ACCOUNT OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE HODLIT SITE OR THE HODLIT SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF HODLIT HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT HODLIT FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITES, OR OTHER TYPES OF SPECIAL, INCIDENTIAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE HODLIT SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HODLIT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. HODLIT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE HODLIT SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Hodlit makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. Hodlit will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Hodlit makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 8.3 are intended to apply only to the extent permitted under New Jersey law.

7.4. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Hodlit as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Hodlit. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

7.5. Amendments. We may amend or modify this Agreement by posting on the Hodlit Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Hodlit Services, or suspension or termination of your access to the Hodlit Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.

7.6. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Hodlit affiliates or subsidiaries, or to any successor in interest of any business associated with the Hodlit Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

7.8. Change of Control. In the event that Hodlit is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Hodlit Account cancellation, debts owed to Hodlit, general use of the Hodlit Site, disputes with Hodlit, and general provisions, shall survive the termination or expiration of this Agreement.

7.10. Governing Law. You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Hodlit, except to the extent governed by federal law.

7.11. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

7.12. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

7.13. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

Prohibited Use

You may not use your Hodlit Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Hodlit Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at support@hodlit.com. By opening a Hodlit Account, you confirm that you will not use your Account to do any of the following:

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from Hodlit Services ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by Card Network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Hodlit Services involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@hodlit.com.

By opening a Hodlit Account, you confirm that you will not use Hodlit Services in connection with any of following businesses, activities, practices, or items:

Conditional Use

Express written consent and approval from Hodlit must be obtained prior to using Hodlit Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at support@hodlit.com. Hodlit may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Hodlit Services in connection with any of following businesses, activities, or practices:

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

As a regulated financial service company operating in the US we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital currency exchange services to our customers. Hodlit collects and verifies information about you in order to: (a) protect Hodlit and the community from fraudulent users, and (b) to keep appropriate records of Hodlit's customers. Your daily or weekly Conversion limits, Hodlit Pro deposit, withdrawal and trading limits, Instant Buy limits, USD Wallet transfer limits, and limits on transactions from a linked payment method are based on the identifying information and/or proof of identity you provide to Hodlit.

All U.S. customers who wish to use Hodlit Services are required to establish a Hodlit Account by:

All U.S. customers who wish to send and received Digital Currency on to the block chain are required to:

Notwithstanding these minimum verification procedures for the referenced Hodlit Services, Hodlit may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Hodlit Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account's Limits page.

Hodlit Pricing

buys: 1%

sells: 3%

app usage fee $3.00 a month

You may contact us at support@hodlit.com to request larger limits. Hodlit will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Hodlit does not guarantee that we will raise your limits.