1. Who We Are

1.1 About Hodlex Ltd

This agreement is between you ("User", "you", "your") and Hodlex Ltd ("Hodlex Ltd", "we", "us", "our"), a limited liability company incorporated under the laws of the Marshall Islands, business number 89220.

We operate the following platforms (collectively the "Platform"):

• hodlhodl.com — a peer-to-peer Bitcoin trading marketplace ("Hodl Hodl" or "Trading Platform");
• lend.hodlhodl.com — a peer-to-peer cryptocurrency lending marketplace ("Lend at Hodl Hodl" or "Lending Platform").

1.2 Nature of Our Services

We provide technology infrastructure only. Specifically:

• We operate an advertising board where users express intentions to buy, sell, lend, or borrow cryptocurrency.
• We provide a graphical interface to interact with decentralized multisignature smart contracts on the Bitcoin Blockchain Network.
• We are NOT a party to any Purchase Contract or Lending Contract concluded between Users.
• We do NOT hold, store, accept, or custody any of your assets or funds at any time.
• We do NOT control or hold any of your private keys.
• We do NOT provide legal, tax, accounting, or financial advice.
• We do NOT act as your broker-dealer, intermediary, agent, or adviser.

1.3 Governing Law

This Agreement is governed by the laws of the United Kingdom. Disputes shall be resolved by the competent courts of London, United Kingdom, except that we reserve the right to bring proceedings in the courts of your domicile. Dispute resolution proceeds on an individual basis only — no class or representative actions.

2. Eligibility & Restricted Countries

2.1 Age and Capacity

By using our Platform you represent and warrant that you:

• are at least 18 years of age;
• have full legal power, authority, and capacity to enter into this Agreement under the laws of your jurisdiction;
• have read, understood, and agree to be bound by these Terms in their entirety;
• have not previously been suspended or removed from our Platform.

2.2 Restricted Persons and Territories

You may NOT use any Hodlex Ltd Service if you are a citizen, permanent resident, tax resident, or currently located in any of the following jurisdictions:

You also may NOT use our services if you:

• are identified as an individual restricted or barred from conducting banking or financial transactions under any applicable law;
• are listed on any sanctions list, including the OFAC SDN List, EU Consolidated Sanctions List, UK HM Treasury Financial Sanctions List, or UN Security Council Consolidated List;
• are placed on any list of persons banned from conducting business or financial transactions in any jurisdiction.

2.3 Acting on Your Own Behalf

You represent and warrant that you are transacting solely on your own behalf and for your own account. You may not act as an agent, trustee, nominee, or representative for any third party. You shall not use the Platform to operate or facilitate any unlicensed cryptocurrency exchange, money service business, ATM, kiosk, or similar financial service. You shall not engage in structuring, layering, smurfing, or any technique intended to conceal the true nature of a transaction.

3. Your Account

3.1 Registration

To access our Services you must create a User Account at accounts.hodlhodl.com by providing a valid email address, nickname, and password. You must verify your email address before accessing the Platform. All information provided must be true, accurate, current, and complete. We reserve the right to refuse access or terminate your account if we believe any information is false, inaccurate, or incomplete, without explanation or refund.

3.2 Account Security

You are solely responsible for maintaining the security of your account credentials, payment password, 2FA codes, and any other access mechanisms. You may not sell, share, lend, or transfer access to your account. You may only maintain and use one User Account unless explicitly permitted by Hodlex Ltd in writing. We offer optional security features including Two-Factor Authentication (2FA) and Trusted Devices — we strongly recommend enabling both.

3.3 Account Types

Regular Account: Standard registration; eligible for all Platform features subject to applicable limits.

Verified Account: Users who completed identity verification prior to the suspension of voluntary verification. Benefits associated with Verified status are retained. New voluntary verification applications are no longer accepted.

3.4 Suspension, Limitation, and Termination

We may terminate, suspend, or limit your access at our sole discretion if:

• you violate any provision of these Terms or any Agreement with Hodlex Ltd;
• we have reason to believe your use violates applicable law or regulations;
• you provided false, inaccurate, or fraudulent information at any time;
• you fail to provide requested documents within a specified deadline;
• you attempt unauthorized access to any component of the Services;
• you attempt to interrupt Services or damage Hodlex Ltd software or hardware;
• we are required to do so by applicable law or state authority;
• your account has been inactive for more than 24 months;
• you have been reported as a scammer by one or more users.

3.5 Identification and Verification

If required by applicable law or our internal policies, we may at any time introduce mandatory identification or verification procedures. Failure to complete required verification constitutes a violation of this Agreement and may lead to account suspension or termination.

3.6 Investigation Fee

We reserve the right to conduct internal investigations in response to user requests or actions (including account restoration, 2FA resets, and account takeover prevention). An Investigation Fee may be charged, calculated based on actual time spent by our personnel. We will notify you and obtain consent before commencing a chargeable investigation, except where urgent action is required to prevent crime or abuse. You agree that your request may not be finalized until the Investigation Fee is paid in full.

4. Hodl Hodl — Trading Platform

4.1 How Trading Works

Hodl Hodl allows Users to buy and sell Bitcoin directly with one another. For each contract:

• A unique P2SH multisig escrow address is automatically generated, requiring 2-of-3 keys to release funds.
• One key belongs to the Seller, one to the Buyer, and one to Hodlex Ltd.
• The Seller deposits Bitcoin into escrow; the Buyer sends fiat or cryptocurrency payment to the Seller; the Seller then releases Bitcoin from escrow.
• Hodlex Ltd holds only one key and cannot unilaterally move your funds.

4.2 Offers and Contracts

A Purchase Contract is created when you accept another User's Offer, or another User accepts yours. Offers must contain accurate information. The following rules apply:

• Bitcoin price must not deviate more than 30% from the prevailing market rate (this rule does not apply to private offers).
• Multiple offers with the same payment method in the same country require a price difference of at least 2%.
• The minimum contract amount is 0.00025 BTC.
• A published offer may be withdrawn at any time, including after acceptance but before the contract reaches "In Progress" status.

4.3 Contract Statuses

4.4 Trading Fees

Fees are automatically deducted by the smart contract. The Seller pays their fee by depositing more Bitcoin than the stated amount; the Buyer receives Bitcoin net of their fee. Bitcoin network transaction fees are the responsibility of each party for their own transfers.

4.5 Referral Program

You may invite users to the Platform via your referral link. Referral rewards are paid in Bitcoin automatically upon successful contract completion:

An "Active Trader" is a referred user who has successfully completed at least one contract in the preceding 3 months and whose account is not suspended. A Bitcoin payout address must be saved in your Dashboard Settings before the relevant contract completes, or the reward is forfeited. Rewards are only payable where the platform fee exceeds 0%.

For technical reasons related to the dust limit, you will only receive Rewards from contracts where your Reward is greater than or equal to 0.00000546 BTC. In the event of two of your referred users completing a contract between themselves, the referral commission is capped at 10% of the platform commission.

Spam distribution of referral links is strictly prohibited, including: unsubscribed mass email campaigns; mass or unsolicited messages through social media, Reddit, forums, or similar platforms; deceptive advertisements with a hidden referral link.

We may disqualify any User from the Program, or terminate the Program entirely, at any time without notice. If a Referrer's account is suspended, terminated, or disqualified for any reason, they immediately stop receiving Rewards from any future contracts completed by their referred users.

4.6 Disputes (Trading)

Either party may raise a dispute when permitted under Section 4.3. Disputes are reviewed by Hodlex Ltd support within 12 hours of initiation, using evidence including Terms of Trade, payment proof, chat messages, user reputation, and other available data. Dispute resolution rules are published at accounts.hodlhodl.com/terms-of-service#dispute-rules. A review of the resolution may be requested within 120 days by contacting support.

IMPORTANT: Hodl Hodl does not resolve disputes for "in person" payment method trades. For those trades, locked Bitcoin is returned to the Seller only where both parties expressly agree, or if the Seller independently signs a release.

4.7 Representations (Trading)

You represent and warrant that all cryptocurrency and fiat currency used in any Purchase Contract is legitimate and lawfully obtained, not derived from money laundering, fraud, terrorism financing, bribery, sanctions evasion, or any other illegal activity. You shall not conceal the nature, source, location, ownership, or control of any funds.

5. Lend at Hodl Hodl — Lending Platform

5.1 How Lending Works

The Lending Platform allows Users to lend or borrow cryptocurrency on a peer-to-peer basis. Bitcoin is used as collateral, locked in a 2-of-3 multisig escrow address for the duration of the loan. Hodlex Ltd holds one key; one key belongs to the Borrower; one key belongs to the Lender. No third party can unilaterally move collateral.

5.2 Loan Parameters

5.3 Interest and Fees

Interest rates are set by the offer creator and apply to the full loan period regardless of early repayment:

Loan amount is fixed in USD equivalent at contract creation. The platform uses the median exchange rate across: Binance, Bitfinex, Bitpay, Bitstamp, Bybit, Coinbase, Coinmonitor, Crypto, Exmo, Gemini, Huobi, Kraken, Kucoin, Okx, Poloniex, WhiteBit, Yadio. This list was last updated 20 April 2026 and may be revised to reflect market conditions.

5.4 LTV Monitoring and Margin Calls

You are responsible for monitoring your LTV ratio throughout the loan period. Alerts are sent by email at the following thresholds:

For USDC / USDT loans:

For L-BTC / WBTC loans:

Once a contract enters Forced Liquidation, no amendments or payments are permitted. The collateral is transferred to the Lender to cover the outstanding debt. Any surplus collateral is returned to the Borrower.

5.5 Lending Contract Statuses

5.6 Contract Migration

Optional Migration: Either contract party may request migration to a new escrow address at no platform charge (network fees paid by Borrower). Both parties must agree.

Mandatory Migration: Where Hodlex Ltd determines a contract is High-Risk, both parties will be instructed to migrate. No platform fee applies; network fees paid by Borrower.

5.7 Contract Termination

Hodlex Ltd reserves the right to terminate any Lending Contract at its sole discretion, executed through Forced Liquidation. Parties must cooperate with the termination process without delay. Hodlex Ltd bears no responsibility for losses where parties are non-cooperative or unresponsive.

5.8 Disputes (Lending)

Disputes are resolved by Hodlex Ltd support on the same principles as trading disputes (see Section 4.6). A resolution review may be requested within 120 days of resolution.

6. Fees — Quick Reference

A summary of all Trading fees is maintained in the live Dashboard. Fees for Lending are defined during the Lending contract creation and may vary. Fees may be updated at any time without prior notice. Investigation fees are payable by invoice or escrow deduction; outstanding Investigation Fees may result in account suspension.

7. Intellectual Property

7.1 Ownership

All intellectual property rights in the Platform and Services — including software, design, trademarks, documentation, and API — are owned by Hodlex Ltd and/or its licensors. You are permitted to use the Platform only as expressly authorized. All rights not expressly granted are reserved.

7.2 API Access

Access to the full API requires a registered account with API access enabled in your settings. Your API key is personal, non-transferable, and must not be shared or embedded in publicly accessible code. You may not use the API to build competing products, aggregate our data with competitors, scrape data, or circumvent Platform limitations. We may revoke API access at any time for Terms violations.

8. Disclaimers & Limitation of Liability

Plain Summary

• The Platform is provided "as is" — we make no guarantees of uptime or error-free operation.
• We are not responsible for losses from cryptocurrency price volatility.
• Our maximum aggregate liability to you is $100 USD.
• We do not report or withhold taxes on your behalf — you are solely responsible.
• Completed and resolved contracts cannot be appealed, revised, or reversed.

↓ Full legal text below

8.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS", "AS DEVELOPED", AND "AS AVAILABLE". HODLEX LTD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HODLEX LTD OR ITS REPRESENTATIVES BE LIABLE FOR: (A) LOSS OF PRODUCTION, REVENUE, PROFITS, DATA, OR BUSINESS; OR (B) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES. HODLEX LTD'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100).

8.3 Taxes

Hodlex Ltd does not deduct, withhold, or report any taxes (income, GST, VAT, stamp duty, or otherwise) on your behalf. You are solely responsible for compliance with all tax reporting and payment obligations in your jurisdiction arising from use of the Platform.

8.4 Indemnification

You agree to indemnify and hold harmless Hodlex Ltd and its directors, employees, agents, subsidiaries, and affiliates from and against any claims, losses, liabilities, and expenses (including legal fees) arising from: (i) your use of the Platform; (ii) your violation of these Terms; (iii) your violation of any third-party rights; (iv) your violation of any applicable law; or (v) your negligent or wilful misconduct.

9. General Provisions

9.1 Language

The official language of these Terms is English. In the event of any conflict between the English version and a translation, the English version prevails.

9.2 Amendments

We may revise these Terms at any time without prior notice. Continued use of the Platform after amendments constitutes irrevocable acceptance of the revised Terms. We recommend checking this page regularly.

9.3 Entire Agreement

These Terms constitute the entire agreement between you and Hodlex Ltd regarding the Platform and supersede all prior agreements and understandings.

9.4 Severability

If any provision of these Terms is held invalid or unenforceable, that provision is severed, and the remaining provisions continue in full force.

9.5 Time Limitation on Claims

To the fullest extent permitted by law, any claim against Hodlex Ltd must be commenced within one (1) year after the date the claimant first knew or reasonably should have known of the relevant act, omission, or default.

9.6 How to Contact Us

Dispute Rules

Support will contact both parties within 12 hours via the contract chat after we understand that the dispute can not be settled without our involvement. Please read these rules carefully — non-compliance may result in losing the dispute and account suspension.

1. Timeframes

2. How to Prepare

1. Write your account in the contract chat
   Post a clear, detailed description of what happened within 10 hours of the dispute opening.
2. Gather your evidence
   Payment account statements, transaction receipts, ID/passport, and any other documentation support may request. All documents must include complete payment details — partial documents may be disregarded.
3. Respond promptly
   You have 10 hours to reply to each message from support. Non-response is treated as interference with dispute resolution and may be grounds to rule against you.
4. Cooperate fully
   If support requests additional evidence, provide it within the timeframe. Failure to do so may result in the dispute being resolved in favour of the other party.

3. How We Decide

Support reviews the Terms of Trade, payment evidence, chat history, account statements, and user reputation. The lists below are indicative, not exhaustive. Where both parties provide equally convincing evidence, we rule in favour of the party with the strongest overall case.

We may side with the Buyer if...

• The Seller does not respond or cooperate with support within the established timeframe.
• The Buyer provides sufficient proof of payment (e.g. account statements, transaction records).
• The Seller used a third-party account not registered in their own name.
• The Seller cannot provide an account statement covering the period in question.

We may side with the Seller if...

• The Buyer does not respond or cooperate with support within the established timeframe.
• Payment was not made, was partial, or did not comply with the Terms of Trade.
• A payment provider froze, stopped, or held the Buyer's payment.
• The Buyer used a third-party account not registered in their own name.
• The Buyer cannot provide transaction proof, and the Seller provides a statement showing non-receipt.

4. Strictly Forbidden

The following conduct is strictly prohibited during a dispute. Violations may result in losing the dispute and account suspension or permanent termination.

Prohibited conduct

• Verbal conflict, insults, or bullying directed at the other party or support staff.
• Submitting false, fake, or inaccurate documents or information.
• Spamming the contract chat.
• Arguing with or disrespecting customer support.
• Failing to respond or provide requested information within the established timeframe.
• Attempting to manipulate or control the outcome of the dispute.
• Making false claims of any kind.
• Obstructing the dispute resolution process in any way.

5. Requesting a Review

If you were a party to a dispute and believe the outcome was not resolved in accordance with our Terms of Service, you may request a formal review within 120 days of the resolution date.

1. Contact customer support
   Email [email protected] with subject line: 'Dispute review request — [Contract ID]'.
2. State your grounds
   Explain clearly which part of the Terms of Service you believe was not followed and provide any additional evidence.
3. Await confirmation
   Support will acknowledge your request and inform you of next steps. Customer support has the final word on all dispute outcomes.

6. Contact

Note: The full Dispute Resolution Rules published at accounts.hodlhodl.com/terms-of-service#dispute-rules prevail over the Terms of Service in the event of any conflict.