Last modified: 8 October, 2019

Page  of

Holdex Terms of Service

Published version

  1. PRINCIPLES


Provision of the Services.        3

Technical Support Services (the “TSS”) and Communication between parties.        5

Deprecation of Services;        5

Customer’s End-users Due Diligence.        5

Other Customer Obligations.        6

Suspension and Removals.        7

Customer’s Data.        7

Commercial Terms and Billing.        8

Intellectual Property Rights and Customer Feedback.        9

Confidential Information.        11

Publicity.        11

Representations and Warranties.        12

Disclaimer.        12

Limitation of Liability.        12

Dispute Resolution.        13

Force Majeure.        13

Service Deployment Schedule        15

Service Delivery Schedule.        16


GENERAL TERMS

Please read the following terms and conditions in full and very carefully prior to registering on holdex. Your agreement to these terms creates a legal binding and enforceable contract between you and Holdex Limited. If you register on Holdex and choose to use any of the Holdex products and services you are affirmatively stating and agreeing that you are in agreement with these terms and conditions and fully accept the covenants, representations, warranties, and terms contained herein. If you do not agree to these terms and conditions, you should not click ’I agree’ or ’submit’, whichever is applicable, and should immediately make no further use of the software product  or services (”Platform”).

Holdex intends to provide and the Customer intends to use Holdex software products and associated services to distribute blockchain tokens (“Token Distribution”) and acquire token users (“User Acquisition”), collectively further referred to as the “Services” or the “Holdex Services”.
        
These Terms describe the Customer’s rights and responsibilities as a customer of Holdex, set out the terms on which the Services shall be provided to the Customer and govern the Customer's access to and use of the Services.
        Holdex does not
undertake to give any legal advice and will therefore not accept any responsibility for the consequences of any omissions or inaccuracies in this document.

  1. Provision of the Services.

  1. Services Use. Subject to these Terms during the period where the Customer will use the Services (the “Subscription Term”) the Customer may: (a) use the Services, and (b) use any software provided by Holdex as part of the Services. The Customer should not sublicense or transfer these rights except per explicit agreement with Holdex.
  2. Services and Customer Support provision via Reseller. Should the Customer purchase the Services via one of Holdex’ authorised resellers (“Reseller”), it should be duly noted that the Services and related Customer Support may vary in the way they are delivered.
  1. License Activation. The Customer, in collaboration with the Reseller, shall have one (1) month to complete the License Activation (defined as the delivery to Holdex of Customer’s due diligence-related information and requirements necessary for Services delivery), after which Holdex shall endeavor to deliver login information for the Services as per the schedule defined in this Agreement.
  1. Account. The Customer must have an Account to use the Services, and is responsible for the information provided to create an Account, the security of his passwords for his Account, and for any use of it. If the Customer becomes aware of any unauthorized use of his password or his Account, the Customer must notify Holdex as promptly as possible.
  2. Domain Name Ownership. Where the Customer is required to specify a domain for the operation of Holdex Services, Holdex may verify that the Customer owns or controls that domain. If the Customer does not own or control the specified domain, then Holdex will have no obligation to provide the Customer with Holdex Services.
  3. Project Information. The Customer agrees to provide Holdex with all necessary information about the Project (“Project Information”) which are required for Holdex to deliver the Services. If the Customer does not provide Holdex with timely access to the Project Information, Holdex performance related to the provision of Holdex Services will be excused until the Customer does so. Holdex will use the Project Information solely for purposes of performing Holdex Services. The Customer represents and warrants that he has all the necessary rights in the Project Information to provide them to Holdex for such purposes. To avoid any doubts, “Project” may include but not be limited to a grouping of the Customer’s custom DNS, Smart-contract (where applicable), Customer Interface, End-users’ Interface, and via which the Customer may use the Services. Holdex Services are provided on a per Project basis.
  4. Customer Interface. As part of receiving Holdex Services, the Customer will have access to the Customer Interface, through which the Customer will be able to administer the Services, including, but not limited to, End-user verification, whitelisting, bonus program management, etc.
  1. Customer’ staff Consent. The Customer will provide all required disclosures to and will obtain and maintain all required consents from his staff to allow them to have the access described in these Terms. Customer will provide evidence of such consents upon our reasonable request.
  1. End-users. The Customer will use the Services to invite users (“End-users”) to register on the Platform. The relationship between Holdex and the Customer’s End-users related to handling and processing their data shall be governed by a separate agreement between Holdex and the End-user.
  2. End-users’ Interface. As part of the Services, Holdex will provide, administer and support the End-users’ Interface through which the Customer’s End-users will have access to the account registration, Customer information, and other relevant functions.
  1. Referral Link. The End-users’ Interface will make available for End-users an individually generated referral link. This link will allow them to earn tokens as a bonus by inviting other End-users via that link. The referral bonus percentage is 5%.
  1. Responsibility for Admin and Staff Users, and End-users. The Services have various user onboarding flows. Some require users to be designated by the Customer; some allow users to sign up for individual accounts; and some may allow users to invite other users. The Customer is responsible for understanding the settings and controls for the Services and for controlling whom the Customer allows to become an End-user. The Customer is responsible for compliance with these Terms by all users.
  2. Changes to the Services. The Customer acknowledges that the Services are an online product, that may be subscription-based, and that in order to provide improved customer experience Holdex may make changes to the Services. Holdex commits to notify the Customer about any major change in the Services 14 days prior to the roll-out of such changes. Any none-breaking improvement will be rolled out without prior notification. Subject to Holdex obligation to provide the Services and Additional Services under existing Orders, Holdex can discontinue any Holdex Services or any so-related portion or feature, or any Additional Services for any reason at any time without liability to you.
  3. Additional Services. Subject to these Terms, the Customer may purchase Additional Services that Holdex will provide to the Customer pursuant to the applicable Order. Additional Services may be subject to additional policies and terms as specified by us, including TSS.
  4. Holdex Deliverables. Holdex will retain all rights, title and interest in and to any materials, deliverables, modifications, derivative works or developments that Holdex provides in connection with any Additional Services (“Deliverables”) and do not include the Services. The Customer may use any of Holdex’ Deliverables provided to him only in connection with Holdex Services, subject to the same usage rights and restrictions as for the Holdex Services.
  1. Technical Support Services (the “TSS”) and Communication between parties.

  1. By Customer. The Customer will use its Holdex Institutional Account email as primary point of contact and will communicate to Holdex via Holdex’ primary point of contact as defined in the Service Level Agreement (the “SLA”) section for request support and communicate with Holdex. The Customer will be solely responsible for technical support of its DNS.
  2. By Holdex. Subject to payment of applicable support Fees, Holdex will provide TSS for Holdex Services in accordance with the SLA (to the extent applicable), the applicable Order and for the period of the Term.
  1. Deprecation of Services;

Deprecation Policy. Holdex will announce if it intends to discontinue the Services but will use commercially reasonable efforts to continue to operate those Services’ versions and features without these changes for at least one months after that announcement, unless (as Holdex determines in its reasonable good faith judgment) (i) required by law or third party relationship (including if there is a change in applicable law or relationship), or (ii) doing so could create a security risk or substantial economic or material technical burden.

  1. Customer’s End-users Due Diligence.

Holdex will, upon the Customer’s request, provide the services aimed at assisting the Customer in performing due diligence procedures required by anti-money laundering and countering the financing of terrorism regulation applicable to the Customer. The Customer may request from Holdex (i) checking the potential End-user of the Customer against “blacklists” held by international anti-money laundering and countering the financing of terrorism authorities (AML screening); (ii) checking the potential End-user of the Customer against sanction lists (Sanction screening).
        Upon receiving the
Customer’s request, Holdex shall perform the requested procedure.
        The result of this service shall be provided to the
Customer in the Customer Interface. Holdex shall not transfer to the Customer any documents or information on the potential End-user of the Customer unless such End-user directly confirms to Holdex his (her) consent and intention to transfer to the Customer the documents and / or information related to him or her. In such case the Customer shall keep the documents and / or information transferred to it in strict confidence and shall not transfer the received documents and / or information to any third parties or use them for purposes other than due diligence without an explicit written authorization of the person to whom such documents and / or information relate to. The Customer also may contact the potential End-user with a request for the documents and / or the information directly.
        
While performing the Services, Holdex shall use reliable independent sources of information and tools for verifying the information.
        It shall be the
Customer’s responsibility to determine whether the Services requested from Holdex are sufficient for the purpose of ensuring the Customer’s compliance with applicable anti-money laundering and countering the financing of terrorism regulation. Holdex shall not provide to the Customer any warranties or consultations in regard as whether the requested Services suffice for the purpose of ensuring the Customer’s compliance with applicable anti-money laundering and countering the financing of terrorism regulation.

  1. Other Customer Obligations.

  1. Overall Customer Compliance. The Customer is solely responsible for the Project, Smart Contracts (where applicable) and Customer Data and for making sure his Project, and Customer Data comply with the Acceptable Use Policy (the “AUP”). Holdex reserves the right to review Project, and Customer Data for compliance with the AUP if reasonable doubts arise about Customer’s Project and Data. The Customer is responsible for ensuring all Customer’s End-users comply with the Customer’s obligations under the AUP and the restrictions in Section “Acceptable Use Policy” below.
  1. Acceptable Use Policy. The Customer agrees not to and not to allow third parties to use the Services:
  1. to violate, or encourage the violation of, the legal rights of others;
  2. to engage in, promote or encourage illegal activity;
  3. for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
  4. to disable, interfere with or circumvent any aspect of the Services;
  5. to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“spam”). 
  1. Privacy. The Customer acknowledges and agrees that Holdex collects certain data and information about the Customer and his End-users in connection with the use of Holdex Services and otherwise in connection with these Terms. Such data and information collection is carried out in accordance with Holdex Privacy Policy located on Holdex website.
  1. Restrictions. Except as otherwise expressly permitted in these Terms, the Customer will not: (a) reproduce, modify, adapt or create derivative works of the Services; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Services to a third party; (c) use the Services for the benefit of any third party; (d) incorporate the Services into a product or service the Customer provides to a third party; (e) interfere with or otherwise circumvent mechanisms in the Services intended to limit the Customer’s use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Holdex Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Holdex Services; (h) use Holdex Services for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of Holdex Services; or (j) encourage or assist any third party to do any of the foregoing.
  1. Third Party Components. Third party components (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third party license expressly supersedes these Terms, that third party license governs Customer’s use of that third party component.
  1. Suspension and Removals.

  1. Suspension/Removals. If the Customer becomes aware that any Project or Customer’s End-users violates the AUP, the Customer will immediately suspend the Project and/or remove the relevant End-user. If the Customer fails to suspend or remove as noted in the prior sentence, Holdex may specifically request the Customer to do so. If the Customer fails to comply with Holdex request to do so within twenty-four hours, then Holdex may disable the Project, and/or disable the Account (as may be applicable) until such violation is corrected.
  2. Emergency Security Issues. If there is an Emergency Security Issue, then Holdex may automatically suspend the offending Project, and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If Holdex suspends a Project, or the Account, for any reason, without prior notice to the Customer, Holdex will provide the Customer with the reason for the suspension as soon as is reasonably possible.
            Emergency Security Issue means either: (a)
    the Customer's or End-users use of the Services is in violation of the AUP, which could disrupt: (i) the Services; (ii) other Customers’ or their End-users’ use of the Services; or (iii) the Holdex network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
  1. Customer’s Data.

  1. Customer’s Data and service provision. The Customer retains all right, title and interest in and to his data in the form submitted to Holdex. Subject to these Terms, and solely to the extent necessary to provide Holdex Services to the Customer, the Customer grants Holdex a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display the Customer’s data. Solely to the extent that reformatting the Customer’s data for display in Holdex Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works.
  1. Customer Data Compliance Obligations. The Customer and his use of the Services (including use by the Customer’s End-users) must comply at all times with these Terms, AUP and all laws. The Customer represents and warrants that: (i) he has obtained all necessary rights, releases and permissions to submit all his data to Holdex and to grant the rights granted to Holdex in these Terms and (ii) the Customer’s data and its submission and use as authorized by the Customer in these Terms will not violate (1) any laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of the Customer’s or third-party policies or terms governing the Customer’s data. Other than our express obligations under our Privacy Policy, Holdex assumes no responsibility or liability for the Customer’s data, and the Customer is solely responsible for his data and the consequences of submitting and using it with the Services.
  1. Customer’s Indemnity. The Customer will defend, indemnify and hold harmless Holdex (and our Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) any claims or disputes brought by the Customer’s End-users arising out of their use of the Services, (ii) your breach (or alleged breach) of Sections Customer Data Compliance Obligations; or (iii) the Project Information. This indemnification obligation is subject to the Customer receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim and (c) all reasonable necessary cooperation by us at the Customer’s expense.
  1. Commercial Terms and Billing.

  1. Monthly Plan. Except for Smart Contract development and custom features development, the Services are offered either on a pay-as-you-go or a monthly subscription basis. The Customer will receive monthly invoices at its primary point of contact unless otherwise noted. Even though Holdex uses third party providers to deliver the Services to the Customer, the Customer will only be billed by Holdex for the Services and will not receive additional invoices from any of the third party providers involved in the delivery of the Services.
  2. Renewals. Except as otherwise specified in the Customer’s Order, unless either party cancels the subscription prior to expiration of the current Subscription Term, the Customer’s subscription will automatically renew for another Subscription Term of a period equal to the initial Subscription Term. The Customer will provide any notice of non-renewal through the means designated in these Terms, which may include contacting Holdex support team. Cancelling the subscription means that the Customer will not be charged for the next billing cycle, but the Customer will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Holdex Services continuing to be offered and will be charged at the then-current rates.
  1. Payment. The Customer will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If an amount from a previous invoice is overdue, Holdex may stop providing the Customer with the Services. If the Customer requests Service restart, Holdex may charge a Service restart fee of 140 USD for each Service restarted to cover redeployment costs. Subscription fees will continue accumulating during the period of disconnection until the Services are terminated in accordance with these Terms by either the Customer or Holdex. Once Services are stopped, it may take more than 1 business day after the overdue amounts and restart fees have been paid for Holdex to restart the Services.
  2. Delivery. Holdex will deliver the login instructions for the Services to the Customer’s primary point of contact no later than when the payment of the applicable fees are received. All deliveries under these Terms will be electronic.
  3. Invoice Disputes & Refunds. Any invoice dispute must be submitted in the 3 working days following the invoice issuance. If the parties determine billing inaccuracies, a new invoice will be issued by Holdex with the same Payment Due Date. If the invoice is disputed following payment and Holdex and the Customer agree on the discrepancies, a credit note will be issued by Holdex towards the Customer’s future payments.
    Payments referred to herein shall not be refundable under any circumstances, including but not limited to the termination of these Terms for whatever reason.
  4. Late Payments; Suspension. Late payments may bear interest at the rate of 2% per month (or the highest rate permitted by applicable law, if less) from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Holdex in collecting such delinquent amounts. If the Customer is late on payment for the Services, Holdex may suspend the Services or terminate these Terms for breach.
  5. Purchase through Reseller. If the Customer makes any purchases through an authorized partner or reseller of Holdex (“Reseller”):
  1. Instead of paying Holdex, the Customer will pay the applicable amounts to the Reseller, as agreed between the Customer and the Reseller. Holdex may suspend or terminate your rights to use Holdex Services if Holdex does not receive the corresponding payment from the Reseller.
  2. The Customer’s order details will be as stated in the Order placed with Holdex by the Reseller on the Customer’s behalf, and the Reseller is responsible for the accuracy of any such Order as communicated to Holdex.
  3. If the Customer is entitled to a refund under these Terms, then unless Holdex otherwise specifies, Holdex will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to the Customer.
  4. Resellers are not authorized to modify these Terms or make any promises or commitments on Holdex’ behalf, and Holdex is not bound by any obligations to the Customer other than as set forth in these Terms.
  1. Intellectual Property Rights and Customer Feedback.

  1. Intellectual Property Rights. Holdex retains all rights, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and these Terms do not grant the Customer any intellectual property rights in the Service or any of its components. Except as expressly set forth in these Terms, these Terms do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.
  2. Feedback. From time to time, the Customer may choose to submit Feedback to Holdex. Holdex may in connection with any of their products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered the Customer’s Confidential Information, and nothing in these Terms limits Holdex’ right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
  1. Term and Termination.
  1. Term. The “Term” of these Terms will begin on the Acceptance Date and continue until the date of expiration, if applicable, or termination as set forth below.
  1. Termination for Breach. Either party may terminate these Terms for breach if: (i) the other party is in material breach of these Terms and fails to cure that breach within ten (10) days after receipt of written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). 
  2. Termination for Convenience. The Customer may choose to stop using Holdex Services and terminate these Terms (including all Orders) at any time for any reason upon written notice to Holdex, but upon any such termination (i) the Customer will not be entitled to a refund of any pre-paid fees and (ii) if the Customer has not already paid all applicable fees any such fees that are outstanding will become immediately due and payable.
  3. Termination for Due Diligence. It should be duly noted that Holdex requires certain information for due diligence purposes as part of the process of engaging with the Customer. The type of information required may vary depending on what is already available publicly as well as the changing requirements from the regulators, and will be communicated to the Customer when appropriate. As the timeline on the Customer’ side for obtaining such information can vary since it may depend on third-parties (e.g. delivery of legal opinion may be affected by delays of the issuing firm), Holdex is flexible as for when the required information are delivered.
            However, should the Customer either fail to deliver the information requested or should the information delivered not pass Holdex due diligence, Holdex will reserve itself the right to discontinue the Services without any notice.
  4. Effect of Termination. Upon any expiration or termination of these Terms, the Customer must cease using all Holdex Services and delete (or at Holdex request, return) all Confidential Information or other materials of Holdex’ in the Customer’s possession, including on any third-party systems operated on the Customer’s behalf. The Customer will certify such deletion upon Holdex request. The Customer will not have access to his Data (and Holdex may delete all of the Customer’s Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so the Customer should make sure to export his Data. If the Customer terminates these Terms in accordance with Section “Termination for Breach, Holdex will refund the Customer any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If Holdex terminates these Terms in accordance with Section “Termination for Breach”, the Customer will pay any unpaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. In no event will termination relieve the Customer of his obligation to pay any fees payable to Holdex for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
  5. Survival. The following provisions will survive any termination or expiration of these Terms: sections “Restrictions, Third-Party Components, Customer’s Indemnity, Payment, Intellectual Property Rights and Customer Feedback, “Term and Termination, “Confidential Information”, “Representations and Warranties, Limitations of Liability “Dispute Resolution.
  1. Confidential Information.

  1. Obligations. The recipient will not disclose the Confidential Information, except to employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise the rights and fulfill obligations under these Terms while using reasonable care to keep it confidential.
  2. Required Disclosure. Notwithstanding any provision to the contrary in these Terms, the recipient may also disclose Confidential Information to the extent required by applicable legal process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure.
  1. Publicity.

The Customer is not permitted to state publicly that it is a Customer of the Services unless previously approved by Holdex. If the Customer has obtained approval and wants to display Holdex brand features in connection with its use of the Services, the Customer must obtain the digital brand assets from Holdex. Holdex may include the Customer’s name or brand features in a list of Holdex Customers, online or in promotional materials. Holdex may also verbally reference the Customers as a Customer of the Services.
        A party may explicitly revoke the other party’s right to use its name and brand features under this Section with written notice to the other party and a reasonable period to stop the use.

  1. Representations and Warranties.

  1. Mutual Warranties. Each party represents and warrants that:
  1. it has full power and authority to enter these Terms; and
  2. it will comply with all laws and regulations applicable to its provision, or use of the Services, as applicable.
  1. Customer Warranties. Customer represents and warrants that:
  1. the Customer grants Holdex, its affiliates and partners, the rights in utilising the Customer’s logo, trademark or other service marks (“Customer Marks”) in connection with the provision of the Services;
  2. all information and authorizations provided by Customer are complete, correct and current;
  3. any promotional offer extended to Holdex, the End-users, Holdex’s partners and their end-users is true and guaranteed to be delivered exactly as per the description provided by the Customer.

Any breach of this clause will entitle Holdex to terminate this Agreement immediately without notice and refund of any amount paid by the Customer for the Services.

  1. Holdex Warranties. Holdex represents and warrants, for your benefit only, that Holdex uses commercially reasonable efforts to prevent the introduction of viruses, Trojan horses or similar harmful materials into the Holdex Services (but is not responsible for harmful materials submitted by the Customer, his staff, and his End-users).
  1. Disclaimer.

Except as expressly provided in this Section, all Holdex Services, open-source software, support and additional services are provided “as is” and Holdex and our suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. Without limiting our express obligations in these terms, Holdex does not warrant that the customer’s use of Holdex services will be uninterrupted or error-free, that Holdex will review the customer’s data for accuracy or that Holdex will preserve or maintain the customer’s data without loss. The customer understands that use of Holdex services necessarily involves transmission of the customer’s data over networks that Holdex does not own, operate or control, and Holdex is not responsible for any of the customer’s data lost, altered, intercepted or stored across such networks. Holdex cannot guarantee that our security procedures will be error-free, that transmissions of the customer’s data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. The Customer is solely responsible for securing and backing up its End-user data. Holdex will not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications or other systems outside our reasonable control. The customer may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

  1. Limitation of Liability.

  1. Consequential Damages Waiver. Except for excluded claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to these Terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
  2. Liability Cap. Except for excluded claims, each party’s and its suppliers’ aggregate liability to the other arising out of or related to these terms will not exceed the amount actually paid or payable by the Customer to Holdex under these terms in the one (1) month immediately preceding the claim.
  3. Excluded Claims. “Excluded Claims” means (1) amounts owed by the Customer under any Orders, (2) either party’s express indemnification obligations in these Terms, and (3) the Customer’s breach of Section Restrictions.
  4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section “Intellectual Property Rights and Customer Feedback apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
  1. Dispute Resolution.

  1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach a settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section “Governing Law”. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
  1. Governing law. These Terms and all matters arising thereunder will be construed and enforced in accordance with the substantive laws of Hong Kong, including arbitration. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
  2. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section “Informal Resolution and “Governing Law”, nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
  1. Force Majeure.

Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.


PRODUCT SPECIFIC TERMS - TOKEN DISTRIBUTION

The following terms and conditions apply in respect of the use of the Token Distribution Service, and form part of the Agreement.

  1. Introduction. Subject to the Customer’s compliance with these Terms, Holdex provides the Customer with the ability to distribute tokens via a cloud-based application deployed exclusively for the Customer and powered by Holdex own token distribution smart contract (“Smart Contract”).
  2. Service Deployment; Smart-contract. To use the Services, the Customer may need to have Smart-contract set up and Holdex Services deployed, including modifications of the Customer’s own domain name servers (DNS). Holdex will start deployment of the Services to the Customer’s domain name following these Terms execution and Service Deployment fee payment. The Customer may need to introduce certain changes in the Project DNS to deploy the End-Users’ Interface. Holdex and the Customer will agree and follow the Deployment Schedule of these Terms.
  1. Smart Contract deployment costs. Deploying Smart-contracts on the main Ethereum network requires payment of blockchain transaction fees (commonly known as Gas in Ethereum network). Holdex will only bear the Gas cost for Smart-contracts deployment once. Prior to the deployment of the smart contract the Customer is required to deposit a minimum of 200 USD on his account in the Platform that will be used to send notifications to our community as well as KYC if necessary. Should the Customer wish to make any corrections later on that will cause the redeployment of the Smart-contracts, Holdex will deduct any re-deployment cost from the deposit mentioned in this Section. Should the Customer not require re-deployment and not use all the purchased credits, the Customer will be refunded with the remaining amount minus any bank fee connected with the transfer.
  2. Public-key and Private-key. The Customer must have a Public-key and a Private-key to use such Services. Upon Service Deployment, the Customer must provide the Public-key of Smart-contract address on the blockchain to Holdex for transactions’ processing.
            The Customer must have access (Private-key) to the deployed Smart-contract, so that the Customer can sign instructions onto the blockchain (transactions) and access the Smart-contract functionality.
            The Customer is responsible for the security of his Private-key, and for any use of his Smart-contract. If the Customer becomes aware of any unauthorized use of his Private-key, the Customer shall immediately notify Holdex, and Holdex, together with the Customer, will make the decision to close or to keep the access to the Platform for the
    End-users.
  3. Gas fees. Gas fees are not charged by Holdex and are the Customer’s responsibility to settle directly with the blockchain network.
  4. Smart-contracts source code. Upon delivery of Smart-contracts Holdex reserve the right to publish or not to publish the source code of these Smart-contracts in public repository under MIT or other relevant licence.
  5. Service Deployment Schedule

Service

Deployment start

Delivery date

Smart-contract deployment (test-network)

2 business days after Smart-contract payment installment receipt by Holdex

1-10 business days depending on the complexity of Smart-contract requirements

Smart-contract Customer testing

Next business day after the delivery date of Smart-contract development service

3-5 business days depending on the complexity of Smart-contract requirements and Customer availability

Smart-contract production deployment (production network)

Next business day after the delivery date of Smart-contract Customer testing service

1 business days depending on Customer availability

Platform deployment

2 business days after Platform deployment payment installment receipt by Holdex and Smart-contract deployment delivery

1-2 business days

  1. Disclaimer. Smart Contract. The Token Distribution smart contract is provided “as is” and it will be delivered thoroughly tested but not audited or reviewed. Holdex expressly disclaims any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. Without limiting our express obligations in these terms, Holdex does not warrant that the Token Distribution smart contract will be error-free and the Customer is solely responsible for choosing to use this Token Distribution smart contract in its state that the time is is published on the relevant public repository. Holdex furthermore disclaims any responsibility related to maintaining the repository where the Token Distribution smart contract code is published. The Customer is therefore solely responsible for keeping a copy of the Token Distribution smart contract.

PRODUCT SPECIFIC TERMS: USER ACQUISITION

The following terms and conditions apply in respect of the use of the User Acquisition Service by Customers and third party affiliates (“Channel Partners”) of such Service, and form part of the Agreement.

  1. Introduction. Subject to the Customer’s acceptance and compliance with these Terms, Holdex provides the Customer with the ability to acquire End-users by creating and delivering user acquisition campaigns (“Campaigns”) for distribution (i) that are accessible through any content or property provided by Holdex or its affiliates on behalf of Holdex or, as applicable, a Channel Partner (collectively, “Holdex Network”) and account(s) given to the Customer in connection with these Terms, or (ii) that incorporate by reference (to) these Terms. By registering on Holdex to run Campaigns, the Customer, its agents, representatives, employees and any other person acting on its behalf with respect to the use of the Holdex Network, shall be bound by, and agrees to be bound by these Terms. Please read these Terms carefully.

  1. Campaigns. The Customer authorizes Holdex and its affiliates to place Customer’s advertising materials, feed data, and technology (collectively, “Ads”) on Holdex Network. Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions (e.g., user locations) (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations. Campaigns are run on an advertising platform on which Customer authorizes Holdex and its affiliates to use tools to format Ads. Holdex and its affiliates may also make available to Customer certain optional Program features to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize the use of these optional features and, as applicable, may opt-in to or opt-out of usage of these features. However, if Customer uses these features, then Customer will be solely responsible for the Targets, Ads, and Destinations. Holdex and its affiliates or Channel Partners may reject or remove a specific Target, Ad, or Destination at any time for any or no reason. Holdex and its affiliates may modify or cancel Campaigns at any time. Customer acknowledges that Holdex or its affiliates may participate in Campaign auctions in support of its own Services. Some Campaign features are identified as “Beta” or as otherwise unsupported or confidential (collectively, “Beta Features”). The Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

  1. Service Delivery Schedule.

Service

Delivery date

Holdex User Acquisition Platform

1 business days

Campaigns

Airdrop

Regular

<3 business days

Premium

<3 business weeks

Giveaway

<3 business days

Bounty 

<2 business weeks

  1. Channel Partners. Channel Partners are users of Holdex that wish to become third party affiliates and earn a referral commission (“Commission”) based on revenue generated from Ads they share with their user base. If you wish to become a Channel Partner of Holdex, please read and follow the Channel Partner terms.
  2. Non-Circumvent.
  1. Customers. Customer recognizes that Holdex has proprietary relationships with Channel Partners. Customer agrees not to knowingly circumvent Holdex' relationship with such Channel Partners, or otherwise obtain, directly or indirectly, services similar to those performed by Holdex or such Channel Partners hereunder, from any Channel Partner that is known, or should reasonably be known, by Channel Partner to have such a relationship with Holdex. Customer shall not solicit Channel Partners of Holdex, nor shall Customer use or attempt to use reverse engineering or tracing of Channel Partner traffic as a means to solicit and/or identify Holdex‘ Channel Partners. Failure to comply with this section may, at our discretion and without limiting or excluding other remedies that may be available to Holdex (all such other remedies being expressly reserved), result in immediate termination of the Agreement.