YOUHODLER GENERAL TERMS AND CONDITIONS OF USE

These General Terms of Use (hereinafter, “General Terms of Use” or “General Terms” or “Terms and Conditions”) define the general rules for the use of the services offered by YouHodler, S.A., through the Platform, applicable to the contractual relationship between:

1. The User   (of   , hereinafter referred to as   , hereinafter referred to as   “User”   or   “Customer”);   and

2. YouHodler Italy, S.r.l., a company duly incorporated under Italian law, with its registered office at Via del Lauro 9, Milan, Italy, registered with the Milan, Monza, Brianza, and Lodi Chamber of Commerce under number 12481390966, tax code and VAT number 12481390966, and registered as a Virtual Asset Service Provider (“VASP”) with the Agents and Brokers Authority (“OAM”), special section of the currency exchange register, under number PSV 58 (hereinafter referred to as “YouHodler,” “Company,” or “YHIT”)

The Customer and the Company shall be referred to collectively as the “Parties” and, individually, as the “Party”.
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Please read these General Terms and Conditions of Use carefully and in their entirety. The Customer may not use Cryptoassets if there are applicable legal restrictions in their country of residence. The Customer may be subject to restrictions imposed by their jurisdiction of residence that prevent them from participating in any Cryptoasset-related services provided by the Company under these Terms and Conditions.

The Customer assumes full responsibility upon acceptance of these Terms and Conditions and will be held liable if they provide the Company with misleading information regarding the applicable legal framework in their country of residence. The Company assumes no liability in the event of illegal transactions with the Customer.

1. DEFINITIONS

For the purposes of these Terms and Conditions, and unless otherwise expressly stated, capitalized terms used in this document have the specific meaning assigned to them or, in the absence of such an assignment, the meaning set forth below. Terms in the singular include the plural and vice versa.

2FA
refers to a security feature that requires the customer to verify their identity using two different methods before accessing their account or authorizing a transaction. Typically, this involves entering a password and then confirming a code sent via SMS, email, or an authentication app (such as Google Authenticator).

Application
Refers to the mobile app, available on Android and Apple iOS, through which you can access the Platform.

Business Relationship
refers to a commercial, professional, or business relationship related to the Company’s professional activities and which, at the time the Contract was entered into, was expected to have a fixed term. The commercial relationship primarily concerns (1) the Customer and, in the absence of the Customer, the person acting on the Customer’s behalf by law or contract; (2) where applicable, the Customer’s beneficial owner(s).

Conversion Service
refers to the service offered by the Company consisting of executing transactions for the sale and purchase of crypto-assets using fiat currency and for the conversion of crypto-assets into other crypto-assets, in accordance with one of the following models defined by MiCA:

“Exchange of crypto-assets for funds using own capital” (Article 3.1.(19) MiCA);

“Execution of orders relating to crypto-assets on behalf of the Client” (Article 3.1.(21) MiCA).

Conversion Transaction
means any transaction carried out through the Platform whereby one type of cryptoasset or fiat currency is exchanged for another cryptoasset, based on the prevailing rates available at the time of execution.

Custody Account
refers to a digital storage solution consisting of a digital address on the blockchain (wallet)—whether “hot” or “cold” storage—provided by the Company to the Customer for the safekeeping and protection of the Customer’s cryptoassets, under which the Company holds and protects the assets on behalf of the Customer in accordance with MiCA. The Cryptoassets remain the property of the Client and are segregated from the Company’s holdings, as well as from those of other Clients.

Cryptoassets

refers to the cryptoassets supported and made available on the Platform for use in connection with the Custody Service offered by the Company. The Company supports only cryptocurrencies that fall under the definition of tokens other than asset-backed tokens (ART) and electronic money tokens (EMT) as defined by MiCA, as well as EMTs whose issuer has been duly authorized as an electronic money institution (EMI) in accordance with Article 48 of MiCA and which operate pursuant to Directive 2009/110/EC, as transposed into national law by the relevant Member State;

Funds or fiat currency

refers to a country’s official currency issued by a central bank or another monetary authority.
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Force majeure

refers to those events that are unforeseeable or that, even if foreseeable, would have been impossible to avoid, as well as those beyond the Company’s control and that could objectively delay the fulfillment of the obligations set forth in these General Terms of Use, including, but not limited to, natural phenomena, government measures, new regulations, acts of terrorism, demonstrations, fires, shortages, explosions, floods, epidemics, pandemics, quarantines, factory shutdowns, travel restrictions, satellite or telecommunications issues, Internet outages, strikes or other labor disputes (whether or not involving the Company’s employees), accidents, factory breakdowns, carrier delays or disruptions, inability or delay in obtaining adequate and necessary supplies or equipment, embargoes, seizures, or other measures taken by or under the order of a purportedly competent authority.

Intellectual Property

refers to copyrights, patents, designs, know-how, or any other intellectual or industrial property rights, past, present, and future, including, but not limited to, patents, trademarks, designs, database rights, know-how, trade secrets, Confidential Information, trade and business names, and any other similar rights protected in any country, whether registered or unregistered, as well as applications for any such rights.

Liquidity Provider

refers to the main trading venues connected to or otherwise integrated into the Platform via API, where cryptocurrency prices are determined and orders can be executed, depending on the conversion model applied by the Company.

MiCA:

Refers to Regulation (EU) 2023/1114 of the European Parliament and of the Council of May 31, 2023, on markets in crypto-assets and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937.

Platform

refers to the platform available at: https://app.y ouhodler.com/sign-in, accessible via the website https://www.y ouhodler.eu/ or via the mobile app available on the App Store or Google Play, through which the Company provides the Services.

Services

refers to the products and services offered by the Company through the Platform, listed in Section 4.1 below.

Slippage

refers to the difference between the exchange rate shown to the Customer at the time a conversion transaction is initiated and the rate at which the conversion is actually executed. This may occur due to price fluctuations in market conditions during the period between the Customer’s confirmation and the actual settlement of the conversion.

Wallet

refers to a digital wallet or blockchain address on the blockchain, created and controlled by the Company to receive, store, manage, and send the Client’s Cryptocurrencies.

Website

refers to the official online platform operated and maintained by the Company, currently accessible at http://   u/, through which Customers can access information, manage their accounts, and use the Company’s services.

2. GENERAL TERMS AND CONDITIONS

1. These General Terms of Use must be read carefully by each Customer and potential Customer before entering into a Business Relationship and must be reviewed together with the Terms and Conditions specific to each individual Service (“Specific Agreements”) or the individual Contracts entered into with the Company for each specific product offered by the Company through the Platform, which supplement these General Terms of Use (hereinafter collectively referred to as the “YouHodler Terms”). These Terms and Conditions must also be supplemented by the Privacy Policy, the Cookie Policy, and the Legal Notice, available on the Company’s Website.
2. Each Customer is required to understand, irrevocably accept, and comply with these Terms and Conditions upon accessing and using the Platform. If you do not accept or understand these General Terms and Conditions, you must refrain from accepting them and, consequently, from being bound by them, as well as from accessing, using, and benefiting from, where applicable, the Platform and any Services offered by YouHodler.
3. These General Terms and Conditions of Use constitute a valid and binding contract between the User and the Company from the moment the User gives their consent by clicking the corresponding checkbox “I have read and understood the contents of this document.” By agreeing to these Terms and Conditions, the Customer confirms that they have read and correctly understood the General Terms and Conditions and agrees to comply with and fulfill all the clauses and articles comprising these Terms and Conditions of Use, as well as to comply with all legal provisions applicable to the use of the Services on or through the Platform.
4. These General Terms of Use and, where applicable, the Specific Agreements shall govern the specific terms and conditions applicable to each of the Services, taking into account the particular characteristics of each, and must be accepted before using any YouHodler Service. Once expressly accepted, they shall form an integral part of the General Terms of Use and shall therefore constitute a valid and binding contract between the User and the Company.
5. These General Terms of Use and the Specific Agreements will address more specific issues and details relating to the Service in question, such as, but not limited to, its legal framework, features, risks, exclusions, the price of the Service, applicable interest rates, or fees charged by the Company, which will be presented to the Customer prior to the Customer’s consent to the execution of the transaction and, consequently, to the provision of the Service.
6. Depending on the Service, for each transaction carried out, it may be necessary to generate a transaction record containing the specific details of the transaction, which will be recorded in the Customer’s transaction history. This history will be retained by the Company for a period not exceeding ten (10) years, in accordance with its obligations regarding the prevention of money laundering and terrorist financing.
7. The Customer is expressly informed that, if desired, they may request an electronic copy of these Terms and Conditions by emailing support@youhodler.com. Please also note that the Company will archive and retain an electronic document confirming acceptance of these terms. If you have any questions regarding the General Terms of Use, we recommend contacting the Company at e-mailsupport@youhodler.com. If Customers do not accept or do not understand the General Terms of Use or any of the Specific Agreements, they must refrain from accepting and, consequently, from being bound by YouHodler’s Terms, as well as from accessing and using, where applicable, YouHodler’s Services.
8. The Company reserves the right to modify these Terms and Conditions at any time. However, the Company will notify the User of such changes at least fifteen (15) calendar days in advance, via the email address provided by the User to the Company during the registration process on the Platform. After this period, the changes or amendments introduced will take effect definitively. If the User continues to use the Services, they will be deemed to have accepted the new version of the General Terms and Conditions. The User may access the most recent version of these terms at any time, in the event that they have been modified.
9. The Company may require the User to accept the new version of the General Terms and Conditions. The User’s continued use of the Platform and the Services following any changes or after such changes have been expressly accepted upon logging into the Platform shall be deemed consent to and acceptance of the content of the changes made to the General Terms and Conditions. If you do not accept any changes to these Specific Terms, you must immediately stop using the Platform or the Conversion Services.
10. The invalidity, nullity, or voidability of any provision of these General Terms and Conditions shall not affect or impair the validity of the remaining provisions. Similarly, it is the intention of the Parties to replace any invalid, void, or voidable term or condition with a valid and enforceable term or condition that is as similar as possible to the one declared invalid, void, or voidable, and in accordance with the court ruling and applicable regulations.
11. The Customer acknowledges that the use of the Services may be subject to reporting and/or taxation by local tax authorities, depending on the Customer’s jurisdiction of residence and/or other personal circumstances. The Company does not provide investment, legal, or tax advice. The Customer is responsible for complying with all tax laws and regulations applicable to the activities the Customer may carry out through the Platform. The Company does not provide investment, legal, or tax advice, nor is it responsible for verifying the tax compliance of Clients or for the payment of taxes. If the Client is unaware of their tax obligations, they should seek the advice of a lawyer or tax expert as necessary.

3. USER STATUS

In order to access the Services provided by YouHodler and, consequently, acquire User status, the Customer represents and warrants that they meet all of the conditions listed below:

As a natural person requesting the provision of the Services and agreeing to YouHodler’s Terms and Conditions, you are of legal age under the laws in effect in your country of residence;

You have full legal capacity and are fully authorized to accept YouHodler’s Terms and Conditions, either

personally, in the case of natural persons, or in the name and on behalf of the legal entity on whose behalf the natural person is acting; and, in the latter case, you must have sufficient powers of representation to accept these terms on behalf of the legal entity;

You have not been a U.S. citizen or resident for at least two (2) years, including residents, citizens, or green card holders;

You are not a resident or citizen of China, including Hong Kong and Macau;

You are not listed on any international trade or economic sanctions list, nor on any sanctions or embargo list of the United States, the European Union (“EU”), Switzerland, or the United Nations Security Council;

You have not violated and are not violating any applicable laws in your country of residence, including, but not limited to including, but not limited to, regulations regarding the prevention of money laundering and terrorism financing, or regarding international trade or economic sanctions;

The user has accepted, without exception or reservation, YouHodler’s General Terms of Use by clicking on the option “I have read and accept the General Terms and Conditions of Use”;

You have registered on the Platform and created a User Account;

You have successfully completed YouHodler’s identity verification process, namely the “Know Your Customer” (“KYC”) procedures, as well as all other due diligence (“DD”) measures required and implemented by the Company in order to comply with its obligations regarding anti-money laundering and counter-terrorist financing.

Notwithstanding the fulfillment of the above conditions, the User may access the Platform or use the Services in a limited manner in any of the cases specifically listed in Article 6 of these Terms and Conditions.

Notwithstanding the foregoing, and to the extent permitted by applicable law, YouHodler reserves the right to limit, refuse, prevent, suspend, or terminate the User’s access to the Platform or use of its Services at any time and in its sole discretion, and even to impose other restrictive measures it deems appropriate, particularly when such measures are required by applicable regulations.

In none of the above cases shall the Company be liable for any losses or damages that the User may incur as a result of such decisions.

4. YOUHODLER SERVICES

1. Types of Services Provided by YouHodler

Through the YouHodler Platform, the User may access the various Services offered by YouHodler listed below (collectively referred to as “Services”):

1. Custody Service: The Company provides custody and safekeeping of Clients’ Crypto-assets by managing the cryptographic keys required to access them and executing transactions upon the Client’s instructions. Crypto-assets are held in individual or omnibus wallets, always segregated from the Company’s assets and kept off-balance sheet. This service qualifies as “custody and administration of crypto-assets on behalf of clients” pursuant to Article 3(1)(8) of Regulation (EU) 2023/1114 (MiCA).
2. Conversion Services: Through this service, YouHodler will convert fiat currency into cryptoassets or vice versa, or convert cryptoassets into other cryptoassets, in accordance with the orders placed by the user through their user account.
3. Get Cash: This service allows customers to sell crypto-assets to the Company to obtain immediate liquidity at a discounted price. Customers can regain ownership within a predetermined period by repaying the initial amount plus fees. If the period expires or the value of the asset falls below a predetermined threshold (“Price Decline Threshold”), the right of repurchase is forfeited and the Company retains ownership. The service qualifies as “exchange of crypto-assets for funds using own capital” under MiCA (Art. 3(1)(19)).
4. Universal Money Address (“UMA”): The UMA service enables fast, low-cost peer-to-peer cryptocurrency transfers available 24/7 using the Bitcoin Lightning Network. Transfers are settled in BTC, regardless of the currency chosen by the sender or recipient, through a three-step process: conversion to BTC, Lightning Network transfer, and conversion to the recipient’s asset. UMA operates between CASPs using the UMA protocol and supports MiCA-compliant conversion and transfer services, including Travel Rule obligations.

The Services listed here are described in greater detail in the policies and specific agreements corresponding to each Service.

2. Fiat currency payment method

Once the User Account has been created, in order to use the YouHodler Services available through the Platform, the User must provide a valid Payment Method from among those accepted and permitted by the Company. In principle, the only Payment Methods authorized by the Company are: (i) Bank transfer; (ii) Credit or debit card. Upon transferring Fiat Currency to the User Account, the Customer agrees, without reservation or exception, that the Company may charge the Customer any additional fees related to the designated Payment Method.

Please note that you may only use bank accounts opened and registered in your own name; consequently, only transfers made from your bank account will be accepted, and never from third parties other than yourself. The Company reserves the right to suspend, freeze, or close your User Account if the name on your User Account does not match the name on the bank account.

In order to place a purchase order using a credit or debit card, the User must provide the Company or the Company’s payment service provider with the authorized card details that allow for the identification of the User and the cardholder. In this regard, the User acknowledges that the transfer of Fiat Currency made by card will depend on the completion of such transfer by their bank (or, where applicable, by the duly authorized institution). Once the Company’s payment service provider has confirmed receipt of the card payment, the Company will instruct the transfer of fiat currency to the User’s account. Such transfer will be executed no later than twenty-four (24) hours after receipt of the card payment.

If fiat currency deposits exceed the established limits, in order to ensure the security of the User’s account and funds, as well as to account for any delays resulting from potential technical issues, the deposit processing period may be extended. The Company undertakes, however, to do everything possible to process any deposit falling under the circumstances described in the preceding sentence within a maximum period of seventy-two (72) hours from the time of the request.

For the avoidance of doubt, please note that the Company permits the use of card payments solely for the purpose of placing a purchase order and not for the use of any other YouHodler Service. In the event that Clients have placed multiple purchase orders using card payments (using their authorized card), each such purchase order will be recorded and treated as a separate and independent purchase order; that is, under no circumstances will a purchase order placed using a card payment be linked in any way to a previous or subsequent purchase order, regardless of the time period during which such purchase orders were placed or executed.
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4.3. Cryptoassets and fiat currencies supported by the Platform

The Platform grants access exclusively to a limited, pre-approved list of cryptoassets, each of which falls within one of the categories identified below, provided that they do not qualify as financial instruments under Directive 2014/65/EU (“MiFID II”). Before being listed on the Platform, the Company conducts a thorough individual assessment of each cryptocurrency based, among other things, on regulatory classification, technological soundness, and market integrity.

A complete list of the crypto-assets supported and available on the Platform is provided in Annex I, as amended from time to time. These crypto-assets are strictly limited to two main categories within the definitions provided by MiCA:

Tokens other than asset-related tokens (ARTs) and electronic money tokens (EMTs): This category includes all crypto-assets that do not fall under the definition of ARTs or EMTs, as set forth in Article 3(1)(6) and (7) of MiCA (Article 3(1)(5) of MiCA), and that represent a digital representation of value or rights, transferable and storable electronically via distributed ledger technology or equivalent technologies. The listing of this type of cryptoasset is subject to the general requirements set forth in Titles I, II, V, and VI of MiCA, including, but not limited to: the obligation to publish a white paper (subject to exemptions), fair marketing communications, governance and conduct rules, and compliance with market integrity provisions.

Electronic Money Tokens (“EMT”): The Company supports only electronic money tokens that are fully comply with the regulatory framework set out in Articles 43 to 48 of MiCA. These cryptoassets must be issued exclusively by entities duly authorized as electronic money institutions (EMIs) pursuant to Article 48 of MiCA and operating in accordance with Directive 2009/110/EC, as transposed into national law by the relevant Member States. Currently, the only EMTs supported and available on the Platform are USD Coin (“USDC”) and EUR Coin (“EURC”). USDC and EURC are fiat-pegged cryptoassets denominated in U.S. dollars and euros, respectively, and are issued in full compliance with MiCA by Circle Internet Financial Europe SAS (“Circle SAS”), an entity authorized as an EMI by the Autorité de Contrôle Prudentiel et de Résolution (ACPR) in France, pursuant to Directive 2009/110/EC. USDC and EURC are designed to maintain a stable value thanks to their one-to-one exchange rate with the dollar and the euro and are available on multiple distributed ledger networks (e.g., Solana, Ethereum) in accordance with MiCA provisions.

The fiat currencies available and supported by the Company on the Platform are: (i) Swiss francs; (ii) U.S. dollars; (iii) euros; (iv) British pounds.

Notwithstanding the foregoing, the Company reserves the right, at any time and in its sole discretion, to accept or reject a particular fiat currency or cryptoasset. However, in the event that the Company ceases to accept a specific cryptoasset, the Company will in any case notify the User of its decision with sufficient advance notice, not less than fifteen (15) calendar days, so that the User may, if applicable, withdraw from the Platform the cryptoassets deposited in their User Account. If, after the period granted for the withdrawal of the cryptocurrencies, the User has not withdrawn them, to the extent permitted by applicable law, they shall be deemed to have been abandoned by the User, and the Company may hold them in an External Custody Wallet available to the Customer.

5. RESTRICTIONS ON THE PROVISION OF SERVICES

1. YouHodler’s Services may not be available in a jurisdiction where we are not regulated or authorized to provide such Services. This means that if a Customer travels to certain jurisdictions, they may have limited access to their User Account.
2. YouHodler may not provide the Services to Customers residing in certain countries, due to restrictions imposed by laws applicable to the Company or restrictions arising from the Company’s internal policies (referred to as “Restricted Countries”). If you reside in a Restricted Country, you may not be able to access the Services, unless otherwise specified.
3. YouHodler Services may not be accessed or used by persons who are residents or citizens of the United States (including, in particular, U.S. residents, U.S. citizens, or green card holders), residents or citizens of China (including Hong Kong and Macau), or persons included on any list of trade or economic sanctions, such as, among others, the sanctions or embargo lists of the United States, the EU, Switzerland, or the United Nations Security Council.
4. If the User obtains U.S. citizenship or residency, or a green card, or residency in China, and/or if the country where the User resides is included on a list of economic or trade sanctions, or if the User is included on any of the aforementioned lists, the Company may immediately freeze or block the User’s Account and, consequently, the funds deposited therein, until the Company or the competent authority decides otherwise.
5. YouHodler does not provide its Services to politically exposed persons (“PEPs”). If the Customer is deemed to be a politically exposed person in accordance with the regulations in effect in their country of residence, they must immediately notify YouHodler. YouHodler will immediately terminate the business relationship with a Customer who becomes a PEP. To this end, the Customer will have fifteen (10) calendar days to transfer all assets to an external Wallet or Accounts.
6. YouHodler does not provide investment, legal, or tax advisory services. The Customer is responsible for complying with the tax regulations applicable to them and affecting the activities carried out through the Platform. The Company is not responsible for verifying or ensuring the Client’s actual compliance with their tax and/or legal obligations. If the Client is unaware of or has doubts regarding their tax obligations, it is recommended that they seek professional legal and/or tax advice.
7. The Platform’s Services cannot be provided to the User if the User refuses to provide any information and/or to agree to undergo any verification procedures, including verification video calls that may be requested from time to time by the Compliance Department (“Compliance Office”). Any costs incurred as a result of the Customer’s refusal to provide information or to undergo identification and verification procedures shall be borne by the Customer.
8. In order to use the Services, as indicated above, the User must register and create a User Account on the Platform by providing their first and last name, email address, mobile phone number, mailing address, country of residence, and nationality, as well as a copy of their ID or passport, and answer a series of questions regarding their financial and professional background. Users may not have more than one account.
9. The information provided in the previous section is required in order to identify the User, verify their identity, and conduct checks related to fraud prevention, economic or commercial sanctions, the prevention of money laundering and terrorist financing, as well as any other checks required by applicable laws and regulations.
10. In order to use the Platform’s Services, the Customer must first complete the KYC process established by YouHodler. During this verification process, identification documents may be required, and a video identification, video conference, or authenticity check may be conducted, at the Company’s discretion. YouHodler may apply additional due diligence measures at its sole discretion and based on the specific characteristics and circumstances of each Customer, all in order to comply with applicable anti-money laundering and counter-terrorism financing regulations.
11. If the Customer is an individual, they must be at least eighteen (18) years of age at the time of registration, act in their own name and on their own behalf, and be the true owner of the funds transferred to their User Account on the Platform. If there are two beneficial owners, the User must contact the support team for further information on how to proceed.
12. In the case of a legal entity, the natural person representing it must be duly authorized to act in the name and on behalf of the entity and must provide, among other documents, a certificate issued by the commercial registry, the articles of incorporation, the bylaws, the deed of ownership, as well as other essential documentation that allows for the identification of the legal entity and its existence, all of which must be duly authenticated, if required by YouHodler.
13. The Customer acknowledges and agrees that they may be required to undergo “enhanced due diligence” measures. YouHodler may ask the Customer to provide additional information and/or documentation regarding themselves or the legal entity. Such information includes the source of funds, identification via video conference, and proof of residence.
14. The Customer represents and warrants that all documentation and information provided to YouHodler is correct, truthful, complete, and accurate, and that the Customer has not omitted and will not omit any information that has or may have an impact on the KYC process. The Customer acknowledges and agrees that, in the event of providing false or misleading personal information, or failure to immediately notify the Company of any changes to their personal data, the Company reserves the right to immediately close or suspend the User’s Account without notice if the information or documentation provided by the Customer is false or fraudulent, all without prejudice to any legal measures that the Company may need to take, as appropriate, such as, but not limited to, blocking or freezing the funds deposited in the Account. In such cases, the Company shall have no liability of any kind.
15. YouHodler reserves the right to close a User’s Account in cases where the account has been inactive for an extended period of time or is deemed or reported to be an account whose ownership has not been properly identified or is fraudulent. The Company will make every effort to notify the User of its decision to close the User’s Account, except in cases where the closure results from accounts whose ownership is unjustified or fraudulent. Similarly, the Company reserves the right to refuse any registration or the provision of a service to any User for any reason, at its sole discretion and without any obligation to compensate the User.
16. By opening a User Account, the Customer acknowledges and agrees that they are solely responsible for maintaining the confidentiality of their “username” and “password” and/or account recovery phrase or code, as well as for all activities that take place or occur in connection with their User Account.

6. USE OF THE SERVICE AND THE PLATFORM

1. The Company grants the Customer a limited, non-exclusive, non-assignable, non-transferable, and revocable license, free of royalties, to use the Platform for its intended purposes, namely to access and use the YouHodler Services, subject to the Customer’s strict compliance with applicable laws, the YouHodler Terms, the Privacy Policy, and any other policies issued by the Company that apply to the User.
2. The Company continually updates and strives to improve the Services and the Platform. Consequently, new features may be introduced at any time and without notice, and/or existing features may be modified or removed from the Platform. In the event that the Customer grants the Company the right to use such opinions or comments for any purpose, the Customer shall have no restrictions or right to receive any compensation.
3. The Customer acknowledges that when the Company releases an update to the Application or the Platform, the Customer may be prompted or required to update the version of the Application or the Platform available on their device. We strongly encourage the Customer to install these updates immediately, as they may contain security patches, new services, or features not available in previous versions.
4. Since most of the Services are offered through a website, these Services or the Platform through which they are provided may be subject to temporary downtime. From time to time, YouHodler updates or performs maintenance on the Platform, resulting in the Platform being unavailable for a certain period of time. The Customer will be notified in a timely manner of such downtime via email or through the Platform or the Application. Therefore, YouHodler does not guarantee that the Platform will operate without interruptions or errors. The Company is not liable for any damages or losses incurred by the Customer as a result of any failure or interruption of the Platform, suspension of access to the Platform or the User Account, including any damages occurring as a direct or indirect consequence of the inability to access and/or use the Services.
5. By using the Platform, the Customer represents and warrants that:

1. They will not copy, in whole or in part, any information contained on the Platform except for the purposes set forth in these General Terms of Use or in the rest of YouHodler’s Terms;
2. will not use the Services offered on the Platform, or any part thereof, for commercial purposes, including the advertising of the User’s or third parties’ products and/or services;
3. You shall not copy, adapt, modify, decompile, or disassemble any part of the Platform and/or any part of its software, including, but not limited to, the source code and/or object code;
4. The User shall not create or maintain an unauthorized connection to the Platform;

5. The User shall not use automated programs, including, but not limited to, “web scrapers” or “scripts,” for the purpose of collecting or manipulating the information contained on the Platform and/or collecting or manipulating the information of other Users of the Platform;
6. The User shall not copy, modify, distribute, or sell any part of the Services available through the Platform;

7. The User shall not introduce any material containing software viruses, worms, malware, ransomware, or spyware, or any other computer code, file, or program designed to interrupt, destroy, or limit the functionality of any software or hardware, mobile device, or telecommunications equipment, or any other technology that may harm the Platform, its software, the Services, or the interests of any User or the Company;
8. The User shall not use the resources available in their User Account to engage in activities that may constitute a crime, nor shall they use resources derived from illegal activities or crimes, including, but not limited to, tax fraud;
9. The User shall not transmit, distribute, store, or make available to the public on the Platform private information or personal data of third parties, including, but not limited to, addresses, telephone numbers, and/or credit or debit card numbers;
10. The User shall not copy, modify, or sell any part of the Services, the Platform, or its software, including, but not limited to, the source code and/or object code;
11. The User shall not use the Platform, the information contained therein, or the Services to offer the same Services as the Platform and, ultimately, to compete with the Company and/or assist or collaborate with third parties to compete with the Company by offering identical or similar Services;
12. The User shall not interfere with or attempt to disrupt the Services and/or hack the Platform in any way;

13. The User shall not modify the Platform, in whole or in part, nor allow it to be incorporated into or combined with other programs, except as necessary for the use of the Platform on certain devices, in accordance with what is expressly permitted in these General Terms of Use;
14. The User shall not use the Platform in an unlawful manner or for unlawful purposes, including, but not limited to, illegal activities, fraudulent trading, money laundering, fraud, blackmail, extortion, terrorist financing, or kidnapping for ransom, and, ultimately, to engage in any illegal or violent activity;
15. The User shall not use the Platform in any manner that could damage, disable, overburden, impair, or compromise the Company’s systems or security, or interfere with other Users;
16. The User shall not collect or capture any information or data (including Personal Data) from the Platform or from any User, nor shall the User attempt to decrypt any transmission to or from the servers on which the Platform and Services are operated;
17. The User shall not hack, breach, or improperly access any User Account or the Platform, including, but not limited to, the source code or object code;
18. The User shall not impersonate another user of the Platform;

19. Do not manipulate the Company’s billing process with the aim of appropriating commissions owed to the Company;

20. The User shall not resell, deep link, use, copy, monitor (e.g., through scraping programs), view, download, or reproduce any content, information, software, or personal data for the purpose of conducting any activity or for any commercial, non-commercial, or competitive purpose;
21. The User shall not use robots, spiders, web scrapers, or other automated devices or manual processes for the purpose of monitoring, extracting, or copying any content from the Platform, the Services, and, in general, the Company.

6.6. Failure to comply with any of the provisions contained in this Section shall entitle the Company to irrevocably and permanently prohibit the Customer from accessing and using the Platform and/or the Services. The Company reserves the right to seek damages and/or request any injunctive relief it deems appropriate to prevent the Customer from continuing such activity and to ensure the integrity of the YouHodler Platform and Services. This Section shall not apply if the Company has provided its prior, reliable written consent, for security/penetration testing purposes, that this Section shall not apply. Such prior written consent must be provided in the form of a written statement by the Company and signed by both parties.

7. SERVICE PRICES

1. In consideration for the Services provided, the Company may deduct a percentage of the transaction amount as a service fee (“Service Fee”), the amount of which will always be disclosed to the Customer prior to the Customer conducting any transaction through their User Account, so that the Customer may provide their informed consent at all times. All data regarding transactions made by the Customer will be recorded in the Customer’s Transaction History within their User Account, which will be retained by the Company for a period of ten (10) years from the date of the transaction in question.

7.2. Fees associated with depositing and withdrawing fiat currency may also include a commission charged by third-party service providers. Your bank may also charge you fees for making fiat currency deposits.

8. LOSS OF ACCESS TO THE USER ACCOUNT

1. The Customer understands and agrees that any loss or compromise of their electronic device or security credentials may result in unauthorized access to the Platform or Services by third parties. The Customer understands and agrees to treat their login credentials as confidential information and undertakes not to disclose them to third parties.
2. The Company shall not be liable for any loss or damage arising from the User’s failure to maintain the security of their User Account and passwords or from any lack of due diligence on the User’s part. The User may not and must not disclose their password to third parties (except for third parties authorized by the User to use their User Account) and is solely responsible for any use of or actions taken with their password through the Platform.
3. The Company is not liable for any losses that may result from the Customer disclosing their login credentials to third parties, even if such disclosure is the result of a “phishing” attack of which the Customer was a victim. The Customer is required to contact the YouHodler support team and follow the instructions provided by the YouHodler support team in order to recover their User Account in the event of hacking or “phishing” (“Credential Theft”).
4. If the Customer loses or forgets the login credentials for their User Account, the Company may recover them by following the procedure described under the “Forgot Password” option to regain access to the User Account. The Customer agrees to be solely responsible for protecting their login credentials and that, consequently, the Company shall in no event and under no circumstances be liable for any damages resulting from unauthorized access to their User Account by third parties.

9. INACTIVE ACCOUNTS

1. YouHodler may declare an account inactive when any of the following circumstances occur:

No transactions have been made during a specific period of time.

There has been no login activity for an uninterrupted period of one year;

Requests and/or requests for information and/or documentation from the Company have not been answered within one (1) month;

2. Before definitively declaring an account inactive, the Company will contact the Customer to inform them of the status of their User Account and the possibility that it may be declared inactive.

3. If the Customer has no funds in their User Account, and after two (2) attempts by the Company to contact the Customer, the Customer has not responded to any of them within a period of one (1) month, the Company may proceed without further delay to close the User Account.
4. On the other hand, if the Customer has deposited funds into their User Account, the Company will keep the User Account open, although the Company may, if necessary, charge User Account maintenance fees, where applicable.
5. In the latter case, the Company reserves the right to suspend the provision of its Services three months after notifying the User of the Account’s inactivity. However, the Customer will continue to have access to their User Account, but only to withdraw their funds to an external e-wallet or to their bank account, in the case of fiat currency.

10. SECURITY MEASURES

1. As a precautionary measure, the Customer will be protected by multiple levels of authentication and authorization when accessing their User Account. Through the Platform, the Customer can configure custom security settings to enhance account protection, including, but not limited to: strong passwords, two-factor authentication (2FA), biometric measures such as facial recognition or fingerprint verification (where supported), and optional three-factor authentication (3FA), which adds an additional layer of verification, typically required to unlock sensitive actions such as withdrawals.
2. To enhance the security of access to your User Account, the Company recommends that you use, in addition to your password, two-factor authentication (2FA), three-factor authentication (3FA), or biometric measures.
3. When an account is first opened on a device (computer/tablet and/or mobile device), that device automatically becomes a device deemed trusted by the Customer. The Customer must confirm that it is a trusted device each time they access the Platform from a device other than the one initially used.

10.4. YouHodler advises the Customer not to disclose their passwords and/or 2FA credentials to third parties. The Customer understands and acknowledges that, should a third party gain access to such information, they may carry out irreversible transactions on the Customer’s behalf. The Customer shall be solely liable for any losses resulting from identity theft, phishing, or the disclosure of credentials to third parties.

10.5. The Customer represents and warrants that they will protect their passwords, use strong passwords, scan for viruses and malware, and regularly update their operating systems and browsers in order to ensure the security of their User Account.

10.6. The Customer confirms that they are aware and have been informed that YouHodler will never request the Customer’s passwords or other sensitive information, except as expressly stated in YouHodler’s Terms and Conditions and in accordance with the various official communication channels specified by YouHodler.

11. RISKS

11.1. By accepting these General Terms and Conditions and by accessing and using the Platform, the Customer declares, without reservation or exception, that they understand and accept the risks set forth below, relating to the complexity of using Cryptoassets and the advanced distributed ledger technology (“DLT”). Acceptance of these General Terms and Conditions of Use confirms that the Customer understands the methods of storage, execution, and transfer of Cryptoassets.

11.2. The Company informs the Customer that the price of Cryptoassets is subject to high volatility. This may be due not only to the Company’s operating results or other factors relating to the Company, Platform Users, and/or the Company’s competitors, but also to changes in general economic conditions, financial markets, or the fintech sector in particular.

Similarly, the Customer acknowledges that, due to constant price fluctuations, Cryptoassets acquired through the Conversion Services may not maintain the same market price, which could result in significant losses if the original value decreases as a result of such price fluctuations.

11.3. – In case of doubt, YouHodler strongly recommends that the Customer seek financial advice from a professional in the field before investing in cryptocurrencies.

11.4. In addition to the risks listed below, other risks may arise or materialize that are not and cannot be foreseen. For this reason, YouHodler recommends that you carefully analyze your financial situation and all the risks listed below before making any decision to buy or sell Cryptoassets. To this end, the Customer declares and acknowledges that any loss resulting from their decisions to buy and/or sell Cryptoassets shall be borne by them, releasing the Company from any liability.

1. Risks related to market value, liquidity, and volatility:
   
   1. The Client must be aware that the Company cannot guarantee at all times the existence of an active market with sufficient liquidity for the purchase and sale of Cryptoassets, nor that their value, or that of Fiat Currencies, will not decrease, thereby affecting the Client’s use of YouHodler’s Services.
   2. Market liquidity, as well as that of the third-party service providers used to perform the Services, will depend on the number of buyers and sellers, the cryptocurrency market or markets for similar products, the market capitalization of cryptocurrencies, and the availability of fiat currencies, as well as other factors beyond the Company’s control.
   3. The Company makes no guarantee that (i) an active and liquid market will continue to exist for the Cryptocurrencies sold to the Company, or (ii) that the market value of the Cryptocurrencies or Fiat Currencies will not fall below the market value after the User has used the Services.
   4. The prices of cryptocurrencies and fiat currencies displayed on the Platform will depend on various factors beyond the Company’s control. Such factors include, but are not limited to: market expectations regarding the performance or financial condition of cryptocurrencies or fiat currencies; fluctuations in financial positions or operating results; general market and economic conditions; announcements by foundations or other companies regarding the launch of cryptocurrencies or those already issued, their operations, their customers and suppliers, and any other secondary market. The Company does not maintain or manage an order book, and all cryptocurrency price assessments are based on market prices quoted by other service providers.
   5. The Customer acknowledges that news and changes in analysts’ recommendations regarding the cryptocurrency and/or fiat currency markets may affect the price or market value of cryptocurrencies and/or fiat currencies.
   6. The fiat currencies and cryptocurrencies available on the Platform are listed for trading on exchange platforms (“Exchanges”) operated by Third-Party Service Providers. However, YouHodler does not guarantee that sufficient cryptocurrencies and/or fiat currencies will be available on the Exchanges operated by Third-Party Service Providers. In certain cases, such as during periods of high market volatility or in the event of a suspension or restriction of an Exchange, the Company may have difficulty offering its Services on the Platform.
2. Cybersecurity risks:
   
   1. The Customer must be aware of the risks associated with using the Platform, bearing in mind that the Company may be exposed to threats, system failures, security risks, or cyberattacks targeting the Platform, the software (including source code and object code), the website, user accounts, and/or the servers on which the Platform operates. Third-party service providers are also subject to such threats, system failures, or cyberattacks in connection with the technologies they use, and these may affect the Customer’s use of the Services.
   2. The Customer acknowledges that third-party service providers generally rely on digital and virtual systems, which are susceptible to security breaches, hackers, malware, and operational failures. Although the Company has implemented various measures to ensure security, the Cryptoassets held in the electronic Wallets provided by the Company or by third-party Exchanges remain vulnerable to hacker attacks or security breaches. In the event of unauthorized access to one or more Wallets (e.g., through the theft of the wallets’ private encryption keys), the stolen Cryptocurrencies may be transferred to another public address, resulting in the loss of such Cryptocurrencies, as Cryptocurrency transactions are irreversible. The Customer acknowledges that they are aware of the foregoing and, consequently, of the existence of this risk inherent in the use of Cryptocurrencies.
   3. Breaches of the code or technological advancements, such as the development of quantum computers, could pose a risk to all DLT-based companies/platforms, as they could lead to the theft, loss, disappearance, destruction, or devaluation of Cryptocurrencies. The source code and object code underlying the Platform and the Cryptocurrencies may be updated, altered, or modified from time to time. The Company cannot guarantee that such updates, alterations, or modifications will not adversely affect the functionality of the relevant Cryptoasset. Therefore, the Client acknowledges and agrees that the Company shall not be held liable for any hacking, decryption, or decoding of the code that may result in the loss of Cryptoassets and/or Fiat Currencies.
   4. The Company is committed to ensuring a secure Platform with adequate security measures against, among other security risks the Platform may face, malware, viruses, and hacking. Hackers or other groups or organizations may attempt to interfere with the Wallets through cryptic attacks, phishing, spoofing, smurfing, malware attacks, or consent-based attacks. The Customer acknowledges and agrees that the Company is not liable for any thefts that may occur due to hackers, identity theft, malware, or viruses.
   5. The Company does not own or control the underlying software protocols that govern the operation of the cryptocurrencies available for trading on the Platform. In general, the underlying protocols are open source and may be used, copied, modified, and distributed by anyone. The Company is not responsible for the operation of the underlying protocols and does not guarantee their functionality, security, or availability.
   6. Because the blockchain is an independent public peer-to-peer network that is not controlled by or subject to any intervention, the Company is not liable for any failures, errors, or breaches that occur on the blockchain network or on any other network on which Cryptoassets are issued or traded.
3. Legal Risks:
   
   1. In general, the regulations governing the operation of the Platform, as well as the regulation of cryptoassets, are evolving rapidly. These regulations may also vary significantly across international jurisdictions. Consequently, these regulations are subject to considerable uncertainty, which may significantly affect the scope and manner in which the Company can provide its Services in the Customer’s jurisdiction.
   2. To the extent that a national government or quasi-governmental agency exercises its regulatory authority, crypto-assets could be subject to significant adverse effects. Crypto-assets also face an uncertain regulatory landscape in many jurisdictions. Numerous jurisdictions may, in the near future, adopt laws, regulations, or guidelines that affect crypto-assets.
   3. Such laws, regulations, or directives could conflict with the Company’s current understanding of the legal landscape or could directly and adversely affect the Services and the market value of the Crypto-assets. The impact of any future regulatory changes is impossible to predict, but such changes could be substantially and materially detrimental to the Company’s development and growth.
   4. New laws and regulations, as well as changes to existing laws or even the interpretation of existing laws and regulations in various jurisdictions, could have a material and adverse effect on the value of Crypto-assets, the liquidity of Crypto-assets, the ability to access markets or exchanges on which to trade Crypto-assets, and the structure, rights, and transferability of Crypto-assets or Exchanges.
   5. Third-party service providers may have their own regulations that they must comply with, which may apply to any fiat currency and/or cryptoasset available in the user’s account. Consequently, the customer acknowledges that, for these reasons, there is a possibility that third-party service providers may also refuse certain fiat currencies and/or cryptoassets.

Reputational risk:

1. Reputational risk refers to the possibility that negative publicity regarding YouHodler’s practices—whether true or false—could lead to a decline in customers, costly litigation, a reduction in revenue, and investigations by regulatory authorities. This type of risk affects YouHodler’s ability to acquire and establish new customer relationships or to continue providing its Services to existing customers. To mitigate this risk, YouHodler promotes an ethical culture within the organization, as well as clear communication regarding the Company’s values and mission.
2. A reputational risk related to cryptoassets arising from the unlawful conduct of certain participants in the cryptoasset market may also have a negative impact on the value of the cryptoassets available on the Platform.

Fraud risk:

1. Cryptoassets launched on an exchange are usually accompanied by a so-called “white paper,” a kind of informational brochure that describes the characteristics and underlying project of the cryptoasset; whether it is issued as a “virtual currency,” a “security token,” or a “utility token” will depend on its classification. The content of the “White Paper” or prospectus is the responsibility of the company or foundation issuing the cryptoasset.
2. The Company does not endorse or assume any liability for the information contained in the “White Paper,” which sets forth the objectives, scope, or intentions of a third party at the time of the issuance and launch of a crypto-asset on the market. If the Crypto-Asset is available for conversion on the Platform (which is not the case with “Security Tokens,” which are expressly excluded from the Platform), the User agrees and warrants that they will not hold the Company liable for any misrepresentations or inaccuracies contained in the “White Paper” of said Crypto-Asset.

12.- REPRESENTATIONS AND WARRANTIES OF THE COMPANY
‍

The Company represents and warrants to the Seller that each of the following statements is complete, correct, true, and accurate as of the date of this Agreement:

1. The Company is validly incorporated, in good standing, and duly registered in the applicable Commercial Registry in accordance with the laws of the country in which it was incorporated and, therefore, has full legal capacity and the capacity to act to enter into this Agreement, exercise the rights, and assume and perform the obligations arising therefrom;
2. The Company has entered into all contracts and obtained all consents and authorizations, whether private or public, and is fully authorized and has full authority to sign and perform this Agreement in accordance with its terms and conditions;
3. This Agreement is valid, fully binding, and enforceable against the Company;

4. The execution and performance of this Agreement do not constitute a breach of, nor do they conflict with, nor do they constitute a material breach of:

1. any provision of the regulations governing the Company;

(ii) any provision, judgment, or administrative order to which the Company is bound or to which the Company or any of its tangible assets is subject;

2. any   agreement,   obligation,   duty   or   commitment   to   which   the   Company   is   a party   or   to   which   is   bound;   or
3. any law, regulation, or rule applicable to the Company;

5. The formation, execution, and performance of this Agreement do not require the approval, authorization, license, or any other action by government authorities or persons other than the Company
6. Neither the Company, nor any person who has a direct or indirect interest in the Company, nor any person for whom the Company acts as an agent or representative in connection with the Crypto-Assets, is subject to administrative sanctions or sanctions imposed by any country or government (collectively, “Sanctions”) or is incorporated in, affiliated with, or resident in a country or territory subject to Sanctions.

Taking into account the risks inherent in the activity described above, as well as the product subject to the Sale, the Company, while making every reasonable effort to ensure that transactions on the Platform are processed correctly, makes no representations and offers no warranties, express or implied, with respect to the following matters:

The usefulness, marketability, liquidity, functionality, and/or value of the Cryptoasset subject to the Right of Repurchase, previously sold to the Company by the Seller;

The time required to fully process a transaction, as this depends on many factors beyond the Company’s control;

The outcome of transactions carried out in accordance with this Agreement, nor any losses or gains resulting therefrom, nor, in particular, fluctuations in the value of the Cryptocurrencies you have acquired as a result of such Services.

Inaccuracy, absence, or omission of data relating to Cryptocurrency prices;

Regular or extraordinary maintenance performed by the Company, service interruptions, and any changes resulting from such maintenance.

Damages incurred as a result of the actions of other users or due to unlawful acts committed by third parties.

13. DISCLAIMER

1. These General Terms of Use set forth the full scope of the Company’s obligations and liabilities in connection with the Services and the Platform.
2. The Company is in no way liable for damages arising from the use of the Platform and/or the Services, except for the proper and timely performance of the obligations undertaken toward the Customer.
3. The Company is in no way liable for inaccurate, incomplete, erroneous, or false information that has not been provided directly by the Company through the Platform.
4. The Company is not liable for any errors (including obvious errors and typographical errors), for any interruptions (due to temporary and/or partial outages, repairs, updates, or maintenance of the services) or otherwise, for inaccurate, incomplete, incorrect, or false information, or for the failure to deliver information.
5. The Customer irrevocably indemnifies the Company (including its subsidiaries and each of their respective partners/shareholders, directors, officers, employees, agents, and suppliers) from any damages that the Customer may suffer or claim (including consequential or indirect damages) of any kind or nature, whether foreseeable or unforeseeable, known or unknown, and disclosed or undisclosed, arising from interaction with the Platform, the Services, and/or any misleading information.
6. To the extent permitted by law, the Company excludes: (i) any statutory liability regime that conflicts with the provisions expressly set forth in these General Terms of Use; (ii) any liability for any direct, indirect, or consequential loss or damage (including, but not limited to, damages resulting from deletion, corruption, loss of data, loss of personal data, loss of programs, loss of income or earnings, loss of business, loss of profits or contracts, loss of anticipated savings, loss of Cryptoassets, loss of Fiat Currencies, loss of goodwill, customer dissatisfaction, failure to retain any information or other content stored or transmitted by or through the Services, service interruptions), whether caused by tort, breach of contract, or otherwise, that may be suffered by the User or by third parties in connection with the Platform or these General Terms of Use.
7. The Company shall not be liable for any direct, indirect, special, incidental, and/or consequential damages arising from the Customer’s use of the Platform and the Services. The Company shall not be liable for the quality or display of the Platform. The Company shall not be liable for the User’s failure to comply with any law governing their activities on the Platform or for any penalties resulting from such failure.
8. The Company shall not be liable in any way if the Services made available on the Platform are unavailable for use. The Company shall not be liable for any advertisements placed in connection with the services made available on or through the Platform and/or any third-party websites.
9. In any event, the Company (including its subsidiaries and each of their respective officers, directors, employees, agents, shareholders or partners, licensees, and suppliers) shall not be liable for any claim relating to the Services—whether in tort, contract, or otherwise—that exceeds the value of the cryptocurrencies or fiat currencies converted through the conversion services.
10. To the extent permitted by applicable law, the YouHodler Services, the materials provided by YouHodler, the User Account, and any product, service, or other item provided by or on behalf of the Company are provided “as is,” without any warranty or representation other than those set forth in these Terms, or are provided “as is” and “as available.” The Company expressly disclaims, and the Customer hereby disclaims, all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, or warranties arising from course of performance, course of dealing, or trade usage. Without limiting the foregoing, YouHodler does not represent or warrant that the Website, the Platform, the YouHodler Services, any other general information available through the Website or the Platform, or any other means provided by YouHodler are accurate, complete, reliable, up-to-date, error-free, or free of viruses or other harmful components.

14. INDEMNIFICATION

To the extent permitted by applicable law, the User agrees to indemnify and hold harmless the Company, including its subsidiaries and each of their respective partners/shareholders, officers, directors, employees, and agents, from any loss, claim, action, cost, damage, penalty, fine, and expense that may be incurred as a result of the Customer’s unauthorized use of the Platform or the Services or any breach by the Customer of these Terms or applicable law.

15. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

1. All content available on or through the Platform (including, but not limited to, software, mobile software, algorithms, code (source and object), audio, video, text, animations, files, photographs, drawings, graphics, images, videos, information, and their selection and arrangement for the Platform, but excluding all content from third-party service providers, APIs, and software) are the exclusive property of the YouHodler brand and are protected by national and international intellectual and industrial property laws; therefore, they may not be exploited, reproduced, distributed, modified, publicly communicated, transferred, or transformed without the express written authorization of the rights holders.
2. Similarly, YouHodler’s designs, images, symbols, distinctive signs, trade names, trademarks, products, logos, and services are protected by intellectual property law. The Company reserves all rights, titles, and interests in its intellectual and industrial property rights, as well as those of its subsidiaries, in connection with the Platform, the Website, the Application, the Services, the Company’s trade name and trademark, and the domain names of its Website.
3. Any unauthorized use of content developed by the Company or its affiliates is strictly prohibited, including, but not limited to, the distribution, reproduction, modification, making available, communication to the public, disclosure, downloading, display, or transmission, in whole or in part, without the Company’s prior written consent.
4. Access to the Platform does not grant the User any rights or title to intellectual or industrial property rights or to the content hosted on it. Users who access the Platform may not copy, modify, distribute, transmit, reproduce, publish, transfer, or sell the aforementioned elements, nor may they create new products or services derived from the information obtained without the Company’s express written authorization.
5. The Customer may not derive or attempt to derive, decode, decompile, or translate the source code and/or object code of all or any part of the software or mobile software of the Platform, the Website, or the Application, nor may the Customer permit third parties to derive or attempt to derive, decode, decompile, or translate the source code and/or object code of all or part of the software or mobile software of the Platform, the Website, or the Mobile Application.

16. DATA PROTECTION

1. For the appropriate legal purposes, the Company expressly informs the Customer that, in order to provide the Services, it is necessary to provide certain personal data required for this purpose, the processing of which requires the Customer’s express consent prior to registration on the Platform.
2. The Customer is also informed that the Company must collect certain personal data in order to comply with its legal obligations, particularly regarding the prevention of money laundering and terrorist financing.
3. All Personal Data provided or to be provided by the Customer will be processed in accordance with the Privacy Policy, which the Customer can find at the following link: Privacy Policy, which, as indicated above, shall form an integral part of these Terms and Conditions.
4. The Customer represents and warrants that, prior to providing such Personal Data to YouHodler, they have read and understood YouHodler’s Privacy Policy, which was duly made available to them prior to their registration on the Platform.

17. COMMUNICATION AND CUSTOMER SUPPORT

1. Communication with the Company takes place via electronic means; therefore, the Customer acknowledges that when using the Services or sending emails to the Company, they are using their correct email address. The Company is not responsible for incorrect or misspelled email addresses, nor for inaccurate or incorrect Personal Data sent to the Company.
2. By using the Platform, the Customer agrees to receive all electronic communications related to the use of the Services and/or the Platform, including emails, promotional content, offers from the Company regarding the use of the Platform, and/or push notifications. Such communications will be sent via email or by posting notices on the Platform.
3. The Customer acknowledges and agrees that all agreements, notices, publications, and other communications provided electronically satisfy any legal requirement that such communications be in writing. All communications from the Company to the Customer shall be deemed delivered and effective when sent to the email address provided by the Customer at the time of creating their User Account.
4. Customers can access the support portal at https://help.youhodler.com/ to obtain information about YouHodler and its Services. Users may use the support portal, along with all data available on the Platform, at any time to obtain up-to-date information about YouHodler’s Services, features, and other details regarding YouHodler’s products and Services.
5. The Company is committed to providing the User with a communication service via the Platform’s customer service chat. The customer service chat is available 24 hours a day, 7 days a week, at https://yo/ or https://app.yo.m/, as well as through the iOS App Store and Android mobile apps.
6. The average response time in the customer service chat:

1 to 2 minutes during EU business hours (9:00 AM to 6:00 PM CET/CEST),

1 minute to 2 hours during non-business hours in the EU (6:00 PM to 9:00 AM, CET/CEST time zone).

7. The average response time is not binding and may vary depending on the volume of requests received in the Customer Service chat at any given time.

18. NOTIFICATIONS

1. Any notice or communication made pursuant to this Agreement or in connection with the matters covered herein shall, unless otherwise specified, be in writing in Spanish or English and sent via email to the email address designated for that purpose by the Seller.
2. Any communications or notices made pursuant to this Agreement must be sent to the attention of the person and to the address indicated below:

Company/Buyer: The Seller shall send its communications and notices to the Company via the following email address: e-mailsupport@youhodler.com, ensuring proof of sending and receipt by the recipient.

Seller: The Company may send its communications or notices to the Seller’s email address, provided

during the online registration process as a customer of the Platform. If that email address is no longer valid, the Seller must immediately notify the Company of the change; the new address will not be accepted as the shipping address until the change has been effectively communicated.

3. Either Party may notify the other Party of any change to its email address or other contact information, provided that such notification shall take effect only as of the date specified therein. Until the other Party receives such notification, communications sent to the existing email address shall be deemed to have been validly delivered.

19. FORCE MAJEURE

1. The Company shall not be liable for any damages caused to the Customer as a result of delays or failures to perform arising from unforeseeable events or events that could not reasonably have been avoided, nor for any events beyond the Company’s control. If the force majeure event is temporary, performance of the obligation shall be suspended, unless the resulting delay justifies termination of the contract. If the force majeure event is permanent, the Contract shall be terminated by operation of law without any liability being invoked against the Party that suffered the force majeure event, both Parties being released from their obligations in accordance with applicable law.
2. The Company reserves the right to cancel any agreement affected by a force majeure event, without any obligation to compensate the User, as well as to cancel or suspend any use of the Services affected by a force majeure event, without this giving rise to any obligation to compensate the Customer for any amount.

20. TERMINATION

1. The Customer may delete their User Account and discontinue use of the Services at any time without the need to give prior notice to the Company or to file for judicial termination.
2. The Company may cancel or suspend the User Account and, consequently, access to the Services, in whole or in part, in the event that:

1. The Customer violates these General Terms of Use or any other rule governing the use of the Services, including, but not limited to, the Privacy Policy, the Anti-Money Laundering and Counter-Terrorist Financing Policy, and any other terms, conditions, and policies;
2. The Customer’s conduct may be harmful to the Company, other Users, or Third Parties, or may give rise to liability of any kind on the part of the Company, another User, or a Third Party;
3. The User Account has been used, or is suspected of having been used, to engage in illegal or fraudulent activities,

4. The Company receives an order to block, freeze, or suspend a Customer’s User Account from any judicial body, national authority, or government authority or agency;
5. When the Company so decides in its sole discretion.

3. The Company may modify and adapt the Services and other elements used or contained within the Service at any time. In any case, the Company reserves the right to discontinue the Services at any time without notice and for any reason. The Company may block the Customer’s access to, use of, or participation in the Service, including any content therein, upon termination of the User Account. Services provided at the time of cancellation may be discontinued. The Company is not liable for any losses incurred as a result of the immediate termination of the Services.
4. Notwithstanding such termination, the Customer agrees to continue to be bound by those obligations that, by their nature, remain enforceable after the termination of the Agreement, including, but not limited to, all obligations relating to Intellectual and Industrial Property Rights, confidentiality, non-disclosure, and the retention of certain information for a specified period of time.

21. MISCELLANEOUS

1. No Waiver: Except as expressly provided in this Agreement or in writing, the failure of either Party to exercise, or the partial exercise or delay in exercising, any right or remedy provided for in this Agreement or under applicable law shall not constitute a waiver of such right or remedy, nor shall it preclude or limit the further exercise of such right or remedy.
2. Assignment: The Customer may not assign any of its rights, licenses, or obligations under these Terms or any agreement or terms and conditions that the Customer accepts when using the Services. Any attempt by you to assign such rights, licenses, or obligations shall be null and void and shall therefore have no legal effect.
3. Language of the Agreement: In the event of any discrepancy between any provision of this version and the English version of these General Terms of Use, or with any agreement or condition that the Customer accepts when using the Services and with the Privacy Policy, the provisions of the English version shall always prevail. This version has been prepared for convenience and to provide the User with a better understanding of the use of the Platform and its Services.
4. Amendments: The Company reserves the right to amend the General Terms of Use at any time, as it deems necessary or appropriate. The User will have access to the most recent Terms at all times. In the event of a modification to the General Terms of Use, the Company will notify the User at least fifteen (15) calendar days in advance, and the User must accept such modifications. The User’s continued use of the Platform and Services following the modification of these Terms will be interpreted as acceptance of the modified Terms.
5. Invalidity: The invalidity, nullity, or voidability of any provision of this Agreement shall not affect or impair the validity of the remaining provisions. Likewise, it is the intention of the Parties to replace any invalid, void, or voidable term or clause with a valid and enforceable term or clause that is as similar as possible to those declared invalid, void, or voidable, and in accordance with the judicial ruling and applicable regulations. If such modification is not possible, the clause or term in question shall be deemed deleted, without this affecting the validity of the remainder of the clause.
6. Disclaimer Regarding Third-Party Websites: Links to third-party websites do not imply that the Company has endorsed the products, services, information, or terms contained therein, nor do they guarantee the accuracy or truthfulness of the content on such websites. Under no circumstances shall the Company be liable for any damages the User may incur by accessing or using the services or products offered by such websites.

21. GOVERNING LAW AND JURISDICTION

1. Governing Law: This Agreement shall be governed by and construed in accordance with the provisions of this Agreement and, in the absence thereof, the provisions of applicable Italian law.
2. Dispute Resolution: The Parties agree to use all reasonable efforts to resolve by mutual agreement any controversy, dispute, or claim arising out of or in connection with this Agreement or its existence or formation, or arising out of or in connection with the transactions contemplated by this Agreement or its performance, or the breach, termination, or invalidity of this Agreement or such transactions, including any non-contractual controversy or claim (“Dispute” or “Disputes”).

If the Parties are unable to resolve a Dispute amicably within fifteen (15) business days of the date on which one Party provides written notice of the Dispute to the other, the matter shall be submitted to mediation, to be conducted in accordance with the mediation rules applicable in Italy, unless the Parties agree otherwise in writing.

3. Arbitration: If the Dispute remains unresolved following mediation, Youhodler Italy S.r.l. informs the Customer that, in accordance with applicable consumer protection laws, the Customer may initiate consumer arbitration proceedings before an alternative dispute resolution (ADR) body recognized in Italy.
4. Jurisdiction: Unless otherwise provided by law, any dispute not resolved through mediation or consumer arbitration shall be subject to the exclusive jurisdiction of the courts of Milan, Italy.

ANNEX I

Last updated: July 31, 2025