Terms and conditions

Welcome at Cryptohopper B.V. (hereafter: Cryptohopper or “we/our”). Cryptohopper is a tech company that provides a platform (the Platform) for Users to trade cryptocurrency. On this Platform, we operate a Marketplace where our Users can subscribe to third party Marketplace Sellers, which, among other things, share recommendations on buying or selling cryptocurrencies (Signals, Templates, CopyHoppers, Strategies).

These terms and conditions (the Terms) apply to the relationship between Cryptohopper and you as a Marketplace Seller. The use of our Platform as a Marketplace Seller is conditioned upon your acceptance of and compliance to these Terms.

By agreeing to these Terms you also agree to the Code of Conduct (Annex I). These Terms and Conditions and the Code of Conduct shall hereinafter jointly be referred to as: the Agreement.

1. Definitions

1. Marketplace Seller Account: the Account on the Platform created by Marketplace Seller, which is limited for use by Marketplace Seller via the Login Credentials.
2. Cryptohopper: Cryptohopper B.V., a limited liability company incorporated under the laws of the Netherlands. The company is registered with the Dutch Chamber of Commerce under registration number 70270481. The company’s registered office is at Johan van Hasseltweg 18A, 1022 WV Amsterdam. Cryptohopper is also referred to as “we”.
3. Platform: the platform Cryptohopper has developed to enable Users to connect with Marketplace Sellers, enabling Users to trade in crypto currencies on the crypto market using a crypto trader bot and in accordance with Signals provided. The Platform is available through the Website and through the App.
4. Marketplace Seller: individual private person(s) or legal entity(ies) sharing Signals, CopyHoppers, Templates and signals on the Platform and with Users. Marketplace Seller is also referred to as “you”.

Signals: content, including templates, CopyHoppers, signals, strategies, and recommendations for buying or selling cryptocurrencies.

2. Obligations and rights of the marketplace seller

1. Marketplace Seller provides all information that is relevant and required for the User to base its decision on to apply for the Signals of such Marketplace Seller, such as relevant information regarding its investment portfolio and trading history with the Users on the Platform (this includes, but not limited to past investment performance, its investment techniques and the type of cryptocurrencies in which the Marketplace Seller invests, hereinafter, altogether, the Profile Information).
2. Marketplace Seller will share Signals and all other relevant information, such as specified in clause 2.1.
3. Marketplace Seller shall prepare and share the Signals with the Users with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry. This includes that Marketplace Seller may provide more services than stated in the Agreement if necessary for this duty of care.
4. The Marketplace Seller will base the Signal solely on the reasonable expectation that the Signal will have a profitable effect for the User, and not on any other motive where, among other things, the Marketplace Seller prioritizes its own interest, including, but not limited to, the interest in a price increase due to Marketplace Seller having a relevantly large interest in a cryptocurrency.
5. Cryptohopper reserves the right to impose additional requirements at any time, under any circumstances, including due to legal requirements, as well as at its own discretion. If the Marketplace Seller fails to comply with such additional requirements, Cryptohopper may terminate the Agreement in accordance with the provisions of clause 6.
6. The Marketplace Seller provides its Signal Services through the Platform of Cryptohopper on the basis of exclusivity, if Marketplace Seller and Cryptohopper explicitly agree hereto when entering into the relationship. This implies inter alia that the Marketplace Seller shall not engage, directly or indirectly, for its own account or for the account of third parties, in a similar activity, cooperation or affiliation as subject to this Agreement, with any third party other than Cryptohopper (this relationship and associated obligations all together: Exclusivity).
7. Marketplace Seller must, at all times, act in accordance with these Agreement, the Code of Conduct (Annex 1) and instructions of Cryptohopper with regard to the installation and use of the Platform.
8. Marketplace Seller shall, both during and after the term of the Agreement, not express negative comments about (the services of) Cryptohopper.
9. Marketplace Seller will not carry out (business) activities that are in any way competitive with (the activities of) Cryptohopper, for at least the duration of the Agreement, and three years after termination and/or cancellation of the Agreement.

3. Availability of the service

1. Cryptohopper shall (i) allow the Marketplace Seller access to the Marketplace, (ii) enable Users to subscribe to the Signals of the Marketplace Seller and (iii), together with the Marketplace Seller, establish a connection that enables Marketplace Seller to share Signals with the relevant Users (the Connection). Parties shall ensure the Connection no later than one (1) month, unless this cannot reasonably be expected of them.
2. Parties endeavour and provide all reasonably necessary means (including, but not limited to, expertise, time, an impact analysis and the development of a customer journey) to ensure the Connection.
3. The Platform is available on computers, handheld mobile devices running on iOS and Android and other devices specifically indicated as compatible by Cryptohopper. Cryptohopper uses all reasonable efforts to ensure that you can access and use the Platform at all times. Due to the nature of the services offered, Cryptohopper cannot guarantee the error-free and uninterrupted access to- and functioning of the Platform.
4. Cryptohopper does not accept any responsibility for unavailability of the Platform, or any difficulty or inability to share, upload, download and/or access content, or any other communication system failure which may result in Platform being unavailable.
5. To the maximum extent permitted by applicable law, Cryptohopper hereby disclaims all implied warranties regarding the availability of the Platform. The Platform (and all other related services thereto) are provided "as is" and "as available" without warranty of any kind.
6. Cryptohopper takes the utmost care in compiling its Platform for you. However, we cannot vouch for third parties involved in the use of- and access to our Platform. For third parties used by the Marketplace Seller, the User is solely responsible.
7. Without prejudice to other provisions in these Terms, Cryptohopper is not liable for any damage resulting from (no or limited) access to and use of the Platform or the content provided thereon, including loss of profit arising in any way from, but not limited to:
8. the operation or unavailability of this Platform;
9. downloading or using any functions and/or software available through our Platform;
10. claims of third parties (or regarding third parties) in connection with the use of the Platform;
11. loss of data;
12. the proper functioning of (hyper)links available through our Platform;
13. the (lack of) financial benefit for Marketplace Seller through the use of the Platform;
14. any situation where Marketplace Sellers mobile devices and/or login Credentials are stolen and any third party subsequently makes use of the Platform without Marketplace Seller’s consent;
15. any damage or alteration to Marketplace Seller’s equipment including but not limited to computer equipment or a (handheld) device as a result of the installation or use of the Platform;
16. any damage incurred due to the use of an exchange that our Platform is using for trading or otherwise connected to or due to the use of any other third party required, for example as a result of unavailability or insolvency thereof; and/or
17. a failure to meet any of Cryptohopper’s obligations under this Agreement where such failure is due to events beyond Cryptohopper’s reasonable control.
18. The information and data on the “User-Forum” and “Question-Section” on the Platform are user generated. Cryptohopper has no influence on the data and information that is transmitted between Users on the User-Forum and Question-Section, and Cryptohopper will not monitor any content on the User-Forum uploaded or shared by Users. Therefore, Cryptohopper is not liable for any data and information on the User-Forum and Question-Section. Cryptohopper may remove content and information from the User-Forum and Question-Section if we are notified that the content or information is unlawful, violating these Terms or is otherwise inappropriate.

4. Account

1. Cryptohopper provides the Marketplace Seller one or two Platform accounts for the purpose of this Agreement. Marketplace Seller receives the log in details of this account (or these accounts) (the Marketplace Seller Account).
2. Marketplace Seller must choose a strong password and use 2-factor authentication. The email address and chosen password, together, form the Login Credentials.
3. Marketplace Seller may not allow use of its Marketplace Seller Account by any third party that does not have the authority to represent the Marketplace Seller. The Marketplace Seller guarantees that any third party that uses its Marketplace Seller Account is authorized to represent Marketplace Seller. The Marketplace Seller is fully responsible for non-disclosure of its Login Credentials and the use of its Marketplace Seller Account. Marketplace Seller guarantees that its representatives will only use the Platform for the purpose of as agreed in this Agreement. If, for whatsoever reason, the Marketplace Seller Account is blocked or deleted, Marketplace Seller is no longer entitled to use the Platform by, among other things, using another Marketplace Seller Account and/or creating a new Marketplace Seller Account.
4. Marketplace Seller hereby warrants that the provided information when creating a Marketplace Seller Account is correct and complete. Marketplace Seller is responsible for the accuracy of the data in its Marketplace Seller Account.
5. Cryptohopper is entitled, at all times, to no longer make available certain functionalities of the Marketplace Seller Account on the Platform, not to grant a Marketplace Seller Account or to demand additional requirements for granting a Marketplace Seller Account.

5. Obligations and rights of Cryptohopper

1. For the duration of this Agreement, Cryptohopper provides the Marketplace Seller access to the Platform and to all functionalities reasonably necessary for the Marketplace Seller to offer its Signals through the Platform (Signal Services). Cryptohopper shall be responsible for the legal and financial settlement of the Subscription on the Signals.
2. At any time, Cryptohopper reserves the right to make modifications to the Platform and to wholly or partially use third parties to provide the Platform.

6. Service fees and payment

1. Cryptohopper will pay the Marketplace Seller the direct revenues from the Subscriptions, minus a commission of 30 % over such revenues. In case Marketplace Seller opts for Exclusivity (clause 1.5), a commission of 15% applies instead of 30% (the Payment).
2. All Payments are deposited as credits into the account of the Marketplace Seller, after one and a half month (1.5) month, counting from the end of the calendar month in which the earnings (to which the Payment relates) were made.
3. At the request of the Marketplace Seller, these credits can be exchanged for fiat money or Bitcoins after two calendar months, counting from the end of the calendar month in which the Marketplace Seller made the request as referred to in clause 5.2.
4. The Marketplace Seller is not entitled to accept payments made directly to it by the User. In such case, the Marketplace Seller will refund the amount received to the User, report this to Cryptohopper and inform the User that payment may only take place via the Platform.
5. From the moment Marketplace Seller enters into this Agreement, Marketplace Seller shall not directly or indirectly, on its own behalf or in the service of or on behalf of others, in any capacity whatsoever, offer and/or make accessible to Users any content similar to Signals, without the intervention of Cryptohopper.
6. In the event Cryptohopper terminates the Agreement due to a non-performance of (one of) the obligations in this Agreement by Marketplace Seller, Cryptohopper shall not owe any compensation to Marketplace Seller.
7. Marketplace Seller waives its right to invoke suspension (opschorting) or settlement (verrekening) in respect of Cryptohopper.

7. Term and termination

1. This Agreement shall come into force upon the acceptance of this Terms by the Marketplace Seller and shall continue in force for an indefinite period of time, unless terminated by Cryptohopper in accordance with clause 7.2 and/or by either Party giving written notice to the other Party not less than one (1) month prior to termination.
2. Cryptohopper may terminate or cancel this Agreement with immediate effect, without notice and without being obliged to pay compensation of damages or indemnify, in the following cases:
3. there is a material change in the management, ownership or control of the Marketplace Seller;
4. the Marketplace Seller is bankrupt or in suspension of payment;
5. the Marketplace Seller is being dissolved or liquidated;
6. the Marketplace Seller is placed under guardianship or dies; or
7. due to other circumstances, the Marketplace Seller no longer has the right to freely manage its assets.
8. If the cancellation or termination by Cryptohopper is a result of Marketplace Seller's failure to meet any of its material obligations under this Agreement in full or in a timely manner, the Marketplace Seller must pay compensation of damages to or indemnify Cryptohopper.
9. The termination or cancellation of this Agreement with immediate effect in accordance with the above provisions will be done in writing, stating the reason for termination or cancellation, if any.

8. Liability and force majeure

1. Unless in the case of wilful misconduct or gross negligence on the part of Cryptohopper, Cryptohopper is not liable in any way for Marketplace Sellers’ (direct or indirect) damages or costs of whatsoever nature in connection with this Agreement, the use of the Platform, the Marketplace Seller Account, the Signals, the information shared on the Platform or in relation to the investments made through the Platform, such as, but not limited to, damages and costs due to the lack of a proper functioning of the Platform, technical faults and unlawful information on the Platform. Cryptohopper cannot be and is not responsible for compliance of Marketplace Seller’s’ legal, regulatory or other obligations.
2. Cryptohopper’s liability for indirect damages, including but not limited to consequential damages, lost profits, lost savings, reduced goodwill, loss due to business interruption, losses as a result of claims from Users and damages in connection with engagement of third parties by the Marketplace Seller, is excluded.
3. If Cryptohopper nevertheless is liable towards Marketplace Seller, this will be limited to the amount of Payments made by Cryptohopper to the Marketplace Seller during the month in which the liability causing event took place.
4. Nothing in these Terms shall exclude or limit Cryptohopper’s liability when it cannot be excluded or limited under applicable law.
5. In its activities under these Agreement, Marketplace Seller is obliged to fully comply with all applicable legislation and regulations.
6. Marketplace Seller shall indemnify Cryptohopper against any damages or costs of any kind if Marketplace Seller fails to perform its obligations under this Agreement or to comply with its legal, regulatory or other obligations.

9. Intellectual property

1. Marketplace Seller guarantees to be the exclusive owner of all intellectual property rights, such as, but not limited to patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, URL’s and web addresses, ownership rights and processes, databases, data collections (the Intellectual Property Rights) to the Profile Information, Signals, and other information/materials Marketplace Seller makes public on or uploads to the Platform.
2. Cryptohopper obtains a non-exclusive license, non-transferable and non-sublicensable license for use of any materials provided by Marketplace Seller on the Platform.
3. As long as Marketplace Seller complies with all its obligations, Marketplace Seller obtains a non-exclusive, non-transferable and non-sublicensable license for use of the Platform in accordance with this Agreement. If Marketplace Seller no longer complies with its obligations, Cryptohopper can withdraw this licence with no notice of default being required.

10. Confidentiality

1. Without prejudice to what is stipulated in the NDA, all confidential information which Cryptohopper and the Marketplace Seller exchange within the context of this Agreement and any negotiations will remain undisclosed in respect of third parties. The confidential information includes, but is not limited to, the content and scope of this Agreement. Other information is considered confidential if this results from the nature of the information or the information is explicitly regarded as confidential by Cryptohopper and/or the Marketplace Seller.
2. Cryptohopper and the Marketplace Seller will not use or disclose the confidential information for any purpose other than is necessary in connection with the execution of this Agreement.
3. Cryptohopper and the Marketplace Seller are not liable for compensation of damages or indemnification, if they are required by law to disclose the confidential information and comply with this statutory duty.

11. Code of conduct and privacy policy

1. The Code of Conduct and Privacy Policy of Cryptohopper, as amended from time to time, apply to this Agreement. The current Code of Conduct and Privacy Policy are attached as Annex I and Annex II and the most recent versions are available via our website: www.cryptohopper.com.
2. The Platform also records non-personal data. Cryptohopper may use these data to monitor the Platform, for analysis purposes and to improve the Services.
3. In the event any provision of this Agreement is contrary to the Code of Conduct, this Agreement prevails.
4. Any terms and conditions of Marketplace Seller do not apply to this Agreement.

12. Miscellaneous

1. Parties acknowledge the fact that Signal Services are a new business. Parties shall grant each other all necessary and reasonable assistance in case further formalities are required by (future) regulation and/or (re)interpretation of existing law.
2. The Marketplace Seller cannot transfer its rights and obligations under this Agreement. Cryptohopper can assign and/or transfer all rights and obligations under this Agreement to a third party, without consent from the Marketplace Seller being required.
3. Cryptohopper reserves the right to impose additional requirements at any time, under any circumstances, including due to legal requirements, as well as at its own discretion. When the Agreement is changed in a significant way, the change will then only come into force from the moment Cryptohopper has informed the Marketplace Seller.
4. After the termination of this Agreement, its provisions continue to fully apply to the Signal Services that were issued through the Platform and under this Agreement.
5. If Cryptohopper does not enforce parts of this Agreement, this cannot be regarded as a waiver of the right to enforce this at a later stage against the Marketplace Seller.
6. This Agreement cannot be amended, varied or modified by Marketplace Seller, except in writing and signed by both Parties.
7. If any provision of this Agreement is deemed unlawful, void or otherwise unenforceable, this does not affect the validity and enforceability of the remaining provisions. The unlawful, void, voidable or otherwise unenforceable part shall be deemed replaced by a valid and enforceable provision that achieves the aim and scope of the replaced provision closely.

13. Applicable law and competent court

1. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
2. All disputes arising out of or in connection with this Agreement shall be exclusively submitted to the competent court in Amsterdam.