Terms and Conditions

Last Updated 11 June, 2020

GENERAL PROVISIONS

  • These Terms of Service (“Terms”) apply to the access and use of the services such as creation or participation in live auction events (“Service”) provided by customers of Whcypher OÜ (“Seller”) which are available via the webpage www.whcypher.com (“Website”).

  • These Terms constitute an agreement between the customer (“you” or “your”) and Whcypher OÜ (registry code: 14841588; address: Rävala pst 13, Kesklinna linnaosa, Tallinn, Harju maakond, 10143) (“Whcypher”,”we”, “us” or “our”).

  • The Terms enter into force after your acceptance and become legally binding for you.

  • These Terms constitute an agreement between the customer (“you” or “your”) and Whcypher OÜ (registry code: 14841588; address: Rävala pst 13, Kesklinna linnaosa, Tallinn, Harju maakond, 10143) (“Whcypher”,”we”, “us” or “our”).

What is this Privacy Policy for?

  • In these Terms, unless the context otherwise requires or implies:

Service(s) - means the services available in the Website such as being able to create or participate in live auction events.

Listing/Delisting - is a process of adding/removing cryptocurrency in the Website.

Auction/Live Auction/Online Auction - are auctions which are happening on the Website that enable users to exchange virtual currency against virtual currency with other customers.

Seller - is the person who creates the Auction and performs the deal.

Bid - is an offer during an Auction.

Successful Bid - is a bid that closes the Auction and triggers the deal process or a bid that has been selected as the highest Bid after the Auction time has expired.

Bidder/Buyer - is a registered person that places a bid at an auction.

Auction Winner/Winner – is a customer who offered a Successful bid.

Due Diligence – is an investigation and analysis of an auction done in preparation for a Bid or Deal. The due diligence process is held between the Buyer of the auction and the Seller.

Account/User Account – is a customer account created with us and which enables you to use the Website and the Service.

Non-Disclosure Agreement (NDA) – is a contract through which Buyers and Sellers agree not to disclose information about the auction's details on the Website.

Rules - mean policies, regulations and principles within the use of the Service and the Website.

ACCOUNT REGISTRATION. ELIGIBILITY CRITERIA

  • You may need to register for an account to access some or all of our Services (“Account”). You agree to provide us with the information upon our request for the purposes of identity verification as well as preventon of money laundering, terrorism financing, fraud or any other financial crime.

  • You agree to have only one Account and to be the only beneficial owner of this Account. You shall not create multiple accounts or act on behalf of a third party.

  • To register the Account, you confirm that:

    • You are at least 18 (eighteen) years old and have full legal capacity;
    • You are not a resident of a high-risk or sanctioned jurisdictions according to the EU legislation and FATF lists;
    • You are not sanctioned by the EU, UN or USA respective authorities.
  • You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Services would be illegal or otherwise violate any applicable Rules. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Service if you are located in, or a citizen or resident of, any other jurisdiction where WhalesHeaven has determined, at its discretion, to prohibit the use of the Services. WhalesHeaven may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to these Terms. You agree to comply with these Terms even if WhalesHeaven’s methods to prevent the use of the Services are not effective or can be bypassed.

  • Once you have created an Account and your Account has been confirmed by us, you can sign in with your username (email address) and password. You also agree to keep confidential and secure any username or password used to access your Account. In order to confirm your registration, you will be sent a confirmation email to the email address you have provided.

  • After the registration, you will be granted limited access to the Service. With a limited customer status, you will be able to use services that WhalesHeaven provides, like access to the detailed view of the auctions, contact sellers, get live notifications, receive messages etc.

  • You will be able to extend your account status and become a full customer once you will provide at least one offline communication channel. As a full customer status you will be able to create auctions, place bids, contact sellers etc. Currently we support following offline channels: SMS, Telegram or E-mail.

  • You confirm that you have provided true and accurate data about yourself during the account registration or during the usage of the Services. You shall update the information if the submitted information is not accurate anymore. You shall bear any losses that occur due to submission of invalid data.

  • As long as you agree to and comply with the present Terms, WhalesHeaven grants you a personal, non-exclusive, non-transferable, non-sub licensable and limited right to enter and use the Website and the Services.

  • You agree that WhalesHeaven has the right to require information which helps us to identify and verify you.

  • WhalesHeaven has the right to suspend your usage of the website in case you fail to submit the requested information or submitted information is considered to be inaccurate or incomplete.

SERVICE

  • WhalesHeaven’s Website is only a venue where auctions are taking place.

  • We are not a Seller and are not conducting the Auctions. Our Service allows you to participate in Auctions conducted by the Seller. We are solely a passive conduit to facilitate communication between you and the Seller. We reserve the right in our sole and absolute discretion to change some or all of our Services at any time.

  • We have no control over the quality, safety, or legality of the Items advertised, the truth or accuracy of the Auctions, or the ability of Sellers to offer and the ability of Buyers to exchange virtual currency. We also do not ensure or guarantee that the Buyer or seller will actually complete a transaction.

  • WhalesHeaven does not review or evaluate Auctions, or verify the descriptions given or claims made by Sellers regarding their listed Auctions. You expressly represent that you shall comply with all local laws of any Auction that you bid upon or participate through the Website.

  • We may add or remove any cryptocurrency at its sole and absolute discretion. We may announce any such Listing or Delisting though some or all of our social media channels: (i) Telegram (ii) Facebook (iii) Twitter (iv) Reddit (v) Linkedin;

RIGHTS OF THE SELLER AND THE BUYER

  • Depending on your purpose of using the Service, you may be the Seller or the Buyer.

  • The Seller can list his\her cryptocurrency amounts and receive Bids from the Buyer. Auction information, price, data, media, timing and conditions are set by the Seller. In case the Auction was published, the Seller can not edit the Auction details.

  • The Seller may cancel a published auction. In case if the Bid was placed, the Seller will receive an applicable penalty.

  • The Seller must have the right to sell the cryptocurrency. The Seller as a person who conducts an Auction, acknowledges that the best way to sell cryptocurrency is to provide all the information necessary to the potential Buyer in a clear and understandable way. The Seller and the Buyer can communicate via chat on the Website.

  • When you create an Auction, you are obligated to provide all the information required by us. You warrant that all information concerning the Auction and cryptocurrency - is true and correct in every detail.

  • When an Auction is listed on the Website, it must not be listed for sale anywhere else.

  • You shall not make a Bid on your own Auction.

  • The cryptocurrency must match the provided description, if was not agreed otherwise with the Buyer. When you create an Auction you acknowledge and guarantee that the cryptocurrency belongs to you and that your cryptocurrency does not have any illegal affiliation.

  • We do not control the information that is provided by the Seller, which is made available through our Website. We also do not guarantee that the Seller complies with all applicable laws, Rules, and regulations required by us and Seller’s respective jurisdiction.

  • After the Successful Bid is selected, the Seller and the Buyer start the deal process.

  • We suggest both parties, the Buyer and the Seller, to have proper legal support and auditing partners for a safe and professional due diligence of the Buyer or the Seller. The Buyer and the Seller may also sign NDA between each other.

FEE AND COMMISSION

  • We may charge you fees for our Services. The fee will depend on the amount of the transaction.

  • We have the right to change fees at any time, no additional costs will be added to users without them being notified and agreed to the new terms.

  • When a cryptocurrency gets exchanged, a fee will be deducted to WhalesHeaven from the transaction (Successful Bid/Price) between the Buyer and the Seller. The fee is the WhalesHeaven's commission on a successful transaction, and is charged equally to the Seller and to the Buyer only as a result of a transaction.

LOYALTY PROGRAM

  • WhalesHeaven is the sole owner and creator of Loyalty Program, which now consists of WhalesHeaven Bounty program (the "Bounty program") and WhalesHeaven Partner program (the "Partner program").

  • By participating in the Bounty program you acknowledge that you have read, agreed and followed Bounty program rules, available at Bountry thread. You will be eliminated from the Bounty program with no right to register again if you break the rules and/or perform any prohibited actions, such as:

    • Registering multiple emails for the Bounty program;
    • Any faking, including faking original WhalesHeaven Bounty program;
    • Any other types of spamming and scamming;
  • We reserve the right to eliminate you from the Bounty program or/and refuse reward payment at any given time and for any reason without further explanations. We also reserve the right to change the Bounty program rules at any time and at our sole discretion.

  • By participating in the Partner program you acknowledge that you have read, agreed and followed Partner program rules, available at Partners page.

  • We reserve the right to eliminate you from the Partner program and/or refuse payment at any given time and for any reason without further explanations. We also reserve the right to change the Partner program rules at any time and at our sole discretion.

DATA PROTECTION

  • Privacy is very important to us. Full details of our Privacy Policy can be found at Privacy Policy. WhalesHeaven recommends you to read the Privacy Policy carefully, so that you know the data that WhalesHeaven collects, uses and who WhalesHeaven shares your data with.

THIRD-PARTY CONTENT

  • WhalesHeaven may provide information about third-party products, services, activities or events, or may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). WhalesHeaven provides Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. WhalesHeaven does not control or endorse, and makes no representations or warranties regarding any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

KNOW YOUR CUSTOMER (KYC) POLICIES

  • In some cases, we will require from you additional information to identify and verify your identity and source of funds. To create, maintain or upgrade your Account, you will be required to provide WhalesHeaven with all the necessary and requested information.

LIMITED RIGHT OF USE. INTELLECTUAL PROPERTY.

  • Unless otherwise specified, all materials on this Website are the property of WhalesHeaven and are protected by copyright, trademark and other applicable laws. You may view, print and/or download a copy of the materials from this Website on any single computer solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

  • The trademarks, service marks and logos of WhalesHeaven and others used in this Website (“Trademarks”) are the property of WhalesHeaven and their respective owners. The Trademarks and other materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated.

  • When accessing the Service, you shall not: (i) negatively interfere with other customers; (ii) damage, disable or in any way disrupt the Website or the Services; (iii) conduct, pay for, support or in any way be involved in any illegal activities, including but not limited to money laundering, terrorist financing, fraud, illegal gambling, illegal weapons sale and drug trafficking; (iv) use any automated means or interface to access Services or to extract data; (v) use another customer’s account; (vi) provide false or misleading information to us.

  • You shall not use the Service to promote or sell a cryptocurrency associated with:

    • Content that advocates against an individual, group, or organization;
    • Recreational drugs and drug-related content;
    • Hacking and cracking content;
    • Pages that offer compensation programs;
    • Misrepresentative content;
    • Violent content;
    • Weapon-related content;
    • Content that enables dishonest behaviour;
    • Illegal content.
  • We do not control the information that is provided by the Seller, which is made available through the Website. We also do not guarantee that the Seller complies with all applicable laws, rules, and regulations required by their respective country and by WhalesHeaven.

LIMITATION OF LIABILITIES. INDEMNITIES

  • To the extent permitted by law, WhalesHeaven shall not be liable for any damages, losses of profit, usage or data, loss of business, failure to use the Services, customers misunderstanding of Services or any other loss originated from negligence or fraud or otherwise arising out of or connected to the Services or these Terms.

  • You shall at all times defend, indemnify and hold WhalesHeaven, its shareholders, members, partners, officers, directors, employees, agents, parent, subsidiaries, affiliates, joint venturers, and successors and assigns, harmless from, and against, any and all causes of action, suits, claims, demands, judgments, liabilities, losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorney's fees) of any nature or kind, arising under or resulting from:

    • Your use, purchase, or distribution of any products in violation of any Rules;
    • Your use of the Service on the Website in connection with the purchase of any products subject to any Rules;
    • Your alleged or actual violation or breach of any Rules.
  • The Service is provided on an “as is” and “as available” basis without any warranty or representation expressed or implied. WhalesHeaven does not make any representations or give warranties that the access to the Website, use of the Service, functionality of Account will be continuous, uninterrupted, timely or error-free.

  • You understand and agree that WhalesHeaven shall not be liable in connection with any force majeure event, including labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, strikes, acts or orders of government authority, acts of terrorism or war, technological change, changes in interest rates or virtual currencies or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

TAXES. COMPLIANCE WITH LOCAL REGULATIONS

  • It is your responsibility to comply with local laws in respect to the legal usage of the Services and the regulatory qualification of virtual currencies in your jurisdiction.

  • You are responsible for determining what taxes apply and in which measure to the authorised use of the Services. You should report and remit the correct taxes to the appropriate tax authority. WhalesHeaven is not responsible for determining your tax obligations.

MISCELLANEOUS

  • If WhalesHeaven is unable to perform the Services outlined in the Terms due to factors beyond our control including but not limited to an event of Force Majeure, change of law or change in sanctions policy, WhalesHeaven shall not be liable for the Services provided under these Terms during the time period coincident with the event.

  • These Terms set forth the entire understanding between WhalesHeaven and you with respect to the Service. You agree to rely only on the Terms alone. These Terms supersede any previous statements made by WhalesHeaven.

  • If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

  • No failure of WhalesHeaven to exercise any right, power or privilege under these Terms is deemed to be a waiver thereof, nor any partial exercise of a right, power or privilege should preclude the exercise of the entire or other right, power or privilege.

  • You may not assign any of the rights conferred to you under these Terms without prior written consent from WhalesHeaven. WhalesHeaven may assign any right or obligation under these Terms without any notice to or consent from you.

  • These Terms are provided in English. Any translation has the sole purpose of being convenient for you. In case of any inconsistency, contradiction or doubt, the English version of these Terms shall prevail.

JURISDICTION

  • The Terms shall be governed and construed in accordance with the law of Estonia. You hereto agree to irrevocably submit to the exclusive jurisdiction of the courts of Estonia.

TERMINATION AND SUSPENSION

  • You may terminate the agreement with WhalesHeaven at any time on the basis provided by law.

  • You agree that WhalesHeaven may terminate the agreement with you and suspend or cancel your Account in case of, but not limited to, (i) non-conformity to the requirements from these Terms, (ii) a requirement from any applicable law to which WhalesHeaven is subject in any jurisdiction, (iii) an order from a court or other governmental authority (iv) unusual, unauthorised or fraudulent activity in your Account (v) false, misleading, inaccurate, incomplete or outdated information; (vi) your usage of the Account in bad faith or to collusion in any way to reduce the amount of fees that would ordinarily be payable to us; (vii) in our sole discretion, the provision of the Services to you is resulting in an unreasonable load on our servers or WhealsHeaven’s other services; (viii) any other reasons that WhalesHeaven deems relevant for termination of the Terms between You and WhalesHeaven and suspension or cancelation of your Account;

  • Without limiting WhalesHeaven’s other rights arising under these Terms, we may suspend or cancel your Account and your use of the Services at any time, with or without notice to you, and for any reason in our absolute discretion.

  • You agree:

    • We may suspend the Services at any time including without limitation, during or after an Auction publishing;
    • Our suspension of the Services may, in our sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time;
    • We may in our sole discretion reactivate the Services and your Account for you at any time following suspension;
    • During a suspension of your Account, any Listings/Auctions will be suspended or terminated (as determined by us in our sole and absolute discretion).
  • WhalesHeaven shall have the right to file claims against you or your legal representative for compensation. Upon termination, suspension or cancellation on the basis of the previous clauses, you will be denied access to the Services temporary or permanently.

CONTACT

  • If you have any questions relating to these Terms, your rights and obligations arising from these Terms and/or your use of the Website and the Service, your Account or any other matter, please contact [email protected]