Terms and Conditions

This Agreement is a contract between you and WhalesHeaven OÜ (the "Company") and applies to your use of the Company services (the "Services"). In this document the terms “we,” “us,” “our,” and “Company” refer to WhalesHeaven OÜ. The terms “you” and “your” refer to the reader.

Introduction
  • Welcome to Companys' User Agreement (the "Agreement"). This Agreement contains terms and conditions applicable to your use of the services we provided on Whalesheaven.com website, as well as your participation in live auction events conducted by other members (The “Seller”) of “Whalesheaven.com” marketplace.
  • By using the services on Whalesheaven.com website (the "Platform") you are agreeing to the following terms and conditions, as well as rules of website use.
  • Before you may become a member of Whalesheaven.com website, you must read and accept all of the terms and conditions and our Privacy Policy whether such terms and conditions are contained in the primary document itself or are hyperlinked to related documents. We strongly recommend that, as you read this Agreement, you also access and read our Privacy Policy.
  • You acknowledge and agree that we may amend this Agreement at any time, and from time to time, by posting the amended terms on our website. Unless, and only to the extent, expressly stated to the contrary herein, all amended terms and conditions shall automatically be effective on a prospective basis once they are posted on our site. Accordingly, you are encouraged to periodically review our terms of use for any such changes and/or amendments.
  • Definitions
  • In these terms and conditions, unless the context otherwise requires or implies:
    Auction/Live Auction/Online Auction – are auctions conducted on a website that enable users to exchange cryptocurrencies with other users.
    Seller – a person who has the RIGHT to sell a cryptocurrency and uses Whalesheaven.com website to advertise his sale.
    Auction Winner/Winner – The final bidder nominated by the Platform.
    Cryptocurrency – is a digital or virtual currency that is secured by cryptography and which existance is based on public blockchain or blockchains.
    Average market price – is a price of an asset calculated based on multiple external price sources.
    Auction lot – refer to a defined amount of specific Cryptocurrency (incliding all associated Seller's requirements and requests) offered of the Platform by Seller.
    Bid – an offer (a certain margin or discount over average market price) for an Auction lot.
    Successful Bid – a bid that has been accepted on a live auction.
    Bidder/Buyer – A registered person placing a bid at the Auction.
    Fees – a charge or payment for Whalesheaven.com services.
    Funds uploading status – a status of uploading funds to Multisig wallet by Seller after auction creation or by Buyer after bid placement.
    Trust rating – a numerical value representing a maximum total nominal value, derived from deals history of a User
    Deal – a process of swapping cryptocurrencies between Seller and Auction winner though Multisig wallets.
    Multisig wallet – a cryptocurrency wallet, that requires Platform's and User approval for Spending transaction.
    Spending transaction – an act of transfere of an amount of cryptocurrency from one wallet to another on the same blockchain.
    Revert spending transaction – a spending transaction, that will revert all transactions that provided the Multisig wallet's balance.
    Account/User Account – a user account created with Whalesheaven.com which enables you to use www.Whalesheaven.com website and its Services.
    Pricing – refer to pricing on Whalesheaven.com website (including fees)
    Rules – Policies, regulations and principles within the use of Whalesheaven.com website services.
  • Registration
  • To be able to bid on an Online Auction or create an Auction, you agree to create a User Account (Whalesheaven.com account) with Company (Whalesheaven.com) in order to use the Services. Once you have created a User Account at https://www.whalesheaven.com/users/sign_up and your Account has been confirmed you can now 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 Whalesheaven.com account. In order to confirm your registration, you will be sent a confirmation email to the email address you have provided.
  • You agree to receive emails from Whalesheaven.com (including email confirmation links, as well as announcements from Company, Company’s newsletter and promotional offers), receiving emails from Whalesheaven.com can be changed to your preference later on. Collected information will not be shared with any third party and complies with our stated Privacy Policy.
  • All users of the services must be 18 years of age or older. By creating a user account, you represent and warrant to Whalesheaven.com that you are 18 years of age or older and you can form legally binding agreements under applicable law.
  • Once you are logged in to Whalesheaven.com, you will be granted a full access to “Whalesheaven.com” website. As a Whalesheaven.com member you will be able to use all the services Whalesheaven.com provides, like access to the detailed view of the auctions, create auctions, place bids, contact sellers, receive messages, get live notifications and etc.
  • You agree to only maintain one user account in relation to your use of the services Whalesheaven.com website.
  • User identification
  • As part of the registration process in order to be able to place a Bid or create an Online Auction you may be asked to verify your identification and provide your basic contact information on your Whalesheaven.com user profile page (necessary fields to fill will be marked as “required”).
  • You warrant that all information provided on your Whalesheaven.com user profile page - is true and correct in every detail.
  • Platform IS ONLY A VENUE
  • We (Company) are not a Seller and are not Conducting the auctions. Our Service allows you to participate in Auctions conducted by the other users of the marketplace (the Sellers). 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 Auction Lot advertised, the truth or accuracy of the Auction, or the ability of Sellers to sell and the ability of Buyers to buy the Auction lot. We also do not ensure or guarantee that the Buyer or Seller will actually complete a Deal.
  • Company does not review or evaluate the Auction Lot auctioned, or verify the descriptions given or claims made by Sellers regarding their Auction Lots listed. You expressly represent that you shall comply with all local laws of any Auction Lot that you create Auction for, or bid upon through Whalesheaven.com.
  • You shall at all times defend, indemnify and hold Company, its shareholders, members, partners, officers, directors, employees, agents, parent, subsidiaries, affiliates, joint venturers, successors and assigns, in 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 Regulations.
  • Your use of Whalesheaven.com in connection with the purchase of any products subject to any Regulations.
  • Your alleged or actual violation or breach of any Regulations.
  • Since we not acting as a broker/dealer, in the event that you have a dispute with a Seller or with a Buyer, you hereby release Company (and our shareholders, members, partners, officers, directors, employees, agents, parent, subsidiaries, affiliates, joint venturers, successors and assigns) from causes of action, suits, claims, demands, judgments, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
  • The seller
  • The Seller can create the Auction on which a Buyer may Bid. Auction information, terms, data, media, timing and conditions are set by the seller and can't be changed after auction was published on the Platform and become available to Buyers. If an Auction lot nominal value exceeds Seller's Trust rating, the Platform has the right ask the Seller to upload whole Auction lot amount to Multisig wallet prior to publish the Auction.
  • Before the very first bid is placed on the Auction or before the Buyout offer is placed, the Seller has the right to unpublish the auction. The unpublished auction will still be available under the same URL, with its status information changed accordingly. The Seller won't be penalized for auction termination in such case.
  • By creating an auction you explicitly confirm that:
  • You have the RIGHT to sell the Auction lot.
  • You acknowledge that the best way to sell the Auction lot is to provide all the information necessary to the potential Buyer in a clear and understandable way, same as replying incoming messages on Whalesheaven.com.
  • You are obligated to provide all the information required by Whalesheaven.com.
  • You warrant that all information concerning the Auction lot - is true and correct in every detail.
  • When an Auction is listed on Whalesheaven.com, it is not listed for sale anywhere else.
  • You may not Bid on your own Auction.
  • The Auction lot must match the provided description.
  • When you create an Auction you claim that the Auction lot is by all means LEGAL and Selling it is not breaking any criminal laws.
  • The Platform has the right to limit Seller's ability to publish an Auction, or a set of Auctions, whose total nominal value exceeds Seller's Trust rating. In such case, the Platform may provide such ability to Seller at Platform's discretion with additional requirements.
  • The Platform do not control the information that is provided by the Seller, which is made available through our system. We also do not guarantee that the Seller complies with all applicable laws, rules, and regulations required by Whalesheaven.com.
  • The buyer
  • The Buyer can place the Bid on the Auction using Platform Services. If an Auction lot nominal value exceeds Buyer's Trust rating, the Platform will ask the Buyer to upload funds, partially or in full, to Multisig wallet to confirm his intention to place the Bid. If, in such case, the Buyer fails to upload funds prior to Auction resolvation, the Platform reservies the right to neglect the Bid.
  • The Platform has the right to limit Buyer's ability to place a Bid or a Buyout, or a set of Bids or Buyouts, whose total nominal value exceeds Buyer's Trust rating. In such case, the Platform may provide such ability to Buyer at Platform's discretion with additional requirements.
  • The Platform do not guarantee that the Buyer complies with all applicable laws, rules, and regulations required by Whalesheaven.com.
  • Auction resolvation
  • When the Auction is being resolved, the Platform reserves the right to prioretize bids based on Funds uploading status and thier respective value. The Platform will first prioretize Bids with funds uploaded and will naturally select the Bid with the biggest value. In the case of absence of bids with uploaded funds, The Platform will naturally select the Bid with the biggest value from all placed bids.
  • In case of absence of bids, the Platform will mark auction as "Expired" and the Auction will be terminated without a Deal. The Seller won't be penalized in such case. In case the Seller has uploaded funds to Multisig wallet, the Platform will generate the Revert spending transaction, signed by the Platform, and will provide that transaction to the Seller. The Platfrom fee will not be withholded in such case.
  • When Auction runtime will expire or Buyer will place a Buyout, the Platform will ask Seller and Buyer (individually "Party" or collectively "Parties") to proceed through the Deal. Failure to perform the Deal will be considered by the Platform as reputational damage to the Platform and cause penalty measures agains failing Party as explained below:
  • In case if failing Party's Trust rating is not exceeded, the Platform will decrease Party's Trust rating, by amount calculated from Auction lot's nominal value. In case funds were uploaded to Multisig wallet, the Platform will generate the Revert spending transaction, signed by the Platform, and will provide that transaction to the Party. The Platfrom fee will not be withholded in such case.
  • In case if failing Party's Trust rating was exceeded, the Platform will generate the Revert spending transaction and will provide that transaction to the Party. The Platfrom reserves its right to withholded Platform's fee plus fine and will not decrease Party's Trust rating in such case.
  • Pricing/Commision
  • For its services, Company may charge you Fees. Pricing information will always be clear, understandable and easy accessible on Whalesheaven.com website (www.Whalesheaven.com). Company has the right to change Pricing or its Fees at any time, no additional costs will be added to users without them being notified and agreed to the new terms.
  • When the Auction lot is sold on the Platform, a Success Fee will be deducted to Company from the transaction between the Buyer and the Seller. The Success Fee is Company’s Commission on a successful deal, and is devided evenly between the Buyer and the Seller.
  • The applicable pricing will be notified to Seller before the Auction publication or to the Buyer before placing the Bid.
  • Acceptable use policy (prohibited content)
  • The auctions individual members take can have a big impact on our system as a whole. That’s why all Company users must follow all Company’s Rules and Policies in their use of Whalesheaven.com Services. If you violate this policy, we may suspend or terminate your account. We may also suspend or terminate accounts according to our Terms where we see behaviour, content, or other factors that poses a threat to our system.
  • You agree not to use the Platform to promote/sell anything offensive and illegal, or to harass anyone in any way. You may not use Whalesheaven.com services to promote/sell an Auction lot, which details and description contains any of the following:
  • Adult content
  • 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
  • You also agree not to use the Platform to promote/sell any cryptocurrency that were involved in any of the following actions:
  • Illegal weapon sales
  • Human trafficing
  • illegal recreational drugs sales
  • Any kind of cyber crime
  • Terrorism financing
  • Money laundering
  • Violation of any case mentioned in this section above may and will result in termination of an auction and temoparily or permanent suspention of your User Account.
  • Confidentiality
  • In the event that we receive a subpoena or validly issued administrative or judicial process requesting any of the documents or other materials or other disclosure of any of the information contained on the Platform, you shall be promptly notified and tender the defense of such demand. Unless the demand shall be timely limited, quashed or extended, we shall thereafter be entitled to comply with that demand to the extent required by law. If requested, you shall cooperate at your expense, in the defense of such demand.
  • Suspension of the services
  • Without limiting Company’s other rights arising under this Agreement, Company may suspend your Auction, your ongoing Deal, your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:
  • Company considers that you have breached any of your obligations to Company under this Agreement;
  • Company considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to Company;
  • you are using your User Account or the Services for illegal or fraudulent means or in a manner which Company in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
  • in Company’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Company’s servers or Company’s other services;
  • if a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of Company's notice and takedown procedures which may be found here; or
  • You agree:
  • Company may suspend the Services at any time including without limitation, during or after a Auction
  • Company’s suspension of the Services may, in Company’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
  • Company may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.
  • During a suspension of your User Account, any Auctions will be suspended or terminated (as determined by us in our sole and absolute discretion).
  • Force Majeure
  • Neither party shall be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond it's control and without it's fault or negligence, such as acts of God, acts of civil or military authority, current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers.
  • Limitation of Liability
  • WE WILL MAKE A REASONABLE EFFORT TO MAINTAIN THE CURRENCY OF SOFTWARE RELEASES, BUG FIXES AND SECURITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN THE EVENT OF ANY BREACH OR ALLEGATION OF BREACH HEREUNDER, OUR SOLE LIABILITY AND YOUR SOLE REMEDY WILL BE, IF ANY, A REFUND OR CREDIT OF FEES BILLED TO YOU FOR OUR SERVICES ON A PRO-RATA BASIS. IN NO EVENT WILL WE BE LIABLE FOR THE RE-CREATION OR RECONSTRUCTION OF ANY OF YOUR MATERIALS OR CONTENT, OR FOR SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF BUSINESS PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL LOSSES. IN NO EVENT SHALL OUR LIABILITY TO YOU, IF ANY, HEREUNDER EXCEED THE AMOUNTS PAYABLE TO US, IN THE AGGREGATE, DURING THE TERM OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
  • We are not responsible for any content placed on, or at any time incorporated into the Pltform by you or other persons outside of our control. Additionally, we hereby specifically reserve the right to withdraw service at any time if for any reason we deem your use of the Pltform to be disruptive, offensive, damaging or harmful to our reputation or business.