Terms of Service

1. Acceptance of Terms

By accessing and using Holdyn ("the Platform," "we," "us," or "our"), you agree to be bound by these Terms of Service. Holdyn is a secure payment protection platform where funds are held safely by Stripe until the agreed transaction conditions have been satisfied. If you disagree with any part of these terms, you may not access the service. These terms constitute a legally binding agreement between you and Holdyn.

2. Description of Service

Holdyn provides a secure payment protection and transaction management platform designed to protect both senders and beneficiaries in business transactions. Funds are held securely by Stripe, a licensed payment processor. Our services include:

• Secure Payment Protection: Funds are held securely by Stripe until the agreed transaction conditions have been satisfied
• Five Transaction Types: Simple (one-time), Multi-stage / Event-based (project milestones), Recurring (scheduled repeats), Deposit (held and returned to the depositor), and Direct (instant peer-to-peer wallet transfer with no contract terms or conditional release)
• Multi-stage Payments: Break projects into multiple Simple payment stages with conditional fund releases
• Recurring & Deposit Transactions: Scheduled recurring payments and security deposits with explicit return dates
• Self-Mediation: Structured propose-and-respond flow for disputed transactions, allowing parties to allocate held funds without admin intervention
• Mutual Release: Both parties sign off to release all remaining held funds at once
• Amendments: Post-activation changes to transaction terms, requiring acceptance from both parties
• Compliance Review: Automated review of certain transactions to comply with applicable financial-services regulations
• Transaction Creation: Create, sign, and manage detailed payment transactions with custom terms
• E-Signatures: Electronic signature capture for legally binding transaction approvals
• Dispute Resolution: Built-in mediation process for disagreements between parties
• Automatic Release: Automatic fund release after delivery within configurable approval windows (1-30 days)
• Built-in Messaging: Direct communication between transaction parties with file sharing
• Holdyn AI Assistant: AI-powered help for understanding transactions and terms
• Notification Services: Multi-channel alerts (in-app, email, SMS) for transaction events
• Calendar & Deadline Tracking: Payment-stage reminders and deadline management
• Recurring Transactions: Auto-renewal options for ongoing business relationships
• PDF Export: Download and share transaction documents

3. User Accounts and Verification

To use our service, you must create an account and complete verification. Requirements include:

• Age Requirement: You must be at least 18 years old to use Holdyn
• Email Verification: Verify your email address to activate your account
• Registration Options: Create an account with email/password or sign in with Google
• Accurate Information: Provide truthful and complete personal/business information
• KYC Verification: Complete Know Your Customer verification for payment processing
• Stripe Account: Connect a Stripe account for receiving and sending payments
• Account Security: Maintain strong passwords and protect your login credentials
• Unauthorized Access: Notify us immediately of any unauthorized account access
• Account Responsibility: You are responsible for all activities under your account

Account statuses include: incomplete (basic profile not yet finished), pending_stripe (waiting on Stripe identity verification), active (fully verified — full platform functionality enabled), suspended (temporarily restricted pending review), and deleted (account closed at user request, with regulatory data retention applied). Full platform functionality requires active status.

4. User Roles

Users participate in transactions as one of two roles:

• Sender: The party funding the transaction. The Sender authorizes the funds to be held by Stripe and approves milestone deliveries (or sets up auto-release on a Release Date)
• Beneficiary: The party receiving funds upon milestone completion or auto-release

Users can act as both sender and beneficiary across different transactions. Both parties must approve transactions before they become active.

4.1 Guest Counterparty

A counterparty does not need a Holdyn account to participate in a transaction. The Guest Counterparty flow uses a four-phase progressive verification model:

• Phase 1 — Magic-Link Session: The guest receives a secure email link that opens a scoped session for one specific transaction. The session is valid for a sliding 60-minute window with a hard 12-hour cap before re-redemption is required
• Phase 2 — Step-Up Verification: Money-moving actions (funding, withdrawing, signing, disputing) require an additional one-time email code (OTP) bound to the same email address the magic link was delivered to
• Phase 3 — Onboarding to Claim: When a guest is a Beneficiary on a completed transaction, they have thirty (30) days to register a Holdyn account and complete Stripe Identity verification to claim their funds. If onboarding is not completed in time, held funds are automatically returned to the Sender
• Phase 4 — Mandatory Account on Escalation: If the transaction enters dispute, mediation, or compliance review, the guest must register a full Holdyn account before any further write actions are permitted

By initiating a guest invitation, the Sender confirms that the counterparty’s email is accurate and that the counterparty consents to receiving a magic-link invitation from Holdyn. Guest participants accept a lightweight set of guest terms on first redemption, distinct from the registered-user Terms of Service.

5. Fees and Payments

Holdyn uses a transparent, geography-based fee model for protected transactions:

• Domestic Transaction Fee: 1.5% of the transaction amount (capped at $1,500)
• International Transaction Fee: 2.5% of the transaction amount (capped at $2,500)
• Fee Allocation: At transaction creation, the Sender may choose to cover the fee entirely, have it deducted from the Beneficiary's released amount, or split it 50/50 between both parties. The default allocation is Sender-pays
• When Charged: The Protected Transaction fee is charged when funds are first secured. For single-stage transactions and ‘fund all upfront’ deals, this is once at funding. For multi-stage transactions using ‘fund per payment’ (and recurring transactions using ‘per payment event’ funding), the fee applies to each tranche as it is secured. In all cases, fees already charged are non-refundable
• Wallet Charges: No Holdyn platform fee (only Stripe processing fees apply)
• Wallet Withdrawals: Standard 0.5% (capped $15, settles in 1–3 business days), Express 1.5% (no cap, settles in minutes when supported)
• Wallet Transfers: Free ($0)
• Payout Path: All released funds settle into the Beneficiary’s Holdyn Wallet first. The Beneficiary then chooses Standard or Express withdraw from the wallet. There is no separate release-to-bank rail
• FX Conversion: All Protected Transactions are denominated in USD. Wallet funding and withdrawals can be in any Stripe-supported currency, with automatic conversion to/from USD at Stripe’s mid-market rate plus a 1.5% Holdyn FX conversion fee
• Currency: Transactions are settled in USD. Multi-currency wallet operations are described above
• Returns: Held funds returned to the Sender follow dispute resolution outcomes, mutual release, cancellation policies, or compliance rejection (where applicable)

All payment processing is handled securely through Stripe with bank-grade security. For detailed pricing information, please visit our Pricing page.

6. Transaction Lifecycle

Transactions on Holdyn follow a defined lifecycle. The states below appear in your dashboard and may also be referenced in support communications:

Pre-activation states

• Draft: Transaction is being created and edited; not yet sent to the counterparty
• Pending: Invitation sent; awaiting counterparty acceptance and both signatures
• Awaiting Funding: Both parties have signed but the Sender’s wallet is short; a one-click top-up advances the transaction
• Funding Initiated: Payment is in flight on a bank rail (ACH, wire); funds will land within 1–5 business days. Card and wallet rails skip this state
• In Review: Compliance hold — activation, funding, and release are paused until an admin clears the review (typically 1–2 business days)

Live states

• Active: Both parties have signed and funds are in Secure Hold; milestones can execute
• Mediation Proposed: A Self-Mediation proposal is pending counterparty response
• Disputed: A dispute has been filed; held funds are frozen until resolution

Terminal states

• Completed: All funds released; transaction successfully concluded
• Cancelled: Full cancellation; all held funds returned to the Sender
• Cancelled (Partial): Some stages already executed before cancellation; the executed portion stayed with the Beneficiary, the remainder was returned to the Sender
• Expired: Invitation or activation deadline passed without completion
• Rejected: Compliance review concluded with rejection by an admin; held funds (if any) returned to the Sender
• Archived: Terminal state for record-keeping after a transaction has fully resolved

7. Payment Stages and Fund Release

Transactions consist of one or more payment stages (Simple, Recurring, or Deposit blocks), each with its own payment terms:

• Stage Triggers: Manual, timeframe-based, or fixed-date
• Release Modes: Automatic (releases on the configured Release Date) or Manual (requires explicit Sender approval)
• Approval Window: Configurable 1–30 day period for the Sender to approve or dispute delivery
• Delivery Notes: Beneficiaries can submit notes and documentation with deliveries
• Extension Requests: Either party can request deadline extensions; the other party must approve
• Automatic Release: If the Sender does not respond within the approval window, funds release automatically on the configured Release Date
• Currency: All transaction amounts are denominated in US Dollars (USD). Wallet operations may involve other currencies via Stripe with automatic conversion (see Section 5)

All amounts are stored and processed internally in minor units (cents) for precision.

8. Dispute Resolution

Holdyn doesn’t leave dispute resolution to chance. If a disagreement arises, the transaction freezes automatically — protecting both sides until it is resolved. No funds move. From there, both parties choose how to proceed, through one of three resolution paths:

• Dispute Window: Either party may file a dispute within thirty (30) days of a payment stage completing. After the 30-day window, that specific stage is final and may not be disputed
• Filing: Either party can file a dispute on the transaction or a specific milestone
• Fund Lock: When a dispute is filed, all held funds are immediately frozen pending resolution
• Path 1 — Direct Resolution (Self-Mediation): Either party can propose a partial allocation (return $X to the Sender, leave $Y held for the Beneficiary), with an optional note and up to 10 evidence files (PDF, JPEG, PNG, GIF; 10MB each). The counterparty may Accept, Counter-offer, or Reject. On Accept of a partial-return proposal, only the agreed return leg fires; any portion still allocated to the Beneficiary remains in Secure Hold and releases under normal release rules (manual or auto-release on the Release Date). The Holdyn platform supports this process, keeping the conversation structured and the outcome documented
• Path 2 — Holdyn-Facilitated Mediation: If a neutral hand is needed, Holdyn administrators review the case impartially based on transaction terms, submitted evidence, and communication history
• Path 3 — External Resolution: For disputes that require external resolution — legal proceedings, arbitration, or a professional mediator — Holdyn facilitates the process and executes fund distribution through Stripe according to the binding outcome reached externally. The funds stay protected throughout
• Mutual Release: Outside of dispute, both parties may at any time sign off to release all remaining held funds at once
• Resolution Outcomes: Favor Sender, favor Beneficiary, partial split, or full return. For deposit-type transactions, the determination is whether the deposit is returned to the depositor or forfeited
• Status Flow: Open → Under Review → Resolved or Escalated → Closed

By using Holdyn, you agree to participate in good faith in the dispute resolution process. Funds release only once a real resolution is reached through the chosen path. Where the parties elect Holdyn-facilitated mediation (Path 2), you agree to accept the final determination of Holdyn administrators as binding for the purposes of fund distribution.

9. Electronic Signatures

Holdyn uses electronic signatures for transaction approvals:

• E-signatures are captured when approving transactions
• Signature snapshots are stored securely for audit trails
• E-signatures are legally binding under applicable electronic signature laws
• Both parties must sign for a transaction to become active

Legal Validity: Electronic signatures on Holdyn are intended to be legally binding and enforceable under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the Uniform Electronic Transactions Act (UETA), and similar laws in other jurisdictions. By using our e-signature feature, you agree that your electronic signature has the same legal effect as a handwritten signature.

10. Messaging and Communication

Holdyn provides built-in messaging between transaction parties:

• Direct one-to-one conversations between senders and beneficiaries
• File and image sharing capabilities
• Message history is retained for record-keeping
• Messages may be reviewed in case of disputes
• Users must communicate respectfully and professionally

11. Holdyn AI Assistant

Holdyn offers an AI-powered assistant (Holdyn AI) to help users in two distinct ways:

11.1 Transaction Drafting

• You may use Holdyn AI to assist you in drafting a transaction by describing the deal in natural language or uploading a contract or invoice
• The AI extracts proposed fields (title, description, parties, amounts, dates, milestones, custom terms) into a draft for your review
• You retain full control: no transaction is created until you explicitly review the draft and confirm finalization. The AI cannot finalize a transaction on its own
• The AI is a drafting aid, not a legal authority. AI-generated text does not constitute legal, tax, or financial advice. You are responsible for reviewing all terms before signing

11.2 Transaction Q&A

• Ask natural-language questions about your existing transactions, status, milestones, and platform features
• The AI has access to your own transaction data to provide context-aware responses; it does not access other users’ data
• AI responses are informational only and do not constitute legal, tax, or financial advice

12. User Responsibilities

By using Holdyn, you agree to:

• Comply with all applicable local, state, national, and international laws
• Provide accurate information in transactions and communications
• Act in good faith when fulfilling transaction obligations
• Respond to milestone deliveries within reasonable timeframes
• Not use the platform for illegal activities, fraud, or money laundering
• Not attempt to circumvent platform security or payment protections
• Respect intellectual property rights of all parties
• Maintain appropriate security measures for your account

13. Prohibited Activities

The following activities are strictly prohibited:

• Fraudulent transactions or misrepresentation of services
• Money laundering or financing of illegal activities
• Creating fake accounts or impersonating others
• Filing false disputes or providing false evidence
• Harassment, abuse, or threatening behavior toward other users
• Attempting to bypass payment protections through off-platform payments
• Sharing account credentials with unauthorized parties
• Using automated systems to abuse platform features

14. Data Usage and Privacy

We handle your data according to our Privacy Policy, including:

• Secure Storage: Transactions and documents stored with encryption
• KYC Data: Identity verification data is encrypted and protected
• Payment Data: Handled securely through Stripe (we do not store card details)
• Confidentiality: Business information treated as confidential
• Backups: Regular backups of user data for disaster recovery
• Retention: Data retained according to legal and business requirements; transaction records retained for seven (7) years per applicable financial-services regulations
• Third-Party Service Providers: Data is shared only with essential vendors that support specific platform functions, including:
  • Stripe, Inc. — payment processing, fund custody, identity verification (KYC), and money transmission
  • Google LLC — OAuth sign-in (only if you choose to sign in with Google)
  • Twilio Inc. — SMS verification and one-time passcode (OTP) delivery
  • Anthropic, PBC — large-language-model inference for the Holdyn AI assistant and transaction-drafting feature
  • Amazon Web Services (AWS) — cloud hosting and S3 file storage for attachments and signatures
  • Email service providers — transactional email delivery (account verification, notifications, dispute updates)
  • Sentry — error tracking and observability (error context including IP and request metadata)
  • OpenExchangeRates — foreign-exchange rate data for FX conversion display
  • Expo (Push Notification Service) — mobile push notification delivery for the Holdyn iOS and Android apps
• Data is never sold to third parties. Sharing with the providers above is limited to what each provider needs to perform its function

15. Intellectual Property

Regarding intellectual property rights:

• The Holdyn platform, logo, and branding are owned by Holdyn
• Users retain ownership of content they upload to the platform
• Users grant Holdyn a license to display and process their content for service delivery
• Transaction content remains the property of the respective parties

16. Service Availability

While we strive for high availability:

• We do not guarantee uninterrupted or error-free service
• We may perform maintenance with advance notice when possible
• We are not liable for losses due to service interruptions
• Third-party services (Stripe, AWS) are subject to their own availability

17. Limitation of Liability

To the maximum extent permitted by law:

• Holdyn is not liable for disputes between users beyond facilitating resolution
• We are not responsible for the quality of work delivered between parties
• Our liability is limited to fees paid for the specific transaction in question
• We are not liable for indirect, incidental, or consequential damages
• Users are responsible for their own tax obligations

18. Indemnification

You agree to indemnify and hold harmless Holdyn, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the platform, violation of these terms, or infringement of any third-party rights.

19. Termination

Regarding account termination:

• You may close your account at any time (pending transactions must be resolved first)
• We may suspend or terminate accounts for violations of these terms
• We may suspend accounts pending investigation of suspicious activity
• Upon termination, held funds will be handled according to transaction terms
• We may modify or discontinue services with reasonable notice

20. Modifications to Terms

We reserve the right to modify these Terms of Service at any time. Material changes will be communicated via email or platform notification. Continued use of the platform after changes constitutes acceptance of the modified terms. We encourage you to review these terms periodically.

21. Governing Law

These terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law principles. Any disputes arising from these terms or your use of the platform shall first be addressed through Holdyn’s built-in dispute resolution paths (direct resolution between parties or Holdyn-facilitated mediation). Disputes that cannot be resolved through those paths shall be resolved through binding arbitration or, where applicable law requires, in the state or federal courts located in Delaware.

22. Contact Information

For questions about these terms or our services:

• Use the Support Tickets section in your dashboard
• Visit our Contact page at holdyn.io/contact
• Email us at support@holdyn.io

We aim to respond to all inquiries within 24-48 business hours.