Customer Agreement

Last Revised on August 29, 2024

This Customer Agreement ("Agreement") is between you and Layer 2 Financial Inc. ("Layer2," "we," or "us"). This Agreement governs your use of the services provided by or on behalf of Layer2, as described herein (collectively "Services"), including, without limitation, the services and functionality provided through our website, technology software, and APIs (collectively "Platform").

This Agreement governs your access to and use of the Services. Please read this Agreement carefully as it includes important information about your legal rights. By accessing and/or using the Services, you agree to this Agreement. If you do not understand or agree to this Agreement, do not use the Services.

General

Overview of Services

Through the Services, you may be eligible to:

  • Purchase and sell Digital Assets (including for Fiat Currency or other Digital Assets)
  • Send and receive Digital Assets and Fiat Currency
  • Convert Fiat Currency balances to balances in other supported Fiat Currencies

For supported Digital Assets and Fiat Currencies, visit https://docs.layer2financial.com/guides/assets/.

Third-Party Platforms

Our Services may integrate with certain third-party platforms ("Third-Party Platforms"). You agree that such Third-Party Platforms may have additional terms and conditions.

Digital Assets

You acknowledge and agree that Digital Asset deposits and withdrawals may be delayed due to service downtimes or congestion on the Digital Asset network. Deposits may require a certain number of network confirmations before being settled in your Layer2 Account. We may set withdrawal limits or minimums for Digital Asset transactions from time to time.

Custody Providers

Layer2 may provide various custody solutions for Digital Assets. These custody solutions may be managed by third-party custodians or service providers. You acknowledge that Layer2 is not responsible for the security or management of Digital Assets held by third-party custodians.

Accounts

Eligibility

To use the Services, you must not be a Prohibited Person or reside in a Restricted Jurisdiction. You must also be at least 18 years of age or the legal age of majority in your jurisdiction.

A "Prohibited Person" refers to anyone subject to economic or trade sanctions administered by governmental authorities. You must also comply with the laws of your jurisdiction regarding the use of the Services.

Creating Your Account

To use the Services, you must create an account ("Layer2 Account"). You agree to provide accurate, complete, and up-to-date information. Notify us of any changes in your residence or place of formation, as such changes may affect your eligibility to use the Services.

Safeguarding Your Account

You are solely responsible for safeguarding your Layer2 Account and maintaining the confidentiality of your password. You must notify us immediately at support@layer2financial.com if you suspect unauthorized use of your account.

Linked Bank Account

You may need to link a deposit or asset account you own at another institution to your Layer2 Account. The Linked Account is subject to our verification and approval process.

Layer2 Accounts

Each Layer2 Account may have sub-accounts, such as Fiat Currency accounts ("Fiat Account") and Digital Asset accounts ("Digital Asset Account"). Your Digital Assets held in your Digital Asset Account are custodial assets managed by Layer2 for your benefit.

Verification

Layer2 may require additional verification or documentation as part of the onboarding process or during your use of the Services. You authorize Layer2 to verify your identity and information, which may involve checking commercial databases or credit reports.

Wallets

To use certain Services, you may need to connect a compatible third-party digital wallet ("Wallet"). You acknowledge that Layer2 is not responsible for the security or management of your Wallet or any assets held therein.

Account Limits

Layer2 may impose transaction or withdrawal limits or place temporary holds on transactions. These restrictions are implemented to protect the security and integrity of the Services.

Account Closure

You may close your Layer2 Account at any time. However, closing your account will not affect any obligations or liabilities incurred prior to the closure date. You must cancel all open transactions before closing your account. If no transfer instructions are provided for remaining assets, Layer2 may take any legally permitted action to transfer them to you.

Actions Against Your Account

Layer2 may comply with legal actions such as subpoenas or garnishments, freezing assets in your account if required by law. Fees or expenses incurred in responding to such actions may be charged to your Layer2 Account.

Fees, Subscriptions, and Taxes

Fees

You agree to pay all fees associated with the use of the Services. These fees may include transaction fees, service fees, and subscription fees.

Taxes

You are responsible for reporting and paying any taxes applicable to your transactions via the Services. Layer2 may withhold tax amounts from your transactions if required by law.

Subscription Payment

If you subscribe to any of our paid Services, you agree to pay the applicable fees and taxes. Subscriptions will automatically renew unless canceled at least 90 days before the renewal date.

Subscription Renewals and Cancellation

Your subscription will automatically renew unless you cancel 90 days before the renewal date. There are no refunds for partially used subscription periods. You will continue to have access to the Services until the end of the subscription term.

Privacy Policy

Our Privacy Policy describes how we handle your information. For more information, visit https://legal.layer2financial.com/legal/privacy/.

Rights We Grant You

Right to Use the Services

We grant you a personal, non-transferable right to use the Services for personal, non-commercial purposes, as long as you comply with this Agreement.

Restrictions on Your Use of the Services

You may not copy, distribute, modify, or sublicense the Services without prior written permission. You are also prohibited from engaging in fraudulent or unlawful activities, reverse engineering, or tampering with the Services.

Ownership and Content

Ownership of the Services

Layer2 owns all rights, title, and interest in the Services, including intellectual property rights. You agree not to take any action inconsistent with Layer2’s ownership rights.

Ownership of Feedback

Any feedback or suggestions you provide to Layer2 regarding the Services will be owned by Layer2. You assign all rights to Layer2 without any compensation or retention of proprietary rights.

Disclaimers, Limitations of Liability, and Indemnification

Disclaimers

The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind. Layer2 disclaims all warranties and liabilities to the extent permitted by law.

Limitations of Liability

Layer2 is not responsible for any damages arising from your use of the Services. In no event shall Layer2's total liability exceed $100 or the amount you paid in the last six months for the Services, whichever is greater.

Indemnification

You agree to defend, indemnify, and hold Layer2 harmless from any claims, liabilities, or expenses arising out of your violation of this Agreement or misuse of the Services.

Arbitration and Class Action Waiver

Informal Process First

Before resorting to formal dispute resolution, you and Layer2 agree to attempt to resolve any disputes informally.

Arbitration Agreement

Any dispute related to the Services will be resolved through binding arbitration. Both parties waive the right to participate in class actions.

Opt-Out Option

You may opt out of the arbitration provision within 30 days of agreeing to this Agreement by notifying Layer2 in writing.

Class Action Waiver

You and Layer2 agree to waive the right to bring class actions or consolidated claims.

Contact Information

For any inquiries regarding the Services or this Agreement, contact us at:

Attachments

Attachment A - Additional Terms – United States

Additional terms and conditions for users using the US Dollar accounts.

Services

General

In the United States, Layer2 is licensed as a money transmitter in the U.S. states and territories listed at https://legal.layer2financial.com/legal/uslicenses/. In states where Layer2 is not licensed, the services may be provided by a Financial Institution Partner.

Layer2 Services

In states where Layer2 is licensed as a money transmitter, your Layer2 Account, including any Fiat Currency and Digital Assets held, is not insured by the FDIC or any other governmental agency.

Bank Services

In states where Layer2 is not licensed as a money transmitter, Fiat Currency may be held in an omnibus custodial account at a Financial Institution Partner. This account does not create a direct relationship between you and the Financial Institution Partner.

Fiat Currency Transactions

Fiat Currency can be transferred into your Layer2 Account through methods such as ACH or wire transfer. The funds will be available once settled, subject to possible delays.

Digital Asset Transactions

You may transfer or receive supported Digital Assets into your Digital Asset Account. Layer2 may use shared blockchain addresses to hold Digital Assets on behalf of customers.

Transfers

You can transfer Fiat Currency or Digital Assets to another account, including non-Layer2 accounts, subject to verification and compliance with the terms of this Agreement.

Wire Deposits and Withdrawals

Wire transfers are subject to cut-off times, bank holidays, and security procedures. You are responsible for ensuring the accuracy of wire transfer details.

ACH Entries

ACH transactions may also be subject to cut-off times, bank holidays, and security procedures. You must comply with NACHA Rules for ACH services.

Exchange Rates; Transaction Fees

Layer2 will determine the exchange rates for supported Fiat Currencies and Digital Assets. Transaction fees may also apply.

Instructions

Your Layer2 Account is directed by you, and Layer2 acts as your agent to carry out instructions. Once an instruction is submitted, it may not be reversible.

Arbitration and Class Action Waiver

Arbitration Agreement

Any dispute related to the Services will be resolved through binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. Arbitration will take place on an individual basis—class arbitrations and class actions are not permitted.

Exceptions

Certain disputes, such as those within the jurisdiction of small claims court or involving intellectual property, may be resolved in court rather than through arbitration.

Costs of Arbitration

Payment of arbitration costs will be governed by JAMS Rules. If you demonstrate that these costs would be prohibitive, Layer2 will cover the necessary expenses to prevent arbitration from being prohibitively expensive.

Batch Arbitration

If there are 100 or more similar claims filed against Layer2 within 30 days, JAMS may administer the claims in batches, with one arbitrator appointed per batch.

Opt-Out

You have the right to opt-out of the arbitration provisions within 30 days of agreeing to this Agreement by notifying Layer2 in writing.

Waiver of Right to Bring Class Action and Representative Claims

You and Layer2 agree to waive the right to bring class actions or participate in class arbitrations.

Governing Law

This Agreement, including this US Addendum, is governed by the laws of the State of Delaware.

California Residents

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs.

Electronic Communications

By using the Services, you agree to receive electronic communications from Layer2.

Paper Copies

You may request a paper copy of any Disclosure provided electronically.

Withdrawing Your Consent

You may withdraw your consent to receive electronic communications by notifying Layer2.

Updating Your Contact Information

You must promptly notify Layer2 of any changes to your email or mailing address.

Required Hardware and Software

To access electronic Disclosures, you need a recent-generation personal computer or mobile device, a web browser, a PDF reader, and a working email address.

Termination/Changes

Layer2 reserves the right to terminate or change electronic communication provisions at any time.

Consumer Rights

This section applies to you if you are a “consumer” as defined under Regulation E to the Electronic Fund Transfer Act.

Remittances

For remittance transfers, you have the right to cancel and obtain a refund within 30 minutes of payment.

Electronic Fund Transfers

This section applies to Electronic Fund Transfers via the Services.

Unauthorized Transfers

Notify Layer2 immediately if you believe your Layer2 Account credentials have been compromised. Your liability for unauthorized transfers may be limited to $50 if you notify Layer2 within 2 business days.

Errors

Report errors within 60 days of the statement showing the error. Layer2 will investigate and correct any errors promptly.

Attachment B - Additional and Alternative Terms – European Union

Additional terms and conditions for users using the Euro accounts.

Services

General

Layer2 Financial UAB is a licensed virtual currency exchange operator in Lithuania. However, Layer2 is not licensed to provide payment services or issue electronic money under the EU Payment Services Directive or the EU Electronic Money Directive.

Bank Services

Fiat Currency will be held in an omnibus custodial account provided by third-party financial institutions. This account is in Layer2’s name.

Disclaimers

Layer2 provides the Services on an "AS IS" and "AS AVAILABLE" basis, with no warranties of any kind.

Governing Law

This Agreement, including this Europe Addendum, is governed by the laws of Lithuania.

Additional Provisions

Updates; Monitoring

Layer2 may update or modify the Services from time to time. Your continued use of the Services is subject to such updates.

SMS Messaging and Phone Calls

Layer2 may contact you via phone or text messages, including for marketing purposes. You can opt-out of receiving text messages at any time.

Termination of License and Your Account

Layer2 may terminate your account or license to use the Services if you breach this Agreement.

Injunctive Relief

Layer2 may seek injunctive relief if you breach this Agreement, causing irreparable harm.

Unclaimed Property

Layer2 may report any unclaimed Fiat Currency or Digital Assets in your Layer2 Account to the applicable governmental entity as unclaimed property.

Export Laws

You agree to comply with all applicable export laws and regulations when using the Services.

Force Majeure

Layer2 is not liable for any failure or delay in fulfilling obligations due to events beyond its control, such as natural disasters, war, or labor strikes.

Miscellaneous

If any provision of this Agreement is found to be unlawful or unenforceable, it will be severed, and the remaining provisions will continue in effect. The section headings are for reference only and have no legal effect.

How to Contact Us

You may contact Layer2 regarding the Services or this Agreement at:

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