User Agreement

LVL USER AGREEMENT

Thank you for visiting https://lvl.co/ (the “Site”) or installing the LVL App.  This user agreement is an important legally binding agreement between you (“you”, “your” or “User”) and Samsa Technologies Inc., doing business as LVL (“LVL”, “we”, “us” or “our”).  This agreement, the Trading Rules, Privacy Policy, Cookie Policy, your Settings and such other terms as may be included in any of them by reference (collectively, the “Agreement”) govern your use of the Site, the App and the services of LVL (collectively, the “Services”).

BY CLICKING ‘I AGREE’ OR ‘ACCEPT’ OR OTHERWISE ACCEPTING THIS AGREEMENT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THIS AGREEMENT, SO PLEASE READ IT CAREFULLY PRIOR TO DOING SO.  We strongly recommend that you frequently review this Agreement to ensure that you understand it and how it applies to your access to and use of the Services.

Please refer to the Glossary at the end of this Agreement for definitions of capitalized terms that are not defined in the text of the Agreement.

Users and Accounts

A User is prohibited from accessing or using the Services unless the User: (i) has accepted this Agreement; (ii) is located and domiciled in an Approved Region; (iii) is eighteen (18) years of age or older; (iv) is not a Prohibited User (as defined below); and (v) is not otherwise prohibited from using the Services.

Following acceptance of this Agreement by a User, LVL shall grant User a unique digital Account to access the Services and a record of Transactions.  User will create and use a password to access the Account. LVL may also provide User with access tokens for the Account.  User shall not disclose such password or tokens, or permit any third party to use them.  User has full responsibility for use of their Account, password, and tokens.  User will be given the ability to adjust Settings in the Account.  User is exclusively responsible for those selections, even if they contain errors on the part of the User or cause losses to the User.  User is exclusively responsible for all Transactions in the Account.  Except as required to deliver the Services or as required by law, LVL will not grant any third-party access to the User’s Account.

In the course of opening the Account, User must supply LVL with User KYC Information requested both on sign-up and at any time thereafter.  User represents that all User KYC Information provided is true and accurate and shall immediately update such information in the Account or by notice to LVL if any of it changes.  LVL reserves the right to terminate this Agreement or suspend performance hereunder immediately on determining that any User KYC Information is false, inaccurate, misleading or out of date.

User shall immediately notify LVL if User suspects any unauthorized use or access of the Account or otherwise suspects any security breaches or attempted security breaches in the Services, Account, a User Device any Digital Asset Wallet or those of any Other User.

User assumes exclusive responsibility for all Transactions and other activities that occur in User’s Account and through the Services and accepts all risks of any unauthorized access to User’s Account, to the maximum extent permitted by law.

LVL may, but is not obligated to, offer or require enhanced security features for the Account, such as two-factor authentication.  For any enhanced security features, User shall ensure the security of User’s Device or account (e.g. phone) that may be associated with the enhanced security features.  Any mention of, or linking to, third parties by LVL that provide such security features (“2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of LVL to use such 2FA Provider.

Prohibited Users

Services are not offered to absolutely everyone.

The following Persons are prohibited from using the Services (each, a “Prohibited User”): (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists; (ii) Persons who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by the United States; (iii) Persons who are less than 18 years of age; (iv) Persons who are not residents of and located in an Approved Region; (v) Persons, or their Affiliates who have been subject to an Account termination for cause; and (vi) Persons that are not individual natural persons.  LVL reserves the right to add or remove Approved Regions at its sole discretion.

You are prohibited from accessing or using the Services in, from or through a location where your use of the Services would violate any Applicable Law.  You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Services while located in any such jurisdiction.

The Services are not available in all jurisdictions.  LVL prohibits the use of the Services in certain jurisdictions, which jurisdictions may vary at LVL’s sole discretion.  LVL may implement controls to restrict access to the Services from any jurisdiction from which use of the Services is prohibited.  You shall comply with such restrictions, even if the methods imposed by LVL to prevent the use of the Services are not effective or can be bypassed.

Prohibited Activities

Services cannot be used for absolutely any purpose.

User shall use the Services for only good faith business Transactions for its own purposes and not on behalf of third parties.   User shall not use the Services to, directly or indirectly, assist in any activity that is illegal in the U.S. or the jurisdiction of User or use the Services in relation to any other any Prohibited Activity (all of which are listed below in the Glossary).  LVL reserves the right to add or remove Prohibited Activities at its sole discretion.

Risk – Digital Assets

You acknowledge and agree that there are inherent risks associated with Digital Assets and that such risks extend to your use of the Services.  These risks include, but are not limited to, the failure of hardware, software or internet connections, the risk of malicious software introduction and the risk of unauthorized access to your Account or Digital Asset Wallets.  It is your responsibility to familiarize yourself with the risks involved with Digital Assets, their protocols and networks.  Use of the Services does not remove these risks.  LVL is not responsible for any communication failures, disruptions, errors, distortions or delays when using the Services, however they may be caused.

You acknowledge and agree that the value of Digital Assets can change rapidly and without warning, increase or decrease unexpectedly and may even fall to zero.  Transactions can take time to be confirmed and may, in some cases, not be completed.  For example, if you initiate a withdrawal Transaction to settle Digital Assets to an External Wallet and you provide an incorrect or incomplete address, the withdrawn Digital Assets may be lost and may not be recoverable.  If you attempt to send or receive Digital Assets that are not supported by the Services, the Digital Assets may be lost entirely and may not be recoverable.  In no event will LVL be liable to you or to any third party for any of the foregoing.

If the Services post a dollar value in association with a specific Digital Asset in your Hosted Wallet, such posting shall not constitute a representation as to the actual or projected value of such asset.  Instead, such posting constitutes either: (i) the potential value attributed to the Digital Asset by an Other User; or (ii) Third Party Content published to the Site or Account for your general information only, and you should not rely on such posting for any financial decision.    You agree that it is your responsibility to independently ascertain the value of your Digital Assets, without relying on the Services.  LVL is not, itself, offering to purchase or sell any Digital Assets from you or to you.

You understand and accept that there are also inherent risks associated with using any Digital Assets network, including Approved Networks.  These risks include, but are not limited to, unanticipated changes to the network protocol or unknown vulnerabilities which may include or result in underlying technology attacks.  Other possible risks may include forks or rollbacks of Digital Assets, networks, or blockchains.  LVL has no control over any Approved Networks and will not be responsible for any loss you suffer when you transact via any Approved Network.

Services

The Services include the right, subject to the terms of this Agreement, to:

• use the Site to access the Account and Services;
• use the App to access the Account and Services. Installation or access to the App may also be subject to User accepting a EULA for the App, in which case such EULA shall form part of this Agreement.  In the event of any inconsistencies between the EULA and this Agreement, the latter shall prevail;
• use an Account, described in greater detail above;
• use a Hosted Wallet, described in greater detail below;
• access the LVL Exchange, described in greater detail below;
• carry out Exchange Transactions either by way of: (i) User-initiated trades (“Manual Trading”); or (ii) User-defined automated strategies, such as indexes and other portfolio allocations (“Automated Strategy”), each as per User Settings and related terms, conditions, disclosures and disclaimers. Exchange Transactions are described in greater detail below;
• cause LVL send and receive User Data to and from DDA Bank and Issuing Bank.

Hosted Wallet

The Hosted Wallet is a Digital Asset hosted wallet Service provided to User.

• Hosted Wallet Deposit

The Hosted Wallet Service permits the User to generate one or more addresses through the Account to which User may transfer Digital Assets from an External Wallet.  User may be required to verify that they control the External Account prior to LVL accepting or allowing User to transact in Digital Assets from the External Account.  Deposits to the Hosted Wallet will not be immediately available for use in the Services; they may be subject to delays on the Approved Network, holds imposed to reduce fraud or other risks, or other limitations pursuant to the AML Program or otherwise.  User must not transfer Digital Assets to a Hosted Wallet that are not supported by LVL, as indicated in the Services and the Account.  If User transfers any Digital Assets to a Hosted Wallet that are not supported by LVL, such Digital Assets may be permanently lost; a loss for which LVL shall not be liable.  Digital Assets in a Hosted Wallet can only be used in connection with Services and not for any transactions outside of the Services.  If User wishes to use their Digital Assets for activities other than the Services, User must first transfer them to an External Wallet.

A LVL Exchange trade that includes a purchase by User of Digital Assets will result in a Digital Asset Transaction consisting of a debit of the agreed amount of Digital Assets from the Other User’s wallet and a credit of the amount to the User’s Hosted Wallet.

• Hosted Wallet Balance

As and when User deposits Digital Assets into the Hosted Wallet, the Service shall indicate the balance of each Digital Asset in the Hosted Wallet.  LVL uses a third party custodial service to assist in holding Hosted Wallet balances; LVL shall however, be liable for any failure of such third party to maintain Hosted Wallet balances.  Hosted Wallet balances of the User are comingled with Digital Assets of Other Users and are not maintained in a distinct Digital Asset Wallet that is unique to the User.

• Hosted Wallet Withdrawal

On instructions from User through the Account, LVL shall debit the Hosted Wallet and send the User-specified Digital Asset to an External Wallet specified by the User.  The Hosted Wallet will also be debited when User initiates an Exchange Transaction that includes a debit of the User-specified Digital Asset.  As discussed below in this Agreement, LVL shall automatically debit the Hosted Wallet for the amount of Fees owing under this Agreement.  LVL shall freeze or debit the Hosted Wallet where it is required to do so by Applicable Law.  Fees apply to withdrawals of Digital Assets and as otherwise set forth herein; the amount of such Fees are posted in the Account and shall be deducted from the amount of Digital Assets withdrawn.

A LVL Exchange trade that includes a sale by User of Digital Assets will result in a Digital Asset Transaction consisting of the debit of the agreed amount of Digital Assets from User’s Hosted Wallet and a credit of the amount to the Other User’s wallet.

• External Wallets

LVL does not assume any liability with respect to any External Wallet.  User must familiarize themselves with the terms of use, technology and security protocols of any External Wallet (e.g. saving private keys in a safe place etc.).  External Wallets may levy fees on User for Transactions; LVL is not liable for any such fees.  If an External Wallet rejects Digital Assets sent to it from the Hosted Wallet, LVL shall not be liable for any losses related thereto. 

User represents to LVL that any External Wallet used by User to send Digital Assets to the Hosted Wallet or to withdraw Digital Assets from the Hosted Wallet is owned and controlled exclusively and directly by User and no other Person.  LVL reserves the right to put a hold on funds from an External Wallet or block the use of an External Wallet for withdrawals from the Hosted Wallet where LVL is not satisfied, in its sole discretion, that the foregoing representation is true.  Acceptance by LVL of Digital Assets from an External Wallet or permitting withdrawals to one does not constitute LVL confirmation as to legal title therein.  On request by LVL, User shall provide External Wallet addresses for each Digital Asset held in the Hosted Wallet so that LVL can, if either requested by User or otherwise necessary under the terms of this Agreement, return all Digital Assets of the User to such External Wallets.

LVL Exchange Service

In this section concerning the LVL Exchange Service, terms used but not defined in the Glossary below are defined in the Trading Rules.

• Trading Rules

User represents that they have read, understood and agree with the Trading Rules.

Users who are not located and legally domiciled in the United States cannot engage in Trades involving Fiat.

• Orders

User can access the LVL Exchange Services through their Account, which is a Service enabling User to buy or sell Digital Assets with Other Users as per the Trading Rules, which are posted on the Site and incorporated herein by reference.  Orders that are filled will result in debits or credits of User Hosted Wallet or User DDA, as the case may be.  Orders placed on the LVL Exchange manually by you, or by an Automated Strategy, are not guaranteed to be Filled.  Orders that are active before Scheduled or Unscheduled Downtime will be handled according to the Trading Rules once the LVL Exchange resumes operations.  LVL reserves the right to cancel, reject, or process Orders placed and/or active during Downtime.  Orders may be subject to, and LVL shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which LVL has no control, including, but not limited to, mechanical or electronic failure or market congestion.

• Automated Strategies

To the extent that LVL offers certain Automated Strategies, and LVL permits User to subscribe to certain Automated Strategies as part of the Services. User shall have sole responsibility for allocating, or not allocating, any percentage of their Hosted Wallet to the Automated Strategies and choosing the Settings therein.

• Trading Risk

LVL shall use commercially reasonable efforts to act in the best interests of User and Other Users.  All trades, allocations and Transactions effected or facilitated by LVL for the User shall be solely for risk of the User, including those based on Automated Strategy Settings that the User inputs into their Account.  

LVL MAKES NO REPRESENTATION AS TO THE PROFITABILITY OF ANY AUTOMATED STRATEGY OR OTHERWISE WITH RESPECT TO TRADES.  USER ASSUMES ALL RISKS OF ALL TRADES.

User represents that they have not received any representation, warranty or guarantee from LVL or any of its affiliates, principals, officers, directors, employees, agents or representatives with respect to Automated Strategies or any Trades.  

All allocations and Transactions effected or facilitated by LVL for the User shall be solely for the User’s risk, based on the Automated Strategy parameters that the User inputs into their Account. 

User DDA

LVL shall assist User in entering into a User DDA Agreement with DDA Bank which, if approved by DDA Bank, shall result in User obtaining a User DDA.  The User DDA is not provided by LVL and LVL does not take possession of Fiat deposited therein.  All User rights and privileges with respect to the User DDA are set out in the User DDA Agreement.  LVL has no liability for Fiat Transactions, all of which liability rests with DDA Bank.

User hereby appoints LVL as its agent to send and receive User Data to and from DDA Bank, including but not limited to instructions to initiate Fiat Transactions from the User DDA. 

Users who are not located and legally domiciled in the United States cannot obtain a User DDA.

• User DDA Load

If User wishes to add Fiat to the User DDA, they can do so as per instructions set out in the Account, provided that the User can send such Fiat only from an External DDA that is owned exclusively by User or an External DDA that is otherwise acceptable to LVL.  An LVL Exchange trade that includes a sale by User of Digital Assets to an Other User in exchange for Fiat will result in a Fiat Transaction consisting of the transfer of the agreed amount of Fiat from the Other User’s direct deposit account with the DDA Bank to the User DDA.

• User DDA Balance

The Account will post User Data concerning the User DDA balance.  Subject to the terms of the User DDA Agreement, the User DDA is FDIC-insured.

• User DDA Withdraw

If User wishes to withdraw funds from the User DDA, they can do so as per instructions set out in the Account.  An LVL Exchange trade that is completed and that includes a purchase by User of Digital Assets in exchange for User Fiat will result in a Fiat Transaction consisting of the transfer of the Fiat from the User DDA to the direct deposit account of the Other User (who sold the Digital Assets) at the DDA Bank.

• External DDA Link

User may link an External DDA to the User DDA (“External DDA Link”), using a Third Party Servicer such as Plaid (the “Aggregation Service”), to facilitate User DDA Load and User DDA Withdraw. By using the Aggregation Service, User gives LVL and the Aggregation Service the authority to act on User’s behalf to access and transmit data from the External DDA or other entity that provides User’s External DDA data. User shall only link an External DDA that is owned exclusively by User. User assumes exclusive liability for all instructions provided by User to LVL, DDA Bank or the financial institution providing an External DDA

User Card

LVL shall assist User in entering into a User Card Agreement with Issuing Bank which, if approved by Issuing Bank, shall result in User obtaining a User Card.  The User Card is not issued by LVL.  All User rights and privileges with respect to the User Card are set out in the Cardholder Agreement.  LVL has no liability for User Card Fiat Transactions, all of which liability rests with Issuing Bank.  The Issuing Bank may be the same or different from the DDA Bank.

User hereby appoints LVL as its agent to send and receive User Data to and from Issuing Bank, including but not limited to instructions to initiate Fiat Transactions from the User Card. 

Users who are not located and legally domiciled in the United States cannot obtain User Cards.

If User wishes to withdraw funds from the User Card, they can do so as per instructions set out in the Account.  Unless otherwise indicated in the Cardholder Agreement, any payment transaction initiated on the User Card shall result in a withdrawal from the User DDA.  Where applicable to complete any given Fiat Transaction on the User Card, User hereby instructs LVL to instruct DDA Bank to use User Fiat in the User DDA to fund any User Card Transaction and also for DDA Bank to transfer such Fiat to Issuing Bank.

Transactions

The Services allow User to engage in a variety of Transactions.

Transactions are subject to the following rules and disclaimers, without limitation:

• LVL does not control any Approved Network and makes no representations to its ability to complete a given Transaction;
• LVL does not take possession of any Fiat and makes no representations as to the DDA Bank’s or Issuing Bank’s ability to store or fulfill Transactions.
• LVL shall have no liability if a Transaction is delayed or fails on account of errors, lack of processing capacity or other failure of an Approved Network, Issuing Bank or DDA Bank;
• LVL does not control External Wallets, External DDAs, User DDAs or User Cards and shall have no liability to User for their failures, fees and other risks associated with User use of the same;
• Without prior notice or consent of User, LVL reserves the right to impose, in its sole discretion, User, geographic, quantum, velocity, Fiat, Digital Asset kind and other limits on Transactions in order to protect User, Other Users, LVL and its suppliers from legal, fraud, security or other risks;
• LVL is not able to reverse any Transaction. LVL bears no responsibility or liability for Transactions initiated by User that contain incorrect, erroneous or improperly formatted User Data or are intended for a different type or destination of Digital Asset, External Wallet, DDA Bank, External Bank or User Card;
• User has the exclusive responsibility to ensure that their Transactions are carried out: (i) in compliance with LVL requirements set out herein and in the Account; (ii) in compliance with any applicable Third Party Servicer or Digital Asset requirements; (iii) using addresses and information that are true, correct, and free of error; and (iv) in compliance with the User DDA Agreement, the Cardholder Agreement and any other applicable Third Party Servicer Agreement;
• Some features of the Services (e.g. Fiat) are not available in certain jurisdictions on account of Applicable Law; and
• LVL reserves the right, in its sole discretion, to prohibit, cancel, or suspend Transactions from or to any External Wallet or External DDA in order to reduce the risk of fraud, security breaches, or other risks and also to comply with Applicable Law.

Failure by User to adhere to the foregoing rules may result in the permanent loss of their Digital Assets or Fiat for which LVL shall have no liability.

Transactions Limits

User Transactions are subject to certain limits. Users may apply for a T2 account designation permitting higher limits on certain Transactions, which approval is determined by LVL acting in its absolute discretion.

Digital Asset External Transfer Limits

 These Transactions consist of the loading of the Hosted Wallet with Digital Assets from an External Wallet or the withdrawal of Digital Assets from the Hosted Wallet to an External Wallet.

 

Type of Transaction	Transaction Minimum	Transaction Maximum	Maximum Total Value of Transactions	Number of Transactions per Day
Transfer of Digital Assets from User’s External Wallet to User’s LVL Hosted Wallet	$0.00	No Maximum	No Maximum	No Maximum
Transfer of Digital Assets from LVL Hosted Wallet to External Wallet	$3.00	$20,000	$200,000 per day $1,000,000 per week $5,000,000 per month	40

 

External Buy or Sell Limits

These Transactions consist of LVL Exchange Trades involving Fiat and Digital Asset pairs.  All Fiat elements are under the DDA Bank custody and Company does not take possession of any Fiat in these or other Transactions.

Type of Trade	Transaction Minimum	Transaction Maximum	Maximum Total Value of Transactions
Purchase of Digital Asset for Fiat (Buy)	$3.00	$20,000	$20,000 per day $100,000 per month $500,000 per year
Sale of Digital Asset for Fiat (Sell)	$3.00	$20,000	$20,000 per day $100,000 per month $500,000 per year

 

T2 Limits
Type of Trade	Transaction Minimum	Transaction Maximum	Maximum Total Value of Transactions
Purchase of Digital Asset for Fiat (Buy)	$3.00	$300,000	$300,000 per day $7,500,000 per month $90,000,000 per year
Sale of Digital Asst for Fiat (Sell)	$3.00	$300,000	$300,000 per day $7,500,000 per month $90,000,000 per year

 

Trade of Approved Digital Asset for Other Approved Digital Asset - (Internal Transfer)

These Transactions consist of LVL Exchange Trades involving only Digital Asset pairs.

Type of Trade	Transaction Minimum	Transaction Maximum	Maximum Total Value of Transactions
Digital Asset Trade involving two (2) Digital Asset types	$3.00	$1,000,000	$1,000,000 per day $5,000,000 per week $20,000,000 per month

 

ACH Loads and Withdrawals

These Transactions consist of fiat loads and withdrawals.  All Fiat elements are under the DDA Bank custody and Company does not take possession of any Fiat in these or other Transactions.

Type of Transaction	Transaction Minimum	Transaction Maximum	Maximum Total Value of Transactions
ACH Fiat Load External DDA to User DDA	$5.00	$25,000	$25,000 per day $25,000 per month $100,000 per year
ACH Fiat Withdrawal User DDA to External DDA	$5.00	$25,000	$25,000 per day $25,000 per month $100,000 per year

LVL reserves the right to amend Transaction limits for any or all Users at its absolute discretion and without prior notice or consent of any User.

LVL Regulatory Status

LVL is a hosted Digital Asset wallet and exchange that is integrated with third parties who provide Fiat custodial services directly to User, including the DDA Bank and the Issuing Bank.

LVL is registered with the U.S. Department of the Treasury Financial Crimes Enforcement Network as a money services business.

LVL is not a bank.  There is no FDIC insurance on Hosted Wallet balances.  Fiat balances, if any, are not held by LVL.  LVL shall not pay any interest on Hosted Wallet balances.

In the United States, Services are not provided in those states where the supply of such Services requires a state money transmitter or virtual currency business license that LVL does not already have.

Third Party Servicers

If User has a User DDA, then LVL shall share User Data with the DDA Bank and also retrieve User Data from DDA Bank.  Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.

If User has a User Card, then LVL shall share User Data with the Issuing Bank and also retrieve User Data from the Issuing Bank.  Such exchanges of information shall be in furtherance of instructions given by User through the Account and may result in Transactions.

As per Settings, User also authorizes LVL to send and receive User Data to and from other Third Party Servicers.

If User authorizes LVL to take instructions from User, or in respect of an Account, via a Third Party Servicer, then such instructions shall be deemed delivered to LVL by User directly.

User represents that each Third Party Servicer is party to a Third Party Servicer Agreement with User and that User assumes exclusive responsibility for acts and omissions of all Third Party Servicers whether under the Third Party Servicer Agreement, with respect to User Data or otherwise.  The use of a Third Party Servicer does not relieve User of any of its responsibilities or obligations under this Agreement.  User is liable for any and all fees charged by Third Party Servicers.  Unless indicated to the contrary in the Account, Fees for Services do not include fees applicable under Third Party Servicer Agreements.

Personal Information Consent

On sign-up for the Services and at other times throughout the term of this Agreement, as a condition to accessing the Services, User shall provide User KYC Information to LVL for purposes of verifying User identity, implementing the requirements of the AML Program and monitoring the User, Account and Transactions for suspicious activity.  These identity verifications and screening procedures may include, but are not limited to, detection of money laundering, terrorist financing, fraud, or any other financial crime, checking the information you provide against the Specially Designated Nationals and Blocked Persons list maintained by the United States Department of the Treasury Office of Foreign Assets Control (OFAC), the United States Department of Commerce Denied Persons list, or any other similar list issued by any United States governmental authority or any other Regulator having jurisdiction under Applicable Law prohibiting or limiting business activities with any person.

User authorizes LVL to, directly or through third parties, make inquiries and take any other actions LVL deems reasonably necessary to verify User identity, and the information User has provided.  User acknowledges and agrees that such inquiries will result in User KYC Information being disclosed to credit reference and fraud prevention or financial crime agencies and services.  Where LVL is not entirely satisfied that it has verified User identity, it reserves the right to limit User access to some or all Services.

User consents to LVL collecting, storing, processing and disclosing User KYC Information and other User Data as required to perform the Services and in accordance with the Privacy Policy and AML Program.

Unacceptable use or behavior

User alone is responsible for User actions, conduct, and behavior while using the Services.  User shall not:

• Use or attempt to use any Other User’s account;
• Create an External DDA Link to an External DDA not owned by User and held in User’s own legal name;
• Provide false, inaccurate, out-of-date, or incomplete information about User or accounts maintained by User at other websites, including financial institutions while creating an External DDA Link or otherwise;
• Engage in activity, or use the Services in any manner, that imposes an excessive burden on LVL or the LVL Exchange, or exposes either to excessive security, financial or reputational risk, each as determined by LVL in its sole discretion;
• Engage in any behaviors that disrupt or negatively affect or inhibit Other Users from fully enjoying the Services or those of Third Party Servicers;
• Detrimentally interfere with, intercept, or expropriate LVL systems, data, or information;
• Transmit or upload to LVL or the Services any malware, virus, trojan horses, worms, or other harmful programs;
• Circumvent, or attempt to circumvent, any content filtering techniques used by LVL;
• Access, or attempt to access, any feature of the Services that User is not authorized to access;
• Develop or implement any application that interacts with our Services without prior express written consent of LVL;
• Use any bot, crawler, or scraper, or other automated methods, not provided by LVL, to interface with the Services;
• harass, stalk, threaten, defame, abuse, violate or infringe the legal rights of others, or otherwise be deceptive or objectionable, each as determined by LVL in its sole discretion;
• Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to advertise a third party product or service or deceive Other Users or other third parties;
• Post content or collect content containing private information of any Other User or third party, including but not limited to phone numbers, email addresses, mailing addresses;
• Violate any intellectual property rights;
• Commit any tort; or
• Induce or encourage any third party to engage in any activities or behaviors prohibited in this section.

Fees

User agrees to pay Fees in consideration of the Services.  Fees are disclosed in the Services or in the Account.  Fees consist of a monthly fee (“Monthly Fee”) and such other Fees as may be indicated in the Services or your Account.  Fees will change from time to time and any such changes will be effective thirty (30) days after LVL notifies User of the change in their Account, unless User has closed their Account within the thirty (30) day delay period.

The Monthly Fee is collected on the first day of each month. The Monthly Fee shall be a fixed dollar amount viewable in the User Account (“Standard Monthly Fee”), or the value of all Assets reflected in the Account (“Account Value”), whichever is less.

If the Monthly Fee collected on the first day of the month is less than the Standard Monthly Fee, and the Account Value increases within the same month, the difference of the Monthly Fee and Standard Monthly Fee shall be waived.  For example, if User holds an Account Value of $0 on the first day of a month and deposits $1000 in the User DDA on the second day of the month, the Monthly Fee will be $0, for that month.

The Monthly Fee is non-refundable and will not be returned, in whole or in part, if the User withdrawals all Assets or otherwise stops using the Services.

Other Fees are due as and when they accrue.

LVL shall first attempt to collect the Monthly Fee by deducting the amount of Monthly Fee payable from the User DDA.  LVL shall then attempt to collect any remaining amount of Monthly Fee payable from Hosted Wallet balances User holds.  For example, if $9.00 of Monthly Fees are due, and User holds $0 in a User DDA as well as $200 of Bitcoin in a Hosted Wallet, User authorizes LVL to debit the Hosted Wallet for $9.00 worth of Bitcoin, using the price of Bitcoin at the time of such debit is initiated.

Where a User DDA and Hosted Wallet associated with a User’s Account do not contain sufficient Assets to pay the Fees due, LVL shall charge the total of User’s Assets as and for the Monthly Fee. 

In the event that the balances of each of the User DDA and Hosted Wallet become zero, the User will lose access to the Services, other than to deposit or withdraw Assets to or from the User DDA or the Hosted Wallet.

Subject to the Referral Program Rules posted on the Site, User may be entitled to earn Monthly Rewards, as defined therein, which shall be Assets, subject the limitations set out therein and in this Agreement.  In the event of any inconsistency between the Referral Program Rules and the body of this Agreement, the latter shall prevail.

Transaction Fees

User agrees to pay the following Transaction Fees:

Type of Transaction	Transaction Fee
Digital Asset withdrawals up to $1,000	$2.00
Digital Asset withdrawals greater than $1,000	0.20%
Same-day ACH	$2.00

 

Term and Termination

LVL may, at any time and in its sole discretion, without prior notice, and without any liability to you, modify or discontinue any portion of our Services, either temporarily or permanently.

At any time and in its sole discretion, without prior notice, and without any liability to you, LVL may (i) cancel or deactivate User’s Account; or (ii) temporarily or permanently, suspend, restrict, or terminate access to any or all of Services for any reason or for no reason.  LVL is under no obligations to disclose its reason for any termination or suspension of the Service for User or generally.

LVL shall not be liable for any losses suffered by User, or diminished value in Digital Assets, resulting from any suspension or termination of the Services.  If and when User regains access to the Services, User acknowledges and agrees that Digital Asset valuations may differ from the period of time prior to the termination or suspension, and User accepts this risk.

In the event of any termination of this Agreement, discontinuation of all Services, or termination of your right to access all Services: (i) all Fees and amounts payable to LVL by you shall immediately become due, (ii) LVL may delete User Data without any liability to User, provided that LVL also reserves the right to retain User Data for seven (7) years following termination; and (iii) LVL may cancel any open Orders, Trades, or Transactions that are pending at the time of the termination of your right to access all Services or discontinuation of the Services.  LVL reserves the right to retain aggregated anonymized User Data for longer in order to improve Services, prevent fraud and produce aggregated statistics.

On any termination of the Services or termination of this Agreement, LVL shall: (i) return all Digital Assets in its possession to User; and (ii) instruct DDA Bank to transfer any User DDA Fiat to a User External DDA.  In order to fulfill this obligation, User must provide LVL with External Wallet addresses for each Digital Asset and an External DDA, failing which LVL shall not return Digital Assets, or cause DDA Bank to return Fiat, to User.  If, after reasonable efforts, LVL cannot reach User for such purposes then Digital Assets of the User shall be remitted to the relevant governmental agency in the jurisdiction of User.

Third party content

In the Services, you may view or otherwise access Third Party Content.  LVL does not control or endorse any Third Party Content.  LVL shall have no liability for Third Party Content, including without limitation any material that may be erroneous, incomplete, misleading, offensive, or otherwise objectionable.  Further, User interaction with such Third Party Content is between User and the third parties and shall be subject to the third parties’ terms of use.  User acknowledges and agrees that use of any Third Party Content is at their own risk, and that LVL is not responsible for any loss or damage in connection with such use.

Taxes

It is your sole responsibility to comply with Applicable Laws related to your use of the Services including, without limitation, to pay any and all taxes that apply to any Transactions, sales, Orders, Trades, gains or losses you have made using the Services.  It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities.  You acknowledge and agree that LVL is not responsible for determining the amount of any taxes you owe, nor is LVL responsible for determining if taxes apply to your use of the Services, nor is LVL responsible for collecting, reporting, or withholding any taxes arising from your use of the Services.

Unclaimed property

If a User Account is inactive for one year, then LVL will make an attempt to return any Digital Asset balances to the User, but if it is unable to find the User, LVL shall escheat those Digital Assets to the relevant governmental authorities in the jurisdiction where the User last indicated they were residing within thirty (30) days of the end of such year.

Property disputes

If LVL receives notice or allegation that any Digital Assets held in your Hosted Wallet are stolen or lawfully not yours to possess, LVL may, but has no obligation to, place an administrative hold of undetermined length on those Digital Assets or the whole of the Hosted Wallet, User DDA, or Account.  Such hold may include but may not be limited to a suspension of access to the Services.  LVL shall not be liable for any losses incurred by User, or diminished value in Digital Assets, that occur in the course of an administrative hold, suspension or termination of access to any portion of or all of the Services in a property dispute.  LVL retains the right to report illegal or suspicious activity to the appropriate Regulators.

Electronic notices

User agrees to receive all communications, including but not limited to, User Agreement, other applicable policies, updates to the same, statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to User’s Account and User’s use of the Services via electronic delivery.

By consenting to electronic delivery, User authorizes LVL to deliver Communications by (i) email notification, or (ii) via SMS or text message to a mobile phone number User has provided, or (iii) by sending User an email message containing a link to, or a notice that directs User to, LVL’s Site where the communication or document can be read or printed.  User’s carriers’ normal, messaging, data, or other rates and fees may apply to any mobile Communications, and User shall be solely responsible for their carriers’ fees.  User agrees to maintain a copy of electronic Communications sent to User by LVL, either by printing a paper copy, or saving an electronic copy.

LVL shall have no liability and User shall fully indemnify LVL for any and all losses, liabilities, costs, expenses, demands, charges and claims of any kind resulting from User’s reliance on email or User’s Devices or failures in User’s email systems or Devices.  If User prefers not to accept these risks, then User shall not create an Account or use the Services.

It is the responsibility of User to provide LVL with an up to date, true, accurate, and complete email address and to make sure LVL emails are not deleted or otherwise missed on account of spam filters.

User’s consent to receipt of electronic statements, reports and other Communications shall be valid until User withdraws such consent by notifying LVL in writing, in which case: (i) LVL shall provide statements, reports and other Communications on paper; and (ii) LVL may suspend or terminate the Account and access to the Services. 

Fraud, Errors, and Disputes

If you think your Account has been compromised or any unauthorized Transactions have occurred in your User DDA or your Hosted Wallet, you must notify LVL immediately through the support client in the App or by email to support@lvl.co.

If you think any information in your Account is wrong or if you need more information about a Transaction listed on it, please contact LVL, through the support chat client in the LVL App, or by emailing support@lvl.co.  You must provide the appropriate information for us to investigate the error or unauthorized transaction, including at least the date of the Transaction and its amount.

We will determine whether an error occurred within ten (10) business days after we hear from you and will, to the extent possible, correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question.

You will be informed of the result of the investigation within three (3) business days after our completion of the investigation. If we determine that there was no error, we will send you an explanation by email or by making such information available via the LVL App. Copies of the investigation documentation can be obtained by emailing us at support@lvl.co.

The error resolution process with respect to LVL is different from that applicable under your agreements with the DDA Bank and other third parties.

 

 

Risk disclosures, assumption of risks, and release of LVL

Other than as expressly set forth in this Agreement, LVL shall not be liable for any risks inherent in the Services or related Digital Assets or losses that may be incurred by User as a result thereof.  User agrees to and does hereby: (i) release LVL from any and all liability related to or arising from risks inherent in the Services and related Digital Assets, except as expressly set forth in this Agreement, and (ii) assume all risks inherent in the Services and related Digital Assets including, but not limited to, the following:

• Risk of sudden and substantial loss of value of Digital Assets, whether through Transactions or otherwise. Included in such risk is the risk of the Approved Network ceasing to operate rendering a Digital Asset impossible to be subject to a Transaction and entirely without value.  The market for Digital Assets may also collapse without warning or discernible logic.  Digital Assets are speculative and involve a high degree of risk.  As relatively new products and technologies, Digital Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets and their long-term value or utility has yet to be established;
• There is risk that changes in Applicable Law could adversely affect User’s right to legally use, transfer, exchange, and/or obtain value from Digital Assets. It may be illegal, now or in the future, to own, hold, sell or use Digital Assets in one or more countries, including the United States.  
• Transactions in Digital Assets are, as a rule, irreversible. Consequently, losses due to fraudulent or accidental Transactions are generally not recoverable.  Once a Transaction has been recorded on the Approved Network it is not reversible.  It is possible that, through computer or human error, or through theft or fraud, User Digital Assets could be transferred in incorrect amounts or to unauthorized third parties.
• Some Digital Asset Transactions shall be deemed to be made when recorded on the Approved Network, which is not necessarily the date or time that the User initiated the Transaction.
• Digital Assets are a target of fraud and cyber-attacks. On your Devices and External Wallets, such fraud and attacks can result in total loss to the User.  In the Hosted Wallet, LVL makes commercially reasonable efforts to verify that User is the true initiator of Transactions, but where User’s Account is compromised such efforts may fail and could result in total loss of User Digital Assets in the Hosted Wallet.  Attacks on LVL may also result in unplanned and significant Unscheduled Downtime during which Transactions will not be executed.  Absent fraud or intentional wrongdoing on the part of LVL, LVL shall not be liable for User losses on account of any of the foregoing circumstances or compromised Account credentials.
• The Services and Digital Assets rely the internet, that includes third party hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect User’s ability to access and use the Services such as the Account and Hosted Wallet.
• LVL is not registered as an investment adviser with the Securities Exchange Commission (“SEC”) or any state and does not advise or recommend any transactions in securities. Commodity Futures Trading Commission (“CFTC”) and SEC rulemaking and other Applicable Law may impact the manner in which Digital Assets are treated for classification and clearing purposes.  In particular, Digital Assets may not be excluded from the definition of “commodity future” or “security” by such future CFTC and SEC rulemaking, respectively.
• LVL is not a broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any decisions to trade or not trade using the Services. No communications or information provided by LVL shall be construed as financial or other advice.
• If User activates an Automated Strategy, the Automated Strategy will continue to execute trades of User’s Digital Assets based on the User Settings within the Automated Strategy until otherwise selected by User. Automated Strategies result in Transactions that are irreversible.  User shall not activate an Automated Strategy unless they first understand all of the Trading Rules. 
• User agrees not be lulled into a false sense of safety when activating an Automated Strategy. Automated Strategies do not protect User from the inherent volatility of Digital Assets.
• LVL may provide chart or graph information to illustrate the past performance of an Automated Strategy. Past performance is not a reliable indicator of future results and Users may not recover the full amount traded.  The future performance of any specific Digital Asset or Digital Asset strategy will not necessarily be equivalent to previous instances of the strategy.

User shall carefully consider whether the Services are suitable for the User in light of the risks described in this Agreement and the financial status of the User.  User represents and warrants that (i) they are not using their emergency savings or day-to-day spending money to buy, sell or otherwise trade in Digital Assets, and (ii) they shall invest in Digital Assets only those funds that they are willing and able to lose.  User assumes exclusive responsibility for determining the nature, potential value, suitability, and appropriateness of the risks set out in this Agreement; LVL does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets.

User represents and warrants that they have (i) the necessary technical know-how and ability to review and evaluate the security, integrity, operation and value of any Digital Assets in which User executes a Transaction, and (ii) the necessary information, experience, (third party) professional advice, and knowledge to make their own evaluation on the merits of any Digital Assets and of the merits of trading or investing in any Digital Assets.  User shall carry out their own independent analysis and assessment of the risks specific to the Digital Assets and the Services.

Approved Networks

LVL’s decision to support any particular Digital Asset via its Services is not an endorsement or approval of the Digital Asset’s value, security, operation, or underlying technology.  LVL’s decision to support any individual Digital Asset does not reduce any risks associated with the Digital Asset.  LVL does not make any warranty about the suitability of any Digital Asset for ownership or trading.

You acknowledge and agree that LVL retains the right, in its sole discretion, to determine whether to support, or not support, certain Digital Assets to be used in conjunction with the Services.  LVL may discontinue or terminate support for any Digital Asset at any time, for any or no reason.  LVL will make reasonable efforts to provide advance notification of any termination or discontinuation of support of a Digital Asset.  If you do not transfer a Digital Asset out of your Hosted Wallet by the date specified in such advance notice, the Digital Asset may be lost.  LVL will not be liable to you for any losses, liability, or expenses related to any discontinuation or termination of support of any Digital Assets.

Copyright; intellectual property rights; trademark

Unless otherwise expressly indicated by us, all copyright and intellectual property rights in all content and materials (including but not limited to our logo, designs, text, graphics, files, videos, and displayed text, collectively “LVL Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of LVL, or our suppliers, licensors, or third party affiliates, and are protected by U.S. and international property laws.

We grant you a limited, non-exclusive, non-sublicensable license to access and use the LVL Materials for your personal use.  Such license does not permit the; (i) distribution of LVL Materials, (ii) resale of LVL Materials, (iii) making derivative works of LVL Materials, or (iv) decompilation, disassembling, reverse engineering, or any other attempt to discover the source code of the Site, Services, or LVL Materials.  This license shall automatically terminate if your access to the Services is suspended or terminated by us.  “LVL”, “LVL Exchange”, “Samsa Technologies Inc”, any product or service names, logos, and other marks used on the Site or in LVL Materials, or that we otherwise use in connection with the Services are trademarks owned by LVL and our licensors.  Without our prior written consent, you may not copy, imitate, or use LVL trademarks.

We reserve the right to limit, deny, or terminate access to our Services with respect to any person who infringes on the intellectual property rights of others.  If you knowingly misrepresent that any activity or LVL Materials are infringing on the intellectual property rights of another party, you may be liable to LVL for certain costs or damages.

Feedback; user content

LVL shall own and have exclusive rights (including but not limited to intellectual property rights) to any feedback, ideas, suggestions, or other materials or information that you provide through chat, email, posting through our Service, or otherwise (“Feedback”).  You acknowledge and agree that any Feedback you submit is not confidential.  You shall not be entitled to, and hereby waive any claim for, acknowledgement or compensation related to any Feedback you provide. You grant LVL the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you. 

You hereby grant LVL a royalty free, irrevocable, perpetual, and exclusive worldwide license to use, copy, modify, display, publish, or distribute, in any form, any text, images, data, or materials or other content that you provide to LVL using the Services, or submit, post, or otherwise send to LVL that is not Feedback (the “User Content”).  LVL may remove any User Content from the Site or the Services at any time for any or no reason.

Disclaimer of warranties

THE SERVICES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS.  LVL EXPRESSLY REFUSES TO REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, SITE, LVL EXCHANGE OR THE INFORMATION CONTAINED THEREIN OR ANY ASPECT OF ANYSERVICE CONTAINED THEREON.

YOU ACKNOWLEDGE THAT INFORMATION AND DIGITAL ASSETS YOU STORE OR TRANSFER USING OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES INCLUDING, BUT NOT LIMITED TO, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS INCLUDING THIRD PARTY DOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED DOWNTIME OR MAINTENANCE, COMPUTER OR HUMAN ERROR, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.  YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES AND RECORDS OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS; THEREFORE, SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

Limitation of liability

IN NO EVENT SHALL LVL, ITS AFFILIATES OR SERVICE PROVIDERS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE FOR: (I) ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO LVL DURING THE TWELVE (12) MONTHS IMMEDIATELY PROCEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY; ; (II) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM LVL, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, OR DELAYS IN SERVICES OPERATION OR TRANSMISSION; (III) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, OR DESTRUCTION ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT; OR (IV) ANY LOST PROFITS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE EVEN IF AN AUTHORIZED REPRESENTATIVE OF LVL HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING THE FOREGIONG, IF USER HAS DIGITAL ASSETS IN THE HOSTED WALLET, AND USER WISHES TO WITHDRAW THE DIGITAL ASSETS TO AN EXTERNAL WALLET, THE FOREGOING LIMITATION ON LVL LIABILITY MAY NOT SERVE TO LIMIT LVL’S OBLIGATION TO SETTLE SUCH DIGITAL ASSET BALANCES TO EXTERNAL WALLETS OF THE USER.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSQUENTIAL DAMAGES; THEREFORE, SOME OR ALL OF THE LIMITATIONS IN THIS SECTION MAY NOT APPPLY TO USER WHERE THEIR APPLICATION IS REDUCED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless LVL, our officers, directors, shareholders, employees, agents, affiliates, attorneys, suppliers, contractors, representatives and service providers (collectively, “Indemnified Parties”), from any and all claims, demands, actions, lawsuits, proceedings, investigations, liabilities, damages, losses, costs,  expenses, fines and penalties including, without limitation, reasonable attorney’s fees, arising  out of or related to (i) your breach of this Agreement, (ii) your violation of any Applicable Law, or the rights, including intellectual property rights, of any other person or entity, (iii) your use or misuse of our Services, (iv) your conduct in connection with the use or misuse of our Services, and (v) your negligence, fraud, willful misconduct or misrepresentations.  If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding and determine if we wish to settle it, and if so, on what terms. 

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF, AND REQUIRES YOU ARBITRATE DISPUTES WITH US.  If you have a dispute with us, we will first seek to resolve such a dispute through our support team.

Except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of intellectual property, copyrights, trademarks, trade names, logos, trade secrets or patents, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by binding arbitration.  The location of the arbitration will be determined by LVL to be in either (i) Los Angeles, CA or (ii) the county and state of LVL’s chosen legal counsel at the time of the dispute.  The arbitration will be administered by the Judicial Arbitration and Mediation Services (JAMS) pursuant to its Comprehensive Arbitration Rules and Procedures.  Disputes will not be resolved in any other forum or venue.  You agree that any arbitration will be conducted by a sole arbitrator. Pre-arbitration discovery will be limited to the greatest extent provided by the rules of JAMS, the arbitration award will not include factual findings or conclusions of law, and no punitive damages will be awarded.  Notwithstanding any other rules, no arbitration proceeding brought against LVL will be consolidated with any other arbitration proceeding without LVL’s written consent.  Judgment may be entered upon any award granted in any arbitration in any court of competent jurisdiction in the county and state in which LVL maintains its principal office at the time the award is rendered, or in any other court having jurisdiction.  The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

NOTICE:  BOTH YOU AND LVL ARE AGREEING TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL.  BY AGREEING TO THIS AGREEMENT, BOTH YOU AND LVL ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT.  IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW.  BOTH YOU AND LVL CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Governing law

This Agreement shall be governed pursuant to the laws of the State of Delaware, USA, without regard to principles of conflict of laws.  You agree that LVL may initiate a proceeding related to the enforcement or validity of LVL’s intellectual property rights in any court having jurisdiction.  With respect to any proceeding that is not subject to arbitration under this Agreement or policies incorporated herein, you agree that any proceedings shall be in the federal or state courts located in Delaware.  You waive any objection to venue and to submit to personal jurisdiction in any such courts.

SEVERABILITY

This Agreement and any policies incorporated herein by reference shall be deemed severable.  The invalidity or unenforceability of any of the terms or provisions of this Agreement, and any policies incorporated herein by reference, or the invalidity or unenforceability of the application thereof to any individual, entity or circumstance, shall not affect the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other terms or provisions of this Agreement.  Each term and provision of this Agreement and any policies incorporated herein by reference shall be valid and enforceable to the fullest extent permitted by law.

Assignment

User shall not assign or transfer any of their rights or obligations under this Agreement without prior written consent from LVL, which LVL may withhold at its sole and absolute discretion.  Any actual or attempted assignment hereof by User contrary to the terms of this Agreement shall be null and void.  LVL may, at its discretion, assign some or all of it rights or obligations to a third party, without consent or approval of User.  In the event that LVL is acquired by, sold to, or merged with a third party entity, LVL reserves the right to transfer or assign all User Data as part of such merger, acquisition, sale, or change of control.

Amendments

LVL reserves the right to amend this Agreement at its sole discretion, without your consent.  This Agreement may be amended by LVL by LVL providing notice of the amendment (i) by email to the email account used to create your Account; (ii) by posting a new version hereof to the Services; or (iii) by your accepting a revised version of this Agreement at an Account login.  Where you have accepted the amendment or where the amendment is required by a change in Applicable Law, or to address a security or compliance requirement, as indicated in the notice of amendment contemplated above, the amendment shall take effect as of when this Agreement is updated or the notice contemplated above has been sent, otherwise, the amendment shall take effect if you do not close your Account within thirty (30) days following the notice contemplated above.  If you do not agree with a proposed or actual amendment to this Agreement, your sole remedy is to discontinue use of the Services and close your Account.

NON-WAIVER OF RIGHTS

Any failure or delay by LVL to exercise any right, privilege, or power under this Agreement shall not operate as a waiver thereof.  This Agreement shall not be construed to waive any rights that cannot be waived under Applicable Laws.

Force majeure

LVL shall have no liability or responsibility for; (i) failure in performance or interruption of service (ii) any inaccuracy, error, delay in, or omission of information or transmission of information, (iii) any loss or damage that you may incur, which results directly or indirectly from any force majeure event including, but not limited to flood, act of civil or military authorities, terrorist acts, extraordinary weather conditions, fire, war, strike or other labor dispute, interruption of telecommunication services, accident, power failure, hardware or software malfunction, any act of god, or any other act that is beyond our reasonable control.

Independent relationship; no broker or agent

LVL is an independent contractor and nothing in the nature of the Services, or any provisions in this Agreement shall be deemed, or cause, or is intended to cause User and LVL to be treated as partners, joint venturers, or as an agent of the other party.  LVL is not User’s broker, intermediary, agent, or financial advisor, and LVL has no fiduciary obligation to User in connection with any LVL Exchange trade or other Transactions, or other acts or omissions of User with respect to the Services.  For the avoidance of doubt, LVL is in no manner providing investment advice, tax advice, legal advice, or other professional advice whether through the Services or otherwise.  LVL does not recommend or endorse that you purchase or sell any Digital Asset or that you make any investment or enter into any trade or Transaction.  

Before engaging in any trading or investment activity, User should always consult a qualified professional.

Survival

All provisions of this Agreement, and any policies incorporated herein by reference, which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement.  Such provisions include, but are not limited to, sections and provisions relating to Account termination or suspension, funds due to LVL, disputes with LVL, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, Disclaimer of Warranties, Limitation of Liability, Indemnification, Binding Arbitration, and Governing Law.

Contact

If you have any questions, concerns, or need to contact us regarding this Agreement, you may contact us by emailing us at support@lvl.co, or via our support page at https://support.lvl.co 

Headings

Section headings and section labels are provided for convenience only, and do not form part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

English

This Agreement is presented in the English language.  Any translation of this Agreement is for your convenience, and any meanings of terms, conditions, or representations are subject to the definition and interpretation of the English language.

Entire agreement

This Agreement, and the policies incorporated herein by reference, constitute the entire understanding and agreement between User and LVL regarding the Services.  This Agreement, and the policies incorporated herein by reference supersede all other representations, agreements and understandings, both written and oral, including without limitation any prior versions of this Agreement, among User and LVL with respect to the Services.  In the event of any conflict between this Agreement and any other agreement User may have with LVL, unless the other agreement specifically references and identifies this Agreement, this Agreement shall control.

Glossary

For the purposes of this Agreement, the terms below in this glossary have the meanings indicated below:

Account means a unique account created and hosted by LVL and shall serve as a record of: (i) your acceptance of this Agreement; (ii) your use of the Services; and (iii) Transactions. 

Affiliate means, in relation to a Party, another person or entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Party, or a Party's principal partners, shareholders, or owners of some other ownership interest.

AML Program means the anti-money laundering and know your customer programs, policies and procedures in place at LVL, such as they may be from time to time.

App means one or more applications made available to a User for use on one or another or multiple Devices, such as they may be from time to time.

Applicable Law means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, judgment, decree or other requirement of any Regulator which is legally binding and applicable to such Person or any of its Affiliates or any of their respective properties, assets, equity holders, officers, directors, members, partners, employees, consultants or agents.

Approved Network means the blockchain or network supporting a Digital Asset and Transactions in that Digital Asset.

Approved Regions means the limited list of states of the United States and other jurisdictions, indicated on the Site or in the App as being jurisdictions where the Services are available.

Assets means, collectively, all Digital Assets in a Hosted Wallet and all Fiat in the User DDA.

Bank Account means a U.S. Fiat account including User DDA or External DDA.

Cardholder Agreement means the agreement between the Issuing Bank and User governing the User Card.

Cookie Policy means the LVL cookie policy, posted at https://support.lvl.co/hc/en-us/articles/360030800371-Cookie-Policy, such as it is from time to time.

DDA Bank means Evolve Bank & Trust, bank having its head office at 123 West Parkin Street Parkin, AR 72373 USA.

Digital Asset means a decentralized virtual currency, that is indicated in the Account as supported by the Services, such as they may be from time to time, such as, for example, Bitcoin or Ethereum.

Digital Asset Transaction means a Transaction involving Digital Assets being transferred from one Digital Asset Wallet to another.

Digital Asset Wallet means the Hosted Wallet, or a third party service, device, code or protocol used to store Digital Assets or initiate Digital Asset transactions via the Account or otherwise.

EULA means an end user license agreement between User and LVL with respect to an App.

Exchange Transaction means a Transaction initiated through the Account by which User sells a specific quantity of a Digital Asset to another user of the Services in consideration of a specific quantity of another Digital Asset, or Fiat, via the Service of LVL matching compatible open orders subject to the Trading Rules.

External DDA means a bank account of the User at a U.S. bank or financial institution that is not the DDA Bank or the Issuing Bank.

External Wallet means a Digital Asset Wallet from which LVL is not capable of initiating any Transaction.

Fees means the fees applicable to the Services, or any element thereof, indicated in the Services or in your Account, such as they may be from time to time.

Fiat means United States Dollars.

Fiat Transaction means a Transaction involving the transfer of Fiat from one Bank Account to another.

Hosted Wallet means the LVL-hosted custodial service of allowing the User to deposit with LVL, store with LVL, transfer or withdraw Digital Assets, via the Account.

Issuing Bank means a bank that is in the business of issuing User Cards to Users.

LVL Exchange means the Service of allowing User to post, Fill or cancel Orders as per the Trading Rules.

Other User means a Person that is not the User or an Affiliate of the User, who is party to an agreement with LVL substantively identical to this Agreement and that is a user of the Services;

Person means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, Regulator or government or any agency or political subdivision thereof.

Privacy Policy means the LVL privacy policy, posted at https://support.lvl.co/hc/en-us/articles/360030800331-Privacy-Policy, such as it is from time to time.

Regulator means any federal, provincial, state or local or foreign government or any court, arbitrator, administrative or regulatory agency or commission or other governmental authority or agency.

Settings means selections you make through the Account or in a means otherwise provided by LVL from time to time.

Third Party Content means links, graphics, images, social media content to third party sites, content or other information supplied by third parties and that can be viewed or access from the Account, Site or App.

Third Party Servicer Agreement means an agreement between User and a Third Party Servicer pursuant to which the Third Party Servicer delivers their services.  User DDA Agreement and Cardholder Agreement are both Third Party Servicer Agreements.

Third Party Servicer means a third party: (i) whose service are compatible with the Services, as indicated by LVL in the Account; (ii) that User has retained under a Third Party Servicer Agreement; (iii) with whom User wishes to share User Data; and (iv) through which User wishes to deliver instructions to LVL with respect to the Account.  Each of DDA Bank and Issuing Bank are Third Party Servicers.

Trading Rules means those rules governing Transactions and other elements of the Services, set out at https://support.lvl.co/hc/en-us/articles/360030800311-Trading-Rules or in the App.

Transaction means any of a Digital Asset Transaction, Fiat Transaction, LVL Exchange trade or other transaction in Digital Assets or Fiat within or initiated by the Services.

User Card means a card issued to User by Issuing Bank.

User Data means the information collected, stored, accessed or used by LVL in the course of supplying the Services in respect of the Account.

User DDA Agreement means the agreement between User and DDA Bank governing the User DDA.

User DDA means a bank account of the User at the DDA Bank.

User Device means an electronic device used by User to access the Services, such as a computer, tablet, mobile phone or other device.

User KYC Information means information requested by LVL or provided by User in relation to the initial establishment of the Account or the subsequent operation of the Account and includes, but is not limited to, User name, address, email address, date of birth, government-issued photo identification, taxpayer identification number, government identification number, IP address, a photo or video of the User, MAC address of User Device, payment account information (e.g. credit card) and User Digital Asset Wallet information.

Prohibited Activity means the operation of or the direct or indirect facilitation of any of the following:

• Any act that is illegal in the United States or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
• Operation of a business that is similar to or competitive with the Services;
• Operation of a Crypto exchange;
• Operation of a Crypto wallet;
• Operation of a payment processor, money transmitter, check casher, foreign exchange dealer, provider of prepaid access or other money services business;
• Betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
• Bill payment services;
• Credit counseling or repair agencies;
• Credit protection or identity theft protection services;
• Direct marketing or subscription offers;
• Inbound or outbound telemarketing businesses including lead generation businesses;
• Internet, mail or telephone order pharmacies or pharmacy referral services;
• Creation, promotion or sale of items that encourage, promote, facilitate or instruct others to engage in illegal activity;
• Creation, promotion or sale of items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics;
• Creation, promotion or sale of items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
• Creation, promotion or sale of items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
• Creation, promotion or sale of items that promote, support or glorify acts of violence or harm towards self or others;
• Using the Services in any manner related to live animals;
• Using the Services in any manner related to payment aggregators;
• Purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
• Unregulated sales of money-orders or foreign currency;
• Using the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
• Using the Services in a manner that LVL or any of its suppliers reasonably believes to be an abuse of the Services;
• Using the Services in a manner so as to avoid payment of the Monthly Fee;
• Using the Services in any manner that could damage, disable, overburden, or impair LVL or any of the Services including without limitation, using the Services in an automated manner;
• Using the Services in any way that assists User or others in the violation of any law, statute or ordinance;
• Using the Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
• Using the Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
• Using the Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
• Using the Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
• Using the Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
• Using the Services to send or receive what LVL considers to be funds for something that may have resulted from fraud or other illegal behavior;
• Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or
• Using the Services in any manner related to weapons including replicas and collectible items.

Please note that the Trading Rules contain additional defined terms that are used in this User Agreement.

 

 

Last updated

6 March 2020