End User License Agreement
This end user license agreement (the “Agreement”) is entered into between Samsa Technologies Inc., doing business as LVL, a company incorporated under the laws of Delaware, having its registered address in Los Angeles, California (“LVL”) and you (“You” or “Your”). This Agreement applies to the software that accompanies this Agreement known as the ‘LVL App’ (the “Software” or “App”), in whichever manner you may receive it or make use of it, which shall include all: downloads of the App, updates or patches to App, documentation for the App such as user guides, other documentation, online services, such as those appearing on the https://lvl.co (the “Site”), that relate to the App and all LVL support services, (such as technical support, system setup, installation assistance, related to the App or otherwise).
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LVL ONLY. BY INSTALLING OR USING THE APP YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE APP AND MUST UNINSTALL AND DISCONTINUE USE OF THE APP.
You acknowledge that this Agreement is concluded between You and LVL only. No third parties, including but not limited to Apple or Google are party to this Agreement. You acknowledge that LVL is responsible for the App and the content thereof, as outlined herein. This Agreement is not in conflict with the App Store Terms of Service or Google Play Terms of Service as of the effective date of this Agreement, such terms both parties have had the opportunity to review.
- App License
The App is licensed, not sold. This Agreement only gives you some rights to use the App. LVL reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this Agreement. Subject to the terms of this Agreement, LVL grants you, and you accept, a limited, non-transferable license to use the App only for the specific purposes set forth herein, and for no other purpose (the “License”). The purpose for which the foregoing limited, non-transferable license is granted is to permit you to use the App on a phone, tablet, computer or other mobile device (each, a “Device”). Your Device operating system must be operating according to vendor / licensor / carrier specification and it may not be hacked or jail-broken. You must be the rightful user of your Device and as applicable, be at all times be in accordance with the Usage Rules set out in the Apple App Store Terms of Service (including, in accordance with use associated with Apple Family Sharing or volume purchasing) or in the Google Play Terms of Service or such other Device or platform terms as may apply to You. LVL assumes no liability whatsoever from compromised or unlicensed Devices running the App.
- Limitations on App Use
Without limitation, you agree not to: (i) use the App in any form other than object code form; (ii) decompile, reverse engineer, or otherwise seek or utilize any expression of the App in other than object code form; (iii) copy the App or any part thereof (including without limitation reproduction of screenshots of the operation thereof); (iv) alter or otherwise modify the App, or any part thereof for any purpose; (v) sub-license, or assign the use of the App to any third party; (vi) publish the software for any purpose; (vii) use the App for any purpose that is a breach of laws applicable in the jurisdiction where you reside and in any of the United States.
The License is granted for use by an individual user that is you (a “User”).
The License may be on a trial basis in which case, your use of the App is limited to the trial period and any other restrictions on a License that may apply to a trial period, such as limited functionality.
If your License is on a Fee subscription basis, your rights to use the App are limited to the subscription period. You may have the option to extend your subscription. If you extend your subscription, you may continue using the software until the end of your extended subscription period. If the period is month to month then your license is renewed for an additional month with each Fee payment.
- Data Collection and Access
4.1 In the course of using the App, you may upload data to the App concerning your App preferences, pictures, videos, terms of sale, fiat transactions, transactions involving convertible virtual currency (“Digital Assets”), terms of payment transactions, other customizable fields within the App, version, App version, App product ID, internet protocol address of your Device, hardware configuration of your Device, including unique identifiers of the hardware, firmware, or operating system (all being “User Data”). BY USING THE APP, YOU ARE GRANTING LVL A RIGHT TO COLLECT, STORE, USE AND DISTRIBUTE THE USER DATA AS PER YOUR INSTRUCTIONS THROUGH THE APP IN ORDER TO FACILITATE YOUR USE THEREOF. User Data will be stored on servers controlled by the LVL or by third party service providers retained by LVL, and not necessarily on your Device. Other than the foregoing rights in the User Data, all User Data shall remain your sole and exclusive confidential property. LVL may, however, use anonymized, aggregate User Data for its own internal purposes or for the purposes of analyzing its licensee needs and promoting the App to third parties. You are responsible for the content and accuracy of all User Data.
4.2 LVL reserves the right (but has no obligation) to reject or edit User Data, in so far as it is distasteful or appears to be used in contravention of third party intellectual property rights as reasonably determined by LVL. LVL can only remove User Data from its network, and LVL makes no representation or warranty regarding the removal of User Data from sites outside of the LVL network.
4.3 Where User Data include images, you grant to LVL an exclusive revocable license to use, copy, distribute, transmit, display and publish such images in connection with your License. You also expressly agree not to display, transmit or use these images in any way in connection with any services competing with LVL.
4.5 By entering your personal information, such as first name, last name, phone number, email or other such information, you agree to let LVL and its third party servicers that assist in LVL providing the App, to use that information, and Device information, such as MAC address and other Device identifiers for purposes of providing the LVL Services (as defined below) through the App.
With the exception of any limited trial period posted on the Site, which may be used only once by any given User, the License to use the App is subject to your payment of fees as set out on the Site (the “Fees”). Fees are subject to change by notice through the App or the Site; your continued use of the App for thirty (30) days following any such notice shall be your implicit acceptance of the change in Fees. The Fees shall be in addition to any other fees for which you may be liable to LVL under other agreements with LVL.
Your Representations and Warranties.
It is agreed between the Parties that performance by LVL hereunder, whether the representations, warranties and covenants of you are fulfilled or not, shall in no manner whatsoever waive the benefit, to LVL, of any such representations, warranties and covenants of you. You hereby warrant and covenant to LVL that:
6.1 Duly authorized. You are an individual, you are over the age of 18, you are not a Prohibited User (as defined the LVL User Agreement) and you reside in an Approved Region (as defined in the LVL User Agreement). You are located not in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country. You are not listed on any U.S. Government list of prohibited or restricted parties. You have the necessary power and authority to execute this Agreement and to perform your obligations hereunder. Such execution and performance by you does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which you are subject;
6.2 Compliance with Laws. Your actions conform to all applicable laws in the jurisdictions where LVL, and you are located. You will use the App in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in the jurisdiction where you reside and of the United States. You shall not use the App to sell or promote or otherwise facilitate Prohibited Activities (as defined in the LVL User Agreement);
6.4 Solely for Personal Use. You shall use the App exclusively for personal use.
6.5 Collection of Taxes. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities. You agree to pay and remit all taxes applicable related to your use of the App.
6.6 Opportunity to Consult Counsel. You have had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.
Title in App
The App, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the App, user manuals, technical manuals, and other materials issued to Licensee in connection with the License), appearance, structure and organization, is a proprietary product of LVL and is protected by copyright and other laws. Title to the App, and any copy, update, modification or merged portion thereof, shall at all times remain with LVL. You acknowledge that LVL expressly reserves the entire right, title and interest in and to the App, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the App. You shall not remove any trademarks, proprietary legends, or copyright notices from the App, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the App in any manner.
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. In the event of any third party claim that the App or your use of the App infringes upon that third party’s intellectual property rights, LVL, not Apple or Google, shall be solely responsible, if it should decide to, investigate, defend, settle or discharge any claim brought against it relating to infringement of intellectual property. 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.
LIMITATION OF LIABILITY
NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LVL EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE APP OR THAT THE OPERATION OF THE APP WILL BE INTERRUPTION OR ERROR FREE. IN THE EVENT THAT THE APP FAILS TO CONFORM TO ANY WARRANTY NOT EXPRESSLY DISCLAIMED, YOU MAY NOTIFY APPLE OR GOOGLE AS APPLICABLE, OF SUCH FAILURE AND APPLE OR GOOGLE MAY REFUND THE PURCHASE PRICE OF THE APP, APPLE OR GOOGLE SHALL HAVE NO OTHER WARANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY.
LIMITATIONS OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LVL, ITS VENDORS, CLIENTS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF LVL HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL LVL’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOUR, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO LVL DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
FOR GREATER CERTAINTY, THE FOREGIONG LIMITATIONS SHALL APPLY TO ANY AND ALL LIAIBLITIES THAT MAY ARISE HEREUNDER, INCLUDING THOSE ON ACCOUNT OF LOSS OR BREACH OF USER DATA, FAILURE OF THE APP TO FUNCTION FOR ITS INTENDED PURPOSE, FAILURE OF THE APP TO COMMUNICATE WITH BANKS, DIGITAL ASSET BLOCKCHAINS, BANKS OR OTHER THIRD PARTY APPLICATIONS. LVL MAKES NO REPRESENTATIONS AS TO THE ABILITY OF THE APP TO INTERGRATE WITH BANKS OR PAYMENT PROCESSORS. YOUR RETAIN SOLE LIABILITY FOR YOUR AGREMEENTS WITH DIGITAL ASSET WALLETS, EXCHANGES OR OTHER THIRD PARTIES AND SHALL, WITHOUT LIMITATION, INDEMNIFY AND HOLD LVL HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING ON ACCOUNT THEROF.
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. TO THE EXTENT ANY WARRANTY EXISTS UNDER LAW THAT CANNOT BE DISCLAIMED, LVL, NOT APPLE OR GOOGLE, SHALL BE RESPONSIBLE FOR SUCH WARRANTY.
You shall have sole and exclusive responsibility for the operating system of your Device, its being functional, up to date and secure. We strongly recommend that you use anti-virus software and encrypted wifi network connections where such connections are in use.
You agree that you are solely responsible for internet, wifi or other connectivity within your premises.
Force Majeure. LVL shall use its commercially reasonable efforts to perform its obligations hereunder, however, LVL, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond LVL’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, pandemic, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. LVL’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by you.
Term and Termination
10.1 Term. The term of this Agreement shall begin as of when you first install the App on your Device and shall end thirty (30) days thereafter, after which it shall be automatically renewed for additional and successive thirty (30) day terms until terminated in accordance with the terms hereof.
10.2 Termination. LVL may terminate this Agreement at any time on notice to you. Either party may terminate this Agreement on thirty (30) days notice prior to the end of the then current term. Either party may terminate this Agreement in the event that the other party is in material breach hereof and such breach is not cured within thirty (30) days of notice of such breach.
10.3 Suspension. If any information provided by you is found by LVL to be inaccurate or false, or your use of the Services or Account places LVL under excessive security, financial or reputational risk, LVL may immediately suspend or terminate the Services or cause its Vendors to do the same, as the case may be.
10.4 Modification or Termination of Service. LVL reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the App (or any part thereof) with or without notice. You agree that LVL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the App. LVL shall be under no obligation to continue providing any of the App and may terminate License for you at its sole discretion and without penalty on five (5) days notice through the App or the Site.
LVL Digital Asset Services
LVL provides services that are accessible through the App and defined in a separate user agreement posted at the Site and in the App (the “User Agreement” and such services being the “LVL Services”). This Agreement does not govern the LVL Services. The LVL Services are governed pursuant to the User Agreement and include a hosted Digital Asset wallet, a Digital Asset exchange and direct deposit account data communication service, each as described in detail in the User Agreement.
DIGITAL ASSETS (LIKE BITCOIN) ARE INHERENTLY RISKY. PLEASE READ THE USER AGREEMENT BEFORE ACCEPTING IT INCLUDING THE RISK DISCLOSURES.
12.1 Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be delivered electronically.
12.2 Product Claims. LVL shall be responsible for addressing Your or third party claims regarding the App. LVL shall have the authority to determine how such claims shall be addressed, if at all. Such claims may include but not be limited to claims: (i) product liability; (ii) the App fails to conform to any applicable legal or regulatory requirement and; (iii) arising under consumer protection, privacy or other similar legislation.
12.3 Independent Contractor. 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 You 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 except as expressly set out in the User Agreement, LVL has no fiduciary obligation to User in connection with any LVL Services, or other acts or omissions of User with respect to the LVL 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 LVL Services or otherwise. LVL does not recommend or endorse that you purchase or sell any Digital Asset.
12.4 Amendments to this Agreement. From time to time LVL will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site or accessible through the App. If the amendment or revision is required in order to LVL and the App to remain in compliance with applicable laws or payment network regulations, then the amendment or revision shall take effect as of when it is posted to the Account. If, on the other hand, the amendment or revision is not required under law or by a payment processor of LVL, and you do not close your Account within thirty (30) days of notice through the Site or the App of the amendment or revision, then the you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Account.
12.5 Assignment. You 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 You 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 Your consent or approval. 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.
12.6 Successors. This Agreement and the provisions hereof shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
12.7 Enforcement. The you shall be liable for and shall indemnify and reimburse LVL for any and all reasonable attorneys’ fees and other costs and expenses paid or incurred by LVL in the enforcement of this Agreement, or in collecting any amounts due from you hereunder, or resulting from any breach of any of the terms or conditions of this Agreement.
12.8 Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
12.9 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
12.10 Governing Law and Choice of Forum. To the extent permitted by law, this Agreement shall be deemed to have been formed in the State of Delaware. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the State of Delaware.
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.
12.11 Maintenance and Support. To the extent that any maintenance or support of the App is provided, LVL shall be furnish such maintenance or support. None of Apple, Google or other third parties shall have any obligation whatsoever to furnish any maintenance or support with respect to this App or this Agreement.
12.12 Questions, Complaints, Comments. All questions, comments or complaints related to the App should be directed to LVL at firstname.lastname@example.org by telephone at (775) 863-8670 or in writing to 409 N Larchmont Blvd, Los Angeles, California, 90004.
12.13 Third Party Beneficiaries. The parties acknowledge and agree that Apple and Apple’s subsidiaries or Google and its subsidiaries, as applicable) are third party beneficiaries to this Agreement and that upon acceptance of this Agreement, Apple or Google each have the right (and has deemed to have accepted the right) to enforce this Agreement against You as the third party beneficiary hereof.
12.14 Whole Agreement. References to "this Agreement" include any Fees, schedules, supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by LVL and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
Last updated 27 April 2020.