User Agreement

Feb. 11, 2019


Notice

PLEASE READ THIS USER AGREEMENT CAREFULLY.  By creating an account, and clicking on ‘I agree’, or by accessing or using the Services, you acknowledge that you have read, understand, and agree to be legally bound by this User Agreement, plus the Privacy Policy, E-Sign Agreement, Cookie Policy, and any other policies incorporated by reference.

Summary

This User Agreement, and any terms or policies expressly incorporated (the “Agreement”) apply to any access to, or use of, any services or websites (the “Services”) made available by Samsa Technologies Inc, doing business as Level (“LVL”, “Level”, “Level Invest” “we”, or “us”).

Modifications

We reserve the right to modify this Agreement at any time, in our sole discretion.  We may modify this Agreement by providing notice via one or more of the following methods; a) by email to the email account used to create your Level account, b) by updating the ‘last updated’ date listed herein, or C) by your acknowledgement as part of your Level Account login.  We strongly recommend that you frequently review the Agreement to ensure that you understand them, and how they apply to your access to and use of the Services. By continuing to use or access the Service(s) you confirm your agreement to the modified Agreement.  If you do not agree, your sole remedy is to discontinue use of the Services, and close your account.

Eligibility

You must satisfy the criteria outlined in this section to be eligible to use the Services.

You represent and warrant that you; (a) are of legal age to form a contract (at least 18 years old in the United States) and have full power and authority to agree to this Agreement, (b)  have not previously been suspended or removed from using the Services, (c) are not identified as a “Specially Designated National” by the Office of Foreign Assets Control, and (d) are not on the United States Commerce Department’s Denied Persons list.  You further represent and warrant that you will not use our Services if any laws in your country prohibit you from doing so in accordance with this Agreement.

You may not use the Services on behalf of another legal entity (“Enterprise User”), without Level’s prior, written approval.  If such approval has been provided, you represent and warrant that a) the entity is duly organized and validly existing under the laws of the applicable jurisdiction of the entity, and b) that you are duly authorized to act on such entity’s behalf.  If you use any Services on behalf of any Enterprise User, both you and the Enterprise user will be jointly and severally liable for any violation of this Agreement.

Restricted locations

If you are a citizen or resident of a, state, country, territory, or other jurisdiction that is embargoed by the United States, or in a location where your use of the Services would violate any applicable law, you may not use the Services.  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.

Level may not make the Services available in all jurisdictions, and may restrict or prohibit the use of the Services in certain jurisdictions in its sole discretion. Level may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this section.  You agree to comply with such restrictions pursuant to this section, even if the methods imposed by Level to prevent the user of the Services are not effective or can be bypassed.

Services

Your Level Account encompasses the following services, collectively referred to as the “Service” or “Services”

  • The website www.lvl.co (the “Site”), or our mobile applications, any other related services, sites, or applications provided by Level.
  • Your Level Account.
  • One or more Digital Asset wallet services (“Hosted Wallets”) that allow you to store certain supported Digital Assets, like Bitcoin or Ethereum (“Digital Assets”).  These Digital Assets may also be referred to as “Funds” for the purposes of this agreement.  The Hosted Wallet allows users to store, manage, track, and transfer supported Digital Assets.
  • A Digital Asset exchange platform that matches user trades with open orders on our platform (the “Level Exchange”).

One or more of the above referenced Services are governed by the Level Trading Rules, which can be seenat www.lvl.co/support/legal.

Account

In order to use Level Services, you must create and maintain an account (“Level Account”).  During account creation, you will be requested for certain information, including but not limited to your name and other personal information to verify your identity and for other applicable screening procedures.  We may, in our sole discretion, refuse to provide you with a Level Account, or limit the number of Level Account’s that you may hold.

As part of your Level Account creation, you agree to:

  • Provide complete, accurate, and truthful information
  • Update any information you have provided to keep the information in your Level Account accurate and up to date
  • Create a unique and strong password, and take reasonable steps to protect your password.
  • Restrict access to your Level Account by other persons, and take reasonable actions to prevent unauthorized access or use of your Level Account
  • Promptly notify us if you suspect any unauthorized use or access of your Level Account, or otherwise suspect any security breaches
  • Be responsible for all activities that occur under your Level Account, and accept all risks of any unauthorized access to your Level Account to the maximum extent permitted by law

Level, in its sole discretion, may offer or require enhanced security features for your Level Account, including two-factor authentication.  For any enhanced security features, it is your responsibility to ensure the security of any device or account that may be associated with the enhanced security features.  Any mention of, or linking to, third parties by Level that provide such security features (“2FA Provider”) is offered as a convenience and shall not be considered an endorsement or requirement of Level to use such 2FA Provider.

Level is a regulated financial service company, and is required to identify users of our Services.  We collect and verify certain information about you to protect the Level community and to keep appropriate and required records.  Some or all of this information may be used as part of our Anti-Money Laundering and Know Your Customer (“AML/KYC”) compliance efforts.  Our AML/KYC program and procedures may updated from time to time.

Third party access to account

If, from time to time and to the extent granted by Level, you grant express permission to a third party to access or connect to your Level account, either through the third party’s product or service, or through the Level site, you agree and acknowledge that your grant of that permission to the third party to take actions on your behalf does not waive or relieve any of your responsibilities or obligations under this Agreement.  You are wholly responsible for any and all actions taken by third parties with access to your Level Account.  You agree and acknowledge that you will not hold Level liable for, and will indemnify Level against, any liability in connection with any act or omission of any third party with access to your Level Account.

Identity verification

During account creation, you agree to provide info, for purposes of ID verification and screen procedures, with respect to your transactions associated with your Level Account. 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 Block persons list maintained by the United States Office of Foreign Assets Control, the United States Department of Commerce Denied Persons list, or any other similar list issued by any United Sates governmental authority prohibiting or limiting business activities with any person.

You will need to complete certain verification and screening procedures prior to access to certain Level Services.   Your access to one or more Level Services may be limited or altered as a result of information collected about you on an ongoing basis.

You may be required to provide Level certain personal information, including but not limited to; your name, your address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of government issued ID or other photographic proof of your identity, and information regarding your bank account.

You authorize us to, directly or through third parties, make inquiries and any other actions we reasonably consider necessary to verify your identity, and the information you have provided to us.  When we perform these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crimes agencies.  Level will not be liable or responsible for any permanent or temporary inability to access or use any Level Services, including your inability to withdraw Digital Assets or execute Trades or Orders, as a result of any identity verification or screening procedures.

Unacceptable use or behavior

You are solely responsible for your actions, conduct, and behavior while using the services.  You shall not

  • Use the Services to support, pay for, or otherwise engage in any illegal gambling activities, money laundering, fraud, terrorist activities, or other illegal activities
  • Use or attempt to use another user’s account without their authorization
  • Provide misleading, inaccurate, or false information
  • Engage in activity, or use the Services in any manner, that imposes an unreasonable or disproportionately large burden on Level infrastructure
  • Engage in any behaviors that disrupt or negatively affect or inhibit other users from fully enjoying Level Services
  • Detrimentally interfere with, intercept, or expropriate Level systems, data, or information
  • Transmit or upload to Level or the Services any malware, virus, trojan horses, worms, or other harmful programs
  • Circumvent, or attempt to circumvent any content filtering techniques we employ
  • Access, or attempt to access, any service or area of the Services that you are not authorized to access
  • Develop or implement any third-party application that interacts with our Services without our prior written consent
  • Use any bot, crawler, or scraper, or other automated methods to interface with the Services not provided by us to extract data or use the Services
  • Interfere with another individual or user’s access to or use of any Services
  • Engage in activity that can be interpreted, in our sole discretion, to harass, stalk, threaten, defame, or abuse, or otherwise violate or infringe the legal rights of others, or is otherwise deceptive or objectionable
  • Post or distribute unsolicited content, promotions, campaigns, or commercial messages (SPAM), or any message or user content designed to deceive a user of the Service
  • Post content containing private information of any other user or third party, including but not limited to phone numbers, email addresses, mailing addresses
  • Collect or scrape user information of others, including but not limited to email addresses
  • Violate any law, contract, intellectual property, or other third-party right
  • Commit any tort
  • Engage in any fraudulent activity to defraud Level, or Level users
  • Induce or encourage any third party to engage in any activities or behaviors prohibited in this section

Fees

You agree to pay us the fees described in this Agreement, in the Trading Rules, or elsewhere displayed on the Site, and any other fees you accrue in the use of the Services or under your Level Account, which we may change from time to time.   You authorize us, or our designated payment processor, to deduct any applicable amounts due or owed in connection with the Services from your Hosted Wallet, or from any other payment method you may provide to us.

Unless otherwise indicated by Level on its website, you will pay Level a monthly membership fee (the “Membership Fee”) as outlined in our Fee Policy. Membership Fees will be charged at the beginning of the service period, and prorated and calculated against the remaining days of the month.

Certain Services may have corresponding fees above and beyond the monthly Membership Fee.  Please see the Fee Policy and Trading Rules at www.lvl.co/support/legal for a listing of those fees. 

If you fail to pay fees or any other amounts due or owed, and we refer your account to a third party collection service, in order to cover our collection costs, we shall charge you the lesser of an 18% collection fee, or the maximum percentage permitted by applicable law. 

Hosted wallets, generally: account funding, deposits, withdrawals and transfers

See also Trading Rules at www.lvl.co/support/legal

Certain Services of Level require the use and funding of the Hosted Wallet.  The Hosted Wallet permits the user to generate one or more addresses to which Digital Assets may be transferred into from an external account, that may or may not be a Level Account (“External Account”).  You may be required to verify that you control the External Account.  If you transfer any Digital Assets to your Hosted Wallets that are not supported by Level, such Digital Assets may be permanently lost.  Digital Assets in your Level Hosted Wallet can only be used in connection with Services on Level – to use them elsewhere, you must transfer them out of your Level Hosted Wallet.

You may be charged fees by the External Account you use to fund your Level Account.  Level is not responsible for any External Account fees, or management of, or security of any External Account used to fund your Level Hosted Wallet.  Level makes no guarantees regarding the amount of time required to fund your Level Account from your External Account, as the timing depends in part on performance of third parties.  Level may impose limits on the amount or value of any transfers, or suspend or terminate the ability to transfer Digital Assets in or out of your Hosted Wallet, in order to comply with any applicable laws, regulations, or order of law enforcement or other governmental authority, or otherwise at Level’s discretion.

You are required to retain in your Hosted Wallet an amount of Digital Assets that is greater than  any minimum quantity required to satisfy any open orders, open positions, or outstanding or pending fees.  Otherwise, you may withdraw any amount of Funds in your Level Account and transfer them to an External Account, up to the total amount of Funds, provided this amount does not exceed any daily or other periodic basis withdrawal limits, less any withdrawal fees, if applicable.

You hereby authorize Level to execute any transfer of funds, in an amount specified by you, into or out of your Hosted Wallet to any external address specified by you.   Level is not able to reverse any transfers. Level bears no responsibility or liability for transfers that were specified by you that were incorrect, erroneous, improperly formatted, or intended for a different type of Digital Asset.  If the External Account rejects the transfer of funds, you agree that you will not hold Level liable for any damages resulting from such rejected transactions.

You acknowledge and agree that you are solely responsible for; (a) Any and all third party fees associated with External Accounts, (b) any and all fees charged by Level for any transfers, withdrawals, or deposits, (c) ensuring that transfers are handled in compliance with Level requirements, (d) ensuring that transfers are handled in compliance with any third party service or Digital Asset requirements, (e) ensuring that addresses and information provided as part of the Digital Asset transfer are true, correct, and free of errors.  You further acknowledge and agree that your failure to comply with the above may result in the permanent loss of Digital Assets.

Termination, suspension, cancellation, changes

Level may, at any time and in our 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 our sole discretion, without prior notice, and without any liability to you, Level may (a) cancel or deactivate your account, or (b) temporarily or permanently, suspend, restrict, or terminate your access to any or all of Level Services.

You acknowledge and agree that any termination, cancellation, deactivation, suspension, or restriction actions taken by Level may be taken as part of certain confidential risk management and security protocols.  You acknowledge and agree that Level is under no obligations to disclose to you the details or information surrounding our risk management and security protocols.

You acknowledge and agree that Level shall not be liable for any losses suffered by you, or diminished value in Digital Assets, resulting from any suspension or termination of your access to any portion of or all of the Services.  If and when you regain access to the Services, you acknowledge and agree that Digital Asset valuations may differ from the period of time prior to the termination or suspension.

In the event of discontinuation of all Services, or termination of your right to access all Services;  (a) all fees and amounts payable due to Level by you shall immediately become due, (b) Level may delete information in your Level Account without any liability to you; and (c) Level may cancel any open orders, trades, or transactions that are  pending at the time of the termination of discontinuation of the Services.  Unless prohibited by applicable laws or regulations, or by an order of law enforcement or other governmental authority, or a suspected violation of our risk management or security protocols, we will use reasonable efforts to provide you a reasonable, in our sole discretion, period of time to remove Digital Assets from your Hosted Wallet.

Third party content

In the Services, you may view content provided by third parties, including but not limited to web links, graphics, images, or social media content (“Third Party Content”).  Level does not control or endorse any Third Party Content, nor should any such endorsement be inferred.  We shall have no liability for such Third Party Content, including without limitation any material that may be erroneous, incomplete, misleading, offensive, or otherwise objectionable.  Further, your interaction with such Third Party Content is between you and the third parties.  You acknowledge and understand that use of any Third Party Content is at your own risk, and that Level is not responsible for any loss or damage in connection with such use.

Taxes

It is your sole responsibility for complying with all applicable laws related to your use of the Services, including without limitation to payment of any and all taxes that apply to any transactions, sales, orders, trades, profits, 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 Level is not responsible for determining the amount of any taxes you owe, nor is Level responsible for determining if taxes apply to your use of the Services, nor is Level responsible for collecting, reporting, or withholding any taxes arising from your use of the Services.

Unclaimed property

If your Level Account has been inactive for several years, and you have not responded to reasonable attempts by us to contact you, we may report your Funds to the applicable governmental entity’s unclaimed property laws.  We reserve the right to deduct any applicable administrative or dormancy fees from such unclaimed funds, as permissible by law.

Property disputes

If Level receives notice or allegation that any Digital Assets held in your Level Account or your Level Hosted Wallet are stolen or lawfully not yours to possess, Level may, but has no obligation to, place an administrative hold, of undetermined length, on the Digital Assets in your Level Account or Level Hosted Wallet.  Such hold may include but may not be limited to a suspension of your access to the Services.  You acknowledge and agree that Level shall not be liable for any losses suffered by you, or diminished value in Digital Assets, resulting from any administrative hold, suspension or termination of your access to any portion of or all of the Services in a property dispute.

Electronic notices

You hereby consent  and agree to receive all communications, including but not limited to, User Agreement or other policies you agree to (including updates to this Agreement or policies), including statements, reports, invoices, receipts, notices, disclosures, legal or regulatory statements, or documents (collectively, the “Communications”) with respect to your Level Account and your use of the Services via electronic delivery.

By consenting to electronic delivery, you authorize Level to deliver Communications by (a) email notifications, or (b) via SMS or text message to a mobile phone number you provide, or (c) by sending you an email message containing a link to, or a notice that directs you to, Level’s website where the communication or document can be read or printed.  Your carrier’s normal, messaging, data, or other rates and fees may apply to any mobile communications, and you shall be solely responsible for your carrier’s fees.  You should maintain a copy of electronic Communications sent to you by Level, either by printing a paper copy, or saving an electronic copy.

You understand that documents delivered via Level’s website, or other electronic means may be in Adobe Acrobat PDF or HTML format.  Although Level will take all reasonable precautions to ensure the integrity, confidentiality and security of emails and other electronic communications, email messages may not be secure, may contain computer viruses or other defects, may not be accurately replicated on other systems, and may be intercepted deleted or interfered without the knowledge of the sender or the intended recipient. Level makes no warranties in relation to these matters. You agree that if it you consent to electronic delivery, Level shall have no liability and you shall indemnify Level for any loss, liability, cost, expenses, demand, charge and claim of any kind resulting from the use of email. If you are unwilling or unable to accept these risks, you should not create a Level Account or use the Level Services.  You represent and warrant that you have all necessary hardware and software necessary to access, print and retain the electronic statements, reports and other communications, including but not limited to a computer with an internet connection that has a current web browser with cookies enabled and 128-bit encryption, a valid email address on file with Level, and sufficient electronic storage space to save past Communications, or an installed printer to print them.

It is your responsibility to provide us with an up to date, true, accurate, and complete email address.  You agree and acknowledge that if Level transmits or sends you electronic Communication that is not received because the email you have provided to Level is incorrect, out of date, blocked by your email service provider, or you are otherwise unable to receive electronic Communication, Level will have been deemed to have provided the Communication to you.  If you use any filtering services, such as a spam filter that blocks or re-routes certain emails, you must configure your email so that you will be able to receive the Communications that Level sends to you.  If the contact you have provided to us, including but not limited to email or phone number, behaves in such a way that electronic Communications that Level sends to you are returned, we may deem your account inactive, and you may not be able to use the Services or complete any transactions until we receive true, correct, and up to date email address or phone number from you.

You understand and agree that your consent to receipt of electronic statements, reports and other communications shall be valid until you withdraw such consent by notifying Level in writing.  Such withdrawal of consent will take effect after Level receives the written withdrawal of consent and the withdrawal of consent will not apply to any statements, reports or other communications that were furnished electronically before the date on which the withdrawal of consent becomes effective.  You understand and agree that all statements, reports and other communications from Level will be furnished on paper if you do not consent to electronic delivery. If you withdraw your consent to receive electronic Communications, Level may suspend or terminate your use of the Services. 

Risk disclosures, assumption of risks, and release of Level

You acknowledge and agree that you shall use the Services at your own risk.  You acknowledge and agree that the following risks are inherent within the Digital Asset ecosystem and, therefore, applicable to your use of or access to the Level Site or Level Services:

  • The risk of loss in transacting in or trading of Digital Assets may be substantial and losses may occur over a short period of time.  Digital Assets represent a speculative investment 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.  There is a risk that Digital Assets could lose all or substantially all of their value in a short period of time.  Level does not protect you against this risk.
  • Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of 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. Although currently Digital Assets are not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use Digital Assets or to exchange Digital Assets for fiat currency.
  • The Digital Asset exchanges on which Digital Assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. In general, Digital Assets and Digital exchanges are currently start-up businesses with little or no institutional backing, limited operating history and no publicly available financial information.  Digital Assets exchanges have been closed due to fraud, failure or security breaches.  Any Digital Assets, cash or other assets that reside on an exchange that shuts down may be lost. The participation in exchanges requires users to take on credit risk by transferring Digital Assets from a personal account to a third party’s account.
  • Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.  Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of Digital Assets or a theft of Digital Assets generally will not be reversible and you may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, your Digital Assets could be transferred in incorrect amounts or to unauthorized third parties, and Level is not responsible for guarding against such error or activity.
  • Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the your or we initiated the transaction.
  • The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear.
  • The nature of Digital Assets may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by the Services may prevent the access to or use of your Digital Assets or cause unplanned and/or significant downtime. Furthermore, the Level Services are subject to exposure from hacking, malware and general security threats and such security breaches could compromise the private keys which control movement of the Digital Assets. You acknowledge and agree that Level is not liable to you or to any other third party for the unauthorized access of your private keys absent willful misconduct or fraud on the part of Level.
  • Level’s Services and Digital Assets rely upon an internet system that includes hardware, software, and internet connections, all of which may suffer communication failures, disruptions, errors, distortions or delays that might affect your ability to access and use the Services, and access the Digital Assets in your Level Account.
  • Level 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.  Current and future legislation, Commodity Futures Trading Commission (“CFTC”) and SEC rulemaking and other regulatory developments 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.
  • Level is not your 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 to you by Level is intended as, or shall be construed as advice.
  • You acknowledge that to the extent that Level may provide you information or reports extrapolated from information held within your Level Account, regarding your portfolio status, portfolio allocation, and/or portfolio performance, this information is provided as is with no warranties (see Disclaimer of Warranties in this Agreement).

You acknowledge and agree that this brief statement does not disclose all of the risks associated with Digital Assets and using the Services.  You, therefore, acknowledge and agree that you should carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks, and that Level does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets.

The risks described in this section may result in, and are not limited to, the total loss of Digital Assets, or decrease or total loss of value of Digital Assets, or inability to realize financial benefits of holding Digital Assets, or inability to access or transfer your Digital Assets, and any other financial losses.  By creating a Level Account, and using the Services, you hereby assume all risks, and agree that Level shall have no responsibility or liability for any losses associated with such risks.

You represent and warrant that you possess (a) the necessary technical know how and ability to review and evaluate the security, integrity, operation, and value of any Digital Assets that you acquire or trade, and (b) the necessary information, experience, professional advice, and knowledge to make your own evaluation on the merits of any Digital Assets on its own, or of the merits of trading or investing in any Digital Assets.  You are responsible for performing your own independent analysis and assessment of the risks specific to the Digital Assets and the Services.  You should not acquire, trade, or hold any Digital Assets unless you can afford to lose all the value of the Digital Assets. 

Support of digital assets

Level’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.  Level’s decision to support any individual Digital Asset do not mitigate or cancel any risks associated with such a Digital Asset.  Level does not make any warranty about the suitability of any Digital Asset for ownership or trading by you.

You acknowledge and agree that Level 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.  Level may discontinue or terminate support for any Digital Asset at any time, for any or no reason.  Level 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.  Level 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 “Level Materials”) contained on our Site or affiliate sites provided in connection with our Services are the proprietary property of Level, 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 Level Materials for your personal use.  Such license does not permit the; (a) distribution of Level Materials, (b) resale of Level Materials, (c) making derivative works of Level Materials (d) decompilation, disassembling, reverse engineering, or other attempt to discover the source code of the Site, Services, or Level Materials. This license granted shall automatically terminate if your access to the Services is suspended or terminated by us.  “Level”, “Level Exchange” “Samsa Technologies Inc”, any product or service names, logos, and other marks used on the Site or Level Materials, or we otherwise use in connection with the Services are trademarks owned by Level and our licensors.  Without our prior written consent, you may not copy, imitate, or use Level trademarks.

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

Feedback; user content

Level 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 based on any Feedback you provide. You grant Level the right to unrestricted use and dissemination of any Feedback you provide, without acknowledgement or compensation to you. 

You hereby grant Level 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 Level using the Services, or submit, post, or otherwise send to Level that is not Feedback (the “User Content”).  Level 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. LEVEL EXPRESSLY REFUSES TO REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN OR SERVICES 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 EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, SCHEDULED OR UNSCHEDULED 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 – SOME OR ALL OF THE DISCLAIMER OF IMPLIED WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU

Limitation of liability

IN NO EVENT SHALL LEVEL, OUR DIRECTORS, MEMBERS, EMPLOYEES, RESPECTIVE OFFICERS,  OUR  AFFILIATES OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, OR REPRESENTATIVES, BE LIABLE  (A) FOR ANY AMOUNTS GREATER THAN THE VALUE OF THE FEES PAID BY YOU TO LEVEL DURING THE 12 MONTHS IMMEDIATELY PROCEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY, OR (B) FOR 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, OR (C) ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAIN FROM LEVEL, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, DELAYES IN OPERATION OR TRANSMISSION, OR (D) ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION,  ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE LEVEL SITE OR THE LEVEL SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF LEVEL HAS BEEN ADVISED OF, OR KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSQUENTIAL DAMAGES, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPPLY TO YOU

Indemnification

You agreed to indemnify and hold harmless Level, our officers, directors, members, employees, agents, affiliates, attorneys, suppliers, contractors, and service providers (collectively, “Indemnified Parties”), from any claim, demand, action, lawsuit, proceeding, investigation, liability, damage, loss, cost or expense, fines or penalties imposed by any regulatory authority, including without limitation reasonable attorney’s fees arising  out of or related to (a) your breach of this Agreement and this agreement (b) your violation of any applicable law, rights, or copyright of any other person or entity (c) your use of our Services (d) your conduct in connection with the use of our Services.  If you are obligated to indemnify us, we will have 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. 

 

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 arbitration.  The location of the arbitration will be determined by Level in either (i) Los Angeles, CA or (ii) the county and state of Level’s 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 Level will be consolidated with any other arbitration proceeding without Level’s 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 Level 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 LEVEL 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 LEVEL 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 LEVEL CONFIRM THAT ITS AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Governing law

You agree that the laws of the State of Delaware, USA, without regard to principles of conflict of laws, will govern this Agreement, and any other policies incorporated herein, and any claim or dispute that has arisen or may arise between you and Level, except to the extent governed by Federal Law.  You agree that Level may initiate a proceeding related to the enforcement of validity of Level’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 and state courts located in Delaware.  You waive any objection to venue 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

You may not assign or transfer any of your rights, obligations, or licenses under this Agreement without prior written consent from Level.  Any attempt by you to transfer or assign in violation hereof shall be null and void.  We reserve the right to transfer any or all of our rights under this Agreement, in whole or in part, without your consent or approval.  In the event that Level is acquired by, sold to, or merged with a third party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or change of control.

NON-WAIVER OF RIGHTS

Any failure or delay by Level 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 the laws of certain jurisdictions that you may reside in.

Force majeure

Level shall have no liability or responsibility for; (a) failure in performance or interruption of service (b) any inaccuracy, error, delay in, or omission of information or transmission of information (c) any loss or damage that you may incur, which result 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

Level 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 Level to be treated as partners, joint venturers, or as an agent of the other party.  You acknowledge and agree that Level is not your broker, intermediary, agent, or advisor, and that Level has no fiduciary obligation to you in connection with any orders trades you make on the Level Exchange, or other activities affected by you using the Services.  For the avoidance of doubt, Level is in no manner providing investment advice, tax advice, legal advice, or other professional advice by allowing you to use the Services and/or in providing the Services. In addition, Level does not recommend, or endorse that you purchase or sell Digital Assets or that you make any investment or enter into any trade or transaction. Before engaging in any trading or investment activity, you 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 Level, disputes with Level, Risk Disclosures, Unclaimed Property, Copyrights, Trademarks, Eligibility, and Disclaimer of Warranties.

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 www.lvl.co/support 

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

Last updated date

11 February 2019