Preamble & Background
Under the name Levl, Levl Finance Limited (hereinafter referred to as “Levl”, “We,” “Us”, “Our” or the “Provider”) offers a multi-currency, cryptocurrency and digital asset account service (hereinafter referred to as the “Platform”) through which customers (hereinafter referred to as “You”, “Your” or the “Customer(s)”) can open an account and register, convert, send and receive payments approved by Our Platform.
The Platform may include application programing interface (API), web-based portal, over-the-counter, voice, text, email or other similar services as We may make available from time to time. Use of the Platform by Customer requires a registration for a user account. The acceptance of the present general terms and conditions (hereinafter referred to as GTCs) and the Privacy Policy (available here https://www.levl.ch/privacy-policy) is part of the registration process. With completion of the registration and acceptance of the GTCs and Privacy Policy, Customer enters into a binding agreement with Provider regarding the use of the Platform which shall be governed by the present GTCs and Privacy Policy (hereinafter also referred to as “Agreement”).
Access and use of the Platform
Customer must first open a user account and may then start using the Platform and entering orders. In the onboarding process to open Your user account, Customer will have to go through a know-your-customer (KYC)-control procedure where we will verify Customer's identity first together with some external KYC-experts assisting Us in this process.
Throughout the KYC-control procedure, Customer is liable for any damage resulting from the deficiencies in identification.
Customer warrants to Provider that all and any information and documents provided during the KYC-control procedure are true, accurate and complete. Customer further acknowledges that the outcome of the KYC-control procedure is at the discretion of Provider and that Customer is not entitled to open a user account.
Once the user account is set up and the onboarding process (KYC) is completed, Customer is entitled to access and use the Platform in accordance with (i) its intended purposes (namely registering, converting, sending and receiving payments), (ii) in accordance with the requirements stipulated in this Agreement (in particular customer responsibilities, see further down below), and any instructions received from Provider from time to time, and (iii) in exchange for the payment of the required monthly fee(s). Customer undertakes to keep the information provided to Provider, including contact information, up-to-date, accurate and complete.
Any orders on the Platform must be entered by Customer (i) as accurately and completely as possible and (ii) in accordance with the Customer responsibilities mentioned further down below, and instructions received from Provider. Provided that these requirements are met, Customer may receive corporate treasury services (registering and conversion of currencies), pay outs (payment of amounts in fiat currencies to recipients) or pay ins (receipt of amounts in fiat currencies from payors).
Customer is prohibited from attempting to circumvent and from violating the security of this Platform and the Levl website (the “Website”), including, without limitation: (a) accessing content and data that is not intended for Customer; (b) attempting to breach or breaching the security or authentication measures which are not authorized; (c) restricting, disrupting, or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Platform or Website owner’s ability to monitor the Platform or Website, respectively; (f) using any robot, spider, or other automatic device, process, or means to access the Platform or the Website for any purpose, including monitoring or copying any of the material on the Platform or the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Platform or the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Platform or the Website.
Authorized Users
Access to the Platform is restricted to Customers which have set up a user account with Us (online-registration-process) and have designated certain individuals as authorized user. Authorized users must take all reasonable care to ensure Platform access credentials, including login details (passwords) to the Website, are kept confidential. You may not share any information with third parties that would enable another party to access Your user account with Us. We assume no responsibility or liability for any transactions, fees occurred if conducted by third parties over Your user account.
Customers that are corporate entities may be allowed by Us to use the user account through multiple persons based on an individual agreement. In this case, the corporate entity must notify Us of all individuals it wishes to be authorized users. Customer will then be responsible for introducing and training its authorized users in the use of the Platform. Each authorised user will then be permitted to access and use the Platform in accordance with this Agreement. The corporate entity shall ensure that its authorised users take reasonable care to ensure that all access credentials, including login details to the Website, where applicable, are kept confidential by each authorised user and do not enable other parties to access the Platform. Provider may deem any instruction given by an authorised user is an instruction given by the corporate entity Customer. The corporate entity Customer shall be responsible for timely notification to Provider of any revocation of authorised user access and remains liable for transactions made, fees incurred and use of Platform by an authorised user including those which have not been subject to revocation.
In order to access the Platform, You need a stable internet connection with an appropriate internet service provider and state-of-the-art computer hardware. Provider is not responsible for these items. You need a subscription with a state-of-the-art internet service provider.
We reserve the right at any time and from time to time, to disable or terminate Your user account, any username, password, or other identifier, whether chosen by You or provided by Us, in Our sole discretion for any or no reason including any violation of any provision of this Agreement.
Provider's Role
Provider provides to Customers access to the Platform under which Customer may register, convert, send and receive currencies to and from recipients and payors, as applicable. Customer may receive corporate treasury services (registering and conversion of currencies), pay outs (payment of amounts in regular currencies to recipients) or pay ins (receipt of amounts in regular currencies from payors). Provider will perform such services in accordance with customary industry standards of diligence and care. Customer acknowledges that, to the extent permitted by law, Provider may subcontract its obligations under this Agreement to third parties, including vendors providing technology and assisting Provider in processing, monitoring and distributing Customer's payment orders. Provider may use funds transfer systems and communications systems (including blockchain based systems) in which Provider participates, and such intermediaries, agents or sub-agents as Provider determines to be appropriate in connection with any service offered through the Platform – all of whom will be deemed third party service providers. Except as specifically provided to the contrary in this document, Provider will not be responsible or liable for the acts or omissions of any other person, including You, any person acting in a representative capacity, any beneficiary, financial institution, correspondent or other intermediary or any third party service provider.
Provider accepts the processing of payment orders of Customer in the format instructed to the Customer and will, following appropriate verification and formatting, automatically forward outgoing payments to the designated recipient or, if payment is received from payor, accept and forward such incoming payments to Customer. Provider will use best efforts to forward payments as soon as possible. Please note that execution and termination of payments (i.e. ultimate crediting to Customer or designated recipients) strongly depends on multiple external factors (such as the partnering banks involved in the transmission process, the technology and interfaces of the respective wallets used and/or transmission protocols etc.) as well as Your cooperation in the payment process, all of which may cause delays for which Provider shall expressly not be liable. Payments are only definitely forwarded and credited to a recipient once the payment partner involved terminates the assignment of funds. Furthermore, we reserve the right to request further information of Customers during the payment process and should Customer not provide the necessary information, payments may be further delayed. Provider reserves the right to verify the accuracy of payment orders received if Provider has reasons to believe or a suspicion of illegal activities, risk-based concerns (e.g. suspicious transaction amounts). In such cases, transaction orders may be suspended until the necessary clarifications have been received. We may without prior notification reject or terminate the payment order, (i) if We believe that Your payment order violates or harms this Agreement, any applicable law or any regulatory requirement or Our internal requirements or (inter)national sanctions that Provider is bound to observe, or (ii) if a competent authority or partnering bank requires or directs Us to do so. Provider shall not be liable to the Customer for any resulting delays in, or rejection of, the processing of payment orders of Customer or any financial institutions freezing or suspending Your accounts or any of Your transactions.
The use of any remote method of communication, in particular e-mail, computer transmission carries risks that are beyond Provider's control. These methods of communication use infrastructures (in particular, public or open lines and networks and mailboxes) without particular protection that may be easily accessible to unauthorized third parties. Methods using the internet network without appropriate protection, such as non-secure computer connection, present increased risks as regards their integrity, such as viruses, intrusions, hacking and imitation or falsifying of means of identity verification.
Customer is exclusively responsible for all risks and any loss of any kind that Customer may sustain, originating in the use of the means of communication and transmission, particularly in the event of mistakes, loss, delay, misunderstanding, alteration, garbled messages, multiple dispatches, breakdowns, defects or technical problems, overload, viruses, illegal or fraudulent intrusions and interventions (including in Customer's computer systems, through hacking), interruption or other fault.
Customer may contact Provider (customer services) if it has any queries about the Platform. Information may then be requested from Customer, including but not limited to, its authorised users, cardholders or transaction information so that it can verify the identity of an authorised user or information of any bank involved in the transmission process of the recipient or payor.
Customer is solely responsible and liable for the underlying agreements of orders placed by using the Platform. Provider does not assume any liability with regard to the agreements underlying these orders. Provider is not a party to the underlying agreements between Customer and their recipient or payor, respectively. Provider is not responsible for resolving disputes between Customers and their recipients or payors, banks, financial institutions or third parties including relating to envisaged or completed transactions.
Provider reserves the right to suspend the operation of the Platform during regular maintenance work, for the implementation of new features or due to other technical requirements. Such events will, however, be announced appropriately in advance, and in urgent events as soon as possible.
Provider reserves the right to suspend access to the Platform for Customer, if (i) Customer fails to meet its payment obligations after the announcement of a 30 days curing period and the balance remains unpaid, (ii) Customer fails to follow instructions of Provider or his user account security is compromised (e.g. IT-Security, managing the user account, hacking of user account), (iii) Customer engages in any activities through the Platform which may, according to the assessment of Provider, be considered (or alleged to be by a third party) illegal, (iv) if Provider has a general suspicion of illegal activities conducted through the Platform, risk-based concerns (e.g. suspicious transaction amounts) which require suspension of access to the Platform, (v) if a competent authority, including a regulator, court or government, or partnering bank requires or directs Provider to do so, or (vi) in Our sole discretion for any or no reason including any violation of any provision of this Agreement. In any such events, Provider may elect to resume operations as soon as the failure to comply is remedied or agreed bilaterally with Customer. Provider may also permanently close Customer's account at its sole discretion. In such a case, Customer undertakes to provide Provider with alternative account details as soon as possible in order to transfer any remaining balance on the Customer's account.
Customer's Obligations. Customer has the following obiligations in connection with the use of the Platform:
Customer shall keep the password for access to the user account confidential and shall take appropriate measure to protect it against unauthorized access. If the password is compromised, Customer must immediately inform the Provider and immediately change the password. Customer may not permit any other person or entity to access or use the Platform through their user account.
If Customer suspects an error or unauthorized transaction or activity in connection with the Customer's account or believes that unauthorized third parties have gained access to the user account or that Customer's technical equipment may have been hacked, compromised, and/or misused in anyways ("System Breach"), Customer shall contact Provider immediately and take appropriate actions to investigate and terminate the System Breach. Customer shall also be responsible to notify any regulators, authorities, their customers in accordance with legal and regulatory requirements applicable to the Customer. Customer may be liable to the Provider for any losses and costs associated with a System Breach.
Customer undertakes to access and use the Platform only in accordance with the purposes agreed in this Agreement and any related instructions received from Provider. Customer shall reasonably cooperate with Provider and provide all necessary cooperation so that Provider can perform the Services for Customer in accordance with the agreed specifications. Customer may not use the Platform for any purposes or in any manner that is illegal, harmful to Provider (including Provider's brand and reputation) or that could impair or damage the Platform (or any network connected), that interferes with any other party's use of the Platform, or otherwise diminishes the integrity of the Platform or any of its features.
Customer undertakes to maintain a standard of suitable technical equipment (suitable hardware and stable internet connection) and any similar requirements communicated by Provider to Customer from time to time. Customer shall notify Provider immediately of any potential and actual circumstances which may cause a risk to the secure use of, or lead to the misuse of, the Platform. Payment orders can only be executed by Provider to third parties or banks if the third party's or bank's account is adequately aligned with the Platform. If necessary, Customer is obliged to procure that Provider shall receive written information from third parties or banks disclosing the exact formatting of the account number, the preferred format of instruction and other related mandatory information (e.g. communication protocol parameters). If Provider does not receive such information, payments cannot be executed and Provider disclaims any and all liability for failure to execute payments or received and credit payments.
Customer agrees to provide all necessary information to Provider to check and verify the identity of Customer, its directors, beneficial owners and authorised users as required by law and to evaluate a potential breach or harm of legal or regulatory provisions (see Section 3.2 and Section 3.8). Customer acknowledges that credit reference agencies and their personal details may be accessed by third parties for verification purposes of anti-money laundering and countering the financing of terrorism, identity verification and fraud prevention.
Customer undertakes to pay the fees applicable for the access and use of the Platform in accordance with this Agreement.
Customer shall comply with all legislation and regulation as applicable to Customer. Any failure to comply with relevant legislation or regulation shall be considered a material breach of this Agreement and may result in Provider discontinuing granting access and use of the Platform to Customer.
Payments and Transfer of Digital Assets
The execution of instructions to make any payments or transfer any assets of the Customer is subject to the laws and practices in effect in Canada and in the countries concerned, particularly in terms of combating money laundering and terrorist financing.
All orders will be executed as “spot transactions” for immediate delivery to a wallet address provided by You. All orders entered by You and accepted by Us are binding on You from the time of their execution. We make no guarantee that orders will be executed. Orders may be cancelled before execution, including for legal and regulatory purposes, as may we determine in Our sole discretion. We will not be responsible for losses incurred due to mistyped or otherwise wrongly placed orders, including as may arise due to an incorrect wallet address provided by You. You acknowledge and agree that We cannot confirm who owns or controls Your wallet, and cannot reverse any transactions or otherwise retrieve digital assets sent to any wallet. Consequently, You agree to only send digital assets to wallets that You know and trust, and You accept all risks (including the possible misappropriation of Your digital assets) arising from any transfer of Your digital assets to any wallet. You understand that the failure to ensure the accuracy of Your wallet address and related privacy keys may result in the permanent loss of such digital assets. You agree that You will not hold Us liable for any damages or losses resulting from Your digital assets being sent to the wrong wallet or to any individuals involved in fraudulent or otherwise illegal schemes.
Digital asset transfers are subject to confirmations by the applicable blockchain network, and digital asset withdrawals are subject to network fees which shall be payable by You. We make no guarantee on the timing of digital asset transfers, and You understand and agree that transfers can be delayed due to a slow blockchain network or Us conducting additional security checks. We are not responsible for losses and liabilities induced by delayed transfers. Digital Assets are made available through the Platform at Our discretion and can be removed or no longer made available at any time.
We will make delivery and settle transactions, and You will take such delivery and settlement, in digital assets to Your wallet immediately post-execution. As such, You will have ownership, possession and control of such digital assets immediately post-execution, which shall be immediately reflected on the applicable blockchain. Post-execution, You will be free to use, or otherwise deal with such digital assets without further involvement with, or in reliance on, the Platform, Us or Our affiliates. Neither the Platform, Us nor Our affiliates take or retain any security interest or other legal right to Your digital assets. We never hold or manage Customers' digital assets, wallets or private keys. Users must transact using their own digital asset wallet when transacting with Us. We do not utilize any third-party custodians or wallets to hold digital assets on Your behalf. Post-execution, You will not be subject to insolvency risk (credit risk), fraud risk, performance risk or proficiency risk on the part of the Platform.
Provider may be obliged to provide any third parties involved in the payment or transfer, such as beneficiaries, correspondent banks and all parties and operators involved in the processing chain and systems, including in particular Payments Canada’s systems in place from time to time or SWIFT (Society for Worldwide Interbank Financial Telecommunication) or others, which may change over time, with information and data, of which some may be of a personal nature, regarding both the Customer (deemed the instructing party even if such party is not personally the author of the transfer instruction) and the recipient of the payment to be credited, in particular, though not exclusively, the surnames and first names/company name, the account number and, for some payment systems that require it, the IBAN (International Bank Account Number) code, the address of domicile/head office as well as the BIC (Bank Identifier Code) code or other routing identifier. These rules may be compulsory for conventionally named accounts and may apply to national and cross-border transfers including in euros upon instruction from Customer, or the latter's representative, in accordance with the standards governing certain areas such as SEPA (Single Euros Payment Area) payment transactions. Furthermore, Customer understands and accepts that some foreign banks request information about the Beneficial Owner(s) of the transferred assets, failing which the instructions are not executed or the assets are frozen by said recipient banks. Provider shall expressly not be liable for any third party compliance or non-compliance including with respect to the foregoing.
Furthermore, Customer acknowledges and agrees that by virtue of foreign laws and regulations, all parties involved in a transaction may, for their part and in turn, transmit such data to their relevant official authorities and agencies as well as to third parties (in particular for processing or archiving purposes) located in other countries, within or outside Canada, such as the United States of America or the European Union. It is recommended that, where applicable, Customer finds out about the exact scope of these rules and instructs any authorized signatory accordingly.
Any transaction in a foreign currency is subject to Canadian regulations and those of the countries issuing the currency. If their execution proves impossible or unlawful or delayed and therefore outside of Provider's control, Customer alone will bear any losses and consequences relating thereto.
Fees
For the access and grant of use of the Platform, Customer undertakes to pay fees and applicable taxes or other costs based on the individual payment schedule agreed to separately.
Unless provided differently in the payment schedule, fees will be invoiced on a monthly basis and are due for payment within 30 days upon receipt of invoice at the latest.
From time to time, We may receive Your currencies or assets in the course of providing services available on the Platform. You acknowledge that We will not pay interest on any currencies or assets of Yours. Prior to the execution of any order, You may request the return of any of Your currencies or assets which may have been sent to Us.
Limited Warranty
Each Party warrants and represents that: (i) it is a corporation duly incorporated and validly existing under the law of its jurisdiction of incorporation; (ii) it has full capacity and power to enter into, perform and deliver and has taken all necessary action to authorize its entry into performance and delivery of this Agreement; and (iii) the obligations expressed to be assumed by it in this Agreement are legal, valid and binding obligations enforceable in accordance with their terms.
Customer warrants and represents that: (i) it is compliant and will remain compliant throughout its use of the Platform or related services with eligibility requirements required by the KYC onboarding process, all legal and regulatory requirements to which it is subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements, and Customer will not use the Platform or related services if any laws or regulations applicable to it prohibit it from doing so in accordance with this Agreement; (ii) it will only use the Platform or related services for its own business purposes and not on behalf of any other legal or natural person or entity; and (iii) it will only access and use the Platform in accordance with the purposes and specifications defined in this Agreement and not for any illegal purposes, in particular not violate any third party rights (intellectual property or privacy infringements).
You acknowledge and agree that, in the course of providing services to You, We will not provide You with any advice or recommendations regarding the purchase or sale of any currency or digital asset, nor do we make any determination of Your general investment needs or objectives or of the suitability of the proposed purchase or sale of any digital asset. In making decisions with respect to digital assets, You will consult with and rely upon Your own advisors, and not on Us. Additionally, the material accessible through the Platform does not constitute a representation that the purchase of digital assets is suitable or appropriate for You.
No regulatory authority in Canada has assessed or endorsed any digital assets made available through the Platform. Changes to applicable law may adversely affect the use, transfer, exchange, or value of any of Your digital assets, and such changes may be sudden and without notice. Use of digital assets can be risky and it may not be appropriate for everyone. Use of digital assets can lead to large and immediate financial losses including the possibility that those losses may not be recovered. By transacting in digital assets, You acknowledge that: transacting in digital assets is risky; You are transacting in digital assets entirely at Your own risk; no regulatory authority or regulator has evaluated or endorsed the merits of digital assets; and You could lose all of the money or digital assets used to purchase digital assets.
Third Party Services and Materials
The Services may display, include or make available services, content, data, information, applications or materials from third parties (“Third-Party Services and Materials”) or provide links to certain third party websites. Third-Party Services and Materials include the financial services provided by financial institution partners. Levl does not endorse any Third-Party Services and Materials. You agree that Your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials, as applicable. Levl is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between You and the provider of such Third-Party Services and Materials. Levl is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials or websites. You irrevocably waive any claim against Levl with respect to such Third-Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third-Party Services and Materials, or Your reliance on the privacy practices, data security processes or other policies of such Third-Party Services and Materials. Third-Party Services and Materials and links to other websites are provided solely as a convenience to You.
No Warranty, Limitation of Liability and Indemnification
CUSTOMER UNDERSTANDS AND AGREES THAT ITS USE OF THE PLATFORM OR THE WEBSITE, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR THE WEBSITE INCLUDING AS PROVIDED BY THIRD PARTIES IS AT THEIR OWN RISK. THE PLATFORM, THE WEBSITE, THEIR CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM, THIRD PARTIES OR THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER PROVIDER NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PROVIDER NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, THIRD PARTIES OR SUCCESSORS REPRESENT OR WARRANT THAT THE PLATFORM OR THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM, THE WEBSITE OR THE SERVER THAT MAKES EACH AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. CUSTOMER IS SOLELY AND ENTIRELY RESPONSIBLE FOR ITS USE OF THE PLATFORM AND THE WEBSITE AND ITS COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO ITS USE OF THE PLATFORM OR THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR THE WEBSITE OR TO THE CUSTOMER’S DOWNLOADING OF ANY MATERIAL POSTED ON EITHER THE PLATFORM OR THE WEBSITE, OR ON ANY WEBSITE LINKED TO IT.
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL PROVIDER NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, THIRD PARTIES OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM OR THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
To the maximum extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Provider, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to the Customer’s breach of this Agreement or their use of the Platform or the Website, including, but not limited to, any information it provides to the Provider through the Platform, Website or otherwise, third-party sites, any use of the Platform’s or Website’s content, services, and products other than as expressly authorized in this Agreement.
Term and Termination
This Agreement is concluded for an indefinite term.
Either party may terminate this Agreement for any reason with written prior notice period of thirty (30) days.
Provider may, in its sole discretion and without notice, change, suspend or terminate, temporarily or permanently, this Agreement or any part thereof, or the Customer’s access to the Platform, or any of its features at any time:
if Customer (i) fails to pay monthly fees after Provider has set a curing period of thirty (30) days and such payment remains overdue, (ii) fails to comply with instructions of Provider relating to cybersecurity or attempts to access or use Platform for illegal purposes or purposes that may harm Platform and its functionality; (iii) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (iv) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within ninety (90) days of the filing of such proceeding; (v) makes an assignment for the benefit of creditors; (vi) undergoes any dissolution or cessation of business; or (vii) breaches any provision of this Agreement; or
as Provider reasonably determines is necessary for its protection including to comply with applicable law or direction or order imposed by any court, regulator, governmental or similar authority.
In the event of any termination of this Agreement: (i) Customer shall pay Provider for all amounts payable hereunder as of the effective date of termination; (ii) all rights and licenses granted hereunder to Customer shall immediately cease, and Customer and its authorized users shall immediately cease all access to, and usage of, the Platform and any related documentation; and (iii) each Receiving Party shall either return to the Disclosing Party, or, at the Disclosing Party’s direction, destroy and provide the Disclosing Party with written certification of the destruction of, all documents, computer files, and other materials containing any Confidential Information of the Disclosing Party that are in the Receiving Party’s possession, custody, or control; provided, however, that each Receiving Party may keep a copy of such Confidential Information for legal and/or regulatory purposes and/or as part of any electronic archival back-up system.
If this Agreement or Your permission to use the Platform is terminated by Us for any reason, the Agreement will nevertheless continue to apply and be binding upon You in respect of Your prior use of the Platform and anything relating to or arising from such use.
Provisions related to fees, payment, confidentiality, indemnity, limited warranty, liability, intellectual property, audit and governing law shall survive any termination or expiration of this Agreement.
Data Protection
Each Party adheres to data protection laws applicable to them when processing personal data.
The specific data protection regulations of Provider governing the use of the Platform can be found in the data protection policy, available upon request.
Any personal data which may be collected from the Customer will be processed in accordance with the Privacy Policy which can be found here https://www.levl.ch/privacy-policy
If and to the extent necessary, the Parties will sign a so called "data processing agreement" in accordance with applicable legislation in the EU (GDPR) and/or Switzerland (Swiss Federal Act on Data Protection) and Canada (PIPEDA and applicable provincial privacy law).
Confidentiality. "Confidential Information” means each party’s business and technical information in any form, including without limitation, intellectual property, business and marketing plans, strategies, sales, product and financial data and projections, processes, techniques, trade secrets, know how, inventions, processes (business, technical, or other), designs, algorithms, source code, customer lists, and the terms of this Agreement. Confidential Information does not include information or data which is: (i) known to the party receiving the Confidential Information (the “Receiving Party”) prior to its receipt from the other party (the “Disclosing Party”) without a limitation or obligation of confidentiality under another agreement; (ii) independently developed by the Receiving Party without use of any Confidential Information; (iii) generally known to the public at the time of disclosure other than as a result of disclosure by the Receiving Party; or (iv) received from a third party with a legal or contractual right to disclose such information or data. Confidential Information received by the Customer from Provider includes sensitive information relating to Our products, services, operation and pricing.
The Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 12(3) below, restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; provided, however, that each Party may disclose the other Party’s Confidential Information to the parties that provide services to Customer with respect to its assets (each a “Service Provider”) as needed for Service Providers to perform their obligations to Customer or Provider (and Service Providers’ agreements with such Disclosing Party shall govern Service Providers’ use and disclosure of such Confidential Information); and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.
The Receiving Party shall protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
Except with respect to disclosures made to Service Providers pursuant to Section 12(1()(ii): (i) the Receiving Party shall, prior to providing any employee or consultant access to any Confidential Information of the Disclosing Party, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with the Receiving Party’s obligations hereunder with respect to such Confidential Information; and (ii) the Receiving Party shall be responsible to the Disclosing Party for any violation of this Section 12 by any such employee or consultant.
In the event the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use commercially reasonable efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
Each Party acknowledges that the other party may be irreparably harmed by any breach of this Section, and agrees that such other party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching party would otherwise have under or with regard to this Agreement.
Intellectual Property Rights and Ownership
Customer understands and agrees that the Platform and the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Provider, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Provider’s name, logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Provider or its affiliates or licensors. Customer must not use such marks without the prior written permission of Provider. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Platform or the Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
Customer may only use the Platform and the Website for business purposes as permitted by and related to this Agreement. Customer shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform or the Website, in any form or medium whatsoever except Customer’s computer and browser may temporarily store or cache copies of materials being accessed and viewed.
Customer is not permitted to modify copies of any materials from the Platform or the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform or the Website.
If Customer prints off, copies, or downloads any part of the Platform or the Website in breach of this Agreement, Customer`s right to use the Platform or the Website will cease immediately and Customer must, at Provider’s option, return or destroy any copies of the materials Customer has made. Customer has no right, title, or interest in or to the Platform or the Website or to any content on the Platform or the Website, and all rights not expressly granted are reserved by Provider. Any use of the Platform or the Website not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
Audit
Provider shall have the right to conduct (or have a third party conduct) an audit, assessment, examination, or review of Customer’s compliance with the terms of this Agreement upon at least thirty (30) days’ prior written request. Customer shall reasonably cooperate with such requests by providing reasonable access to knowledgeable personnel, its systems, its facilities, documentation, and other reasonably requested information. Any such audit, assessment, examination or review shall be conducted during Customer’s normal business hours and in a manner designed to minimize disruption to Customer.
Customer agrees to cooperate with any examination, inquiry, audit, information request, site visit or the like, which may be required or requested by Provider or any regulator, governmental or similar authority with audit examination or supervisory authority over Provider. Customer will provide all information requested by Provider or any regulator, governmental or similar authority in connection with such party’s examination, inquiry, or audit. Customer will maintain complete and accurate books and records relating to its use of the Platform. Provider shall have the right to conduct (or have a third party conduct) an audit, assessment, examination, or review of Customer’s compliance with the terms of this Agreement upon reasonable prior written notice. Customer shall reasonably cooperate with such requests by providing reasonable access to knowledgeable personnel, its systems, and other reasonably requested information. Any such audit, assessment, examination or review shall be conducted during Customer’s normal business hours in accordance with Customer’s reasonable policies and procedures provided to Provider in a manner designed to minimize disruption to Customer’s operations and any information learned or collected in connection therewith shall constitute Customer’s Confidential Information.
Customer shall maintain complete and accurate books and records relating to Customer’s use of the Platform, and maintain copies of such books and records in accordance with industry standards and applicable law and, without limiting the generality of the foregoing, for at least seven years after the last transaction date utilizing the Platform.
Governing Law and Place of Jurisdiction
This Agreement shall in all respects be governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, irrespective of any choice or conflict of law rules.
Any and all disputes arising out of or in connection with this Agreement shall be instituted in the courts of the Province of Ontario or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over You by such courts and to the venue of such courts.
The Platform and the Website is not intended for use in any jurisdiction where its use is not permitted. If You access the Platform or Website from outside Canada, You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.
Final Provisions
Entire Agreement: This Agreement is the entire agreement between Customer and Provider regarding the use of the Platform and substitutes and merges any previous agreement, be it written or oral, hereto concerning the subject matter hereof.
Waiver: No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Notices: Customer consents that Provider may send notifications relating to the Platform from time to time by e-mail or other suitable tools of communication. Customer shall immediately inform Provider if his/her contact data has changed. Notifications of Provider to Customer shall be deemed received even if sent to outdated contact data which Customer has failed to notify Provider of.
Severability: The invalidity of individual parts of this Agreement shall have no impact on the validity of this Agreement as a whole. Customer and Provider agree that if any provision or part of a provision of this Agreement shall under any circumstances be deemed invalid, inoperative or otherwise not enforceable, this Agreement as a whole shall remain valid and the invalid or inoperative provision or part of a provision shall be replaced by a provision which Customer and Provider would have agreed on in good faith if they had been aware of the invalidity of the respective provision.
Changes: Provider may change these GTCs from time to time. The latest version of these GTCs in effect is available on the Levl website. Provider will communicate such changes in advance via e-mail to Customer's registered e-mail address and Customer will be required to accept the new version for new transactions. Continued use of the Platform will then constitute Customer's acceptance of the modified GTCs. In any event, for the avoidance of doubt, this Agreement does not in any way limit Provider's ability to change technical features of the Platform (e.g. improvements, updates or new features).
Any fiat currency or digital asset used on or in connection with the Platform will not be eligible for Canadian Investor Protection Fund coverage.
Levl Finance Limited is an Ontario corporation, with a business address in Toronto, Ontario and registered with the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”) for foreign exchange, money transferring, payment services and dealing in virtual currency (C100000584).