Terms of use

Last updated: November 28, 2023

Please read these Terms of Use (“Agreement” or “Terms”) carefully. This Agreement is between you and L1 Advisors Inc., together with its subsidiaries and affiliates, (“L1”, “we”, “our” or “us”) in connection with your use of the website located at l1.co (the “Site”) and the Services (as defined below) offered on the Site and / or through the L1 Advisor Platform (collectively, the “Platform”).

BY USING THE SITE, THE PLATFORM, OR RECEIVING SERVICES, YOU ARE AGREEING THAT THESE TERMS GOVERN YOUR USE OF THE PLATFORM OR SITE AND RECEIPT OF THE SERVICES, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS. IF YOU DISAGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, DO NOT LOG INTO AND/OR USE THE SITE.

This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Platform, posted by L1 to the Platform, or otherwise made available to you by L1.

If you are an individual accessing or using the Platform and Services on behalf of, or for the benefit of, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity or organization with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform or Services and to any such Organization.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

Description and Use of the Platform and Services

L1 provides a non-custodial service, made available through the Platform, that allows (i) Digital Asset (as defined below) investors to search, find, connect, and communicate with Investment Advisers (each, an “IA”) and (ii) IAs, asset managers and index providers (collectively, “AMs”) to list their trade strategies and indexes on the Platform, including performance history and general information, to which IAs may be able to subscribe and use for their own trading strategies (such services, collectively, the “Services”).

“Digital Asset” means a digital asset (also known as, “cryptocurrency,” “virtual currency,” or “tokens”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network (also known as a “blockchain”).

L1 is not providing any portfolio management services in connection with the Platform or Services and is not affiliated or associated with any IA or AM on the Platform. We do not broker transactions on your behalf, advise on the merits of any particular Digital Asset transactions, or associated risks, or provide any other financial, investment or legal advice in connection with the Services. To the extent that we do provide investment data, post market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. ANY DECISION TO BUY OR SELL DIGITAL ASSET IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.

You should carefully review all claims and representations made by an IA or AM before making any decisions. If you choose to engage in transactions based on information received through the Platform or Services, then such decisions and transactions and any consequences flowing therefrom are your sole responsibility.

L1 does not warrant the accuracy, completeness, or usefulness of Information obtained through the Platform or Services. Any reliance you place on information obtained through the Platform, Services, any AM or any IA (“Investment Information”) is strictly at your own risk. L1 expressly disclaims all liability and responsibility arising from any reliance placed on Investment Information by you, or by anyone who may be informed of any Investment Information.

L1 OFFERS AN ADMINISTRATIVE PLATFORM ONLY. L1 IS NOT A BROKER, DEALER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE PLATFORM DOES NOT FACILITATE TRANSACTIONS BETWEEN DIGITAL ASSET BUYERS AND SELLERS. L1 ONLY FACILITATES THE INTERACTIONS AND CONNECTIONS AMONG DIGITAL ASSET INVESTORS IAS AND AMS. L1 IS NOT A PARTY TO ANY TRANSACTIONS RESULTING FROM ANY USE OF THE PLATFORM OR SERVICES.

L1 DOES NOT PROVIDE FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX ADVICE OR SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER. YOU SHOULD NOT CONSIDER ANY CONTENT CONTAINED IN THIS AGREEMENT OR OTHERWISE POSTED ON THE PLATFORM TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX OR OTHER ADVICE.

We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use of the Platform and/or Services. Such actions may be taken as a result of a number of factors, including without limitation legal/regulatory requirements or demand, our discretion, or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Platform and/or Services if a technical problem so requires.

Digital Asset Wallets and Accounts

You may be required to create an account in order to access the Platform and the contents therein. In connection with creating an account, you may be required to connect a Digital Asset wallet (the “Wallet”) in order to use the Platform.

We are not an insured financial institution. L1 does not know or have access to the private keys to the Wallets you connect to the Platform. You are exclusively responsible for maintaining the confidentiality and security of your Wallets, accounts and / or devices you use to access the Services. You are also responsible for maintaining the security of your accounts and the Wallets you utilize in connection with the Services, including, but not limited to, keeping your account information up to date.

You are solely responsible for ensuring that no unauthorized person has access to your account, Wallets, or any device that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your account or Wallets. You agree and acknowledge that any personal information that you submit to us during the account registration process will be subject to our Privacy Policy. You agree and acknowledge that your user account is personal to you and any sharing of your account with others will subject your account to cancellation without refund. You agree to notify us as soon as you become aware that another person has unauthorized access to your account.

Digital Asset Investors

If you are a Digital Asset investor using the Platform (an “Investor”):

You may be required to connect your Wallet to the Platform and provide any and all information requested by L1 in connection therewith in order to use the Platform. You acknowledge and agree that L1 may, in its sole discretion, share any information collected by L1 in connection with your use of the Platform with IAs in order to provide the Services.
You acknowledge and agree that the Platform is merely a marketplace and communications platform to facilitate the interaction between you and an IA. The terms of any agreement and / or relationship between you and an IA shall be negotiated solely between you and such IA and shall be governed by a separate agreement (the “IA Agreement”), to which L1 shall not be a party.
You and an applicable IA that signed an IA Agreement are jointly but severally responsible for notifying L1 immediately upon the execution and effectiveness of an IA Agreement so that L1 may connect your account with the applicable IA on the Platform to enable certain features of the Platform. Any failure to so notify L1 may result in your inability to use some features of the Platform and / or interact with the applicable IA.
In the Event an IA Agreement is terminated, you and the applicable IA are jointly but severally responsible for notifying L1 immediately upon the termination of an IA Agreement so that L1 may disconnect your account with the applicable IA on the Platform and to prevent further sharing of information.
An IA may charge you any fees agreed to as set forth in the IA Agreement. L1 does not influence or dictate the fees an IA may charge an Investor. Any fees due and payable by you to an IA pursuant to the terms of an IA Agreement (“IA Payments”) shall be your sole responsibility. L1 shall not be liable for any loss or damage in connection with any IA Payments. To the extent you pay the IA with Digital Assets through the Platform, you acknowledge and agree that such transactions are not, at any time, (i) under the control of L1, or (ii) passing through L1 controlled Wallets. You acknowledge and agree that any payment of fees between you and an IA on the Platform will not be reversible.
You acknowledge and agree that your use of the Platform does not guarantee that you will be able to engage an IA or that an IA will provide you services.
You hereby consent to be contacted, whether directly or through the Platform, by IAs for the purpose of exploring a potential relationship with such IA prior to the effectiveness of any IA Agreement.

Asset Managers

If you are an AM:

You may be required to create an account pursuant to the terms and procedures set forth on the Platform.
You acknowledge and agree that the Platform is merely a marketplace and communications platform to facilitate the interaction between you and an IA. The terms of any relationship between you and an IA shall be negotiated solely between you and such IA.
You acknowledge and agree that L1 may share your trade strategies and other information you provide with IAs.
You may charge IAs fees (“AM Fees”), and you acknowledge and agree that L1 does not influence or dictate the AM Fees. Any AM Fees and the payment thereof (“AM Payments”) shall be your sole responsibility. You acknowledge and agree that L1 may facilitate the collection of, and reserves the right to collect, AM Payments on your behalf; provided, however, regardless of whether L1 facilitates such AM Payment, L1 shall not be liable for any loss or damage in connection with any AM Payments or the failure of the IA in executing an AM Payment.
You acknowledge and agree that your use of the Platform does not guarantee that you will be able to engage an IA or receive any AM Payments.
You acknowledge and agree that L1 may, in its discretion, charge you fees in connection with your use of the Platform, and you hereby authorize L1 to deduct such fees owed by you from any AM Fees collected by L1 on your behalf prior to L1’s transfer of such AM Fees to you.

Investment Advisors

If you are an IA:

You may be required to create an advisor account pursuant to the terms and procedures set forth on the Platform.
You acknowledge and agree that the Platform is merely a marketplace and communications platform to facilitate the interaction between you and an Investor or an AM, as applicable. The terms of any relationship between you and an Investor shall be negotiated solely between you and such Investor and shall governed by an IA Agreement.
You acknowledge and agree that L1 may share information about potential Investors and / or AMs with you; provided, however, L1 reserves the right to restrict access to any and all such information in its sole and absolute discretion, including, but not limited to, such restrictions upon termination of an IA Agreement.
You and an applicable Investor that have signed an IA Agreement are jointly but severally responsible for notifying L1 immediately upon the effectiveness of an IA Agreement so that L1 may connect your account with the applicable Investor on the Platform to enable certain features of the Platform. Any failure to so notify L1 may result in your inability to use some features of the Platform and / or interact with the applicable Investor.
In the event an IA Agreement is terminated, you and the applicable Investor are jointly but severally responsible for notifying L1 immediately upon the termination of an IA Agreement so that L1 may disconnect your account with the applicable Investor on the Platform and to prevent further sharing of information.
You may charge any fees as set forth in the IA Agreement. L1 does not influence or dictate the fees that you charge an Investor. Any IA Payments shall be your sole responsibility. L1 shall not be liable for any loss or damage in connection with any IA Payments. To the extent you are paid by an Investor with Digital Assets through the Platform, you acknowledge and agree that such transactions are not, at any time, (i) under the control of L1, or (ii) passing through L1 controlled Wallets. You acknowledge and agree that any payment of fees between you and an Investor on the Platform will not be reversible.
You acknowledge and agree that an AM may charge you AM Fees in addition to the Fees charged by L1. Payment of the AM Fees may be facilitated by L1, and L1 reserves the right to collect AM Payments from you for the purpose of paying AMs. L1 does not influence or dictate the AM Fees. Any AM Payments shall be your sole responsibility, and L1 shall not be liable for any loss or damage in connection with any AM Payments.
You acknowledge and agree that your use of the Platform does not guarantee that you will be able to engage an Investor for financial services.
You hereby consent to be contacted, whether directly or through the Platform, by Investors for the purpose of exploring a potential relationship with such Investor prior to the effectiveness of any IA Agreement.
You acknowledge that you are registered or licensed to conduct investment advisory activities, or exempt from such registration or license, in each jurisdiction in which such registration or license is required.

Fees and Payments

You acknowledge and agree that you shall pay all fees mutually agreed to by and between you and L1, pursuant to the terms set forth on the Platform (the “Fees”). To the extent any Fees are paid in Digital Assets, such Fees shall be denominated in such Digital Asset or, to the extent such Fees are denominated in USD, the fair market value of a Digital Asset used to pay a Fee shall be determined by L1 in its reasonable discretion.

In addition to the Fees, there may be additional fees incurred with your use of the Platform, including, but not limited to, transaction fees (e.g., gas fees) associated with the use of Digital Assets as a method of payment (collectively, “Digital Asset Fees”). We will have no insight into or control over Digital Asset Fees, nor do we have the ability to reverse any transactions associated with the payment of Digital Asset Fees; and you hereby agree and acknowledge that you are solely responsible for all Digital Asset Fees you incur in connection with the use of the Platform.

Taxes

It is your responsibility to determine what, if any, taxes apply to any Digital Asset investments you make, and to collect, report, and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your investments, or for collecting, reporting, or remitting any taxes arising from any investments. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Platform and Services.

Acceptable Use

In connection with your use of the Platform and/or Services, you will not:

Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Platform or Services;
Repost, delete, or alter any content or material that L1 makes available on the Platform;
Infringe upon our or any third-party’s copyright, patent, trademark, or other intellectual property rights;
Restrict or inhibit any other person from legal use of the Platform or Services;
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform or Services except as expressly authorized herein, without L1’s express prior written consent;
Reverse engineer, decipher, decompile or disassemble any portion of the Platform, except to the extent such restriction is expressly prohibited by applicable law;
Remove any copyright, trademark or other proprietary rights notice from the Platform or Services;
Frame or mirror any portion of the Platform or Services, or otherwise incorporate any portion of the Platform into any product or service, without L1’s express prior written consent;
Restrict, discourage or inhibit any person from using the Platform or Services;
Systematically download and store content from the Platform or Services;
Use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather content on the Platform or Services, or reproduce or circumvent the navigational structure or presentation of the Platform, without L1’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Platform’s root directory, L1 grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. L1 reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or that of our nodes, or detrimentally interfere with, intercept, or expropriate any system, data or information;
Post, transmit or otherwise make available through or in connection with the Platform or Services any virus, worm, trojan horse, easter egg, time bomb, spyware, ransomware, malware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Otherwise attempt to gain unauthorized access to or use of the Platform, other Wallets or computer systems connected to the Platform; or
Engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.

Third-Party Services

L1 may (i) contract with third-parties, including those providing custodial services, advisory services, and other services related to the Platform and Services, (ii) refer you to such third-parties and (iii) provide links to third-party websites (or other online properties that are not owned or controlled by L1) or services that are not under the control of L1 (collectively, “Third-Party Services”). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. L1 makes no representations about and accept no liability for, any Third-Party Services. L1 is not responsible for the reliability of any Third-Party Services, the services offered thereby, or for their privacy and security policies and procedures. You acknowledge and agree that L1 has no liability whatsoever with respect to any Third-Party Services.

Acknowledgment and Assumption of Risk

Digital Assets are not legal tender and are not backed by the government, FDIC or SIPC protections. You acknowledge and agree that we are not responsible for any risks associated with the Platform and cannot be held liable for any resulting losses that you experience while accessing or using the Platform or Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Platform.

You further acknowledge and agree to each of the following:

You assume all risks associated with using Digital Assets and using the Platform and Services, including, but not limited to, the risk of financial loss, hardware, software and internet issues, the risk of malicious software introduction and the risk that third-parties may obtain unauthorized access to information stored within your device(s) and Wallet(s); and
Digital Assets and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact such technologies impacting the value for your Digital Assets. You understand and accept all risk in that regard.

Reservation of Rights

L1 reserves the right to bar any transactions on the Platform, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Platform or Services, L1 may, in its sole and absolute discretion, perform due diligence. You may be subject to due diligence procedures in your use of the Platform or Services. If you decline to provide requested information or otherwise do not reply timely or substantively with the documentation or data requested, L1 has the absolute discretion to immediately suspend or terminate your account.

Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including but not limited to information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by L1, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. L1 grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Platform and receive the Services solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Platform or Services available to you.

L1’s name and all related names, logos, product and service names, designs, and slogans are trademarks of L1, the L1 Affiliates (as defined below), and / or licensors (collectively, “Associates”). You must not use such marks without the prior written permission of L1. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

In order to operate the Platform and provide the Services, you grant L1 a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through the Platform. The rights you grant in this license are for the limited purpose of operating and providing our Services (such as to allow us to display your profile picture and status message, transmit your messages, and store your undelivered messages on our servers as we try to deliver them).

L1 reserves all rights not expressly granted to you in this section. Accordingly, nothing in this Agreement or on the Platform or through the Services will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Platform or any L1 intellectual property located or displayed on or within the Platform or Services.

Indemnification

L1 and its past, present and future partners, parents, subsidiaries, affiliates and joint venturers, as well as all of their respective past, present and future its officers, directors, agents, employees, representatives, attorneys, predecessors, successors and assigns, whether acting in the course and scope of employment, and all persons acting by, through, under, or in concert with any of them (collectively, the “L1 Affiliates”), are not liable for any damages that may arise out of or in connection with your use of the Platform or Services, including, but not limited to, IA payments. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of Digital Assets, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the L1 Affiliates are not liable for any losses incurred, either directly or indirectly through your use of the Platform or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as “losses”). The L1 Affiliates are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the L1 Affiliates had been advised or should have known of the possibility of such losses.

You agree to indemnify and hold L1 and the L1 Affiliates harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your negligence, breach of this Agreement, or your violation of any law or regulation.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL L1, ITS ASSOCIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, IA PAYMENTS, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR THE SERVICES, 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 DIGITAL ASSETES, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER L1 NOR ITS ASSOCIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM OR SERVICES. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER L1 NOR ITS ASSOCIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, L1 AND ITS ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE PLATFORM OR SERVICES, AND L1 MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. L1 PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. L1 EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE PLATFORM OR SERVICES.

L1 MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE PLATFORM OR SERVICES OR USE OF ANY THIRD-PARTY SERVICES REFERRED TO YOU BY L1 WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT L1 MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, L1 AND ITS ASSOCIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

We do not guarantee continuous, uninterrupted or secure access to any part of the Platform or Services, and operation of our Platform and Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the L1 Platform. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.

Representations & Warranties

You represent and warrant to L1 each time you use the Platform or Services as follows:

That, if you are an individual user of the Platform or Services, you are 18 years of age or older;
That, if you are using the Platform or Services on behalf of an Organization (i) such Organization is duly organized and validly existing under applicable law of the jurisdiction of its organization; and (ii) you are duly authorized by such Organization to act on its behalf;
That you are not prohibited by applicable law from using the Platform and Services;
That you understand the risks associated with using the Platform and Services;
That you will not use the Platform or Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable law, or to deal in any unlawful property, funds, or proceeds;
That you consent to any and all tax and information reporting under applicable law; and
That you will accurately and promptly inform L1 if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so. You further acknowledge and agree that this Agreement will not be construed against L1 as drafter.

Privacy

All information we collect on the Platform and Services is subject to our Privacy Policy located here: https://l1.co/privacy. By using the Platform and/or Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Our Privacy Policy is a part of this Agreement. Please review our Privacy Policy, which also governs the Platform and informs users of our data collection practices.

Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to your account and our Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

Comments and Questions

If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Platform or Services (“Feedback”), then you grant to us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, and global right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you.

Dispute Resolution

Before filing a claim against L1, you agree to try to resolve the dispute informally by sending us notice at inquiries@l1.co with your name, a description of the dispute and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal arbitration proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

Governing Law and Venue

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to the conflict of laws principles thereof. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco, California.

Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Platform and Services. Arbitration prevents you from suing in court, litigating through a class action lawsuit or from having a jury trial.

In addition, you agree:

To make reasonable attempts for resolution of any disputes or issues prior to any demand for arbitration as outlined in the “Dispute Resolution” section;
That any arbitration will be conducted confidentially by a single arbitrator, selected by the American Arbitration Association;
That selection of the arbitrator shall be made in accordance with the Rules of the American Arbitration Association, and the arbitrator’s decision shall be final and binding in all respects;
That arbitration proceedings initiated pursuant to this Agreement shall be conducted in accordance with the Rules of the American Arbitration Association;
That the arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim;
That the arbitrator has the authority to grant any remedy that would otherwise be available in court;
That the arbitrator shall decide what is subject to arbitration, unless prohibited by law;
That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses; and
That the state and federal courts in San Francisco, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.

Class Action and Private Attorney-General Action Waiver

Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated or representative proceeding.

BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS ARBITRATION OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM. YOU MAY NOT BRING ANY CLAIM, SUIT OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

Termination and Suspension

These Terms are effective until terminated by us. L1, in its sole discretion, has the right to terminate your access to the Platform or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Platform or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Platform. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.

L1 is not liable to you or any third-party for termination of your access to the Platform or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform or Services in any way, your only recourse is to immediately discontinue use of the Platform and/or Services. Upon termination of these Terms, you will cease all use of the Platform and Services.

You may terminate this Agreement by sending written notification to us at support@l1.co and terminating your use of the Platform and Services.

Relationship of the Parties

You agree that no joint venture, partnership, employment or agency relationship exists between you and L1 as a result of this Agreement or use of the Platform or Services.

Force Majeure

We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

Third-Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, IAS, AMS OR OTHER USERS, IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE L1 AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT, AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Assignments

This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of L1. L1 may assign this Agreement, including all its rights hereunder, without restriction.

Amendments

We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the Platform apply. Updated versions of the Agreement are binding on you with respect to your use of the Platform on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Platform. Your continued use of the Platform after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

Survival

The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.

Waiver and Conflict

No waiver of by L1 of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of L1 to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and L1 with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and L1.

Third-Party Rights

This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

Questions & Comments

If you have any questions or comments about these Terms, please contact us at support@l1.co.