Preamble
This end user agreement (the Agreement) should be read by you (the User or you) in its entirety prior to your use of EntityLayer's service or products. Be aware that this Agreement constitutes a legally binding agreement between you and Ballasquale Ltd, (referred to herein as EntityLayer, we, and us;) which owns and operates the website and the Service at entitylayer.io. You consent to adhering to all the terms set forth in this Agreement when/if you are provided with and accept an invoice for services to be rendered. You also consent to the Privacy Policy.
Definitions
The following definitions apply:
EntityLayer: a trading name of Ballasquale Limited, a company incorporated in England and Wales, registered number 15534483
The Service: provision of company formation & administration intermediary services and associated software
Annual Services: Year-long recurring services, including but not limited to provision of a registered office, company secretary, and local director
One-Off services: Services provided on a one-off basis
Local Agent: Providers of company formation & administration to whom EntityLayer may subcontract the Service
Grant of license
EntityLayer grants the User a non-exclusive, personal, non-transferable right to use the Service on your personal computer or other device that accesses the Internet in order to access and use the Service subject to the terms and conditions contained herein.
The Service is not for use by (i) minors and individuals under the age of 18 years, (ii) individuals who can be considered minors or under the age of majority adulthood in their specific jurisdiction(s) (iii) individuals accessing or using the Service from any jurisdiction in which it is illegal to do so. EntityLayer does not have the ability to verify the legality of the Service in every jurisdiction, therefore it is entirely up to the User to determine whether or not their use of the Service is lawful.
EntityLayer and its licensors are the sole holders of all rights in and to the Service and code, technology, organization and structure, architecture, including copyright, trade secrets, intellectual property and other rights. You may not: (a) copy, create derivative works, distribute, publish, reverse engineer, decompile, disassemble, modify, or translate the EntityLayer website or the Service; or (b) use the Service that in any way is prohibited by applicable laws or regulations (each of the above herein defined as an "Unauthorized Use").
EntityLayer reserves any and all rights implied or otherwise, which are not expressly granted to the User hereunder and retain all rights, title and interest in and to the Service. You agree that you will be solely liable for any damage, costs or expenses arising out of or in connection with the commission by you of any Unauthorized Use. You shall notify EntityLayer immediately upon becoming aware of the commission by any person of any Unauthorized Use and shall provide EntityLayer with reasonable assistance with any investigations it conducts in light of the information provided by you in this respect.
The term "EntityLayer", its domain names and any other trade marks, or service marks used by EntityLayer as part of the Service (the "Trade Marks"), are solely owned by Ballasquale. In addition, all content on the website, including, but not limited to, the images, pictures, graphics, photographs, animations, videos, music, audio and text (the "Site Content") belongs to Ballasquale and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Service, you obtain no rights in the Site Content and/or the Trade Marks, or any part thereof. Under no circumstances may you use the Site Content and/or the Trade Marks without EntityLayer prior written consent. Additionally, you agree not to do anything that will harm or potentially harm the rights, including the intellectual property rights of EntityLayer
Terms of Service
You agree to the rules of the Service provided and described on the entitylayer.io website. EntityLayer retains all authority over the issuing, maintenance, and closing of the Service. The decision of EntityLayer's management, concerning any use of the Service, or dispute resolution, is final and shall not be open to review or appeal
While we shall use reasonable efforts to ensure that availability of the Website & Services shall be uninterrupted and that transmissions shall be error-free, this cannot be guaranteed. Also, User's access to the Website & Services may also be occasionally suspended or limited to allow for repairs, maintenance, or the introduction of new facilities or services. We shall attempt to limit the frequency and duration of any such suspension or restriction and use reasonable efforts to notify User in advance.
To the extent permitted by applicable law, we shall not be responsible for (i) losses that were not caused by any breach on our part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses.
To the extent permitted under applicable law, we shall not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
User is responsible for maintaining the confidentiality of User's password and account, and any activities that occur using User's account. We shall not be liable to User or any entities for any loss or damage which may arise as a result of any failure by User to protect User's password or account.
The User of the Services is able to interact with certain information or content provided by us (including any share transfer forms, company incorporation forms and regulatory filing documentation) to create user-generated content. We shall not be liable for the accuracy, completeness or contents of any user generated content.
Local Agents
As part of the Service, EntityLayer may engage local agents to fulfill Use’s formation and administrative needs
User agrees that it will not communicate with a EntityLayer Local Agent unless through the EntityLayer Service, or as otherwise authorised by EntityLayer
Warranties
EntityLayer warranties
EntityLayer disclaims any and all warranties, expressed or implied, in connection with the service which is provided to you ""as is"" and we provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness or accuracy.
Regardless of EntityLayer's efforts, it makes no warranty that the service will be uninterrupted, timely or error-free, or that defects will be corrected
EntityLayer makes no warranty regarding the merit or validity of entities incorporated through the Service relative to Users overall legal and fiscal requirements
User Warranties
There is a risk of losing cryptocurrency & other funds of value when using the Service and EntityLayer has no responsibility to you for any such loss;
You acknowledge that your use of the Service is at your sole option, discretion and risk;.
You acknowledge that you are solely responsible for any applicable taxes which may be payable to you for transactions made by your through using the Service;
You agree that you are responsible for understanding and acting upon your tax needs in any jurisdiction you may be resident and/or form an entity
You agree that it is your responsibility as User to determine the laws and regulations that apply to the creation, development, and marketing of your project, and to ensure compliance with applicable regulation within the relevant jurisdictions, including but not limited to securities law.
You acknowledge that telecommunications networks, blockchain networks (such as Ethereum) and Internet access services required for you to access and use the Service are entirely beyond the control of EntityLayer and EntityLayer shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same; and
You warrant you are (i) aged 18 or over, (ii) you are of the age of majority in your jurisdiction, (iii) you are accessing the Service from a jurisdiction in which it is legal to do so, (iv) you are not a Politically Exposed Person (PEP) nor are you on any U.S. or EU Sanctions lists or terrorism finance watchlists, and (v) that you will inform EntityLayer immediately if you enter onto one of these lists or change your residence to a prohibited jurisdiction.
You warrant that should you discover a bug or error that may lead to an exploit of the Service or other loss of funds from EntityLayer, you have the responsibility to notify us at contact@daospv.com in a timely manner. Furthermore, any attempt by you to use such a discovered exploit or bug for illicit financial gain is illegal and strictly prohibited under this Agreement. We reserve the right to prosecute to the fullest extent of the law anyone who exploits or attempts to exploit the Service in an unlawful manner. Such exploits or bugs should be disclosed in a responsible manner and in strict confidence with contact@daospv.com and no other entity.
Annual services:
User warrants and acknowledges that EntityLayer is not liable for any losses contingent upon User failing to renew Annual Services
User acknowledges that failure to pay an invoice in respect of Annual Services for a legal entity administered through the Service may result in it being struck off, dissolved, or otherwise facing penalties
Prohibited use
Prior to your use of the Service and on an ongoing basis you represent, warrant, covenant and agree that:
PERSONAL USE. The Service is intended solely for the User's personal use. The User is only allowed to use the Service for personal use, and may not create multiple accounts, including for the purpose of collusion and/or abuse of service.
EXPLOITS & BUGS. The Service is provided as is, and any exploitation of the Service or errors in program logic and/or code (bugs) constitutes a Prohibited Use and a material breach of this Agreement. Any funds the user may misappropriate in this manner pursuant to this clause shall be considered void and the immediate property of EntityLayer, without limit.
JURISDICTIONS. Persons located in or residents of the North Korea, Iran, Venezuela or any other jurisdiction sanctioned by the UK from using the Service (the "Prohibited Jurisdictions") are not permitted to make use of the Service. For the avoidance of doubt, the foregoing restrictions on Service from Prohibited Jurisdictions applies equally to residents and citizens of other nations while located in a Prohibited Jurisdiction. Any attempt to circumvent the restrictions on usage by any persons located in a Prohibited Jurisdiction or Restricted Jurisdiction, is a breach of this Agreement. An attempt at circumvention includes, but is not limited to, manipulating the information used by EntityLayer to identify your location and providing EntityLayer with false or misleading information regarding your location or place of residence.
Any and all monies (including cryptocurrencies) of a person located in a Prohibited Jurisdiction on the Service are VOID, and can be confiscated or may be returned to the person at EntityLayer's sole discretion.
KYC & AML
Applicable Regulations and Know your Customer ("KYC") and Anti-Money Laundering (AML) Policy
EntityLayer and its Local Agents in the various jurisdictions are under various obligations to perform KYC, AML and general client Due Diligence as a condition to file with local Registries and/or provide the Services User requested. User's order of Services is subject to submitting the information requested from User and our indicated formation times commence from the moment EntityLayer completed the review of all submitted documents.
All expenses related to the sourcing of KYC/AML/DD related documents are on User's behalf.
User shall indemnify EntityLayer (and/or any of its affiliates) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by EntityLayer arising from User's breach of clause 6
EntityLayer further reserves the right to share submitted KYC information and documentation to 3rd parties to verify the authenticity of submitted information, and the end User (you) agree to this by using the Service.
We reserve the right to confiscate any and all funds that are found to be in violation of relevant and applicable anti-money laundering (AML) and countering terrorism financing (CFT) laws and regulations, and to cooperate with the competent authorities when and if necessary.
EntityLayer expressly prohibits and rejects the use of the Service for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations, consistent with various jurisdictions' laws, regulations and norms. To that end, the Service is not offered to individuals or entities on any Politically Exposed Persons (PEP) lists, or subject to any United States, European Union, or other global sanctions or watch lists. By using the Service, end users represent and warrant that they are not on any such lists.
Fees, Payment, and Acceptance
Fees:
User shall pay EntityLayer in advance the fees set out on our Website or via invoice for the relevant Services it has ordered ("Fees"), and shall do so through a secure payment process incorporated into our Website, or via electronic invoice, which can be securely paid by credit card, debit card, bank wire or any major crypto currency.
If there are any fees for Services that are not set out in the Website, we shall issue an invoice to User for such Services provided. User shall pay us the fees set out in the invoice for such Services on receipt of the invoice issued by us.
Acceptance: User acknowledges and agrees that completion of the online payment process referred to in this Section does not constitute our acceptance of User's offer to purchase the Services from us. Our acceptance of User's order shall take place only on commencement of the Services that User ordered from us. We reserve the right to decline an order for Services for any reason and we will refund fees prepaid if we decline an order, provided that no Services have been used by User.
Refunds: User accept that services cannot be refunded after they have been performed. Prior to performance of the services, User accepts that 10% of any fees paid to EntityLayer constitutes a nonrefundable deposit.
Advance payment: We reserve the right not to commence offering the Service if full payment for the Fees has not been received by us in advance.
Advance performance: We reserve the right to commence the Services before payment has been received in respect of the renewal of Annual Services
Online payments: During the online payment process, the User shall be required to enter its payment details, which are disclosed directly to an independent third party payments processor. We do not collect or store this information.
Payment processing: All payments are processed by an independent third party payment processor. We exclude all liability for any loss or damage that might arise from the processing of User's payment information, and the terms of service of that independent third party payment processor shall apply.
Duration & Renewals
Annual Services: Certain EntityLayer Services are Annual Services. This Agreement will last for a period of one (1) year from the provision of the Annual Services
One off Services: this Agreement shall last until the Service is concluded
Renewals:
Annual Services: This Agreement will automatically renew unless notice of termination is received no later than 2 months prior to the anniversary the Service being
Termination
Termination for cause: EntityLayer reserves the right to terminate this agreement if the client is in breach of any term or warranty
Non-payment: Subsequent to the first year of Annual Services, EntityLayer reserves the right to terminate its Annual Services if payment has not been provided more than 2 months after User has been issued with an invoice
Notice: EntityLayer and User may choose to terminate this agreement by providing 3 months written notice.
Amendments
EntityLayer reserves the right to update or modify this Agreement or any part thereof at any time or otherwise change the Service without notice and you will be bound by such amended Agreement upon posting. Therefore, we encourage you to check the terms and conditions contained in the version of the Agreement in force at such time. Your continued use of the Service shall be deemed to attest to your agreement to any amendments to the Agreement.
Governing Law
The Agreement and any matters relating hereto shall be governed by, and construed in accordance with, the laws of England & Wales. You irrevocably agree that, subject as provided below, the courts of England & Wales shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom and irrevocably waive any right that it may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this clause shall limit the right of EntityLayer to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.