BELOBABA Terms of Use

Last updated: February 2024

BELOBABA Financial Services UAB
Company number: 306302649
Registered address: Architektų g. 56-101, LT-04111 Vilnius, Lithuania

1. Introduction

These Terms of Use (“Terms”) govern your access to and use of the website www.belobaba.io and all related services operated by BELOBABA Financial Services UAB (“BELOBABA,” “we,” “us,” or “our”).

By accessing or using our Website, you agree to be bound by these Terms and our Privacy Policy. If you do not agree with these Terms, do not use the Website.

2. Use of the Website

You agree to use the Website for lawful purposes only and in a way that does not infringe on the rights of, restrict, or inhibit anyone else’s use and enjoyment of the Website.

You agree not to:

  • Violate any applicable laws or regulations;

  • Upload or transmit any material that is harmful, threatening, abusive, defamatory, or otherwise objectionable;

  • Impersonate any person or entity or misrepresent your affiliation with any person or entity;

  • Attempt to interfere with the proper working of the Website or compromise its security.

3. Eligibility

You represent and warrant that:

  • You are at least 18 years of age or the age of legal majority in your jurisdiction;

  • You have the legal capacity and authority to enter into these Terms;

  • You will use the Website in compliance with these Terms and all applicable laws.

4. Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, images, and software, is the property of BELOBABA or its licensors and is protected by intellectual property laws.

You may not copy, reproduce, distribute, modify, or create derivative works from any part of the Website without prior written consent from BELOBABA.

5. Third-Party Links

The Website may contain links to third-party websites or services that are not owned or controlled by BELOBABA. We are not responsible for the content, privacy policies, or practices of any third-party websites or services.

You acknowledge and agree that BELOBABA shall not be responsible or liable for any damage or loss caused by your use of any such content, goods, or services available through any third-party websites or services.

6. Account Registration and Security

To access certain features of our services, you may be required to register for an account. When registering, you agree to:

  • Provide accurate, current, and complete information;

  • Maintain and promptly update your information;

  • Maintain the security of your account credentials;

  • Accept all risks of unauthorized access to your account and any activity under your account.

You are solely responsible for any activity conducted under your account.

7. Prohibited Conduct

You agree not to use the services to:

  • Violate any law, regulation, or contractual obligation;

  • Infringe intellectual property rights;

  • Distribute viruses, worms, defects, Trojan horses, or any items of a destructive nature;

  • Engage in conduct that could damage, disable, overburden, or impair the functioning of the services;

  • Use any automated system, including “robots,” “spiders,” or “offline readers,” without prior written consent.

8. Disclaimers

The Website and services are provided on an “as is” and “as available” basis. BELOBABA expressly disclaims all warranties of any kind, whether express or implied, including but not limited to:

  • The implied warranties of merchantability, fitness for a particular purpose, and non-infringement;

  • That the Website or services will be uninterrupted, secure, or error-free;

  • That any content is accurate, reliable, or complete.

9. Limitation of Liability

To the fullest extent permitted by law, BELOBABA shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

  • Loss of profits, data, use, goodwill, or other intangible losses,

  • Resulting from (i) your access to or use of the services; (ii) any conduct or content of any third party; (iii) unauthorized access, use, or alteration of your transmissions or content.

10. Indemnification

You agree to defend, indemnify, and hold harmless BELOBABA, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including legal and accounting fees, arising out of or in any way connected with your use of the Website or violation of these Terms.

11. Termination

We reserve the right to suspend or terminate your access to the Website at our sole discretion, without notice and for any reason, including violation of these Terms.

Upon termination:

  • Your right to access the Website and services will immediately cease;

  • Any provisions of these Terms which by their nature should survive termination shall survive.

12. Modifications to the Terms

We may update or modify these Terms at any time, at our sole discretion. When we do, we will revise the “last updated” date at the top of the Terms.

It is your responsibility to review these Terms periodically. Your continued use of the Website following the posting of any changes constitutes acceptance of those changes.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law principles.

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Vilnius, Lithuania.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will remain in full force and effect.

15. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms to which you agree when using particular elements of the Website, constitute the entire agreement between you and BELOBABA with respect to the Website and supersede all prior agreements, communications, and understandings, whether oral or written.

16. Contact Information

If you have any questions about these Terms, you may contact us at:

BELOBABA Financial Services UAB
Architektų g. 56-101
LT-04111 Vilnius, Lithuania
Email: info@belobaba.io

Layer2 Minimum Disclaimers

(to be presented before the application is submitted)

By submitting this information, I certify that the information provided here is accurate and current, and that I have the authority to submit this application on behalf of the entity and persons listed on it.

I certify that I have read and agree to the Layer2 Financial Privacy Policy.

I acknowledge that this account application will not be considered complete until all necessary documentation has been submitted. Once complete, Layer2 Financial and its partner banks and trusts will review the information provided and reserve the right to request additional information or documentation.

I acknowledge that Layer2 Financial and/or its partner banks and trusts may be required by law to carry out all necessary security and customer due diligence checks on all parties involved for purposes of this application in compliance with the Bank Secrecy Act (BSA), and all laws and regulations relating to AML, KYC, KYB, counter-terrorist financing, sanctions screening requirements, or any other legal obligations.

I agree and authorize Layer2 Financial and its partner banks and trusts to make, directly or through any third party, any inquiries that Layer2 Financial or its partners consider necessary to validate the information provided, including checking commercial databases or credit reports. I further authorize Layer2 Financial and its partner banks and trusts to take such steps as they deem necessary to comply with their legal obligations and acknowledge and agree that Layer2 Financial or its partners may, from time to time, be required to disclose this application’s information to third parties.

Main Customer Agreement

Terms and Conditions

This Main Customer Agreement (“Main Agreement”) is entered into between you (the “Customer,” “you,” or “your”) and Layer2 Financial Inc. (“Layer2”), governing your use of Layer2 services (“Services”), which includes the provision of payment and account services as described in Article III, and access to the Platform, as defined in Schedule A (Definitions).

To the extent your use of the Services requires access to the Payment Services or Account Services (as defined in Schedule A), you will be required to accept the specific terms and conditions relating to those services.

PLEASE REVIEW THESE TERMS CAREFULLY. LAYER2’S LIABILITY IS LIMITED, AND YOUR ABILITY TO PURSUE CLAIMS AGAINST LAYER2 IS SUBJECT TO RESTRICTIONS.

By clicking “I Agree,” you affirm that you have read, understood, and accepted all the terms and conditions of this Main Agreement.

ARTICLE I – INTERPRETATION

Section I.1 – Defined Terms
All capitalized and undefined terms in this Main Agreement have the meaning ascribed in Schedule A (Definitions).

Section I.2 – Parties
Any reference to a “Party” refers to either you or Layer2; “Parties” refers to both.

Section I.3 – Gender and Number
In this Agreement, masculine includes feminine and neutral; singular includes plural and vice versa. “Including” and “include” mean “including without limitation.”

ARTICLE II – ELIGIBILITY AND RESTRICTIONS

Section II.1 – Eligibility
Services are only available to:

  • Validly formed businesses in their country of incorporation (e.g., corporations, partnerships, sole proprietorships, non-profits, etc.), or

  • Natural persons not resident in the U.S., Canada, EU, or UK, who have reached the legal age of majority and are legally permitted to enter into contracts.
    In both cases, the Customer must be acting as a principal and not on behalf of any third party, unless approved in writing by Layer2.

Section II.2 – Restrictions
Customers may not (directly or indirectly):

a. Bypass technical limitations of the Services, enable disabled features, or access non-public systems;
b. Act as a service bureau or intermediary without value-added use;
c. Reverse engineer the Services or Platform;
d. Use the Services for illegal, fraudulent, or harmful activities;
e. Interfere with the operation of the Platform or affect other users;
f. Reproduce or distribute the Services or Platform without authorization.

Section II.3 – Acknowledgement
By entering this Agreement, the Customer confirms their eligibility and commitment to comply with all restrictions above.

ARTICLE III – SERVICES AND TERMS

Section III.1 – Services

Layer2, directly or indirectly through one or more of its affiliates or third-party service providers, will provide the Services to the Customer in accordance with this Main Agreement.

Throughout the Term, Layer2 shall host, maintain, service, and support the Platform in its current form or any future form deemed appropriate by Layer2 at its sole discretion, and shall provide Customer access and use of the Platform to facilitate the Payment and Account Services contemplated herein. The use of such services shall be governed by Schedule C (Payment Terms) and Schedule D (Account Terms).

Section III.2 – Access to the Platform

The Customer shall have access to the Platform through secure credentials. The Customer shall:

  • Not disclose their credentials to any third party;

  • Ensure that access is limited to authorized persons;

  • Notify Layer2 immediately of any unauthorized access or suspected breach.

Section III.3 – Service Fees

All fees payable in connection with the Services are set out in the applicable fee schedule provided by Layer2 or referenced in Schedule B.

Fees are non-refundable unless otherwise expressly stated. Layer2 reserves the right to update the fees upon written notice to the Customer.

Section III.4 – Compliance with Laws

The Customer shall comply at all times with all applicable laws and regulations, including:

  • Anti-money laundering (AML);

  • Know-your-customer (KYC) and know-your-business (KYB);

  • Anti-terrorist financing;

  • Tax regulations and financial sanctions.

Section III.5 – Audit Rights

Layer2 reserves the right to audit the Customer’s use of the Services to ensure compliance with this Agreement. The Customer shall fully cooperate with Layer2 and provide access to relevant records.

Section III.6 – Updates to Terms via Platform

Layer2 may, from time to time, update some or all of the terms in this Main Agreement or in Schedule C (Payment Terms). These updates may be announced and implemented through the Platform.

To continue using the Services, the Customer must accept any revised terms.

ARTICLE IV – TERM AND TERMINATION

Section IV.1 – Term

This Main Agreement will commence on the date the Customer accepts it and will remain in force until terminated by either party in accordance with Section IV.2.

Section IV.2 – Termination

Either party may terminate the Main Agreement at any time with thirty (30) days’ written notice.

Layer2 may terminate immediately upon:

  • Breach of the Main Agreement;

  • Legal requirement;

  • Risk of legal or regulatory exposure;

  • Fraudulent or unlawful behavior.

Section IV.3 – Effect of Termination

Upon termination:

  • All rights granted to the Customer shall immediately cease;

  • All fees and amounts owed by the Customer shall become due;

  • Sections relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, and governing law shall survive.

ARTICLE V – LIMITATION OF LIABILITY AND INDEMNITY

Section V.1 – Limitation of Liability

To the fullest extent permitted by law, Layer2 shall not be liable for:

  • Indirect, special, punitive, or consequential damages;

  • Loss of profit, data, or goodwill;

  • Damages exceeding the total amount paid by the Customer in the last 6 months.

Section V.2 – Indemnity

The Customer agrees to indemnify and hold harmless Layer2 and its affiliates from any claims, liabilities, losses, or expenses (including legal fees) arising from:

  • Breach of the Agreement;

  • Use of the Platform or Services;

  • Violation of laws or third-party rights.

 

 

SCHEDULE A – Definitions

“Account Services” means the services that enable the Customer to open and maintain an account on the Platform.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Layer2.

“Business Day” means any day except Saturday, Sunday, or a public holiday in Lithuania or the country where Layer2 operates.

“Customer” refers to the entity or individual who accepts the terms of the Main Agreement.

“Effective Date” means the date on which the Customer accepts the Main Agreement.

“Payment Services” refers to all payment-related functionalities made available by Layer2, including but not limited to fiat and cryptocurrency transactions.

“Platform” means the software, infrastructure, tools, and interfaces made available to the Customer by Layer2 for the purpose of using the Services.

“Services” means all services provided by Layer2 under the Main Agreement, including the Payment Services and Account Services.

“Third-Party Service Provider” means any service provider, vendor, or subcontractor engaged by Layer2 to assist in the provision of the Services.

SCHEDULE B – Fees

All fees for Services rendered under the Main Agreement will be disclosed to the Customer in the Fee Schedule presented at the time of onboarding or as later communicated via the Platform.

Fees may include:

  • Account maintenance fees

  • Payment processing fees

  • Cryptocurrency transaction fees

  • Foreign exchange margins

  • Third-party transaction charges (e.g. network or miner fees)

Layer2 reserves the right to amend fees upon prior written notice or publication through the Platform.

SCHEDULE C – Payment Terms

1. Payment Methods
Customers must fund their accounts using approved payment methods, including SEPA, SWIFT, or accepted cryptocurrencies.

2. Currency Conversions
If a transaction involves a currency conversion, Layer2 will apply an exchange rate that includes a margin above the wholesale rate.

3. Refunds
All transactions are final. Refunds will only be issued in cases of operational error or as required by law.

4. Payment Disputes
Customers must notify Layer2 of any payment discrepancies within 7 business days. Failure to do so may result in forfeiture of claims.

SCHEDULE D – Account Terms

1. Account Creation
Customers must submit all required KYC/KYB documentation before their account is activated.

2. Account Use
Accounts must only be used for lawful business or personal purposes as declared during onboarding.

3. Account Monitoring
Layer2 reserves the right to monitor accounts for compliance, security, and legal reasons, and may suspend or restrict access where necessary.

4. Account Closure
Customers may close their account at any time by submitting a written request, subject to the settlement of all pending transactions and fees.