Terms of Service

Layer 2 Brokers OÜ (operating as “Bitcoin Reserve”) is a company incorporated according to Estonian law with legal seat in Tallinn, Estonia. Bitcoin Reserve is an Estonian financial intermediary, broker and financial service provider, with a specific focus on Bitcoin. The following Terms of Use (the “Terms”) set forth the rights and obligations between the Client and Bitcoin Reserve. “Client” shall mean both corporate bodies (legal entities, foundations, associations, etc.) and private individuals who are using and/or are intending to use the services of Bitcoin Reserve. Clients should read this document carefully. Bitcoin Reserve reserves the right to change these Terms at any time. Any amended Terms will be published through the different media channels of Bitcoin Reserve. This version of Terms is applicable starting from the 28th of July 2018.

Terms of Service

1. Agreement

1.1 By using the website www.bitcoinreserve.com and any of its pages (hereafter the "Site"), Visitor confirms that he/she has reviewed, understood and agrees to the following important legal information and terms of service (the “Terms”). If Visitor does not agree to the Terms, Visitor must exit the Site immediately.

1.2 The Terms are subject to change at any time without notice and access to, and use of the Site may be restricted or terminated at any time. The Visitor is therefore advised to review these terms each time he/she accesses this website.

1.3 Access to and use of the Site as well as the Terms are subject to and shall be construed in accordance with Estonian legislation exclusively. The place of arbitration shall be the courts of Tallinn.

1.4 Further access to the website might also be subject to the laws applicable in the relevant jurisdiction from which the same is being accessed.

1.5 Visitor should read these Terms carefully combined with Bitcoin Reserve’s applicable Privacy Policy.

2. No offer No advise

2.1 The information, data, services, tools and documents contained or described on this Site (the “Content”) are for information purposes only and constitute neither an advertisement or recommendation nor an offer or solicitation to buy or sell investment instruments, to effect any transaction or to enter into any legal relations.

2.2 Prior to making investment decisions investors should conduct a thorough investigation and obtain all necessary professional advice for all matters, including your eligibility to make such investment in terms of the applicable law.

2.3 Nothing on this Site constitutes investment-, legal-, accounting- or tax advice, or a representation that any investment or strategy is suitable or appropriate for individual circumstances, or otherwise constitutes a personal recommendation for any specific investor. Bitcoin Reserve recommends that investors independently assess, with a professional advisor, the specific financial risks as well as legal-, regulatory-, credit-, tax- and accounting consequences.

3. Local legal restrictions

3.1 The Content is not intended for use by or distribution to any individual or legal entity in any jurisdiction or country where such distribution, publication or use would be contrary to the law or regulatory provisions or in which Bitcoin Reserve does not hold the necessary registration or license. Individuals or legal entities in respect of whom such prohibitions apply, whether on grounds of their nationality, their place of residence or on other grounds, must not access or use the site.

4. No warranty

4.1 Bitcoin Reserve provides no warranty and makes no representations of any kind whatsoever regarding: (1) the currency, accuracy or completeness of the content; (2) the results to be obtained by any user of the Site; or (3) any third party content accessible on or through the Site.

4.2 Except to the extent required by current laws and/or regulations, Bitcoin Reserve, including its directors, agents, employees or subcontractors: (1) disclaims any and all express or implied warranties and conditions, including, but not limited to, warranties and conditions as to quality and fitness for a particular purpose; and (2) does not warrant that the Site, any content (including any third party content), goods and services referred to therein will be uninterrupted or error free, that defects will be corrected or that the Site, the servers from which it is available or any connected website is free of viruses, trojan horses, worms, software bombs or similar items or processes or other harmful components. In order to safeguard against viruses, it is advisable to use up-to-date versions of browsers and to install and continuously update antivirus software. Users should strictly avoid opening e-mails of unknown origin or unexpected e-mail attachments.

4.3 Any data, including but not limited to financial market data, quotes, notices, research or other financial information accessible through this Site, have been obtained from carefully selected sources believed to be reliable. All such information is provided "as is" to the user without express or implied warranties of any kind, including warranties of quality, originality, non-infringement of intellectual property or fitness for any particular purpose.

4.4 The information and opinions in the Site are descriptive of Bitcoin Reserve as a whole and the services described may not be available to or suitable for all investors. The fact that a user accesses the Site does not make him/her a client of Bitcoin Reserve and Visitors are requested to refer to paragraph 3 above.

4.5 Any expressions of opinion, estimates and projections on the Site are those of the authors at the date of writing. They do not necessarily reflect the view of Bitcoin Reserve and are subject to change at any time without prior notice. Bitcoin Reserve and its contractual partners may discontinue, or make changes in, the information, data and documents, and the services described herein, at any time without prior notice. Any information marked with a date is published as of this date only and no obligation or responsibility is undertaken to update or amend any such information.

5. No liability

5.1 To the maximum extent permitted by current laws and/or regulations, Bitcoin Reserve, including its directors, agents, employees, sub-contractors and its sales partners disclaim any and all liability for losses or damages (direct or indirect) of any kind whatsoever arising directly or indirectly as a result of (1) the content, accuracy, completeness or otherwise of the content or any links or third party content; (2) any errors in or omissions from the Site; (3) use of or access to the Site; (4) any inability to access or use the website for any reason.

5.2 To the full extent permitted by current laws and/or regulations, Bitcoin Reserve shall not be liable for any (1) loss of profits or revenue or savings or other economic loss, (2) loss of business or goodwill, (3) loss of or damage to data, (4) incidental or special loss, (5) wasted or lost management time, or (6) indirect or consequential loss arising from use of or access to the site, even if advised of the possibility of any such loss or damage or if such loss or damage was foreseeable.

6. Proprietary information

6.1 Unless accompanied by an explicit statement to the contrary, content on this Site is protected by copyright, database rights, or other intellectual property rights, and is the property of Bitcoin Reserve.

6.2 Except as otherwise specifically agreed in writing or to the extent necessary to use the Site in accordance with these Terms, Visitor shall not: (1) copy the Site in whole or in part (except to make backup copies solely for disaster recovery purposes); (2) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit the Site in whole or in part; (3) embed the Site into other products; (4) use the Site in any timesharing arrangement; (5) create function calls or other embedded links from any software program to the Site; (6) remove or obscure any copyright notice of Bitcoin Reserve or any of its suppliers; (7) use any trademarks, service marks, domain names, logos, or other identifiers of Bitcoin Reserve or any of its third party suppliers; or (8) save to the extent permitted under by law, reverse engineer, decompile, disassemble, or access the source code of the Site.

6.3 Nothing on the Site is designed to grant any license or right to use any image, trademark or logo. No act of downloading or otherwise copying from the Site will transfer any legal entitlement to any software or material on the Site to you. Bitcoin Reserve reserves intellectual property rights (such as copyright and trademark rights) to material on the Site and will enforce such rights to the full extent of applicable law.

7. Third- party content

7.1 Reproduction and distribution of third-party content in any form is prohibited except with the prior written permission of the related third party. Third-party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings or research, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. Third-party content providers give no express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use. Third-party content providers shall not be liable for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with any use of their content, including ratings or research. Credit and/or research ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the market value of securities or the suitability of securities for investment purposes and should not be relied on as investment advice.

8. Material interests

8.1 Bitcoin Reserve and/or its board of directors, executive management and employees may have or have had interests or positions or traded cryptocurrencies referred to on the Site. Furthermore, Bitcoin Reserve and/or its board of directors, executive management and employees may have or have had a relationship with, or may provide or have provided services to or serve or have served as directors of companies referred to on the Site.

9. Performance

9.1 The past is not an indication of the future performance of an investment. The value of investments may be subject to fluctuations and investors may not get back the amount invested. Changes in rates of foreign exchange may also cause the value of investments to go up or down.

10. Monitoring

10.1 Please note that all Visitor’s actions while using this Site may be recorded and analyzed for various purposes, including security, marketing and system monitoring purposes.

11. Links to third-party websites

11.1 Links to third-party websites on the Site are provided solely for your convenience as pointers to information on topics that may be useful to users of the Site. Bitcoin Reserve has no control over the content on such third-party websites nor are such websites monitored by Bitcoin Reserve. Activating some links to third-party websites on this Site may cause Visitor to leave this Site. No warranties or liability concerning the content of such websites are made, including assurances that it is correct, accurate, complete, true, up-to-date or fit for any particular purpose. Nor does Bitcoin Reserve warrant that such website or content is free from any claims of copyright or trademark or other infringement of the rights of third parties or that such site or content is free of viruses or other harmful components. No guarantee as to the authenticity of documents on the Internet is given.

11.2 Using links to third-party websites provided on this Site is at Visitor’s sole discretion and risk.

11.3 Visitor shall note that third-party websites are not subject to Bitcoin Reserve data protection policy and Bitcoin Reserve is not responsible for the policies they apply with regard to collection and treatment of personal data. We recommend that Visitor carefully read the terms of service and data protection policies governing the third-party website before using it in order to check how it protects personal data and privacy.

12. Assignment, Subcontracting and Delegation

12.1 These Terms are for the benefit of Bitcoin Reserve, its successors and assigns. Bitcoin Reserve may assign or transfer any of its rights under these Terms. Bitcoin Reserve may delegate or subcontract the performance of any obligation under these Terms.

TERMS AND CONDITIONS

1. Scope of application

1.1. These Terms and Conditions apply to and between the Client and Bitcoin Reserve.

1.2. The Client must read, understand and accept the Terms before using the services provided by Bitcoin Reserve.

1.3. The Terms are considered as read, understood and accepted by the Client, when the Client decides to use any of the services provided by Bitcoin Reserve.

2. Onboarding

2.1. All Clients must be duly onboarded before they can use any of the services provided by Bitcoin Reserve or engage in any other business relation of any kind.

2.2. The onboarding process is prescribed by Bitcoin Reserve. The onboarding process can vary in scope depending on the type of Client and can in general be changed or amended as needed due to internal risk policies, change of legal framework, market conditions or other circumstances relevant for Bitcoin Reserve to assess the Client.

2.3. The Client must provide Bitcoin Reserve with all documentation and/or information requested by Bitcoin Reserve. Under no circumstances shall Bitcoin Reserve be obliged to return any documentation and/or information received during the onboarding process to the Client.

2.4. Bitcoin Reserve reserves the right to unilaterally accept or reject any potential Client in accordance with its internal rules and policies. Bitcoin Reserve is not obliged to provide any reasons for its decision.

2.5. For successfully onboarded Clients, Bitcoin Reserve shall at all times be entitled to request additional documentation and/or information. If a Client does not provide the additional requested documentation and/or information, Bitcoin Reserve shall have the right to not provide the Client with quotes and/or to not execute trades as instructed.

2.6. Moreover, if the documentation and/or information – upon which the initial onboarding process was approved by Bitcoin Reserve – changes, the Client must immediately provide Bitcoin Reserve with the additional documentation and/or information. Additional documentation and/or information especially includes, but is not limited to: a) For private individuals Clients: Change of citizenship and change of address/domicile. b) For corporate Clients: Liquidation, change of control, change in country of incorporation and change of the authorized person.

2.7. The Client will receive a notification from Bitcoin Reserve when it is either successfully onboarded, additional documentation and/or information is requested, or the Client has been rejected.

2.8. Bitcoin Reserve has no obligation to onboard a Client within a certain timeframe. Therefore, Bitcoin Reserve shall under no circumstances be liable for any loss and/or any unrealized gain of a Client because of unfinished and/or rejected onboarding procedure.

2.9. The Client accepts that information which is sent to the contact details provided to Bitcoin Reserve shall be deemed as a proper delivery. This includes both email address and physical address.

3. Placement of orders

3.1. Bitcoin Reserve offers trading services through its own concierge trading desk and automated investment platform.

3.2. The Client must be onboarded in accordance with provision 2 in these Terms.

For trading through the Concierge Trading Desk:

3.3. After being successfully onboarded and approved, the Client will have assigned an account manager from Bitcoin Reserve (the “Account Manager”).

3.4. The Client can contact the Account Manager to request a quote for Bitcoin.

3.5. The Account Manager can then offer the Client a quote. The quote is valid for 10 minutes after it has been set forth. The Client can either accept, reject or ignore the offer within said time limit.

3.6. Until the Client has accepted the offered quote, Bitcoin Reserve can at their sole discretion provide the Client with a new quote. The most recent provided quote shall be viewed as the binding offer to the Client and all previously quotes shall be annulled.

3.7. If the offered quote is timely accepted in accordance with its content, the offered quote will be binding for both parties and Bitcoin Reserve will execute the order.

3.8. If the offered quote is rejected, ignored or accepted too late, the offer will not become binding for either party and Bitcoin Reserve will not execute the offer.

3.9. If the offered quote is timely accepted but with amendments to the content, it shall not be viewed as a binding accept but instead as a new quote request from the Client to which neither party is bound in any way.

3.10. A pending quote-request from a Client shall under no circumstances be considered as a binding instruction or agreement to which either party is bound or committed in any way.

3.11. The Client acknowledges and accepts that Bitcoin Reserve under no circumstances can be liable for the loss of profits and/or limitation of losses resulting from not being able to buy or sell in the period of which a quote request from the Client is pending. This applies both to when a quote request is answered after a long waiting period and for when a quote request is not answered at all.

4. Execution of orders

4.1. Bitcoin Reserve will do its best effort to provide the Client with the best execution of an order possible. The best execution is not necessarily the best price, but also takes into account; market conditions, stability of the available exchange platforms, volume, cost, speed and other factors relevant for the execution of the order.

4.2. The Client accepts that a limit order placed by Bitcoin Reserve on behalf of the Client cannot be changed outside the working hours as stipulated in provision 6.1 in these Terms.

4.3. The Client accepts that Bitcoin Reserve cannot guarantee a full execution of a limit order due to liquidity shortage or other market conditions in general, even if the asset has been traded at any Exchange above or below the Clients limit.

4.4. Bitcoin Reserve offers to trade only Bitcoin (ticker: BTC or XBT) and it remains at the sole discretion of Bitcoin Reserve to decide which assets can be traded through Bitcoin Reserve.

5. Trade confirmation

5.1. The Client can request Bitcoin Reserve to send a trade confirmation for an executed order.

5.2. Bitcoin Reserve will send such trade confirmation within 24 hours of the Clients request.

5.3. The trade confirmation will be sent to the e-mail account or other electronic means of communication provided by the Client.

5.4. For the trading platform the history of trades will be made available in an electronic form found in the user admin panel

6. Trading hours

6.1. Bitcoin Reserve’s trading desk and web platform is available 24 hours, 7 days a week, 365 days a year. a) For selling: When selling assets through Bitcoin Reserve Concierge, the Client must notify Bitcoin Reserve once the assets have been sent to the deposit address provided by Bitcoin Reserve. Bitcoin Reserve cannot provide the Client with quotes before the arrival of assets on the deposit address provided by Bitcoin Reserve. Arrival shall for Bitcoin transactions mean that a minimum of 3 blocks have confirmed the transaction. b) For buying: When buying assets through Bitcoin Reserve the Client must notify Bitcoin Reserve once the FIAT has been sent to the bank account provided by Bitcoin Reserve. Bitcoin Reserve cannot provide the Client with quotes before the arrival of FIAT on the bank account of Bitcoin Reserve. When buying with Bitcoin Reserve’s automated platform, fiat is received automatically through our web-portal.

6.2. Under no circumstances can Bitcoin Reserve become liable for any losses and/or missed profits due to trade requests not being answered according to provision 3.5 - 3.11 of these Terms which also extend to requests made outside of the trading hours.

7. Fees

7.1. Clients shall be obliged to pay to Bitcoin Reserve a brokerage fee (the “Fee”) upon the services provided by Bitcoin Reserve.

8. Access to the website and services of Bitcoin Reserve

8.1. Physical connection to the website of Bitcoin Reserve: Client is responsible, at its cost and expense, for providing all equipment necessary to access the internet and the website of Bitcoin Reserve. Requirements for access to the website of Bitcoin Reserve are available from Bitcoin Reserve.

8.2. Site availability: While Bitcoin Reserve’s objective is to make the website of Bitcoin Reserve accessible 24 hours per day, seven (7) days per week, the website of Bitcoin Reserve may be unavailable from time to time for any reason including routine maintenance. Client understands and acknowledges that due to circumstances both within and outside of the control of Bitcoin Reserve, access to the website of Bitcoin Reserve may be interrupted, suspended or terminated from time to time. The Client agrees that Bitcoin Reserve shall not be liable for any damages arising from any such interruption, suspension or termination of the website of Bitcoin Reserve and that client shall put in place contingency plans to account for such periodic interruptions or suspensions of the website of Bitcoin Reserve.

9. Acceptance of risk

9.1. The Client fully acknowledges the risks inherent with using the services provided by Bitcoin Reserve.

9.2. Especially such risks may include but are not limited to: a) Market risk; b) Liquidity risk; c) Concentration risk; d) Horizon risk; e) Transaction risk; f) Volatility risk; g) Execution risk; h) Operational risk; i) The highly speculative nature of cryptocurrencies as such; j) The potential of a total loss or make zero profit; k) The unavailability of exchanges; and l) The regulatory and legislative risk regarding the treatment of cryptocurrencies.

9.3. The Client fully acknowledges their personal liability for any and all potential losses resulting from an investment and that Bitcoin Reserve only performs trades under instructions from and on behalf of the Client, thus keeping Bitcoin Reserve free of any liability and/or losses (so-called execution-only).

9.4. Further, the Client is solely responsible for all legal risks associated with using the services provided by Bitcoin Reserve. In addition, the Clients guarantees to comply with and act within all legal boundaries within the applicable jurisdiction to the business relationship especially including but not limited to tax laws.

9.5. The Client accepts and releases Bitcoin Reserve of responsibility for all risk and damages resulting from an undetected transmission error, misunderstanding, hacking or fraud arising from instructions given via e-mail, instant messaging platforms or any other electronic communication channel.

9.6. Past performance is no guarantee of current or future performance. The value of an investment may rise or fall for multiple reasons. Fluctuations in exchange rates may also cause the value of investments to rise or fall.

10. Exceptional markets conditions

10.1. Bitcoin Reserve reserves the right to withdraw quotes, to not provide quotes or to not execute orders in exceptional markets conditions, especially but not limited to circumstances which results in liquidity shortage.

11. Termination

11.1. The contractual relationship between Bitcoin Reserve and the Client may be terminated at any time and for any reason by Bitcoin Reserve.

11.2. The contractual relationship between Bitcoin Reserve and the Client may be terminated by the Client with immediate effect for any reason.

11.3. Notice of termination shall be in the form of a written notice and termination shall be effective upon the receiving party’s receipt of such notice.

11.4. The Client accepts that a notice which is sent in accordance with the contact details provided to Bitcoin Reserve shall be deemed as a proper delivery. This includes both email address and physical address.

11.5. Client agrees that, upon termination Client shall: (i) pay all outstanding debts to Bitcoin Reserve in full within ten (10) days; (ii) honor all outstanding orders; and (iii) honor all outstanding commitments with respect to completed orders.

11.6. Without limiting the immediately preceding sentence, Bitcoin Reserve may also terminate the access to Bitcoin Reserve website for any Client at any time, for any reason or no reason. Such Client shall have no recourse and Bitcoin Reserve shall have no liability with respect to any such termination.

11.7. All provisions of the Terms relating to warranties, confidentiality obligations of Clients, proprietary rights, limitation of liability, indemnification obligations and payment obligations shall survive the termination or expiration thereof.

12. Warranties

12.1. The Client warrants that it acts within and complies with all legal requirements applicable to the relevant jurisdiction when using the services provided by Bitcoin Reserve.

12.2. It is the Clients responsibility to assess and cohere to the applicable tax regulations.

12.3. For private individuals Clients; the Client warrants that only the Client itself, who have been onboarded, is using the account at Bitcoin Reserve personally.

12.4. For corporate Clients; the person authorised to represent the company, foundation, association and/or another organisation and trade on its behalf according to the forms provided during the onboarding process, warrants that only the authorised person is the user of the services provided by Bitcoin Reserve. If other person(s) shall be allowed to trade on behalf of the onboarded corporate Client, a Power of Attorney must be presented to and approved by Bitcoin Reserve.

13. Limitation of liability

13.1. To the extent permitted by law, Bitcoin Reserve does not accept any liability for the risks associated with the execution of trades and/or providing further services to the Client.

13.2. Bitcoin Reserve limits its liability for appointed auxiliary persons. It does not assume any liability for damage and/or loss caused by its auxiliary persons in carrying out their work in the event of slight misconduct.

13.3. Bitcoin Reserve is not liable for any indirect and/or consequential losses, such as any loss of earnings and/or third-party claims for damages.

13.4. Bitcoin Reserve offers its services with the customary duty of care.

13.5. In all events, the aggregate liability of Bitcoin Reserve for any reason and upon any cause of action, including, without limitation, acts or omissions by Bitcoin Reserve or third parties and outages or non-availability of the services of Bitcoin Reserve or any of the connected services, shall not exceed the amount of Fees, if any, paid by the Client to Bitcoin Reserve in connection with the order that gave rise to the cause of action in question.

14. Forking

14.1. If a chain split occurs as a result of a fork, the Client can only claim the coin it has stored at Bitcoin Reserve that the market has deemed as the original one.

14.2. If there is no overwhelming consensus after the fork about which coin is deemed to be the original coin or if the forking coin has sufficient economic-, industry- and community backing, Bitcoin Reserve shall make a statement. The statement shall conclude which coin(s) the Client shall be credited.

15. Indemnification

15.1. The Client shall indemnify, defend, and hold harmless Bitcoin Reserve, its officers, affiliates, directors, equity holders, agents and employees with respect to any claim, demand, cause of action, debt, judgment or liability, including reasonable attorneys’ fees, to the extent that it is based upon a claim that: (i) arises out of or in relation to their use of the services of Bitcoin Reserve and is not caused by the negligence or conduct of Bitcoin Reserve; (ii) if true, would constitute a breach of any of their representations, warranties or agreements hereunder; or (iii) arises out of their gross negligence, wilful misconduct or abandonment. Bitcoin Reserve may, at its discretion and at its own expense, assist in the defence of any indemnified claim through counsel selected by Bitcoin Reserve. Any settlement intended to bind Bitcoin Reserve shall not be valid or binding on Bitcoin Reserve without Bitcoin Reserve’s prior written consent.

16. US Persons

16.1. Bitcoin Reserve does not offer any of its services to US persons (persons with sole or additional citizenship of the United States and/or residence in the United States), even if they are domiciled outside the United States.

16.2. The Client is obliged to inform Bitcoin Reserve at least thirty (30) days in advance in written form of any future circumstances which may cause him to be regarded as US person.