AssetLayerTESTNET

Terms of Service

Asset Layer LLC · Last updated September 8, 2026

These Terms of Service (the “Terms”) govern your access to and use of the AssetLayer platform — the website, APIs, MCP endpoint, and smart-contract interfaces we operate (together, the “Platform”) — provided by Asset Layer LLC (“Asset Layer,” “we,” “us”). By using the Platform you agree to these Terms. If you do not agree, do not use the Platform.

1. Testnet status — nothing here is an offer

The Platform currently operates as an incentivized test network on the Base Sepolia testnet. Every offering shown is a fictional demonstration; every balance, contribution, and distribution uses testnet tokens with no monetary value. Nothing on the Platform is an offer to sell or a solicitation of an offer to buy any security, and no securities are being offered or sold. References to verification lanes (such as Regulation D 506(c), Regulation S, and Regulation Crowdfunding) describe the compliance design we intend to operate when live offerings exist; they are not a representation that any offering is available to you. The community lane currently operates as the clearly labeled “Reg CF sim” — a simulated offering, using testnet funds only, run prior to any SEC funding-portal registration; no actual crowdfunding offering is being conducted, and real community rounds open only if and when that registration completes. If and when real offerings launch, they will be made only through definitive offering documents, and those documents — not these Terms or any marketing copy — will govern them.

2. Testnet points

Participation may earn testnet points, badges, and leaderboard placement. Points have no monetary value, are not redeemable, transferable, or convertible into any token, security, revenue share, or other consideration, and create no obligation on us of any kind. We may adjust, reset, or discontinue the points program at any time, and may zero the points of any account we determine has engaged in sybil activity or other manipulation. Nothing in the points program is a promise of a future token or airdrop.

3. Eligibility and verification

  • You must be able to form a binding contract in your jurisdiction and must not be subject to sanctions or located in a sanctioned jurisdiction. We screen participants against the U.S. Treasury OFAC SDN list.
  • Parts of the Platform require identity verification. You agree to provide accurate, current information, and you authorize us to record verification outcomes on-chain (as compliance claims tied to your wallet address) and in our audit logs.
  • Verification decisions are ours to make. We may decline, revoke, or freeze verification at any time to comply with law or protect the Platform, and access to gated features ends with it.

4. Wallets and your responsibility

You interact with the Platform through self-custodied blockchain wallets. You are solely responsible for your wallet keys, for every transaction and message you sign, and for the security of any device or software holding your keys. We never hold your keys and cannot reverse blockchain transactions. Signed messages (sign-in, delegations, uploads, officer actions) are attributable to the controlling wallet, and you are responsible for anything signed with yours.

5. AI agents and delegations

  • You may authorize an AI agent (a separate wallet you control or operate) to read gated content and file investment proposals on your behalf. Delegations are read-and-propose only: an agent session can never move funds, and only your own wallet signature can execute a transaction.
  • You are responsible for the conduct of any agent you authorize, for safeguarding its session token (treat it like a password), and for revoking delegations you no longer want. Revocation takes effect immediately for new sessions and kills existing ones.
  • Automated access must stay within reasonable request volumes; we may rate-limit, suspend, or revoke access that degrades the Platform.

6. Issuers and listings

Listing an asset requires an approved issuer application and our review of each listing. Issuers are responsible for the accuracy and lawfulness of everything they submit — listing terms, metadata, and data-room documents — and grant us a license to host and display those materials to eligible participants. We may reject or remove any listing at our discretion. When live offerings exist, a platform fee (currently disclosed as a 5% success fee plus a 2% processing fee, deducted on-chain at release) applies to funded raises; each raise’s fee is fixed at creation and never changed mid-raise.

7. No advice; AI-generated content

Nothing on the Platform is investment, legal, accounting, or tax advice, and we are not acting as your broker, dealer, adviser, or fiduciary. Document summaries, insights, and answers produced by the Platform’s AI features are generated automatically, may be incomplete or wrong, and are provided for convenience only — always read the underlying documents. Do your own diligence and consult your own advisers.

8. Acceptable use

  • No violating law, including securities, sanctions, and anti-money-laundering law.
  • No misrepresenting your identity, accreditation, or residency; no verification on behalf of another person.
  • No sybil activity, referral fraud, or manipulation of the points program.
  • No interfering with the Platform: probing or disrupting infrastructure, scraping at abusive volume, or attempting to bypass compliance gating.
  • No uploading unlawful or infringing content to data rooms.

9. Intellectual property

The Platform’s software, design, and content (other than issuer materials and public-chain data) are owned by Asset Layer or its licensors. Our smart contracts are deployed on public networks and our public APIs may be used as documented; no other license is granted. Feedback you send us may be used without obligation.

10. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE PLATFORM, ITS SMART CONTRACTS, OR ANY BLOCKCHAIN NETWORK WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. BLOCKCHAIN SYSTEMS CARRY INHERENT RISKS — INCLUDING SMART-CONTRACT BUGS, NETWORK FAILURES, AND IRREVERSIBLE TRANSACTIONS — THAT YOU ACCEPT BY USING THEM.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASSET LAYER AND ITS MEMBERS, OFFICERS, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR DIGITAL ASSETS, ARISING FROM YOUR USE OF THE PLATFORM. OUR AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF US$100 OR THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM.

12. Indemnity

You will indemnify and hold Asset Layer harmless from claims arising out of your use of the Platform, your violation of these Terms or of law, content you submit, or the actions of agents you authorize.

13. Changes, suspension, termination

We may modify the Platform or these Terms at any time; the “Last updated” date above reflects the current version, and continued use after a change is acceptance. We may suspend or terminate access for any breach of these Terms or where required by law. Sections that by their nature survive termination (including 7 and 9–14) survive.

14. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to conflicts of law. Any dispute will be resolved in the state or federal courts located in Florida, and you consent to their jurisdiction. YOU AND ASSET LAYER EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

15. Contact

Questions about these Terms: peter@assetlayer.org.