Legal
Last revised: July 3, 2026
These terms constitute a legally binding agreement between you and us. Please read them carefully before accessing or using the website, Final Layer, or the Final Layer Sacrifice.
These terms contain an agreement to resolve disputes by binding individual arbitration, a waiver of your right to a jury trial, and a waiver of your right to participate in any class, collective, or representative action. They also specify the governing law and the exclusive forum for any dispute. By accessing or using the website or any of our offerings, you unconditionally accept and agree to be bound by these terms in full. If you do not agree, you must immediately cease all access to and use of the website and our offerings.
These Terms of Service (these “Terms”) govern your access to and use of this website (the “Site”), the Final Layer network and its associated technologies, tokens, applications, and interfaces (“Final Layer”), and the Final Layer Sacrifice fundraising mechanism and its associated smart contracts and interfaces (the “Final Layer Sacrifice”), together with all related products, services, content, and functionality (individually, an “Offering” and collectively, “Our Offerings”).
The Site and Our Offerings are operated and made available by ProsperityTech Inc., an international company incorporated under the laws of the Republic of Panama (“ProsperityTech”), together with its affiliate TechAdoptionGroup LLC and their respective executives, officers, directors, managers, founders, core contributors, developers, affiliates, agents, service providers, and representatives (collectively, the “Final Layer Team,” the “Project Owners,” the “Project,” “we,” “us,” or “our”).
“You” or “your” means the individual or entity that accesses or uses the Site or any of Our Offerings. If you access or use the Site or any Offering on behalf of another person or entity, you represent and warrant that you have full authority to bind that person or entity to these Terms, and “you” refers to both you and that person or entity.
You acknowledge and agree that the Final Layer Team may, during the current and any future phase of the Project, operate on a pseudonymous or partially anonymous basis, and that the identity of individual contributors, officers, or affiliates may not be publicly disclosed. You agree that such anonymity does not affect the validity, binding nature, or enforceability of these Terms, and that these Terms are enforceable by and for the benefit of ProsperityTech Inc., TechAdoptionGroup LLC, and each member of the Final Layer Team, whether named or unnamed.
By accessing or using the Site or any Offering, including by selecting “I Agree” on any consent notice, connecting a digital wallet, or interacting with any Final Layer or Final Layer Sacrifice smart contract, you are deemed to have read, understood, and unconditionally accepted these Terms, and you are bound by them.
You represent, warrant, covenant, and agree that:
Certain Offerings may not be available or appropriate for access or use in some jurisdictions. We may, in our sole discretion, restrict or block your access to the Site or any Offering, including by reference to your IP address or apparent location, without notice or liability.
For the purposes of these Terms, “Tokens” means, collectively: (i) the native Final Layer coin (“FL”); (ii) the Final Layer Sacrifice token (“FLS”); and (iii) any ERC-standard token or other on-chain unit that is airdropped, minted, wrapped, bridged, mirrored, or otherwise made available to represent, correspond to, or reference any of the foregoing on any blockchain network (each, an “ERC Representation”).
Consumable good. You acknowledge, understand, and agree, and it is the mutual intention and understanding of you, the Final Layer Team, and all individuals who acquire, receive, hold, or interact with the Tokens, that the Tokens, including FL, FLS, and every airdropped or other ERC Representation, are to be viewed, treated, and characterized as consumable goods and utility items that are usable and consumable within the Final Layer network and its ecosystem (for example, to pay for network resources, computation, transaction fees, and functionality, and to access features of the Project). All individuals who acquire, receive, hold, or interact with the Tokens do so with the express understanding and agreement that the Tokens are consumable goods and are consumed through use.
Not securities or investments. The Tokens are not, and shall not be construed, offered, sold, marketed, or held out as, and you agree not to characterize them as, securities, investment contracts, shares, stock, equity or ownership interests, notes, bonds, debt instruments, derivatives, swaps, funds, pooled or managed-investment interests, collective investment schemes, or financial instruments of any kind under the laws of any jurisdiction. Nothing on the Site or in Our Offerings constitutes an offer or solicitation to buy or sell any security or financial instrument.
No expectation of profit from the efforts of others. To the maximum extent possible, you agree and acknowledge that: there is no common enterprise between you and us; you have no expectation of profit derived from the managerial, entrepreneurial, or other efforts of the Final Layer Team, the Project Owners, or any other person; you do not rely on the efforts of any promoter or third party for any increase in value of the Tokens; and any acquisition, receipt, or use of the Tokens is undertaken solely for their consumptive use and utility within the network and not as an investment. You further acknowledge that the Tokens may have no value, that any value ascribed to them by third parties may be extremely volatile and may fall to zero, and that no person guarantees or represents any value, price, return, profit, or benefit whatsoever.
No voting rights, equity, ownership, or fiduciary duty. You acknowledge and agree that holding, receiving, or interacting with the Tokens (including FL, FLS, and any ERC Representation) does not grant you, and shall never be construed as granting you: (i) any voting, governance, consent, or control right over the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, any of their affiliates, or the direction, operations, treasury, or spending of any of them; (ii) any equity, share, stock, membership, ownership, or percentage interest in ProsperityTech Inc., TechAdoptionGroup LLC, or any member of the Final Layer Team, or in their assets, revenues, or profits; (iii) any dividend, distribution, revenue-share, interest, or creditor right; or (iv) any other right or entitlement other than the consumptive utility of the Tokens within the network. You further acknowledge and agree that the Final Layer Team, the Project Owners, and their respective executives and affiliates owe you no fiduciary duty of any kind, and that no fiduciary, trustee, agency, partnership, joint-venture, advisory, or similar relationship exists or is created between you and any of them by reason of these Terms, the Tokens, the Final Layer Sacrifice, or your use of Our Offerings.
You agree that the characterizations in this Section reflect the mutual intent and understanding of the parties and shall apply to your relationship with us and to any dispute arising from or relating to the Tokens.
The Final Layer Sacrifice is a voluntary fundraising and network-bootstrapping mechanism through which a participant may irrevocably contribute (“sacrifice”) digital assets to a smart contract in exchange for FLS or an ERC Representation, on the terms encoded in the applicable smart contract. You acknowledge and agree that:
You acknowledge, understand, and agree that all digital assets, funds, proceeds, and value contributed, sacrificed, deposited, or otherwise transferred in connection with the Final Layer Sacrifice (collectively, the “Contributed Funds”) become, upon transfer, the sole and exclusive property of, and are solely owned, controlled, held, managed, allocated, and used at the sole and absolute discretion of, ProsperityTech Inc., TechAdoptionGroup LLC, and/or the Project Owners (the “Controlling Parties”). You retain no ownership of, claim to, security interest in, or right of return, redemption, or recovery over any Contributed Funds.
No vote or say over spending. You have no right to direct, approve, veto, vote on, review, audit, or otherwise influence how the Contributed Funds or any treasury are held, invested, spent, allocated, or used. There is no governance vote, community vote, or approval process of any kind over the use of the Contributed Funds, and none is promised, implied, or created. The Controlling Parties may use the Contributed Funds for any purpose whatsoever, in their sole and absolute discretion, without notice or accounting to you.
You acknowledge, understand, and agree that when you submit a buy, contribution, or staking transaction in respect of the Final Layer Sacrifice or FLS, including staking, locking, or committing Final Layer Sacrifice tokens, that transaction is final and complete upon its confirmation on the applicable blockchain, and that confirmation constitutes the entire and effective end of that transaction. No further right, obligation, entitlement, refund, return, profit, benefit, or performance is owed to you in respect of that transaction, whether by the Controlling Parties, the Final Layer Team, or any other person, except only as expressly and solely provided in this Section.
Sole obligation. Following any such transaction, the only obligation of the Controlling Parties and the Final Layer Team, if any, is to use good-faith commercially reasonable efforts to develop and deliver the Final Layer blockchain network. Beyond that limited endeavor, no other duty, obligation, guarantee, warranty, or undertaking of any kind is owed to you, and the delivery, timing, features, functionality, success, or continued availability of the Final Layer blockchain are not guaranteed and may change, be delayed, or fail entirely.
Our Offerings rely on self-executing blockchain code (“Smart Contracts”). Prior to initiating any blockchain transaction, it is your sole responsibility to review the relevant Smart Contract and ensure you understand its terms. You consent to and agree to be bound by, and irrevocably waive any objection to, the applicable Smart Contract terms and their execution. Where the Site or any Offering summarizes or characterizes any Smart Contract term, such information is for convenience only, and the Smart Contract will always prevail in the event of any inconsistency. We do not control, and cannot reverse, modify, or recover, transactions once submitted to a blockchain, and we have no liability for them.
We do not provide financial, investment, trading, tax, accounting, legal, or other professional advice, and nothing on the Site or in Our Offerings constitutes such advice or a recommendation to acquire, hold, use, or dispose of any Token or digital asset. You are solely responsible for your own decisions and should consult your own qualified advisors. You bear sole responsibility for determining what taxes apply to your transactions.
You are responsible for all activity conducted through your digital wallet, whether or not authorized by you, and for maintaining the security of your wallet, private keys, and credentials. You agree that you will not: (a) impersonate any person or misrepresent your affiliation; (b) access or tamper with non-public areas of the Site or our systems; (c) probe, scan, or test the vulnerability of, or breach the security of, the Site or any related system; (d) decompile, disassemble, reverse engineer, or attempt to derive the source of any software used to provide the Site or any Offering, except to the extent this restriction is prohibited by Applicable Law; (e) use any bot, scraper, or automated means to access, interfere with, or extract data from the Site; (f) interfere with or disrupt the Site, any Offering, or any network; (g) use the Site or any Offering in violation of these Terms or any Applicable Law, including any anti-money-laundering, sanctions, securities, or tax law; or (h) use the Site or any Offering to launder money, finance terrorism, or engage in any fraudulent or illegal activity. We may investigate and prosecute violations and cooperate with law enforcement to the fullest extent permitted by Applicable Law.
The Site, Our Offerings, and their content, technology, text, graphics, logos, and trademarks (collectively, “Content”) are owned by us or our licensors and are protected by intellectual-property laws. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your personal, non-commercial use. You may not copy, modify, distribute, sell, create derivative works from, or commercially exploit any Content except as expressly permitted. All rights not expressly granted are reserved. Any feedback, ideas, or suggestions you submit to us may be used by us without restriction or compensation.
The Site may link to or facilitate access to third-party websites, wallets, blockchains, applications, content, or services (“Third-Party Offerings”). We do not own or control, and are not responsible for, any Third-Party Offering, and your use of any Third-Party Offering is at your own risk and subject to the third party’s own terms. A link does not constitute an endorsement.
You acknowledge that blockchain technologies, digital assets, and the Tokens carry significant and inherent risks, including those described in our Disclaimer & Risk Statement, which is incorporated into these Terms by reference. Those risks include, without limitation: total loss of value; extreme price volatility; loss of private keys or wallet access; smart-contract bugs, exploits, and failures; protocol or network failure; cryptographic weaknesses, including those arising from advances in quantum computing; regulatory action; illiquidity; and theft or hacking. You have been warned of, and you expressly accept and assume, all such risks. You are solely responsible for all transactions you engage in and all Tokens and digital assets you obtain, and we shall have no liability to you or anyone else in connection therewith.
You acknowledge, understand, and expressly agree that blockchains, smart contracts, wallets, bridges, oracles, front-end interfaces, and all related software and infrastructure may be targeted by, and are inherently vulnerable to, hacking, exploits, malware, phishing, social engineering, key or seed-phrase theft, smart-contract vulnerabilities, economic or flash-loan attacks, consensus attacks, denial-of-service attacks, and other malicious, criminal, or unauthorized activity (collectively, a “Security Incident”), whether directed at you, at us, at any Token, at the Final Layer network, at the Final Layer Sacrifice, or at any third party.
You expressly agree that no Security Incident, and no resulting loss, theft, freezing, diminution, or destruction of any Token, digital asset, or value, is or shall be the fault or responsibility of the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, the Project Owners, or any of their respective executives, officers, directors, affiliates, contributors, or agents, and that none of them can or shall be held liable for it in any way.
To the fullest extent permitted by Applicable Law, you irrevocably waive, release, and agree not to assert any claim, demand, action, or liability of any kind against the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, the Project Owners, or any of their respective executives, officers, directors, affiliates, contributors, or agents arising out of or relating to any Security Incident, regardless of how it occurs, regardless of whether it results from any act, omission, negligence, error, vulnerability, or failure (whether of us, of a third party, or of you), and regardless of whether any of us was advised of, or could have foreseen, the possibility of such Security Incident. This waiver applies whether the claim is based in contract, tort (including negligence), strict liability, statute, or any other theory, and is in addition to, and does not limit, the disclaimers, releases, and limitations of liability elsewhere in these Terms. You are solely responsible for the security of your own wallet, devices, private keys, seed phrases, and credentials. By accessing or using the Site or any Offering, you acknowledge and agree to this allocation of risk.
The site and our offerings are provided “as is,” “as available,” and “with all faults,” and you use them at your own risk. To the fullest extent permitted by applicable law, we and our affiliates disclaim all warranties and representations of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the site or our offerings will be uninterrupted, secure, accurate, error-free, or will meet your requirements. We make no representation, warranty, or guarantee regarding any Token, its value, or any benefit whatsoever.
To the fullest extent permitted by applicable law, in no event shall the final layer team, prosperitytech inc., techadoptiongroup llc, or any of their respective executives, officers, directors, affiliates, contributors, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or digital assets, or for any diminution in the value of any Token, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not foreseeable, even if advised of the possibility of such damages.
To the fullest extent permitted by applicable law, the total cumulative liability of the final layer team to you for all claims arising out of or relating to these terms, the site, or our offerings shall not exceed one hundred united states dollars (US $100). these limitations form an essential basis of the bargain between you and us and shall apply even if any remedy fails of its essential purpose. some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
You agree to defend, indemnify, and hold harmless the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, and their respective executives, officers, directors, affiliates, contributors, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your access to or use of the Site or Our Offerings, your Tokens or transactions, your violation of these Terms or any Applicable Law, or your violation of the rights of any third party.
To the maximum extent permitted by Applicable Law, you, on behalf of yourself and your successors, heirs, and assigns, irrevocably release and forever discharge, and covenant not to sue, the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, and their respective executives, officers, directors, affiliates, contributors, and agents from any and all claims of every kind, whether known or unknown, arising out of or in any way related to your access to or use of, or inability to access or use, the Site or any Offering, or to any Token or transaction.
Please read this section carefully. It affects your legal rights, requires you to resolve disputes by binding individual arbitration, and waives your right to a jury trial and to participate in any class, collective, consolidated, or representative action.
Before initiating any formal proceeding, you agree to first contact us in writing at the address in the “Contact” section below and to make good-faith efforts to resolve the dispute informally for a period of at least sixty (60) days after we receive your written notice describing the dispute and the relief sought.
You and we agree that any dispute, claim, or controversy arising out of or relating in any way to these terms, the site, our offerings, the tokens, the final layer sacrifice, or your relationship with us (whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, and whether arising before, during, or after any termination) shall be resolved exclusively by final and binding individual arbitration, and not in a court of law.
The arbitration shall be administered under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force, including its Expedited Procedure Provisions, as modified by these Terms, before one (1) arbitrator with substantial experience in commercial and digital-asset disputes. The seat, legal place, and venue of the arbitration shall be Panama City, Republic of Panama, and the language of the arbitration shall be English. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, scope, enforceability, or formation of this arbitration agreement, including any claim that it is void or voidable. Judgment on the award may be entered in any court having jurisdiction. Either party may seek interim or emergency equitable relief before the competent courts of the Republic of Panama solely to preserve the status quo pending arbitration, and you submit to the exclusive personal jurisdiction of those courts for that limited purpose.
You and we agree that each may bring claims against the other only in your or our individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. You and we knowingly and voluntarily waive any right to a trial by jury and any right to participate in a class or representative action.
If any part of this class-action waiver is found to be unenforceable as to a particular claim for relief, then that claim (and only that claim) shall be severed and may be brought in the courts specified in the Governing Law section, while all other claims remain in arbitration.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to the site, our offerings, the tokens, or these terms must be filed within one (1) year after the claim or cause of action arose, or it will be permanently barred.
These Terms, and any dispute or claim arising out of or relating to them, the Site, Our Offerings, or the Tokens, shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-law principles. Subject to the binding-arbitration provisions above, you and we submit to the exclusive jurisdiction and venue of the courts located in the Republic of Panama for any dispute or claim that is not subject to arbitration, and you expressly, knowingly, and irrevocably waive any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens. This choice of Panamanian law and forum reflects the parties’ deliberate agreement and the incorporation of ProsperityTech Inc. under the laws of the Republic of Panama.
We may, in our sole discretion and without notice or liability, modify, suspend, discontinue, or terminate the Site, any Offering, or your access to any of them, in whole or in part, at any time. We may revise these Terms from time to time by posting the revised Terms with an updated revision date; your continued access to or use of the Site or any Offering after the changes take effect constitutes your acceptance of the revised Terms. Sections that by their nature should survive termination will survive.
Full authority to change direction and all materials. You acknowledge and agree that the Final Layer Team, ProsperityTech Inc., TechAdoptionGroup LLC, and the Project Owners retain full, sole, and absolute authority, right, and discretion, at any time and for any or no reason, and without any obligation to notify you or any other person, to change, alter, revise, pause, abandon, or replace any and all aspects of the Project, including without limitation its direction, vision, purpose, strategy, path, plans, roadmap, tokenomics, features, timelines, branding, and technical implementation, as well as the whitepaper, this Terms of Service, the Privacy Policy, the Disclaimer & Risk Statement, and any other document, statement, or representation published by or on behalf of the Project. No statement, roadmap, whitepaper, timeline, or projection is a promise or guarantee, and you agree that you are not entitled to rely on the continuation of any of them, and that no such change shall give rise to any claim, liability, or right of recovery against us of any kind.
These Terms, together with the Privacy Policy and Disclaimer & Risk Statement, constitute the entire agreement between you and us regarding the Site and Our Offerings and supersede all prior agreements. If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision is not a waiver of it. You may not assign these Terms; we may assign them freely. Nothing herein creates any partnership, joint venture, agency, or employment relationship between you and us. Section headings are for convenience only. These Terms are drawn up in the English language, which shall be the controlling language.
Questions or notices regarding these Terms may be sent to the Final Layer Team at: legal@finallayerblockchain.com, care of ProsperityTech Inc., Republic of Panama.
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