This Proof of Address Service Agreement ("Agreement") is entered into between:
Nomad Layer Co., a company registered in Próspera ZEDE, Roatán, Honduras ("Nomad Layer"), and
the individual completing the onboarding flow or otherwise purchasing the Proof of Address service ("Client").
Nomad Layer and Client are together the "Parties."
Eligibility
The Proof of Address service is available exclusively to Clients who have enrolled in and maintain an active Nomad Layer Lump Sum Tax Residency plan ("Tax Residency Plan"). Purchase of this service by any other individual is not permitted and will be refunded.
Purpose and Scope of Services
Nomad Layer provides facilitation, coordination, and administrative support to enable eligible Clients to establish and maintain a primary residential address at Beta Residences, Próspera ZEDE, Roatán, Honduras ("Services"). This includes:
- Arranging a sublease of a residential unit at the Beta Residences for use as Client's primary Próspera ZEDE address;
- Issuing a Confirmation of Residence on Client's behalf; and
- Facilitating execution of the associated Private Residence Lease Agreement and Supplemental Terms Agreement (together, the "POA Documents"), which govern Client's leasehold and address rights directly.
Nomad Layer is not a law firm, accounting firm, or financial advisor. The Services consist of process facilitation only. The Confirmation of Residence confirms address registration and does not constitute a legal opinion on Client's tax status, domicile, or eligibility for any third-party benefit. Reliance on that document for any purpose beyond address verification is at the recipient's sole risk.
Incorporation of Terms & Conditions
Client acknowledges that the Nomad Layer Terms and Conditions ("T&Cs"), available at nomadlayer.com, govern the use of the Services.
The T&Cs are incorporated into this Agreement by reference in full and form part of the binding contractual framework between the Parties.
In case of conflict between this Agreement and the T&Cs, the T&Cs prevail.
Client confirms and agrees in advance that Nomad Layer may update or revise the T&Cs from time to time and that the updated T&Cs will automatically apply to Client's use of the Services from the date they take effect.
Acceptance of Agreement
Client enters into this Agreement by:
- Clicking "I AGREE," "Accept," or a similar confirmation button during onboarding;
- Proceeding with payment; or
- Submitting personal information to begin the Proof of Address onboarding process.
Client acknowledges that acceptance is valid even without creating an account and that use of the Services constitutes ongoing consent to this Agreement and the T&Cs.
Client Responsibilities
Client agrees to:
- maintain an active Nomad Layer Tax Residency Plan throughout the duration of this service;
- hold a valid Próspera ZEDE resident permit at all times during the term;
- provide accurate, complete, and lawful information;
- complete KYC/AML verification as requested;
- execute the POA Documents promptly upon request;
- comply with the terms of the POA Documents, including the lease obligations and prohibited uses set out therein; and
- seek independent legal, tax, or financial advice as needed.
Client understands that failure to cooperate or maintain eligibility may delay, suspend, or prevent completion of the Services and may result in termination under the T&Cs.
Fees and Payment
Nomad Layer's service fee is communicated during onboarding and is collected directly by Nomad Layer via Stripe, our secure payment processor. Stripe's terms of service apply to payment processing.
The annual lease fee payable under the Private Residence Lease Agreement ($500 USD) is a separate charge also collected by Nomad Layer at the time of purchase and remitted accordingly.
All fees are denominated in United States Dollars (USD). Client is responsible for any applicable currency conversion costs or processing fees charged by their bank or card issuer.
Refunds, cancellations, and chargebacks are governed strictly by the Refunds and Cancellation Policy contained in the T&Cs.
No Guarantee of Outcome
Client understands that:
- Acceptance of any address confirmation by a government authority, financial institution, or third party is not guaranteed;
- Nomad Layer does not guarantee that the Premises will be accepted as a valid address for any particular purpose;
- Regulatory, legal, and policy changes within Próspera ZEDE may occur at any time; and
- Address rights are contingent on Client maintaining a valid Próspera ZEDE permit and an active Tax Residency Plan.
Nomad Layer provides reasonable assistance but does not warrant any specific result.
Role of Third Parties
Client authorizes Nomad Layer to share documents and information with Próspera ZEDE authorities, property managers, and trusted partners as required to perform the Services.
Nomad Layer is not liable for decisions, delays, costs, errors, or failures of government bodies, Próspera institutions, the property operator, or any third party. Any agreements required by third parties—including the POA Documents—are solely between Client and such third parties (or Client and Nomad Layer in its capacity as landlord under the lease).
Limitation of Liability
To the fullest extent permitted under Próspera law:
- Nomad Layer's total liability under this Agreement is limited to the fees Client paid to Nomad Layer for the specific Service giving rise to the claim.
- Nomad Layer shall not be liable for indirect, incidental, special, punitive, or consequential damages.
- Nomad Layer is not liable for third-party acts, omissions, or decisions, including non-acceptance of the address by any authority or institution.
These limitations are an essential part of this Agreement.
Term and Termination
This Agreement begins upon Client's acceptance and runs concurrently with Client's active Tax Residency Plan and the underlying lease term under the POA Documents.
Nomad Layer may suspend or terminate the Services for non-payment, loss of Tax Residency Plan eligibility, lapse of Próspera ZEDE permit, fraudulent conduct, non-cooperation, illegality, or breach of the T&Cs or POA Documents.
Upon termination for any reason, Client's right to use the Premises address and all associated address rights cease immediately in accordance with the POA Documents.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of Próspera ZEDE, Roatán, Honduras.
Disputes shall be resolved in accordance with the Dispute Resolution section of the T&Cs, including the agreement to binding arbitration and the class action waiver.
Entire Agreement
This Agreement and the incorporated T&Cs constitute the entire agreement between the Parties concerning the facilitation of the Proof of Address service. The POA Documents govern the underlying lease and address rights separately.
No verbal representations modify the Parties' obligations.
Electronic Signatures
Client agrees that electronic acceptance of this Agreement—whether by button click, online submission, or other digital action—constitutes a valid and binding signature.
By selecting "I AGREE" or by proceeding with the onboarding, the Client confirms acceptance of this Agreement and the Nomad Layer Terms and Conditions.
Amendments to Terms and Conditions
Nomad Layer may update the T&Cs from time to time. In the event of a material change affecting Client’s rights or obligations, Nomad Layer will provide reasonable notice via email or through the onboarding interface.
Continued use of the Services after such notice constitutes acceptance of the updated T&Cs. If Client does not agree to the updated T&Cs, Client must discontinue use of the Services. Where required by applicable law, Client may terminate the Services in accordance with the T&Cs.
No amendment shall retroactively affect accrued rights or obligations unless expressly agreed.
Indemnification
Client agrees to indemnify, defend, and hold harmless Nomad Layer, its directors, officers, employees, contractors, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) Client’s use or attempted use of the Services or the Confirmation of Residence for any unlawful, misleading, or unauthorized purpose;
(b) any inaccurate, incomplete, or false information provided by Client;
(c) Client’s breach of this Agreement, the T&Cs, or the POA Documents; or
(d) any claim by a third party arising from Client’s representations, actions, or omissions in connection with the use of the address.
This obligation survives termination of this Agreement.
No Reliance and No Intended Regulatory Purpose
Client expressly acknowledges and agrees that the Services and any Confirmation of Residence are provided solely for administrative and contractual address designation purposes within Próspera ZEDE. The Services are not intended to satisfy, and have not been represented as satisfying, any specific legal, tax, regulatory, banking, immigration, or compliance requirement in any jurisdiction.
Client confirms that they have not relied on any statement, representation, or expectation that the Services or the Confirmation of Residence will be accepted by any government authority, financial institution, or third party for any particular purpose. Any such use is undertaken solely at Client’s own risk.
No oral or written statement by Nomad Layer or its representatives shall be interpreted as a guarantee, assurance, or representation of suitability for any specific use unless explicitly agreed in a separate written agreement signed by Nomad Layer.
Last Updated: March 28, 2026