⚖️Terms of Use

1. TERMS

1.1 These terms of use govern your use and access to our services, including our website(s), our application(s), our application programming interfaces (APIs), our notifications and any information or content appearing therein (collectively our “Protocol”).

1.2 By using our Protocol, you agree to these terms regardless of whether you are paying user or a non-paying visitor. If you are using our protocol as a representative of an entity, you are agreeing to these terms on behalf of that entity.

1.3 You should also read our Privacy Policy which sets out how we collect and use your personal information.

2. ABOUT US AND HOW TO CONTACT US

2.1 We are Amplify Tokenized Solutions Pte Ltd, a company registered in Singapore, administering the Protocol.

2.2 For any questions or problems relating to our protocol, our products or services, or these terms, you can contact us by emailing us at [email protected].

2.3 We are the data controller in relation to our protocol and are responsible for your personal data. Please refer to our Privacy Policy which is available at www.ampt.finance for information about what personal data we collect and what we do with it. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

2.4 When we use the words "writing" or "written" in these terms, this includes emails.

3. CHANGES OF TERMS

We will likely change and update these Terms from time to time, and these changes are effective as soon as we post them on the Website. We reserve the right, in our sole discretion, to modify this Agreement from time to time. If you continue to use the Website following the posting of any revised Terms, you are accepting and agreeing to the changes. We may also update the content on the Website as we see fit, but do not guarantee that any content is necessarily complete or up-to-date.

4. AVAILABILITY OF OUR SERVICES

4.1 We are constantly changing and improving our protocol and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.

4.2 We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.

4.3 We reserve the right to limit your use of our protocol and the services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of these terms or are misusing our protocol or any services we provide.

4.4 We try our best to ensure that our protocol is always available, but we do not guarantee that the operation of or access to our protocol will be uninterrupted or continuous. Our protocol may be interrupted for maintenance, repairs, upgrades, network or equipment failures.

4.5 You are responsible for configuring your information technology, computer programmes and protocol or system in order to access our protocol. We do not guarantee that our protocol will be free from bugs or viruses.

5. USE OF THE PROTOCOL

5.1 You must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the protocol.

5.2 Subject to your payment of applicable fees, we give you a personal, worldwide, royalty- free, non-assignable, non-transferable, non-sublicensable, non-exclusive and revocable license to access and use our protocol, including any software or application as part of the services we offer. This license is for the sole purpose of enabling you to use and enjoy the benefit of our protocol as provided by us and in the manner as permitted by these terms.

5.3 This license to use our protocol will terminate if you do not comply with these terms or other additional terms or conditions imposed by us from time to time.

5.4 You must not copy, modify, distribute, sell, lease, loan or trade any access to the protocol or any data or information on it.

6. YOUR RIGHTS

6.1 You retain your rights to any information or content you submit, post or display on or through the protocol (“Your Content”). By submitting, posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.

6.2 You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other users or visitors.

6.3 You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under these terms.

6.4 If you believe your intellectual property rights have been infringed, please contact us by [email protected].

7. ASSUMPTIONS OF RISKS

By accessing and using the Website, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as Bitcoin(BTC),USDT, Ether (ETH), and other digital tokens including those following the Ethereum Token Standard (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they interact with the Protocol. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the Website. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Website and interacting with the Protocol.

8. Account Security ,Fees and Taxes

8.1 You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

8.2 You are responsible for all on-chain transaction costs associated with on-chain transfers of any digital assets. Amplify Protocol charges fees on all loans it makes to Borrowers.

8.3 You are solely liable for all the taxes, fees, and commissions resulting from the use of the Website. These Terms of Use alone do not create a joint venture, partnership, or principal-agent relationship between you and the Company, or any other users, and nothing in these Terms of Use may be used to imply such a relationship. You agree to indemnify the Company from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor, or employment requirements, including any liability for, or assessment of taxes imposed on the Company by the relevant taxing authorities with respect to any fees paid to you as the result of using the Website.

9. OUR RIGHTS

9.1 All intellectual property rights subsisting in the protocol or the products or services we provide belong to us or have been lawfully licensed to us. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our protocol in any way, or create any derivative works with respect to any such content or component.

9.2 We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our protocol. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our protocol.

9.3 Our name “Amplify Protocol” and our marks and logos are our trade marks (be it registered or unregistered) and may not be used without our express prior written consent.

10. FEEDBACK

10.1 We value and welcome feedback on our protocol. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our protocol or any products or services we offer, without any payment to you.

10.2 You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.

11. LIMITATION ON LIABILITIES

11.1 Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.

11.2 To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the protocol as follows:

(a) we provide the protocol and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our protocol is at your own risk;

(b) we give no assurance, representation or warranty of any kind (whether express or implied) about the protocol and any products or services we provide;

(c) we do not guarantee that the information or content you find on the protocol is always accurate, truthful, complete and up-to-date;

(d) we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);

(e) we are not responsible for any delay or disruption in our protocol or any defect, viruses, bugs or errors; and

(f) we are not responsible for the conduct of or any content or information submitted or posted by any user of the protocol (whether online or offline).

11.3 To the fullest extent permitted by law, Our Entities are not liable to you or others for: (a) any indirect, incidental, special, exemplary, consequential or punitive damages; or (b) any loss of data, business, opportunities, reputation, profits or revenues, (c) relating to the use of our protocol or any products or services we offer.

11.4 We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the protocol or providing the products or services we offer.

11.5 If you are using the protocol as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in these terms limit your legal rights as a consumer that may not be waived by contract.

11.6 Other than the types of liabilities that we cannot limit by law, the liabilities of Our Entities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our protocol or for any products or services we offer over the last twelve (12) months.

12. YOUR REPRESENTATION

12.1 Our protocol is not intended for and may not be used by minors. By using our protocol, you represent that you are an adult and that you are able to legally enter into contractual agreements.

12.2 If you are using the protocol on behalf of an entity, by using the protocol you represent that you have the necessary rights and authority to agree to these terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.

13. INDEMNITY

13.1 You agree to indemnify and hold Our protocol/Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these terms, (ii) your use of our protocol and/or (iii) any misrepresentation made by you.

13.2 You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our protocol or these terms.

14. TERMINATION

14.1 These terms will continue to apply until terminated by either you or us as follows.

14.2 You may stop using the protocol any time by deactivating your account.

14.3 We reserve the right to suspend or terminate your access to our protocol, if we reasonably believe:

(a) you are in serious or repeated breach of these terms (including a prolonged failure to settle any payment);

(b) you are using the protocol in a manner that would cause a real risk of harm or loss to us, other users, or the public;

(c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or

(d) our provision of the protocol to you is no longer possible or commercially viable.

In any of the above cases, we will notify you by the email address associated with your account or at the next time you attempt to access your account, unless we are prohibited from notifying you by law.

14.4 Upon termination of your access, these terms will also terminate except for Clause 10.0 to 18.7.

14.5 Where we consider necessary or appropriate, we will report any breach of these terms (or the Acceptable Use Policy) to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.

15. ENTIRE AGREEMENT

15.1 These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the protocol. These terms supersede and extinguish all 6 other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the protocol.

15.2 You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

16. OTHER IMPORTANT TERMS

16.1 We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed transfer and we will refund you any payments you have made in advance for any products not provided.

16.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

16.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

17. CONTACT

If you have any questions about these terms or the Acceptable Use Policy, please contact us by [email protected].

18. GOVERNING LAW AND JURISDICTION

18.1 These terms are governed by and shall be construed in accordance with the laws of the Republic of Singapore.

18.2 The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.

SERVICE SPECIFIC TERMS OF SERVICE

Depending on the services you use, you may be subject to the additional terms below. To the extent the service specific terms below are inconsistent with the terms above, the terms below govern.

Amplify Services and Master Loan Agreement

In addition, as Lender you agree to a separate Master Loan Agreement. The Website provides an online environment to lend and borrow digital assets. You may lend your digital assets to Amplify Protocol by transferring your digital assets into a Amplify Pool. By doing so, you agree to be bound by the terms of the Master Loan Agreement below.

Master Loan Agreement

Upon transferring any digital assets to a Amplify Pool, you hereby enter into this Master Loan Agreement (“MLA”) between you (“Lender”) and Amplify Tokenized Solutions Pte Ltd, (“Borrower”) Subject to the terms and conditions of this MLA, Lender may, from time to time, lend digital assets to Borrower, and Borrower will pay a Loan Fee and return such Loan Principal to Lender (being repaid in the same form of digital assets as originally borrowed) upon the Lender calling the exit() function. The Borrower may use the loaned digital assets for any corporate purpose. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lender and Borrower hereby agree as follows:

Loan

The Lender shall lend to the Borrower and the Borrower shall borrow from the Lender the sums of digital assets that Lender transfers to a Amplify Pool (the “Loan Amount”). Each separate transfer of digital assets shall be a separate loan (a “Loan”) to the Borrower and governed by this MLA.

Interest

Each Amplify Pool will pay Lender a certain variable interest rate as determined by the Amplify smart contracts. This interest rate is subject to change over time due to market forces, decisions made by AMPT Governing Council, and other factors.

Events of Default

If any one or more of the following events (“Events of Default”) shall occur and be continuing (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body), the Lender may, at its option, declare the Loan to be immediately due and payable, whereupon the maturity of the then unpaid balance of the Loan shall be accelerated and the same, shall forthwith become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything contained herein or in this MLA to the contrary notwithstanding.

(a) If default shall be made in the due and punctual payment of the principal or interest under the Loan, when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise;

(b) If default shall be made in the performance or observance of, or shall occur under, any covenant, agreement, or other provision of this MLA or in any instrument or document delivered to the Lender in connection with or pursuant to this MLA, or if any such instrument or document shall terminate or become void or unenforceable without the written consent of the Lender;

(c) If default shall occur in the payment of any principal, interest, or other amount due with respect to any indebtedness for borrowed digital asset, subordinated debt or other debt of the Borrower or under any agreement or instrument under or pursuant to which any such indebtedness, subordinated debt, or other debt may have been issued, created, assumed, or guaranteed by the Borrower and such default shall continue for more than the grace period, if any, therein specified, or if any such indebtedness, subordinated debt, or other debt be declared due and payable prior to the stated maturity thereof;

(d) If any representation or warranty or any other statement of fact herein or in any writing, certificate, report, or statement at any time furnished to the Lender pursuant to or in connection with this Agreement, or otherwise, shall be false or misleading in any material respect;

(e) If the Borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act; make an assignment for the benefit of creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator, or conservator of itself or of a whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country; or

(f) If the Borrower shall be adjudged a bankrupt; or a court of competent jurisdiction shall enter an order, judgment, or decree appointing a receiver, trustee, liquidator, or conservator of the Borrower or of the whole or any substantial part of its property, or approve a petition filed against the Borrower seeking reorganization or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country, or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its property; or if there is commenced against the Borrower any proceeding for any of the foregoing relief or if a petition in bankruptcy is filed against the Borrower and such proceeding or petition remains undismissed or unstayed for a period of ninety (90) days; or if the Borrower by any act indicates its consent to, approval of or acquiescence in any such proceeding or petition.

Suits for Enforcement

If any one or more Events of Default shall occur and be continuing, the Lender may proceed to protect and enforce its rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, or in any document or instrument delivered in connection with or pursuant to this MLA, or to enforce the payment of the Loan Amount plus Interest as computed by the Amplify Smart Contracts, or any other legal or equitable right or remedy.

Rights and Remedies Cumulative

No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or in any instrument or document delivered in connection with or pursuant to this MLA, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.

Rights and Remedies Not Waived

No course of dealing between the Borrower and the Lender or any failure or delay on the part of the Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of the Lender and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder.

Representations, Warranties, and Covenants

Lender and Borrower, each a Party, hereby make the following representations and warranties, which shall continue during the term of this MLA and any Loan hereunder:

(a) Each Party represents and warrants that (i) it has the power to agree to this MLA, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (ii) it has taken all necessary action to authorize such execution, delivery and performance, and (iii) this MLA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

(b) Each Party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this MLA and that it has made its own determination as to the tax and accounting treatment of any Loan, any Digital Asset, or other value received or provided hereunder.

(c) Each Party hereto represents and warrants that it is acting for its own account.

(d) Each Party hereto represents and warrants that it is a sophisticated party and fully familiar with the inherent risks involved in the transaction contemplated in this MLA, including, without limitation, risk of new financial regulatory requirements, potential loss of digital assets and risks due to volatility of the price of digital assets, and voluntarily takes full responsibility for any risk to that effect.

(e) Each Party represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.

(f) Each Party represents and warrants there are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.

(g) Lender represents and warrants that it has, or will have at the time of the loan of any digital assets, the right to lend such digital assets subject to the terms and conditions hereof, and free and clear of all liens and encumbrances.

(h) Borrower represents and warrants that it has, or will have at the time of return of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof.

Indemnification

Lender shall be solely liable for, and shall defend, indemnify and hold harmless the Borrower and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of, relating to or resulting from:

(a) any grossly negligent or fraudulent act or omission to act by the Lender; or

(b) the Lender’s breach of any representation, warranty, covenant, agreement or obligation under this Agreement (a) and (b).

Modification

All modifications or amendments to this MLA shall be effective when they are posted to the Website, and your continued use of the Website will serve as confirmation of your acceptance of any modification or amendment. If you do not agree with any modifications or amendments to this MLA, you must immediately withdraw your digital assets from all Amplify Pools.

Applicable Law

This MLA shall be construed in accordance with and governed by the laws of Singapore.

Successors

This MLA shall be binding upon and inure to the benefit of the Lender and the Borrower and their successors and assigns.

ACCEPTABLE USE POLICY

As part of the terms of use, you agree not to misuse the protocol or help anyone else to do so. For example, you agree not to do any of the following in connection with the protocol:

(a) use our protocol for unlawful or unauthorised purposes;

(b) re-sell or attempt to benefit in a commercial fashion from any data, content or information available on the protocol;

(c) probe, scan, or test the vulnerability of any system or network;

(d) breach or otherwise circumvent any security or authentication measures or service use limits;

(e) access, tamper with, or use non-public areas or parts of the protocol;

(f) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the protocol, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the protocol;

(g) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the protocol or any related technology that is not open source;

(h) access, search, or create accounts for the protocol by any means (automated or otherwise) other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk) or attempt to do so;

(i) send unsolicited communications, promotions or advertisements, or spam;

(j) forge any TCP/IP packet header or any part of the header information in any email;

(k) send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing";

(l) conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;

(m) abuse referrals or promotions;

(n) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;

(o) violate the letter or spirit of our terms of use;

(p) violate applicable laws or regulations in any way; or

(q) violate the privacy or infringe the rights of others.

Last updated: 14th November 2021