Terms and Conditions
Date Last Revised: [30 January 2023]
General
These Terms and Conditions of Use (“Terms”) are entered into between you (“User” or “you”) and (“Ambidex”, “we” or “us”), which is a company incorporated under the laws of Singapore. User and Ambidex are hereinafter separately referred to as “Party” and collectively as “Parties”.
By accessing and/or using the Protocol (as defined below) located at app.ambidex.fi (“Interface” or “Website”) in any capacity, including accessing and/or using the tools and information made available via the Interface, or via other modes of access such as command line, locally installed programs, Software Development Kits (“SDK”), software code and blockchain and smart contract explorers (collectively, “Alternative Access”), User agrees that: (i) User has read, understood and accepts these Terms; and (ii) User shall be bound by these Terms, which sets forth legally binding terms and conditions between User and Ambidex. Do not continue to use the Interface or Alternative Access if you do not agree to all of the terms and conditions stated on this page. The User’s continued access and/or use of the Protocol, whether through the Interface or Alternative Access, shall be deemed that the User agrees to and accepts these Terms.
The Interface and the Protocol are not intended for (a) access and/or use by Excluded Persons (as defined below); or (b) access and/or use by any person or entity in, or accessing or using the Website from, an Excluded Jurisdiction.
Accordingly, Excluded Persons should not access and/or use the Interface and/or the Protocol.
We reserve the right to modify or amend these Terms from time to time, to ensure that these Terms are consistent with future developments, industry trends and/or any changes in legal or regulatory requirements, or as we deem appropriate. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. Please check these Terms periodically to ensure that User is aware of and in compliance with the most current version of these Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Interface. Such revised Terms shall be binding on User, and by User’s continued access and/or use of the Protocol, whether through the Interface or Alternative Access, and User shall be deemed to agree to and accept the Terms as revised.
Section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” Where the references in these Terms refer to “Interface” but is relevant to the use of Alternative Access by any User, such Terms shall be read such that the relevant Terms apply to Alternative Access and references to “Interface” shall be substituted with “Alternative Access” as additional Terms.
2. Use of Interface
2.1 Notwithstanding that the Protocol (as defined below) is accessible for use via Alternative Access, the Interface has been developed to:
2.2 enable User to read and display data associated with a wallet address ("Supported Wallet") compatible with digital assets that are supported ("Supported Digital Assets") by the Protocol (as defined below), and in respect of which Supported Wallet User controls the associated private key and which User utilises to access and/or use the Protocol (as defined below);
2.3 enable User to access information provided by and in relation to the Protocol (as defined below) as may be provided by Ambidex and presented on the Website from time to time; and
2.4 provide a graphical user interface that facilitates User’s usage of such features of such protocol deployed and/or made available by Ambidex (the “Protocol”), as User may elect to use from time to time.
By accessing and/or using the Protocol, User acknowledges and accepts that Ambidex shall not be liable to User for the use of the Protocol.
The Interface is hosted and maintained by Ambidex, who may, in our sole discretion, modify or discontinue support for the Interface, and/or the Protocol at any time.
User shall be responsible for obtaining the data network access necessary to use and/or access the Interface, and for acquiring compatible hardware or device necessary to use and/or access the Interface and any updates thereto.
Use of the Interface may be disrupted as a result of malfunction and/or delays which are inherent to the use of the Internet and electronic communications, and User agrees that Ambidex shall not be responsible for any such disruption, malfunction and/or delay, and any loss which may arise therefrom.
The Website and its contents are our property or the property of our licensors and are protected by copyright, trademark, patent and other applicable laws. User are permitted to download and print content from the Website solely for User’s own personal use, or in the ordinary course of User’s business, to the extent required to use and/or access the tools and information made available via the Website. Unless with our prior written consent, the Website and its contents must not be copied, reproduced, modified, sold, redistributed or otherwise used for any other reason.
User shall not modify, adapt or hack the Website or modify any other website so as to falsely imply that such other website is associated with the Website and/or Ambidex and/or its Affiliates (as defined below) in any way. User shall not crawl, scrape, cache or otherwise access any content from the Website via automated means, and User shall not use automated data collection, data mining, robots or any other data gathering methods of any kind on the Website.
User may, through hyperlinks displayed on the Website, gain access to websites operated by persons other than Ambidex. Such hyperlinks are displayed only for User’s convenience, and we assume no responsibility for the content, products and services displayed on linked third party websites or the use of any third-party software or other materials on the Website.
Alternative Access. With the necessary technical expertise, it is possible for a User to generate transaction messages to interact with the Protocol via Alternative Access directly without use of the Interface. Ambidex is not involved in and has no oversight of any Alternative Access and expressly disclaims all responsibility, and User acknowledges that Ambidex and their respective Affiliates (as defined below) shall have no responsibility for any loss occasioned to a User by or attributable to Alternative Access.
3. Access and/or use of the Interface and the Protocol
In order to access and/or use the Interface and its associated functions including access and/or use of the Protocol, User will first be required to connect a Supported Wallet via the Interface.
From time to time, Ambidex may require that User fulfils know-your-client (“KYC”) checks for identification and verification purposes from time to time.
The information and supporting documents that may be requested by Ambidex (and/or any third party service provider on behalf of Ambidex) for the purposes of KYC may include, amongst others, User’s full name, date of birth, residential address, email address, identification documents and live photograph), and may be supplemented by such other information and/or documents as may be requested by Ambidex.
The collection and use of information provided by User shall be in accordance with these Terms and our Privacy Policy. User also authorises Ambidex to conduct investigations and agrees to our collection of additional information where we deem necessary, either directly or through regulated third-party service providers to ensure our compliance with national and international regulations and laws relating to the operation of the Interface, the Protocol, the Website and/or Alternative Access and in order to verify User’s identity or to protect User and/or us from any possible financial crimes, and to take necessary actions based on the results of such investigations, including freezing / closing / deleting accounts as necessary found to be in violation of applicable anti-money laundering (AML) and countering terrorism financing (CFT) laws and regulations, and to cooperate with the competent authorities when and if necessary. Ambidex will hold no liability to User for any damage, or loss arising out of or in connection with this manner herein.
User agrees that all information User provides to Ambidex is complete and accurate, and in the event of any change to the provided information, User shall inform Ambidex of such updated information in a timely manner. Ambidex reserves the right at any time to share submitted KYC information and documentation to third-parties and/or third-party service providers to verify the authenticity of submitted information, and User agrees to this by using the Interface, the Protocol, the Website and/or Alternative Access.
Where Ambidex has reasonable grounds to believe that the information User had provided to us is incorrect or outdated (whether in whole or in part), Ambidex shall be entitled to demand that User make such amendment to or deletion of such incorrect or outdated information. In the event inadequate information has been provided or where no amendment and/or deletion is made in spite of our request(s) for User to do so, Ambidex retains the right to terminate all or part of User’s access and/or use of the Interface, the Protocol, the Website and/or Alternative Access. If Ambidex suffers any losses or incurs any expenses as a result of or in connection with any incorrect or outdated information provided by User, or if Ambidex is unable to reach User with the contact information User has provided to us, User shall be fully liable for any such losses or expenses incurred.
7. The Protocol
The Protocol is developed to function as:
a digital asset management tool for User as a holder of Supported Digital Assets to facilitate User’s self-management of Supported Digital Assets; and
a digital asset deployment tool for User as a holder of Supported Digital Assets to self-deploy User’s Supported Digital Assets in transactions with other Users thereby facilitating User to User transactions in Supported Digital Assets ("Peer-to-Peer Transactions").
The Protocol is developed and maintained by Ambidex who may modify the Protocol or discontinue support for the Protocol at any time, at Ambidex's sole discretion.
As all features of the Protocol (whether accessed for use via the Interface or Alternative Access) are initiated by and under the control of you as a User, you as a User acknowledge and agree:
that Ambidex has no control over any of your Supported Digital Assets that you elect to self-manage and/or self-deploy for the purposes of using the features of the Protocol; and
that Ambidex has not rendered any advice and has not made any recommendations in respect of your self-management and/or self-deployment of such Supported Digital Assets.
Features of the Protocol
The Interface currently facilitates access to two (2) features of the Protocol namely (a) the Swap DEX (as elaborated upon below) and (b) the Liquidity Farm (as elaborated upon below) which are subject to such parameters as may be programmed into the Protocol from time to time. In the event of any conflict between such parameters and the description below of such features, such parameters shall prevail.
Swap DEX
User shall be able to provide liquidity by contributing and deploying Supported Digital Assets to a smart contract address, such that a pool of Supported Digital Assets is formed (“Liquidity Pool”).
User shall be able to engage with other Users in exchanges / swaps of Supported Digital Assets in Liquidity Pools, thereby facilitating Peer-to-Peer Transactions of Supported Digital Assets between Users.
In acknowledgement of User providing liquidity to a Liquidity Pool, User shall receive liquidity provider tokens (“LP Tokens”) which represent:
a record of User’s contribution of Supported Digital Assets to a Liquidity Pool; and
User’s entitlement to:
a share of the transaction fees attributable to exchanges of Supported Digital Assets within such Liquidity Pool, in proportion to the number of LP Tokens held by User; and
withdraw Supported Digital Assets from such Liquidity Pool based on the amount of Supported Digital Assets then prevailing in such Liquidity Pool when withdrawal is effected.
Liquidity Farm
In other to incentivise Users to provide liquidity to Liquidity Pools, Users shall be able to stake (i.e. lock up for a period of time) LP Tokens in smart contract addresses to be designated by Ambidex (“Farms”) and in exchange shall receive staking rewards in the form of other digital assets, including $AMBI (the Protocol’s native token).
Users shall also be able to earn bonus staking rewards, by staking both $AMBI and LP Tokens into Farms.
Representations and Warranties
In accessing and/or using the Interface and/or connecting a Supported Wallet to the Protocol via the Interface, User makes the following representations and warranties:
User is at least eighteen (18) years of age, and has the full right, power and authority to access and/or use the Interface (including the tools made available via the Interface), and to and enter into and comply with these Terms;
User is not prohibited and/or restricted under the laws of any jurisdiction applicable to User from accessing and/or using the Interface, and/or from using the Supported Wallet in connection with User’s use of the Interface;
User is responsible for ensuring compliance with the laws of any jurisdiction applicable to User in relation to User’s access and/or use of Interface and acknowledge and agree that Ambidex is not liable for User’s compliance or non-compliance with any such laws;
User is not an Excluded Person (as defined below), and User is not accessing and/or using the Interface from an Excluded Jurisdiction (as defined below);
User has not had User’s access and/or use of the Interface previously terminated or revoked for any reason whatsoever;
User will not, and will not attempt to, authorize anyone other than User to access and/or use the Interface using a Supported Wallet owned by User, or otherwise engage in Prohibited Use (as defined below) of such Supported Wallet;
User is the legal and beneficial owner of, or is authorized by the owner of the Supported Wallet to hold and/or deploy, the Supported Digital Assets; and
User is knowledgeable in using and evaluating blockchain technologies and related blockchain-based digital assets, including the Interface, Supported Digital Assets and Supported Wallets, and User has evaluated and understand the use of the Interface and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Ambidex with respect to the Interface and/or the Protocol whether as regards the suitability, reliability, security or otherwise of the Interface and/or the Protocol.
Each and all of User’s above representations and warranties are true, complete, accurate and not misleading from the time of User’s acceptance of these Terms and are deemed repeated each time User uses the Interface.
Excluded Person and Excluded Jurisdiction
For purposes of these Terms:
“Excluded Jurisdiction” means any of the following jurisdictions:
the United States of America and its territories and possessions (collectively “United States”);
the People’s Republic of China;
the Central African Republic;
the Democratic People’s Republic of Korea;
the Democratic Republic of Congo;
Belarus;
Iran;
Libya;
Mali;
Russia;
Singapore;
Somalia;
South Sudan;
Sudan; and
Yemen;
a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions;
a jurisdiction in which the Interface and/or the Protocol would be subject of licensing; and/or
a jurisdiction in which access and/or use of the Interface and/or the Protocol is/are prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction.
“Excluded Persons” refers to the following:
a person who is:
a citizen of an Excluded Jurisdiction (which for purposes of this Section 7.2.1(a) shall not include United States);
domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;
a body corporate:
which is incorporated in, or operates out of, an Excluded Jurisdiction; or
which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;
an individual or body corporate accessing and/or using the Interface and/or the Protocol from within an Excluded Jurisdiction;
an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list);
an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using the Interface and/or the Protocol; and/or
a U.S. person.
“U.S. person” means:
any natural person resident in the United States;
any partnership or corporation organized or incorporated under the laws of the United States;
any estate of which any executor or administrator is a U.S. person;
any trust of which any trustee is a U.S. person;
any agency or branch of a foreign entity located in the United States;
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;
any partnership or corporation if:
organized or incorporated under the laws of any foreign jurisdiction; and
formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D of the Securities Act of 1933 of the United States of America) who are not natural persons, estates or trusts; and
any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States,
but does not include :
any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
(a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and
(b) the estate is governed by foreign law;
any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
any agency or branch of a U.S. person located outside the United States if:
agency or branch operates for valid business reasons; and
the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
Prohibited Use
User shall not, directly or indirectly:
access and/or use the Interface:
in violation of any law, rule, or regulation of any jurisdiction that is applicable to User; and/or
in violation or breach of these Terms and/or any other document from time to time governing User access and/or use of the Interface;
permit others to access the Interface through User’s wallet or a blockchain address User controls or otherwise engage in transactions using the Interface and Project Protocol for any person other than the wallet owner;
disrupt, interfere with, or otherwise adversely affect the normal flow or function of the Interface and/or the Protocol or otherwise act in a manner that may negatively affects other users’ experience when using the Interface, and User shall not take advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design and functions of the Interface;
engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in any Supported Digital Asset using the Interface and/or the Protocol;
engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities using the Interface;
access or attempt to access non-public systems, programs, data, or services using the Interface;
copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of Interface and/or the Protocol except as expressly permitted by applicable laws; and
reverse engineer or attempt to reverse engineer the Interface and/or the Protocol except as expressly permitted by applicable law.
Waivers
User agrees and acknowledges that neither Ambidex nor any of our Affiliates (as defined below) shall be liable to User for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with User’s access and/or use of the Interface and/or the Protocol.
For purposes of these Terms, “Affiliates” of an entity means the owners, directors, officers employees, advisors, agents of such entity and companies in which such entity and/or the aforementioned persons has an interest.
User undertakes not to initiate or participate, and waives the right to participate in, any class action lawsuit or a class-wide arbitration against Ambidex and/or our Affiliates in relation to User’s access and/or use of the Interface and/or the Protocol.
By accepting these Terms, User waives all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against Ambidex and/or our Affiliates in connection with User’s access and/or use of the Interface and/or the Protocol.
Termination
These Terms shall remain in full force and effect and be legally binding on User for so long as User accesses and/or uses the Interface.
Ambidex may restrict, suspend and/or terminate User’s access and/or use of the Interface and/or the Protocol at any time for any reason and to such extent at Ambidex’s sole discretion.
Neither Ambidex nor any of our Affiliates will have any liability whatsoever to User for any such restriction, suspension and/or termination or for any action taken by Ambidex and/or any of our Affiliates to implement such restriction, suspension and/or termination which can include blacklisting User’s Supported Wallet which User uses to access and/or use the Interface and/or the Protocol.
Sections 11 to 13 of these Terms shall remain in effect notwithstanding any such restriction, suspension and/or termination.
Disclaimer
In accessing and/or using the Interface, User acknowledges and agrees that:
THE INTERFACE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY AMBIDEX, AND AMBIDEX EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
AMBIDEX HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT THE INTERFACE WILL MEET USER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
AMBIDEX IS NOT USER’S BROKER, AGENT, TAX OR LEGAL ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP WITH OR OBLIGATION TO USER. NO COMMUNICATION OR INFORMATION PROVIDED BY AMBIDEX IS INTENDED AS OR SHALL BE CONSTRUED AS INVESTMENT, FINANCIAL, TAX, LEGAL OR ANY OTHER KIND OF ADVICE. AMBIDEX SHALL NOT BE LIABLE FOR ANY DECISIONS USER MAKES TO ACCESS AND/OR USE THE INTERFACE.
TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO USER’S ACCESS AND/OR USE OF THE INTERFACE, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/OR USE BY USER OF THE INTERFACE.
In accessing and/or using the Protocol via the Interface, User acknowledges and agrees that:
THE PROTOCOL AS ACCESSED VIA THE INTERFACE IS ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND AMBIDEX EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
AMBIDEX HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT THE PROTOCOL AS ACCESSED VIA THE INTERFACE WILL MEET USER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO YOUR ACCESS AND/OR USE OF THE PROTOCOL, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/OR USE BY YOU OF THE PROTOCOL (VIA THE INTERFACE).
AMBIDEX DOES NOT ENDORSE ANY THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH ANY OTHER THIRD PARTY.
YOU ACKNOWLEDGE AND AGREE THAT NEITHER AMBIDEX NOR ANY OF OUR AFFILIATES WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AMBIDEX AND/OR ANY OF OUR AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF USER’S ACCESS AND/OR USE OF THE INTERFACE AND/OR THE PROTOCOL, EVEN IF AMBIDEX AND/OR ANY OF OUR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USER’S ACCESS TO AND/OR USE OF THE INTERFACE AND/OR THE PROTOCOL IS AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
NEITHER AMBIDEX NOR ANY OF OUR AFFILIATES SHALL BE LIABLE TO USER FOR ANY LOSS OR DAMAGE ARISING OUT OF USER’S FAILURE TO KEEP USER’S PRIVATE KEYS OR LOGIN CREDENTIALS TO USER’S WALLET SECURE OR ANY OTHER UNAUTHORIZED ACCESS TO OR TRANSACTIONS INVOLVING USER’S WALLET.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF AMBIDEX AND/OR ANY OF OUR AFFILIATES TO USER FOR ANY CLAIM BY USER FOR DAMAGES ARISING FROM OR RELATED TO USER’S ACCESS AND/OR USE OF THE INTERFACE AND/OR THE PROTOCOL:
(a) WHETHER PURSUANT TO THESE TERMS; AND/OR
(b) WHETHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,
WILL AT ALL TIMES BE LIMITED TO USD1,000. THE EXISTENCE OF MORE THAN ONE CLAIM BY USER WILL NOT ENLARGE THIS LIMIT.
Indemnification
To the maximum extent permitted by the applicable laws, regulations and rules, User shall indemnify and hold Ambidex and/or any of our Affiliates, each of their respective employees, officers, directors and representatives (collectively, “Indemnified Party”), harmless, including costs and attorneys’ fees, from any loss, claim or demand made due to or arising out of:
User’s access and/or use of the Interface and/or the Protocol;
User’s violation of these Terms;
User’s or any third parties’ breach of any of any warranty, representation, or obligation hereunder; and
User’s violation of laws or regulations applicable to User’s access and/or use of the Interface and/or the Protocol.
The relevant Indemnified Party reserves the right, at User’s expense, to assume the exclusive defence and control of any matter for which User is required to provide indemnification, and User agrees to cooperate in the defence of these claims. User shall not settle any matter without the prior written consent of the relevant Indemnified Party. The relevant Indemnified Party will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it.
Tax Implications
User is solely responsible for determining the tax implications and tax reporting requirements associated with transactions User engages in using the Interface and/or the Protocol, and for paying any applicable taxes in each applicable jurisdiction. Neither Ambidex nor any of our Affiliates shall be responsible for determining whether there are tax implications in connection with transactions involving User’s use of the Interface and/or the Protocol, for reporting any such transactions, or for paying any applicable taxes.
Potential Risks Associated with Use of the Interface and/or the Protocol
User acknowledges and agrees to the following:
Like all software, the Interface and/or the Protocol may be subject to exploits, accordingly, neither Ambidex nor any of its Affiliates shall be responsible to User any such exploits or loss to User as a result of such exploits, whether foreseeable or not.
While Ambidex has taken a number of precautions to ensure the security of the Interface, the technology constituting the Interface and/or the Protocol, and their interaction, is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors. Any adverse changes in market forces, technology, and regulatory environment impacting Ambidex’s performance under these Terms shall absolve Ambidex from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavourable regulatory action, or unclear legal/tax status of cryptographic tokens.
User accepts all risks that arise from User’s access and/or use of the Interface and/or the Protocol, including, and not limited to, the risk of any of User’s Supported Digital Assets being lost due to a failure or exploit of the Interface and/or the Protocol, in respect of which Ambidex shall have absolutely no liability in this regard.
User is solely responsible for securing the private keys associated with any Supported Wallet which User uses when accessing and/or using the Interface and/or the Protocol.
User understands that anyone who obtains User’s private keys to User’s Supported Wallet and/or access to User’s device containing such private keys, may access User’s Supported Wallet controlled with those private keys with or without User’s authorisation and may transfer any Supported Digital Assets accessible through User’s Supported Wallet.
In choosing to access and/or use the Interface and/or the Protocol, User does so on User’s own initiative and at User’s own risk, and User is responsible for complying with all applicable local laws, rules and regulations relating to User’s access and/or use of the Interface and/or the Protocol.
Support for the Interface (as means to access the Protocol) may be modified or discontinued at any time in Ambidex’s sole discretion.
In the event of a change in the operating rules or other features of the Protocol (“Fork”) that may result in more than one version of a network (“Forked Network”) and more than one version of a digital asset (“Forked Asset”), the Interface and/or the Protocol may not support activity related to any Forked Assets. Forked Networks and the available supply of any Forked Assets are wholly outside Ambidex’s control. In the event of a Fork, Ambidex may temporarily suspend certain services on the Website (with or without advance notice to User) while we determine, at our sole discretion, which Forked Network(s) to support. AMBIDEX IS UNLIKELY TO SUPPORT MOST FORKED NETWORKS AND MOST FORKED ASSETS WILL LIKELY NOT BE MADE AVAILABLE TO USER. AMBIDEX MAY DETERMINE, IN OUR SOLE DISCRETION, NOT TO SUPPORT A FORKED NETWORK. USER HAS NO RIGHT, CLAIM, OR OTHER PRIVILEGE AGAINST FORKED ASSETS ON SUCH UNSUPPORTED FORKED NETWORK. AMBIDEX MAY, IN OUR SOLE DISCRETION, DETERMINE OUR APPROACH TO SUCH FORKED ASSETS, WHICH MAY INCLUDE ABANDONING OR OTHERWISE ELECTING NOT TO SUPPORT SUCH FORKED ASSETS AS PART OF OUR SERVICES.
The Hedera Network which is connected to the Interface and/or the Protocol charges a fee for engaging in a transaction on the Hedera Network. These network transaction fees fluctuate over time depending on a variety of factors. You are solely responsible for paying network transaction fees and/or any other third-party fees that may be incurred in connection with your access and/or use of the Interface and/or the Protocol.
Electronic Communications with Ambidex
The communications between User and Ambidex shall be via electronic means, either through the Interface or electronic mail.
For contractual purposes, User:
consents to receive communications from Ambidex in any electronic form; and
acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Ambidex provides to User electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.
General
Entire Terms
These Terms (read together with our Privacy Policy) constitute the entire agreement between User and Ambidex regarding User’s access and/or use of the Interface and/or the Protocol.
Severability
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Relationship of Parties
Nothing contained in these Terms will be deemed to be construed as creating a partnership or an agency relationship or joint venture between User, Ambidex and/or any of our Affiliates.
Assignment
These Terms, and User’s rights and/or obligations under these Terms may not be assigned by any User. Ambidex’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Ambidex reserves the right to freely assign these Terms, in whole or in part, and our respective rights thereunder at any time without notice.
Waiver
A waiver by Ambidex of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Ambidex and shall apply only to the circumstances for which it is given. Failure of Ambidex to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
No Third-Party Rights
Save for Ambidex’s Affiliates who shall have the rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of these Terms.
Governing Law and Jurisdiction
The agreement as shall be constituted by User’s acceptance of these Terms, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of such agreement, shall be governed by and construed in accordance with the law of Singapore.
The Parties agree that any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms shall be by arbitration, and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. The arbitration shall be conducted under the rules of the Singapore International Arbitration Centre (“SIAC”). The arbitral tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The arbitration agreement shall be governed by Singapore law.
Force Majeure
Ambidex is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Ambidex is excused from any and all performance obligations and these Terms shall be fully and conclusively at an end.
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