Terms and Conditions

Current as from 27th of September, 2021.

Current as from 27th of September, 2021.
 
1. Introduction
1.1. These terms and conditions constitute an agreement between you and Amber Labs Pty Ltd ABN 69 623 875 052 (Amber, we, us and our) and contains the terms that govern your access to and use of our website and mobile application (Platform).
1.2. A reference to Amber, we, us or our in these terms and conditions (Terms) includes a reference to our associated entities, directors, officers, affiliates, employees, service, providers, members, representatives and agents.
1.3. By signing up and using the Platform, you expressly agree that you will comply with and be bound by these Terms, as well as any additional terms and conditions displayed on our Platform or through an Approved Third Party (including but not limited to Amber’s Privacy Policy (link) and Anti-Money Laundering and Counter Terrorism Financing (AML-CTF) Policy).
1.4. We may amend, modify, add or delete any terms and conditions (including the Terms) at our own discretion and those amendments, modifications, additions or deletions apply to your use of our Platform as soon as they are displayed on the Platform (whether or not you are aware of those amendments, modifications, additions or deletions). All subsequent transactions will be subject to the amended and most current Terms.
1.5. In using the Platform or allowing an Approved Third Party to use the Platform on your behalf, you understand, acknowledge and agree to all terms, information and requirements listed in these Terms of Use.
 

2. Your Account

2.1. To access and use the Amber Platform, you must register and open an account through our application or website (Account).
2.2. Your eligibility to access the Amber Platform as an account holder is dependent upon your country of residence. The Amber Platform is provided to persons resident in the following jurisdiction(s):
2.2.1. Australia.
2.2.2. United States (Except Connecticut, Hawaii, New York, New Hampshire, Texas, Vermont, Virginia)
If you are a resident of any jurisdiction not listed above, you must not register with Amber and are not entitled to use the Platform. By registering with the Platform, you warrant to Amber that you are a resident of the jurisdictions listed in this clause 2.2.
2.3. You must meet the following criteria to maintain an active Account on the Platform:
2.3.1. If you are an individual, you must hold an Australian bank account in your own name;
2.3.2. If you are trading through a company, trust or partnership, your entity must duly constituted by law; and
2.3.3. You must have a valid email address and phone number. You must provide all the information requested by the Platform to verify your identity and your ongoing eligibility to hold an active Account.
2.4. When you register and access the Platform, we may ask you to set your privacy settings and link your bank accounts to the Platform so we can share your financial and other information with an Approved Third Party or a Third Party Provider. You may nominate the functions that you want us to perform with regards to these Third Parties at the time of registration.
2.5. Your information is supplied to the Approved Third Parties you give access and permission to via the Platform. You may also elect to conduct an identity verification through our platform in order to fast track any services or offers from Approved Third Parties that are required to perform KYC and AML checks.
2.6. You may provide Approved Third Parties with permission to authorise payments on your behalf via the Platform for the purpose of delivering their services.
2.7. You are responsible for maintaining and protecting the confidentiality of your access and login details for the Platform. We are not responsible for any unauthorised access and use of your Account due to your negligence.
2.8. We may decline to open an Account for you if:
2.8.1. You do not pass our identity verification requirements;
2.8.2. You do not fulfil the criteria for an active Account; or
2.8.3. We reasonably believe it necessary, in order to limit any money laundering or terrorism financing risks, fraud, criminal activity or any other breach of law.
2.9. Amber may, from time to time, be required to engage Third Party Providers to allow payment method functionality within the Platform, where Amber cannot provide that functionality with your financial institution themselves. Including but not limited to, Direct Debit, NPP, PayID, Credit Card, Debit Card, Google Pay, Apple Pay, ACH
We will use the following Third-Party Providers:
2.9.1.1 SR Global Solutions Pty Ltd ACN 132 951 172 Trading As “Merchant Warrior”
Merchant Warrior Terms and Conditions are listed at https://www.merchantwarrior.com/terms
2.9.1.2. By using the Platform and creating an account (either with us directly or with an Approved Third Party), you authorise us to engage the Third-Party Provider, provide them with your details and acknowledge that you fully understand and agree with the terms set out in https://www.merchantwarrior.com/terms.
2.9.2.1 Assembly Payments Platform Pty. Ltd. trading as “Assembly Payments” (ABN 96 637 632 645)
Assembly Payments end user agreement are listed at https://assemblypayments.com/company/policies/end-user-agreement
Assembly Payments Terms and Conditions are listed at https://assemblypayments.com/company/policies/terms-conditions
2.9.2.2. By using the Platform and creating an account (either with us directly or with an Approved Third Party), you authorise us to engage the Third-Party Provider, provide them with your details and acknowledge that you fully understand and agree with the terms set out in both the end user agreement (https://assemblypayments.com/company/policies/end-user-agreement) and the terms and conditions (https://assemblypayments.com/company/policies/terms-conditions)
2.9.3.1 Checkout.com
www.checkout.com is a website operated by Checkout Ltd. They are regulated by the UK Financial Conduct Authority as an electronic money institution under number 900816 and have our registered office at 54 Portland Place, W1B 1DY, London. They are registered with the Information Commissioner’s Office under number ZA071209.
2.9.3.2. By using the Platform and creating an account (either with us directly or with an Approved Third Party), you authorise us to engage the Third-Party Provider, provide them with your details and acknowledge that you fully understand and agree with the terms set out in https://www.checkout.com/legal/terms-and-policies
2.9.4.1 https://www.sendwyre.com/ Wyre Payments, Inc. is a registered money service business (NMLS ID: 1574869).
2.9.4.2 By using the Platform and creating an account (either with us directly or with an Approved Third Party), you authorise us to engage the Third-Party Provider, provide them with your details and acknowledge that you fully understand and agree with the terms set out in https://www.sendwyre.com/user-agreement/
2.9.5.1 Plaid Plaid Inc. and its subsidiaries, including Plaid Financial Ltd. and Plaid, B.V.
2.9.5.2 By using the Platform and creating an account (either with us directly or with an Approved Third Party), you authorise us to engage the Third-Party Provider, provide them with your details and acknowledge that you fully understand and agree with the terms set out in https://plaid.com/legal/#consumers

 

3. The Platform

3.1. The Platform provided and operated by Amber allow buyers and sellers to convert, buy, sell and trade digital currency. Amber acts as a broker in order to source and purchase crypto currencies on your behalf. The Platform also provided and operated by Amber facilitates transactions between a financial institution and an Approved Third Party by:
3.1.1. Connecting your bank account with the Platform and a service provider with a direct debit functionality (Service Provider); and
3.1.2. Making purchases with your connected bank account (Bank Account).
3.1.3. Making withdrawals to your connected bank account (Bank Account) or valid crypto currency wallet.
3.2. You will be prompted to connect with the Platform’s Service Provider when you undertake the account creation process. You are required to read and consent to their Terms of Use and any other documents they require prior to creating an account with them and providing them with your Bank Account details.
3.3. By using the Platform, you warrant that you have read, understood and agreed with any documents required by the Service Provider.
3.4. By having access to your Bank Account, we gain no right, title interest or property in your Bank Account, or the funds held within it, other than for the purposes set out in this Agreement.
3.5. The Platform is:
3.5.1. hosted and maintained by Amber using infrastructure provided by Amazon Web Services (AWS);
3.5.2. accessible using the internet or other connection to Amber servers;
3.5.3. not available “locally” from a user’s system;
3.5.4. managed and supported exclusively by Amber and no administrative, backend or server-level access to the Platform is available to you unless expressly agreed by Amber in writing.
3.6. As a hosted and managed service, Amber reserves the right to upgrade, maintain, tune, backup, amend, add or remove features; redesign, improve or otherwise alter the Platform. Where practicable, the Approved Third Party will be notified of any major changes that will impact your access to Amber beforehand. Due to acting as a ‘background’ layer for Approved Third Parties, we may be unable to notify you directly.
3.7. Amber will not exercise its right under clause 3.6 in a manner that would intentionally cause you to lose access to content or fundamentally decrease the utility of the Platform to you, other than in accordance with this Agreement.
3.8. Operation. While we make every effort to keep the Amber Platform operating efficiently, we take no responsibility for, and will not be liable for, the Amber Platform being temporarily unavailable due to technical issues beyond our reasonable control.
3.9. Trades. The Amber Platform estimates the amount of digital currency you will acquire at the time of purchase but will only allocate the final amount when the trade has been executed through one of our liquidity partners. As per clause 3.6, we do not warrant that the Platform will execute all orders due to our dependency on third parties and as such will not be liable for any difference in estimated rate and final rate.
3.10. No warranties. We do not warrant that the Platform will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, accuracy, title and non-infringement.
3.11. Defects. You acknowledge that software is never wholly free from defects, errors and bugs, and we give no warranty or representation that the software used for the Platform will be.
3.12. In some circumstances rates may apply for SMS messages
3.13. At it’s sole discretion, Amber may choose to operate a Referral Program in various jurisdictions. The Amber Referral program lets users earn rewards for referring others to join the Amber app and offers rewards to users who join the Amber App service via the Referral Program.
3.13.1. Referral Program Rewards. All Eligible Referrers will receive a percentage of the fees collected by Amber for each Qualified Referral. All Eligible Referrers will also receive a percentage of fees on the second-tier.
3.13.1.1 Second-Tier Referral Program Rewards. To qualify for second-tier rewards, an Eligible Referrer must firstly invite a Qualified Referral. This Qualified Referral must also sign up for the Amber Referral program and become a second-tier Eligible Referrer. This second-tier Eligible Referrer must then use their unique Amber Alias to invite new Qualified Referrals on a second-tier, thus earning Referral program rewards for themselves as well as second-tier referral rewards for the Eligible Referrer on the second-tier.
3.13.2. Referral Program Reward Percentages: Amber may adjust the reward percentages from time to time at its sole discretion.
Payment of Referral Rewards. Payments of rewards will occur only after the associated transactions have settled, passed any withholding limits, and been approved by Amber. Referral Rewards shall be payable monthly in arrears, in the month following the month during which such fees have accrued. All rewards earned for participation in the Referral Program will be denominated and paid in Bitcoin.
3.13.2. Eligible Referrers: An Eligible Referrer is anyone who enrolls in the Amber affiliate program on Amber’s website. Eligible Referrers will receive an Amber Alias, a unique code that will be used by Eligible Referrals during signup for the Amber App service. Amber reserves the right, at its sole discretion, to approve or deny anyone attempting to enroll in the Amber Affiliate program to become an Eligible Referrer. Eligible Referrer’s may choose to be users of the Amber App service; however, those who elect to participate in the Referral Program without being a users of the Amber App service will be required to provide their name, email address, and a valid BTC wallet address to receive rewards.
3.13.3. Eligible Referrals: For any person referred by an Eligible Referrer to be eligible to participate in the Referral Program, he/she must: be over the age of 18; be a new Amber customer; not be registered with Amber App service prior to being referred; and be a legal resident of at least one of the supported countries/regions.
3.13.4. Qualified Referrals: To be deemed a Qualified Referral, all of the following conditions must be met:
  • 1. The Eligible Referrer must invite his/her friend(s) to join Amber by providing them their Amber Alias code to insert during signup to the Amber App service.
  • 2. The Eligible Referrer’s friend(s) must sign up to Amber by opening an account with Amber and using the Eligible Referrer’s Amber Alias during sign up. If the Eligible Referrer’s friend(s) joins Amber by any other method, including by visiting the Amber App service directly, or failing to insert the code during sign up, then such referral shall not be deemed a Qualified Referral.
  • 3. The Eligible Referral must become a verified Amber member. To become a verified member, the Eligible Referral must complete Amber’s KYC and AML checks and any other requirements to become verified.
  • 4. The Eligible Referral must fund his/her Amber account with the minimum deposit amount as determined by Amber from time to time.
3.13.5. Qualified Referrals sign up rewards: Qualified Referrals who use an Amber Alias upon signup to the Amber App service will be eligible to receive a signup referral reward. This reward will be paid in BTC and be credited to their Amber account Bitcoin wallet. Qualified referrals will not be paid their sign up reward until after they have funded their account with the minimum deposit amount specified by Amber at the time of their sign up.
3.14.1. This referral program (“Referral Program”) is provided by Amber Labs Pty Ltd. (“Amber”) and is only valid for Eligible Current Customers who are 18 years of age or older.
“Eligible Current Customers” means current customers of Amber in good standing.
3.14.2 Amber is not responsible for any costs associated with claiming any reward.
3.14.3 Use of the Amber service, a requirement for participation in the Referral Program and claiming of payment, is subject to all relevant fees associated with the funding, transfer, exchange or removal of funds or value from accounts pursuant to Amber’s standard charges.
3.14.4 The Referral Program and use of the Amber service is subject at all times to all of Amber’s Terms and Conditions.
3.14.5 Violation of the Terms and Conditions may result in the disqualification of the user from the Referral Program.
3.14.6 Rewards are not exchangeable or transferable other than via the Amber service. 3.14.7 Customers are solely responsible for the reporting and payment of any and all taxes, if any, that may result from claiming a reward in the Referral Program.
3.14.8 These Terms and Conditions shall superseded any referral program, arrangement, agreements, or understandings which which predate the publication of these Terms and Conditions. All other programs, arrangements, or agreements shall be considered null and void.
3.14.9 Decisions of Amber are in its sole discretion and final on all matters of fact, interpretation, eligibility, procedure and fulfillment in respect to the Referral Program. 3.14.10 Amber accounts are limited to one per person, regardless of email account or contact information. Any attempt to create multiple memberships or accounts for the same user (either by closing and re-opening accounts or by using different contact information) or other deceptive or fraudulent activity is strictly forbidden and will result in immediate disqualification of the user from the Referral Program.
3.14.11 Amber reserves the right at any time in its sole discretion and without notice, subject to applicable law, to withdraw the Referral Program, modify the reward, and/or modify, amend, or supplement these Terms and Conditions.
3.14.12 Any personally identifiable information collected during an individual’s participation in the Referral Program and registration process with Amber will be collected and used by Amber and their agents for the purposes of the proper administration and fulfilment of the Referral Program as described in these terms and conditions and for operation of the Amber App service, and will be subject to Amber’s Privacy Policy.
3.14.13 Amber, its subsidiaries and affiliated companies, and each of their respective directors, officers, employees, agents, representatives, advertising, promotion, and fulfilment agencies, and legal advisors are not responsible for and shall not be liable for: (i) telephone, electronic, hardware or software program, network, Internet, or computer malfunctions, failures, or difficulties of any kind, whether caused by equipment, programming used in this Referral Program, human processing or otherwise, or any combination thereof; (ii) failed, incomplete, garbled, or delayed computer transmissions; (iii) any condition caused by events beyond the control of Amber that may cause the Referral Program to be disrupted or corrupted; (iv) any injuries, losses, or damages of any kind arising in connection with or as a result of the rewards, or acceptance, possession, or use of the rewards, or from participation in the Referral Program; or (v) any printing or typographical errors in any materials associated with the Referral Program.
3.14.14 Amber reserves the right, in its sole discretion, to suspend or cancel the Referral Program at any time if a computer virus, bug, tampering, unauthorised intervention, or other technical problem of any sort corrupts the administration, security, or proper functioning of the Referral Program.
3.14.15 Amber also reserves the right to disqualify, in its sole discretion, any person tampering with the participation process, the operation of Amber’s site or app, or who is otherwise in violation of these terms and conditions. Any attempt to damage the Amber site or app or undermine the legitimate operation of the Referral Program is a violation of criminal and civil laws. Should such an attempt be made, Amber reserves the right to prosecute violators to the fullest extent allowable by law.
3.15.1 Amber operates a membership service known as Amber Black that is accessible via subscription on the Amber website.
3.15.2 Membership Refunds – Amber offers a trial period on Amber Black membership plans. Once the trial period has elapsed we don’t offer refunds on any plans (monthly or annual).
3.15.3 Membership Cancellation – Amber Black memberships may be cancelled at any time by visiting the account portal (https://amber.app/account-portal/) and selecting ‘Cancel membership’ under the Membership and Billing section of the account portal.
3.15.4 Amber Black membership plans are an ongoing service that automatically renew and require recurring payments either monthly or annually. If you would like to cancel your membership, follow the cancellation instructions described in the section above.
3.15.5 Trial period – The standard trial period for an Amber Black membership is 7 days. Amber reserves the right to update, change or remove the trial period at our sole discretion.
3.15.6 Billing cycles – Billing cycles vary based on start date and will charged based on your plan:
  • Monthly Plans will be billed on the same calendar day each month. Calendar day of billing each month is determined based on the start date of your first payment.
  • Annual Plans – The same calendar day each year. The calendar day of billing each year is determined based on the start date of your first payment.
3.15.7 Billing reminders – Amber sends out one reminder prior to each billing period. Amber reserves the right to update, change or remove the billing reminders our sole discretion.
 

 

4. Risks Associated with Digital Assets

4.1. The trading or holding of digital currency involves significant risks, the losses can be substantial and such loss and liability is not insurable. You should carefully consider and assess whether trading or holding of digital currency is suitable for you depending upon your financial circumstances, resources and tolerance to risk.
4.2. Digital currency such as Bitcoin are unlike traditional currencies, goods or commodities in the market and are subject to exceptional volatility. Unlike other traditional forms of currency, digital currency is decentralized and is not backed by a central bank, government or legal entities and largely remains unregulated. As such, the value of digital currencies may swing depending upon the market, confidence of investors, competing currencies, regulatory announcements or changes, technical problems and/or many other factors.
4.3. Due to the significant risks of trading digital and crypto currencies as well as the impact of technology and the international market, Amber cannot warrant or guarantee that specific cryptocurrencies will be available on our Platform. Amber reserves the right to stop offering trades in relation to a cryptocurrency or cryptocurrencies on our Platform.
4.4. We will use our reasonable endeavours to notify you by email and/or by notifications on our Platform if we cease to support trading a particular cryptocurrency. If this is the case, you will not be able to convert the cryptocurrency into AUD or any other currency, however you will be given the option to move your cryptocurrency to another account, platform or third-party website.
4.5. Amber may support alternative blockchain constructs like non-fungible tokens and other smart-contract assets. It may also provide support for mechanisms such as forks, side- chains and extended networks (like the Bitcoin Lightning Network). Amber shall not be obligated to provide support for alternate blockchain constructs, assets, mechanisms or forks.
4.6. If Amber will not be supporting a cryptocurrency fork, the user will be notified prior to that event and given the opportunity to withdraw the effected cryptocurrency. If Amber will be supporting a fork, any resulting ‘split’ coins will be credited to the user’s Account.
4.7. Amber is not responsible or liable for your cryptocurrency once you transfer any amount from our Platform to another site, device, wallet, platform or user. It is important for you to take precautions when transferring and storing your digital currency whether on our Platform or through other sites, wallets or devices.
4.8. Amber takes no responsibility for misappropriation or theft of your coins. Should you wish to have direct custody of your cryptocurrency, we advise that you familiarise yourself with and implement a personal wallet service or other device for storing your coins (and implement other security measures such as two-factor authentication).
4.9. We recommend at the very least the following ‘best practice’ steps when transferring your cryptocurrency outside of the Platform:
4.9.1. Always double check the external address you are sending your cryptocurrency to;
4.9.2. Where possible, use an external wallet which allows you to generate a QR code receiving address and scan that with your app;
4.9.3. If you cannot scan a QR code, copy & paste instead of manually writing the addresses; and
4.9.4. Never store your private keys for external accounts somewhere easily accessible; and
4.9.5. If you are storing your private keys digitally, make sure they’re encrypted and not stored in plain text.
4.9.6. If you are sending your coins to a wallet hosted by a third party service, ensure that you trust any third party service providers as funds may not be recoverable.
4.10. Additionally, we recommend following advice listed here when transferring your cryptocurrency from the Platform.

 

5. Fees

5.1. In providing the Platform functionality, Amber may at their discretion charge you fees which may include (but are not limited to):
5.1.1. a small transaction fee (usually on a percentage basis) for the purchase and sale of cryptocurrency on your behalf;
5.1.2. a minimum flat fee of 30,000 satoshis, for the withdrawal of cryptocurrency from our collaborative custody wallet
5.1.3. an amount equal to the fee charged by the Service Provider for the direct debit of your account (where the Service Provider charges us directly and does not debit the fee from your Bank Account);
5.1.4. a fee for any one time purchases, recurring purchases or any other discretionary payment plans elected by you within your Account; and
5.1.5. a fee to settle any costs associated with disputes lodged by the customer or any third party including but not limited to transaction disputes (Direct Debit, NPP, Credit/Debit Card, EFT, Google/Apple Pay, ACH)
5.1.6 any other fees which are reasonably necessary for the ongoing commercial operation of the Platform.
5.2. The purchase of cryptocurrency on your behalf will be at the exchange rate set by Amber. Due to the volatility of cryptocurrency and the variation in price from various merchants, the exchange rate may be more or less than another exchange which also provides cryptocurrency for purchase. You agree to the exchange of your Australian Dollars to cryptocurrency within the Platform being made at the rate determined by Amber from time to time.

 

6. Your Obligations

6.1. You warrant to us that you are a bona fide user of Amber’s Platform for the purposes of purchasing, trading and investing in crypto currency.
6.2. In your use of the Platform, you are expressly prohibited from the following:
6.2.1. Using Amber’s Platform or any other of our services for any unlawful purpose or in breach of any applicable laws;
6.2.2. Engaging in any restricted or criminal activities, including but not limited to:
6.2.2.1. Terrorist financing;
6.2.2.2. Illegal gambling
6.2.2.3. Money laundering;
6.2.2.4. Distributing or funding drugs and/or drug paraphernalia;
6.2.2.5. Malicious hacking;
6.2.3. Knowingly or recklessly providing Amber with false, inaccurate or incomplete information through the Platform;
6.2.4. Using Amber’s Platform for the purpose of obtaining, processing, distributing, viewing, assessing, analysing, copying or replicating any information, methods or processes related to the Platform (including without limitation by way of data scraping, the use of collection or accumulation tools and robotic or scripted responses);
6.2.5. Reverse engineering, disassembling or otherwise attempting to construct, copy or replicate the Platform’s source code, formulas or processes;
6.2.6. Using the Amber Platform for any purpose that is unlawful or prohibited in a way that infringes the intellectual property rights or other rights of any person (including Amber);
6.2.7. Interfering with the security of the Platform or the secure and safe use of the Platform for any other Amber user (including but not limited to by way of distributing viruses, corrupted files or other similar software or programs that may damage the operation of any computer hardware or software or which are otherwise directs at the Platform or an Amber user);
6.2.8. Using this Platform for any purpose which is unlawful or prohibited or in a way that infringes the intellectual property rights or other rights of any person, including us;
6.2.9. Knowingly or recklessly taking advantage and/or use a technical or technological error, glitch or loophole on the Platform;
6.2.10. Using the Platform or the information provided on it for commercial purposes which are competitive to our business or Platform, or which would otherwise be detrimental or prejudicial to Amber’s interests in any way;
6.2.11. Using systematic, repetitive or other related methods which are designed to generate or obtain repetitive and repeated amounts of data or other information from or to the Platform or which may otherwise place an unreasonable load on the infrastructure of our Platform;
6.2.12. Collecting or storing personal data about other users of the Platform; or
6.2.13. Doing anything else which may interfere with or negatively affect the operation of the Platform or other users.
6.3. Amber may at its complete discretion add to, subtract or alter the above clause 6.2 as it sees fit. Should alterations occur, you shall be notified within the Platform that the Terms of Use have been updated and required to re-affirm your agreement.
6.4. Defamation. You must not publish, or cause to be published, any information about Amber which is defamatory, untrue, false or otherwise inaccurate. You expressly indemnify Amber for any damages, including intangible damages such as damage to reputation, in relation to same.
6.5. Trademark. You must not publish, disseminate or otherwise cause to be accessible any content which uses the trademark of Amber, including the Amber image, text or image and text, in a form which has not been approved by Amber in writing.

 

7. Data

7.1. The user acknowledges that their any data in relation to their Account may be physically hosted in a managed data centre, on a physical hard drive which may or may not include other Third-Party data.
7.2. They further acknowledge that, while Amber will take reasonable measures to ensure the security of Account data, Amber is not responsible for the security of the data centre itself.
7.3. We may collect, use and disclose Platform statistics, transactional and performance information for business purposes (including software use optimization, product marketing and data insights for Third Parties) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you. You grant us the right to use your Account data in this manner.
7.4. This clause 7 shall survive termination of this Agreement.

 

8. Intellectual Property

8.1. Amber is the owner of all Intellectual Property, material, processes, methods and content on or produced by the Platform . By using the Platform and participating in micro- investments, you gain no rights to any Intellectual Property in the Platform.
8.2. Content. All content remains the Intellectual Property of Amber, including (without limitation) any source code, analytics, insights, ideas, exercises, enhancements, feature requests, suggestions or other information provided by you with respect to Amber and/or the Platform.
8.3. By using the Platform and allowing an Approved Third Party to use the Platform on your
behalf, you gain no rights to any Intellectual Property in the Platform.
8.3.1. You commit any of the activities listed in the above clause 6.2 ;
8.3.2. You gain or attempt to gain unauthorised access to the Platform or another person’s account;
8.3.3. There is a technical or operational difficulty;
8.3.4. You use the Platform in order to perform illegal or criminal activities;
8.3.5. Your use of the Platform is subject to any pending investigation, litigation or government proceeding;
8.3.6. You fail to pay or fraudulently pay for any transactions;
8.3.7. We are unable to support your use;
8.3.8. You breach any terms of this Terms of Use Agreement or Privacy Policy; or
8.3.9. We receive a request from a trustee in bankruptcy or other official that we are required to comply with or from a law enforcement or government agency to do so.
8.4. Amber may also Terminate this Agreement and your use of the Platform at any time and at our complete discretion, provided that we transfer, or assist you in transferring, all cryptocurrency held by you within the Platform to another account which may be managed by an independent wallet, in which you hold control of the private keys.
8.5. You may cancel your Account at any time, following the settlement of any pending transactions or trades. You will not be charged any fees for cancelling your Account, however you must pay any outstanding amounts owed to us including transaction fees.

 

9. Access Restrictions and Termination

9.1. Amber may suspend, limit, restrict, deactivate or terminate your access to the Platform, including your Account, if:
9.1.1. You commit any of the activities listed in the above clause 6.2 ;
9.1.2. You gain or attempt to gain unauthorised access to the Platform or another person’s account;
9.1.3. There is a technical or operational difficulty;
9.1.4. You use the Platform in order to perform illegal or criminal activities (or we suspect that you may have);
9.1.5. Your use of the Platform is subject to any pending investigation, litigation or government proceeding;
9.1.6. You fail to pay or fraudulently pay for any transactions;
9.1.7. We are unable to support your use;
9.1.8. You breach any terms of this Agreement or our Privacy Policy; or
9.1.9. We receive a request from a trustee in bankruptcy or other official that we are required to comply with or from a law enforcement or government agency to do so.
9.2. Amber may also terminate this Agreement and your use of the Platform at any time at our complete discretion.
9.3. You may cancel your Account at any time, following the settlement of any pending transactions. You will not be charged any fees for cancelling your Account, however you must pay any outstanding amounts owed to us.

 

10. Indemnity

10.1. You agree that you use the Platform at your own risk.
10.2. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless Amber from and against all claims, demands, actions, suits, proceedings, liabilities, losses, damages, penalties, fines, expenses and costs (including reasonable legal costs and expenses awarded by a court) which result from or relate to:
10.2.1. Your conduct and use of the Platform;
10.2.2. Your external use of cryptocurrency, including any transfer to or from the Platform;
10.2.3. Your breach of these Terms;
10.2.4. Your breach of any law, regulation or rule;
10.2.5. Your violation or breach of Amber’s copyright, intellectual property, trade secrets, patents, trademarks, service marks, breach of privacy, defamation or any other proprietary right under law;
10.2.6. Our reliance to our detriment on the information provided to us by you; or
10.2.7. Any damage that you cause to the Platform, to any Amber user or any other person or entity.

 

11. Force Majeure

11.1. Amber may be prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure.
11.2. While the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended.
11.3. Amber must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
11.4. Amber shall not be liable to you for any detriment as a result of a Force Majeure event.

 

12. Limitation of Liability

12.1. To the maximum extent permitted by law, Amber and its bodies corporate does not guarantee the quality, performance or fitness for purpose of the Platform and Services or the completeness, accuracy or currency of statements, representations and information of others (including without limitation data, reports and analyses) provided via the Platform and Services and Amber will not be liable to any person or entity for any direct, indirect, consequential or other loss, damage, liability, claim or expense (however caused, including due to negligence or breach of contract) which may arise out of, or in connection with, the use of the Platform and Services, or the use of or reliance on information contained on or linked to the Platform.
12.2. If you are not satisfied with the Platform, your sole and exclusive remedy is to terminate these Terms of Use in accordance with this Agreement.
12.3. To the maximum extent permitted by law, the total aggregate financial liability of Amber to you, whether in contract, tort or statutory liability or otherwise, is limited to the amount of cryptocurrency held by you on the Platform when the cause of action arose.
12.4. To the maximum extent permitted by law, Amber and its bodies corporate shall not have any liability for fines, penalties, taxes (except GST) and any exemplary, aggravated or punitive damages, liquidated damages or any indirect or consequential loss (including but not limited to loss of business, loss of revenue, loss of contract, loss of production, lost opportunity costs), legal costs, expenses and any loss arising from the use of third party service providers including third party exchanges or platforms.
12.5. You should independently satisfy yourself as to the information provided through Amber’s Platform and Services. You agree to use Amber’s Platform and Services at your sole risk and at an “as is” basis.

 

13. Dispute Resolution

13.1. The parties will endeavour to resolve disputes swiftly and by negotiation in good faith via the Platform support email – ([email protected]).
13.2. Any dispute or difference arising out of or in connection with this Agreement which is not resolved within 30 days from written notification of the issue by a party may be referred to mediation. The appointing and administering body may be Resolution Institute. The party with the grievance shall be responsible to pay the costs of the mediation, unless otherwise agreed between the parties (including at mediation).
13.3. There shall be one mediator, the language of the mediation shall be English, the place of the mediation shall be Brisbane, Australia.
13.4. Except for where injunctive relief is to be sought, neither party may initiate the litigation procedure unless the mediation procedure is exhausted.

 

14. General

14.1. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
14.2. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
14.3. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
14.4. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transactions facilitated by it.
14.5. Governing Law. This Agreement is governed by the laws of Queensland, Australia. Each of the parties submits to the non-exclusive jurisdiction of Queensland courts.
14.6. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
14.7. No Assignment. You may not assign or transfer any of your rights under this Agreement to any other person without our prior written consent.
14.8. Survival. The provisions of clauses of this Agreement that either are expressed to survive its expiry or termination; or from their nature or context it is contemplated that they are to survive such expiry or the termination of this Agreement, will so survive.
14.9. Notices. Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by electronic mail at the email address you supplied to us or to us at our registered office.
14.10. Electronic Records and Signature. It is agreed by the parties that, notwithstanding the use of the words “writing,” “execution,” “signed,” “signature,” or other similar words, the parties intend that the use of an Electronic Signature and/or ‘click-wrap’ functionality like checkboxes, ‘accept,’ ‘authorise’ and ‘allow’ buttons and the keeping of records in electronic form be granted the same legal effect, validity or enforceability as a signature made by hand or the use of a paper-based record keeping system (as the case might be) to the extent and as provided for in any applicable law including Electronic Transactions Act 2001 (QLD), or any other similar laws.
14.11 Fair Use Policy. Amber reserves the right to charge appropriate membership and/or exchange fees in the event an account trades more than $200,000 (AUD) (or equivalent value) in a 12 month period. This policy is intended to be applied to users with a membership subscription.

 

15. Definitions

15.1. Agreement means these Terms of Use and any applicable document or agreement by which a user has contracted or subscribed for our Services.
15.2. Business Day means any weekday (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the State of Queensland.
15.3. Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
15.3.1. All technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
15.3.2. All financial information, asset details and investment outlays;
15.3.3. The party’s policies and procedures; and
15.3.4. All information contained in this document, But excludes information that the other party can establish:
15.3.5. Is known by or is in the other party’s possession or control other than through a breach of this document and is not subject to any obligation of confidence; or
15.3.6. Is in the public domain other than by a breach of this document or any obligations of confidence.
15.4.Corporations Act means the Corporations Act 2001 (Cth).
15.5.Fees mean any fees payable by you to use Amber.
15.6.Financial Information refers to the non-public information concerning an individual’s assets, liabilities, credit, account numbers and balances, transactional information, passwords, tax file numbers and driver’s licence details.
15.7.Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
15.7.1. Act of God, lightning, storm, flood, fire, earthquake or explosion, cyclone, tidal wave, landslide, adverse weather conditions;
15.7.2. Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
15.7.3. The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
15.7.4. Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
15.8. GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
15.9. Individual means the User.
15.10. Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
15.11. Privacy Act means the Privacy Act 1989 (Cth).
15.12. Privacy Policy means Amber’s privacy policy as updated from time-to-time, which can be found at https://amber.app/privacy-policy/
15.13. Third Party means any person that is not Amber or you.
15.14. Website means the internet sites at the domain amber.app, getamber.io or any other site operated by Amber.
15.15. User means you.
 
Amber Labs Pty Ltd
ACN: 623 875 052
Level 18, 1 Eagle Street, Brisbane, QLD, Australia, 4000