Terms of Service
This agreement is between you (referenced herein as “user”, “you” or “your”) and Amber Technologies Limited (“Amber”, “company”, “us”, “our” or “we”), a limited liability company with registration number 1967902 and registered address at 3rd Floor, Yamraj Building, Market Square, P.O. Box 3175, Road Town, Tortola, British Virgin Islands. By accessing, using or clicking “I agree” to any of the services made available by Amber or one of its affiliates through the our website (“Site”),our mobile applications (“APP”), or any other related services provided by Amber or its affiliates (collectively, the “Services”) you agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Service agreement (or these “Terms”). Additionally, when using certain features of the Services, you may be subject to additional terms and conditions applicable to such features.
PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN THE SECTION BELOW ENTITLED “GOVERNING LAW & JURISDICTION” AND “DISPUTE RESOLUTION.” AS WITH ANY ASSET, THE VALUE OF DIGITAL CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL CURRENCIES. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL CURRENCIES (2) THAT YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL CURRENCIES AND (3) AMBER IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
Amber reserves the right to modify or change the Terms at any time and at its sole discretion. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the Site or APP or released to users. As such, your continued use of Amber’s services acts as an acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. Amber encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
You acknowledge and agree that the communications between you and Amber are electronic. You consent to receive communications from Amber in electronic form, including e-mail. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such communications would satisfy if they were provided in writing. Amber will use reasonable efforts to honor any request you may have to opt out from receiving certain emails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law.
Eligibility and Prohibition of Use
By registering to use an Amber Account (“Account”), you represent and warrant that you (a) are at least 18 years old or of legal age to form a binding contract under applicable law, (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and (c) have not previously been suspended or removed from using the Services. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Amber maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.
General Risk Disclosure Notice
Investing in Digital Currencies carries a high degree of risk. With leverage, a relatively small movement in the market can lead to a proportionately much larger movement in the value of your Account and this can work against you, as well as for you. You may need to provide further funds with little or no notice. It is possible to lose more money than you have deposited into the Account.
Even though the characteristics of your instruments will vary from those of the underlying instrument or market, it is important that you understand the risks associated with trading in the relevant underlying market because fluctuations in the price of the underlying market will affect your instruments and the profitability of your trades.
In certain jurisdictions, cryptocurrency is not legal tender, and is not backed by the government. Legislative and regulatory changes or actions at the state or international level may adversely affect the use, transfer, exchange, and value of cryptocurrency.
Past performance is not an indication of future performance. The value of investments can go down as well as up.
If you trade in a market denominated in a Currency other than your Default Currency, currency exchange fluctuations will impact your profits and losses.
“Currency” shall be construed so as to include any unit of account.
“Default Currency” shall mean the currency you choose on the Site or APP to denominate your Account in.
Movements in the price of underlying markets can be volatile. This will have a direct impact on your profits and losses. It should be noted that volatility can be unexpected and unpredictable.
Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements). When these factors occur, the price of the underlying market may move drastically, with no opportunity to sell your instruments before the market shifts. No order will be able to protect you against the risk of gapping.
In setting Amber’s prices, spreads and the sizes in which we deal, Amber may take into account the market or markets for the relevant underlying instruments. Market conditions can change significantly in a very short period of time, so that if you wish to sell an instrument or close a position, you may not be able to do so under the same terms as when you purchased or opened it. Under certain trading conditions, it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in a very short period of time.
The insolvency or default of any exchanges or brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets that you have invested. On request, Amber will provide you with an explanation of the extent to which Amber will accept liability for any insolvency of, or default by, other firms involved with your transactions.
Registration and Verification
The identity verification information we request may include, but is not limited to, your: Name, Email Address, Contact Information, Telephone Number, Username, Government-issued ID, Date of Birth and other information collected at the time of account registration. In certain circumstances, we may require you to submit additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (such process, “Enhanced Due Diligence”). In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, Amber shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.
Account Types and Authorized Users
This Account is owned by only one natural person who is and will continue to be the only person authorized to take any action in the Account. By opening an Individual Account, you represent and warrant that you are and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom.
This account is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship or other legally recognized groups (interchangeably defined as an “Entity”) holding an account in any capacity other than an individual capacity. An Entity can apply to open an account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized User“). Such Authorized User represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:
❏ is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity; has provided us all documents or other information necessary to demonstrate that authority; and
❏ will provide other documents and complete other requirements as we may request from time to time.
We may refuse to recognize any such authorization if, in our reasonable judgment, it appears to be incomplete or improperly executed. By opening a Corporate Account, the Authorized User represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom, and that the ultimate beneficial owners of all funds and assets belonging to the Entity are as represented during the establishment of the Account. For both Individual Accounts and Corporate Accounts, we may follow any instructions regarding your Account provided that we reasonably believe such instructions are authorized by the Account holder.
AML and CTF Compliance
All activity on the Site or APP is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter-terrorist financing provisions. You agree and understand that by using the Services in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations, and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account. For the avoidance of doubt, continued use of your Account is conditioned on your continued compliance at all times with these Terms and all applicable laws and regulations.
Account Usage and Security
Accounts can only be used by the person whose name they are registered under. Amber reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. You shall immediately notify Amber if you suspect or become aware of unauthorized use of your username and password. Amber will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).
We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to consider your access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you alone are responsible for taking necessary safety precautions to protect your own Account and information. You shall be solely responsible for the safekeeping of your Account and password on your own, and you shall be responsible for all activities under your Account. Amber will not be responsible for any loss or consequences of authorized or unauthorized use of your account credentials.
By creating an Account, you hereby agree that:
❏ you will notify Amber immediately if you are aware of any unauthorized use of your Account and password by any person or any other violations of the security rules;
❏ you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the Site/APP/Service; and
❏ you will log out from the Site or APP by taking proper steps at the end of every visit.
Deposits and Withdrawals
In order to complete a Digital Currency transaction or settlement, you will need sufficient funds in your Account, either in the form of Digital Currency or FIAT currency, depending upon the order type you select. Amber may not support all funding methods at all times. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your Account. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to Amber. We shall not be responsible for damages resulting from failed or delayed funding.
We shall hold FIAT currency deposited by you in a bank account. Each such account is separate from our operating bank account(s). Your use of the Services does not create or represent any relationship between you and any of our banks and such account may not be in your name or for your benefit.
We may store Digital Currency you deposit for use of the Services in a “hot wallet”, “cold wallet” or other storage methods at our sole discretion. We shall record your ownership of your Digital Currency in our records.
In the event that the balance of available funds in the Account is greater than any minimum balance requirements needed to satisfy all open orders and settlements, you may request a withdrawal of Digital Currency or FIAT currency, as applicable. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We cannot guarantee the timing of any withdrawal request. Requests may be delayed or canceled as part of our compliance program. We may, at our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease without advance notice.
No Deposit Protection
Digital Currencies held in your Account are not eligible for any public or private deposit insurance protection.
License; IP Rights
We grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow Authorized Users to use) the Services pursuant to the terms of this agreement. Amber and its licensors retain all rights, title and interest in and to the Services, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you hereunder. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content related to the Services, including for any purpose competitive to Amber or any commercial purpose, in whole or in part.
All content on the Site or APP is the property of Amber and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.
The trademarks, trade names, service marks, identifying marks, illustrations, designs and logos of Amber and others used on the Site or APP (hereinafter the “Trademarks”) are the property of Amber and its respective owners. The software code (whether binary, assembly, source, object, HTML or otherwise), ,applications, text, images, graphics, data, files, prices, trades, charts, graphs, video and audio materials used on the Site or APP belong to Amber. The Trademarks and other content on the Site or APP should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated. The use of any content from the Site or APP on any other site or application or a networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.
Trading and Order Handling
In connection with your access and use of Amber's Services, you agree to comply with all guidelines, notices, advisories, restrictions, legends or disclaimers displayed on or linked to the Services or that Amber may otherwise communicate to it. Upon placing an instruction to effect a trade using the Services (an “Order”), your Account will be updated to reflect the open Order and your Order. All Orders are accepted and executed at Amber’s discretion. Amber will limit your ability to place Orders consistent with your Account deposit. If all or a portion of your Order is executed, the Services will execute an exchange (a “Trade”). Upon execution of a Trade, your Account will be updated to reflect that the Order has either been filled, or updated to reflect any partial fulfillment of the Order.
You may place an Order either as a Limit Order or a Market Order. You may request to cancel an unexecuted Limit Order at any time before it is executed, which may or may not be honored by Amber. We may cancel an Order on the request of you for reasons including inability to cancel such Order due to technological difficulties. Limit Orders may be placed with one or more of the following instructions:
❏ Good Til Cancelled (GTC): If posted, unfilled Orders remain live for an indefinite period.
❏ Fill and Kill (IOC): This Order attribute instructs Amber to cancel any remaining size after the Order gets filled against the available liquidity. A minimum quantity instruction can be added to a Fill and Kill Order if you wish to only allow an execution if a minimum size is met.
During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a Limit Order is executed at may be different from the best price indicated at the time of your Order, in some cases significantly so.
A Market Order is a buy or sell order to be executed immediately at the current market price. Market Orders do not carry a limit price and will trade with anything on the order book. Market Orders default to Fill and Kill but they can also be sent as Fill or Kill. If a Market Order can only be partially filled given the existing depth of the market, then the remaining quantity will be automatically cancelled. During periods of high volume, fast market conditions, illiquidity, or volatility in the marketplace, the actual price that a Market Order is executed at may be different from the best price indicated at the time of your Order, in some cases significantly so.
In case you and us trade offline, you agree that either party may submit an Order to the other party via email and/or other agreed electronic instant messaging service. The party receiving the Order shall have one (1) minutes from the time stamp on the email or electronic message (or such other time period as agreed to by the parties, the “Review Period”) to confirm such Purchase Order by sending a response accepting the Order using the same communication methodology used by the party sending the Order. Once the Review Period expires such Order shall be deemed to be rejected and expired. The Order shall remain revocable by the party sending the Order until and unless the party receiving the Order sends confirmation within the Review Period. The parties will mutually agree on email address/electronic messaging addresses which shall be used to send Orders and confirmations.
On each settlement date, you or we, as the case may be, will sell, transfer and deliver the cryptocurrency to the other party, and such purchaser will purchase all of the other party’s right, title and interest in and to such cryptocurrency from the seller.
Promptly following delivery of a confirmed Order, (i) if you are purchasing the cryptocurrency from us, then you shall deliver the price to us by transfer of immediately available funds or cryptocurrencies to our bank account as communicated or to the AMBER Wallet (as defined below); (ii) if we are purchasing the cryptocurrency from you, then you shall deliver the cryptocurrency to us by transfer of cryptocurrencies on the applicable peer-to-peer computer network that governs the transfer of the applicable cryptocurrency (“Cryptocurrency Network”) to our applicable location, wallet, address, account or storage device as communicated (each a “AMBER Wallet”).
Promptly following receipt of the price or receipt of the cryptocurrency by us, (i) if we are purchasing the cryptocurrency from you, then we shall deliver the price to you by transfer of immediately available funds or cryptocurrencies to your bank account as communicated or to the User Wallet; or (ii) if you are purchasing the cryptocurrency from us, then we shall deliver the cryptocurrency to you by transfer of cryptocurrencies on the applicable Cryptocurrency Network to your applicable location, wallet, address, account or storage device as communicated (each a “User Wallet”).
In the event you do not settle a Order by the settlement date, or another date as specified in the Order, we shall have the right to terminate such Order in our sole discretion, in addition to all other rights and remedies we may have for such failure by you to perform.
You may authorize us to execute orders as transmitted to us by you or your authorized party. We reserve the right to reject any order which you may transmit for execution, but will promptly notify you of any such rejection. At its discretion, we may authorize another executing broker to act as agent of us pursuant to specific instructions.
Cancellation or Modification of Transactions
By using the Services, you acknowledge that any Order placed by you and accepted by Amber is a firm Order and represents a binding obligation to buy or sell the specified quantity of Digital Currency. You acknowledge that all transactions are final and are irreversible except at Amber’s sole discretion. Amber may reverse or modify a transaction in the following circumstances:
❏ If Amber is compelled to do so by any applicable law;
❏ If Orders are deemed, at Amber’s sole discretion, to be abusive or fraudulent in nature;
❏ If Orders are deemed, at Amber’s sole discretion to involve obvious errors with respect to price, quantity, or other parameters.
If transactions do not occur as reasonably expected, Amber may make reasonable efforts to restore your position to what they would have been had the technical error not occurred. Amber may consider a transaction to be clearly erroneous or inconsistent with current market conditions and take certain action to remedy the situation, including but not limited to canceling the transaction in its entirety.
Settlement and Funding
Upon a settlement request, the amount payable shall be settled to Amber’s Digital Currency address(es) or FIAT bank account as instructed on the Site or APP. Upon receipt of the funds, Amber will settle the receivable. Settlements may be aggregated such that multiple subsequent trades can be settled in a single transaction.
A transfer of Digital Currency may not be deemed settled and completed until:
❏ the transaction has been recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain; or
❏ the transaction has met a different protocol confirmation standard for a specific Digital Currency agreed to by Amber and you in writing or via Electronic Communication.
Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Transfer of a Digital Currency will only be deemed settled and completed if the relevant transaction(s) is included in the current longest chain of the applicable blockchain.
Daily funding is charged on open positions regularly for all outstanding non-settled positions based on each symbol’s individual interest rate. When placing a trade larger than the initial deposit you have paid, you are effectively being lent the money required to open your position. In order to keep your position for an expected period, you will be charged a small fee to cover the cost of the money you’ve effectively borrowed. The charge will be triggered once you pass the daily cut-off time (00:00, 08:00, 16:00 in the timezone of UTC). If you close your position on the same day before this time, there is no funding fee. Daily funding charges are reflective of market interest rates, and will fluctuate on a daily basis. Funding charges are due and payable to us from your account balance.
The risk disclosure of margin trading:
❏ Margin trading is highly risky. As a margin trader, you acknowledge and agree that you shall access and use the marginat your own risks:
❏ Trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
❏ You are not eligible for receiving forked coins split from any blockchain asset in your Account, even if you have not engaged in any margin at all.
❏ The loan carries risks and the value of your Digital Currency may drop. If the value of your assets drops below a certain level, you are responsible for responding to this market circumstance.
❏ Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, there is insufficient liquidity in the market or due to technical issues on the Site or APP.
❏ Placing contingent orders will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
❏ There is no guaranteed measure against losses on margin trading. You may sustain a total loss beyond what you have deposited to your Account.
To use margin trading functionality:
❏ You represent and warrant that you are not either from the U.S. nor on any trade or economic sanctions lists, such as designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department).
❏ You should fully understand the risks associated with the margin trading and lending and solely responsible and liable for any and all trading and non-trading activity on your Account. Do not enter into a transaction or invest in funds that are above your financial abilities;
❏ You are solely responsible and liable for knowing the true status of any position, even if presented incorrectly by Amber at any time;
❏ You agree to maintain in your Account a sufficient amount of Digital Currencies required by Amber for you to engage in margin trading and return your loan in full timely. Failure to maintain a sufficient amount of assets or fail to return outstanding loan duly can result in the forced liquidation of assets in your account;
❏ You are aware that on liquidation, all open orders are immediately cancelled.
❏ Amber cannot guarantee to stop losses even with the ability to force-liquidate any of your positions. If, after your positions are liquidated, your assets are insufficient to cover the outstanding loan, you are still responsible for any additional assets shortfall. Intentionally defaulting on a loan may result in Amber reporting your activities and/or in legal prosecution;
❏ Amber may, at its sole discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to, transferring balances between your various accounts as needed.
❏ During Amber system maintenance, you agree that you are solely responsible and liable for managing your margin trading under risk, including but not limited to, keep or close your position and repay your loan.
❏ You agree that you conduct all trading, margin trading,on your own Account and claim full responsibility for your activities. Amber does not take any responsibility for any loss or damage incurred as a result of your use of any services or your failure to understand the risks involved associated with assets generally or your use of our services.
You should be aware of the following when you open a transaction or deposit funds into your Account in a Currency other than your Default Currency:
❏ It is your responsibility to make yourself aware of the Currency that is designated as your Default Currency. Details of your Default Currency are available on the Site or APP;
❏ Some transactions will result in profit/loss being accrued in a Currency other than your Default Currency (non-Default Currency);
❏ You will have the option to immediately convert any non-Default Currency balances standing on your Account to your Default Currency. This means that following a non-Default Currency Transaction being closed, the profits or losses from that transaction will be automatically converted to your Default Currency at market price via market order at the time of closing, and posted to your Account in that Default Currency.
❏ From time to time, we may provide information to you which presents your multi-currency balances in the equivalent value of your Default Currency, using the rates prevailing at the time the information is produced. However, you should note that the balances have not been physically converted and that the presentation of the information in your Default Currency is for information only.
When subscribing to an “Earn” product exhibited on the Site or APP, you are entitled to gain interest on your Digital Currency. Interest is gained based on the applicable periodic rate to the subscribed Digital Currency. The periodic rate is calculated by dividing the applicable interest rate by three hundred and sixty five (365) days, and adjusted for the relevant duration of the product subscription. We will determine the applicable interest rates for each product at our sole discretion, and you acknowledge that such rates may fluctuate depending on market conditions.
The Interest shall commence accruing on the Digital Currency at a certain Interest rate the following hour. Upon maturity, you may redeem your principal and interest at the same time.
All interest will be paid in-kind (in the same Digital Currency used to subscribe). Unless specifically mentioned per product or agreed by Amber in writing, interest gained will not accrue additional interest, and you will continue to accrue interest based only on your subscribed Digital Currency.
Consent to Rehypothecate
Except where prohibited or limited by applicable law, in consideration for the interest earned on your Account and the use of our Services, you grant Amber the right, without further notice to you, to hold the Digital Currency held in your Account in Amber’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Currency, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in Amber’s possession and/or control a like amount of Digital Currency, and to use or invest such Digital Currency at its own risk. You acknowledge that, with respect to assets used by Amber pursuant to this paragraph (i) you may not be able to exercise certain rights of ownership and (ii) Amber may receive compensation in connection with lending or otherwise using cryptocurrency in its business to which you will have no entitlement.
Service Availability and Maintenance
With limited exceptions, Amber’s goal is to make markets available to all users for monitoring and transacting 24 hours a day. However, Amber does not guarantee uninterrupted access to the Services, that any Order will be posted, that any Order cancellation will take place or that any Order will be filled. Amber may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and to modify the Services at any time without prior notice. Amber’s Services undergoes regular maintenance. During such times, some or all of the functionality may be unavailable.
In order to minimize disruption, Amber will often publish regular maintenance. Upon resumption of operations, Amber will work to ensure the Services undergo an orderly auction restart process. Amber may temporarily halt operations in the event that the unanticipated maintenance is required. This may include, but is not limited to, unexpected computer or virtual currency network functionality or speed, partner or vendor outages, or cybersecurity incidents. Notice of such a disruption may be communicated to you via Electronic Communication. During the course of any such unexpected disruption, Amber will take work to timely restore functionality.
Amber does not own or control any of the underlying software through which blockchain networks are formed and Digital Currencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that Amber is not responsible for the operation of the underlying software and networks that support cryptocurrencies and that Amber makes no guarantee of functionality, security, or availability of such software and networks.
Forks and Distributions
As a result of the decentralized and open-source nature of Digital Currencies it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Digital Currency that may change the usability, functions, value or even name of a given Digital Currency. Such Forks may result in multiple versions of a Digital Currency (“New Currency”) and could lead to the dominance of one or more such versions (each a “Dominant Digital Currency”) and the partial or total abandonment or loss of value of any other versions of such Digital Currency(each a “Non-Dominant Digital Currency”).
Due to the administrative complexity of being the repository for a forked Digital Currency, the support of any New Currency in your Account is solely at the discretion of Amber. Amber is under no obligation to support a Fork of a Digital Currency that you hold in your Account, whether or not any resulting version of such forked Digital Currency is a Dominant Digital Currency or Non-Dominant Digital Currency or holds value at or following such Fork.
If Amber elects, at its sole discretion, to support a Fork of a Digital Currency, it may choose to do so by making a public announcement through its Site or APP or otherwise notifying customers, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If Amber, at its sole discretion, does not elect to support a Fork of a given Digital Currency, including the determination to support, continue to support, or cease to support any Dominant Digital Currency or Non-Dominant Digital Currency, Amber assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Currency.
Amber does not generally offer support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an “Airdrop”), the provision of rewards or other similar payment for participation in a Digital Currency’s protocol (“Staking Rewards”), or any other distributions or dividends that Users might otherwise be entitled to claim based on their use or possession of a Digital Currency outside of the Site or APP (collectively, “Digital Currency Distributions”). Amber may, at its sole discretion, elect to support any Digital Currency Distribution, but is under no obligation to do so and shall bear no liability to Users for failing to do so, or for initiating and subsequently terminating such support.
In the event of a Fork of a Digital Currency, we may be forced to suspend any or all activities relating to
such Digital Currency (including trades, deposits, and withdrawals) on the Site or APP for an extended period of time, until Amber has determined at its sole discretion that such functionality can be restored (“Downtime”). This Downtime may occur at the time that a Fork of a given Digital Currency occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Digital Currency subject to such Fork. Amber does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Currencies. All determinations regarding forks shall be made by Amber at its sole and absolute discretion and in accordance with applicable law.
The User undertakes to pay all your taxes and duties, which can be resulted from the use of Amber Services and should be paid according to the User’s state of residence regulations. Amber is not responsible for any violation made by the User due to your obligation to calculate and pay taxes and duties.
You agree to indemnify and hold Amber and employees, managers, partners and affiliates from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Services, your Account, any breach or alleged or claimed breach of the Terms or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandates, or the rights of a third party, or (ii) any act or omission by your agent, representative or third-party service provider while using your Account, regardless of whether the specific use was expressly authorized by you.
Termination of Agreement
❏ the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
❏ we detect unusual activity in the Account;
❏ we detect unauthorized access to the Account;
❏ we are required to do so by a court order or command by a regulatory/government authority;
❏ in case of any of the following events, Amber shall have the right to directly terminate this agreement by cancelling the Account, and shall have the right to permanently freeze (cancel) the authorizations of your Account and withdraw the corresponding Amber Account thereof;
❏ after Amber terminates services to you;
❏ you allegedly register or register in any other person’s name as Amber user again, directly or indirectly;
❏ the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify Amber of your unwillingness to accept the amended Terms;
❏ you request that the Services be terminated; and
❏ any other circumstances where Amber deems it should terminate the services.
Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the Account termination process, Amber shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
If Amber receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, Amber may, but has no obligation to, place an administrative hold on the affected funds and your Account. If Amber does place an administrative hold on some or all of your funds or Account, Amber may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Amber has been provided to Amber in a form acceptable to Amber. Amber will not involve itself in any such dispute or the resolution of the dispute. You agree that Amber will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
(a). Remaining funds after the account termination. Except as set forth in subsection (b) below, once the Account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to Amber) on the Account will be payable immediately to Amber. Upon payment of all outstanding charges to Amber (if any), the User will have 5 business days to withdraw all funds from the Account.
(b). Remaining funds after the account termination due to fraud, violation of law, or violation of these terms,
Amber maintains full custody of the funds and User data/information which may be turned over to governmental authorities in the event of Account suspension/closure arising from fraud investigations, violation of law investigations or violation of these Terms.
In connection with your use of the Services, you will not:
❏ violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
❏ provide false, inaccurate, incomplete or misleading information;
❏ infringe upon Amber's or any third party's copyright, patent, trademark, or intellectual property rights;
❏ engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
❏ distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
❏ use a web crawler or similar technique to access our Services or to extract data;
❏ reverse engineer or disassemble any aspect of the Site, the APP, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
❏ perform any unauthorized vulnerability, penetration or similar testing on the API;
❏ take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
❏ transmit or upload any material to the Site or APP that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
❏ otherwise attempt to gain unauthorized access to or use of the Site, the APPI, other Accounts, computer systems, or networks connected to the Site or APP, through password mining or any other means;
❏ transfer any rights granted to you under these Terms;
❏ engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or
❏ engage in any behavior which is unlawful, violates these Terms, or is otherwise deemed
❏ unacceptable by Amber at its sole discretion.
Consent to Communication
You grant your explicit consent to Amber’s use of your contact information for the purpose of the provision of any information and sending of any messages and notifications in regard to our contractual relations, including for marketing purposes.
Limitation of Liability
WE ARE NOT LIABLE TO YOU FOR CLAIMS, COSTS, LOSSES OR DAMAGES CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL (E.G. THE ACTS OR OMISSIONS OF THIRD PARTIES, NATURAL DISASTERS, EMERGENCY CONDITIONS, GOVERNMENT ACTIONS, EQUIPMENT OR COMMUNICATIONS MALFUNCTION). WE ARE NOT LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND.
THE TOTAL LIABILITY OF AMBER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF AMBER OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Remedies for Breach of Terms
Amber reserves the right to seek all remedies available at law and in equity for violations of these Terms, including without limitation, the right to restrict, suspend or terminate your Account or deny you access to the Services without notice; and Amber shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under applicable law) or where permitted under or otherwise comply with applicable law.
You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Services. For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already known by you prior to receipt from us; (ii) publicly known or becomes publicly known through no wrongful act of you; (iii) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (i) to a third party pursuant to a written authorisation from us; or (ii) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any applicable law, provided that Amber is notified prior to such disclosure to the extent permitted by applicable law.
Absence of Waiver
Any failure or delay by Amber or its affiliates to enforce any of the Terms or exercise any right under the Terms will not be construed as a waiver to any extent of our rights.
THIS SITE OR APP IS PROVIDED “AS IS” WITH ALL FAULTS, AND AMBER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THIS SITE OR APP OR THE MATERIALS CONTAINED ON THIS SITE OR APP. ADDITIONALLY, NOTHING CONTAINED ON THIS SITE OR APP SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE TO YOU.
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Terms. Amber may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Terms without notifying you or obtaining your consent.
These Terms, including any legal notices and disclaimers contained on this Site or APP, constitute the entire agreement between Amber and you in relation to your use of the Services, and supersedes all prior agreements and understandings with respect to the same.
Governing Law & Jurisdiction
THE TERMS AND ALL DISPUTES, CLAIMS OR CONTROVERSIES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS, THE SITE OR APP OR THE CONTENT, THE NEGOTIATION, INTERPRETATION, VALIDITY OR PERFORMANCE OF THE TERMS, THE RIGHTS AND OBLIGATIONS OF YOU AND US HEREUNDER OR ANY TRANSACTION CONTEMPLATED BY THE SITE OR APP SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG WITHOUT REGARD TO THE RULES OR PRINCIPLES OF CONFLICT OF LAWS OF ANY OTHER JURISDICTION THAT WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF SHALL BE REFERRED TO AND SOLELY, EXCLUSIVELY AND FINALLY RESOLVED BY ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE HONG KONG LAW. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. ARBITRATION HEREUNDER MAY PROCEED NOTWITHSTANDING THAT ANY PARTY FAILS TO PARTICIPATE IN ACCORDANCE WITH THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (“HKIAC”) ARBITRATION RULES, PROVIDED THAT PROPER NOTICE OF SUCH ARBITRATION HAS BEEN GIVEN TO SUCH PARTY, AND THE FINAL AWARD OF THE ARBITRAL TRIBUNAL SHALL BE BINDING ON SUCH PARTY NOTWITHSTANDING ITS FAILURE TO PARTICIPATE. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO ARBITRATION IN ACCORDANCE WITH THIS SECTION.
Amber uses portions of the following open source libraries in the application code. The license for each library is listed or detailed, as below.
Version 2.0, January 2004
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION
"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.
"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.
"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.
"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
"Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).
"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
"Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.
2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.
3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.
4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:
You must give any other recipients of the Work or Derivative Works a copy of this License; and
You must cause any modified files to carry prominent notices stating that You changed the files; and
You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.
6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.
8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.
END OF TERMS AND CONDITIONS