AMMBR TERMS AND CONDITIONS

1. BACKGROUND

1.1    Ammbr provides a platform (“Ammbr Platform”) that is an application-layer electronic trading platform utilising blockchains such as Binance Smart Chain (BSC). The Ammbr Platform enables users of the platform to buy, sell, trade, bid and leverage virtual assets as described in more detail below

1.2    The Ammbr Platform is owned and operated by Ammbr Limited of Wework X Hub71, ADGM Square, Abu Dhabi, United Arab Emirates (Ammbr).

1.3    These terms and conditions constitute a legally binding agreement (the Agreement) between the user of the Ammbr Platform (the User) and Ammbr and govern the User’s access to and use of the Ammbr NFT Platform.

1.4    By engaging in or using the Ammbr Platform the User agrees that they are legally bound by this Agreement.

2. AMMBR PLATFORM COMPONENTS

2.1    The Ammbr Platform consists of the Ammbr QMM, the Ammbr NFT Mint (the Mint), the Ammbr NFT Marketplace (the Marketplace), and the Ammbr NFT Auction (the Auction). These components are described in more detail later in this Agreement.

2.2    User agrees that Ammbr may at any point, and in its absolute discretion, make changes to the Ammbr Platform and that Ammbr is not required to give any prior notice to User of such changes.

3. ACCESSING THE AMMBR PLATFORM; USER ACCOUNT

3.1    The User can access and use the Ammbr Platform through any web browser using the URLs Ammbr.comor Ammbr.Finance.

3.2    In order to access and transact on the Ammbr Platform User must first connect their Wallet (such as Metamask).

3.3    If the User wishes to use theQMM, the Mint, the Marketplace, and/or the Auction, they may be required to create a User Account. The User agrees to provide accurate and complete registration and onboarding information for their User Account. The User also agrees to maintain and promptly update their User Account information from time to time as required.

4. USER MUST BE OVER THE AGE OF 18

4.1    he User may not use or access the Ammbr Platform if they are under the age of 18. By using the Ammbr Platform the User warrants that they are over the age of 18.

4.2    If Ammbr discovers that a User is under the age of 18 their account will be immediately suspended, and the User will not be able to access or use the Ammbr Platform.

5. NFTS TRADES ON THE AMMBR PLATFORM

5.1    Each NFT created and sold by Ammbr on the Ammbr Platform (a Ammbr NFT) is created by the Mint and bears certain metadata, or other unique identifier for instant recognition and brand verification.

5.2    Ammbr NFTs are created pursuant to licence agreements entered into between Ammbr (as licensee) and various brands and intellectual property rights owners (licensors) across multiple industries, including but not limited to:

i) Jewellery and Gemstones

ii) Numismatics and Philately

iii) Sports

iv) Gaming

v) Music

vi) Games

vii) Celebrities

viii) Digital Art and Animation

ix) Other Suitable Assets

5.3    Each licensor described above is referred to in this Agreement as a Ammbr IP Partner. As between a Ammbr IP Partner and Ammbr NFT, if there is any conflict between such Ammbr IP Partner's License Agreement as to the subject matter of the Ammbr IP Partner's License Agreement and this Agreement, the terms of such License Agreement shall apply, including in no event will a Ammbr IP Partner under such License Agreement be a User hereunder.

5.4    Ammbr NFTs differ in terms of valuations and rarity.

5.5    The value and rarity of an Ammbr NFT may, but is not guaranteed to, influence or affect its resale value.

5.6    Ammbr NFTs are not stored on the Ammbr NFT Platform. All Ammbr NFTs exist only on the blockchain, while metadata may be stored on the Interplanetary File System (IPFS) or may otherwise be discovered through specific JSON data.

5.7    Ownership of each Ammbr NFT is verified and authenticated entirely by the blockchain platform upon which it is created. Ammbr cannot change or affect the ownership of a Ammbr NFT after it has been created by the Mint and sold to the first purchaser.

5.8    The User may purchase Ammbr NFTs from Ammbr using the Marketplace or the Auction, or through social media campaigns designed to distribute NFT.

5.9    The User may purchase Ammbr NFTs from other users on the Marketplace or the Auction.

5.10   he User may sell Ammbr NFTs to other users on the Marketplace or the Auction, subject to this Agreement.

5.11   If a User decides to purchase or trade an NFT in a way other than through the Ammbr Platform, the User does so entirely at their own risk.

6. NFT ISSUANCES

6.1    An Ammbr issuance of NFT is an issue of one, or a series of Ammbr NFTs by Ammbr or by a registered User Account.

6.2    A NFT Series contains one or more Ammbr NFTs that are available until they are sold out.

6.3    A NFT Series may contain one or more Ammbr NFTs utilising intellectual property owned by an Ammbr NFT IP Partner.

6.4    Ammbr will determine the types, prices, and number of NFTs in a Series at Ammbr’s absolute discretion.

7. NFT LOTTERY

7.1    A NFT Lottery contains a random assortment of Ammbr NFTs as determined by Ammbr NFT in its discretion.

7.2    Before User purchases a NFT Lottery ticket, Ammbr NFT will let User know of the general types of Ammbr NFTs that are contained in the NFT Lottery, including an indication of the quantity of Ammbr NFTs and their rarity, as well as how many NFT Lotteries remain available for purchase.

7.3    Ammbr NFT gives no warranty or representation that any particular type of Ammbr NFT or with any particular level of rarity or resale value will be included in any particular NFT Lottery.

8. NFT AUCTIONS

8.1    Ammbr NFT will make exclusive Ammbr NFTs available for purchase via the Auction.

8.2    Auctions will be conducted in the Marketplace.

8.3    Ammbr gives no warranty or representation that only one type of Ammbr NFT will be made available via NFT auctions.

8.4    Ammbr gives no warranty or representation that Ammbr NFTs utilising intellectual property owned by a specific Ammbr NFT IP Partner will be made available via Auctions.

9. MARKETPLACE

9.1    The Marketplace allows Users to buy, sell, swap, trade and gift Ammbr NFTs.

9.2    Ammbr gives no warranty or representation that any specific Ammbr NFT will be available to buy, sell, swap, trade or gift in the Marketplace.

10. AMMBR NFT OWNERSHIP AND IP RIGHTS

10.1   When a User purchases a Ammbr NFT on the Ammbr Platform the User owns only that Ammbr NFT with the asset rights associated with that Ammbr NFT. Notwithstanding any other agreement or understanding, a User's sole rights in and to any digital asset and any of its associated rights shall at all times be subject to and limited by the Digital Asset License and the Agreement. All other rights in and to such digital asset are retained by the Ammbr NFT IP Partner or its licensors.

10.2   User may sell, gift, trade or transact in a Ammbr NFT owned by the User at the User’s discretion once a User Account has been opened.

10.3   User acknowledges and agrees that Ammbr NFT IP Partners may own all of the intellectual property on which Ammbr NFT’s are based or which is contained in or utilised by Ammbr NFTs. This may include copyright, trademark and brand rights in imagery, videos, models, music and sounds, all of which remain the sole and absolute property of the relevant Ammbr NFT IP Partner unless otherwise stated. No intellectual property rights owned by a Ammbr NFT IP Partner are transferred to or owned by User on the creation, sale or resale of a Ammbr NFT other than the rights and rights of use provided under the Digital Asset License.

11. USE OF AMMBR NFTS AND RESTRICTIONS

11.1   User agree that it will comply with all statutory or other regulatory requirements in respect of selling purchasing or trading NFT’s which may be applicable from time to time, including without limitation securing all third-party permissions and approvals as may be necessary.

11.2   User agrees that it must not use, promote or position Ammbr NFT’s in a manner that could reasonably be expected to damage the brand or reputation of Ammbr or any Ammbr NFT IP Partner or in violation of the Digital Asset License.

11.3   User agrees that it must not use, promote, or position a Ammbr NFT so as to suggest that Ammbr or any Ammbr NFT Partner endorses any political party, holds any particular religious beliefs or uses illegal drugs.

11.4   User agrees that it must not use, promote, or position an Ammbr NFT in any manner which is obscene, blasphemous or defamatory.

12. AMMBR PLATFORM PARTNERS

12.1   Ammbr partners with several organisations to provide functionality on the Ammbr Platform or to enable User to onboard or transact on the Ammbr NFT Platform. Each is described as a Ammbr Platform Partner in this Agreement.

12.2     Ammbr Platform Partners include:

i) Binance who provide BSC, the primary blockchain on which Ammbr NFTs are held;

ii) Verif-y, who provides identity and verification services for theAmmbr NFT Platform; and

iii) other partners as referred to on Ammbr’s website from time to time.

12.3   User agrees to be bound by and to comply with the terms and conditions that apply from time to time as prescribed by Ammbr Platform Partners in respect of the services and products they provide.

13. TRANSACTING ON THE USER ACCOUNTS

13.1   In order to create or sell NFTs on the Ammbr NFT Platform, Users must connect their self-custodial wallets registered in the User Account.

13.2   BUSD or other tokens accepted by the Ammbr Platform may be utilised.

13.3   User must complete “know your client” procedures and other identity and anti-money laundering verification procedures when creating the User Account.

14. FEES, COMMISSIONS AND ROYALTIES

14.1   User acknowledges that Ammbr and its Ammbr NFT IP Partners and Ammbr Platform Partners will receive fees, commissions and royalties from the creation, sale and resale of every Ammbr NFT on the Ammbr NFT Platform, including sales in the Auction or in the Marketplace.

14.2   Those fees, commissions and royalties will be communicated for each type of NFT.

14.3   Each Ammbr NFT will have embedded in it the fee, royalty and commission structure that applies to sale and resale of the Ammbr NFT, including fees, royalties and commissions payable to Ammbr, Ammbr NFT IP Partners, Ammbr Platform Partners and sellers of the Ammbr NFT.

14.4   User agrees to pay all of those fees, commissions and royalties to the relevant payee in full without any setoff or deduction.

14.5   User agrees that Ammbr NFT or its Ammbr Platform Partners may deduct from sale or resale proceeds payable to User, all fees, commissions and royalties due to Ammbr, Ammbr NFT IP Partners, Ammbr Platform Partners or sellers.

15. BSC TRANSACTION FEES

15.1   If the User purchases a Ammbr NFT from the Auction or on the Marketplace the transaction will be conducted and confirmed through BSC.

15.2   Ammbr does not own or control BSC and is not liable for any loss or damage the User suffers as a result of their interaction with BSC. Ammbr NFT cannot reverse or modify a transaction on BSC.

15.3   Ammbr NFT is not responsible for any loss, delays or other adverse effects arising from delays in or upgrades or changes to BSC.

15.4   Each transaction on BSC generates a transaction fee. The User must pay the transaction fee applicable to each sale, purchase or resale of a Ammbr NFT by the User on the Ammbr NFT Platform.

16. TAXES

16.1   Using the Ammbr Platform may trigger a taxable event.

16.2   The User is responsible and must pay all taxes including, but not limited to, income tax, capital gains tax, duties and assessments that are imposed by any governmental authority in any country in relation to the User’s use of the Ammbr NFT Platform.

16.3   The User is solely responsible for determining whether and how much tax applies to any transaction they may have to pay via using or transacting on the Ammbr NFT Platform.

16.4   Ammbr has no responsibility to inform the user of any tax obligations arising from a transaction on the Ammbr NFT Platform.

17. OWNERSHIP OF THE AMMBR NFT PLATFORM

17.1   Ammbr owns the Ammbr Platform. Some parts of the Ammbr Platform incorporate intellectual property used under license from Ammbr Platform Partners.

18. BUSD TOKEN

18.1   BUSD is the Ammbr Platform’s native cryptocurrency. It is an BEP-20 stablecoin pegged to the United States Dollar issued on BSC and its use is subject to Binance’s terms and conditions.

18.2   All rights attaching to BUSD are the property of Binance.

19. ACKNOWLEDGEMENTS AND ASSUMPTION OF RISK

19.1   In this Agreement the phrase Ammbr NFT Parties is used to refer collectively to Ammbr, all Ammbr NFT IP Partners and all Ammbr Platform Partners, and each is a Ammbr NFT Party.



19.2   No Ammbr NFT Party gives any warranty or representation that any particular Ammbr NFT has any intrinsic or resale value.

19.3   User agrees with and acknowledges each of the following (and accepts all risks associated with each):

i) a Ammbr NFT has no inherent or intrinsic value;

ii) the price and value of an Ammbr NFT is extremely volatile, and may fluctuate drastically at any given moment. The Ammbr NFT Parties are not responsible for the price or value of any given Ammbr NFT;

iii) no Ammbr NFT Party can guarantee that any purchasers of Ammbr NFTs will not lose money when purchasing or selling Ammbr NFTs;

iv) User is solely responsible for the security of their User Account, electronic wallet and any private key that is associated with it;

v) if User loses or cannot use their private key, each Ammbr NFT Party has no liability or responsibility whatsoever; and

vi) the crypto currency and NFT industry is not well regulated. It is likely that in the future those industries will become more regulated. No Ammbr NFT Party is not responsible for any loss suffered by User arising from the implementation of new laws, regulations or policies adversely affecting those industries or the price of any NFTs.

20. WAIVER OF RIGHT TO CLAIM

20.1   User agrees that no Ammbr NFT Party nor its officers, employees and agents has any liability whatsoever to User or to any third party for any liability, cost, loss or damages (together Loss) that results from or is in connection with or related to any of the following:

i) buying or selling a Ammbr NFT

ii) access to or use of the Ammbr Platform

iii) a transaction on BSC or the Ammbr Platform, and

iv) attempting to do any of the foregoing.

20.2   User irrevocably waives all rights (past, present, or future, contingent, or otherwise) that it may have against an Ammbr NFT Party and its officers, employees and agents to make a claim, bring proceedings, seek compensation or bring a cause of action to recover or be paid any compensation or damages (together Claim) for any Loss that results from or is in connection with or related to any of the following:

i) buying or selling an Ammbr NFT

ii) access to or use of the Ammbr Platform

iii) a transaction on BSC or the Ammbr Platform, and

iv) attempting to do any of the foregoing.

21. INDEMNITY

21.1       User indemnifies each Ammbr NFT Party and its officers, employees, and agents from and against any and all Loss suffered or incurred by the Ammbr NFT Party or their officers, employees or agents arising directly or indirectly from, or incurred in connection with:

i) the User’s access to, use of, or alleged use of the Ammbr Platform

ii) the User’s breach of this Agreement

iii) the User’s violation of any third-party right, including without limitation any intellectual property right, confidentiality or property right, or

iv) any disputes or issues between the User and any third party.

22. LIMIT ON LIABILITY

22.1       User agrees that all times the maximum aggregate liability of each Ammbr NFT Party and its officers, employees and agents for all Claims for Loss User may have, now or in the future, against the Ammbr NFT Party and its officers, employees, and agents in relation to User’s access to, use of, or alleged use of the Ammbr Platform is US$100.

23. TERMINATION

23.1   The User may delete their User Account at any time.

23.2   Ammbr may terminate the User’s access to the Ammbr Platform or delete their User Account at Ammbr’s sole discretion, immediately and without prior notice to User.

24. HYPERLINKS

24.1   The Ammbr Platform may display hyperlinks that will, when clicked, redirect the user to a third-party website. User acknowledges that Ammbr does not own or have any control over any third-party website.

24.2   If User clicks on a hyperlink that causes the User to leave the Ammbr Platform, Ammbr is not responsible for any loss or damage incurred by the user resulting from the User clicking the hyperlink.

25. FORCE MAJEURE

25.1   Ammbr is not liable to User, nor will it be deemed to have defaulted under or breached this Agreement to the extent that such a breach or default is caused by or results from a Force Majeure event.

25.2   A Force Majeure event means any exceptional event or circumstances which:

a) is beyond the control of Ammbr

b) has occurred without the fault or negligence of Ammbr, and

c) Ammbr is unable to prevent or overcome by the exercise of reasonable diligence. and Force Majeure includes but is not limited to the following events provided the criteria in (a) to (c) above are satisfied:

i) earthquakes, fires, or other physical natural disaster

ii) pandemic, epidemic or disease outbreak

iii) hostilities, acts of war, acts of terrorism, sabotage, riots, civil or military disturbances, and

iv) national or regional industrial disputes.

26. CHANGES TO THE AGREEMENT

26.1   The User agrees that the Agreement can be changed by Ammbr whenever Ammbr deems it appropriate to do so. Ammbr will post the latest version of the Agreement on its website.

27. PRIVACY POLICY

27.1   Ammbr may be required to collect personal data from User when User registers a User Account. Ammbr may be required to communicate some of this data to other users for the Ammbr Platform to function. Without communicating this data to other users, the Ammbr Platform cannot establish contractual relations between users.

27.2   When User registers an account, they acknowledge that their personal data will be transmitted to other users to enable performance of the Ammbr Platform.

27.3   All users have the right to access, change and delete any personal data stored by Ammbr.

28. DISPUTE RESOLUTION

28.1   If there is a disagreement between the User and Ammbr on the interpretation of this Agreement or any aspect of the performance by either party of its obligations under this Agreement, representatives of the parties will, within 10 days of receipt of a written request from either Party to the other, meet in a place chosen by Ammbr good faith and try to resolve the disagreement without recourse to legal proceedings.

28.2   Nothing in this clause restricts either party’s freedom to seek urgent relief to preserve a legal right or remedy, or to protect proprietary or trade secret right.

29. GENERAL

29.1   waiver of any right un shall be deemed to be a waiver of the same right on any other occasion.

30. WAIVER

30.1   A power, right or remedy may only be waived in writing signed by Ammbr.

30.2   The non-exercise of, or delay in exercising, any power, right or remedy is not a waiver.

30.3   No waiver of any right shall be deemed to be a waiver of the same right on any other occasion.

31. ENTIRE AGREEMENT

31.1   This Agreement constitutes the entire agreement between the User and Ammbr and no warranties, representations, terms, obligations or covenants or other terms and conditions of whatsoever nature not contained herein shall be of any effect.

32. RELATIONSHIP

32.1   Nothing in this Agreement creates a joint venture, agency, partnership, or other fiduciary relationship between User and Ammbr.

33. SEVERANCE

33.1   If a provision of this Agreement is wholly or partly invalid, illegal, unenforceable, void, or voidable, this Agreement must be construed as if that provision or part provision had been severed, and User and Ammbr remain bound by the provisions and part provisions remaining after severance.

34. AMENDMENTS

34.1   No provision of this Agreement maybe amended or modified otherwise than by the express written agreement of Ammbr.

35. GOVERNING LAW AND JURISDICTION

35.1   This Agreement is governed by the law in force in the Abu Dhabi Global Market (ADGM), United Arab Emirates. User irrevocably submits to the jurisdiction of the ADGM Arbitration Centre (ADGMAC) with respect to any legal action or proceedings which maybe brought at any time relating in any way to this Agreement, where the published dispute resolution mechanisms will be employed exclusively.

36. ASSIGNMENT

36.1   User must not assign or transfer any obligation under this Agreement without the written consent of Ammbr.

37. INTERPRETATION

37.1  In this Agreement, unless the context requires otherwise:

i) the singular includes the plural and vice versa

ii) “include” and derivatives thereof are not words of limitation

iii) a reference to a person includes that person’s legal personal representatives, successors, and assigns

iv) where time is calculated by reference to a day or event, that day or the day of that event is excluded

v) a notice or other communication means a notice or communication in writing in the English language, sent to the email address, fax number or postal address of the recipient party, and

vi) reference to a party or Party is to a party to this Agreement.