Mobile App Terms and Conditions

1. About the Application

1.1

Welcome to Amber (the ‘Application’). The Application Digital currency exchange, storage & monitoring services (the ‘Services’).

1.2

The Application is operated by Amber Labs PTY. LTD. (ACN 623 875 052) . Access to and use of the Application, or any of its associated Products or Services, is provided by AmberLabs. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Application, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, or any of its Services, immediately.

1.3

Welcome to Amber (the ‘Application’). The Application Digital currency exchange, storage & monitoring services (the ‘Services’).

2. Acceptance of the Terms

2.1

Acceptance of the Terms You accept the Terms by using or browsing the Application. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Amber Labs in the user interface.

3. Registration to use the Services

3.1

In order to access the Services, you must first register for an account through the Application (the ‘Account’).

3.2

As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(a)

Email Address

(b)

Telephone number

(c)

Password

3.3

You warrant that any information you give to Amber Labs in the course of completing the registration process will always be accurate, correct and up to date.

3.4

Once you have completed the registration process, you will be a registered member of theApplication (‘Member’) and agree to be bound by the Terms.

3.5

You may not use the Services and may not accept the Terms if:

(a)

you are not of legal age to form a binding contract with Amber Labs; or

(b)

you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4. Your obligations as a Member

4.1

As a Member, you agree to comply with the following:

(a)

you will use the Services only for purposes that are permitted by:

i.

the Terms; and

ii.

ii. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b)

you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(c)

any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Amber Labs of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(d)

access and use of the Application is limited, non-transferable and allows for the sole use of the Application by you for the purposes of Amber Labs providing the Services;

(e)

you will not use the Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Amber Labs;

(f)

you will not use the Services or Application for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Application;

(g)

you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Application without notice and may result in termination of the Services. Appropriate legal action will be taken by Amber Labs for any illegal or unauthorised use of the Application; and

(h)

you acknowledge and agree that any automated use of the Application or its Services is prohibited.

The shareholders agreement:
1.

provides that any person issued shares or options in the company would be required to execute a Deed of Accession [the Deed of Accession will make the Shareholder Agreement legally binding on new shareholders, the intention of which is to ensure all Shareholders are under the same obligation in particular with regards to the confidentiality of the business of the Company];

2.

provides that where the Investor is a “retail investor” as defined under the Corporations Act is a retail investor in accordance with the Corporations Act, they would be required to enter into and procure a “s205” or “s208” form;

3.

provides that the Company shall have a Board of Directors and an Advisory Board. [The role of the Advisory Board is to provide advice to the Board of Directors and will have a maximum of 10 members.]

4.

provides that the CEO shall have the deciding vote in a Board Deadlock in a Simple Majority Decision [This allows the CEO to have the deciding vote in situations that there is an even number of votes in a Simple Majority Decision.]

5.

includes pre-emptive rights on issue and transfer of shares;

5. Payment

5.1

Acceptance of the TermsYou accept the Terms by using or browsing the Application. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Amber Labs in the user interface.

(a)

Electronic funds transfer (‘EFT’) into our nominated bank account

5.2

All payments made in the course of your use of the Services are made using Fabric. In using the Application, the Services or when making any payment in relation to your use of theServices, you warrant that you have read, understood and agree to be bound by the Fabric terms and conditions which are available on their Application.

5.3

You acknowledge and agree that where a request for the payment of the Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Services Fee

5.4

You agree and acknowledge that Amber Labs can vary the Services Fee at any time.

6. Refund Policy

6.1

Amber Labs will only provide you with a refund of the Services Fee in the event they are unable to continue to provide the Services or if the manager of Amber Labs makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances (the ‘Refund’).

7. Copyright and Intellectual Property

7.1

The Application, the Services and all of the related products of Amber Labs are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Amber Labs or its contributors.

7.2

All trademarks, service marks and trade names are owned, registered and/or licensed by Amber Labs, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

(a)

Electronic funds transfer (‘EFT’) into our nominated bank account

(b)

copy and store the Application and the material contained in the Application in yourdevice’s cache memory; and

(c)

print pages from the Application for your own personal and non-commercial use.

Amber Labs does not grant you any other rights whatsoever in relation to the Application or the Services. All other rights are expressly reserved by Amber Labs.

7.3

Amber Labs retains all rights, title and interest in and to the Application and all related Services. Nothing you do on or in relation to the Application will transfer any:

(a)

business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(b)

a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(c)

a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you

7.4

You may not, without the prior written permission of Amber Labs and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application, which are freely available for re-use or are in the public domain.

8. Privacy

8.1

Amber Labs takes your privacy seriously and any information provided through your use of theApplication and/or Services are subject to Amber Labs’s Privacy Policy, which is available on the Application and at www.getamber.io/privacy-policy.

9. General Disclaimer

9.1

Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

9.2

Subject to this clause, and to the extent permitted by law:

(a)

all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b)

Amber Labs will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

9.3

Use of the Application and the Services is at your own risk. Everything on the Application and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Amber Labs make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Amber Labs) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a)

failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b)

the accuracy, suitability or currency of any information on the Application, the Services, or any of its Services related products (including third party material and advertisements on the Application);

(c)

costs incurred as a result of you using the Application, the Services or any of the products of Amber Labs; and

(d)

the Services or operation in respect to links which are provided for your convenience.

10. Competitors

10.1

If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Amber Labs. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, Amber Labs will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

11. Limitation of Liability

11.1

Amber Labs’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

11.2

You expressly understand and agree that Amber Labs, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

12. Termination of Contract

12.1

The Terms will continue to apply until terminated by either you or by Amber Labs as set out below.

12.2

If you want to terminate the Terms, you may do so by:

Your notice should be sent, in writing, to Amber Labs via the ‘Contact Us’ link on our homepage.

12.3

Amber Labs may at any time, terminate the Terms with you if:

(a)

you have breached any provision of the Terms or intend to breach any provision;

(b)

Amber Labs is required to do so by law;

(c)

the provision of the Services to you by Amber Labs is, in the opinion of Amber Labs, no longer commercially viable.

12.4

Subject to local applicable laws, Amber Labs reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Amber Labs’s name or reputation or violates the rights of those of another party.

13. Indemnity

13.1

You agree to indemnify Amber Labs, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a)

all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with Your Content;

(b)

any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; and/or

(c)

any breach of the Terms.

14. Dispute Resolution

14.1

Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

14.2

Notice:

A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must givewritten notice to the other party detailing the nature of the dispute, the desired outcome andthe action required to settle the Dispute.

14.3

Resolution:

On receipt of that notice (‘Notice’) by that other party, the parties to the Terms(‘Parties’) must:

(a)

Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b)

If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association; Conflict Resolution Service or his or her nominee;

(c)

The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d)

The mediation will be held in L18, 1 Eagle Street, Brisbane, Queensland, 4000, Australia.

14.4

Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

14.4

Termination of Mediation:

If 1 month have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

15. Venue and Jurisdiction

15.1

The Services offered by Amber Labs is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.

16. Governing Law

16.1

The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

17. Independent Legal Advice

17.1

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare theTerms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

18. Severance

18.1

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.