AMPLIFYX

TERMS OF USE

YOU ARE GIVING UP SUBSTANTIAL RIGHTS BY USING OUR SITE. IT IS YOUR OBLIGATION TO READ THIS ENTIRE TERMS OF USE.

Updated: June 15, 2021

1. INTRODUCTION

1.1 General

1.1.1. This Terms of Use is a legal agreement between you (referred to herein as “the User”, “you” or “your”) and Amplify Creative Group, Inc. and Amplify Funding LLC, collectively referred to as “AmplifyX” (referred to herein as “the Company”, “we”, “us” or “our”), the company who owns and operates the Platform and the Site (defined below).

1.1.2. By using the Platform and the Site, you accept and agree to be bound by this Terms of Use (“Terms”), the Privacy Policy, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. Please read the Privacy Policy to find out how we collect, use, disclose, process and protect your personal data. For avoidance of doubt, any and all terms, conditions, licenses, limitations, and obligations contained within and on the Site are incorporated into these Terms of Use by reference. In the event of any inconsistency between these Terms of Use and any other pages or policies on the Site, these Terms of Use shall prevail.

1.1.3. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.1.4. You agree that by using the Platform, you have read, understood, and agreed to be bound by these Terms of Use. If you do not agree with these Terms of Use, then you are expressly prohibited from using the Site and you must discontinue use immediately.

1.1.5. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

1.1.6. For the convenience of the users, all content on this Site may be available in multiple languages. In case of any conflict between different language versions of such content or any omission in any language version, the English version of such content shall prevail.

1.1.7. Where the Company has published a document that is referred to within these Terms (such as a policy document or Auction Disclaimer), that document shall also form part of these Terms and shall be deemed to have been agreed to by you. In the event of any conflict between these Terms and a document referenced within them, these Terms shall prevail.

1.2 Definition and Interpretation

1.2.1 In these Terms of Use and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

  • “Tokens” means blockchain-based assets or rights, or other similar digital representations of rights or assets.
  • “Platform” means the AmplifyX creation module of digital content in the form of Non- Fungible-Token (NFT) tokens secured by blockchain technology
  • “Site” means the Internet website of AmplifyX https://www.amplifyx.com/
  • “Wallet” means a combination of a user’s public address and corresponding private key (or mnemonic phrase or keystore file with password) that holds any tokens that are created and/or received on any public blockchains, which may be associated with corresponding transactions related to this address.
  • “Services” shall include but is not limited to any and all services and/or functions of our platform and/or website.
  • Additional industry related terms will be found in Appendix A, herein. Should there be a conflict between the industry term and the Terms herein, our Terms shall govern.

1.2.2. In these Terms of Use, the following rules of interpretation shall apply:

  1. clause and paragraph headings shall not affect the interpretation of these Terms;
  2. a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person’s personal representatives, successors, permitted assigns and permitted transferees;
  3. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and
  4. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.3 User Representations & Warranties

1.3.1. You can only use our Platform if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you.

1.3.2. Representations and warranties are statements and promises made by you to the Company upon which we rely as being accurate in our dealings with you. By using the Platform, you represent and warrant to the Company that you meet all eligibility requirements that we outline in these Terms. We may still refuse to let certain people access or use the Platform, however, and we reserve the right to change our eligibility criteria at any time. You make the following representations and warranties to us at the time of entering into these Terms of Use and every time you use the Platform:

  1. you are at least eighteen (18) years old and be able to form legally binding contracts. Persons under the age of 18 are not permitted to use the Site;
  2. you are of sound mind and have the capacity to enter into these Terms of Use;
  3. all personal information that you provide about yourself is accurate and true to the best of your knowledge;
  4. you have carefully considered the risks involved with using the Site and the Platform, and also the risks associated with tokens technologies including but not limited to the possibility of losing all the tokens you have;
  5. you will only ever use your legally own tokens and/or the applicable rights associated with the token, if any, unless you are authorized on behalf of a third party (“Third Party”) and we agree that you may act on behalf of that Third Party. We may request that you provide written authorization from the Third Party confirming you have the necessary authority to transact tokens on their behalf;
  6. if you are registering or accepting these Terms of Use on behalf of a legal entity such as a company, trust or partnership, you further represent and warrant that:
    1. the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and 
    2. you are duly authorized by such legal entity to act on its behalf;;
  7. you are not breaking any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting;
  8. you will not use the Site or the Platform in order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband tokens or proceeds;
  9. any trading or other instructions received or undertaken through your signature credentials are deemed to be valid, binding, and conclusive, and that the Company may act upon those instructions without any liability or responsibility attaching to it; and
  10. you understand and agree that you are not, under U.S. Treasury, The Office of Foreign Assets Control (OFAC) a Specially Designated Nationals and Blocked Persons List or Prohibited Country specifically, but not limited to, Balkans, Belarus, Burma, Burundi, Central African Republic, Cuba, Democratic Republic of the Congo, Hong Kong, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, North Korea, Somalia, Sudan, Darfur, South Sudan, Syria, Ukraine, Venezuela, Yemen, and Zimbabwe.

2. CONTENT STANDARDS

2.1 User Behavior 

On the AmplifyX Platform, you agree not to create, post, or submit any material which

  1. is unlawful, harmful, abusive, vulgar, fraudulent, libelous, contains explicit or graphic descriptions or accounts of sexual acts, is invasive of another’s privacy, is in violation of any International laws,
  2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability,
  3. infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy

2.2 Copyright

You agree not to post any copyrighted Content unless you create yourself or own the copyright or have written consent from the owner. You warrant that you own all right, title and interest worldwide in any Content submitted, including all intellectual property and moral rights therein.

2.3 Limit of Liability

AMPLIFYX IS A MARKETPLACE WHERE USERS MAY INTERACT DIRECTLY WITH ONE ANOTHER THROUGH THE USE OF THIRD-PARTY Application Programming InterfaceS (APIs) now or in the future. YOU AGREE THAT WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT OR ACTIONS OF OUR USERS. YOU ACKNOWLEDGE AND CONFIRM THAT YOU HAVE CAREFULLY CONSIDERED THE RISKS UPON USING OUR PLATFORM.

The Company shall have the right in its sole discretion, but no obligation, to:

  1. Monitor Content and other features of the Site to determine compliance with all Terms.
  2. Edit, refuse to post or remove any Content, in whole or part, that does not comply with these Terms or is otherwise undesirable, inappropriate or inaccurate, at any time and for any reason with or without prior notice. We may block your Account at any time if (in our sole discretion) we think you have violated these Terms, or terminate any AMPLIFYX creator account.

You agree to immediately notify us of any unauthorized use of the Service, inappropriate content or actions, or other breach of security that you know or suspect.

3. FEE AND REFUND TERMS

3.1 Transaction Fees

By acquiring or publishing NFTs on the Platform you agree with the following sale terms, in consideration for the use of the Platform, you agree to pay the fees, if any, as set forth in the Applicable Auction and/or Listing fee schedule displayed on the Site, which the Company may revise or update in its sole discretion from time to time, or agreed to privately between the Parties. By using our Services, you acknowledge your acceptance of those fees.

3.2 Forms of Payment

Fees may be paid or payable solely in the manner determined in the

sole discretion of AmplifyX, Artist or both. These may or may not include fiat (ACH/Wires, credit or debit card through third-party integrations) or cryptocurrencies (including Bitcoin, Ethereum and others).

3.3 Refund Policy

The Company does not provide refunds due to the personal nature of the NFT Auctions under any circumstances. 

4. GENERAL TERMS AND CONDITIONS

4.1 Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use and share information about you.

4.2 Compliance with Tax Obligations

The users of the Platform are solely responsible to determine what, if any, taxes apply to their transactions. The Company does not provide any advice or guidance in relation to tax or otherwise. The Company is not responsible for determining the taxes that apply to your transactions. It is your responsibility to ensure that any tax liabilities which you incur are paid to the relevant taxation authority.

4.3 Intellectual Property Rights

4.3.1. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (collectively, the “Marks”) are owned and controlled by us.

4.3.2. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4.3.3. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

4.3.4 Limitation of Intellectual Property Rights. As the Purchaser, You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without express prior written consent of the applicable Creator:

(i) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes (your use of Extensions will not constitute a prohibited modification hereunder); 

(ii) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; 

(iii) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; 

(iv) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except to the limited extent that such use is expressly permitted in a Listing Addendum for the Auction or Listing or solely for your own personal, non-commercial use; 

(v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs, except as expressly permitted in these Terms of Use;

(vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; 

(vii) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit; and

(viii) all rights not expressly permitted are reserved by the Artist, AmplifyX or both. 

4.4.5 Third Party Property. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: 

(i) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; 

(ii) that the Commercial Use license in these Terms of Use will not apply; 

(iii) that, depending on the nature of the license granted from the owner of the Third Party IP, Creator may need to pass through additional restrictions on your ability to use the Art; and

(iv) to the extent that Creator informs you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restriction in this Section will survive the expiration or termination of this License and the Terms of Use.

4.3.6 Term of License. The license granted in these Terms of Use applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted in these Terms of Use will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. If you exceed the scope of the license grant in These Terms of Use without entering into a broader license agreement with or obtaining an exemption from Creator, you acknowledge and agree that: 

(i) you are in breach of this License; 

(ii) in addition to any remedies that may be available to Creator at law or in equity, the Creator may immediately terminate this License, without the requirement of notice; and (iii) you will be responsible to reimburse Creator for any costs and expenses incurred by Creator during the course of enforcing the terms of this License against you.

4.4 Prohibited Activities

4.4.1. As a user of the Platform, we grant you a limited, personal, non-commercial, non-exclusive, non- transferable, and revocable license to use the Platform.

4.4.2. You may not:

  1. use the Site or the Platform to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband tokens, funds, or proceeds. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use the Platform to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, fraud, money laundering, or terrorist activities. If we discover that you have violated this Agreement or other regulatory requirements by participating in money laundering or by financing terrorist activities, we will take proportional disciplinary action. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this Section.
  2. use the Site and the Platform, with anything other than funds, keys, or tokens that have been legally obtained by you and that belong to you
  3. use the Site or the Platform to interfere with or subvert the rights or obligations of the Company or the rights or obligations of any other Site user or any other third party without authorization or use the Platform in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it.
  4. take advantage of any technical glitch, malfunction, failure, delay, default, or security breach
  5. distribute any virus or other harmful computer code through the Platform. You also agree to not take any action that may impose an unreasonable or disproportionately large load on our or any of our third-party providers’ infrastructure.
  6. bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to the Platform including, without limitation, other accounts, computer systems, or networks connected to the Services.

4.5 Third-Party Websites & Content

4.5.1. The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).

4.5.2. Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

4.5.3. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.

4.5.4. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

4.5.5. You agree and acknowledge that we do not endorse the products or services offered on Third- Party Websites and you shall indemnify and defend Company against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the use of any Third Party Website.

4.6. Modifications & Interruptions

4.6.1. We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Platform and the Site without notice at any time.

4.6.2. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.

4.6.3. We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

4.6.4. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform and Site during any downtime or discontinuance of the Site.

4.6.5. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

4.7 Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. The Company does not warrant that any of the materials on the Site are accurate, complete or current. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice. However, the Company does not make any commitment to update the materials.

4.8 Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.

4.9 Limitation of Liability

4.9.1. You acknowledge and confirm that you have carefully considered the risks involved buying and/or creating NFT tokens through our Platform. The following risks associated with tokens and the Platform are not exhaustive.

  1. Token transactions

In order to be completed, all proposed token transactions (including but not limited to NFT creation, transactions, token withdrawal) must be confirmed and recorded in the corresponding public blockchain. By using the Platform, you acknowledge and agree that the transaction details you submit may not be completed, or may be substantially delayed, by that public blockchain network.

Once transaction details have been submitted via the Platform, we cannot assist you to cancel or otherwise modify your transaction. You must ensure that you have an adequate funding to complete transactions before initiating a transaction.

  1. Attack on blockchain networks

The Company cannot prevent or mitigate attacks on blockchain networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, the Company reserves the right to take commercially reasonable actions, including, but not limited to, if we confirm that a network is compromised or under attack, immediately halting the platform for such network. Resolutions will be determined on a case-by-case basis by the Company in its sole discretion. The Company makes no representation and does not warrant the safety of the Platform and you assume all liability for any lost value or stolen property.

  1. Software protocols and operational challenges

The software protocols that underlie tokens are typically open-source projects, which means that 

(i) the development and control of such tokens are outside of the Company’s control and 

(ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given token.

You are aware of and accept the risk of operational challenges. The Company may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to the Platform and the Site. You understand that the Platform and the Site may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold the Company accountable for any related losses.

All users understand that the underlying technology is subject to change at any time, and such changes may affect the Platform. You claim full responsibility for monitoring such technological changes and understanding their consequences. The Company does not take any responsibility for any loss or damage incurred as a result of your use of the Platform or your failure to understand the risks involved associated with tokens use generally or your use of our Services

  1. Legislative and regulatory changes

Legislative and regulatory changes or actions at the domestic or international level may adversely affect the transfer of tokens.

  1. Other risks

You understand and agree that the Company has no control over, and no duty to take any action including, but not limited to:

  1. Failures, disruptions, errors, or delays in processing tokens that you may experience while using the Platform;
  2. The risk of failure of hardware, software, and Internet connections;
  3. The risk of malicious software being introduced or found in the software underlying our Platform;
  4. The risk that third parties may obtain unauthorized access to information stored within your wallet, including, but not limited to your wallet address, private key, and mnemonic (backup) phrase;
  5. Disasters may damage the token systems resulting in loss of tokens held by users.
  6. Mistakes made by the user of any token-related software or service, e.g., forgotten passwords, and tokens sent to wrong addresses.
  7. Software problems of any token-related software or service, e.g., corrupted wallet file, incorrectly constructed transactions, unsafe cryptographic libraries, malware affecting the wallet and/or any token-related software or service
  8. Technical failures in the hardware of the user of any token-related software or service, e.g., data loss due to a faulty or damaged storage device
  9. Security problems experienced by the user of any token-related software or service, e.g., unauthorized access to users’ wallets and/or accounts
  10. Actions or inactions of third parties and/or events experienced by third parties, e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties.

4.9.2. You acknowledge and confirm that you have made your own independent decision to make any transaction actions and that your decision is based on such information as you deem appropriate under the circumstances and is without reliance upon the Company or any member of the Company.

4.9.3. You are solely responsible and liable for any and all actions on or through the Site; for knowing the true status of any transactions on the Site, even if presented incorrectly by the Site at any time. There is no guarantee against losses on or through the Site.

4.10 Indemnification

4.10.1 You agree to defend, indemnify, and hold harmless Company, its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fees or the costs of any claim or suit, made by any third party due to or arising out of:

  1. use of the Site and the Platform;
  2. breach of these Terms of Use;
  3. any breach of your representations and warranties set forth in these Terms of Use;
  4. any inaccurate, misleading, or incomplete statement by the Company or on the Site regarding
  5. any failure, delay, malfunction, interruption, or decision (including any decision by the Company to vary or interfere with your rights) by the Company in operating the Site or providing the Platform;
  6. any stolen, lost, or unauthorized use of information, any breach of security or data breach related to your information, or any criminal or other third-party act affecting the Company.

4.10.2. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

4.11 Force Majeure Event

4.11.1. For the purposes of this clause, “Force Majeure Event” shall mean any circumstance outside the Company’s control including but not limited to any interruptions or failures relating to internet service providers, internet signal, connections, electricity providers, configurations of any user’s computers, any acts of god, flood, drought, earthquake or other natural disaster, any collapse of buildings, fire, explosion or accident, any acts of terrorism, civil war or commotion, riots or any law or any action taken by a government or public authority, including, without limitation, the failure to grant a necessary license or consent.

4.11.2. The Company shall not be in breach of these Terms of Use nor liable for delay in performing or failure to perform any of its obligations under these Terms if such delay or failure results from a Force Majeure Event.

4.12 Electronic Communications, Transactions, & Signatures

4.12.1. Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

4.12.2. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

4.12.3. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non- electronic records, or to payments or the granting of credits by any means other than electronic means.

4.13. Term and Termination

4.13.1. Except as otherwise terminated in accordance with the provisions below, these Terms of Use shall commence on the date you access the Platform and Site. Without limiting any other provision of these Terms of Use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site (including blocking certain IP addresses), to any user for any or no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation. We may terminate your use or participation in the Site or delete any content or information that you posted at any time, without warning, in our sole discretion. In addition, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

4.13.2. These Terms may be superseded by any amended Terms in accordance with clause 4.16.

4.13.3. These Terms may be terminated or amended by the Company at any time without notice.

4.14. Miscellaneous

4.14.1. These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule.

4.14.2 Submission to Jurisdiction and Venue. Except as otherwise provided in this Agreement, any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby is just and proper in the federal court of the Central District of California located in Los Angeles California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

4.14.3. These Terms of Use and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Any failure by the Company to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

4.14.4. These Terms of Use, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of the Company. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time without notice or your consent.

4.14.5. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.

4.14.6. The Company may record all telephone calls and other communications for the purposes of security and training.

4.14.7. In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent

jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms,

and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and

shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) AmplifyX

shall have the right to modify these Terms so as to effect the original intent of the parties as closely as

possible in an acceptable manner in order that the transactions contemplated hereby be consumed as

originally contemplated to the fullest extent possible.

4.14.8. Rules of Interpretation.

(a) “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless

otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;

(b) “include(s)” and “including” shall be construed to be followed by the words

“without limitation”;

(c) “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless

the context requires otherwise;

(d) any rule of construction to the effect that ambiguities are to be resolved against the

drafting party shall not be applied in the construction or interpretation of these Terms;

(e) section titles, captions and headings are for convenience of reference only and have

no legal or contractual effect.;

(f) whenever the context requires: the singular number shall include the plural, and

vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall

include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine

genders; and

(g) except as otherwise indicated, all references in these Terms to “Sections,”

“clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms

4.15 Contact

4.15.1. In the event that you have an issue, the Company will make every effort to rectify the situation as soon as commercially reasonable.

Please contact us at:

Email:support@amplifyx.com

Mailing Address: 546 N Flores Street, #6 W. Hollywood CA 90048

5. ANTI-MONEY LAUNDER (AML) AND KNOW YOUR CUSTOMER (KYC)

5.1 General

AmplifyX takes anti-money laundering and know your customer requirements and law very seriously. We have a robust compliance procedures and policies to combat suspicious activities.  

5.2 Money Laundering

Money laundering is a serious crime potentially related to the funding of terrorist activities. It is the subject of extensive federal regulations that impose requirements on financial institutions, such as broker-dealers and their associated persons, to detect and prevent potential money laundering activities. This is an obligation of each associated person of AmplifyX.

Money laundering is the movement of criminally derived funds to conceal the true source, ownership, or use of the funds. The funds are filtered through a maze or series of transactions, so the funds are “cleaned” to look like proceeds from legal activities. AmplifyX will not stand for this type of behavior on our Platform.

Engaging in money laundering is a federal crime with severe penalties for those engaged in criminal activities and those who facilitate, intentionally or inadvertently, money laundering. 

5.3 No Cash Deposits

AmplifyX does accept cash deposits or cash equivalents (money orders, travelers checks).

5.4 Payment Types

AmplifyX may allow for up to three (3) types of payments cryptocurrency payments, ACH/Wire, or credit/debit card. All banking related payments, ACH/Wire and credit/debit card, are processed through third party payment processors. Cryptocurrency payments may be made directly to AmplifyX upon sale and/or conclusion of the auction or through a third-party provider depending on the Listing or Auction.

 

5.4 Know Your Customer

Though we are not directly subject to the Bank Secrecy Act, we may take measures to know our customer for auctions and/or applicable listings over $3,000 or $10,000 United States Dollars, respectively. We value the anonymity of NFT listings but shall take measures to protect our Platform from suspicious or criminal behavior. You as Purchaser/Winner or Artist/Creator agree to share any and all information we may request regarding who you are and what business entity is benefiting from transaction. You additionally will compile with all subpoenas and/or requests from U.S. government agencies as they relate to the transactions on this Platform.

5.5 Custodianship

AmplifyX is not a custodian or money transmitter. We are a direct line sales or auction site that is permitted to operate under the state laws of California and the United States. 

APPENDIX A

INDUSTRY DEFINITIONS

“Auction” means the public sale of an NFT where the winner is the highest bidder.

“Art” means any art, design, and drawings that may be associated with an NFT that you Own this includes both audio and visual elements.

“NFT” means any blockchain-tracked, non-fungible token.

“Own” means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.

“Extensions” means third party designs that: (i) are intended for use as extensions or overlays to the Art, (ii) do not modify the underlying Art, and (iii) can be removed at any time without affecting the underlying Art.

“Listing” means a to-be purchased, upon successful conclusion of the payment transaction, NFT. 

“Purchased NFT” means an NFT that you Own.

“Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.

“Rights” For purposes of this Agreement, “use” means to copy, reproduce, synchronize, perform, display, broadcast, publish, or otherwise make use of. 

“Licensed Content” means any NFT and related deliverables won by highest bidder in the relevant Auction or Purchaser in a Listing.

END OF DOCUMENT

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