Amboss General Terms and Conditions

Amboss Technologies, Inc. (“Amboss”, “we”, or “us”) offers enterprise payment operations products and services. These Amboss General Terms and Conditions (these “Terms”, which Terms shall include any applicable Service Terms) is an agreement between us and the person or entity entering into these Terms (“Customer”, “You”, or “Your”). These Terms govern Your access to and use of the Amboss websites, including those currently located at https://www.amboss.tech and https://www.amboss.space (the “Amboss Sites”) and the content, products, APIs, SDKs, services and features that Amboss makes available to You as well as other services that Amboss may offer from time to time and that link to these Terms (individually, the “Amboss Service” and, collectively, the “Amboss Services”). Please see Section 12 for definitions of certain capitalized terms used in these Terms.

THESE TERMS TAKE EFFECT WHEN YOU CLICK AN “I ACCEPT” BUTTON OR CHECK BOX PRESENTED WITH THESE TERMS OR, IF EARLIER, WHEN YOU USE ANY OF THE AMBOSS SERVICES (THE “EFFECTIVE DATE”).

Dispute Resolution. PLEASE BE AWARE THAT SECTION 10 (DISPUTE RESOLUTION; ARBITRATION) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS. AMONG OTHER THINGS, SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.

You can contact Amboss at [email protected] for general questions on these Terms or the Amboss Services, to provide Feedback or request technical support for the Amboss Services.

Please read these Terms carefully and make sure You understand them before using the Amboss Services. By using the Amboss Services, You acknowledge and accept these Terms. If You do not understand these Terms or do not agree to any part of them, You may not use the Amboss Services.

1. SCOPE OF AGREEMENT

1.1 General.

You may, and permit Your Users to, access and use the Amboss Services (including the Content) in accordance with these Terms. Amboss will provide the Amboss Services substantially in accordance with the Documentation. Amboss may elect, in its sole discretion, to provide the Amboss Services to You directly or through its Affiliates or subcontractors.

1.2 Amboss Resellers.

From time to time, Amboss may permit an Amboss reseller (a “Reseller”) to directly provide You the Amboss Services. If You purchase Amboss Services through a Reseller, You may need to enter into separate terms and conditions with such Reseller and Amboss has no liability under any such separate terms and conditions.

1.3 Service Terms and Policies.

Different Amboss Services may be governed by separate terms and conditions. The Service Terms and Policies apply to certain Amboss Services. These Terms incorporate by reference the Service Terms and Policies. In the event of a conflict between these Terms, any Service Terms, and the Policies, the conflict will be resolved in the following order of precedence: the Service Terms, these Terms, and the Policies.

1.4 Changes to the Amboss Services.

Amboss may, at its sole discretion, change, discontinue, or limit access to all or part of the Amboss Services, including the Content, for any reason at any time without liability to You. If Amboss discontinues all or part of the Amboss Services, where possible, Amboss will give You at least 30 days prior notice via in-product messaging, adding a notice on the Amboss Sites, email, and/or other means that Amboss may designate from time to time.

1.5 Changes to these Terms.

Amboss may amend or modify these Terms at any time by posting the revised agreement on the Amboss Sites and/or providing a copy to You. The revised Terms will be effective at the time they are posted. Your continued use of the Amboss Services after the posting of the revised Terms constitutes Your acceptance of the revised Terms. If You do not consent to any such modification, Your sole and exclusive remedy is to terminate use of the Amboss Services and close Your Account.

1.6 Third Party Websites and Amboss Services.

Links from the Amboss Services to third-party websites, content, or services are provided for Your convenience only. Amboss has no obligation to monitor, control, or restrict the use of third-party websites or services accessible via links or APIs available as part of the Amboss Services (“Third-Party Services”). The Third-Party Services are not under Amboss' control, and You acknowledge that (whether or not such Third-Party Services are affiliated in any way with Amboss), Amboss is not responsible for the accuracy, compliance, legality, decency, or any other aspect of the content of such Third-Party Services. The inclusion of such a link or ability to integrate with a Third-Party Service does not imply endorsement of any Third-Party Service by Amboss or any association with its operators. If You decide to use any Third-Party Service, You do so entirely at Your own risk and subject to the terms and conditions of use for such Third-Party Service. For clarity, Bitcoin, Lightning, Payment Channels, and Payment Rails are all Third-Party Services.

1.7 Beta Service.

Amboss may make the Amboss Services available as a Beta Service. You may choose to try such Beta Service or not at Your sole discretion and at Your sole risk. You are fully liable under these Terms to Amboss and its Affiliates for any Damages arising out of Your use of the Beta Service. THESE TERMS WILL GOVERN THE BETA SERVICES EXCEPT THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NEITHER AMBOSS NOR ITS AFFILIATES OR RESELLERS HAVE ANY INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE AMBOSS', ITS AFFILIATES' AND ITS RESELLERS' TOTAL LIABILITY WITH RESPECT TO THE BETA SERVICE(S) WILL NOT EXCEED $100 USD.

1.8 Transferring and Recovering Funds from the Amboss Services.

There are several ways to remove your funds from your Customer Nodes. You can close all open Lighting Network channels and transfer your Bitcoin to another wallet You own or control while continuing to use the Amboss Services. You can also execute a one-time transfer of your funds by using the recovery feature. You should not use the recovery feature if you want to continue to send and receive funds using the Amboss Services, as this could result in a loss of funds. You assume all responsibility and risk of loss of funds for use of the recovery feature and Amboss disclaims all liability arising out of the Lightning Network or other blockchain protocol. In some cases, there are built-in delays associated with the Lightning Network protocol, and it may take several days before all Your funds are transferred. The Services, including the recovery feature, do not support porting of Your Customer Node(s) or Payment Channels.

2. CUSTOMER RESPONSIBILITIES

2.1 Eligibility.

To be eligible to use the Amboss Services, You must be at least 18 years old, and have the legal rights in Your country to form a binding contract with Amboss. There are certain features which may or may not be available to You depending on Authorized Territory and other criteria determined by Amboss.

2.2 Acceptance on Behalf of an Entity.

If You are agreeing to be bound by these Terms on behalf of Your employer or other Person, You represent and warrant that You have full legal authority to bind Your employer or such other Person to these Terms. If You do not have the requisite authority, You may not accept these Terms or use the Amboss Services on behalf of Your employer or other Person.

2.3 User Accounts.

You may need to create (or request Amboss to create) an Amboss account(s) for You and Your Users to use the Amboss Services (“Account”). You will ensure that Your Users will (a) protect and keep each Account confidential, (b) ensure that no unauthorized Persons accesses such Account, (c) immediately deactivate an Account when a User no longer needs access to such Account to use the Amboss Services, and (d) immediately notify Amboss if You become aware of any loss of an Account or unauthorized access to an Account. It is Your sole responsibility to ensure You maintain accurate contact information with Amboss. You are responsible for all actions and omissions of Your Users relating to the Amboss Services. You are deemed to have taken any action that You permit, assist or facilitate any Person to take including through Your or Your Users' Accounts or otherwise relating to the Amboss Services.

2.4 Certain Restrictions on Use of the Amboss Services.

You will not use the Amboss Services in any manner or for any purpose other than as expressly permitted by these Terms. Without limiting the foregoing, You will not attempt to directly or indirectly (i) reverse engineer, disassemble, or decompile the Amboss Services or apply any other process or procedure to derive the source code of any software included in the Amboss Services; (ii) access or use the Amboss Services to build a competitive product or service or copy any features, functionalities or ideas of the Amboss Services (except to the extent Applicable Laws do not permit this restriction), (iii) access or use the Amboss Services in a way that is intended to avoid incurring or accruing Fees or exceed applicable usage limits or restrictions, (iv) violate these Terms or Applicable Laws, (v) unless expressly permitted by Amboss in writing, transfer, resell, lease, share or sublease the Amboss Services (including any Content) or any part thereof, (vi) use the Amboss Services or any Third-Party Services to create, store, or transmit Malicious Code, (vii) permit any other Person to access or use the Amboss Services in a way that circumvents any contractual, technical or other restrictions; or (viii) engage in, promote or encourage illegal activity or abusive behavior.

2.5 Compliance with Applicable Law and Trade Compliance.

You will comply with all Applicable Laws in connection with these Terms, including all applicable import, re-import, sanctions, anti-boycott, anti-money laundering, anti-terrorist financing, export and re-export control laws and regulations, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to Your accessing and use of the Amboss Services, the Content and the Customer Data. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority (“Sanctions Lists”).

2.6 Customer Requirements.

The Amboss Services may be accessed directly through the Amboss Sites. Access to the Amboss Services may become degraded or unavailable during times of significant volatility or volume on networks upon which the Amboss Services interoperate (e.g., the Lightning Network) or Amboss' network or infrastructure, or for other reasons that are, in whole or in party, outside of Amboss' reasonable control. Although Amboss strives to always provide reliable service, Amboss does not guarantee that the Amboss Services will be available without interruption. You are solely responsible for maintaining the required network connectivity, equipment, rights, licenses, consents and any other resources necessary for You to access and use the Amboss Services.

2.7 Inherent Risks with Digital Asset Protocols.

Amboss does not own or control the software that governs the operation of the underlying blockchain protocols or payment infrastructure and has no responsibility or liability for the operation of the underlying blockchain protocols or payment infrastructure. You acknowledge that using Digital Assets and blockchain-related solutions, networks and protocols are inherently risky and it is Your sole obligation to stay informed of and mitigate these risks. Even if Amboss provides recommendations to You relating to certain risks associated with Digital Assets and blockchain-related solutions, networks, and protocols, Amboss has no responsibility for informing You of all the risks or whether such recommendations are appropriate for Your specific situation. Customers are solely responsible for their own decisions regarding the use, transfer or disposition of their Digital Assets. In the event of any fork in the Lightning protocol and/or Digital Assets protocol, Amboss may take any action it deems necessary, in its sole discretion, in connection with such fork.

2.8 Customer Licenses.

Customer represents and warrants that it possesses, and it will maintain possession of, throughout its use of the Amboss Services, all licenses, registrations and other authorizations required under Applicable Law to create, establish, and operate Payment Channels, route and receive payments and otherwise use the Amboss Services. Customer further represents and warrants that it has the legal right and authority (including maintaining any necessary licenses) to create and use Payment Channels, and that its use of the Amboss Services in connection with such activities will not violate any Applicable Laws or contractual obligation. Customer shall be solely responsible for any non-compliance with this Section and will indemnify, defend and hold Amboss harmless for any Damages arising therefrom.

3. TERM, TERMINATION, AND SUSPENSION

3.1 Term.

These Terms are effective on the Effective Date and will continue until terminated in accordance with Section 3.2.

3.2 Termination.

A party may terminate these Terms (a) for convenience, upon providing at least sixty days' prior written notice to the other party, (b) for cause, upon providing at least thirty days' prior written notice to the other party of a material breach of these Terms if such breach remains uncured at the expiration of such period, (c) immediately without prior written notice if such breach is an incurable breach or if the other party has ceased to operate in the ordinary course, becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or general assignment for the benefit of creditors. Your breach of Sections 2.4, 2.5, 4 and 5.4 will be deemed an incurable breach of these Terms by You.

3.3 Effect of Termination.

Upon termination or expiration of these Terms, You and Your Users will no longer have any right to use or access the Amboss Services and Amboss will have the right to close Your and Your Users' Accounts and delete or destroy all Your Customer Data within thirty days of the termination or expiration of these Terms, unless legally prohibited. After this thirty day period, Amboss has no obligation to maintain or provide any Customer Data. Upon termination or expiration of these Terms for any reason, Amboss will assist you with the withdrawal of your funds from Your Customer Nodes pursuant to Section 1.8. The following sections of these Terms survive termination or expiration of these Terms: Section 1.6, 2.4, 2.5, 3.3, 4, 5.5, 5.6, 5.7, 6, 7, 8, 9, 10, 11 and 12.

3.4 Suspension and Effect of Suspension.

Amboss may suspend Your or any of Your Users' right to access or use a portion or all of the Amboss Services immediately and without notice if Amboss determines that (a) Your use of the Amboss Services threatens the security, integrity or availability of the Amboss Services, (b) Your use of the Amboss Services could subject Amboss, its Affiliates, or any third party to liability or risk, or (c) You are in breach of these Terms or Applicable Laws. You will be responsible for fees and charges You incur during any period of suspension. Amboss may elect to restore Your and Your Users' access to the Amboss Services if the applicable cause for the initial suspension is fully remedied to Amboss' reasonable satisfaction.

4. CONFIDENTIALITY

4.1 Confidential Information.

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Your Confidential Information includes Customer Data; Amboss' Confidential Information includes the Amboss Services, Content, lightning channel balance data, other Amboss customers' names and/or information accessible as a result of Your use of the Amboss Services. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties prior to the Effective Date in connection with the evaluation of services.

4.2 Protection of Confidential Information.

Each party retains ownership in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party may only disclose Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who have a legitimate need to know and who have signed confidentiality agreements with the Receiving Party containing protections at least as stringent as those set forth in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so; provided that the Receiving Party will give the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, to contest the disclosure.

5. PROPRIETARY RIGHTS AND DATA

5.1 Consent to Process Your Data For Identity Verification, Due Diligence and Compliance Reasons.

When You register for an Account or at any other time deemed necessary by Amboss, You agree to provide Amboss with information that Amboss requests in order to provide You the Amboss Services (and conduct Checks if You are using Reflex) such as confirming an entity is not on a Sanctions List, assisting with detecting money laundering, terrorist financing, fraud, or other crimes or illicit activity. You further authorize Amboss to request, use and process information associated with Your Account, whether directly or through third parties, for any purposes expressly permitted by the Amboss Privacy Policy. This consent is not related to, and does not affect, any rights or obligations Amboss or You have in accordance with any Applicable Laws relating to data protection. You can withdraw Your consent at any time by closing Your Account. However, Amboss may retain and continue to process Your personal information if Amboss reasonably believes it is necessary in order to comply with Applicable Laws. You agree to provide us with accurate and up-to-date information and will immediately notify Amboss if the information You previously provided is no longer accurate.

5.2 License to Customer Data.

• A. You hereby grant to Amboss a royalty-free, fully-paid, non-exclusive license to use, process, copy, modify, create derivative works of, and store the Customer Data solely to provide the Amboss Services to You, administer Your and Your Users' Accounts, develop, administer and make improvements to the Amboss Services, and comply with Amboss' legal and financial obligations. You are legally responsible for the Customer Data and must not submit any Customer Data to Amboss or the Amboss Services that You do not have the rights to provide.

• B. To the extent that Customer Data constitutes “personal information”, “personal data” or other similar term as defined under Applicable Laws, You represent and warrant to Amboss that (i) You have received all necessary consents and rights to provide such personal information to Amboss, (ii) Your disclosure of personal information to Amboss was made in compliance with all Applicable Laws and (iii) before providing any such personal information to Amboss, You have read and understood Amboss' Privacy Policy, and, in the case of personal information relating to a User or other Person, have (or will at the time of disclosure) have provided a copy of that Privacy Policy to that User or other Person. Except for the license rights You grant to Amboss in these Terms, Amboss obtains no right, title, or interest from You (or Your licensors) to Your Customer Data.

5.3 Privacy.

Amboss' Privacy Policy explains how we treat personal information that Amboss collects from You, including as part of the Customer Data, or generates during the provision or administration of the Amboss Services to You.

5.4 Limited License to You.

• A. Subject to Your and Your Users' compliance with these Terms, Amboss hereby grants to You a limited, nonexclusive, nontransferable license, to access and use the Content in the Authorized Territory solely for Your internal business purposes.
• B. The Content is provided by third-parties including government agencies. Amboss provides the Content (including the Checks) to You for Your convenience and does not control or guarantee the accuracy or reliability of the Content. You may not offer any part of the Content for commercial resale or redistribution or to compete with Amboss. Any other use of the Content not expressly permitted by these Terms is prohibited. Except for the limited licenses granted in these Terms, all other right, title, and interest in and to the Amboss Services, Amboss Sites, Content, and any of Amboss' intellectual property is exclusively the property of Amboss and its licensors.
• C. You will not remove or conceal any copyright, trademark or other proprietary notice included in the Amboss Services. You will comply with all attribution and branding instructions given by Amboss in connection with the Amboss Services. You will not use Amboss' name, trademark or other service mark in press releases or other promotional materials or as a commercial reference regarding use of the Amboss Services without Amboss' prior written consent.
• D. Recognizing and acknowledging that any violations of the provisions of this Section 5.4 may cause Amboss, its Affiliate(s) or other Persons irreparable damage for which other remedies would be inadequate, then, in addition to any other remedies that may be available at law or in equity, Amboss has the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to prevent any such violation.

5.5 Suggestions.

You may provide questions, comments, suggestions or ideas to Amboss about the Amboss Services (“Feedback”). If You provide Feedback, then You hereby grant to Amboss and its Affiliates a perpetual, worldwide, royalty-free right and license to use that Feedback without restriction and without obligation to You.

5.6 Promotional Rights.

You agree that Amboss may refer to Your name, trademarks, logos, Feedback, case studies, testimonials, name and pictures of individuals issuing testimonials or comments in any of its marketing, advertising, customer references, website or any other public materials.

5.7 De-Identified and Anonymous Data.

Amboss has the right to collect, use and analyze de-identified or anonymous information derived from the Customer Data and other data generated from Your use of the Amboss Services to develop, improve, or update the Amboss Services if that information cannot reasonably be used to identify You.

6. INVOICING AND PAYMENT

6.1 Invoicing and Payment.

Unless we otherwise agree in writing, we will calculate and invoice Fees in accordance with the Service Terms for the particular Amboss Service You are using. All amounts payable by You under these Terms will be paid to us without setoff or counterclaim, and without any deduction or withholding.

6.2 Payment Partners.

Amboss may use a third-party payment processor to process any payments between You and Amboss. We currently use Stripe, Inc. (“Stripe”) as our payment processor, but may engage other payment processors in the future. Unless Amboss requires You to use another payment processor, You consent to the additional applicable Stripe terms, which You can find at https://stripe.com/legal, including the terms applicable to the creation of Your Stripe account.

6.3 Withholdings, Taxes and Surcharges.

The stated Fees do not include Taxes. Taxes will be itemized on the invoice pursuant to Applicable Laws. You agree to pay all applicable Taxes whether existing on the Effective Date or coming into effect at any later time in the same manner as Fees. You are solely responsible for paying any applicable Taxes related to acquiring, using, or accessing the Amboss Services. You will pay all Fees in Amboss' invoice in full (gross) without applying withholding Taxes or deducting currency exchange costs, bank charges or other similar deductions. You may present to Amboss a valid tax exemption certificate and Amboss will give effect thereto prospectively. You also will be responsible to pay any documented penalties incurred by Amboss as a result of Your failure to pay any Taxes.

7. INDEMNIFICATION

• A) By Customer. You will indemnify, defend and hold harmless, Amboss, its Affiliates and its licensors, and each of their respective officers, managers, directors, employees, agents, and representatives, from and against any Damages arising out of or relating to any third-party claim (“Claim”) concerning or relating to (i) Your use of the Amboss Services; (ii) Your violation of these Terms (including any applicable Service Terms); and (iii) any Customer Data.
• B) By Amboss. Amboss will defend You from and against any Claim brought by a third-party alleging that the Amboss Services infringe or misappropriate such third-party's Intellectual Property Rights and will pay You an amount equal to monies required to be paid by You pursuant to any adverse final judgment or settlement.
  • i) If Amboss becomes aware of an actual or potential Claim alleging that the Amboss Services (or a part thereof) infringe or misappropriate such third-party's Intellectual Property Rights, Amboss has the right (in its sole discretion and at no cost to You) to (a) modify the applicable Amboss Service so it no longer infringes or misappropriates such third-party's Intellectual Property Rights, (b) obtain a license to permit Your continued use of the applicable Amboss Service in accordance with these Terms, or (c) terminate these Terms without liability to You.
  • ii) Amboss will have no liability or obligations under this Section arising from (a) any combination of the Amboss Services with Customer Data or any other product, content, data, or system not provided by Amboss, unless such combination was specifically and expressly authorized by Amboss in writing or (b) any Amboss Services provided by Amboss to You free of charge, including any Beta Services. Furthermore, Amboss will have no liability or obligations under this Section 7 (Indemnification) arising out of Your use of the Amboss Services after Amboss has notified You to discontinue such use due to an actual or potential infringement or misappropriation claim relating to the applicable Amboss Services. The remedies provided in this Section are Your sole and exclusive remedies for any third-party claims of infringement or misappropriation of Intellectual Property Rights by the Amboss Services.
• C) Indemnification Procedures. The obligations under this Section will only apply if the party seeking indemnity (the “Indemnified Party”) (i) promptly gives written notice to the other party (the “Indemnifying Party”), (ii) permits the Indemnifying Party to have sole control of the defense and settlement of the Claim; provided that, the Indemnifying Party may not settle a Claim unless it unconditionally releases the Indemnified Party (and its Affiliates and each of their officers, managers, directors, employees, agents, and representatives) of all liability and obligations, and (iii) reasonably cooperates with the Indemnifying Party in the defense and settlement of the Claim (at the Indemnifying Party's sole cost and expense). The Indemnified Party may retain its own non-controlling counsel to participate in the defense and settlement of the Claim, at its sole cost and expense. The Indemnified Party may not settle any Claim without the Indemnifying Party's prior written consent.

8. DISCLAIMERS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE AMBOSS SERVICES IS AT YOUR SOLE RISK AND THAT THE AMBOSS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, AMBOSS AND ITS AFFILIATES FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE AMBOSS SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE AMBOSS SERVICES, AMBOSS OR ITS EMPLOYEES, CONTRACTORS OR AGENTS CREATES A WARRANTY OF ANY KIND. WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAIN INFRASTRUCTURE SUPPORTING THE AMBOSS SERVICES, THE LIGHTNING NETWORK OR ANY OTHER BLOCKCHAIN NETWORK, INCLUDING ANY ISSUES RESULTING IN LOSSES OF FUNDS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND CONDUCTING FINANCIAL TRANSACTIONS OVER THE INTERNET. UNDER NO CIRCUMSTANCES WILL AMBOSS BE RESPONSIBLE OR LIABLE FOR ANY FAILURE IN THE AMBOSS SERVICES OR ANY TRANSACTIONS RESULTING FROM, CAUSED BY OR ATTRIBUTABLE TO: (A) CUSTOMER'S DELAY IN OR FAILURE TO TAKE ANY ACTIONS UPON WHICH AMBOSS' PERFORMANCE IS DEPENDENT; (B) CUSTOMER'S FAILURE TO USE THE AMBOSS SERVICES IN ACCORDANCE WITH AMBOSS' REQUIREMENTS, INCLUDING WITHOUT LIMITATION, THESE TERMS AND ANY DOCUMENTATION PROVIDED BY AMBOSS; (C) FAILURES, OUTAGES, UNSUPPORTED MATERIAL OPERATING CHANGES OR OTHER DISRUPTIONS IN THE BITCOIN BLOCKCHAIN OR OTHER BLOCKCHAIN, TELECOMMUNICATIONS OR OTHER NETWORK, SOFTWARE, HARDWARE, SERVICE, EQUIPMENT OR OTHER SYSTEM OR SERVICE PROVIDERS THAT ARE NOT WITHIN AMBOSS' REASONABLE CONTROL; (D) AUTHORIZED TRANSACTIONS THAT ARE ERRONEOUS (INCLUDING DUE TO TYPOS OR KEYSTROKE ERRORS); (E) CUSTOMER'S PRODUCTS OR SERVICES, OR CUSTOMER'S, OR ITS USERS' OR REPRESENTATIVES', NEGLIGENCE, WILLFUL MISCONDUCT, OR UNAUTHORIZED ACTS OR OMISSIONS; (F) ANY FORCE MAJEURE EVENT OR OTHER CAUSE BEYOND AMBOSS' REASONABLE CONTROL; (G) MAINTENANCE, OR OTHER SCHEDULED UNAVAILABILITY RELATED TO THE SERVICES; OR (H) UNAUTHORIZED ACCESS, BREACH OF FIREWALLS OR OTHER HACKING BY THIRD PARTIES.

9. LIMITATION OF LIABILITY AND RELEASE OF CLAIMS

9.1

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT AMBOSS, ITS AFFILIATES AND ITS LICENSORS WILL NOT BE LIABLE TO YOU, ANY USER, OR ANY OTHER PERSON UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, ANY USER, OR ANY OTHER PERSON, INCLUDING ANY LOSS OF DATA, LOSS OF PROFIT OR BUSINESS REVENUE, WHETHER OR NOT AMBOSS, ITS AFFILIATES, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9.2

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AMBOSS, ITS AFFILIATES AND ITS LICENSORS FOR ANY CLAIMS UNDER THESE TERMS OR RELATING TO THE AMBOSS SERVICES (WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), IS LIMITED TO THE GREATER OF $1000 OR THE FEES YOU ACTUALLY PAID TO AMBOSS FOR ACCESS TO AND USE OF THE AMBOSS SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING WHEN THE FIRST CLAIM ARISES. IN ALL CASES, AMBOSS, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

9.3

YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS AND USE OF ANY OF OUR AMBOSS SERVICES. WE ARE NOT A BANK OR OTHER DEPOSITORY INSTITUTION AND AMBOSS DOES NOT PROVIDE ANY LEGAL, REGULATORY, ACCOUNTING OR INVESTMENT ADVICE. YOUR ACCOUNT ISN'T A DEPOSIT ACCOUNT OR BANK ACCOUNT. YOUR ACCOUNT AND DIGITAL ASSETS ARE NOT COVERED BY INSURANCE AGAINST LOSSES OR SUBJECT TO FEDERAL DEPOSIT INSURANCE CORPORATION OR SECURITIES INVESTOR PROTECTION CORPORATION PROTECTIONS OR PROTECTIONS OF ANY COMPARABLE ORGANIZATION IN THE WORLD. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE THE BENEFITS AND PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “[A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

10. DISPUTE RESOLUTION; ARBITRATION.

10.1 Binding Arbitration.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of Intellectual Property Rights, You and Amboss agree (a) to waive Your and Amboss' respective rights to have any and all Disputes arising from or related to these Terms or the Amboss Services resolved in a court, and (b) to waive Your and Amboss' respective rights to a jury trial. Instead, You and Amboss agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

10.2 No Class Arbitrations, Class Actions or Representative Actions.

You and Amboss agree that any Dispute arising out of or related to these Terms or the Amboss Services is personal to You and Amboss and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

10.3 Federal Arbitration Act.

You and Amboss agree that these Terms affect interstate commerce and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

10.4 Notice; Informal Dispute Resolution.

You and Amboss agree that each party will use good faith efforts to notify the other party in writing of any arbitrable or small claims Dispute within thirty days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Amboss shall be sent by certified mail or courier to Amboss Technologies, Inc., Attn: Chief Executive Officer, 411 Walnut Street #23192, Green Cove Springs, FL 32043, United States. If You and Amboss cannot agree how to resolve the Dispute within thirty days after the date notice is received by the applicable party, then either You or Amboss may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the extent specifically provided for in Section 10.1, file a claim in court.

10.5 Process.

EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, YOU AGREE THAT YOU MUST COMMENCE OR FILE ANY DISPUTE WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Amboss agree that (a) any arbitration will occur in Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Delaware and the United States respectively, sitting in Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of Your billing address if the Dispute meets the requirements to be heard in small claims court.

10.6 Authority of Arbitrator.

As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

10.7 Rules of JAMS.

The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, You either (a) acknowledge and agree that You have read and understand the rules of JAMS, or (b) waive Your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

10.8 Severability.

If any term, clause or provision of this Section 10 is held invalid or unenforceable, all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in Section 10.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

10.9 Opt-Out Right.

You have the right to opt out of binding arbitration within thirty days of the date You first accepted the terms of this Section 10 by either sending an email to: [email protected], or writing to: Amboss Technologies, Inc., Attn: Chief Executive Officer, 411 Walnut Street #23192, Green Cove Springs, FL 32043, United States. In order to be effective, the opt out notice must include Your full name and clearly indicate Your intent to opt out of binding arbitration. By opting out of binding arbitration, You are agreeing to resolve Disputes in accordance with Section 11.

10.10 Attorneys' Fees and Costs.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If You or Amboss need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

11. MISCELLANEOUS

11.1 Governing Law.

You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by federal law. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in Delaware. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

11.2 Entire Agreement.

These Terms sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Terms. Amboss will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms, including for example, any term, condition, or other provision (a) submitted by You in any order, receipt, acceptance, confirmation, correspondence, or other document or (b) related to any invoicing process that You submit or require Amboss to complete.

11.3 Language.

All communications and notices made or given pursuant to these Terms must be in the English language. If Amboss provides a translation of the English language version of these Terms or any part of it, the English language version will control if there is any conflict.

11.4 No Waivers.

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

11.5 Relationship of the Parties.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for the payment of all compensation owed to its employees, as well as all employment related Taxes.

11.6 Headers.

Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

11.7 No Third-Party Beneficiaries.

Amboss' Affiliates are third-party beneficiaries of these Terms and have a right to enforce these Terms against You if they provide Amboss Services to You. These Terms do not confer benefits on any third party unless they expressly state that they do.

11.8 Severability.

If any part of these Terms is illegal, invalid or unenforceable, the rest of these Terms will remain in effect.

11.9 Assignment.

You may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without Amboss' prior written consent in each case (not to be unreasonably withheld). Notwithstanding the foregoing, any assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.10 Force Majeure Event.

Amboss and its Affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from a Force Majeure Event.

11.11 Notices.

Whenever any notice or other communication is given by one party to the other under these Terms (“Notice”), such Notice will be in writing. You must send Notices to Amboss to ATTN: Chief Executive Officer, 411 Walnut Street #23192, Green Cove Springs, FL 32043, United States. Amboss will send You Notices to the email address that You provided when You created Your Account or when Amboss set You up for billing in their systems. Notices may be delivered by email (except for Notices of breach or termination of these Terms), registered mail, return receipt requested, express delivery service, courier, fax or delivered in person. Notices properly given in accordance with this Section 11.11 will be effective on the date actually received.

11.12 E-Sign and Electronic Documents.

The parties agree that execution by DocuSign (or other e-signature technology that provides comparable identity verification and security protocols) will be deemed the same as an original “wet ink” signature for all purposes, for effectiveness of these Terms. If Applicable Law requires original “wet ink” signature in any instance, the parties agree to cooperate to provide such further assurance to supplement any prior e-signature execution. You agree to receive electronically all communications, agreements, documents, notices and disclosures that Amboss provides in connection with Your Account and use of the Amboss Services.

12. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. As used in this definition, “control” and its derivatives mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by the ownership of voting securities, by contract or otherwise.

“Applicable Laws” means any statute, regulation, policy or order of any governmental agency or judicial authority with competent jurisdiction over the parties, the Amboss Services, or the subject matter of these Terms.

“Authorized Territory” means the country to which Your Account is registered.

“Beta Service” means any Amboss Services, features or functionality that Amboss or its Affiliates make available to You to try at its sole discretion and that is designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

“Checks” means any results of the checks that Amboss conducts as part of the Reflex Services, including the results of due diligence checks, Know Your Customer (KYC)/ Know Your Business (KYB) checks, and OFAC checks.

“Content” means content included in or made available through the Amboss Services, Amboss Sites or any related content, materials and information (such as the Checks), text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software. The Content includes any reports, analysis, recommendations and other information that Amboss, its Affiliates, or its licensors provide to You relating to selected nodes, channels, routes, invoices (such as Lightning invoice information), user segmentation data, business registration data, IP-derived location, risk assessments, simulation results, insights, and recommendations.

“Customer Data” means all content (including but not limited to data, images, and text) You or Your Users provide, upload, submit, post to, or generate through access to or use of the Amboss Services, including by connecting or communicating with other users or network participants or sending Lightning invoices. Customer Data includes Customer Node Data. However, Customer Data excludes Content (including all Checks), including any Content that may be similar or identical to Customer Data such as protocol “gossip” information.

"Customer Node" means a Lightning Network node or other form of node operated by Customer using the Amboss Services.

“Customer Node Data” means transactional, financial, payment, operational data, activity logs and any other data generated by a Customer Node and related APIs or SDKs.

“Damages” means any claims, damages, losses, liabilities (whether in contract, tort (including negligence) or otherwise), costs, and expenses (including reasonable attorney's fees).

“Digital Assets” means any digital representation of value or rights that is recorded on, or transferred through, a cryptographically secured distributed ledger, blockchain, or similar system, and that may be used as a medium of exchange, store of value, unit of account, or means of accessing, receiving, or delivering goods, services, or other rights.

Digital Assets include, without limitation, Bitcoin and any similar cryptographically secured digital tokens, coins, or units of value, whether native to a blockchain or issued as a representation of other rights or interests, and whether or not such assets are classified as securities, commodities, currencies, or otherwise under applicable law.

For the avoidance of doubt, the term “Digital Assets” also encompasses assets that are issued, represented, or transferred through protocols or networks designed to operate on or in connection with distributed ledgers or blockchain networks, including but not limited to the Lightning Network, or any other layer, sidechain, or off-chain mechanism that enables the transfer, settlement, or recording of such assets.

“Documentation” means Amboss' technical documentation for the Amboss Services, but excludes any Amboss marketing materials.

“Fees” means the applicable fees and expenses charged by Amboss for the Amboss Services or specific features and functionalities thereof. For clarity, Fees do not include any Digital Assets sent to any nodes controlled or operated by Amboss e.g. through Rails.

“Force Majeure Event” means any cause beyond Amboss' reasonable control, including acts of God, disputes or other Internet disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government (including changes to Applicable Law), acts of terrorism, public health crisis (including pandemics), or war.

“Intellectual Property Rights” means patents, trademarks, service marks, trade and service names, domain names, copyrights, topography rights, database rights, design rights, trade secrets and other intellectual property or moral rights, whether or not they are registered and including all applications and rights to apply for registration, and all similar or equivalent rights, anywhere in the world.

“Payment Channel” means a channel on the Lightning Network that is used for routing payments.

“Payment Rails” means the third-party infrastructure or networks that facilitate the transfer of money between parties in a financial transaction, including decentralized payment rails like Bitcoin and Lightning.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or any similar organization or entity.

“Policies” means Amboss' Documentation and any other policy or terms referenced or incorporated into these Terms.

“Service Terms” means the additional terms and conditions that govern Your use of particular Amboss Services currently located below under the heading “Service Terms” (and any successor or related locations designated by us), as may be updated by us from time to time.

“Taxes” means all applicable taxes, including without limitation consumption, VAT or other national, regional or local sales, use, excise, privilege, or other similar taxes, duties or charges imposed on or incident to the provision, sale or use of the Amboss Services, but excluding taxes on income, personal property, corporate franchises, or capital gains.

“Tier” means distinct level of service offerings for applicable Amboss Services, for which Amboss may charge different Fees.

“User” means an individual who is authorized by You to use the Amboss Services or to whom You (or Amboss, at Your request) have provisioned a user identification and password (for Amboss Services requiring authentication). Users may include Your customers, employees, consultants, contractors, and agents; provided that Amboss may impose restrictions on permitted Users for particular Amboss Services.

Service Terms

Prepaid Credits

1. Prepaid Credits.

• A) To use prepaid features of the Amboss Services, You must purchase virtual currency solely for use within the Amboss ecosystem and pay the corresponding Fees charged by Amboss at the time of Your purchase (“Prepaid Credits”). Prepaid Credits include any content, technology, data and other digital materials included in or made available with Prepaid Credits or as part of redeeming Prepaid Credits. All purchases of Prepaid Credits are final and non-refundable. Amboss has the right to limit the total amount of Prepaid Credits You can purchase and restrict purchases to residents of certain jurisdictions as reasonably determined by Amboss. Please see our FAQ here for additional information on Prepaid Credits. You authorize Amboss to deduct from Your Prepaid Credits balance to cover any applicable Fees associated with Your use of prepaid Amboss Services.
• B) Prepaid Credits are purely a digital representation of value within the Amboss ecosystem. They are not redeemable for cash, cannot be returned for a cash refund, are not a personal property right and have no monetary value. Prepaid Credits are meant for the purchase and use of prepaid Amboss Services and are strictly non-transferable. The purchase and use of Prepaid Credits do not entitle You to any vested rights or entitlements. Amboss reserves the right to manage, regulate, control, modify or eliminate Prepaid Credits at its sole discretion, and Amboss will have no liability to You, Your Users, or any other Person for the exercise of such rights. By purchasing and/or using Prepaid Credits, You accept and agree to these Terms and are solely responsible for understanding the nature of these Prepaid Credits before making a purchase or using them.

Reflex

1. License to Content. Section 5.4(a) of the main body of the Terms is deleted and replaced in its entirety by the following:

Subject to Your and Your Users' compliance with these Terms, Amboss hereby grants to You a limited, nonexclusive, nontransferable license, to access and use the Checks in the Authorized Territory solely to assist You with Your legal and regulatory compliance processes and for Your other internal business purposes. You have the right to share Checks on Your own Customer Nodes publicly.

2. Certain Restrictions on the Use of the Reflex Services. You may not use information included in the Reflex Services, including any Content, (i) for any consumer debt use (as defined below), including the collection of a consumer debt; or (ii) to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit or (iii) any purpose prohibited by Applicable Laws. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681. As used herein “consumer debt” includes any obligation or alleged obligation of a consumer to pay money arising out of a transaction for personal, family or household purposes in which a creditor grants a right to a debtor to defer payment of debt or to incur debts and defer its payment or to purchase property or services and defer payment.
3. Disclaimer. THE CONTENT (INCLUDING CHECKS) AND ANY OTHER INFORMATION OBTAINED THROUGH THE REFLEX SERVICES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL OR COMPLIANCE ADVICE OR AS A SUBSTITUTE FOR RETAINING COMPETENT LEGAL COUNSEL OR OTHER APPROPRIATE COMPLIANCE SPECIALIST. AMBOSS AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REFLEX SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE REFLEX SERVICES OR THAT THE REFLEX SERVICES WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU OR ANY OTHER PERSON OR ENTITY RESULTING FROM THE USE OF THE REFLEX SERVICES INCLUDING THE CONTENT AND ANY OTHER INFORMATION OBTAINED THROUGH THE REFLEX SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE REFLEX SERVICES REMAINS WITH YOU.
4. Fees. We calculate and invoice You Fees for the Reflex Services on a monthly basis or other period set forth in the applicable invoice. You will pay us the applicable Fees for use of the Reflex Services as described on our invoice.

Magma

1. Definitions: The following defined terms are added to Section 12 of the Terms:

   • a. “Annual Percentage Rate” or “APR” means the Amboss proprietary metric that allows You to compare different Payment Channel sales offers.
   • b. “Lease Fee” means the fee that a Lessor charges a Lessee for a Liquidity Lease.
   • c. “Lease Period” means the duration of the Liquidity Lease which is determined solely between the Lessee and the Lessor.
   • d. “Lessee” means the Customer Node leasing a Payment Channel from the Lessor.
   • e. “Lessor” means the Customer Node that leases a Payment Channel to the Lessee.
   • f. “Liquidity Lease” is an agreement between a Lessor and a Lessee to create a Payment Channel during the Lease Period in exchange for a Lease Fee.
   • g. “Magma” means the liquidity marketplace that Amboss provides for the Lightning Network. For clarity, the Magma is an Amboss Service.
   • h. “Yield” means the total proceeds from payment routing fees, which may be expressed as an “Annual Percentage Yield” or “APY”.

2. Scope of the Amboss Service:

   • a. Generally: You may only use the Magma in accordance with these Terms, including any Policies that Amboss may provide to You through the Amboss Sites or otherwise.

   • b. Payment Channels:

     • i. You may earn Yield by creating a Payment Channel or allowing other nodes to use Your Payment Channels to route Digital Assets.
     • ii. Yields are driven by market demand for liquidity and payment activity on the Lightning Network. Amboss does not set the Yield, Yields may change at any time, and Yields are not guaranteed. Amboss does not determine the timing of your receipt of any Yield nor the amount of any Yield. You understand and acknowledge that the originator of the payment through Your Payment Channels is responsible for paying You the Yield (if any) and Amboss has no control over nor liability for this process as these are controlled at the protocol level.
     • iii. Amboss provides the APR to You for Your convenience to aid You in evaluating Payment Channel sale offers. However, You acknowledge and agree that Your use of and reliance on the APR is solely at Your own risk and Amboss expressly disclaims any and all liability arising out of Your use of and reliance on the APR.

   • c. Liquidity Leases:

     • i. Lease Fees are driven by market demand for liquidity and payment activity on the Lightning Network and You are not guaranteed to earn a certain Lease Fee. Amboss offers Magma to facilitate Your ability to enter into a Liquidity Lease either as a Lessee or a Lessor; however, Amboss facilitates matching of Lessors and Lessees and Amboss is not responsible for any actions or omissions of any party utilizing Magma or any other Amboss Services. Amboss is not a party to any Liquidity Lease and expressly disclaims all liability for the actions or omissions of any Lessor or Lessee.
     • ii. Amboss has the right to determine the Lease Fee and the terms and conditions of the Liquidity Lease between the Lessor and the Lessee. If You are a Lessee, Amboss will enable You to provision the Payment Channel to enable the Liquidity Lease. You must pay to Amboss the Lease Fee, which Amboss will provide to the Lessor.

   • d. Service Tiers.

     • i. Amboss offers several Tiers for Magma, which are currently: non-subscriber, Node Runner, Builder, and Operator. Customer may upgrade to a higher Tier at any time by providing written notice to Amboss. Upon Amboss' receipt of such notice, the upgrade will take effect on a mutually agreed date, and the Fees for the upgraded Tier will be increased based on the effective date of the upgrade.
     • ii. You may not downgrade Your Tier except with Amboss' prior written consent.

3. Fees. Amboss will calculate and invoice You for the Fees for Magma on a monthly basis, or on such other billing schedule as set forth in the applicable invoice or order form, including any one-time payments. The Fees owed by You will be determined based on the Tier You have purchased and the corresponding prices listed on the Amboss pricing page (or as otherwise specified in the applicable invoice or order form). Alternatively, Amboss may require You to pay the Fees utilizing Prepaid Credits as defined in the Prepaid Credits section of these Service Terms.

Rails

1. Definitions: The following defined terms are added to Section 12 of the Terms:

   • a. “Exchange Value” means, with respect to any Digital Asset, the value of such Digital Asset with respect to the conversion into another Digital Asset or fiat currency, at the time of conversion.
   • b. “Lease Fee” means the fee that a Lessor charges a Lessee for a Liquidity Lease.
   • c. “Lease Period” means the duration of the Liquidity Lease which is determined solely between the Lessee and the Lessor.
   • d. “Lessee” means the Customer Node leasing a Payment Channel from the Lessor.
   • e. “Lessor” means the Customer Node that leases a Payment Channel to the Lessee.
   • f. “Liquidity Lease” is an agreement between a Lessor and a Lessee to create a Payment Channel during the Lease Period in exchange for a Lease Fee.
   • g. “Professional Services” means the services offered by Amboss to Customers to customize, install, monitor, or maintain the Payment Rails, Payment Channels, and other features and functions of Rails.
   • h. “Rails Platform” means the Amboss Site currently available at https://rails.amboss.tech that allows Users to access self-custodial yield services using the Lighting Network.
   • i. “Rails” means the Rails Platform and Managed Service. For clarity, Rails is an Amboss Service.
   • j. “Statement of Work” or “SOW” means a mutually agreed to statement of work that describes the terms and conditions governing the Professional Services in substantially the form set forth as Exhibit A.
   • k. “Yield” means the total proceeds from payment routing fees, which may be expressed as an “Annual Percentage Yield” or “APY”.

2. Scope of the Amboss Service.

   • a. Generally: You may only use Rails in accordance with these Terms, including any Policies that Amboss may provide to You through the Rails Platform or otherwise. To use Rails, you must contact Amboss by completing an intake form or contacting us. You must make an initial deposit of 1 Bitcoin or more into Your Amboss Wallet or we may not permit You to utilize Rails. You must always maintain a balance of 1 Bitcoin or more in Your Amboss Wallet to utilize the Rails Service. If you utilize Rails to interact with Magma e.g., to enter into a Liquidity Lease or create Payment Channels, You are also bound by the terms and conditions applicable to Magma. Any capitalized terms not defined herein have the meaning set forth in the Magma section of these Service Terms.
   • b. Liquidity Leases:
     • i. Generally.
       1. Lease Fees are driven by market demand for liquidity and payment activity on the Lightning Network and You are not guaranteed to earn a certain Lease Fee.
       2. Amboss has the right to determine the Lease Fee and the terms and conditions of the Liquidity Lease between the Lessor and the Lessee. If You are a Lessee, Amboss will enable You to provision the Payment Channel to enable the Liquidity Lease. You must pay to Amboss the Lease Fee, which Amboss will provide to the Lessor.
       3. Amboss offers Magma to facilitate Your ability to enter into a Liquidity Lease either as a Lessee or a Lessor; however, Amboss facilitates matching of Lessors and Lessees and creation of Liquidity Leases. Amboss is not responsible for any actions or omissions of any party utilizing Magma or any other Amboss Services. Amboss is not a party to any Liquidity Lease and expressly disclaims all liability for the actions or omissions of any Lessor or Lessee.
     • ii. Liquidity Lease Terminations and Withdrawals:
       1. If the Lessor wishes to terminate any Liquidity Lease, it must provide notice to Amboss using the “Deactivate Service” function no later than sixty (60) days' prior to the end of the Lease Period. The Lessor may withdraw all their leased Digital Assets with no penalty after the end of the last active Liquidity Lease to which the Lessor is a party. However, if the Lessor wishes to terminate a Liquidity Lease earlier than sixty (60) days' prior to the end of the Lease Period, the Lessor must pay to Amboss the greater of (a) $100 or (b) prorated Lease Fee amounts under the broken Liquidity Lease.
       2. You can withdraw your Digital Assets from Rails at any time, but early withdrawal is strongly discouraged, as it may disrupt Liquidity Leases and negatively impact your reputation within the Lightning Network. Withdrawal times depend on the state of your Lightning channels and current Bitcoin network conditions. Payment Channels on Lightning currently include built-in timelocks that can temporarily restrict withdrawals. These lock-up periods typically last around two weeks but may be longer in rare cases, depending on network conditions and channel state. Therefore, even if You are Lessor and you wish to terminate Your Liquidity Leases, You may not be able to withdraw Your Digital Assets immediately.
   • c. Self-Custodial Application:
     • i. As part of Rails, Amboss may provide You with access to digital wallet software on a server (the “Amboss Wallet”) that enables You to make transactions with virtual currencies and tokens in a self-custodial manner.
     • ii. Rails is a purely self-custodial application, meaning we do not ever have custody, possession, or control of Your Digital Assets at any time. It further means You are solely responsible for the custody of the cryptographic private keys to the Digital Asset wallets You hold and You should never share Your wallet credentials or seed phrase with anyone, including Amboss. We accept no responsibility for, or liability to You, in connection with Your use of a wallet and make no representations or warranties regarding how any of our Amboss Services will operate with any specific wallet. At no point does Amboss store or have custody in any manner of Your private keys, backup phrases or passwords ("Private Information") that allow custody over the Digital Assets. You shall be solely responsible for backing up Private Information and You waive all claims against Amboss for failure to back up your Private Information. In case of loss or misplacement of Private Information by You or anyone else, it will not be possible for the Amboss to recover it and You may permanently lose access to the account (wallet) and Digital Assets contained herein. As such, under no circumstances will Amboss be liable to You for any direct or indirect losses, damages, or costs that You may suffer in connection with the loss or misplacement of Private Information.
     • iii. You are solely responsible for any associated wallet and we are not liable for any acts or omissions by You in connection with or as a result of Your wallet being compromised. For the avoidance of doubt, any references herein to a “wallet” shall include the Amboss Wallet. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, You acknowledge and agree that we owe no fiduciary duties or liabilities to You or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe You are those set out expressly in these Terms.
     • iv. When you or any third party transfers Bitcoin or other Digital Assets to your Amboss Wallet, you must use a Bitcoin address or Lightning Network invoice associated with your Amboss Wallet that is provided to You by us. The transferring party (whether you or a third party) shall be solely responsible for executing the transaction properly. Amboss assumes no responsibility for, and shall not be liable to you or any third party, for any lost Bitcoin or other assets as a result of an incorrect Bitcoin address, Lightning Network invoice, inadequate network/miner fees, an attempt to transfer any Digital Assets that are not supported by the Amboss Services, or any other improper transfer instructions.
     • v. Similarly, when you transfer Bitcoin from Your Amboss Wallet to an external address, you are solely responsible for ensuring that the recipient is able to receive the Bitcoin or other supported Digital Asset and that the instructions you provide to us are accurate. Amboss assumes no responsibility for, and shall not be liable to you or any third party for, any Bitcoin or other Digital Assets in your Amboss Wallet once an outbound transfer is initiated pursuant to your instructions.
   • d. Supported Digital Assets.
     • i. Digital Assets supported by the Amboss Services may change at any time and You are solely responsible for monitoring which Digital Assets are supported by the Amboss Services. Amboss is not liable for discontinuation of support of any particular Digital Asset. Under no circumstances will Amboss be liable to You for any direct or indirect losses, damages, or costs that You may suffer in connection with any actions or inaction we may take in accordance with these Terms to discontinue support of any Digital Asset.
     • ii. If You wish to use a Payment Channel in a different denomination than Bitcoin, either as Lessee or Lessor, You agree and acknowledge that Amboss shall have the exclusive authority to determine the time, method, and source of valuation for purposes of calculating the Exchange Value, and such determination shall be final, binding, and conclusive for all purposes under these Terms. The Exchange Value is determined by Amboss in its sole and absolute discretion, which determination may be based on, without limitation, market prices, proprietary valuation methods, internal data, or other sources selected by Amboss in its discretion, and may be expressed in (a) Bitcoin or other Digital Assets or (b) United States Dollars (USD) or other fiat currency, as designated by Amboss from time to time.
   • e. Payment Routing:
     • i. You may earn Yield by creating a Payment Channel or allowing other nodes to use Your Payment Channels to route Digital Assets. The Amboss Services utilize artificial intelligence (“AI”) to create new Payment Channels, distribute Bitcoin or other Digital Assets in Payment Channels to improve network health, payment success rates, or opportunities to generate Yield through predictive liquidity allocations.
     • ii. Yields are driven by market demand for liquidity and payment activity on the Lightning Network. Amboss does not set the Yield, Yields may change at any time, and Yields are not guaranteed. Amboss does not determine the timing of your receipt of any Yield nor the amount of any Yield. You understand and acknowledge that the originator of the payment through Your Payment Channels is responsible for paying You the Yield (if any) and Amboss has no control over nor liability for this process as these are controlled at the protocol level.
   • f. Professional Services: If You would like to purchase Professional Services, You and Amboss will enter into a Statement of Work. Each Statement of Work will be deemed to be a part of and governed by the Terms.
     • i. Amboss will perform the Professional Services in a professional and workmanlike manner by qualified personnel and in accordance with generally accepted industry standards.
     • ii. Customer acknowledges that delivery of the Professional Services depends on Customer's reasonable and timely cooperation. Customer agrees to make reasonably available any reasonably requested personnel and/or information in a timely manner to allow Amboss to coordinate and perform the Professional Services.
   • g. Intellectual Property.
     • i. Customer Materials. To the extent that any materials, content, data or information of, or entrusted to Customer, including any Customer Data, abstracts, copies, portions, and derivatives thereof (collectively, "Customer Materials") are provided to Amboss by or on behalf of Customer or any of its Affiliates for the performance of Professional Services, Amboss shall use such Customer Materials solely for the purpose of, and only to the extent necessary for, Amboss to perform the Professional Services in accordance with this the SOW and these Terms.
     • ii. Amboss Intellectual Property. Subject to Customer's rights in Customer Materials, Amboss will exclusively own all rights, title and interest in and to any technology, software, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, training materials, and other materials of any kind used or developed by Amboss or its personnel in connection with performing the Professional Services, including all Intellectual Property Rights (collectively, “Amboss IP”).
     • iii. Limited Rights. Nothing in the Terms conveys or shall be construed to convey any ownership interest in any Amboss Services, or any Intellectual Property Rights associated therewith to Customer. Except for the limited rights expressly set forth in the Terms, Amboss is not granted any right or license with respect to any Customer Materials, or any Intellectual Property Rights associated therewith.

3. Fees. We calculate the Fees and invoice You Fees for Rails on a monthly basis or other period set forth in the applicable invoice. We currently charge a platform Fee and a variable Fee based on assets under management on Rails. Our current pricing is listed on this website: https://amboss.tech/rails.