Terms of Service

Terms of Service for use of Jasper

05 May 2020

1. Introduction
   • These Terms of Service create a contract between you and Amun Limited. Please read carefully.  By clicking entering the Jasper website you agree to be bound by these terms, including any additional terms and policies referenced in these terms.
   • These Terms of Service apply to your application for access to, and use of, the system known as Jasper. Through your use of Jasper, you may submit requested know your client and anti-money laundering documentation and request the Mint or Burn of Tokens. 
   • The terms and conditions that apply to Holders of Tokens are set out in the Terms and Conditions and all Holders are bound by such Terms and Conditions. The Terms and Conditions can be viewed at https://tokens.amun.com/sign-up.
   • You should also read the Prohibited List, the Burn Policy, the White Paper and the Lite Paper associated with the Tokens you are seeking to Mint or Burn.
   • The Tokens are complex products which incorporate a high degree of risk and should only be bought or traded in by persons with appropriate technical knowledge who have experience with similar products.
2. Definitions
   • Terms used in these Terms of Service shall have the following meanings:

• The following rules shall apply to the interpretation of these Terms of Service unless the context otherwise requires:
  • headings to Clauses, paragraphs, and other provisions of these Terms of Service are inserted for ease of reference only and shall not affect the interpretation of these Terms of Service;
  • any reference to a person or persons includes reference to any individual, corporation, partnership, joint venture, association, public body, governmental authority or other entity;
  • words in the singular shall also include the plural and vice versa;
  • any reference to these Terms of Service or to any agreement or document includes a reference to these Terms of Service, or, as the case may be, such agreement or document, as amended, varied, novated, supplemented or replaced from time to time; and
  • all references in these Terms of Service to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re‑enactment.

3. Eligibility and Verification
   • By registering for use and using Jasper you represent and warrant the following:
     • if an individual, you are at least 18 years’ old;
     • if acting on behalf of an entity, that entity is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and you are duly authorised to act on its behalf; and
     • you or the entity on whose behalf you are acting is not ordinarily resident in the Seychelles, Switzerland, the United States or any country which appears on the Prohibited List from time to time.
   • Upon registration to become a User, you are required to submit, through Jasper, such documentation as the Issuer requests to enable the Issuer to (i) confirm your identity and that of any entity on whose behalf you are acting; and (ii) carry out such checks as it deems necessary to detect and avoid anti-money laundering, terrorist financing, fraud or any other financial crime, in line with any applicable law or regulations.
   • Only upon submission of the documents requested pursuant to Clause 2 and completion of appropriate know your client and anti-money laundering checks by the Issuer will you be approved as a User of Jasper.
   • The Issuer reserves the right to approve or reject applications to become a User in its sole discretion without the need to provide explanation.
4. Registration and Security
   • To gain access to Jasper, you must complete the registration process, including the provision of the information that may be requested pursuant to Clause 2.
   • Upon registration you will be asked to set Log-In Details.
   • In registering to use Jasper and each time you access your account you represent. Warrant and acknowledge that:
     • access to and use of Jasper is at the sole discretion of the Issuer;
     • your use of Jasper is subject to these Terms of Service;
     • in respect of any Tokens which you hold, you are subject to the Terms and Conditions;
     • the Issuer makes no guarantees as to the availability of Jasper at any time or to any individual or entity and you understand that Jasper may not be available at all times;
     • Jasper and the Tokens make use of Third Party Software either open source or on a licenced basis and information you submit to Jasper may be shared with such Third Party Software and its licensor and you hereby consent to such disclosure;
     • Jasper and the Tokens are reliant on Third Party Software and a disruption to the availability of or other problem with such Third Party Software may impact the Issuer’s ability to operate;
     • in respect of Jasper and the Tokens and the Ethereum network upon which they are established, the network of miners will ultimately be in control of that network and that a majority of these miners could agree at any point to make changes to the network and/or to run a new version of such network. Such a scenario could impact your ability to use Jasper, receive Tokens or transfer or otherwise dispose of your Tokens as well as the ability of the Issuer to support the Tokens;
     • the Issuer may require you, on an ongoing basis, to provide such documentation as it may require to (i) reconfirm your identity and that of any entity on whose behalf you are acting; and (ii) carry out such checks as it deems necessary to detect and avoid anti-money laundering, terrorist financing, fraud or any other financial crime in line with any applicable law or regulations;
     • failure to provide any information requested by the Issuer in accordance with Clause 2.3 will result in removal of your access to Jasper and therefore as a User and that the Issuer shall have no liability in respect of any damages or losses incurred by you as a result of such removal;
     • your Log-In Details are personal to and you are required to maintain their confidentiality and will not share them with any individual or entity, regardless of whether you are acting on behalf of the same organisation;
     • you are responsible for the confidentiality of your Log-In Details, including enabling any appropriate security features and you will notify the Issuer immediately upon becoming aware of any possible breach of the confidentiality of your Log-In Details or other possible security breaches of Jasper;
     • you must keep the personal information associated with your registration on Jasper up to date, including, but not limited to your email address and other contact details; and
     • Jasper and the Issuer make use of Third Party Software. To the extent you also make use of such software in registering for use of or as a User of Jasper, you will be required to maintain such licences and/or permissions as are necessary for your use.

5. Minting of Tokens
   • Once you have been accepted as a User, you may place Mint Requests, provided that the Issuer is not obliged to accept any such Mint Requests.
   • In respect of any Mint Request, User’s will be required to provide the Issuer with details of the wallet or wallets from which they will be sending any Mint Payment and to which they would like to receive the requested Tokens. The Issuer will only accept a Mint Request to a particular wallet if the wallet details provided have been verified by the Issuer through the use of Third Party Software and are shown as whitelisted in Jasper for use by that User.
   • If a Mint Request is accepted by the Issuer, the requesting User shall transfer the Mint Payment to the Issuer at the wallet address provided to the User in Jasper, and only on receipt of such Mint Payment will the Tokens, the subject of the Mint Request be transferred to the relevant User.
   • The Issuer makes no representations or warranties as to the time it will take to process and accept or reject any Mint Request, receive any Mint Payment or transfer any Tokens to a User.
   • User’s may, through Jasper, elect to pay additional Gas in order to expedite the transfer of their Tokens but the Issuer make no promise as to the time at which such Tokens will be recorded in a User’s wallet. The Issuer requires 12 confirmations before initiating such a transfer. Please see the White Paper for additional information on confirmations, Gas, expected processing times and the Mint process more generally.
   • Even after receipt of Mint Payment, the Issuer may still reject a Mint Request and will return the Mint Payment to the User at the wallet from which they were received although no guarantee can be given as to the speed of such return of Mint Payment.
   • Upon submitting a Mint Request and receipt of the corresponding Tokens, you acknowledge that you and/or any entity on whose behalf you are acting will be bound by the Terms and Conditions in respect of any Tokens held, regardless of the wallet in which they are held.
   • Upon each submission of a Mint Request, you represent and warrant that:
     • you, and any entity on whose behalf you are acting, are not ordinarily resident in the Seychelles, Switzerland or the United States or on any country on the Prohibited List;
     • you have read and understood the Documents;
     • if an individual you are over 18 years’ old;
     • if acting on behalf any legal entity, such entity is duly incorporated in its jurisdiction of incorporated and you and any such entity are duly authorised to enter into and perform the obligations set out in these Terms of Service and the Terms and Conditions;
     • you have sufficient understanding of and information on the Tokens and Reference Assets including their functionality, usage, storage, transmission mechanisms and intricacies to be able to make an informed decision as to your submission of a Mint Request;
     • you understand that the Issuer is not obliged to accept any Mint Requests; and
     • you understand that transfers of Tokens or Mint Proceeds may be irreversible and that if you provide an incorrect wallet address or deliver the Mint Proceeds to an incorrect wallet the Issuer shall not be obliged to take any action to recover such Tokens or Mint Proceeds and you may not otherwise be able to reclaim any assets.

6. Burn Requests
   • Users may submit Burn Requests through Jasper, provided that the Issuer is under no obligation to accept any such Burn Requests.
   • The terms applicable to a Burn Request are as set out in Clause 5 of the Terms and Conditions.
   • Upon submission of a Burn Request, you represent and warrant that:
     • you and any entity on whose behalf you are acting are not ordinarily resident in the Seychelles, Switzerland or the United States or on any country on the Prohibited List;
     • you have read and understood the Documents;
     • if an individual you are over 18;
     • if acting on behalf any legal entity, such entity is duly incorporated in its jurisdiction of incorporated and you are duly authorised to enter into and perform the obligations set out in these Terms of Service and the Terms and Conditions; and
     • you have sufficient understanding of and information on the Tokens and Reference Assets including their functionality, usage, storage, transmission mechanisms and intricacies to be able to make an informed decision as to your submission of a Burn Request;
     • you understand that transfers of Tokens or Burn Proceeds may be irreversible and that if you provide an incorrect wallet address or deliver the Tokens the subject of a Burn Request to an incorrect wallet the Issuer shall not be obliged to take any action to recover such Tokens or Burn Proceeds and you may not otherwise be able to reclaim any assets; and
     • you understand that the Issuer is not obliged to accept any Burn Requests

7. Restrictions
   • You agree that you shall not:
     • submit any information to the Issuer through Jasper or otherwise that is false, misleading or inaccurate;
     • use any “deep-link”, “page-scrape”, “robot”, “spider”, “macro” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of Jasper or any information available through Jasper without the prior written consent of the Issuer, whether personal to you or otherwise, or in any way reproduce or circumvent the navigational structure or presentation of Jasper, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through it;
     • attempt to gain unauthorized access to any portion or feature of Jasper, or any other systems or networks connected to Jasper, or to any of the services offered on or through Jasper, by hacking, password “mining”, or any other illegitimate means;
     • probe, scan or test the vulnerability of Jasper or any network connected to Jasper, nor breach the security or authentication measures of Jasper or any network connected to Jasper;
     • reverse look-up, trace or seek to trace any information on any other User of or visitor to Jasper, whether working for the same organisation or not, including any Jasper account not owned by you, to its source, or exploit Jasper or any service or information, including any Third Party Software, made available or offered by or through Jasper, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by Jasper;
     • share your Log-In Details with another person or entity;
     • take any action that imposes an unreasonable or disproportionately large load on the infrastructure of Jasper or the Issuer’s systems or networks, or any systems or networks connected to Jasper;
     • use any device, software or routine to interfere or attempt to interfere with the proper working of Jasper or any transaction being conducted on Jasper, or with any other person’s use of the Jasper;
     • forge headers or otherwise manipulate identifiers in order to disguise their origin on or through Jasper;
     • pretend (e.g. through impersonation) that your are any other individual or entity;
     • use Jasper for any purpose that is unlawful or prohibited by these Terms of Service or the Terms and Conditions, or which infringes the rights of the Issuer or others; or
     • transfer any of your rights under these Terms of Service to any other person.

8. Indemnity
   • To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Issuer and its Affiliates including any, employees, officers, directors, contractors and any consultants thereof from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
     • your registration with or use of Jasper;
     • the performance or non-performance by you of your responsibilities or obligations under these Terms of Service or the Terms and Conditions;
     • a breach by you of any of the provisions of these Terms of Service or the Terms and Conditions; or
     • a breach by you of any rights of any other person or entity.
   • The Issuer reserves the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to the indemnity provided for in Clause 1.
   • The indemnity set out in this Clause 8 is in addition to, and not in lieu of, any other remedies that may be available to the Issuer against you under applicable law or regulation for any reason.
9. Disclaimers
   • To the maximum extent permitted by law, the Issuer gives and makes no warranties and representations relating to Jasper or the Tokens of any type (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
   • Jasper and the Tokens are each provided "as is" and on an "as available" basis. The Issuer does not represent or warrant that Jasper or the Tokens of any type are reliable, current, accurate or defect-free, meet your requirements, or that any defects with Jasper or any Token of any type will be corrected and the Issuer is not and shall not be under any obligation to update Jasper or any information contained thereon.
   • The Issuer cannot and does not represent or warrant that Jasper, the Tokens or the delivery, Mint, Burn or transfer mechanisms therefor are secure and free of errors, viruses and other malware, and gives no warranty or guaranty in that regard and you take responsibility for your own security, that of your personal details and your computers.
   • None of the Documents constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.
   • The Tokens are not and are not intended to be either securities or financial instruments.
   • No regulatory authority has examined or approved any of the information set out in the Documents and you cannot require that the Issuer take such action. The publication, distribution or dissemination of the Documents does not imply that applicable laws, regulatory requirements or rules have been complied with.
   • The Issuer reserves the right to alter, suspend or discontinue any part (or the whole of) Jasper including, but not limited to, any products and/or services available thereon.
   • The Issuer provides no representations or warranties in respect of its use, the suitability or availability of any Third Party Software.
10. Limitation of Liability
    • To the fullest extent permitted by applicable law, in no circumstances shall the Issuer or any of its Affiliates be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to:
      • your use of Jasper;
      • any failure by you to maintain the security of your Log-In Details and any use by another person of such Log-In Details;
      • any disruption or non-availability of Jasper.
      • any Third Party Software and the transfer of data thereto;
      • any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; or
      • the acquisition, storage, transfer or use of Tokens or otherwise related to the Documents, including these Terms of Service,

regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if the Issuer or any of its Affiliates have been advised of the possibility of such losses and regardless of whether such losses were foreseeable).

• The limitations and exclusions of liability set out in Clause 1 shall not limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.

11. Intellectual Property
    • Jasper and all Content included on Jasper is the property of the Issuer and its Affiliates or, in the case of any Third Party Software, other relevant third parties.
    • By your use of Jasper, you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights.
    • Nothing herein or on or in Jasper shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the Issuer’s prior written permission,
    • You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of the Issuer.
12. Enquiries as to the Status of Users
    • In addition to its rights under Clause 2.3, the Issuer may at any time, without any requirement to state a reason, give notice to a User requiring that User:
      • to certify, no later than the date (the User Notice Expiry Date) falling fifteen calendar days following the date on which the Issuer sends or transmits such requirement to that User whether that User is a Prohibited Investor (and if that User is a Prohibited Investor to notify the User of the number and type of Tokens in respect of which it is a Prohibited Investor); and
      • if that User asserts that it is not a Prohibited Investor in respect of all Tokens held by it, to provide to the Issuer by the User Notice Expiry Date a certificate in the form and executed in the manner determined by the Issuer that the User is not a Prohibited Investor

 in respect of certain Tokens held by it, specifying the number and type of Tokens in respect of which it is, and is not, a Prohibited Investor.

• The Issuer may provide to any regulatory or law enforcement authority copies of any enquiries made by it under this Clause 12 and any responses received from the User.
• The Issuer shall be entitled, save to the extent that it has made enquiry under this Clause 12, to assume that none of the Tokens are held by Prohibited Investors.

13. Data Protection
    • The Issuer may require you (or, if you hold an account as a company, the relevant staff within your organisation) to provide certain, or may collect directly from you or indirectly from third party sources through your use of Jasper, information and documents, which may contain your Personal Data.
    • Any Personal Data that the Issuer processes under these terms will be processed in compliance with all applicable Data Protection Laws, and in accordance with our Privacy Policy https://amun.com/privacy-policy or as may otherwise be required by applicable law or regulations.
14. Amendments
    • The Issuer may amend any portion of these Terms of Service at any time by posting the revised version of these Terms of Service on Jasper with an updated revision date. Any such amendments will become effective upon posting by the Issuer and shall apply on a going-forward basis.  In the event you are unhappy with any such modification, your sole and exclusive remedy is to terminate your use of Jasper and de-register as a User.  The Issuer shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms of Service.
    • These Terms of Service shall continue to apply to any modified version of Jasper and the Tokens unless it is expressly stated otherwise.
15. Severability, Entire Agreement and Assignment
    • If any term, clause or provision of these Terms of Service is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these Terms of Service without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms of Service, which shall remain in full force and effect.
    • These Terms of Service, and where stated herein the Terms and Conditions shall constitute the entire agreement between the Parties in relation to its subject matter. These Terms of Service replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Issuer, whether oral or written, public or private, in relation to that subject matter.
    • You acknowledge that you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of the Issuer in relation to your use of Jasper or the Tokens
    • Nothing in these Terms of Service shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and the Issuer, its Affiliates and/or other individuals or entities involved with Jasper or the Tokens.
    • The Issuer may assign or otherwise transfer its rights under these Terms of Service where it reasonably believes your rights will not be affected.
16. Governing Law/Jurisdictions
    • These Terms of Service are governed by, and shall be construed in accordance with, the laws of the Seychelles.
    • In relation to any proceedings in respect of these Terms of Service, Jasper and the Tokens, the Issuer submits to the jurisdiction of the courts of the Seychelles.

Schedule 1