Terms and Conditions

These Terms of Use (these "Terms") are entered into by and between Element Works S.A. (the "Company") and you, and are made effective as of the date of your use of the website at https://amulet.finance (the "Site") or the date of electronic acceptance thereof. These Terms set forth the general terms and conditions of your use of the Site or any other features, technologies or functionalities offered by us through the Site (the "Services"). Additional Terms and Conditions, Service Terms, policies or rules (the "Service Terms") may be published on the Site, which would govern the terms of the provision of certain specific services (including without limitation the "Amulet Finance" protocol (also known as “Amulet”) or certain digital asset related services) provided via the Site, which additional terms shall be in addition to (and not in lieu of) these Terms. In the event of a conflict between the provisions of the Service Terms and the provisions of these Terms, the provisions of the applicable Service Terms shall control.

The terms "we", "us" or "our" shall refer to the Company. The terms "you", "your", "User" or "customer" shall refer to any individual or entity who has accepted these Terms and/or uses the Site or Services thereon.

These Terms shall enter into force at the Time you first access the Site or use Services. If you disagree with any provision of these Terms you shall cease using the Site or any Services immediately. You have read, understood and agree with these Terms and any provisions thereof. If you are using Services on behalf of any entity, you are authorised to accept these Terms on such entity’s behalf and acknowledge that such entity shall be responsible for any damage arising out of a breach of these Terms by you or any other employee or agent of such entity (in such event references to "you" in these Terms refer jointly to you and such entity). You should read these Terms carefully before using the Site. By using the Site or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Site immediately.

These Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. You should access and use the Services only if you agree completely with these Terms.

1. Eligibility; Authority

1.1 This Site and the Services are available only to individuals or entities ("Users") who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (a) at least eighteen (18) years of age, (b) otherwise recognised as being able to form legally binding contracts under applicable law, or (c) are not a person barred from purchasing or receiving the Services found under the laws of Panama, the British Virgin Islands or other applicable jurisdiction(s).

1.2 If you are entering into these Terms on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in these Terms, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. The Company shall not be liable for any loss or damage resulting from the Company's reliance on any instruction, notice, document or communication reasonably believed by the Company to be genuine and originating from an authorised representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the Company reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of these Terms for transactions entered into by anyone acting as your agent, whether or not authorised by you.

2. Using the Site

2.1 You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site. We make no promise that the Site is appropriate or available for use in any location. If you choose to access the Site from any location, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.

2.2 The Company makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

2.3 As a condition of your use of the Site, you agree to comply with our acceptable use policy, and further agree that:

2.4 You will not collect or harvest (or permit anyone else to collect or harvest) any Amulet Content (as defined herein) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

2.5 You will not use this Site or the Services in a manner (as determined by the Company in its sole and absolute discretion) that: (a) is illegal, or promotes or encourages illegal activity; (b) promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material; (c) promotes, encourages or engages in terrorism, violence against people, animals, or property; (d) promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking; (e) promotes, encourages or engages in the sale or distribution of controlled substances or prescription medication without a valid prescription; (f) promotes or facilitates prostitution and/or sex trafficking; (g) infringes on the intellectual property rights of another User or any other person or entity; (h) violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity; (i) interferes with the operation of this Site or the Services found at this Site; (j) contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or (k) contains false or deceptive language, or unsubstantiated or comparative claims, regarding the Company or its services.

2.6 You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.

2.7 You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorised by the Company.

2.8 You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.

2.9 You will not access Amulet Content through any technology or means other than through this Site itself, or as the Company may designate.

2.10 You will not re-sell or provide the Services for a commercial purpose, including any of the Company's related technologies, without the Company's express prior written consent.

2.11 You will not circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Amulet Content) or enforce limitations on the use of this Site or the Services found at this Site, the Amulet Content or therein.

2.12 You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.

2.13 Without limiting any of the rights set forth elsewhere in these Terms, the Company expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services to any User (a) which breaches these Terms or any other Terms and Conditions, Service Terms, policies or rules may be published on the Site, or (b) who otherwise engages or has engaged in inappropriate or unlawful activity while utilising the Site or Services (as determined by the Company in its sole and absolute discretion).

2.14 We may prevent or suspend your access to the Site if you do not comply with these Terms or any applicable law.

3. Modification of Terms, Site or Services

3;1 The Company may, in its sole and absolute discretion, change or modify these Terms, and any policies or agreements which are incorporated herein, at any time.

3.2 We will provide notice of any amendment to these Terms by posting any revised document to the Site and updating the "Last updated" field above accordingly, or by any other method we deem appropriate. We are not obligated to provide notice by any other means. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent use of the Site and Services.

3.4 THE COMPANY RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES FOR THE SAME AT ANY TIME, INCLUDING WITHOUT LIMITATION IMPOSITION OF CHARGES OR ACCOUNT CREATION REQUIREMENTS.

3.5 Without prejudice to the generality of the foregoing, no changes to these Terms shall be valid or have any effect unless specifically agreed by the Company in writing.

4. License and Termination

4.1 We hereby grant you a limited, non-exclusive, non-transferable, revocable (at any time) license ("License") to access and make use of our Site and Services, and any content thereof. This License is subject to these Terms. Any other use of the Services and the Site not expressly permitted by these Terms is prohibited. All other rights are expressly reserved by us and our affiliates, contractors, agents, representatives, suppliers and licensors, and any of their directors, officers, employees, agents or representatives (collectively, the "Affiliates"). All copyright, any other intellectual property rights and any other rights to all content, including user-generated content, and other materials published on the Site and provided by our Services, including, but not limited to, APIs, logos, designs, content, text, graphics, pictures, information, data, software, sound files, any other files, and the selections and arrangements thereof (collectively, the "Amulet Content") are our proprietary property, intellectual property or otherwise belongs to us and/or our licensors or suppliers and are protected by law. This License does not permit you (a) any resale of Amulet Content or any portion thereof; (b) any distribution, public performance or public display of any Amulet Content or any portion thereof; (c) modifying or otherwise making any derivative works (uses) of the Amulet Content or any portion thereof; (d) claiming ownership, licensing, deconstruction, reverse engineering, altering, incorporating into any other works or websites, or otherwise exploiting any such content or functionality without our express prior written consent.

4.2 We may at our sole discretion at any time terminate, suspend (partly or in full) or otherwise limit your License, and the Services that may be provided to you, without prior notice or liability for any reason whatsoever, including, but not limited to, (a) in the case of any breach of any provision of these Terms and/or the Agreement, (b) when we are required by law to do so, (c) you are using the Site and/or the Services to scam other users or for any other unlawful purpose, or (d) change in applicable laws or regulations to the Services or our business. In the case of License termination, suspension or another limitation, your access to the Site and the Services will be accordingly cancelled or otherwise terminated or suspended. Nothing in these Terms or in any other communication or action by us or our Affiliates shall be taken as a waiver of any legal remedies available for any event causing termination. All provisions of these Terms which by their nature should survive termination shall survive termination, including (but not limited to) ownership provisions, disclaimers or limitations of obligations or liability, and indemnity.

5. Submitting Information to the Site

5.1 While we try to make sure that the Site is secure, we do not actively monitor or check whether information supplied to us through the Site is confidential, commercially sensitive or valuable.

5.2 Other than any personal information which will be dealt with in accordance with our Privacy Policy, we do not guarantee that information supplied to us through the Site will be kept confidential and we may use it on an unrestricted and free-of-charge basis as we reasonably see fit.

6. Accuracy of Information and Availability of the Site

6.1 We try to make sure that the Site is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Site will be fit or suitable for any purpose. Any reliance that you may place on the information on the Site is at your own risk.

6.2 We may suspend or terminate access or operation of the Site at any time as we see fit.

6.3 Amulet Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest, but has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Site and Amulet Content.

6.4 You acknowledge and agree that while we try to make sure that the Site is available for your use, from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

7. Hyperlinks and Third Party Sites

The Site may contain hyperlinks or references to third party advertising and websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third-party site and is at your own risk.

8. Your Privacy and Personal Information

8.1 Your privacy, personal and business information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy available at the Site, which are hereby incorporated by reference.

8.2 The Privacy Policy explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.

9. Disclaimer of Warranties and Guarantees. Limitation of Liability

9.1 We do not guarantee any level of performance or the continued, uninterrupted availability of the Services and the Site. We do not guarantee the accuracy of any information provided on the Site. We hereby disclaim all warranties and representations that not expressly made in these Terms. You agree that neither we nor any of our Affiliates in any case will be responsible whatsoever for any damages caused by the interception, loss or alteration to any information sent over the Internet or otherwise. We make no representation and do not warrant the safety of the Site and Services, and are not liable for any damages, lost value or stolen property, regardless of whether we were negligent in providing appropriate security.

9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US, (A) THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE SITE AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AVAILABILITY, TIMELINESS, QUALITY, STABILITY, ACCURACY OR COMPLETENESS OF THE SITE AND THE SERVICES OR RESULTS OBTAINED BY USING THE SITE AND THE SERVICES, AND QUALITY OF THE SITE AND THE SERVICES, (II) WE DO NOT REPRESENT OR WARRANT THAT THE SITE AND THE SERVICES ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SITE AND THE SERVICES WILL BE CORRECTED, AND (III) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SITE AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE AND OUR AFFILIATES ASSUME NO LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE OR THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED BY A REASON OF ANY DEFECT OF SOFTWARE OR BY A REASON ON OUR PART OR OUR AFFILIATES, ERROR- FREE OR WILL BE AVAILABLE, ACCESSIBLE, FUNCTIONAL TWENTY FOUR HOURS A DAY OR WILL BE FUNCTIONAL AS IT DESIGNED.

10. Limitation of Liability

10.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SITE AND SERVICES OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL OUR AND OUR AFFILIATES (JOINTLY) AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE OF THE SITE OR SERVICES, EXCEED THE AMOUNT OF FIFTY (50) EURO.

10.2 IN NO EVENT WILL OUR AND OUR AFFILIATES (JOINTLY) AGGREGATE LIABILITY OF FOR ANY DAMAGES THAT ARISES OUT OF, OR IS CONNECTED WITH, ANY OF THE OCCURRENCES DESCRIBED ABOVE EXCEED THE AMOUNT OF ONE HUNDRED (100) USD. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 9 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS INURE TO THE BENEFIT OF US AND OUR AFFILIATES.

11. Indemnity

You agree to protect, defend, indemnify and hold harmless the Company and its officers, directors, employees, agents, and third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by the Company directly or indirectly arising from: (a) your use of and access to this Site or the Services found at this Site; (b) your violation of any provision of these Terms or the policies or agreements which are incorporated herein; and/or (c) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this Section shall survive any termination or expiration of these Terms or your use of this Site or the Services found at this Site.

12. No thirdparty beneficiaries

Nothing in these Terms shall be deemed to confer any third-party rights or benefits.

13. English language controls

13.1 These Terms, along with all Service Terms identified above and incorporated herein by reference, are executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail.

13.2 Strictly only where the translated version is required to be provided to you and is deemed binding by law: (a) both language versions shall have equal validity; (b) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects; and (c) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the parties has been fully taken into consideration.

14. Successors and Assigns

These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

15. Notices

15.1 Any notices and communications posted by us on the Site will be considered as duly delivered once posted.

15.2 Please contact us at legal@amuletfoundation.org should you wish to contact us or ask any questions about these Terms or the Services, or to report any violations.

16. Titles and Headings; Independent Covenants; Severability

16.1 The titles and headings of these Terms are for convenience and ease of reference only and shall not be utilised in any way to construe or interpret these Terms as otherwise set forth herein. Each covenant and agreement in these Terms shall be construed for all purposes to be a separate and independent covenant or agreement.

16.2 If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

17. Governing Law and Disputes

17.1 The laws of British Virgin Islands shall govern all issues arising under or relating to these Terms, without giving effect to the conflict of laws principles thereof.

17.2 Should any dispute arising out of, or in connection with, these Terms, including any question regarding its existence, validity or termination, fail to be resolved amicably, such dispute shall be referred to and finally resolved by arbitration administered in accordance with the BVI IAC Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this Section 17.3 The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. Each party irrevocably submits to the jurisdiction and venue of such tribunal.

17.4 Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.