Last Updated: August 10, 2024

The following terms of use (the Terms of Use) are applicable to anyone requesting the creation or the redemption of all wrapped tokens (the Wrapped Tokens, each a Wrapped Token) created by Amun Limited SYC (the Creator). We will refer to anyone requesting the creation or redemption of a Wrapped Token as “User” and to the Users and the Creator together as “Parties.”  Please read these terms and conditions carefully, as they may affect your legal rights. By requesting the creation or redemption of a Wrapped Token, a User consents and agrees to these Terms of Use.

1. Creation and Sale of Wrapped Tokens
(a) In order to create and receive a Wrapped Token, a User must send a request (the Creation Request) to the Creator specifying the token(s) (including their amount) that shall serve as underlying token(s) to the Wrapped Token (the Underlying Token(s)). Creation Requests may only be submitted to the Creator via its proprietary operation system, Onyx, or any successor or different platform or manner selected by the Creator for such purposes (the Platform). The Creator is under no obligation to provide or maintain access of any Users to the Platform and may suspend or cease the operation of the Platform or the creation of Wrapped Tokens at any time and for any reason.
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(b) In order for a Creation Request to be considered by the Creator, the User must comply with all applicable processes and procedures set forth by the Creator.  The acceptance of a Creation Request is at the sole discretion of the Creator. The Creator is not obliged to accept or reject a Creation Request. If a Creation Request is accepted by the Creator via the Platform, the User must send the Underlying Token(s) to the specific wallet address(es) communicated by the Creator on the Platform. Upon acceptance of a Creation Request and receipt of the corresponding Underlying Tokens by the Creator, the Creator creates the Wrapped Token on the applicable blockchain and transfers such Wrapped Token to the wallet address provided by the User.  It is the sole obligation of the User to ensure that (i) the User sends the Underlying Token to the correct wallet address(es) communicated by the Creator; (ii) the wallet address provided by the User to receive the Wrapped Token is correct and (iii) that the wallet provided by the User to receive the Wrapped Token is capable of accepting the Wrapped Token.  The Creator’s obligation to deliver a Wrapped Token will be satisfied once the Wrapped Token has been transmitted to the wallet address provided by the User, and the Creator shall have no liability if the User provides an incorrect wallet address or if the wallet provided by the User is not capable of receiving the Wrapped Token.

(c) Underlying Tokens received by the Creator will be held in custody by a third party custodian. The custodian, not the Creator, will be responsible for any loss of any Underlying Tokens in the custody of the custodian.

(d) The Creator does not act as their agent or mandatee of User and does not owe any fiduciary or other duty to any User.  The only obligation of the Creator with respect to any Wrapped Token is with respect to any Redemption Requests as described herein.

2. Purpose and Regulatory Status of the Wrapped Tokens and Creator‍
(a) The User acknowledges and agrees that:

(i) the User is requesting the creation of a Wrapped Token to enable the User to use the Underlying Tokens that were issued on an applicable alternative blockchain;
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(ii) the User is not acquiring the Wrapped Tokens for investment purpose;
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(iii) neither the Creator nor the Wrapped Token are licensed, registered or authorized under any securities, collective investment schemes, banking or other financial market laws and are not supervised by any regulatory authority in any jurisdiction;

(iv) Users do not have the benefit of the specific investor protection provided by any securities, collective investment schemes, banking or other financial market laws;

(v) no action has been or will be taken by the Creator that would permit a public offering of any Wrapped Token or possession or distribution of any offering material in relation to any Wrapped Token in any jurisdiction where action for that purpose is required;

(vi) no offers, sales, resales, deliveries of any Wrapped Token or distribution of any offering material relating to any Wrapped Token may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Creator; and

(vii) the User will abide by all restrictions set forth in this Terms of Use, including but not limited to Section 5, at all times.
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3. Eligible Underlying Tokens
‍(a) Wrapped Tokens may only be created for tokens that are admitted by the Creator as eligible Underlying Tokens.

(b) The determination of the tokens that qualify as Underlying Tokens is in the sole discretion of the Creator (the Eligibility Criteria).

(c) The Creator has the right to seize, freeze, or pause the transfer of,  all Wrapped Tokens if required by applicable laws or regulations.
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(d) The admission of a token as an Underlying Token shall not to be considered or interpreted as an endorsement, recommendation, or promotion of such token by the Creator or any of its affiliates.
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4. Redemption of Wrapped Tokens
(a) Wrapped Tokens may be redeemed by Users provided they follow the policies and procedures proscribed by the Creator from time to time, unless honoring a Redemption Request would may result in the violation of any regulatory requirements, court orders, measures of any authorities or anti-money laundering or sanctions restrictions, or applicable laws or regulations.

(b) In order for a Redemption Request to be considered by the Creator, the User must comply with all applicable processes and procedures set forth by the Creator.  If a User wishes to redeem the Underlying Token(s), it must send a request (the Redemption Request) specifying the Wrapped Token(s) that it wishes to return to the Creator on the Platform. The acceptance of a Redemption Request is subject to a User complying with the Terms of Use and the applicable processes and procedures set by the Creator from time to time.  If a Redemption Request is accepted by the Creator via the Platform, the User must send the Wrapped Token(s) to the specific wallet address(es) communicated by the Creator on the Platform. Upon acceptance of a Redemption Request and receipt of the corresponding Wrapped Tokens by the Creator, the Creator will burn the Wrapped Token and transfer a corresponding amount of Underlying Tokens to the wallet address provided by the User.  It is the sole obligation of the User to ensure that (i) the User sends the Wrapped Token to the correct wallet address(es) communicated by the Creator; (ii) the wallet address provided by the User to receive the Underlying Token is correct and (iii) that the wallet provided by the User to receive the Underlying Token is capable of accepting the Underlying Token.  The Creator’s obligation to deliver a Underlying Token will be satisfied once the Underlying Token has been transmitted to the wallet address provided by the User, and the Creator shall have no liability if the User provides an incorrect wallet address or if the wallet provided by the User is not capable of receiving the Underlying Token.

(c) As of the date of these Terms of Use, the Creator will not permit Creation Requests or Redemption Requests for Users who are U.S. persons, as defined by applicable law and the Creator’s applicable processes and procedures.  This may be subject to change in the future, consistent with applicable law.‍

5. Prohibited Uses
(a) The User shall not commercialize, distribute, sell, offer for sale, promote, or market any Wrapped Token to any person or entity in the United States of America, or in any other jurisdiction where it is unlawful to do so or doing so would trigger any regulatory requirements, and will undertake all necessary steps that any such person or entity with whom it interacts with respect to Wrapped Token is not in any of the aforementioned jurisdictions.

(b) The User shall at all times ensure compliance with, and refrain from any actions that would result in the Creator becoming non-compliant with, applicable rules and regulations and securities, collective investment schemes, banking or other financial market laws restrictions, including (but not limited to) rules and regulations of the United States of America, the European Union, Seychelles, and Switzerland.

(c) The User shall not transfer to the Creator any Underlying Tokens that are subject to any regulatory requirements, court orders measures of any authorities or anti-money laundering or sanctions restrictions and ensure that such transfer is in compliance with all applicable laws and regulations.

6. Representations and Warranties of the User
‍Each time the User requests the creation of a Wrapped Token, the User represents and warrants that:
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(a) it is legally permitted to purchase and receive the Wrapped Token(s);

(b) it has the necessary knowledge and experience to be able to assess the risks associated with the Wrapped Tokens and is able to bear the risks associated with the Wrapped Token;

(c) is the legal and beneficial owner of the Underlying Token(s) that it transfer to the Creator and legally permitted to perform such transfer; and

(d) none of the Underlying Tokens that it has transferred or will transfer to the Creator is subject to any regulatory requirements, court orders, measures of any authorities or anti-money laundering or sanctions restrictions and such transfer is in compliance with all applicable laws and regulations.

Each time the User requests the creation or redemption of a Wrapped Token, the User represents and warrants that:

(a) it is legally permitted to receive the Wrapped Token(s) and/or Underlying Token(s);

(b) is the legal and beneficial owner of the Underlying Tokens(s) and/or Wrapped Token(s) that it transfers to the Creator and is legally permitted to perform such transfer; and

(c) none of the Underlying Token(s) and/or Wrapped Token(s) that it has transferred or will transfer to the Creator are subject to any regulatory requirements, court orders, measures of any authorities or anti-money laundering or sanctions restrictions and such transfer is in compliance with all applicable laws and regulations.

7. Use of Underlying Tokens by Creator
(a) The Underlying Tokens will be held at a custodian, and each Wrapped Token represents the right to receive the amount of Underlying Tokens equal to the ratio of Wrapped Tokens to Underlying Tokens applicable to the particular Wrapped Token.

(b) The User has no right or claim to receive (in full or in part) any (realized or non-realized) yields, rewards (including, without limitation, staking rewards) or gains that result from any use or disposal of the Underlying Token.

8. Liability
The User is purchasing and holding the Wrapped Token(s) at its sole risk and explicitly agrees that the Wrapped Token(s) (or any Underlying Tokens in case of a return of the relevant Wrapped Token) are provided without warranties of any kind, whether express or implied. To the extent permitted by law, the Creator excludes, and the User agrees to hold the Creator harmless against, any liability for any claims, costs, expenses or damages in of any kind in connection with the creation, holding, transfer, use, redemption, loss or operation of the Wrapped Token(s) (or any Underlying Tokens in case of a return of the relevant Wrapped Token).

9. Taxation
The Creator makes no representation or warranty concerning the tax implications of the creation, transfer or holding of a Wrapped Token. The User bears the sole responsibility to determine if the purchase or holding of a Wrapped Token, or the potential appreciation or depreciation in the value of a Wrapped Token over time has tax implications for the User.

10. Substitution
The Creator may at any time, without the consent of the User, substitute itself as Creator of the Wrapped Token(s) with any third party (the New Creator). If such substitution occurs, then any reference in these Terms of Use to the Creator shall be construed as a reference to the New Creator. In connection with any exercise by the Creator of the right of substitution, the Creator shall not be obliged to carry any consequences suffered by the User as a result of the exercise of such right and, accordingly, the User shall not be entitled to have any rights or claims against the Creator in respect of any consequence.

11. General Provisions
a. Entire Agreement
These Terms of Use, and any other documents referred to herein, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersede all prior oral or written agreements and understandings of the Parties relating to such subject matter.

b. Severability
‍Should any part or provision of these Terms of Use be, be held, or become illegal, invalid or unenforceable in any respect by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the legality, validity or enforceability of the remaining provisions of these Terms of Use shall nonetheless remain valid and not in any way be affected or impaired. In such case, the Parties shall replace the illegal, invalid or unenforceable provision with such valid and enforceable provision which best reflects the commercial and legal purpose of the replaced provision and shall execute all agreements and documents required in this connection.

c. Amendments of the Terms of Use
The Creator retains the right to unilaterally and without notice to User change, modify, or otherwise alter the terms of these Terms of Use, at any time and for any reason.  The amendments shall be deemed to have been accepted by the User simply by virtue of User’s holding, minting, burning, purchasing, selling, or otherwise transacting a Wrapped Token.

d. Assignments and Transfer or Rights and Obligations
The User is not entitled to assign or otherwise transfer these Terms of Use and all or any of its rights and obligations hereunder. The Creator may assign these Terms of Use and all or any of its rights and obligations hereunder to any third party without the User's consent.

e. Governing law and jurisdiction
The Wrapped Token(s) are governed by, and shall be construed in accordance with, the laws of Switzerland (without reference to the principles of conflicts of law rules).

In relation to any proceedings in respect of the Wrapped Token, the Parties submit to the jurisdiction of the courts of the City of Zurich, the place of jurisdiction being Zurich 1.