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17VLT Fund · Ambersoft FZE LLC

Terms and Conditions

Date d’entrée en vigueur: June 3, 2026

Governing Law: DIFC Law · 17vlt.com/terms

1. Acceptance of Terms

These Terms and Conditions (“Terms”) govern your participation in and use of the 17VLT Fund platform (“Platform”) operated by Ambersoft FZE LLC (“Company,” “we,” or “us”), a Free Zone Entity incorporated under the laws of Ajman Media City Free Zone, UAE, License No. 5037.

These Terms are governed by DIFC Law, selected pursuant to the DIFC Courts Law (Amendment No. 1) 2011, independently of the Company’s place of incorporation. The specific terms of the commercial relationship between the Company and an accepted Founder — including profit share, IP assignment, publisher account management, and payment terms — are set out exclusively in the Master Cooperation Agreement (“MCA”) and its Exhibits, executed separately.

By applying to, enrolling in, or accessing the Platform, you (“Founder” or “you”) agree to be legally bound by these Terms. If you do not agree, you must not apply to or participate in the Platform.

2. Definitions

  • “Platform” means the 17VLT Fund digital platform, application portal, and associated services operated by the Company.
  • “Founder” means an individual accepted into and participating in the Platform.
  • “Tier” means a progression level (Tier 1 through Tier 6) within the Platform, reflecting revenue performance and the scope of services provided, as set out in the Annex to the MCA.
  • “MCA” means the Master Cooperation Agreement governing the specific commercial relationship between the Company and a Founder, including IP assignment, profit share, revenue distribution, payment terms, and publisher account management.
  • “Publisher Account” means an Apple Developer or Google Play Console account held by the Company through which a Founder’s mobile application is distributed.
  • “IP” means intellectual property, including applications, source code, trademarks, and associated rights.
  • “Profit Share Option” means the Founder’s contractual right to receive a percentage of Distributable Profit under the MCA. It is not an equity stake or ownership interest in the Company or any related entity prior to Tier 6 conversion.
  • “Confidential Information” means non-public business, technical, or financial information disclosed in connection with the Platform.

3. Eligibility and Application

3.1 Eligibility

To apply to the Platform, you must:

  • Be an individual founder operating or developing a mobile application
  • Be 18 years of age or older
  • Not be subject to any legal, regulatory, or contractual restrictions that would prevent participation
  • Not be listed on any sanctions list (OFAC, EU, UN, UK, or UAE)
  • Agree to complete KYC verification at the applicable tier

3.2 Application Process

Applications are submitted via the Platform. Submission does not guarantee acceptance. The Company reserves the right to accept or reject any application at its sole discretion, without obligation to provide reasons, and may decline to proceed with effectiveness at any stage prior to issuing written confirmation, without liability.

3.3 Representations

By applying, you represent and warrant that:

  • All information provided is true, accurate, and complete
  • You have the legal right to transfer publisher account access and assign IP rights as contemplated by the MCA
  • Your participation will not violate any third-party agreement or applicable law
  • You are the sole or authorised beneficial owner of the application(s) submitted

4. Platform Tiers and Progression

The Platform operates six (6) Tiers. Each Tier unlocks additional services, revenue participation, and obligations. Monthly revenue thresholds, profit share percentages, and service scope per Tier are set out in the Annex to the MCA. The Company shall not unreasonably delay Tier upgrade confirmation where the applicable thresholds have been met for two (2) consecutive months. Tier progression beyond Tier 2 requires completion of KYC verification. The Founder is not required to advance and may remain at any Tier indefinitely.

5. Publisher Account Management

5.1 Account Transfer

As part of the Platform’s publisher-of-record model, Founders transfer access to their Apple Developer and/or Google Play publisher accounts to the Company, as detailed in the MCA. The Company manages distribution, updates, and monetisation on behalf of the Founder in accordance with the MCA terms. The Founder does not access payment gateway credentials or merchant accounts; these are controlled exclusively by the Company as Seller of Record.

5.2 App Store Compliance

The Company and Founder each agree to comply with the applicable terms and policies of Apple and Google. The Founder represents that the application(s) transferred comply with all applicable app store guidelines and applicable law.

6. Intellectual Property

6.1 Ownership of Your IP

You retain full ownership of all intellectual property you created before joining the Platform and all IP you develop independently outside the scope of the MCA. Participation alone does not transfer any IP rights to the Company.

6.2 IP Assignment under MCA

With effect from the Effective Date of the MCA, you assign to the Company the IP Share — a percentage of all right, title, and interest in the Application’s IP equal to the Company’s profit share percentage at the entry Tier — pursuant to Exhibit A (IP Assignment Deed). The IP Share increases as you advance through Tiers. The scope, consideration, and conditions are governed exclusively by the MCA and Exhibit A. Nothing in these Terms constitutes an IP assignment absent a separately executed MCA.

6.3 Platform Materials

All frameworks, tools, templates, and materials provided by the Company remain the Company’s exclusive property. You are granted a limited, non-exclusive, non-transferable licence to use them solely in connection with your Platform participation. This licence terminates automatically upon termination of the MCA.

6.4 Portfolio and Promotional Rights

You grant the Company a non-exclusive, royalty-free licence to reference your name, app name, and a brief description of your project for portfolio listings, investor communications, and press releases. You may revoke this licence with 30 days’ written notice for future use. This licence does not permit the Company to make material changes to your product identity and does not limit your rights under the MCA.

7. Payments and Revenue

Revenue distributions, payment schedules, and the applicable profit share percentage are governed exclusively by the MCA. Distributions are paid within forty-five (45) days following actual receipt and clearance of funds by the Company from the applicable App Store or payment platform. The Company acts as Seller of Record for App Store and payment platform transactions. The Founder’s entitlement is a contractual right to a percentage of Distributable Profit as defined in the MCA, not an equity stake or ownership interest in the Company. The Company does not guarantee minimum revenue or distributions.

8. KYC and Compliance

Founders must complete identity verification at the tier specified in the MCA. The Company reserves the right to suspend or terminate Platform access pending completion of required KYC/AML checks. Founders must promptly notify the Company of any material change to their identity, beneficial ownership, or sanctions status within five (5) business days.

9. Confidentiality

9.1 Your Obligations

You will have access to Confidential Information about the Company, the Platform’s methodology, and potentially other Founders. You agree to keep all Confidential Information strictly confidential, use it only for Platform participation purposes, and not disclose it to any third party without prior written consent. Confidentiality obligations apply during the term and for seven (7) years post-termination; obligations in respect of trade secrets, including Platform methodology and IP acquisition structure, apply indefinitely.

9.2 Our Obligations

The Company treats your application materials, business data, and MCA terms as confidential and will not disclose them to third parties without your consent, except to service providers and regulatory authorities as required by applicable law.

9.3 Relationship to MCA Confidentiality Provisions

These Terms are supplemented by the confidentiality provisions in Article 14 of the MCA and the Company’s Confidentiality Policy (17vlt.com/confidentiality), which are incorporated by reference into the MCA. In the event of conflict, the MCA prevails over these Terms, and the MCA prevails over the Confidentiality Policy.

10. Acceptable Use

Founders must not:

  • Misrepresent ownership, revenue, or technical details of submitted applications
  • Submit applications that violate app store guidelines, third-party IP rights, or applicable law
  • Attempt to circumvent publisher account management or revenue distribution mechanisms
  • Use the Platform for any unlawful purpose, including money laundering or sanctions evasion
  • Interfere with the technical operation of the Platform
  • Engage in any hostile action against the Application, Fund infrastructure, or user interests as defined in Article 12 of the MCA

11. Suspension and Termination

11.1 By the Company

The Company reserves the right to suspend or terminate Platform access for: material breach of these Terms or the MCA; misrepresentation; failure to complete KYC; sanctions match; conduct detrimental to the Platform; or failure to meet applicable Tier obligations. Termination procedures, cure periods, and consequences are governed by Articles 12–13 of the MCA.

11.2 By the Founder

The Founder may terminate participation upon ninety (90) days’ written notice, subject to the exit terms in Article 13 of the MCA. Termination does not affect obligations accrued under an executed MCA, including IP assignment and revenue distribution terms, which survive termination per the MCA.

12. Limitation of Liability

The Company is a limited liability free zone entity. Its liability to the Founder is limited to the extent of the Company’s assets as a Free Zone Entity under applicable UAE law. No personal liability attaches to any officer, employee, or representative of the Company.

Neither Party is liable for any indirect, incidental, consequential, or punitive damages, including loss of revenue, data, or business opportunity; actions of app store platforms (Apple, Google); or interruption due to events outside reasonable control.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under DIFC Law.

13. Indemnification

You agree to indemnify and hold harmless the Company from any claims, damages, or expenses (including legal fees) arising from: your breach of these Terms or the MCA; your violation of applicable law; infringement of any third-party rights by your application or IP; or your negligence or wilful misconduct.

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by DIFC Law, selected pursuant to the DIFC Courts Law (Amendment No. 1) 2011, independently of the Company’s place of incorporation in the Ajman Media City Free Zone, UAE.

14.2 Amicable Resolution

The Parties agree to first attempt resolution through good-faith negotiation within thirty (30) days of written notice of a dispute.

14.3 Arbitration

If amicable resolution fails, disputes shall be finally resolved by arbitration under the rules of the Dubai International Arbitration Centre (DIAC), with the seat of arbitration in Dubai, UAE. The language of arbitration shall be English. Awards are binding and enforceable under the New York Convention (1958).

15. General Provisions

  • Entire Agreement: These Terms, together with the MCA and its Exhibits, constitute the entire agreement between the Parties regarding Platform participation.
  • Amendments: The Company may update these Terms with 14 days’ written notice. Continued use constitutes acceptance. Amendments to the MCA require written agreement of both Parties.
  • Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
  • Waiver: Failure to enforce any right does not constitute a waiver.
  • Assignment: You may not assign your rights under these Terms without prior written consent of the Company. The Company may assign to an affiliate or successor upon notice.
  • Force Majeure: Neither Party is liable for delays caused by circumstances beyond reasonable control, including app store platform policy changes.
  • Electronic Execution: The MCA and its Exhibits are executed electronically via a licensed e-signature service embedded in the Platform interface. Electronic signatures are valid and binding under DIFC Law.
  • Language: English is the governing language. In the event of any translation, the English text prevails.

16. Contact

17VLT Fund — Ambersoft FZE LLC

BLA-SP1-39, AMC Boulevard-A Building, Ajman Media City, UAE

Email: legal@17vlt.com

Website: 17vlt.com

17VLT Fund — Ambersoft FZE LLC · Terms and Conditions · June 3, 2026 · 17vlt.com

Terms and Conditions — 17VLT · 17VLT