Introduction
These Terms of Use (“Terms”) are entered into by and between you and SwapzHub LLC. (“Swapz”, “we” or “us”). These Terms govern your access to and use of swapz.app (the “Site”). By accessing or using the Site, you signify that you have read, understand, and agree to be bound by these Terms in their entirety. If you do not agree, you are not authorized to access or use the Site and should not use the Site. PLEASE NOTE: THE “DISPUTE RESOLUTION” SECTION OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND THE SWAPZ ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
These terms and conditions must be agreed to and understood by any user who wishes to use the website. By using the website, the user is confirming that they have read, understood and agree to be bound by these terms and conditions. If the user does not agree with these terms and conditions, they should refrain from using the website. It is recommended that the user read the privacy policy and AML policy before using the website to have a complete understanding of the terms and conditions that govern the use of the website.
The Company reserves the right to modify or amend these Terms, the Website or any content on the Website from time to time, including for security, legal or regulatory reasons, to reflect updates or changes to the service or functionality of the website. You are advised to check these terms periodically to ensure that you are aware of and are complying with the current versions. Changes are binding on users of the Website and will take effect immediately from posting of the revised documentation on the Website. You agree to be bound by such variation and your continued use of the website, tools and information made available shall constitute your acceptance of such variation.
The Company will indicate on the Website that the Terms have changed by uploading new Terms with an updated date. You accept that by doing so, we have provided you with sufficient notice of such change. The Company encourages you to seek professional advice regarding any tax and legal requirements with which you must comply in relation to you being a user of this website, and any here in accessible software, tools and services.
You acknowledge and confirm that you have read, understood, and agreed to provisions stipulated in the Privacy Policy, which shall explain how the Company treats your information and protects your privacy when accessing or using the Website. By accessing the Website, you hereby agree that the Company may collect and use your information provided as set forth in the Privacy Policy.
Your use of the Website and Swapz
The Company oversees Swapz development, decentralization and fair access, either directly or by engaging one or more connected or independent developer and services providers (“Service Providers”).
Swapz may integrate third-party services of convenience into its user interface (the “Third-party Services”). In such cases, this will be clearly highlighted by wording and/or graphical elements. The Company declines any responsibility over this third-party services and You use them at your sole risk, acknowledging that you read and accepted any relevant terms and conditions of the actual provider of such service.
You will comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of the Website and Swapz and will not use either for any unlawful purpose.
You shall be responsible for obtaining the data network access necessary to use the Website and Swapz. Your network’s data and rates and fees may apply if you access or use the Website from a wireless-enabled device, and you shall be responsible for such rates and fees.
You shall be responsible for acquiring and updating compatible hardware or device necessary to access and use the Website and Swapz. In addition, the Website, Swapz and any Third-Party Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
As electronic services are subject to interruption or breakdown, access to the website is offered on an “as is” and “as available” basis only;
The Company may, in its sole discretion, impose limits or restrictions on the use you make of the Website or Swapz. Further, for commercial, security, technical, maintenance, legal or regulatory reasons, or due to any breach of these Terms, the Company may withdraw the Website and or Your access to the Website at any time and without notice to You.
Intellectual Property
The section on Intellectual Property states that any remarks, suggestions, ideas, materials or other information provided by the user through the website will become the Company's intellectual property. The Company asserts ownership over all current and future intellectual property rights, including copyright, trademarks, design rights, database rights, and other similar rights in relation to the Website and Swapz, except for any intellectual property covered by open-source software licenses.
It is important to note that the Company does not guarantee that the content on the Website does not infringe on the rights of any third party. Therefore, users should be cautious about posting any content that may violate the intellectual property rights of others.
Prohibited Uses
Company has policies in place to not accept deposits or interactions from certain sources, such as mixing services, peer-to-peer and other exchanges without KYC screening, gambling sites, and darknet marketplaces. The Company reserves the right to freeze or close accounts and return funds if it detects deposits from these sources or any attempt to circumvent these policies. It is important for users to comply with these policies to ensure that their interactions with Swapz are legitimate and lawful.
Representations and Warranties
You hereby make the following representations and warranties to the Company:
You are the exclusive owner of any digital assets that you will use to interact in any way with Swapz; You validly undertake any actions or enter into any transaction with regard to these Terms; The digital assets that you will use to interact with Swapz shall not be derived from money laundering, terrorist financing, fraud, or any other illegal activities under any applicable law; You shall understand and be aware of risks associated with accessing or using Swapz and any Third-Party Services and you shall be fully liable at your own risk; You shall use Swapz in good faith and shall not use any of its elements for the purpose of concealing, or disguising the origin or nature of the proceeds derived from illegal or criminal activities; You shall be aware that you are subject to Tax regulation in your jurisdiction and shall be fully responsible for any filling/reporting and paying any tax as required by any applicable law or regulation. The Company shall not be responsible to compensate you for your tax obligations or advise you in relation to your tax issues. Any uncertainties and unpredictable matters in tax legislation with respect to digital assets may expose you to unknown or unforeseeable tax implications, for which the Company shall have no liability. Furthermore, you shall hold the Company harmless from any expenses and losses, resulting from any unknown or unforeseeable tax implications; You shall not breach any terms stipulated in these Terms, and the Privacy Policy, or any applicable laws and regulations in any relevant jurisdictions; You shall not interfere, intercept, or expropriate our network system, data, or information; You shall defend, indemnify, and hold harmless the Company, its affiliates, each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these Terms, or your use of Swapz in violation of these Terms and any applicable law or regulation;
You understand and acknowledge that Swapz is not a financial or payment service of any kind and in any jurisdiction. Any financial sounding terms found in the Website or in Swapz are used only as a basic reference, without any effective or legal meaning of the same terms in a regulated and/or traditional financial environment.
Each of the representations and warranties in these Terms shall survive and continue to have full force and effect after the execution of these Terms.
The Company makes no representation, warranty, or guarantee to you of any kind. Swapz is offered strictly on an as-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.
Risk Disclosure
By accessing or using the Website or Swapz, you expressly acknowledge and assume the following risks: Risk of loss in value as digital assets are not issued by any central banks or national, supra-national, or quasi-national organizations. They are also not backed by any hard assets or other credit. The value of digital assets is affected by several factors, including but not limited to:
All these factors may affect the value of digital assets, which may result in the permanent, partial or total loss of the value of a particular digital asset. No one shall be obliged to guarantee the liquidity or the market price of any of the digital assets You use to interact with Swapz. The volatility and unpredictability of the value of digital assets relative to government-issued currency may result in a significant loss over a short period of time.
The regulatory regime governing digital assets and the regulatory framework relating to digital assets remains unsettled, and any laws, regulations, or guidelines may be significantly revised and amended which shall materially and adversely affect the value of digital assets.
The Website and Swapz may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Company’s infrastructure network, which includes the Website. The Company is unable to anticipate when there would be the occurrence of hacks, cyber-attacks, mining attacks, including but not limited to double-spend attacks, majority mining power attacks and selfish-mining attacks, distributed denials of services or errors, vulnerabilities or defects in any component of the Website or Swapz or any related technology, including but not limited to smart contract technology. The Company is unable to detect these hacks as mentioned earlier, mining attacks, cyber-attacks, distributed denials of services errors vulnerabilities or defects in a timely manner and does not have sufficient resources to efficiently cope with multiple services incidents happening simultaneously or in rapid succession. In addition, the Website and Swapz could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the Company’s control. Although the Company has taken steps against malicious attacks, there can be no assurance that cyber-attacks, such as distributed denials of service, shall not be attempted in the future, and that the Company’s enhanced security measures shall be effective. Any significant breach of the Company’s security measures or other disruptions resulting in a compromise of the usability, stability and security of the Company’s network or services, including Swapz, may adversely affect also any related digital token.
The Company shall have no liability for any delay, error, interruption or failure to perform any obligation under these Terms where the delay or failure is directly or indirectly resulting from any causes beyond the Company’s control, including but not limited to:
You understand and agree that you use the Website and Swapz at your own risk. This clause is not exhaustive and does not disclose all the risks or potential risks that may be associated with digital assets and the use of Swapz. You are strongly recommended to carefully consider whether such use is suitable for you in light of your circumstances and financial positions.
Limitation of Liability
Notwithstanding any provision contained within these Terms, in no event, shall either Party be liable to the other for any type of incidental, special, exemplary, punitive, indirect or consequential damages, including but not limited to lost revenue, lost profits, replacement goods, loss of technology, loss of data, or interruption of loss of use of service or equipment, even if such Party was advised of the possibility of such damages, and whether arising under a theory of contract, tort, strict liability or otherwise.
The Company or of its affiliates shall not and shall never be liable for:
your own management or performance of your owned digital assets (including any reduction in the value); or any taxes or duties payable in whatever respect of your digital assets.
Except as expressly provided in these Terms, to the maximum extent permitted by any applicable law or regulation, the Company disclaims all other representations or warranties, express or implied, made to you, your affiliates or any other person, including without limitation any warranties regarding the quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any service or any goods provided incidental to Swapz under these Terms. The liabilities of the Company in respect of representations and warranties that are excluded under these Terms, at the Company’s sole option, is limited to any one of resupplying, replacing or repairing or paying the cost of the resupplying, replacement or repairing or paying the cost of resupplying the functions of Swapz in respect of which the breach occurred. In no event will the aggregate liability to the Company for any loss or damage arising in connection with Swapz exceed the fees levied by Swapz, if any, during the twelve (12) month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by any applicable law or regulation.
The Company shall have no liability for any Third-Party Services providers to You. The Company makes no representations or warranties whatsoever, expressed or implied, as to the accuracy, totality, timeliness, appropriateness, suitability, or vigour for any purpose or use of such Third-Party Services, products, services and information, customer and technical support or web presence or any of their presentations or representations. You shall acknowledge and agree that the Company shall not be liable in any way for the use of such Third-Party Services, such as third-party wallets.
Indemnification
You irrevocably undertake to fully indemnify and hold harmless the Company from and against any and all losses, claims, actions, proceedings, damages, demands, judgements, sums, liabilities, damages, costs, charges and expenses, including but not limited to any reasonable attorney’s fees, or penalties imposed by any regulatory authority, and reimbursements arising out of or related to the following situations:
Termination
These Terms shall be immediately terminated and not applicable to You if at any moment You do not use or interact with Swapz with any of your owned digital tokens.
No Financial Advice; No Legal Advice
The Company is not your broker, intermediary, agent, or legal advisor and has no fiduciary relationship or obligation to you in connection with any decisions or activities effected by you using Swapz.
No communication or information provided to you by the Company is intended as or shall be considered or construed as, investment advice, financial advice, legal advice, or any other sort of advice.
The Company shall not be liable for the decisions you make to access or use Swapz.
Governing Law
These Terms and the rights and obligations arising out of them or the access/use of the Website or Swapz shall be governed by and construed in accordance with the laws of St. Vincent and the Grenadines. The courts of St. Vincent and the Grenadines shall have exclusive jurisdiction to hear and determine any action or proceeding arising out of or in connection with these Terms and for that purpose both Parties irrevocably submit to the jurisdiction of the Courts of St. Vincent and the Grenadines.
Miscellaneous
Severability: If any provisions of these terms are found by the court of competent authorities to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
Variation of Terms: The Company has the right to revise these Terms, at our sole discretion at any time, and by using the Website and/or Swapz, you shall be expected to review such Terms regularly to ensure that you understand all provisions stipulated in these Terms.
Assignment: the Company shall be allowed to assign, transfer, and subcontract its right and/or obligations under these Terms without any notification or your consent required. You shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms without the prior written consent of the Company.
Entire Agreement: These Terms, including the Privacy Policy and any rules written or contained on Swapz, constitute the sole and entire agreement between the Company and you with respect to your use of the Website and Swapz and supersede other prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, both written and oral, between the Company and you with respect to such subject matter.
No Third-Party Rights: Nothing in these Terms shall be deemed to create any rights in any creditors or other persons, not a party hereto, and these Terms shall not be construed in any respect to be a contract in whole or in part for the benefit of any third parties.
Waiver: The failure of one Party to require performance of any provision shall not affect that Party’s right to require performance at any time thereafter. At the same time, the waiver of one Party to seek recovery for the other Party’s violation of these Terms of any provisions of applicable terms shall not constitute a waiver by that Party of any subsequent breach or violation by the other Party or of the provision itself.