Terms of Use

1. SwapDelux Platform

The SwapDelux Platform (hereinafter referred to as the “Platform”, “we” or “us”) registered as swapdelux ltd on the Room 303, lle Du Port, Mahe, Seychelles (IBC # 242753) allows its users (hereinafter referred to as “the Users” or “you”) to Top ups, Exchange and Transfers (as defined herein) and also provides other services related to Digital Assets (the “Services”). For convenience, you and us are hereby collectively referred to as “both Parties” and individually as “each Party”.

The Platform is an ecosystem comprising the Platform’s websites, mobile applications, clients and other applications that are developed to offer the Services, and includes independently operated platforms, websites and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and this Agreement, the respective applicable terms of such platforms shall prevail.

“Operators of system” refer to all parties that run the Platform, including but not limited to legal persons, unincorporated organizations and teams that provide the Services and are responsible for such Services. For the avoidance of doubt, the “Platform”, “we” or “us” includes the Operators of system. Under this Agreement, the SwapDelux Operators may change as our business adjusts, in which case the changed operators shall perform their obligations under this Agreement and provide the Services to you, and such change does not affect your rights and interests under this Agreement. Additionally, the scope of Operators of system may be expanded due to the provision of new Services, in which case, if you continue to use the Services, it is deemed that you have agreed to jointly execute this Agreement with the newly added Operators of system. In case of a dispute, you shall determine the entities by which this Agreement are performed with you and the counterparties of the dispute, depending on the specific Services that you use and the particular actions that affect your rights or interests.

You understand that this Website (as defined herein) is only intended to serve as a platform for you to use the Services. You shall, at your sole discretion, carefully assess the authenticity, legality and validity of relevant Digital Assets and/or information, and solely bear the responsibilities and losses that may arise therefrom.

Any opinions, information, discussion, analysis, prices and other information we display on this Platform shall not be construed as investment advice. We shall not be liable for any loss arising directly or indirectly from reliance on the above mentioned information, including but not limited to, any loss of profits.

Unless you have an Account (as defined herein) with the Platform, you shall not use the Services intended to be provided to Users with an Account.

1.1 Risks

By using the Services through the Platform, you accept the risks associated with such Services. We emphasize that:

(i) Digital Assets available on the Platform may not be issued by us, financial institutions or other legal entities;

(ii) the market for Digital Assets is new, uncertain and may not grow;

(iii) Digital Assets are highly speculative in nature and are not as established as other asset classes;

(iv) Digital Assets are volatile and are traded continuously with no limitations on price fluctuations;

(v) trading in Digital Assets may lead to a partial or total loss in your capital;

(vi) actions by third parties such as market makers or governments may have a large impact on Digital Assets;

(vii) Digital Asset trading is not suitable for the vast majority of people;

(viii) although we strive to comply with all applicable laws, rules and regulations, we may not be regulated in all jurisdictions that we operate in; and

(ix) there may be other unpredictable aside from the abovementioned.

Please consider your own financial position before using the Services and if necessary, seek independent legal, financial, tax, accounting or other advice.

1.2 Restricted Jurisdictions

USERS FROM THE FOLLOWING JURISDICTIONS ARE PROHIBITED FROM USING ALL SERVICES: THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM. THE LIST OF RESTRICTED JURISDICTIONS MAY CHANGE AND DIFFER ACCORDING TO CHANGES IN OUR POLICIES AND THE SERVICES WE OFFER TO A PARTICULAR JURISDICTION. IN THE EVENT OF SUCH CHANGE, WE MAY NOT PROVIDE NOTICE TO YOU. YOU ARE REQUIRED TO REFER TO THE LATEST INFORMATION ON THIS AGREEMENT TO BE INFORMED OF SUCH CHANGES.

2. General Terms

The user agreement, as updated from time to time (hereinafter referred to as “this Agreement” or “these terms and conditions”) consists of this user agreement, Appendices, the Privacy Policy, the Fiat Rules, the KYC and AML Policies, the user agreements or terms and conditions of each Service and any other guidelines, rules, statements and instructions published on the Platform from time to time.

You shall read this Agreement carefully before using the Platform to access the Services and seek independent legal advice if necessary. If you do not agree with or understand this Agreement, please log out of your Account immediately and cease to use the Services. By clicking on “I Agree”, creating an Account, obtaining your Account identification number and creating a password, logging into your Account or using the Services, you shall be deemed to have understood, bound by and agreed in full with the Agreement, including any modifications made to this Agreement from time to time.

It is your responsibility to abide by your local laws in relation to the use of the Services as well as all applicable laws, rules and regulations. By using the Services, you confirm and acknowledge that all your funds come from legitimate sources and do not originate from illegal activities. You agree that we shall have the right to collect and provide the necessary information to the relevant authorities to verify the legality of the source of funds and your use of funds.

All headings herein are exclusively for the convenience of wording and are not intended to expand or limit the content or scope of the terms and conditions of this Agreement. All information on the Platform and this Agreement are provided on an “as is” and “as available” basis, with no further promises made by us. Headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

3. Definitions

“Account” means your account with the Platform.

“Agreement” means the SWAPDELUX Platform User Agreement.

The “Appendices” set out the individual product service agreements made available by the Platform to Users.

“AML/CTF” means anti-money laundering/counter terrorism financing.

“Business Days” means a day other than a Saturday, Sunday or a day gazetted as a public holiday when the banks are open for the transaction of business.

“Digital Assets” means a digital representation of value that can be digitally transferred, stored which is supported by the Platform.

“Exchange Rate” has the meaning as described in clause 7.1.

“Fiat Exchange” means depositing of fiat currencies into an Account, quick exchange to another fiat through liquidity providers or through a third-party platform.

“ICC International Court of Arbitration” has the meaning as described in clause 17.10.

“Identification Information” has the meaning as described in clause 10.

“Intellectual Property” has the meaning as described in clause 11.

“Internal Resolution” has the meaning as described in clause 17.10.

“Login Details” has the meaning as described in clause 4.3.

“Party” means each party to this Agreement, which are the Users and the Platform.

“Platform” means the SwapDelux Platform.

“Pre-Closing Period” has the meaning as described in clause 4.4.

“Registration Data” has the meaning as described in clause 4.1.

“Sell Price” has the meaning as described in clause 7.1.

“Services” means the products and services offered to Users through the Platform, as described in the Appendices.

“Exchange Fee” has the meaning as described in clause 8.

“Transaction” has the meaning as described in clause 4.2.

“Users” means users of the SwapDelux Platform.

“Website” means the website or other gateways, such as the mobile application, where Users can access the Platform to use the Services.

4. Account

4.1 Account Creation

To be eligible to create an Account, you confirm that you are a natural person, a legal person or any other entity with the authority to enter into this agreement and use the Services in compliance with all applicable laws, rules and regulations. You shall not create and Account for the purposes of violating any applicable laws, rules and regulations and/or undermine the Services provided on the Platform.

Should you not be eligible to create an Account, we reserve the right to refuse your registration for an Account and if you have already created an Account, we shall have the right to suspend, terminate and/or close your account without any advance notice to you and hold you accountable for any adverse consequences arising therefrom. We reserve the right to reject any applications to create an Account at our sole discretion, including, but not limited to Accounts relating to political and/or public figures or to comply with AML/CTF laws and regulations.

To create an Account, you shall provide, where necessary:

(i) a valid email address;

(ii) a mobile phone number;

(iii) your real name;

(iv) identification documentation; and

(v) any other information as required by us to create and maintain your Account, together, the “Registration Data”.

In the event where your mobile phone number requires any registration with your real name, you shall complete such registration process before providing the mobile phone number to us. You shall be responsible for and bear any losses, direct or indirect, and any adverse consequences arising from the lack of such registration.

You are responsible for updating the Registration Data and ensure that it is accurate at all times. You shall be responsible for the authenticity, integrity and accuracy of the Registration Data and bear any direct or indirect loss and adverse consequences arising from any inaccuracies of your Registration Data.

After we verify and approve the creation of your Account, you will receive an account identification number and password which you can use to use the Services. You agree to receive emails and/or messages sent by us relating to the management and operation of the Platform.

4.2 Account Usage

You have the right to use your Account to access the Platform to use the Services, including:

(i) to browse the real-time quotes and transaction information of Digital Asset products on this Website;

(ii) to submit digital asset transactions, whether to trade or otherwise (each, a “Transaction”) instructions;

(iii) to complete Transactions;

(iv) view the information provided to Users with your Account;

(v) participate in activities organized by us in accordance with the relevant rules of the activity; and/or

(vi) other Services that we may offer to you from time to time.

4.3 Account Security

You are solely responsible for the login details associated with your account, including your username, password, mobile number, Transaction passwords and verification codes received through your mobile phone (“Login Details”). If your Login Details are compromised and/or your account has been accessed by an unauthorized third party, you may inform us immediately to request a suspension of your Account. After receiving such request, we shall act on your request within a reasonable period. However, we shall not be liable for any consequences before the suspension of your Account.

Unless with our consent, you shall not assign your Account to any other person, whether through a donation, loan, lease, transfer or otherwise.

We are under no obligation to issue any replacement Digital Assets in the event that any Digital Assets, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.

4.4 Suspension, Termination or Closure

We reserve the right to suspend certain or all Services to your Account, freeze the Digital Assets in your Account, terminate your Account, close your Account and/or notify the relevant authorities (“Dealing with your Accounts”) if:

(i) we reasonably believe that we need to do so in order to protect our reputation;

(ii) use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;

(iii) you are from a restricted jurisdiction as stated in clause 1.2;

(iv) you are not eligible to create an Account in accordance with clause 4.1;

(v) when you create an Account on behalf of a legal entity and you are not an authorized person to act on behalf of such legal entity;

(vi) we decide, in our sole discretion, that you are not suitable to use the Services;

(vii) you are not the person as stated in the Registration Data associated with your Account;

(viii) you do not log into your Account for an uninterrupted period of 1 year;

(ix) you use your Account to engage in illegal or illegitimate activities, such as money laundering and bribery;

(x) you use your Account to engage in market manipulative activities, improper transactions or other illicit trading activities such as money laundering, smuggling and commercial bribery; and/or

(xi) you are in breach of this Agreement or any other applicable laws, rules and regulations.

Notwithstanding the above, we reserve the right to close and terminate your account by providing you with 7 Business Days’ notice. Thereafter, you shall have 7 Business Days to take any necessary actions, including canceling any orders or closing your positions (“Pre-Closing Period”). After the end of the Pre-Closing Period, we shall have the right to cancel your orders, close your positions and return the Digital Assets in your Account to you. Notwithstanding anything in this Agreement, if your Account has been closed in accordance with this clause, all remaining account balance (which includes charges and liabilities owed to us) will be immediately payable to us.

We shall not be liable for any adverse consequences and/or losses associated with our Dealing with your Accounts.

We maintain full custody of the Digital Assets, funds and User information/data which may be turned over to governmental authorities in the event of an Account’s suspension or closure arising from fraud investigations, investigations of violation of law or violation of this Agreement.

5. Deposits, Custody, Withdrawals and Transfers

The Services are available only in connection with the fiat Assets that we support and liquidity, which may change from time to time. Under no circumstances should you use your Account to store, send, request or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Account for Digital Assets that we do not support. We provide the Services to you and we are not a party to any Transactions of Digital Assets as a buyer or seller. The Services do not include any deposit, withdrawal or custody of any fiat currencies.

All fiat Assets held in your Account are held by our agents on a custodial basis. This means that:

(i) title to the fiat Assets shall remain with you and not transfer to us. As the owner of the fiat Assets is your Account, you shall bear all risk of loss of such fiat Assets. We do not represent or treat assets in Accounts as belonging to us;

(ii) we may not grant a security interest in the fiat Assets held in your Account;

(iii) except as required by relevant authorities or otherwise stated in this Agreement, we will not sell, transfer, loan, hypothecate or otherwise alienate the assets in your Account unless instructed by you or compelled by a court of competent jurisdiction to do so;

(iv) you control the Digital Assets in your Account. At any time, subject to outages, downtime and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address controlled by you or a third party;

We reserve the right to set and adjust the limits on daily exchange or transfer volume based on our internal considerations.

6. Digital Asset Networks

6.1 Digital Asset Transactions

We will process Transfer in accordance with the instructions we receive from you. You should verify all transfer information prior to submitting instructions to us. Transfer CAN’T BE ROLLBACK!!!

FOR TRANSFER MAY BE CHARGED BY A COMMISSION SET BY THE TRANSLATION CONTRACTOR (AGENT)

We may charge network fees (“miner fees”) to process a Transaction on your behalf. We will calculate the miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorize the Digital Asset Transaction. When you or a third party sends Digital Assets to an Account from an external wallet not hosted on the Platform, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees in order for the transaction to be completed successfully. Non-payment of miner fees may cause your Transaction to remain in a pending state outside of our control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such Transactions.

Once submitted to a Digital Asset network, a Transaction will be unconfirmed for a period of time pending sufficient confirmation of the Transaction by the Digital Asset network. A Transaction is not complete while it is in a pending state. Digital Asset associated with Transactions that are in a pending state will be designated accordingly and will not be included in your Account balance or be available to conduct Transactions until confirmed by the network.

We may also refuse to process or cancel any pending Transaction as required by law, regulation or any court or other authority to which we are subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.

6.2 Operation of Digital Asset Protocols

We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on the Platform. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.

We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Account may change.

In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (“forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Account. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by us in determining whether to continue to transact in the affected Digital Asset using your Account. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of assets held on the Platform, including temporarily suspending operations for the involved digital asset(s), and other necessary steps.

We will use our best efforts to provide you notice of our response to any material operating change. However, such changes are outside of our control and may occur without notice to us. Our response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, or other actions.

You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that we are not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that we have sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported assets or protocols.

7. Exchange Rules

You shall comply with the following rules when exchange on the Platform:

(i) you shall read, understand and accept in full the information on the Platform before executing your exchange;

7.1 Exchange Rates

Each purchase or sale of fiat Assets is also subject to the Exchange Rate for the given Transaction. The "Exchange Rate" means the price of a given supported fiat Asset in fiat currency as quoted on the Platform.

8. Fees

You agree to be responsible for the payment of and pay all fees. Each exchange on Platform is subject to a fee (“Exchange Fee”). We may adjust our Exchange Fees at any time.

9. Compliance

Our KYC and AML/CTF policies are intended to comply with international laws and standards with regards to KYC and AML/CTF, including the laws of your local jurisdiction. We shall comply with our KYC and AML/CTF polices and use best efforts to adopt measures and technology to provide you the Services in a safe and secure manner to prevent any losses due to money laundering.

You authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a Transaction before permitting you to use further Services and/or before permitting you to engage in Transactions beyond certain volume limits.

If we are informed that any Assets or funds received by your Account are stolen or otherwise are not lawfully possessed by you, we may, but have no obligation to, place an administrative hold on the affected funds and your Account. If we enact an administrative hold on some or all of your Assets or funds or Account, we may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to us has been provided in a form acceptable to us. We will not involve ourselves in any such dispute or the resolution of the dispute. You agree that we will have no liability or responsibility for any such hold, or for your inability to withdraw Assets or funds or execute trades during the period of any such hold.

10. KYC and AML/CTF

In relation to KYC and AML/CTF, we:

(i) shall promulgate and update our KYC and AML/CTF policies to meet the standards set by applicable laws, rules and regulations;

(ii) shall promulgate and update the guidelines and rules relating to the operation of this Platform and our staff shall facilitate the provision of the Services to you in accordance with such guidelines and rules;

(iii) shall design and execute procedures for transaction monitoring and control, which includes, but is not limited to rigorous identity authentication procedures, and maintain a dedicated team to address AML;

(iv) adopt a risk-based approach to due diligence and supervision of our Users;

(v) have the right to review and inspect the transactions to, from and on our Platform;

(vi) shall have the right to report Transactions that we deem in our sole discretion to be suspicious to the relevant authorities; and

(vii) shall maintain the Registration Data and Identification Information (as defined herein) for a minimum of 6 years.

Where you are an individual, we shall collect certain information from you, including, but not limited to, your:

(i) name;

(ii) address (and permanent address if it differs from your address). Your address (or permanent address) shall be verified in the manner prescribed by us;

(iii) valid email address;

(iv) date of birth;

(v) nationality;

(vi) photograph of you with your identification documents;

(vii) official identification documents, including passports, identify cards (both front and back) and other identification documents issued by the relevant authorities; and

(viii) other information that we may request from you from time to time, the “Personal Identification Information”.

Where you are a legal entity other than an individual, we shall collect certain information from you, including, but not limited to, your:

(i) registration and incorporation documents;

(ii) articles of association or memorandum;

(iii) ownership structure and description of such ownership structure;

(iv) board resolution designating your authorized person responsible for the Account;

(v) identification documents of the directors, major shareholders and the authorized person(s). Generally, shareholders holding 10% or more of the relevant entity’s voting power is required to be identified;

(vi) your address; and

(vii) other information that we may request from you from time to time,

the “Corporate Identification Information” and together with the Personal Identification Information, the “Identification Information”.

Identification Information that we request from you may vary according to your jurisdiction and we also may require you to notarise copies of documents you provide to us. We shall have the right to request the notarised translation of your Identification Information to English if your Identification Information is not provided in other language.

10.1 Transaction Reporting

We shall monitor the activity of your Account for suspicious transactions. If we determine a suspicious transaction relating to your Account, we may suspend, halt or terminate the transaction, reverse the transaction and/or report the transaction to the relevant authorities, without notice to you. Any action we take in response to a suspicious transaction shall not result in a breach of this Agreement.

11. Intellectual Property Rights

All intellectual property relating to the Platform, including, but not limited to website name, goodwill, trademarks, logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) (“Intellectual Property”) shall be owned by us. You shall not copy, modify, transmit or use any of the Intellectual Property for commercial purposes. Your use of the Services does not grant you any rights over the Intellectual Property.

Upon acceptance of this Agreement, it shall be deemed that you have transferred and assigned exclusively and free of charge to us all copyright of any form of information that you publish on this Website, including, but not limited to copyrights, distribution rights, lease rights, exhibition rights, performance rights, projection rights, broadcasting rights, information network dissemination rights, shooting rights, adaptation rights, translation rights, compilation rights and other transferable rights that copyright owners are entitled to, and we shall have the right to sue for any infringement on such copyright and obtain full compensation for such infringement. This Agreement shall apply to any content that is published by you on this Website and is protected by copyright law, regardless of whether the content is generated before or after the signing of this Agreement.

You shall not illegally use or dispose of our or any other person’s Intellectual Property when you use the Services. You may not publish or authorize other websites or media to use the Intellectual Property in any manner whatsoever.

12. Rights and Obligations

Notwithstanding anything in this Agreement, we reserve the right, in our sole discretion:

(i) where there are errors or updates, to amend information displayed on the Website;

(ii) to modify, suspend or terminate any or all of the Services offered at any time without prior notice to you. In the event of such termination, it will take effect on the date of the announcement of the termination on the Website;

(iii) suspend or permanently terminate your access to your Account, the Platform or your use of any or all the Services;

(iv) if we suspect or determine that the information you provide to us is wrong, untrue, invalid and/or incomplete, notify you to correct or update the information you provide to us and provided that you do not correct and update the relevant information, suspend or terminate the provision of Services to you;

(v) delete any content or information on the Platform which does not comply with applicable laws, rules and regulations without prior notice to you;

(vi) in accordance with applicable laws, rules and regulations, request information from you. You shall have an obligation to assist us with such request; and

(vii) in the interest of Users, under special circumstances which hinders the provision of Services on the Platform, such as a system failure, network failure or in extreme market conditions, to amend the Services provided. You shall be informed of such amendments through announcements on the Website.

Unless otherwise stated in this Agreement, we shall:

(i) use necessary technical means and management measures to ensure the normal operation of the Platform and provide a necessary and reliable environment for your use of the Services;

(ii) maintain the provision of Services to you;

(iii) ensure the security of your Assets by strengthening our technical capabilities and enhancing our security measures; and

(iv) provide you with advance notice regarding foreseeable security risks relating to your Account.

13. Representations and Warranties

By agreeing to this Agreement, you represent, warrant and/or undertake that:

(i) you have not been previously suspended or removed from using the Services;

(ii) you are of statutory age, have the capacity and are authorized to enter into this Agreement and use the Services as required by all applicable laws, rules and regulations;

(iii) your use of the Services and your Account activity is in compliance with all applicable laws, rules and regulations;

(iv) all your Digital Assets are legally acquired and owned by you;

(v) you are solely liable for the actions taken using your Account;

(vi) you are responsible for all profits, losses or liabilities arising from your transactions and use of your Account;

(vii) all the information you provide to us is true, accurate and complete;

(viii) you shall make the relevant reports to authorities for taxation purposes;

(ix) you shall refrain from engaging in any illegal activity through your use of the Services;

(x) you shall always refrain from engaging in or participating in any act or activity that damages the interests of the Platform, whether or not in connection with the Services provided by this Website;

(xi) you shall not act in a way that is contrary to the intended use of the Platform, such as facilitating the illegal transfer of information, spread false information about the Platform, actions that infringe on our rights or the rights of other Users, invitations to pyramid schemes or falsifying and relaying such false information to us or other Users;

(xii) you shall not maliciously interfere with the normal operations of the Platform or other Users’ use of the Services, whether through technical means or otherwise;

(xiii) you shall not state or spread false defamatory information about us;

(xiv) in the event of a dispute between you and other User(s), you shall only resort to judicial or other government-related means to request information from us;

(xv) you are liable for all fees and taxes relating to any hardware, software and other third party services incurred by you in your use of the Services; and

(xvi) you shall comply with this Agreement and other guidelines and rules that we release in relation to this Platform.

14. Liability and Indemnification

You understand and agree that we shall not be held liable and you shall be solely accountable for any of the following:

(v) currency-related losses;

(vi) loss or damage of information or data;

(viii) loss from the price or value of fiat or digital assets;

(x) any failures in software, hardware, internet connection and any distortion and delays arising therefrom;

(xi) any indirect, special or incidental loss or damages arising from any infringement (including negligence) and/or breach of contract or any other cause, regardless of whether or not such loss or damage may reasonably be foreseen by us and regardless of whether or not we are notified in advance of the possibility of such loss or damages;

(xii) any malicious programs such as viruses or trojans that you may have from your use of the Services;

(xiv) loss arising from any information or technology on the Platform in relation to its validity, accuracy, correctness, reliability, quality, stability, integrity, timeliness, applicability (including for a specific purpose), freedom from error or omission and consistency;

(xv) errors in our calculations of transactions on the Platform;

14.1 Limitation of Liability

We do not waive any of the rights not mentioned in this Agreement and to the maximum extent permitted by the applicable law, to limit, exempt or offset our liability for damages.

14.2 Indemnification

You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

14.3 Our Guarantees

The guarantees and undertakings specified in this Agreement shall be the only guarantee and statements that we make in connection with the Services provided by us under this Agreement and through this Website and shall supersede any and all the guarantees and undertakings arising in any other way and manner, whether in writing or in words, express or implied. All these guarantees and undertakings represent only our own guarantees and undertakings and do not guarantee any third party's compliance with the guarantees and undertakings contained in this Agreement.

15. Termination and Remedies for Breach

We shall have the right at any time to terminate all Services offered by us to you in accordance with this Agreement and this Agreement shall terminate on the relevant date of termination of all Services. You shall have the right to terminate your use of the Services provided by us at any time and this Agreement shall terminate on the relevant date of your termination of use of the Services. Upon termination of this Agreement, you agree that you shall not have the right to require us to continue to provide the Services to you or perform any other obligation, including, but not limited to, requesting us to keep or disclose to you any information in your Account, or to disclose to you or any third party any information therein that is not read or sent.

15.1 Breach of Agreement

In the event you breach this Agreement or any applicable laws, rules or regulations, you shall pay to us a minimum of US$2 million in compensation and bear all expenses we incur in connection with such breach, including any legal fees (“Compensation”). In the event the Compensation is unable to cover our losses, you shall be liable for the additional amounts in excess of the Compensation.

For the avoidance of doubt, the termination of this Agreement shall not prevent the non-breaching party from demanding the breaching party to assume liabilities arising other than from this Agreement.

16. Notices and Communications

Users undertake to refer to the announcements, materials and information on the Platform regularly and promptly. We will not be held responsible or liable in any manner of compensation should you incur personal losses arising from negligence of not referring to the announcements, materials and information.

17. Miscellaneous

17.1 Assignment

The rights and obligations agreed in this Agreement shall be equally binding on the assignees, the heirs, executors and administrators of the Parties hereto who benefit from the rights and obligations. Without our consent, you may not transfer to any third party any of your rights or obligations hereunder, provided, however, we may, at any time, assign our rights and obligations under this Agreement to any third party with 30 days' notice to you.

17.2 Force Majeure

Where we fail to provide the Services or delay in providing such Services due to circumstances not within our control such as information network equipment maintenance, information network connectivity failures, computer errors, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labour disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the digital asset market, actions by governments, judicial or administrative authorities, other acts that are not within our control or beyond our inability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide the Services to you or delay in providing the Services, or for the resultant loss you may sustain as a result of such failure or delay.

17.3 Relationship of Parties

This Agreement is only binding on the rights and obligations between you and us and does not involve legal relations and legal disputes arising from and relating to Transactions between the users of this Website, and between other parties and you.

Nothing in this Agreement shall be deemed to have created, implied or otherwise treated us as your agent, trustee or other representative, unless it is provided otherwise in this Agreement.

17.4 Entire Agreement

If any provision of this Agreement is found unenforceable, invalid or illegal by any court of competent jurisdiction, validity of the remaining provisions of this Agreement shall not be affected.

17.5 Amendment

We reserve the right to determine, amend or modify any content of this Agreement at any time at our sole discretion. The date and time displayed at the “Last updated on” section of this Agreement shall refer to the timing of any changes to the provisions contained herein and the contents of this Agreement. The amended agreement will take effect immediately upon announcement on the Platform. Although we have taken reasonable measures to ensure the accuracy of the information on the Platform, we do not guarantee the degree of such accuracy or bear any loss arising directly or indirectly from the information on the Platform or from any delay or failure caused by failure to connect with the internet, transmit or receive any notice and information.

You shall be responsible for being updated with the amendments to this Agreement. If you do not agree with the amendments, stop using the Services immediately. Any continued use of the Services shall be deemed as you agreeing to the terms of this Agreement.

17.6 Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will continue to be binding and operate after the termination or expiration of this Agreement.

17.7 Data Protection

Your personal data will be properly protected and kept confidential, but we have the right to collect, process, use or disclose your personal data in accordance with this Agreement or applicable laws. Depending on the products or services concerned, your personal data may be disclosed to the following third parties:

(i) your Transaction counterparty;

(ii) our shareholders, partners, investors, directors, supervisors, senior managers and employees;

(iii) our joint ventures, alliance partners and business partners;

(iv) our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research and storage;

(v) third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;

(vi) insurance companies or insurance investigators and credit providers;

(vii) credit bureaus, or any debt collection agencies or dispute resolution centers in the event of dispute;

(viii) professional consultants such as auditors and lawyers;

(ix) relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations implemented by government authorities;

(x) assignees of our rights and obligations;

(xi) banks, credit card companies and their respective service providers; and

(xii) persons with your consent as determined by you or the applicable contract.

Regarding the collection and use of your personal information and storage protection, the Privacy Policy publicized on this Website shall prevail.

17.8 Currency Control

Your use of the Services is subject to international currency controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing fiat or digital assets through the your use of the Services, you agree that you will comply with those requirements.

17.9 No Waiver

Our or your waiver of the right to hold the other Party liable for breaches of this Agreement or any other liability as is agreed upon in this Agreement shall not be construed or deemed as a waiver of the right to hold the other Party for other breaches of contract. Any failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.

17.10 Dispute Resolution

You acknowledge and agree that, before filing any dispute or claim, you will contact us through SwapDelux support@SwapDelux.com where we will try to solve the relevant dispute internally as soon as possible (“Internal Resolution”). The Parties agree to negotiate and solve any dispute in good faith (such negotiation shall be confidential and protected under applicable laws, rules and regulations and will not be used as evidence in any proceeding).

You acknowledge and agree that, in case of any dispute, controversy, divergence or claim that can't be solved by Internal Resolution, including any dispute in connection with the existence, validity, interpretation, performance, breach or termination of this clause or any dispute concerning or arising out of this clause (collectively referred to as the "Dispute"), the Parties shall submit the Dispute to the International Chamber of Commerce International Court of Arbitration (“ICC International Court of Arbitration”) according to the ICC Rules of Arbitration in effect. The arbitration shall apply to applicable laws determined under the ICC Rules of Arbitration. Unless otherwise agreed by the Parties hereto, only one arbitrator shall be appointed according to the ICC Rules of Arbitration. The arbitrator shall have the exclusive right to make a ruling on his/her right of jurisdiction, including but not limited to any objection to the existence, scope or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. The arbitration shall be conducted in English. The arbitrator shall, regardless of the method of arbitration, issue a reasonable written decision to explain the arbitration award, its basic conclusion and the conclusion (if any). The arbitration award shall be final and binding upon the Parties and may be enforced by any court of competent jurisdiction.

17.11 Unclaimed Property

If we hold currency Assets on your behalf, and we are unable to contact you and have no record of your use of the Services for several years, applicable law may require us to report the currency Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such currency Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed currency Assets, as permitted by applicable law.

17.12 Class Action Waiver

You agree that any claims relating to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all Parties, including us.

Appendix 1: Platform Services

Upon completion of registration and identity verification for your Account, you may access our Services.

Users agree that the Guides and Agreements listed and/or hyperlinked below are legally binding documents which the Users agree to be bound to when using any and all of the Platform’s Services.

Appendix 2: Email notification

You agree to receive following email notification:

• Email about creating your account
• Email about closing your account
• Email about changing status of your account
• Email about successful deposit into your account
• Email about successful transfer from you account
• Email about any security alert
• Any system emails require to receive any security code

List of email notification can be change in future according system changing