Effective date: August 29, 2024
SwipeTrader LLC ("Swipe", the "Company", "we", "us", or "our") is a blockchain development company focused on utilizing decentralized technologies, including the Solana blockchain. Swipe hosts a top-level domain website, https://swipe.la (the "Site"), which provides information regarding Swipe and its service offerings, as well as sub-domains for Swipe's product offerings. The Site includes text, images, audio, code, and other materials, as well as third-party information.
Swipe makes available to certain users software, including Swipe's unhosted wallet application and browser extension (the "Wallet" or the "App"). The Wallet enables users to (i) locally store tokens, cryptocurrencies, and other crypto or blockchain-based digital assets (collectively, "Digital Assets") on their own devices; (ii) connect to decentralized applications, including but not limited to decentralized exchanges (collectively, "Dapp(s)"); (iii) swap assets on a peer-to-peer basis via third-party Dapps from the App user interface ("Swapper"); (iv) view addresses and information that are part of digital asset networks and broadcast transactions; and (v) access additional functionality as may be added to the App over time (collectively, the "Functionality").
These Terms of Use (these "Terms" or this "Agreement") contain the terms and conditions that govern your access to and use of the Site and Functionality and constitute a legally binding agreement between us and you and/or the entity you represent ("you", "your", or "user").
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH IS FOUND BELOW UNDER THE HEADING "DISPUTE RESOLUTION". IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND SWIPE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.
Please read these Terms carefully before using the Site or Functionality. By using or accessing the Site, Functionality, and/or Content (defined below) in any manner, or by clicking a button or checkbox to accept or agree to these Terms where that option is made available, you (i) accept and agree to these Terms and (ii) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy, available at https://swipe.com/privacy (the "Privacy Policy"). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the "Terms of Use", the "Terms", or this "Agreement", include a reference to the Privacy Policy.
We may modify the Terms at any time at our sole discretion and without notice. If we do so, we'll notify you either by posting the modified Terms on the Site, by providing you notice through the App, or through other reasonable methods of communication. It’s important that you review the Terms whenever we modify them because if you continue to use the Site or Functionality after we have modified the Terms, you agree to be legally bound by the modified Terms.
If you don't agree to be bound by the modified Terms, you may not use the Site or the Functionality. As the Functionality evolves, we may change or discontinue all or any part of the Site and Functionality (or any part of either or both) at any time without notice and at our sole and absolute discretion.
When you use our Site and/or Functionality, you may also be using the functionality of one or more third parties. For example, the Swapper relies on exchanges operated by third parties, and obtaining the Swipe Wallet browser extension may require access to the Google Chrome webstore. Your use of those and other third-party software ("Third-Party Functionality") will be subject to the privacy policies, terms of use, similar policies and terms, and fees of those third parties.
Eligibility
You may use the Site and Functionality if you are of the age of majority in your jurisdiction of residence (if this is higher) and are not barred from using the Site and Functionality under applicable law. By using the Site and/or Functionality and agreeing to these Terms, you represent and warrant that:
To use the Site and avail of the Functionality, you may be asked to have or create an account ("Account"). To the extent you create an Account, you agree that you won’t disclose your Account credentials to anyone, allow your Account to be used by anyone, and that you'll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, or are otherwise referable to your Account credentials, whether or not you are aware of them. You are solely responsible for your conduct and the tasks and activities you undertake on or utilizing the Site or Functionality. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms (as each may be modified from time to time). Your access to and use of the Site or Functionality may be suspended at any time, for any reason, at our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination.
You acknowledge and understand that in certain circumstances, such as if you lose or forget your password for your Wallet, you will need to use a recovery phrase to access any cryptocurrency stored in your wallet (the "Recovery Phrase"). You are solely responsible for the retention and security of your Recovery Phrase. Your Recovery Phrase is the only way to restore access to the cryptocurrency stored in your Wallet if you lose access to your Wallet. Anyone who knows your Recovery Phrase can access, transfer, or spend your cryptocurrency. If you lose your Recovery Phrase, you may not be able to access, transfer, or spend your cryptocurrency.
You acknowledge and agree that Swipe does not store and is not responsible in any way for the security of your Recovery Phrase. You agree to hold Swipe, its affiliates, representatives, agents, and personnel harmless and that no such party shall be liable in any way if you lose your Recovery Phrase and cannot access, transfer, or spend your cryptocurrency. You bear sole responsibility for any loss of your cryptocurrency due to failure to retain and/or secure your Recovery Phrase.
We welcome feedback, comments, ideas, and suggestions for improvements to the Site and the Functionality ("Feedback"). You grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to, and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.
For purposes of these Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Site or Functionality; and (ii) "User Content" means any Content that users or Account holders (including you) upload, submit, store, send, post, or otherwise make available on the App or through our Site. Content includes, without limitation, User Content.
We do not claim any ownership rights in any User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.
Subject to the foregoing, Swipe and its licensors exclusively own all rights, title, and interest in and to the Site, the Functionality, and Content, including all associated intellectual property rights. You acknowledge that the Site, Functionality, and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Functionality or Content.
You may post TikTok-style (9:16) videos on Swipe only if you are an approved Partner. To become an approved Partner, you must submit an application and receive approval from Swipe. Each post you make may include a link to a Token or Strategy, with an optional CTA (Call to Action) button. When other users click the CTA button, they may earn rewards, which are a share of the fees generated from the subsequent swap. For Token CTAs, rewards are earned the first time a user swaps for the linked token. For Strategy CTAs, rewards are earned whenever the copying wallet conducts swaps following the Strategy’s master wallet. Swipe is not responsible for the content you post as a Partner and does not guarantee the accuracy or reliability of the Tokens or Strategies linked in your posts. Swipe is not liable for any losses or damages incurred by other users from following or acting upon information provided in your posts. Rewards are subject to change, and Swipe reserves the right to modify or terminate rewards at any time without notice.
Rights in User Content Granted by You
You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy.
You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates, or otherwise violates the intellectual property rights or any other rights of any person.
You acknowledge that, in certain instances where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed, and copies of your User Content may continue to exist on the Functionality. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in App, Site, and Functionality Granted by Swipe
The App, Site, and Functionality (or access thereto) are proprietary to Swipe and its licensors and must not be used other than strictly in accordance with these Terms. Swipe grants you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the App and Site for the purposes of accessing and using the Functionality strictly in accordance with these Terms.
You agree not to use the Site or Functionality in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Functionality (except to the extent Content included in the Functionality is provided to you under a separate license that expressly permits the creation of derivative works); (ii) reverse engineer, disassemble, or decompile the App or Site or apply any other process or procedure to derive the source code of any software included in the App or Site; (iii) access or use the Functionality in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) use scraping techniques to mine or otherwise scrape data; or (v) resell or sublicense the Functionality, or use the Functionality to provide software as a service or any cloud-based, time-sharing, service bureau, or other services. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you. For the purposes of these terms, "Our Marks" means any trademarks, service marks, service or trade names, logos, trade dress, and other designations of source, origin, sponsorship, certification, or endorsement of SwipeTrader LLC or its affiliates or their respective licensors.
When using the Swipe platform to swap tokens, you will be presented with the options to "Buy" or "Sell." Selecting "Buy" indicates that you are swapping USDC from your account for the specified token. Selecting "Sell" indicates that you are swapping the specified token for USDC. All swaps are executed via third-party decentralized exchanges and are subject to the terms and conditions of those exchanges. Swipe does not guarantee the availability, accuracy, or performance of these third-party exchanges. Swipe is not responsible for any fluctuations in the value of tokens or USDC before, during, or after the swap. You acknowledge and accept that all swaps are final, and there are no refunds. Swipe is not liable for any losses you incur due to delays, failures, or errors in the execution of swaps.
Fees You may be charged fees for access to some or part of the Functionality you use, including fees charged on token swaps that you execute on third-party exchanges by accessing such exchanges via the Swapper. Those fees may change at any time without notice. The amount of fees applicable to the Functionality will be made visible to you at the time that you access the Functionality. Rates that appear in the Swipe application are calculated with fees applied.
You may incur charges from third parties for use of Third-Party Functionality. For example, you may be charged fees via the Dapps (including, without limitation, decentralized exchanges) that you may access via the App, including via the Swapper. Under no circumstances shall Swipe incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third Parties or for Third-Party Functionality linked to or accessed through the Site or the Functionality.
Although the Site endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to use the Functionality and interact with the Solana blockchain or any other network with which the Functionality is compatible.
In connection with the Swapper, you understand and agree that swap rates and prices are estimates only, and that they may change at any time. Accordingly, the prices or swap rates provided via the Functionality, including on the Swapper interface, are estimates only and may be inaccurate. Swipe may not be held liable for, and you hereby forever release Swipe from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of any of the Functionality.
You have the option to copy the trading strategies of other users on Swipe. For active trading strategies, your copying wallet will mirror the master wallet’s swaps, proportionate to your wallet’s balance. For pie strategies, your copying wallet will perform a series of swaps to match the asset allocation of the master wallet. To copy a strategy, you must subscribe and pay the required fees. Despite providing copy trading, Swipe remains a self-custodial platform, meaning you retain control over your assets at all times. Your private keys are encrypted and stored securely in a non-public database, accessed only when executing copying jobs. You must agree to the full Copy Trading Terms before enabling this feature. Swipe is not a custodian of your assets and does not assume any fiduciary responsibilities. All copying actions are automated and performed based on your prior instructions. Swipe is not liable for any trading losses, discrepancies in strategy performance, or unauthorized access to your private keys. You acknowledge that past performance is not indicative of future results, and Swipe makes no guarantees regarding the success of copied strategies.
Swipe provides access to third-party Mini Apps, which are internet-hosted web applications uploaded by external developers. These Mini Apps may interact with approved native functions on your device, such as haptics. You must agree to the Swipe Mini App Terms & Privacy Policy before accessing these apps. Certain Mini Apps may require access to your Swipe account information, and you will be prompted to review and approve the specific information being requested. Swipe is not responsible for the content, functionality, or security of third-party Mini Apps. You interact with Mini Apps at your own risk, and Swipe is not liable for any data breaches, loss of information, or damages resulting from your use of these apps. Swipe reserves the right to revoke access to any Mini App without notice.
As a regular user, you may earn referral rewards by bringing new users to Swipe. The base reward is set at 10% of the fees generated by the referred user’s activity. Swipe reserves the right to modify the reward percentage at any time and may retroactively adjust rewards for any reason. All decisions regarding rewards are final and at the sole discretion of Swipe.
Swipe is not obligated to continue the referral rewards program and may terminate it at any time without prior notice. Swipe is not liable for any discrepancies in reward calculations or payments. You agree that any disputes regarding referral rewards will be resolved solely by Swipe and that Swipe’s decision will be final.
As a condition to using the Site and/or Functionality, you agree not to use the Site or Functionality in ways that:
By using the Site or Functionality, you further represent, warrant, and covenant that:
Although we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Site and Functionality, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not use the Site or download the App or use the Functionality if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, Syria, or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial or other sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List, or HM Treasury's financial or other sanctions regime; or (ii) you intend to supply any Functionality to Cuba, Iran, North Korea, Sudan, or Syria, or any other country subject to United States embargo or HM Treasury's financial or other sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial or other sanctions regime.
The Site, Functionality, and App may contain links to Third-Party Functionality (including, without limitation, Dapps), and may leverage or plug into such Third Party Functionality to enable certain features, such as the Swapper. When using a Dapp, the Swapper, or other Third-Party Functionality, you understand that you are at no time transferring your assets or private keys to us. We provide the Site and access to the Swapper and other Third-Party Functionality only as a convenience; we do not have control over their content and do not warrant or endorse, and are not responsible for, the availability or legitimacy of the content, products, or functionality made accessible via the Swapper or by those Third Parties (including any related website, resources, or links displayed therein). We make no warranties or representations, express or implied, about the Swapper or such linked Third-Party Functionality, the third parties they are owned and operated by, the information contained on them, or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of the Functionality, including any third-party website, applications, or resources.
You may be able to link your Wallet to your accounts on third-party platforms, sites, and services to enable access to such accounts from your Wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your Wallet are subject to these Terms and to the terms of use, privacy policies, and other terms, conditions, and policies imposed by the providers of such third-party sites, services, and platforms.
We may terminate this Agreement and/or your access to and use of the Site and Functionality at our sole discretion, at any time and without notice to you. You may cancel your Account, if you have one, at any time by removing the Wallet web browser extension and ceasing any and all use of the Site, Functionality, and/or Content. Upon any termination, discontinuation, or cancellation of this Agreement, the Functionality, or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of and/or access to the App, Site, Functionality, and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Content and Content Rights, Content Ownership, Responsibility, and Removal (except for the subsection "Rights in Content Granted by Swipe"), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE FUNCTIONALITY (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE FUNCTIONALITY, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. THE APP, SITE, AND FUNCTIONALITY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWIPE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT. SWIPE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR FUNCTIONALITY OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SWIPE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY OR FUNCTIONALITY OF THE SOLANA NETWORK OR THAT SOLANA NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS, AND/OR ERRORS THAT MAY DELAY, HINDER, OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SOLANA NETWORK OR ANY OTHER NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE FUNCTIONALITY AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE FUNCTIONALITY IS OFFERED TO YOU AS A CONVENIENCE, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACK UP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS.
THE SITE AND FUNCTIONALITY RELY ON EMERGING TECHNOLOGIES, SUCH AS THE SOLANA NETWORK AND THIRD-PARTY DECENTRALIZED EXCHANGES. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE FUNCTIONALITY, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. SWIPE SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF SOLANA OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE SOLANA NETWORK OR ANY OTHER NETWORK, AND SWIPE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
All information provided in connection with your access and use of the Site and Functionality should not and may not be construed as legal, financial, or professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Functionality or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Site or Functionality or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).
You will indemnify, defend, and hold harmless Swipe and its affiliates and its and their respective officers, directors, employees, agents, and representatives (the "Swipe Parties") from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to, or in any way connected with (i) your access to or use of the Site, Functionality, or Content, (ii) your User Content, (iii) Third-Party Functionality, or (iv) your violation of these Terms.
THE SWIPE PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP, OR THE FUNCTIONALITY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SWIPE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SWIPE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE APP, SITE, OR FUNCTIONALITY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE SWIPE PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
By accessing and using the Functionality, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange accessed via the Swapper, may lose some or all of their value, and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and you acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, and that we cannot be held liable for any resulting losses that you experience while accessing or using the Site or Functionality.
The Site and Functionality and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of Swipe to continue to make its proprietary software available, and thus, could impede or limit your ability to continue to use the Functionality.
You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update Swipe-developed smart contracts related to the Functionality to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Functionality.
You understand that the Solana blockchain (and all other networks with which the Functionality may be compatible) remains under development, which creates technological and security risks when using the Functionality, in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Solana blockchain is variable and may increase at any time, thereby impacting any activities taking place on the Solana blockchain, which may result in price fluctuations or increased prices for using the Functionality.
You acknowledge that the Functionality is subject to flaws and that you are solely responsible for evaluating any code provided by the Site or Functionality. This warning and others Swipe provides in these Terms in no way evidence or represent any ongoing duty to alert you of the potential risks of utilizing the Functionality or accessing the Site.
Although we intend to provide accurate and timely information on the Site and during your use of the Site and the Functionality, that intention does not reflect a binding commitment, and the Site and other information available when using the Functionality may not be accurate, complete, error-free, or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the Site or made available through the Functionality are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing or other information distributed via the Site or Functionality. Pricing information may be higher or lower than prices available on platforms providing similar services.
Any reference to a type of Digital Asset on the Site or otherwise during the use of the Functionality does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain.
Use of the Functionality, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Functionality are irreversible, final, and there are no refunds. You acknowledge and agree that you will access and use the Site and the Functionality at your own risk. The risk of loss in trading Digital Assets can be substantial (all the more so if you are leveraged). You should, therefore, carefully assess whether such trading is suitable and appropriate for you in light of your circumstances and financial resources. By using the Site and Functionality, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Functionality or any Digital Asset. You accept all consequences of using the Functionality, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Functionality for performing Digital Asset transactions.
Swipe is a developer of software. Swipe is not a broker, nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services, and therefore has no oversight, involvement, or control concerning the transactions you choose to conduct via the Functionality. All transactions between users of Swipe-developed software are executed peer-to-peer directly between the users' Solana (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Functionality, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), and all foreign laws that apply to you and your trading.
You understand that Swipe and the Swapper are not registered or licensed by the CFTC, SEC, or any other financial regulatory authority (whether in the United States or elsewhere). No financial regulatory authority has reviewed or approved the use of the Swipe-developed software that comprises the Site and the Functionality. The Site and the Swipe-developed software do not constitute advice or a recommendation concerning any commodity, security, or other Digital Asset or instrument. Swipe is not acting as an investment manager, adviser, arranger, introducer, or commodity trading adviser to any person or entity.
You expressly agree that you assume all risks in connection with your access and use of the Site and Functionality and your interaction therewith. You further expressly waive and release the Swipe Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Site and Functionality and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Governing Law
These Terms shall be construed and enforced in accordance with the laws of the state of Delaware, applicable to contracts entered into and performed in Delaware by residents thereof; provided that all provisions hereof related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9).
Mandatory Arbitration
PLEASE READ THIS "MANDATORY ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND SWIPE, SUBJECT TO THE TERMS AND OPT-OUT OPTION SET FORTH BELOW.
You and Swipe agree that any and all past, present, and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Functionality, this Agreement, or any other controversies or disputes between you and Swipe (including, without limitation, disputes regarding the effectiveness, scope, validity, or enforceability of this agreement to arbitrate) (collectively, "Dispute(s)"), shall be determined by arbitration unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Swipe further agree that any arbitration pursuant to this Section shall not proceed as a class, group, or representative action. The award of the arbitrator may be entered in any court having jurisdiction.
"Country of Residence" for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Swipe Functionality. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.
Swipe wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Swipe, you agree to try to resolve the Dispute informally by contacting Swipe at [email protected] to notify Swipe of the actual or potential Dispute. Similarly, Swipe will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") the name of User, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
We both agree to arbitrate (unless you opt out as described below). You and Swipe each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under "Exceptions to Agreement To Arbitrate" below.
If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to Swipe at [email protected] within thirty (30) days of first accepting this Agreement. You must date the written notice, and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Swipe through arbitration. If no written notice is submitted by the 30-day deadline, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using the Swipe Service, but you and Swipe will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
You and Swipe agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator shall be authorized to award any remedies, including injunctive relief, that would be available to you hereunder in an individual lawsuit. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Swipe users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
You and Swipe further agree that the arbitration will be held in the English language in Miami, Florida, or, if you so elect, all proceedings can be conducted via videoconference, telephonically, or via other remote electronic means. If Swipe elects arbitration, Swipe shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, Swipe will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law.
You and Swipe agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Swipe may bring a claim as a part of a class, group, collective, coordinated, consolidated, or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Swipe will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees, or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR SWIPE SHALL BE ENTITLED TO CONSOLIDATE, JOIN, OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
Notwithstanding your and Swipe's agreement to arbitrate Disputes, either you or Swipe retain the following rights:
Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Swipe agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Delaware, United States. Both you and Swipe consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.
This agreement to arbitrate shall survive the termination or expiration of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Swipe and you regarding the Site, Functionality, and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Swipe and you regarding the Site, Functionality, and Content. Except as provided above with respect to the provisions hereof pertaining to Collective Arbitration, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed as provided above or by a court of competent jurisdiction), that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void and of no force or effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Site and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your Account and/or your use of the Site and Functionality.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Swipe. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.
Contact Information If you have any questions about these Terms or the Functionality, please contact us at [email protected].
