Swing Technologies, Inc. (“Swing”, the “Company”, “we”, “us” or “our”) is a blockchain development company, focused on utilizing decentralized technologies such as the Solana blockchain. Swing hosts a top level domain website, https://swing.cash/, that provides information regarding Swing and its service offerings, as well as sub-domains for Swing’s product offerings (collectively, the “Site”), which includes text, images, audio, code and other materials and third party information.

Swing makes available to certain users certain software, including Swing’s unhosted wallet application and browser extension (the “Wallet” or the “App”). The Wallet enables users to (i) store Digital Assets locally on their own devices; (ii) link to decentralized applications, including, without limitation, decentralized exchanges (collectively “Dapp(s)”); (iii) from the App user interface, swap assets on a peer-to-peer basis pursuant to quotes provided by independent professional market makers (“Market Makers”) or via third-party Dapps (“Swapper”); (iv) view addresses and information that are part of digital asset networks and broadcast transactions; and (v) additional functionality as may be added to the App from time to time (collectively the “Functionality”). “Digital Assets” means only those particular tokens, cryptocurrencies and other crypto or blockchain-based digital assets listed as available to interact with or self-custody in your Wallet. Services and supported Digital Assets may vary by jurisdiction.

These Terms of Use (these “Terms” or this “Agreement”) (i) contain the terms and conditions that govern your access to and use of the Site and Functionality and (ii) 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 PROVISION IS CONTAINED BELOW UNDER THE HEADING “DISPUTE RESOLUTION”. IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND SWING 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 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://swing.cash/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 reserve the right to modify the Terms at any time at our discretion and without prior notice. Should changes occur, we will inform you by posting the updated Terms on the Site, through notifications in the App, or via other reasonable communication methods. It is crucial that you review the Terms whenever they are updated, as continued use of the Site or Functionality signifies your acceptance of the modified Terms.

If you do not agree to the modified Terms, you are prohibited from using the Site or Functionality. As the Functionality evolves, we may alter or discontinue any part of the Site and Functionality at any time without notice, at our sole discretion. Non-agreement to the modified Terms necessitates that you refrain from using the Site or Functionality.

By using our Site and/or Functionality, you may also engage with third-party functionalities. For instance, the Swapper partially depends on exchanges or liquidity sources operated by third parties, and accessing the Swing Wallet browser extension requires the Google Chrome webstore. Your use of such third-party software will be governed by their respective privacy policies, terms of use, and associated fees.

We appreciate your feedback, comments, ideas, and suggestions for enhancing the Site and its Functionality (collectively referred to as "Feedback"). By providing Feedback, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license to use, copy, modify, create derivative works from, and otherwise exploit and commercialize your Feedback and any derivative works or improvements in any manner and for any purpose.

For the purposes of these Terms: (i) "Content" refers to text, graphics, images, music, software, audio, video, and any works of authorship or information that are posted, generated, provided, or otherwise made available through the Site or Functionality; and (ii) "User Content" encompasses 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, but is not limited to, User Content.

We do not claim any ownership rights over User Content, and nothing in these Terms will restrict any rights you may have to use and exploit your User Content.

Subject to the above, Swing and its licensors exclusively own all rights, titles, and interests in and to the Site, 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 that are incorporated in or accompany the Functionality or Content.

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 Swing

The App, Site, and Functionality (or access thereto) are proprietary to Swing and its licensors and must not be used other than strictly in accordance with these Terms. Swing 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 that 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 Swing Technologies Inc. or its affiliates or their respective licensors.

To use the Site and/or Functionality, you agree to refrain from actions that:

- Violate or infringe upon the rights of Swing, its licensors, users, or others, including privacy, publicity, and intellectual property rights.

- Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, or racially or ethnically offensive, or that promote illegal or inappropriate conduct, including violent crimes.

- Involve falsehoods, misrepresentations, or misleading statements, such as impersonating another person.

- Include illegal communications like bulk messaging, auto-messaging, or auto-dialing.

- Circumvent any technological measures we or our service providers implement to protect the Functionality or Content.

- Disguise your location using IP proxying or similar methods.

- Interfere with or attempt to disrupt access to the Functionality for any user, host, or network, including sending viruses or spamming.

- Bypass any content-filtering techniques, security measures, or access controls employed by Swing.

- Negatively affect or inhibit other users from enjoying the Functionality, or damage, disable, or overload the Site or Functionality.

- Violate any applicable laws or regulations, including anti-money laundering and anti-terrorism laws, such as the U.S. Bank Secrecy Act.

- Encourage or enable others to engage in any of the above actions.

By using the Site or Functionality, you further represent and warrant that:

- Any Digital Assets you transfer via the Site have been legally obtained and belong to you.

- You will not provide false or misleading information while using the Site or Functionality, nor engage in activities that defraud the Company or other users.

- You will not use the Functionality to transmit or exchange Digital Assets that are proceeds of criminal or fraudulent activities, including terrorism or tax evasion.

- Any Digital Assets you use are either owned by you or you are authorized to use them.

- You will pay all necessary fees for interacting with the Solana blockchain or any compatible network, including gas costs and any fees charged by us for using the Site and Functionality. Even if a transaction is labeled as “gasless,” you may still incur fees for processing on the blockchain network.

While we are not obligated to monitor User Content, we reserve the right to remove it at any time without notice. You understand that by using the Site and Functionality, you may encounter User Content that is offensive or objectionable. We do not take responsibility for any User Content or any loss or damage to your User Content.

You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws. You may not use the Site or download the App if:

(i) you are in, controlled by, or a national or resident of Cuba, Iran, North Korea, Sudan, Syria, or any other country subject to U.S. embargo or sanctions; or

(ii) you intend to supply any Functionality to these countries or to individuals on the Specially Designated Nationals List or other restricted lists.

Please note that you might incur fees for accessing certain functionalities, including those related to token swaps executed based on Market Maker quotes or through third-party exchanges accessed via the Swapper. These fees can change at any time without prior notice. The specific fees applicable to the functionalities will be displayed to you when you access them. The rates shown in the Swing application include these fees.

Additionally, you may face charges from third parties when using Third-Party Functionality. For instance, fees may apply when using Dapps, such as decentralized exchanges, accessible through the App, including the Swapper. Swing will not be liable for any fees charged by these third parties or for any Third-Party Functionality linked to or accessed through the Site or the functionalities.

While the Site aims to provide accurate fee estimates, please understand that these are preliminary estimates and may differ from the actual fees incurred when using the functionalities and interacting with the Solana blockchain or any other compatible network.

Regarding the Swapper, you acknowledge that swap rates and prices for Digital Assets on third-party exchanges are merely estimates and can fluctuate at any moment. Therefore, the prices or swap rates for Digital Assets provided through the functionalities, including the Swapper interface, are estimates and may not always be accurate. Swing cannot be held responsible for any losses or liabilities resulting from inaccurate fee estimates related to any functionalities.

Partnerships with Third Parties

You recognize that to enhance execution quality and user experience, Swing has formed partnerships with various third parties, including searchers and validators (collectively referred to as "Partners"). These Partners may share the fees they earn from these collaborations with Swing, which can include fees from price movements, arbitrage opportunities, priority execution, improved price execution, fulfillment of limit orders, and expedited transaction processing.

Some Partners may have the exclusive right to bundle and submit transactions you initiate using the functionalities. Furthermore, you acknowledge that Swing may collaborate with Market Makers to provide you with quoted prices via the Swapper interface. If you decide to execute your transaction with a Market Maker, you understand that Swing may receive a fee from that Market Maker.

The Site, Functionality, and App may include links to Third-Party Functionality (including, but not limited to, Dapps) and may integrate with such Third-Party Functionality to enable features like the Swapper. When you use a Dapp, the Swapper, or any other Third-Party Functionality, you acknowledge that you are not transferring your assets or private keys to us at any time. We provide access to the Site, Swapper, and other Third-Party Functionality solely for your convenience, and we do not control their content. We do not warrant or endorse, nor are we responsible for the availability or legitimacy of the content, products, or functionality provided through the Swapper or by those Third Parties (including any related websites, resources, or links displayed therein). Any interactions you have with third parties while using Third-Party Functionality are strictly between you and the third party. We make no warranties or representations, either express or implied, regarding the Swapper or linked Third-Party Functionality, the third parties that own and operate them, the information contained on them, or the suitability of their products or services. You acknowledge that you are solely responsible for and assume all risks associated with your use of the Functionality, including any third-party websites, applications, or resources. You may link your Wallet to your accounts on third-party platforms, sites, and services, allowing you to access those accounts from your Wallet. By doing so, you understand and agree that all transactions made while accessing such accounts from your Wallet are subject to these Terms and the terms of use, privacy policies, and other conditions imposed by the providers of those third-party sites, services, and platforms.

We may terminate this Agreement and/or your access to and use of the Site and Functionality, in 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 Swing”), Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, 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, SWING SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. SWING DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SWING 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 SERVICE 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 SERVICES 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, THIRD PARTY DECENTRALIZED EXCHANGES, AND OTHER THIRD-PARTY SERVICES. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. SWING 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 SWING MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

No Professional Advice or Fiduciary Duties

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, investment or other 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, trading, 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 acknowledge and understand that the provision of Market Maker quotes, and swap rates and prices available on third-party exchanges does not constitute an investment recommendation, investment advice, an offer to buy or sell Digital Assets, or a solicitation to participate in a Digital Asset transaction. You are solely responsible for deciding whether to enter into a transaction and whether your transaction will be executed with a Market Maker or on a third-party exchange. In either event, you understand and acknowledge that Swing does not execute trades on your behalf or facilitate the execution or settlement of your trades, which occurs entirely through the use of Third Party Functionality on a peer-to-peer basis.

You further acknowledge and understand that any Swap Settings, including, but not limited to, settings for slippage, priority fees, and tips, are entirely customizable by you and you may disable any Auto-enabled Swap Settings at any time. You acknowledge and understand that any Auto-enabled Swap Settings reflect only the data available to Swing at the time of the transaction request, are for informational purposes only and no such settings may be construed as legal, financial, investment or other professional advice. No representation of any kind or nature is made as to the appropriateness of any Auto-enabled Swap Settings and information available on platforms providing similar services may be more complete, current, and/or competitive. All decisions that you make pursuant to Auto-enabled Swap Settings or other information distributed via the Site or Functionality are your own. You are solely responsible for deciding whether to enter into a transaction and how and whether your transaction will be executed.

You will indemnify, defend and hold harmless Swing and its affiliates and its and their respective officers, directors, employees, agents and representatives (the “Swing 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 SWING 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 SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SWING HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SWING 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 SERVICES.

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 SWING 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 using the Functionality, you recognize that you are engaging in peer-to-peer trading and that Swing is not acting as your intermediary or providing a regulated service; you are not a customer of Swing. You also acknowledge that Swing does not offer investment advice or recommendations, and you confirm that you understand the inherent risks of using cryptographic and blockchain systems, along with having a solid understanding of Digital Assets. You further recognize that the markets for these Digital Assets are highly volatile, influenced by factors such as adoption, speculation, technology, security, and regulation. You accept that the costs and speed of transactions with cryptographic and blockchain systems like Solana can vary and may increase significantly at any time. Additionally, you acknowledge the risk that your Digital Assets, or any you acquire through Market Maker quotes or third-party exchanges accessed via the Swapper, may lose value, leading to potential losses due to price fluctuations and significant price slippage. You understand that anyone can create a token, including counterfeit versions of existing tokens, and you accept the risk of mistakenly trading those or other tokens. You further acknowledge that we are not liable for any of these risks or variables and cannot be held responsible for any losses you may incur while using the Site or Functionality.

The Site, Functionality, and your Digital Assets could be affected by government or regulatory inquiries or actions, which may hinder Swing's ability to provide its proprietary software and, consequently, your ability to use the Functionality.

You understand that cryptography is an evolving field, with advancements in code cracking and technologies like quantum computing posing risks to Digital Assets and services, potentially leading to theft or loss of your Digital Assets. We aim to update Swing-developed smart contracts related to the Functionality to address advancements in cryptography and enhance security measures, but this intention does not constitute a binding commitment or guarantee full security of the Functionality.

You recognize that the Solana blockchain (and other compatible networks) is still under development, which introduces technological and security risks when using the Functionality, along with uncertainties regarding Digital Assets and transactions. You acknowledge that the cost of transactions on the Solana blockchain is variable and may rise at any time, affecting activities on the Solana blockchain and possibly resulting in price fluctuations or increased costs for using the Functionality.

You acknowledge that the Functionality may have flaws and that you are solely responsible for evaluating any code provided by the Site or Functionality. This warning and others provided by Swing in these Terms do not imply any ongoing duty to inform you of potential risks associated with using the Functionality or accessing the Site.

While we strive to provide accurate and timely information on the Site and during your use of the Site and Functionality, this intention does not guarantee that the Site or other information available will be accurate, complete, error-free, or current. To ensure you receive the most accurate information possible, updates may occur without notice, including changes to our policies. Therefore, you should verify all information before relying on it, and all decisions based on such information are your sole responsibility. No representation is made regarding the accuracy, completeness, or suitability of any pricing or other information distributed via the Site or Functionality. All decisions you make based on pricing or other information from the Site or Functionality, including trading decisions, are your own. Pricing information may differ from prices available on platforms offering similar services.

Any mention of a type of Digital Asset on the Site or during the use of the Functionality does not imply our endorsement or disapproval of the underlying technology, and should not replace your understanding of the specific risks associated with each type of Digital Asset and the use and availability of any particular blockchain.

Using the Functionality, especially for trading Digital Assets, may involve financial risk. Digital Assets are inherently experimental, risky, and volatile. Transactions related to the Functionality are irreversible and final, with no refunds. You agree to access and use the Site and Functionality at your own risk. The potential for loss in trading Digital Assets can be significant, especially if you are using leverage. Therefore, you should carefully evaluate whether such trading is appropriate for you based on your circumstances and financial resources. By using the Site and Functionality, you confirm that you are solely responsible for conducting your own assessments and investigations into the risks of any transaction and the underlying Digital Assets. You assert that you possess sufficient knowledge, market sophistication, professional advice, and experience to evaluate the merits and risks of any transaction related to the Functionality or any Digital Asset. You accept all consequences of using the Functionality, including the risk of losing access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility for, and will not be liable to you in connection with, your use of the Functionality for Digital Asset transactions.

You understand that your private key, seed phrase, and any other access credentials for the App must be kept secure by you at all times, and that Swing will not store or be able to recover your private key or seed phrase if lost. Disclosing, sharing, or publicly storing your private key or seed phrase may increase the risk of loss or theft of your Wallet and any Digital Assets stored in it. You acknowledge that you are solely responsible for your interactions with solicitations and other prompts from third parties.

Swing is a software developer and supplier. Swing is not a broker, 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 over the transactions you conduct via the Functionality. All transactions between users of Swing-developed software are initiated and signed by users and executed peer-to-peer directly between users’ Solana (or other network) addresses through smart contracts. You are responsible for complying with all applicable laws governing your use of the Functionality, including but not limited to the Commodity Exchange Act and regulations by the U.S. Commodity Futures Trading Commission (CFTC), federal securities laws and regulations by the U.S. Securities and Exchange Commission (SEC), and all foreign laws applicable to your trading.

You understand that Swing 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 Swing-developed software that comprises the Site and Functionality. The Site and Swing-developed software do not constitute advice or recommendations regarding any commodity, security, or other Digital Asset or instrument. Swing is not acting as an investment manager, adviser, arranger, introducer, broker, dealer, virtual asset service provider, or commodity trading adviser to any person or entity.

You further understand that Swing is not a money transmitter or money services business subject to anti-money laundering program requirements under the Bank Secrecy Act, 31 U.S.C. 5311 et seq., or under the laws of any state or territory.

You expressly agree to assume all risks associated with your access and use of the Site and Functionality and your interactions therewith. You also expressly waive and release the Swing Parties from any and all liability, claims, causes of action, or damages arising from or related to your use of the Site and Functionality and your interactions therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which states: “[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 will be interpreted and enforced according to the laws of California, applicable to contracts made and executed by its residents. All arbitration-related provisions will adhere to the Federal Arbitration Act (U.S. Code Title 9).

**Mandatory Arbitration**

PLEASE READ THIS “MANDATORY ARBITRATION” SECTION CAREFULLY. IT LIMITS YOUR RIGHTS IN CASE OF A DISPUTE WITH SWING, SUBJECT TO THE TERMS AND OPT-OUT OPTION BELOW.

You and Swing agree that any disputes, claims, or causes of action arising from your use of the Site or its Functionality, this Agreement, or any other disagreements with Swing (collectively referred to as “Dispute(s)”) will be resolved through arbitration, unless (A) your Country of Residence prohibits this arbitration agreement; (B) you opt out as detailed below; or (C) your Dispute falls under an exception to this arbitration agreement. Furthermore, any arbitration under this Section will not proceed as a class, group, or representative action. The arbitrator's award may be entered in any court with jurisdiction.

For the purposes of this arbitration agreement, “Country of Residence” means the country where you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use Swing's Functionality. If you have multiple countries meeting this definition, your Country of Residence will be the one where you are most closely associated by permanent or frequent residence.

Swing aims to resolve your concerns without formal legal disputes. Before filing a claim against Swing, you agree to attempt to resolve the Dispute informally by contacting Swing at legal@swing.com to notify them of the actual or potential Dispute. Similarly, Swing will make reasonable efforts to contact you regarding any actual or potential dispute to resolve any claims informally before taking formal action. The party providing the notice of the Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the User's name, contact information for any communications related to the Dispute (including legal counsel if represented), and sufficient details to allow the other party (the “Notified Party”) to understand and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute indicating readiness to engage in good faith discussions to resolve the Dispute informally, both parties shall promptly participate in such discussions in good faith.

If a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond within ten (10) business days), the Notifying Party may initiate arbitration as described below. If either party attempts to initiate arbitration without first providing a Notice of Dispute and complying with all obligations under the previous paragraph, the arbitrator(s) will dismiss the claim with prejudice and award the other party all costs and expenses (including reasonable attorneys’ fees) incurred in connection with the Dispute.

Both parties agree to arbitrate (unless you opt out as described below). You and Swing agree to resolve any Disputes not settled informally through final and binding arbitration, except as set forth below.

If you do not wish to be bound by this arbitration agreement, you may opt out by sending a written notice to Swing at legal@swing.com within thirty (30) days of first accepting this Agreement. Your written notice must be dated and include your first and last name, address, and a clear statement that you do not wish to resolve disputes with Swing 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 regarding the exceptions outlined below. Opting out of the arbitration agreement does not prevent you from using the Swing Service, but you and Swing will not be able to invoke the mutual agreement to arbitrate to resolve Disputes under the terms provided herein.

You and Swing 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 wishing 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 arbitrator will be either a retired judge or an attorney licensed to practice law, selected by the parties from the AAA’s roster of arbitrators. If the parties cannot agree on an arbitrator within fourteen (14) days of delivering the Demand for Arbitration, the AAA will appoint the arbitrator according to the AAA Rules. The arbitrator is authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit. If a party seeks injunctive relief that significantly impacts other Swing users, the arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party will select one arbitrator, and the two selected arbitrators will choose the third, who will chair the panel. The chairperson must be a retired judge or an attorney licensed to practice law with experience in arbitrating or mediating disputes. If there is a disagreement about whether a three-arbitrator panel is necessary, the sole arbitrator appointed will make that determination. If the arbitrator decides a three-person panel is appropriate, they may participate in the panel if selected by either party or as the chair by the two selected arbitrators. Except as required by law, the arbitration proceedings and any award will be confidential.

You and Swing further agree that the arbitration will be conducted in English in San Francisco, California, or, if mutually agreed, all proceedings can occur via videoconference, telephone, or other remote electronic means. If Swing chooses arbitration, it will cover all AAA filing costs and administrative fees (excluding hearing fees). If you choose arbitration, filing costs and administrative fees (excluding hearing fees) will be paid according to the AAA Rules or applicable law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, upon your request, Swing will cover all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator finds that your claim or relief sought was frivolous or brought for an improper purpose (as defined by Federal Rule of Civil Procedure 11(b)). In such cases, fees will be determined according to the AAA Rules. Each party will bear its own attorneys’ fees, except as otherwise provided or required by law.

You and Swing agree that arbitration of any Dispute will proceed on an individual basis, and neither party may bring a claim as part of a class, group, collective, coordinated, consolidated, or mass arbitration (each, a “Collective Arbitration”). A claim against Swing 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” 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 SWING 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 CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. ANY SUCH RIGHTS ARE HEREBY EXPRESSLY WAIVED. Any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

Notwithstanding your and Swing’s agreement to arbitrate Disputes, either party retains the right (A) to adjudicate the Dispute under the California Small Claims Act if applicable; and (B) to seek provisional relief in aid of arbitration in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights. This arbitration agreement does not deprive you of the protections of mandatory consumer protection laws in your Country of Residence; you retain such rights, and this arbitration agreement will be interpreted accordingly.

Except as required by law or provided in this Agreement, if the arbitration agreement is found not to apply to you or your Dispute, you and Swing agree that any judicial proceeding may only be brought in a court of competent jurisdiction in California, United States. Both parties consent to venue and personal jurisdiction there; either party may seek provisional relief in aid of arbitration to enforce intellectual property rights or bring an action to confirm an arbitral award in any court with jurisdiction.

This arbitration agreement will survive the termination or expiration of this Agreement. If any part of this arbitration agreement prohibiting Collective Arbitration is found invalid or unenforceable, the remaining portions will still be valid and enforceable. If a court finds the prohibition of Collective Arbitration invalid or unenforceable, the entire arbitration agreement will be deemed void (but not provisions unrelated to arbitration), and any remaining Dispute must be litigated in court as outlined above.

These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Swing 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 Swing 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 Swing. 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.

If you have any questions about these Terms or the Functionality, please contact us at contact@swing.cash.