Terms of Use

Swich Terms of Use

Last updated on April 06, 2024

These terms and conditions (“Terms”) govern the use of the Protocol (defined below) and the Services (defined below). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between Swich and its affiliates (“Company”, “Swich Finance”, “We”, “Us”) and you, an end user of the services (“You” or “User”) at https://swich.finance/ (“Services”). By accessing, using or clicking on our Protocol (and all related subdomains), you agree that you have read, understood, and to are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Protocol or the Services. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

The Protocol provides access to a decentralized protocol on several blockchains that allows (i) users to stake certain digital assets, (ii) suppliers of digital assets to make markets in such assets and (iii) holders and minters of various NFTs access a marketplace.

We may modify, suspend or discontinue the Protocol or the Services at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Protocol or release to Users. Therefore, your continued use of our Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Protocol or the Services. We note that these Terms between you and us do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, our privacy policy, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Protocol or Services is deemed your acceptance of any supplementary terms too.

DEFINITIONS

In these Terms:

“Art” means any art, design, wording and drawings that are associated with an NFT that you own;

“Business Day” means any day except a Saturday or a Sunday or other public holiday;

“Claim” includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;

“DAO” means our decentralized community of autonomous users, comprised of holders of the SWCH Token, who control certain governance rights as such rights are progressively transferred to them by the Foundation and who will eventually govern all aspects of the Protocol.

“Digital Currency” means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;

“Digital Wallet” means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;

“Privacy Policy” means the privacy policy on the Protocol which can be located at privacy policy or as may be varied from time to time.

“Purchase Price” means the amount advertised for the purchase (or pre-purchase) of any NFT or bundle containing an NFT, which may be denominated in a Digital Currency;

“Loss” includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);

“Marketplace” means a software platform or software (including a Blockchain digital wallet) which permits the transfer, purchase or sale of an NFT, provided that the Marketplace at all times cryptographically verifies the NFT owner’s right to own the NFT.

“swBLAST” means a version of the native blockchain token offered by the Protocol.

“NFT” means a non-fungible token issued by either Swich or its affiliate Swich Finance for use in the Swich NFT Marketplace.

“NFT Terms” mean the terms and conditions of these Terms that specifically relate to the purchase and ownership of NFTs in particular clauses 20-33.

“Own” means, with respect to an NFT, any NFT we have issued where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;

“Personnel” means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

“Procure” means to obtain;

“Your Jurisdiction” means the country or state where you are ordinarily resident or from which you enter into any agreement with us.

ELIGIBILITY

By accessing, using or clicking on our Protocol and using or attempting to use our Services, you represent and warrant that:

(a) as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;

(b) you are at least 18 or are of legal age to form a binding contract under applicable laws;

(c) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing (“CTF”);

(d) you have not been previously suspended or removed from using our Services;

(e) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and

(f) you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user account;

(g) you are not from certain jurisdictions (i.e. certain restricted & sanctioned countries, see Restrictions) if you are to be offered SWCH.

RESTRICTIONS

You shall not access, use or click on our Protocol and/or use or attempt to use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:

(a) use our Protocol or use the Services in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;

(b) violate applicable laws or regulations in any manner;

(c) use our Protocol if You are in Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Crimea of Ukraine, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Puerto Rico, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe or You are from countries sanctioned by OFAC, EU and the US or sanctioned subject or an individual according to the same principle

(d) infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Swich Finance;

(e) use our Protocol or use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or computer code designed to adversely affect the operation of any computer software or hardware; (e) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Protocol or the Services;

(f) make any back-up or archival copies of the Protocol or any part thereof, including disassembling or de-compilation of the Protocol;

(g) violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using our Protocol and the Services;

(h) use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);

(i) attempt to access any part or function of the Protocol without authorization, or connect to the Protocol or Services or any Company servers or any other systems or networks of any the Services provided through the services by hacking, password mining or any other unlawful or prohibited means;

(j) probe, scan or test the vulnerabilities of the Protocol or Services or any network connected to the properties, or violate any security or authentication measures on the Protocol or Services or any network connected thereto;

(k) reverse look-up, track or seek to track any information of any other Users or visitors of the Protocol or Services;

(l) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Protocol or Services, or the infrastructure of any systems or networks connected to the Protocol or Services;

(m) use any devices, software or routine programs to interfere with the normal operation of any transactions of the Protocol or Services, or any other person’s use of the Protocol or Services; or

(n) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Swich Finance or the Protocol. By accessing the Services, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

IDENTITY VERIFICATION We and our affiliates may, but are not obligated to, collect and verify information about you in order to keep appropriate records of our users, protect us and the community from fraudulent users, and identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes.

We may require you to provide or verify additional information before permitting you to access, use or click on our Protocol and/or use or attempt to use our use or access any Service. We may also suspend, restrict, or terminate your access to our Protocol or any or all of the Services in the following circumstances: (a) if we reasonably suspect you of using our Protocol and Services in connection with any prohibited use or business; (b) your use of our Protocol or Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; or (c) you take any action that we deem as circumventing our controls, including, but not limited to, abusing promotions which we may offer from time to time.

If you provide any information to us, you must ensure that such information is true, complete, and timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction, directly delete the relevant information, and as the case may be, terminate all or part of the Services we provide for you. You shall be fully liable for any loss or expense caused to us during your use of the Services. You hereby acknowledge and agree that you have the obligation to keep all the information accurate, update and correct at all times. We reserve the right to confiscate any and all funds that are found to be in violation of relevant and applicable laws and regulations, and to cooperate with the competent authorities when and if necessary. ACCESS AND SECURITY

To access the Protocol or some of the resources it offers, you may be asked to provide an Ethereum wallet address (a “Wallet”). It is your sole responsibility to maintain the security of your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds may be irretrievable, and we will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their officers, employees, agents and representatives related to your use of any Wallet software, associated loss of funds, transaction failures, or any other defects that arise in the course of your use of your Wallet, including any losses that may obtain as a result of any failure in smart contracts made available on the Protocol. By using the Protocol, you agree to be fully, independently and personally liable for each transaction made on the Protocol by you, and you must make sure that you are the only person with access to your Wallet at all times. You hereby accept responsibility for any activity transacted on the Protocol through your Wallet.

We will use commercially reasonable technical and physical safeguards to make the Protocol securely available to its users. However, given the inherent risk of transmitting information over the internet and the relatively new and untested nature of decentralized finance, we will not be liable if for any reason all or any part of the Protocol is unavailable at any time or for any period. You alone are responsible for evaluating any code provided by or used on the Protocol. From time to time, we may restrict access to some parts of the Protocol, or the entire Protocol, to users. You are responsible for making all arrangements necessary for you to have access to the Protocol and ensuring that all persons who access the Protocol through your internet connection are aware of these Terms of Use and comply with them.

It is a condition of your use of the Protocol that all the information you provide on the Protocol is correct, current and complete. You agree that all information you provide to this Protocol or otherwise, including but not limited to through the use of any interactive features on the Protocol, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

INTELLECTUAL PROPERTY

We own all Intellectual Property and other rights in the Interface and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Protocol or any of its contents. Provided that you are eligible and contingent upon your compliance with these Terms, you are hereby granted a personal, worldwide, revocable, non-exclusive and non-assignable license to access and use the Interface. This license is non-transferable, and freely revocable by us at any time without notice or cause. Use of the Protocol or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited. Unlike the Interface, the Protocol comprises open-source software running on the public Ethereum and Blast L2 Networks and is not our proprietary property.

We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.

You agree and acknowledge that all content on the Website must not be copied or reproduced, modified, redistributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from us. Third parties participating on the Website may permit us to utilize trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Website does not infringe the rights of any third party.

TOKEN

SWCH is a cryptographic governance token used in the Protocol and its underlying software, which is an autonomous system of smart contracts on the Blast L2 Blockchain that governs, among other things, the growth and operation of the Protocol. SWCH token holders may use their SWCHs to collectively govern certain rules of use of the Protocol, including participation in voting over some key aspects of the Protocol and the Swich project generally (the “Voting”). Any SWCH token holder will be eligible and participate in any Voting by converting held SWCH tokens to xSWCH (the “Voting Contracts”). You acknowledge that the DAO may make decisions that affect the Services or other programs offered by the Protocol including but not limited to access to Tokens, functionality of the Tokens, and functionality of the Protocol. You agree to waive all claims against us you may have due to actions taken by the DAO.

TOKEN CLAIMING POLICY

It is our policy and you agree that, with regards to the tokens, it is in the best interest of the protocol that tokens do not remain unclaimed. As such, if you (i) do not follow all procedures outlined by us for the claiming of tokens, or (ii) fail to claim tokens that are available for you to claim for a period of thirty (30) days, unless affirmatively waived by us, such tokens shall revert back to us.

Tokens can be claimed by following the procedures outlined on our Interface or through instructions provided by us. The procedures for claiming tokens may change from time to time, and you are responsible for staying up-to-date on the latest procedures. If you fail to follow the procedures for claiming tokens, your tokens shall be forfeited. We may, although we are not obligated to, in our sole discretion, waive the token claiming policy in certain circumstances.

DISCLAIMERS

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. SWICH FINANCE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE PROTOCOL, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. SWICH FINANCE DOES NOT REPRESENT OR WARRANT THAT THE PROTOCOL, THE SERVICES OR ANY MATERIALS OF SWICH FINANCE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF MARINADE FINANCE OR ITS AFFILIATES;

(a) ANY AUTHORIZED OR UNAUTHORIZED USE OF THE WEBSITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT;

(b) ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE WEBSITE;

(c) ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA;

(d) ANY DAMAGES INCURRED BY ANY ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS BY ANY THIRD PARTIES; OR

(e) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY MARINADE FINANCE.

(f) EVEN IF MARINADE FINANCE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.

YOU HEREBY IRREVOCABLY WAIVE, RELEASE AND DISCHARGE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN TO YOU, AGAINST US, OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES RELATED TO YOUR USE OF ANY WALLET SOFTWARE, ASSOCIATED LOSS OF FUNDS, TRANSACTION FAILURES, OR ANY OTHER DEFECTS THAT ARISE IN THE COURSE OF YOUR USE OF YOUR WALLET. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

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