Company overview
SwissCheese Labs, Inc. - (herein after 'The Company') is incorporated in the Republic of Seychelles. The company has designed, built, and deployed a state of the art web based platform which allows users to engage with a gamified ecosystem model of certain financial style assets (the 'Ecosystem'). In order to encourage user engagement and allow use of the ecosystem, the company has decided to develop and deploy an engagement license Token for use within and users of that ecosystem. These are sometimes known as Cryptographic Assets, Digital Assets, or Cryptocurrencies. Users may receive, (use, or otherwise engage with the SWCH Token SWCH ('SWCH' or 'Token(s)') that will work within the newly developed ecosystem by the company.
These SWCH Tokens will be built using distributed ledger technology which contains unchangeable code functions, leveraging software which will enable its users to own and trade a specific type of Tokens.
As part of an international growth strategy, it is anticipated that SWCH Tokens will provide new and advanced features to its units which are designed to expand its abilities. Additionally, the company will enhance its administrative, technical and development services to this blockchain technology network enabled by its users to allow the Tokens to work better within the Ecosystem.
For the avoidance of doubt, the SWCH Token has not been developed by SwissCheese Labs, Inc, it is administered and maintained by The Company. As such, in order to use, hold, interact, or otherwise engage with the Token, You agree to these terms and all the limitations contained within.
Overview of Network and Services
The Swiss Cheese Platform is a totally revolutionary idea that uses elements of blockchain, AI, AR, and Web Based Data transfer to enable users to interact in a peer to peer, decentralized way.
The SWCH Tokens will be built on ETH blockchain technology and accessible from most computer and mobile devices with a private wallet.
The SWCH Token has been developed by some of the most technological minded individuals in the crypto-industry backed by a team featured in major publications across the globe. All of which carry the skillset, talents, and capabilities to deliver this revolutionary product.
TERMS AND CONDITIONS -- DISCLAIMERS
PLEASE READ THESE TERMS IN RELATION TO THE SWCH TOKENS CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND EXHIBITS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT use OR USE SWCH Tokens.
THESE TERMS:
Your use of SWCH Tokens (“SWCH Tokens”) is governed between You and the Company
(“Company,” “we,” or “us”) or your acquiring or using the Tokens at any point is subject to these Terms (“Terms”). Each of you and Company is a “Party,” and together the “Parties.” For the avoidance of doubt these terms shall apply at all times regardless of how you acquire, use, or hold SWCH Tokens.
By using, holding, swapping, or otherwise engaging with the SWCH Token ('Using') at any time you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at support@swisscheese.finance located on our website.
Updates to these Terms and Conditions:
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms on our website www.swisscheese.finance. You will be deemed to have accepted such changes by Using Tokens, engaging with our website, using any of the services aligned with the SwissCheese ecosystem, at any time, or undertaking any action for the advancement of the project as a whole. These Terms may not be otherwise amended except in a signed writing executed by both You and the Company. For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not use or use any SWCH Tokens and dispose of any Tokens You hold.
You and The Company Agree
Purpose and Use of SWCH Tokens in the Network
The purpose of the SWCH Tokens is to facilitate the unit and the network protocol being created and released by Company which allows users engage with an online decentralized gamified financial style network ( the “Network”). Companies within the Swiss Cheese ecosystem are developing this network and all the elements thereof, different elements are run and maintained by different entities, each respectively has its own operation, control, and part within the ecosystem. Each company deploys its own terms of use which are not impacted by these terms and You must agree to in order to use those facilities or any Software/Functionality deployed by them (collectively, the “Services”).
Furthermore the Token is designed to complement certain social objectives aimed to promote social and general inclusion of all users. As such, users of the Token may form a DEX which has no impact on the Company. The Company is designed to assist the Token, its management, and deployment in a safe way.
The sale of SWCH Token is not a solicitation for investment and in no way is intended as an offering of securities in any jurisdiction. This includes Tokens which are sold via any third party or made available for trade such as on an exchange. This is a reward, licensing, and engagement program which can be maintained by the use of a digital token.
Since the SWCH Tokens are designed only for particular uses, it is not merchantable and does not have any other use or value. The Company views SWCH Tokens(s) as a kind of consumable virtual fuel or tool(s) without any specific outlook or expectation on its merchantability or market price. Any price which is given to a Token is illustrative in purpose only, except where it is used as a license framework within a software application. Then such a party may set a price for the use of such a license if they adopt the use of the Token as the same.
I. NON-FINANCIAL NATURE OF OUR TOKENS
Being a transfer mechanism to establish the level of participation by a user, and to have the right to access certain elements of the Swiss Cheese ecosystem, by its design SWCH Tokens are NOT and shall in NO case be understood, deemed, interpreted or construed as:
any kind of currency or money, whether fiat or not;
equity interest, voting or nonvoting securities (or its like) in, or claims against, SWCH Tokens including its members, shareholders, consultants, directors or any other entity in any jurisdiction;
equity or debt investment of any kind in any venture;
any securities having intrinsic value or market price;
any form of financial derivatives;
any commercial paper or negotiable instrument;
any form of investment contract between the relevant holder and any other person;
any commodity or asset that any person is obliged to redeem or use; or
any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.
For more information about SWCH Tokens please visit www.swisscheese.finance ( the "Site"), The SWCH Tokens.
Any information contained within any documents such as White Paper, Press Release, or anything else published or made available for any persons by any company using the Swiss Cheese logo, and is part of the Swiss Cheese ecosystem, is not and shall not be intended to solicit investment or otherwise treat the token like a security.
SALE AND USE
Participation in any SWCH Token sale is voluntary. No person will be deemed as committed or obliged to participate in the SWCH Token Sale Event or use any SWCH Tokens for visiting the site, registering himself/herself with the site, requesting or reading any materials (such as this Disclaimers, or the Whitepaper) made available by any Swiss Cheese Company, or by communicating with SWCH in any manner.
Only those who use the Token during the official Token Sale period and through the organization selling those Tokens are deemed to have committed themselves to use subject to those terms contained within that contract and this document.
This document replaces any and all clauses of documentation agreed during the use of Tokens around the use, nature, or storage of Tokens.
RISKS
It should be understood that use, holding, or use of any SWCH Tokens is not risk-free. See “Risk Factors” discussed below for details.
Each person shall only participate in the SWCH Token Sale Event (a “User ”) through the official method. The nature of the initial sale is done in accordance with international laws and is only open to those persons from countries that allow the preliminary sale of Tokens.
Each User will, upon participating in the SWCH Token Sale Event, be deemed as having perused and comprehended these Disclaimers, the SAFT, the Whitepaper, and the Terms of SWCH Token Sale in full and having voluntarily accepted all the warranties and disclaimers made and the risks disclosed within each.
Upon receipt of the Tokens, and completion of the sale contract, the User and Holder of the Tokens shall be deemed to have also accepted these Terms. Additionally, if you acquire Tokens at any time, you are deemed to have read, understood, and accepted these terms. YOU SHOULD NOT ACQUIRE OR HOLD TOKENS IF YOU HAVE NOT READ, UNDERSTOOD, OR ACCEPTED THESE TERMS. THEY IMPACT YOUR RIGHTS INCLUDING THE RIGHT TO ANY TYPE OF LEGAL ACTION.
The Company, although only an administrator of the Tokens, shall be entitled to take any action to identify any holder of Tokens at any time. Such is known as a “know your customer” exercises, or this can be any other kind of customer due diligence to verify the identities of all or part of the holders and users of Tokens. You shall timely provide all such information and meet all such requests as may be sought or instructed by the Company for that purpose.
If the Company discovers the violating of any anti-money laundering, counter-terrorism financing or other regulatory requirements, You shall be blacklisted and any Tokens you hold shall be removed, recovered, or otherwise blocked from service. The Company shall be entitled to immediately deny the relevant person’s admissibility to the use of any Swiss Cheese service, irrespective of any payment or consideration given, made by that holder. THIS ALSO INCLUDES ANY PERSON WHO IS OR HAS EVER BEEN A UNITED STATES PERSON.
Security
You are responsible for implementing reasonable measures for securing you wallet, or other storage mechanism you use to receive and hold Tokens, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses however they occur.
WARNING: DO NOT HOLD, USE, SWAP, OR OTHERWISE ENGAGE WITH THE TOKEN IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC DIGITAL ASSETS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS
The use of and holding of Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic Tokens, like Bitcoin(“BTC”), and blockchain based software systems. Users should have functional understanding of storage and transmission mechanisms associated with other cryptographic Tokens. If you do not have such experience or expertise, then you should not use SWCH Tokens.
REPRESENTATIONS AND WARRANTIES
To use the SWCH Token each User (You) shall represent and warrant that:
All the information submitted by him/her at any time is true, complete, valid and non-misleading;
Is not a citizen, tax resident or green card holder of the United States of America.
Is of sufficient age to use a Cryptographic Token and is a natural person with full civil capacity of conduct under the laws of the jurisdiction where he/she is domiciled or maintains citizenship;
Is a seasoned participant, and/or professional in the fields of blockchain, distributed ledger technology and cryptocurrency and financial market and is fully aware of the risks associated with the development and use of the SWCH Tokens, Wallet, and Ecosystem;
Participation in any SWCH Token Sale Event, and the use of Tokens is voluntary and based on his/her own independent judgment without being coerced, solicited or misled by anyone else;
Permitted by the laws of each jurisdiction to acquire, receive and hold SWCH Tokens;
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on his/her part in connection with the participation or use of Tokens;
Experienced in and capable of maintaining and safekeeping of any private key(s) or wallets in which he/she holds Cryptographic Tokens;
Only uses such Cryptographic Tokens as lawfully acquired through mining and/or trading to acquire the Tokens;
Aims to acquire SWCH Tokens primarily for using the designed functions of the Swiss Cheese Ecosystem without expectation of any profit or financial yield and does not contemplate to use the Tokens for any financial, speculative, illegal or unethical purpose (including seeking profit); and
If Tokens are acquired on behalf of a company, organization, DAO, Company, Partnership, Foundation or other legal entity, regardless of its registration status, that all of these terms are agreed too, adopted, and the full authority of the board is given to agree to these terms and adherence to them.
All the above representations and warranties made by You shall be true, complete, accurate and non-misleading on and from the date that You acquire Tokens. The Company reserves the right to reject and invalidate any Tokens You hold for any breach of these Terms.
We do not operate or maintain all aspects of the Network, and as such, we have no responsibility or liability for the Network or any ability to control third parties’ use of the Network.
Ownership of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the Ecosystem, if successfully completed and deployed. In particular, you understand and accept SWCH Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its affiliates, other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in these Terms and applicable Network Terms and Policies (as defined below). You understand and accept that the SWCH Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
The creation, use, distribution of, or swapping of the Token does not certify or otherwise guarantee that the Ecosystem will be fully built at any time.
NO US PERSON MAY HOLD, SWAP, MAINTAIN, OR OTHERWISE USE THE TOKEN AT ANY TIME.
Scope of Terms
Unless otherwise stated herein, these Terms govern your use, holding, swapping, or other interaction with Tokens at all times. Regardless of how you acquired them, regardless of how long you hold them for.
Any services provided within the Swiss Cheese ecosystem, will be governed by other applicable terms and policies, which currently include, Terms of Service. These shall be available on the respective website. These Terms work alongside any other Terms and Conditions, Disclaimers, mobile Terms of Use and any Privacy Policy (collectively, the “Terms and Policies”). All of which should be observed. As mentioned above, we may add new terms or policies at our sole discretion, and may update each of from time to time according to modification procedures that the creator of SWCH Token may choose to implement.
Cancellation; Refusal of use Requests
Your use of SWCH Tokens is final, and there are no refunds or cancellations. We reserve the right to refuse or cancel SWCH Tokens use requests at any time in our sole discretion as required by any government agency or law enforcement where any money laundering or use by US person is suspected.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with Tokens, holding Tokens, and using Tokens both in and out of the Swiss Cheese Services in the ecosystem. Some of these are disclosed and explained in Exhibit C and this list should not be treated as final. BY USING SWCH TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Taxes
You are responsible for determining what, if any, taxes apply to your use of SWCH Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your use of SWCH Tokens.
Representations and Warranties
By using SWCH Tokens, you represent and warrant that:
You have read and understand these Terms (including all Exhibits);
You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic Tokens, SWCH Token storage mechanisms such as Token Wallets, blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of using the SWCH Tokens;
You have obtained sufficient information about the SWCH to make an informed decision to use the SWCH Tokens;
You understand that the SWCH Tokens confer only the right to provide and receive Services in the Network and confer no other rights of any form with respect to the Network or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
You are using SWCH Tokens to provide or receive Services in the Network and to support the development, testing, deployment and operation of the Network. You are not using SWCH Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
Your use of SWCH Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to,
legal capacity and any other threshold requirements in your jurisdiction for using the SWCH Tokens, using the SWCH Tokens in the Network, and entering into contracts with us,
any foreign exchange or regulatory restrictions applicable to such use, and
any governmental or other consents that may need to be obtained;
You will comply with any applicable tax obligations in your jurisdiction arising from your use of SWCH Tokens;
If you are using SWCH Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
You are not a resident or domiciliary of The United States of America, nor are you using SWCH Tokens from a location that prohibits the use of Cryptographic Tokens; and
You are not
(i)a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act,
(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with
an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
You understand and acknowledge that title to, and risk of loss of, SWCH Tokens you receive from the Smart Contract System (as defined and explained in Exhibit A).
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:
(i) your use of SWCH Tokens,(ii) your responsibilities or obligations under these Terms,
(iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under the applicable sections of the agreement herein. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) SWCH TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO SWCH TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN SWCH TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT SWCH TOKEN OR THE DELIVERY MECHANISM FOR SWCH TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL
COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF SWCH TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE SWCH TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR SWCH TOKENS.
THE LIMITATIONS SET FORTH IN APPLICABLE SECTIONS HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
Release
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Total waiver of Liability
You hereby warrant and agree that the Company, its directors, members, shareholders or any other party associated with SWCH Tokens shall not be liable for any losses associated with the use of, creation, development, obtaining, transfer, holding, or your general participation in the SWCH sale event or possession of the SWCH Tokens.
You further warrant and agree that you hereby hold the company, its members, directors, or shareholders harmless for any non-development of software features or project development associated with the SWCH project. Any forecasts, figures, suggestions, designs, or ideas are subject to change, compliance, regulations, and development fees. In the event that SWCH does not create, develop, or deploy any of its ideas or suggestions provided on its website, white paper, or in any press release, the company, directors, members, shareholders shall not be liable for any losses or breach of this agreement.
DISPUTE RESOLUTION -- ARBITRATION
Binding Arbitration.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive you and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive you and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions.
Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Process.
Arbitration will be conducted confidentially. Any Dispute shall be referred to and finally resolved by arbitration administered by an arbitration body based in Panama, specifically the Conciliation and Arbitration Centre of Panama (CeCAP). It will be conducted in accordance with the Arbitration Rules of Panama, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Panama City, Panama. The Tribunal shall consist of one (1) or three (3) arbitrator(s). The language of the arbitration shall be English. The Panama judicial system will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. All costs of Arbitration will be born and maintained by you.
Authority of Arbitrator(s)
As limited by these Terms and the applicable arbitration rules in force at the time, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Severability of Dispute Resolution and Arbitration Provisions.
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the
minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Seychelles without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Republic of Seychelles.
Severability
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Miscellaneous
These Terms constitute the entire agreement between you and us relating to your use of SWCH Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at our website and update the “Last Updated” date above. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.
Using SWCH Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Waiver
The parties hereto agree to a uniform waiver of any and all claims in equity, contract, or criminal, against one another whether known, unknown, or anticipated.
Assignment
The user may not assign this agreement under any circumstances. SWCH Tokens may assign it to a third party or other corporation by providing written notice to the other party.
* * * * *
Exhibit A
GENERAL TERMS FOR TOKENS AND THEIR USE
These additional Terms of Service and Use (Hereinafter " Exhibit A Terms" or "Terms of Service") are made between you (Hereinafter the “User” or “you”) and SWCH (Hereinafter “SWCH”, “we”, “us” or “The Company”) (Hereinafter collectively called “The Parties”). By engaging with or using the www.swisscheese.finance (the “Site”), using SWCH Tokens, or utilizing any of SWCH services, you are deemed to have accepted these Terms of Service. If you do not agree with these Terms of Service or any of the clauses contained within, you should no longer continue using the SWCH website or any social media pages.
Preamble
THIS EXHIBIT FORMS PART OF THE OVERALL TERMS AND ALL ELEMENTS OF THESE EXHIBITS SHALL BE INCORPORATED INTO THE TERMS AND CONDITIONS OF THE CONTRACT OVERALL.
Electronic Acceptance
Pursuant to the Electronic Signature laws, you are deemed to accept these terms with your continued use of our website and any of our Services.
We will provide notice of any amendment to these Terms by posting any revised terms to the site and updating the “Last updated” field above accordingly or by any other method we deem appropriate. We are not obligated to provide notice in any other method beyond these. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent use of the Site, Services, or Wallet.
Relationship
At no time are these Terms of Service designed to create a Partnership. The User and SWCH are entering into this agreement and at no time does it constitute the creation of a partnership, agency, or other business relationship in which the Parties can legally bind each other.
Qualifications of User in order to use the site
The User represents and warrants they are at least eighteen (18) years of age, are legally entitled to use the internet and services like those provided by SWCH (according to the Republic of Seychelles and any relevant jurisdiction in which you reside), and have not had your right to use our service previously suspended or revoked by us.
Illegal and Prohibited Use
The User represents and warrants that they will not use the Site, Token, Network or any Wallet for any criminal, illegal, or otherwise prohibited use, including (but not limited to) activities related to money laundering, drugs trafficking, human trafficking, weapon trafficking, terrorism, securities fraud, or tax
evasion.
The User further represents and warrants that they will not use SWCH Token to assist any other party in activities which are not compatible with their domestic or international civil or criminal laws.
From time to time as required by various Money Laundering regulations and regulatory bodies the User may be required to provide identification documents associated with them in order to prove identification or ownership of banking facilities. In the event that SWCH is required to examine personal information relating to a User, SWCH reserves the right to suspend or pause the User Tokens until such time as they have reasonably identified themselves or ownership of banking facility.
During such suspension time the User will not be able to access any SWCH Tokens or use them in the ecosystem.
Identification documents that are accepted include government issued ID and Certified Banking Documentation provided by your banking or financial institution.
At all times the User agrees to indemnify and hold harmless SWCH for any claims or causes of action arising from or out of any investigation or enquiries made from any government or extra-governmental body responsible for financial regulatory conduct that holds jurisdiction over the User.
The User represents and warrants that they will in no way use the Wallet or Services to: distribute spam, junk communications or chain letters; reverse engineer or otherwise improperly access any of the Site’s or the Wallet’s underlying code or technical mechanisms; cause damage to the Site or SWCH through any means, including, but not limited to, through the use of hacking, malware, viruses, illegitimate credentials, phishing, brute force attacks, SQL exploits, or any other method of detrimentally intercepting, interrupting, or damaging any information or functionality related to the Site. You also agree not to transfer access to your Account (as defined below) or any other rights granted to you by these Terms.
NOTICE: USERS IN THE UNITED STATES OF AMERICA MAY NOT USE TOKENS.
Limitation of Liability
The User hereby warrants and agrees that the Company is not responsible whatsoever for any damages caused by the interception, loss or alteration to any information sent over the internet.
While The Company will take reasonable steps to ensure the security and privacy of any information transmitted during your use of our Services, in no event will any such information be considered “confidential” or will its disclosure to a third party, accidental or otherwise, cause liability against SWCH Tokens , even if it occurs as a result of our negligence.
The use of SWCH Services is undertaken “at risk” meaning that SWCH will hold no responsibility toward the User, or any third party, for any actual or anticipated loss resulting from the use of Services. SWCH takes every reasonable precaution to prevent and mitigate attacks. However, these problems still may occur from time to time for reasons that are out of our control.
If SWCH believes a Token active or any Wallet or any part of the Network has been compromised or is under attack, SWCH reserves the right to immediately stop all Services related to such Token. If it is
determined that such an attack caused an associated SWCH Tokens to rapidly lose value or otherwise cause or threaten to cause damage to the Wallet, the Site, or other users, SWCH Tokens may immediately discontinue all activity regarding such SWCH Tokens entirely at its discretion.
Resolution concerning deposits, withdrawals, account balances, services or other disputes related to an attacked SWCH Tokens will be determined on a case-by-case basis.
SWCH makes no representation and does not warrant the safety of the Wallet and is not liable for any lost value or stolen property, regardless of whether SWCH was negligent in providing appropriate security.
SWCH, its members, freelancers, or anyone working on their behalf hold no liability to the client for any actual or anticipatory damages from breach of this contract or the use of Tokens generally.
Mutual Release
By this Agreement each party hereto releases the other party hereto from all claims, demands, damages, rights, liabilities, and causes of action of any nature whatsoever, whether at law or equity, known or unknown, suspected or unsuspected, which are related or in any manner incidental to the Lease and which first arise out of transactions and occurrences from and after the Termination Date. Each party waives and relinquishes any right or benefit which it has or may have under applicable law regarding waiver of unknown claims to the full extent that it may lawfully waive such rights and benefits. In connection with such waiver and relinquishment, each party acknowledges that it is aware that it or its lawyers or accountants may hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Agreement or the other party hereto but that is such parties intention hereby fully, finally, and forever to settle and release all of the claims, disputes, and differences, known or unknown, suspected or unsuspected, which now exist or may exist hereafter between each party.
Nothing contained in this section will remove the right of SWCH to recover unpaid sums due for their performance under this contract and any costs associated with the recovery of that sums owed to them by the User.
The Company Does Not Provide Legal, Financial or Investing Advice
At no time does SWCH provide any legal, financial, investing advice and any publicised, provided, or referred to information or publications should not be considered as such.
SWCH documents, site or services are not any other kind of specialized or expert advice on which the User might detrimentally depend, causing liability against The Company. In using the Token, you represent and warrant that you have sought any legal, financial, investment or otherwise specialized advice from an expert qualified to provide such counsel, or else you have the sufficient knowledge and sophistication to evaluate the risks and merits associated with Blockchain and/or SWCH Tokens management and offerings and to competently use our Services. We give no warranty regarding the suitability of any Tokens or other assets acquired using our Wallet and assume no fiduciary duties to you.
The User represents and warrants the understanding that any recommendations or commentary made by The Company or its employees or other users should be considered generalised in
nature, and you should use your own judgement or seek the advice of an expert before taking any action regardless of such statement. We give no assurance as to the accuracy or completeness of any such statement.
At all times the User agrees to undertake their own due diligence regarding the use of online digital Tokens before engaging in any of the Services provided by The Swiss Cheese ecosystem.
Distribution and use of SWCH Tokens
SWCH Tokens used by the User will be issued according to the respective Terms of SWCH Tokens Sale ( and further detailed ). Once issued by the seller of the Tokens, Tokens will be distributed to users.
From time to time a company within the Swiss Cheese network may dispose of or otherwise liquidate any holdings of Tokens that they may have. The purpose of this can be to assist the network, improve the transaction quality, reward users, or assist in any way with the project overall.
INVESTMENT NOTICE
AT NO TIME IS THE USE OF SWCH TOKENS AN INVESTMENT. THE USE OF SWCH TOKENS IS A TRANSACTION AND DOES NOT AMOUNT TO OWNERSHIP, LENDING, OR CASH STYLE INVESTMENTS. SWCH TOKENS IS NOT REGULATED BY ANY FINANCIAL BODY AND DOES NOT PROVIDE INVESTMENT OPPORTUNITIES, ADVICE, OR OPTIONS.
SWCH IS NOT PROVIDING AN INVESTMENT OPPORTUNITY.
License
We grant you a limited, nonexclusive, nontransferable license (“License”) to access our network and use any Wallet, Token, Site and Services.
This License is subject to these Terms. Any other use of the Services not expressly permitted by these Terms is prohibited. All other rights in the Wallet are reserved by SWCH and our licensors, including that to any content or functionality as presented on the Site or the Wallet. “SWCH Tokens ,” and all logos related to Services or displayed on the Site are registered marks of SWCH or its affiliates.
You will not redistribute, claim ownership, license, deconstruct, reverse engineer, alter, incorporate into any other works or websites, or otherwise exploit any such content or functionality without prior express written consent of SWCH.
Termination
We may terminate or suspend your License to use our Services without prior notice or liability for any reason whatsoever, including (but not limited to) breaching of these Terms. Nothing in these terms or in any other communication or action by SWCH or our employees, agents or representatives should be taken as a waiver of any legal remedies available for any event causing termination.
All provisions of the Terms which by their nature should survive termination shall survive termination, including (but not limited to) ownership provisions, disclaimers or limitations of obligations or liability, and indemnity.
Assignment
The Company reserves the right to assign this agreement or any part hereto to a third party without the written consent of the User.
Any assignment will be notified to the User by email prior to the assignment of these Terms of Service.
Links to other Web Sites
The Company may provide links to third-party web sites or services that are not owned or controlled by The Company. The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services.
You further acknowledge and agree that The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or detrimental reliance on any information, content, goods or services available on or through any such web sites or services. The Company is not liable for any loss or damage incurred as a result of interacting with any third party content on our Site.
The owners of this website and the company cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
This website may contain sponsored links and adverts. These will typically be served through our advertising partners, to whom may have detailed privacy policies relating directly to the adverts they serve.
Clicking on any such adverts will send you to the advertisers website through a referral program which may use cookies and will track the number of referrals sent from this website. This may include the use of cookies which may in turn be saved on your computer's hard drive. Users should therefore note they click on sponsored external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
The owners of this website and the company cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.
Use of Cookies
This website uses cookies to better the users experience while visiting the website. Where applicable this website uses a cookie control system allowing the user on their first visit to the website to allow or disallow the use of cookies on their computer / device. This complies with recent legislation requirements for websites to obtain explicit consent from users before leaving behind or reading files
such as cookies on a user's computer / device.
Cookies are small files saved to the user's computer's hard drive that track, save and store information about the user's interactions and usage of the website. This allows the website, through its server to provide the users with a tailored experience within this website.
Users are advised that if they wish to deny the use and saving of cookies from this website onto their computers hard drive they should take necessary steps within their web browsers security settings to block all cookies from this website and its external serving vendors.
This website uses tracking software to monitor its visitors to better understand how they use it. The software will save a cookie to your computer's hard drive in order to track and monitor your engagement and usage of the website, but will not store, save or collect personal information. You can read our privacy policy on our website for further information.
Other cookies may be stored to your computer's hard drive by external vendors when this website uses referral programs, sponsored links or adverts. Such cookies are used for conversion and referral tracking and typically expire after 30 days, though some may take longer. No personal information is stored, saved or collected.
Contact and Communication
Users contacting this website and/ or The Company do so at their own discretion and provide any such personal details requested at their own risk.
Your personal information is kept private and stored securely until a time it is no longer required or has no use, as detailed in the Data Protection Act. Every effort has been made to ensure a safe and secure form to email submission process but advise users using such form to email processes that they do so at their own risk.
This website and its owners use any information submitted to provide you with further information about the products / services they offer or to assist you in answering any questions or queries you may have submitted.
This includes using your details to subscribe you to any email newsletter program the website operates but only if this was made clear to you and your express permission was granted when submitting any form to email process. Or whereby you the consumer have previously used from or enquired about using from the company a product or service that the email newsletter relates to. This is by no means an entire list of your user rights in regard to receiving email marketing material. Your details are not passed on to any third parties.
In sending the company or the website your personal information you are consenting to allow the company to contact you subject to the above conditions. Any data held by the company relating to individuals will be stored and destroyed once a period of 12 months of no communication has occurred between The User and The Company.
The company will never knowingly or willingly pass information it holds on Users (For clarity this includes: clients, prospects, or website users) onto a third party without the consent of the said user.
Email Communications
From time to time The Company operates an email newsletter program, used to inform subscribers about products and services supplied by this website. Users can subscribe through an online automated process should they wish to do so but do so at their own discretion. Some subscriptions may be manually processed through prior written agreement with the user.
All personal details relating to subscriptions are held securely and in accordance with the Data Protection laws. No personal details are passed on to third parties nor shared with companies / people outside of the company that operates this website.
Under the Data Protection Act you may request a copy of personal information held about you by this website's email newsletter program. A small fee will be payable. If you would like a copy of the information held on you please write to us using the contact details contained on the website.
Email marketing campaigns published by this website or its owners may contain tracking facilities within the actual email. Subscriber activity is tracked and stored in a database for future analysis and evaluation. Such tracked activity may include; the opening of emails, forwarding of emails, the clicking of links within the email content, times, dates and frequency of activity [this is by no far a comprehensive list].
This information is used to refine future email campaigns and supply the user with more relevant content based around their activity.
In compliance with international spam Laws and the Privacy and the European Electronic Communications Regulations 2003 subscribers are given the opportunity to un-subscribe at any time through an automated system. This process is detailed at the footer of each email campaign. If an automated un-subscription system is unavailable clear instructions on how to un-subscribe will be detailed instead.
Copyright of Communications In Connection With Our Services
You agree that any materials, information or communications transmitted between the User and The Company in any form, or between the User and any other user via any of our services, are non-confidential and will become the sole, exclusive property of The Company.
The Company will own all intellectual property rights to such communications or materials, and can use or disseminate them in a completely unrestricted fashion for any legal purpose, commercial or otherwise, without notifying or compensating you. You hereby waive any right to litigation or recovery for perceived damages caused by the use of this information as is permissible by law.
Social Media Platforms
Communication, engagement and actions taken through external social media platforms that this website, the company, and its owners participate on are custom to the terms and conditions as well as the privacy policies held with each social media platform respectively.
Users are advised to use social media platforms wisely and communicate / engage upon them with due care and caution in regard to their own privacy and personal details. This website nor its owners will
ever ask for personal or sensitive information through social media platforms and encourage users wishing to discuss sensitive details to contact them through primary communication channels such as by telephone or email.
This website may use social sharing buttons which help share web content directly from web pages to the social media platform in question. Users are advised before using such social sharing buttons that they do so at their own discretion and note that the social media platform may track and save your request to share a web page respectively through your social media platform account.
The Company holds responsibility for any and all comments, posts or any other action taken on social media belonging to the company. Social media can easily be identified as belonging to the company by the name of the account on the relevant social media platform. Any and all comments and actions made on social media are not intended to cause offense or serve as a defamatory action. Each and every posting will be checked for accuracy.
If you believe your intellectual property rights, personal rights, or any other rights have been infringed by any action on social media you are to notify the company as soon as possible so that the company has an opportunity to rectify and/or remove the post.
Reputation
The User shall do nothing to bring The Company, or any company in the Swiss Cheese ecosystem its members, directors, shareholders, or any part belonging thereto into disrepute or dispute.
At all times the User shall be an ambassador of The Company and the Token, and act within its best interests of both. You shall do nothing to harm the Company, its members, shareholders, or anyone associated with it.
The User shall report and notify The Company of any unwanted, unreasonable, bad, or negative outcomes as to their use of the Website or Services.
Indemnification
You agree to indemnify, exculpate and hold The Company, its representatives, affiliates, employees and service providers harmless from any claim or demand permissible by law arising out of or related to the use of these Services, including any breach by you of these Terms or violation of any law, rule, or rights of a third party. You agree to pay for any legal fees or other costs that incurred The Company or any other indemnified parties as a result of your actions.
Disclaimer of Warrants and Guarantees
The Company does not guarantee any level of performance or the continued, uninterrupted availability of our Services. We do not guarantee the accuracy of any information provided on the Site. We hereby disclaim all warrants and guarantees that are not expressly made in these Terms.
Applicable Law and Venue
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and
interpreted in accordance with the laws of the Republic of Seychelles, without giving effect to principles of conflicts of law.
The laws of the Republic of Seychelles shall apply to this contract and the courts of The Republic of Seychelles shall hold exclusive jurisdiction over any dispute arising from them.
Arbitration
As set forth elsewhere among these Terms and Conditions, the parties agree to binding arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims tribunals or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company
(i)waive you and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and
(ii)waive you and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitration, Class Action or Representative Actions
Any Dispute arising out of or related to this Agreement is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
As agreed throughout these Terms, any Dispute shall be referred to and finally resolved by arbitration administered by an Arbitration body located within Panama City, Panama (The Conciliation and Arbitration Centre of Panama CeCAP) and conducted in accordance with the rules for them time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in Panama City, Panama. The Tribunal shall consist of either one (1) or three (3) arbitrator(s). The language of the arbitration shall be English applying the laws of the Republic of Panama.
Notices
Any notices relating to these Terms of Service are to be sent to the company via email found on our website.
Survival and Severability
Any portion of these Terms that reasonably should survive the termination of your License or any other agreement is hereby agreed to do so. If any provision of these terms is deemed illegal, invalid or otherwise invalid for any reason, then that provision will be severed and the rest of these Terms will
remain intact and enforceable.
Integration
Our failure to exercise or enforce any rights or provisions of these Terms does not constitute a waiver of those rights or provisions. These Terms represent the entire and complete agreement between the User and The Company, including any future modification of these Terms, superseding any prior agreements or communications between you and us. Any ambiguities in these Terms shall be construed in the light most favourable to The Company.
Act of God
The Company performance under these Terms shall be excused if the failure of such performance is caused by forces beyond its reasonable control. This includes (but is not limited to) acts of God, acts of any government, war or civil unrest, severe weather, fire, natural disasters, political embargoes, terrorism, power or equipment failure, industrial or labor disputes or controversies, acts of any third party, or blockchain failures. Thus SWCH is not liable for failure to perform solely caused by unavoidable force majeure casualty, acts by common carriers, emergency conditions, or any similar unforeseen event that renders performance commercially implausible.
If such an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
EXHIBIT C
ASSUMPTION OF RISKS
Certain Risk Factors Relating to Use, Sale and Use of Tokens
Important Note: As noted elsewhere in these Terms, the SWCH Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By using , holding and using SWCH Tokens, you expressly acknowledge and assume the following risks:
Risk of Losing Access to SWCH Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of SWCH Tokens stored in your digital wallet. Accordingly, loss of requisite private key(s) associated with your digital wallet storing SWCH Tokens will result in loss of such SWCH Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your SWCH Tokens.
Risks Associated with the ETH Protocol
Because SWCH Tokens and the Network are based on the ETH protocol, any malfunction, breakdown or abandonment of the Solana protocol may have a material adverse effect on the Network or SWCH Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the SWCH Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the ETH protocol.
Risk of Mining Attacks
As with other decentralized cryptographic SWCH Tokens based on the Solana protocol, the SWCH Tokens are susceptible to attacks by miners in the course of validating SWCH transactions on the Solana blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Network and the SWCH Tokens, including, but not limited to, accurate execution and recording of transactions involving SWCH Tokens.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network or the SWCH Tokens in a variety of ways, including, but not limited to, treasury vulnerability, malware
attacks, denial of service attacks, consensus-based attacks, man in the middle, Sybil attacks, smurfing and spoofing. Furthermore, because the Network is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the SWCH Tokens.
Hackers or other groups or organizations may attempt to steal revenue from the initial sale, thus potentially impacting the ability of SWCH to develop the SWCH Tokens Platform and operate the Network. To account for this risk, SWCH has and will continue to implement comprehensive security precautions to safeguard the proceeds obtained from the sale of SWCH Tokens. Multi-factor security measures will be taken to protect all currencies and proceeds including physical elements, algorithms, multisignature keys, anti-spear-phishing procedures, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams. As acknowledged, there is always a risk that the SWCH Team, or other third parties not directly affiliated with the Parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the SWCH Platform causing the system to lose SWCH Tokens stored in one or more User accounts or other accounts or lose sums of other valued SWCH Tokens issued on the SWCH Platform.
SWCH has taken steps to build, maintain, and secure the infrastructure of the SWCH Platform, and will continue to do so after the initial sale. For example, SWCH intends to hire external consultants on a periodic basis to assess and audit the security of the SWCH Platform and will work with cryptography and security experts to develop and employ best practices to audit the Platform. As acknowledged by both parties, advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the SWCH Tokens Platform, which could result in the theft or loss of SWCH Tokens or other valuable assets. To the extent possible, SWCH intends to update the protocol underlying the SWCH Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates. As with other cryptocurrencies, the blockchain used for the SWCH Platform is susceptible to mining attacks, among others. Any successful attacks present a risk to the Solana Platform generally, and the SWCH network specifically, effecting expected proper execution and sequencing of SWCH Tokens transactions, and expected proper execution and sequencing of contract computations, as well as other potential losses identified here as risk factors, in addition to those unidentified or unexpected. The use of SWCH Tokens carries with these significant risks. Prior to using SWCH Tokens, the User should carefully consider the risks herein identified, and, to the extent necessary, consult experts of your choosing ( cryptographic and cyber security specialists, lawyers, accountants, and/or other professionals) prior to determining whether to use SWCH Tokens.
Risks Associated with Markets for SWCH Tokens
The SWCH Tokens are intended to be used solely within the Network, and Company will not support or otherwise facilitate any secondary trading or external valuation of SWCH Tokens. This restricts the contemplated avenues for using SWCH Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the SWCH Tokens you hold. Even if secondary trading of SWCH Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.
Furthermore, to the extent that third parties do ascribe an external exchange value to SWCH Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, SWCH Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the SWCH Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the SWCH Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the SWCH Tokens. Regulatory actions could negatively impact the Network and the SWCH Tokens in various ways, including, for purposes of illustration only, through a determination that SWCH Tokens are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Risks Arising from Taxation
The tax characterization of SWCH Tokens is uncertain. You must seek your own tax advice in connection with using SWCH Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of Alternative Networks
It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Network and attempt to facilitate services that are materially similar to the Services. The Network may compete with these alternative networks, which could negatively impact the Network and SWCH Tokens.
Risk of Insufficient Interest in the Network or Distributed Applications
It is possible that the Network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Network) more generally. Such a lack of use or interest could negatively impact the development of the Network and therefore the potential utility of SWCH Tokens.
Risks Associated with the Development and Maintenance of the Network
The Network is still under development and may undergo significant changes over time. Although we
intend for the SWCH Tokens and Network to follow the specifications set forth in our Terms and Conditions, and throughout our site, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the SWCH Tokens or Network for any number of legitimate reasons.
This could create the risk that the SWCH Tokens or Network, as further developed and maintained, may not meet your expectations at the time of use. Furthermore, despite our good faith efforts to develop and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and SWCH Tokens.
Risk of an Unfavorable Fluctuation of Currency Value
The Company team intends to use the proceeds from selling SWCH Tokens to fund the maintenance and development of the Network, as described further in the Terms of Sale. The proceeds of the SWCH Tokens sale will be denominated cryptographic and fiat currencies. In addition, some pre-sales of the SWCH Tokens may also be denominated in fiat currencies. If the value of currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Network in the manner that it intended.
Risk of Dissolution of the Company or Network
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, decrease in the SWCH Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Network may no longer be viable to operate and the Company may dissolve.
Risks Arising from Lack of Governance Rights
Because SWCH Tokens confer no governance rights of any kind with respect to the Network or Company or its corporate affiliates, all decisions involving the Network or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Network, to create and sell more SWCH Tokens for use in the Network, or to sell or liquidate the Company. These decisions could adversely affect the Network and the SWCH Tokens you hold.
Risks Involving Cloud Storage
As the Company provides services to individual and institutional clients, including users and applications which involves data storage to some extent, the Services are susceptible to a number of risks related to the storage of data in the cloud. While the Company does not have access to the contents of the data stored through the Services, the Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber- attack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the Network, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control with the Company’s Services. The risk that the Services may face increasing interruptions and the Network may face additional security vulnerabilities could adversely affect the Network and therefore the future utility of any SWCH Tokens that you hold.
Unanticipated Risks
Cryptographic SWCH Tokens such as SWCH Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your use, holding and use of SWCH Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.
Contact Us
If you have any questions about these Terms or the Conditions and Disclaimers as set forth herein and in the attached Exhibits, please contact us at our website
Disclaimer: All information contained herein is accurate at the time of publishing.
Special Terms Applicable to U.S. Persons
1. Use of Platform
Each U.S. Person acknowledges and agrees that their access to, use of, or participation in the Platform or the Tokens is permitted only to the extent that such access, use, or participation is lawful under all applicable laws and regulations within their state or territory, and the federal laws of the United States.
2. Waiver of Class Action Rights
To the fullest extent permitted by applicable law, each U.S. Person agrees that any and all disputes, claims, or causes of action arising out of or connected with the purchase, sale, or use of SWCH Token available on this platform shall be resolved individually, without resort to any form of class action. U.S. Persons hereby irrevocably waive any right to participate in a class action lawsuit or class-wide arbitration.
3. No U.S. Regulatory Filing or Registration
The Tokens offered through this platform are not intended to constitute securities or financial instruments under the laws of the United States. No registration has been or will be filed with the U.S. Securities and Exchange Commission or any U.S. state regulator. U.S. Persons affirm that they are acquiring Tokens solely for personal use and not for investment purposes. Any resale or secondary transfer is at their own risk and responsibility.
4. Jurisdictional Waiver
By accessing or using the platform, each U.S. Person irrevocably agrees that any claim or dispute relating in any way to the platform, Tokens, or any associated services shall be governed exclusively by the laws and courts of the Republic of Panama, without regard to conflict of laws rules. U.S. Persons expressly and irrevocably waive any right to assert claims under the laws of any U.S. federal or state court or regulatory authority and agree not to initiate or support any action in any U.S. forum.
5. No Alter Ego or Agency Assumption
U.S. Persons expressly acknowledge and agree that they are not relying upon any representations that any entity affiliated with this platform is acting as an agent, representative, or alter ego of any U.S. person or U.S.-based entity. The legal structure and corporate separation between entities is acknowledged and agreed upon. No claim shall be made on the basis of veil-piercing, alter ego, or similar doctrines.
6. Binding Arbitration
U.S. Persons agree that any disputes, controversies, or claims arising out of or relating to these terms, Tokens, or the use of the platform shall be resolved by final and binding arbitration administered by the Conciliation and Arbitration Centre of Panama (CeCAP). The seat of arbitration shall be Panama City, Panama, and the arbitration shall be conducted in English. The decision of the arbitrator(s) shall be final and binding on the parties and enforceable in any court of competent jurisdiction. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. The fully Arbitration clause is contained within our terms.
7. Notice Responsibility and Constructive Acceptance
All U.S. Persons are deemed to have accepted and understood these terms by accessing or using the platform or holding any Tokens associated with it. Continued holding or use of the Tokens after any changes to these terms constitutes constructive acceptance. It is the sole responsibility of each U.S. Person to review the website and all applicable notices periodically
8. No Alter Ego Claims or Affiliation Assumptions
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