Valid from: 14 Dec 2021

This agreement contains the terms and conditions necessary for use of the SwipeX service by the Customer. Please read this agreement carefully before you (Customer) start to use the SwipeX Service. Your agreement to these Terms and Conditions is necessary for your use of the SwipeX service. Please do not use the SwipeX service if you do not agree to these terms and conditions.

1. Service Description

SwipeX is an internet-based exchange platform for providing services of exchanging a virtual currency against virtual currency and virtual currency against a fiat currency and providing a virtual currency wallet service. Customers who have been verified can purchase and sell and exchange cryptocurrency. Fiat money can be exchanged for cryptocurrency and vice-versa. All transaction and event logs are stored on the platform and server.

The SwipeX service is provided by ClearTransfer UAB (company registered under the law of Lithuania under number 306060103).

2. Customer Agreement

This Agreement (“Agreement”) governs the relationship between Customer and ClearTransfer UAB (“us” or “The Company”). This Agreement cannot be amended or waived except in writing by a authorized officer of the Company, e.g. Customer Service employees cannot amend or waive any part of this Agreement. Customer acknowledges that the Company may revise this Agreement from time to time. Customer’s use of the SwipeX service after such notice constitutes acceptance of the revised Agreement. Failure of the Company to enforce any term or condition of this Agreement is not a waiver of the term/condition. The Company reserves the right to deny its services in whole or in part to any individual or to any organization.

3. Key definitions

3.1. “Services” means all products, services, content, features, technologies or functions offered by the Company as the SwipeX service.
3.2. “External Account” means any Financial Account or Digital Asset Account:
3.2.1. from which Customer may load Funds into Customer’s SwipeX Account, and
3.2.2. to which Customer may transfer Funds from Customer’s SwipeX Account.
3.3. “Financial Account” means any financial Account of which Customer is the beneficial owner and that is maintained by a third party outside the purview of the Services provided by the Company, including, but not limited to third-party payment service Accounts or Accounts maintained by third party financial institutions.
3.4. “Funds” means Digital Asset and/or Legal Tender.
3.5. “Legal Tender” means any national currency, such as U.S. dollars or Euros, that may be used in connection with a purchase or sale of Digital Assets via the Services and does not include any Digital Asset.
3.6. “SwipeX Account” means a user Account accessible via the Services where Funds may be stored by the Company on behalf of a user.
3.7. “Digital Asset” means digital assets like cryptocurrencies, payment units, digital payment solutions that may be purchased, sold or traded via the Services.
3.8. “Insufficient Funds” means that if Customer has an insufficient amount of Funds in Customer’s SwipeX Account to complete an order via the Services. The Company may cancel the entire order or may fulfil a partial order using the amount of Funds currently available in Customer’s SwipeX Account, less any fees owed to the Company in connection with our execution of the trade.
3.9. “Force Majeure Events” mean events caused by:
3.9.1. any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information;
3.9.2. any loss or damage – arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a “Force Majeure Event”).

4. Customer Qualification and Verification.

4.1. The SwipeX service is a licenced exchange and therefore is under obligation by law to collect Know Your Customer (KYC) documents in compliance with Anti Money Laundering and Anti Terrorist Financing guidelines. Customer agrees to provide correct and real documents for KYC. Any discrepancy in KYC documents may result in rejection of Customer’s application for an account with the Company or permanent blocking of the customer’s account. The Company may also have to report the matter to authorities.
4.2. With registration of an account on the SwipeX service, Customer agrees to:
4.2.1. share personal information requested for the purposes of identity verification and address verification and provide documents in support. This information is used specifically for the prevention and detection of money laundering, terrorist financing, fraud and other financial crimes in the SwipeX service. The Company may ask for additional documents if it is not convinced with the documents provided;
4.2.2. permit the Company to keep a record of such information for the lifetime of Customer’s account plus 5 years beyond account closing;
4.2.3. the Company making inquiries, either directly or through third parties, that are deemed necessary to verify Customer’s identity or to protect Customer and/or us against financial crimes such as fraud.
4.3. Customer warrants that his, her or its application is true and complete and will promptly notify the Company of any change in his / her / its personal information and authorizes the Company to make any inquiry to verify the information.
4.4. Customers who are natural persons must comply with the following criteria in order to use the Services:
4.4.1. Customer is over 18 years of age;
4.4.2. Customer is not an accused, convicted or subject to any on going or pending investigation relating to anti-money laundering, terrorist financing or any other illegal activity involving serious crimes under any jurisdiction;
4.4.3. Customer is under no legal incapacity; and
4.4.4. Customer has sufficient knowledge and experience to understand the nature and risks of the products to be traded.
4.5. Customers who are legal persons must comply with the following criteria in order to use the Services:
4.5.1. Customer is authorized under its governing law(s) and in the jurisdictions in which it is organized and/or regulated to enter this Agreement and trade;
4.5.2. Customer is not an accused, convicted or subject to any on going or pending investigation relating to anti-money laundering, terrorist financing or any other illegal activity involving serious crimes under any jurisdiction;
4.5.3. Customer is under no legal incapacity; and
4.5.4. Customer’s authorised officer to enter orders has proper written authority in a legal format and has sufficient knowledge and experience to understand the nature and risks of the products to be traded.
4.6. Unless Customer notifies the Company otherwise, Customer represents that Customer is not a broker-dealer; futures commission merchant or affiliate, associated person or employee thereof. Customer agrees to notify the Company immediately electronically through the SwipeX website if Customer becomes employed or associated with a broker-dealer or futures commission merchant.

5. Customer’s Rights and Responsibilities

5.1. The Customer has the right to use the Services, as long as he/she agrees to and actually complies with the Terms of Service. By using the Services, the Customer agrees to accept and comply with the terms and conditions stated herein.
5.2. The Customer undertakes to read the entire Terms of Service carefully before using the Services provided by the Company.
5.3. The Customer undertakes to comply with all applicable laws and regulations related to the use of the Services and agrees not to use SwipeX services if it is prohibited by the local laws and regulations of the Customer.
5.4. The Customer undertakes to monitor all changes on his/her Account, including but not limited to the balance matters.
5.5. The Customer undertakes to immediately (i.e. right after the moment of discovery) inform the Company about any unusual, suspicious, unclear or abnormal changes on his/her Account. In case of late informing or non-informing , the Customer will be liable for the breach of the Terms of Service and the Company will have the right to take any further steps accordingly, including but not limited to report to the relevant state or national authorities.
5.6. The Customer agrees that, whenever the Transaction is made, the Swipex service sends and receives the monetary sums and/or cryptocurrencies to/from the Buyer’s / Seller’s Accounts opened in their name and on their behalf. The Company cannot reverse the transaction in case of any mistake made on behalf of the Customer.
5.7. The Customer undertakes to notify the Company immediately of any unauthorized use of his/her Account or password, or any other breach of security by email addressed to [email protected] Failure to comply with this rule will result in the Customer being held liable for any losses incurred by the Company or Customer or any user of the Services.
5.8. The Customer undertakes not to use the Services to perform criminal activity of any sort, including but not limited to, money laundering, illegal gambling operations, financing terrorist organizations, or malicious hacking.
5.9. The Customer is responsible for all damages caused, and all liability actions brought against the Company for infringement of any third-party rights or violation of any applicable laws.
5.10. Nothing in the Terms of Service excludes or limits the liability of the Customer for fraud, death or personal injury caused by their negligence, breach of the terms implied by operation of law or any other liability which may not be limited or excluded by law.
5.11. Customers are solely responsible for determining whether any contemplated Transaction is appropriate for them based on their personal goals, financial status and risk willingness.
5.12. All added payment instruments to Customer’s Account, may it be a bank account, credit card, debit card, or others must be named after the Account holder. Any attempt otherwise will be considered as fraud.

6. SwipeX Account

6.1. SwipeX Account information and security: In order to engage in any trades via the Services, Customer must create a SwipeX Account and provide any requested information.
6.2. Responsibility for Customer orders/Trades: Customer acknowledges that the Company does not have any means to verify whether the account login using username and password of the Customer is fraudulent or entered into by an unauthorized person. Therefore, Customer agrees to keep its username and password secure, discreet and secret at all times. Customer shall not allow anyone else to access Customer’s Account. Customer is responsible for the confidentiality and use of Customer’s username and password and agrees to report any theft/loss of such username/password, or any unauthorized access to Customer’s Account immediately by electronic means through the SwipeX service customer support at [email protected] Customer remains and will be responsible for all transactions entered using Customer’s username and password.
6.3. Number of SwipeX Accounts: the Company may, in its sole discretion, limit the number of SwipeX Accounts that Customer may hold, maintain or acquire.
6.4. Assignment: Customer may not assign or transfer any of Customer’s rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, with one week’s prior notice to the customer.
6.5. Closing the Account by Customer: Customer may close its SwipeX Account upon notice to the Company electronically through the SwipeX customer support at [email protected] but only after all positions are closed and all other requirements specified on the SwipeX website regarding Account closure are satisfied.

7. Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use and share Customer’s information. Using of the SwipeX service by the customer is subject to acceptance of the Privacy Policy by the Customer.

8. No Investment, Tax or Trading Advice

The Company is not authorized to provide investment, tax or trading advice or to solicit orders. Nothing in the Swipex service is a recommendation or solicitation to buy or sell Digital Assets. The Company is not responsible for any such information provided to Customer by any affiliate or any of the officers, directors, employees, associates, or agents of the Company.

9. Funding Customer’s SwipeX Account

In order to complete an order or trade via the Services, Customer must first load Funds to Customer’s SwipeX Account using one of the approved External Accounts identified via the Services. Customer may be required to verify that Customer controls the External Account that Customer uses to load Funds to Customer’s SwipeX Account. Customer may be charged fees by the External Account that the Customer uses to fund Customer’s SwipeX Account. SwipeX is not responsible for any External Account fees or for the management and security of any External Account. Customer is solely responsible for Customer’s use of any External Account, and Customer agrees to comply with all terms and conditions applicable to any External Account. The timing associated with a load transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and SwipeX makes no guarantee regarding the amount of time it may take to load Funds into Customer’s SwipeX Account.

10. About Funds Held on Customer’s SwipeX Account

Customer agrees that Fiat money held in Customer’s SwipeX Account is exclusively for the purchase of Digital Assets or withdrawal to Customer’s approved External Account. Proceeds from the sale of Digital Assets will be credited to Customer’s fiat Account, less any transactional or other fees. Furthermore, Customer agrees that the Company does not pay interest on free fiat balances held in Customer’s Account.

11. Transfer Authorization

When Customer requests that the Company loads Funds onto Customer’s SwipeX Account from Customer’s External Account or request that the Company transfers Funds to Customer’s External Account from Customer’s SwipeX Account, Customer authorizes the Company to execute such transaction via the Services.

12. Rejected Transactions

In some cases, the External Account may reject Customer’s transactions or may otherwise be unavailable. Customer agrees that Customer will not hold the Company liable for any damages resulting from such rejected transactions.

13. Remaining Funds After Account Termination (Normal)

Once the account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to the Company) on the account will be payable at once to the Company. Upon payment of all outstanding charges to the Company (if any), the Customer will have 5 working days to withdraw all funds from the account.

14. Remaining Funds After Account Termination (Fraud/AML/Violation of Terms)

The Company maintains full custody of the funds and Customer data/information which may be turned over to the authorities in event of account suspension/closure arising from fraud investigations, AML investigations or violation of Terms of Service (e.g., trading on the SwipeX service from a sanctioned country), or if so warranted by the authorities.

15. Order Cancellation/Modification/Expiry

Customer acknowledges that it may not be possible to cancel/modify an order and that Customer is responsible for executions notwithstanding a cancel/modify request. Customer may only cancel an order initiated via the Services if such cancellation occurs before the Company executes the transaction. Once Customer’s order has been executed, Customer cannot change, withdraw or cancel Customer’s authorization for the Company to complete such transaction. If an order has been partially fulfilled, Customer may cancel the unfulfilled remainder unless the order relates to a market trade. We reserve the right to refuse any cancellation request associated with a market order once Customer has submitted such order. All trades are irreversible once initiated. The Customer does not have a right to a reversal of a trade. The Company reserves the right to suspend or freeze any Order if there is a breach of any of the terms set out in these Terms of Service by the Customer.

16. Order Monitoring

16.1. Customer agrees to monitor each order until the Company confirms execution or cancellation. Customer acknowledges that confirmations of executions or cancellations may be delayed or may be erroneous (e.g. due to computer system issues) or may be cancelled/adjusted by an exchange. Customer is bound by the actual order execution, if consistent with Customer’s order. If the Company confirms execution or cancellation in error and Customer delays reporting such error, the Company reserves the right to remove the trade from the Account or require Customer to accept the trade, in the Company discretion.
16.2. Customer agrees to notify the Company immediately by telephone or electronically through customer support [[email protected]] if: i) Customer fails to receive an accurate confirmation of an execution or cancellation; ii) Customer receives a confirmation that is different than Customer’s order; iii) Customer receives a confirmation for an order that Customer did not place; or iv) Customer receives an Account statement, confirmation or other information reflecting inaccurate orders, trades, balances, positions, margin status or transaction history. Customer acknowledges that the Company may adjust Customer’s Account to correct any error. Customer agrees to promptly return to the Company any assets erroneously distributed to Customer.

17. Trade Confirmation

Once the Services execute Customer’s trade, a confirmation will be electronically made available via the Services detailing the particulars of the trade. Customer acknowledges and agrees that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.

18. Consent to Electronic Delivery

Customer agrees and consents to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”) that the Company provides in connection with Customer’s SwipeX Account and/or use of the SwipeX services. Customer agrees that the Company may provide these Communications to Customer by posting them via the Services, by emailing them to Customer at the email address provided by the Customer. Customer should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. Customer may also contact us through support at [email protected] to request additional electronic copies of Communications or, paper copies of Communications for a fee that may be levied by the Company.

19. Requesting Paper Copies

If, after Customer consents to receive Communications electronically, Customer would like a paper copy of a Communication previously sent to the Customer, Customer may request a copy within 30 days after the date of the Communication by contacting Customer support at [email protected] In order for the Company to send paper copies to Customer, Customer must have a current complete physical address on file with the Company. Please note that the Company operates exclusively online and it is very burdensome for the Company to produce paper copies of Communications. Therefore, if Customer requests paper copies, Customer understands and agrees that the Company may charge Customer a nominal processing fee, for each page of Communication requested and the courier charges.

20. Updating Contact Information

It is Customers’ responsibility to keep Customer’s email address and mobile phone number on file with the Company up to date so that the Company can communicate with Customer electronically. Customer understands and agrees that if the Company sends Customer an electronic Communication but Customer does not receive it because Customer’s email address or mobile phone number on file is incorrect, out of date, blocked by Customer’s service provider, or Customer is otherwise unable to receive electronic Communications, the Company will be deemed to have provided the Communication to Customer. Please note that if Customer uses a spam filter that blocks or re-routes emails from senders not listed in Customer’s email address book, Customer must add the Company to Customer’s email address book so that Customer will be able to receive the Communications we send to Customer. Customer can update Customer’s email address, mobile phone number or street address at any time by logging into Customer’s SwipeX Account or by sending such information to support at [email protected] If Customer’s email address or mobile phone number becomes invalid such that electronic Communications sent to Customer by the Company are returned, the Company may deem Customer’s Account to be inactive, and Customer may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from Customer.

21. Suspicious Activity

21.1. If the Company in its sole discretion believes that a Customer Account has been involved in any fraud or crime or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), the Company may suspend or freeze the Account or any privileges of the Account, may freeze or liquidate funds or assets, or may utilize any of the remedies in this Agreement for a “Default”.
21.2. Without limiting the generality of the foregoing, Customer agrees that Customer will not:
21.2.1. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
21.2.2. use the Services to pay for, support or otherwise engage in any illegal activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
21.2.3. use any robot, spider, crawler, scraper, scooter or other automated means or interface not provided by the Company to access the Services or to extract data;
21.2.4. use or attempt to use another Customer’s Account without authorization;
21.2.5. attempt to circumvent any content filtering techniques the Company employs, or attempt to access any service or area of the Services that Customers are not authorized to access;
21.2.6. develop any third-party applications that interact with our Services without our prior written consent;
21.2.7. provide false, inaccurate, or misleading information; and
21.2.8. encourage or induce any third party to engage in any of the activities prohibited under this Section.

22. Anti Hacking Measures

The Company employs up to date security measures, as per industry standards to prevent hacking. To prevent hacking and to absolve the Company of any liability for hacking of accounts beyond the Company’s control, the Customer agrees to the following:
22.1. Customer agrees to make a complex set of passwords for their accounts;
22.2. Customer agrees to change the passwords periodically;
22.3. Customer agrees to keep their passwords secret and confidential;
22.4. Customer agrees to report any suspicious activity to the Company immediately at [email protected];
22.5. Customer agrees to park limited funds in SwipeX Account(s) that are needed for trading. Further, Customer agrees not to keep extra funds in SwipeX Accounts;
22.6. Customer understands that there may be successful hacking attempts despite the security measures taken by the Company, considering the situations existing in the present digital era. Customer agrees to the usage of the SwipeX Services at Customer’s risk and consequences and agrees not to hold the Company responsible and to absolve the Company from any liability for any successful hacking attempt which may result in Customer’s loss of funds. The Company shall not be responsible for any damages or losses that result from hacking.

23. Account freezing and suspension

23.1. The Company may suspend Customer’s account if Customer is alleged to be in violation of any terms or conditions or subject to criminal or civil investigations or legal proceedings stemming from or related to fraudulent transactions, money laundering, hacking, or any other illegal activity, for the period of investigations or legal proceedings.
23.2. The Company may permanently block Customer’s account if Customer is found guilty of any fraudulent transactions, money laundering, hacking, violation of any terms or conditions or any other illegal activity.
23.3. Customer’s account will be frozen by the Company if so directed by law enforcement authorities.

24. Discontinuance of Services

We may, in our sole discretion and without liability to Customer, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any or all portion(s) of our Services.

25. Taxes

It is Customer’s responsibility to determine what, if any, taxes apply to the trades Customer completes via the Services, and it is Customer’s responsibility to report and remit the correct tax to the appropriate tax authority. Customer agrees that the Company is not responsible for determining whether taxes apply to Customer’s trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.

26. Copyrights and Other Intellectual Property Rights

Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the SwipeX or SwipeX logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “SwipeX Materials”) are the proprietary property of the Company or our licensees and are protected by international copyright laws and other intellectual property rights laws.

27. Trademarks

“SwipeX,” the SwipeX logo and any other SwipeX product or service names, logos or slogans that may appear on our Services are trademarks of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. Customer may not use any trademark, product or service name of the Company without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any trademark, product or service name of SwipeX. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts are the service mark, trademark and/or trade dress of SwipeX and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

28. Commissions and Fees, Interest Charges, Funds

Commissions and fees shall be as specified on the SwipeX website unless otherwise agreed in writing by an authorized officer of the Company. Customer acknowledges that the Company deducts commissions/fees from Customer Accounts, which will reduce Account equity. Changes to commissions/fees are effective immediately upon either posting on the SwipeX website or notice by email to customers or other written notice to Customer. Customer funds will only be disbursed after the transactions are settled. Terms and conditions for deposit and withdrawal of funds (including holding periods) are as specified on the SwipeX website.

29. Trading risks

Customer acknowledges and agrees that Customer shall access and use the Services at Customer’s own risk. The risk of loss in trading Digital Assets and Legal Tenders can be substantial. Customer should, therefore, carefully consider whether such trading is suitable for Customer in light of Customer’s circumstances and financial resources.

30. Disclaimer of Warranties

Except as expressly provided to the contrary in a writing by us, our services are provided on an “as is” and “as available” basis. We expressly disclaim and Customer waives all warranties of any kind, whether express or implied including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our services including but not limited to the information, content and materials contained therein. Customer acknowledges that information which Customer stores or transfers through our services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes including software failures, protocol changes by third party providers, internet outages, force majeure events or other disasters including third party DDoS attacks, scheduled or unscheduled maintenance, or other causes which may be outside our control. Customers are solely responsible for backing up and maintaining duplicate copies of any information Customers store or transfer through our services.

31. Limitation of Liability

Except as otherwise required by law, in no event shall the Company’s directors, members, employees or agents be liable for any special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use our services or the SwipeX materials, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from the Company, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorized access to the Company’s records, programs or services. In all judicial actions, arbitrations or dispute resolution methods, the parties waive any right to punitive damages.

32. Indemnity

The Company has the right, in its sole discretion, to control any indemnity action or proceeding and determine whether it wishes to settle it. Customer agrees to defend, indemnify and hold harmless the Company (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation attorneys’ fees, arising out of or relating to:
32.1. Customer’s use of, or conduct in connection with the Services;
32.2. any feedback Customer provides;
32.3. Customer’s violation of these Terms and Conditions;
32.4. Customer’s violation of any rights of any third party or customer’s actions resulting in any loss to any third party;
32.5. Customer’s breach of any laws, regulations or rules.
33. Dispute resolution and applicable law
33.1. This Agreement is governed by the laws of The Republic of Lithuania.
33.2. Customer agrees that any controversy, dispute, claim, or grievance between Customer and the Company or any affiliate or any of the shareholders, officers, directors, employees, associates, or agents of the Company on the one hand and Customer or, if applicable, Customer’s shareholders, officers, directors employees, associates, or agents on the other hand, arising out of, or relating to, this Agreement, or any Account(s) established hereunder in which digital assets may be traded; any transactions therein; any transactions between the Company and Customer; any provision of the Customer Agreement or any other agreement between the Company and Customer; or any breach of such transactions or agreements, shall be resolved first and foremost through negotiations. Should such negotiations fail, Courts of the Republic of Lithuania have exclusive jurisdiction over disputes relating to this Agreement.

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