General notice

These terms and conditions of use (“Terms”) are entered into between Swapbox Tech Limited (BVI Company No. 2099877 ) (“Swapbox”, “we” or “us”) and you (“you” or “User”). Swapbox is the operator of this website (“website”) app, platform and related services made available under the Swapbox name including the marketplace available on the platform (together, the “Platform”). In these Terms, the User means (as applicable) a person using any part of the Platform in any capacity, including a person using the Platform as a trader, buyer, seller or a person browsing or accessing the Platform. We do not provide any investment, financial, legal, regulatory, accounting, tax or similar professional advice on the Platform. Blockchain, cryptocurrency, tokens, trading Non-Fungible Tokens and related transactions involve a high degree of risk and there is always the possibility of loss, including the loss of digital currency, NFTs, tokens and assets. Swapbox is not responsible for any costs, taxes, losses or damages a User incurs as a result of or in connection with using the Platform or buying, selling and/or trading NFTs on the Platform. Users acknowledge that buying, selling, and trading tokens and NFTs is significantly risky and is unregulated by any central or government authority. Users warrant that they understand the risks associated with access to or use of this Platform and any goods, services or products offered or made available or used in connection with this Platform.

Use of Platform

For the purpose of these Terms, “NFT” means Non-Fungible Tokens and/or related digital creations and/or digital assets (including all materials associated with those Non-Fungible Tokens, card packs, metaverse access cards and/or related digital assets). The Platform will provide the ability for Users to: ‍

• buy NFTs (“Buyers”), sell NFTs (“Sellers”), and trade NFTs on different blockchains using smart contracts; and

A User’s use of this Platform is subject to these Terms. These Terms constitute a binding legal agreement between the User and Swapbox, and a User’s use of the Platform constitutes their acceptance and acknowledgement of the Terms, our Privacy Policy, and any other policy displayed on the Platform, all of which constitutes the Terms. A User does not need to connect their Blockchain Wallet or make a trade of NFTs on the Platform to be bound by these terms. Any use, such as browsing NFTs or opening any part of the Platform, will constitute acceptance of these Terms. If you do not agree to the Terms, you must not use the Platform. Swapbox may amend or modify the Platform, the Terms and/or the Privacy Policy at our sole discretion and at any time. Swapbox will make available any material updates to the Terms on this website. A User may only access and use this Platform if you are at least 18 years old and have the legal capacity to enter into a binding contract. By using the Platform and/or accepting any services made available on this Platform, you warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract. These Terms will prevail over any other terms or agreement between a User and Swapbox, including any other terms proposed by a User. Users acknowledge and agree that Swapbox is not a party to any agreement entered into between different Users and Swapbox does not have control over the conduct of Users of the Platform, including and in relation to the procurement or sale of illegally acquired NFTs on the Platform or the availability of tokens, cryptocurrency or other assets.

Registration

Users will need to connect their Blockchain Wallet to the Platform (“Registration”) to buy, sell, and/or trade NFTs on the Platform.

Fees

When Swapbox, its Partners or any other Seller is creating a Listing, that Seller has discretion as to sale price or the starting auction price of the NFT. Swapbox does not make any representations as to the value of the Listing regardless of its sale price. Swapbox and its Partners will be Sellers on the Platform. The Buyer and Seller of a Listing on the Platform may incur a platform fee payable to Swapbox of the total sale price of the Listing sole on the Platform (“Service Fee”). Swapbox may receive Service Fees each time a Listing is sold or traded on the Platform. Swapbox may deduct the Service Fee direct from the sale proceeds paid or payable by a Buyer or Seller for a Listing before the sale proceeds are transferred to or made available to the Buyer or Seller. The Service Fee paid to or deducted by Swapbox is non-refundable. In addition, fees or commissions or margins may be imposed and varied by Swapbox on the Platform. Such fees will be payable in the amount, the manner and as and when determined by Swapbox. The fees payable for using the Platform may be amended at the sole and absolute discretion of Swapbox at any time. Swapbox intends to advise of any amendments to the fee by posting the amended fee on the website. Swapbox reserves the right to introduce new fees or amend existing fees for use of the Platform at any time at its discretion.

Blockchain Fees

All transactions on the Platform, including without limitation buying, selling and trading, are facilitated by smart contracts existing on the blockchain. The blockchain requires the payment of a transaction fee (“Gas Fee”) for every transaction that occurs on the blockchain, and thus every transaction occurring on the Platform. The Platform may at times build on other networks to connect blockchain networks and address scalability issues on the current blockchain. While this may reduce the value of Gas Fees, the value of Gas Fees changes is unpredictable and are entirely outside of the control of Swapbox or the Platform. Users acknowledge that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction on the Platform be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User. Users also acknowledge and agree that Gas Fees are unequivocally non-refundable under all circumstances.

Transfer of Ownership of NFTs

Ownership of the NFT will be transferred from the Seller to the Buyer when the Buyer has paid the purchase price of the NFT in full and otherwise on the terms specified by the Seller. All of the intellectual property rights in the NFT are owned by its Partners (and/or Swapbox or third-party licensors) and will remain with its Partners (and/or Swapbox or third-party licensors) even after ownership is transferred from the Seller to the Buyer. Transfer of ownership to the Buyer is affected when it appears in a Buyer’s Blockchain Wallet. After a sale has occurred, the Seller will no longer be able to withdraw the NFT from their Blockchain Wallet. By using the Platform, each Buyer and Seller agrees that:

• they have the full and unqualified right and entitlement to sell the NFT described in the Listing and the right to transfer ownership of the NFT, free of encumbrances and third-party interests, to the Buyer upon completion of the sale;
• they own the intellectual property rights associated with the NFT described in a Listing, or they have all rights necessary to use the intellectual property rights associated with any NFT included in a Listing, including the right to sell the NFT to third parties;
• they will not engage in any illegal activity, including the sale of stolen, fraudulent or counterfeit NFTs; and
• Swapbox may at any time and for any reason remove a Listing from the Platform at its sole discretion.

All transactions involving the purchase and sale of a Listing are final.

Payment for trading NFTs