2.1This Platform is operated and owned by Swyftx Pty Ltd (ACN 623 556 730) and its related entities or bodies corporate (“ Swyftx ”, “ we ”, “ us ” or “ our ”).

2.2Your use of the Platform is subject to the following: these Terms of Use; any applicable Local Terms; and any applicable Product Terms, (collectively, the “ Agreement ”).

2.3The Agreement constitutes a binding legal agreement between you and us, and your use of the Platform constitutes your acceptance and acknowledgement of the Agreement. If you do not agree to the Agreement, you must not use the Platform.

2.4We may amend or modify the Agreement from time to time. Subject to clause 2.5, any amendments are effective seven (7) days after publication on the Platform and Swyftx will notify you by publishing the amended Agreement on the Platform and emailing you about changes to the Agreement. If you do not agree with the amended terms, you may terminate your use of the Platform and Services at any time prior to the effective date of the amendment. Your continued use of the Platform after this date indicates your continued acceptance of the Agreement as modified.

2.5We may amend or modify the Agreement with immediate effect if required to do so in order to comply with any applicable law. Your subsequent or continued use of the Platform will constitute your acceptance of the Agreement as modified. If you do not agree with the amended terms, you may terminate your use of the Platform and Services at any time.

2.6By accessing the Platform, you acknowledge and agree that:

• (a)you are at least eighteen (18) years old and have the legal capacity to enter into a binding contract, and by using the Platform, you warrant this is the case;
• (b)you are a resident of Australia or New Zealand (if this changes, you agree to notify us immediately);
• (c)you have read and understood our Privacy Policy;
• (d)you have read and understood our Risk Disclosure Statement; and
• (e)you will disclose all information to us as requested by us, whether directly or via the Platform.

2.7These Terms of Use prevail over any applicable Product Terms, unless expressly stated otherwise in the Product Terms.

3.1You acknowledge and warrant that you have read our Risk Disclosure Statement, and as stated in that document, have taken any appropriate action in relation to your use of the Service. You accept that Transacting Crypto Assets or Products involves risk, and Crypto Assets or Products may be subject to extreme price volatility. Crypto Assets or Products are complex, volatile, and high-risk assets that may not be suitable for all Users. You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading Crypto Assets or Products. You acknowledge that the value of your Crypto Assets or Product may fall to zero. You further acknowledge and warrant that you understand the risks associated with Transactions the Service, Fiat Currency, Crypto Assets, Products and any other goods, services or products provided in connection to this Platform.

3.2You acknowledge that it is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of your use of the Service, Fiat Currency, Crypto Assets, Products and any other good, service or product in connection to this Platform. You acknowledge and agree that your use of the Service, Fiat Currency, Crypto Assets, Products and any other good, service or product in connection to this Platform is at your own risk.

3.3No information provided by Swyftx is intended to be or should be interpreted as legal, financial, investment, financial product, business or taxation advice. Swyftx does not provide any opinion on the merits of any Crypto Assets or Products. Any information provided by Swyftx is for information purposes only and should not be relied on. Any signals or other market-related information distributed on the Platform are purely factual and general in nature, intended for information purposes only, and/or represent the views of customers or third-party information providers. Such information may or may not be consistent with our views or those of our affiliates or employees. For the avoidance of doubt, any and all statements, representations, estimations, projections, forecasts or other such information does not represent Swyftx’s opinion or have its endorsement.

3.4You agree that before acting on, or relying upon, any materials hosted or made available through the Platform including Market Data, you have undertaken your own investigations and enquiries, and sought, as you feel is necessary, any independent legal, accounting, tax, financial, business, technical and other professional advice from an appropriately qualified professional advisor. You will make your own independent decision to use the Platform and Services. To the maximum extent permitted by law, you are solely responsible for any Loss resulting from your reliance on any data or information that Swyftx or any third party may provide.

3.5Market Data is for personal use only. You are not allowed to aggregate, resell, publish, forward or in any other way process Market Data (except for personal use) without explicit written approval from Swyftx.

3.6You acknowledge and agree that Swyftx does not:

• (a)hold or operate under an Australian financial service licence or an Australian market licence unless otherwise specified in Product Terms;
• (b)offer regulated financial products or services under the Financial Markets Conduct Act 2013 (New Zealand), and does not hold or operate a New Zealand financial product licence, or a New Zealand financial advice provider licence.

3.7You are solely responsible for:

• (a)maintaining the security of any Crypto Assets or Swyftx Products not held in a Wallet;
• (b)maintaining the security of any Products held with a Third Party Service Provider in accordance with and Product Terms or agreements between you and the Third Party Service Provider;
• (c)the security and integrity of any wallets or keys that are not associated with a Wallet; and
• (d)the security and integrity of your passwords, computers, devices, software and digital interfaces.

3.8You are solely responsible for ensuring that any Crypto Assets or Products sent from your Wallet to any wallet address not associated with our Platform (via transfer using the Platform or otherwise) has the correct wallet address, details and any other information to effect that Transaction. You understand, acknowledge and agree that we are not able to control, affect the performance of, or effect the return or recovery of any Crypto Asset that is sent pursuant to any Transaction (other than a Transaction exclusively with us).

4.1You may be required to register on the Platform to access certain Platform features or Services.

4.2When you register and activate your Account, you will provide us with personal information including but not limited to your name, email address, the name of the legal entity you are representing and other details. You must ensure that this information is accurate and current. We will handle all personal information we collect in accordance with our Privacy Policy. You warrant that any information you provide is correct and up to date and you will notify us of any changes to the information you have provided us when applying for an Account.

4.3You will create a username and password. You are responsible for keeping this username and password secure and you are responsible for all use and activity carried out under this username. You must not share your account credentials with any third party. We do not authorise anyone to use the Platform on your behalf, and we will not be liable for any Loss arising from any kind of activity, unauthorised or otherwise, that takes place under your account in circumstances where such Loss is not directly attributable, and caused by, our fraud, negligence or wilful misconduct. It is your responsibility to contact us immediately when you suspect unauthorised use of your login credentials on your Account. You are at all times responsible and liable for any use of your Account, including (unauthorised) Transactions by a third party. You acknowledge and accept that Swyftx may not be able to reverse transactions executed by a third party through your Account.

4.4On registration, as you access certain Platform features and as you use the Service, we may ask for any other information which we are required to collect or which we may consider to be reasonably necessary. We may require you to provide evidence and documents confirming certain information. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform or any Service.

4.5You must not impersonate another individual, business or company. If you attempt to present yourself as another individual or company, your account may be suspended and such activity may be reportable to regulators or law enforcement.

4.6You agree not to create an Account or use the Platform if you have been previously removed or suspended by us from the Platform for breaching the Agreement or any applicable law. This includes any indirect use or creation of indirect Accounts, such as through an entity, associate, affiliate or otherwise.

5.1Swyftx is registered with AUSTRAC (the Australian Transaction Reports and Analysis Centre) in Australia and with the Department of Internal Affairs in New Zealand under the relevant AML/CTF Laws.

5.2You must supply any information, documentation, and authorisation requested by us which we deem necessary to comply with all applicable laws, including but not limited to AML/CTF Laws. You acknowledge and accept that Swyftx may be required to perform additional checks from time to time to verify your identity and to comply with AML/CTF Laws and other applicable laws, including, but not limited to, requiring a copy of a valid identification document and/or proof of residential address.

5.3You warrant that the information you disclose in this respect is at all times correct, authentic and up to date. You must notify us in writing without delay of any change to any information, documentation, or authorisation previously provided to us, including but not limited to your residency or any other information provided in your application, in connection with this Agreement, or related to your Account. Concurrently with such notification, you must submit appropriate supporting information and/or documentation relating to such change as we may require.

5.4You agree to provide all reasonable assistance to us in complying with our obligations under the AML/CTF Laws and applicable laws. Swyftx reserves the right to suspend, terminate or limit your right to use the Platform (which may include imposing trading limits) if you do not assist us with complying with the AML/CTF Laws and applicable laws (until such time that Swyftx has verified your identity) or if the results of Swyftx’s identification process requires us to do so.

5.5Our process for collecting, sorting and using your personal information is set out in our Privacy Policy, which you warrant you have read and understood.

6.1You are responsible for your use of the Platform and for any use of the Platform made using your Account.

6.2You agree not to access, copy, or otherwise use the Platform (including our Intellectual Property) except as authorised by this Agreement or as otherwise authorised in writing by us.

6.3In circumstances where we reasonably suspect that you have used our Platform or any Service to participate in market manipulation (such as, but not limited to, “pump and dump” schemes), regardless of whether prohibited by law, we reserve the right to suspend or close your Account. We accept no liability for any losses associated with, or any suspension or closure of your Account.

6.4In circumstances where we reasonably suspect that you intend to use or have used our Platform or any Service in breach of this Agreement, we reserve the right to suspend or close your Account.

6.5When using the Platform, any Service or a Product, you agree that you will not:

• (a)act in a way which is other than courteous and polite;
• (b)breach any policy provided to you on or via the Platform or any law which may be applicable to your use of the Platform;
• (c)breach, or cause us to breach, any applicable law, regulation, rule, code or other legal obligation including but not limited to AML/CTF Laws);
• (d)use any automated systems including "robots" and "spiders" other than those permitted through our public API and only use such automated systems in accordance with the Agreement;
• (e)interfere with or compromise our Platform’s integrity or decipher any server transmissions;
• (f)impose an unreasonably large load on our infrastructure;
• (g)upload viruses, worms, or invalid data to the Platform;
• (h)collect or retain any personally identifiable information contained in the Platform;
• (i)access the Platform by any means other than as authorised in this Agreement, including virtual private networks which are expressly forbidden;
• (j)stalk, harass, bully or harm others; or
• (k)impersonate any person or entity.

6.6Swyftx reserves the right to, without prior notice, terminate the support of the API and to limit or suspend the functionality thereof.

7.1You acknowledge and agree that:

• (a)except where otherwise specified in any applicable Product Terms you appoint us as your agent (and you acknowledge and agree that Swyftx may delegate its authority as your agent to another party) to act on your behalf and enter into Transactions, including with Third Party Service Providers, and otherwise deal with your Assets and Products for the purpose of providing the Services to you in accordance with this Agreement;
• (b)no Transaction will, under any circumstance, create any relationship of employment, partnership or otherwise between us and you, or us and any User or counterpart, except as stated in clause 7(a);
• (c)except where otherwise specified in any applicable Product Terms, we act solely as your agent in all Transactions undertaken by or for you on or via the Platform;
• (d)in relation to each Transaction:
  • (i)if you are the seller, the counterpart is solely liable; and
  • (ii)if you are the buyer, you are solely liable,
  for any Consideration under the Transaction. We merely act as facilitator and agent for the payment of such Consideration and we will not be liable for the Consideration under any circumstance, except where Loss in relation to such Consideration is caused by our fraud, negligence or wilful misconduct. You agree that you will not make any Claim against us for any non-payment of Consideration that is not caused by our fraud, negligence or wilful misconduct.

8.1Except where otherwise specified in any applicable Product Terms, Swyftx holds and moves your Crypto Assets and Products (if applicable) as described in this clause 8.

8.2Swyftx maintains your Crypto Assets on a one-to-one (1:1) basis, correlating directly to the balances displayed in your Account on the Platform. Swyftx operates on full reserves with 100% of User’s Crypto Assets, not some lesser percentage of those Crypto Assets. Except as otherwise specified in this Agreement, Swyftx does not transform Crypto Assets or Products from how they are reflected in your Wallets.

8.3By using the Platform, you acknowledge and agree that Swyftx is authorised by you to do anything Swyftx considers reasonably necessary or appropriate to provide the Services to you to mitigate any loss incurred in the provision of the Services to you or to comply with applicable laws.

8.4The authority in clause 8.3 includes:

• (a)holding your Assets in Wallets;
• (b)moving your Assets to Third Party Services Providers, external platforms and systems;
• (c)converting any Assets to a different type of Asset;
• (d)converting your Fiat Currency to, and holding it as, Crypto Assets (specifically, stablecoins) in order to facilitate Transactions and platform operations;
• (e)aggregating your Assets with other User’s Assets to facilitate bulk Transactions and platform operations;
• (f)in certain circumstances, to the extent permitted by law, holding your Assets in accounts or Swyftx wallets such that your Assets are not segregated from Swyftx’s own Crypto Assets and Fiat Currency; and
• (g)any other such act or thing that Swyftx deems necessary or appropriate from time to time, acting reasonably, in connection with providing the Services to you.

8.5For the purposes of, and without limiting, clause 8.4(d), you acknowledge and agree that any deposit of Fiat Currency with Swyftx via the Platform Swyftx may be exchanged for, and held as, US dollar denominated stablecoins (such as USDT) and you consent to Swyftx undertaking such Transactions in connection with your Account.

8.6You acknowledge and agree that we may benefit in connection with providing the Platform and Services to you, including but not limited to:

• (a)earning interest on your Fiat Currency held on the Platform;
• (b)generating return through third parties, external platforms or other systems through incidental commission payments, interest or otherwise; and
• (c)staking User’s Crypto Assets on-chain via native proof-of-stake protocols.

8.7You acknowledge and agree that Swyftx:

• (a)does not aggregate or pool any of your Assets for the purposes of generating a financial return for you;
• (b)does not provide you with a deposit, checking or savings account; and
• (c)is not covered by any government insurance against losses or by any other insurance.

8.8Users may withdraw any Fiat Currency, Crypto Assets or Products from the Platform (e.g., to third-party hosted wallets) at any time, subject to any restrictions imposed by us and notified to you on the Platform. Withdrawal destinations (including bank accounts and digital asset wallets) must be in your name and legally and beneficially owned by you. Withdrawals to accounts or wallets owned by a third party are strictly prohibited.

8.9Swyftx will not:

• (a)lend your Assets to any third party; or
• (b)except as otherwise specified in clause 8.5, use your Crypto Assets for Swyftx's own corporate operational expenses.

9.1Except where otherwise specified in any applicable Product Terms, when you provide an instruction via the Platform or otherwise ( Instructions ) you irrevocably authorise us (as your agent in accordance with clause 7) to do anything necessary on your behalf to give effect to your Instructions, including applying or deducting any Assets from your account.

9.2You acknowledge and agree that you are exclusively responsible for any Instruction provided to us electronically that is identified with your password and username and for any electronic written Instruction provided to us from persons we reasonably believe are authorised by you. Verification of any Instruction (via the Platform or otherwise) is at our sole discretion, and evidence may be requested to confirm your identity or the Instructions. If you fail to complete any step of the verification process, we reserve the right to suspend or close your Account.

9.3We may decline or refuse to accept any Instruction, or refuse to undertake any Transaction where we consider it necessary (in our sole and absolute discretion) to do so including (without limitation) to comply with applicable law, protect the security or integrity of our systems, prevent unlawful or other criminal activity or where the Instruction is incomplete, inaccurate or unauthorised.

9.4To the extent permitted by applicable law, if we refuse an Instruction we will take reasonable steps to notify you of such refusal and where applicable refund any Fiat Currency or return any Crypto Assets, received by us (less any applicable Loss incurred as a result of your error or unauthorised Instruction) in connection with the Instructions, as soon as possible.

9.5You acknowledge and agree that you are responsible for ensuring that all Instructions you provide are complete and accurate, including without limitation any names, addresses, account numbers and amounts. Except where otherwise specified in any applicable Product Terms, and subject to clauses 16.8 and 16.9, all Transactions are final, non-reversible and non-refundable unless we agree otherwise in writing (in our sole and absolute discretion).

9.6To the maximum extent permitted by law and subject to clauses 16.8 and 16.9, Swyftx is not responsible or liable in any way for any Loss (direct or indirect) suffered or incurred by you as a result of any Instructions not being received by Swyftx or not being acted upon by Swyftx (provided we have acted in good faith). For the avoidance of doubt, you must not assume that an Instruction has been acted upon until you receive confirmation from us.

9.7Irrespective of the means of communication used by you for delivery of Instructions, Swyftx is not responsible for, and you release and discharge Swyftx from any Claim or Loss whether in contract, tort or otherwise for, any:

• (a)errors, ambiguity, inaccuracies, incomplete orders or Instructions or any omissions in any Instructions given by you;
• (b)delays in transmission or any systems or service unavailability;
• (c)risk associated with unauthorised interventions, or improper fraudulent use of such means of communication; and
• (d)other causes beyond our reasonable control.

9.8Without limitation, Swyftx may, at our absolute discretion decline, refuse to accept or act in accordance with your Instructions without being under any obligation to give any reason including (without limitation) if you:

• (a)do not strictly follow any applicable procedure; or
• (b)attempt to procure any other person to pay for you.

9.9In the circumstance where you have received, acquired, or accumulated any Assets due to an error, glitch, or loophole, we may take reasonable action, including but not limited to restricting access or deducting the relevant Assets from your account, to recover the Assets from your account. We will notify you if such an error has occurred.

9.10We reserve the right to take reasonable action, including but not limited to restricting access or preventing a Transaction where we or our Third Party Service Providers require further information from you, in order to perform any Instruction. Where permitted by law or as commercially practicable, we will use reasonable endeavours to notify you if and when this occurs.

9.11It is your responsibility to monitor your Transaction history and the movement of your Crypto Assets or Products, including any pending, lapsed or cancelled movements. It is your responsibility to maintain your own records of your Transaction history.

9.12All deposits and withdrawals of Assets are subject to the limits displayed on our Platform, as determined by Swyftx in its sole discretion.

9.13All Fiat Currency payments made in the course of your use of the Platform are made using your payment service provider and Third Party Service Providers. You acknowledge and agree that in using the Platform, the Services or when making any payment in relation to your use of the Services or a Transaction, you are subject to the terms and conditions imposed by such providers. Subject to applicable laws and our Privacy Policy, we may disclose your personal information to such providers.

9.14You acknowledge and agree that:

• (a)Crypto Assets, Products or Fiat Currency deposited with us in your Account may not be kept separate from those of other Users in our account (subject to any applicable Product Terms); and
• (b)there may be minor discrepancies between amounts displayed on the Platform and actual amounts held or transacted. This is usually due to market fluctuations.

9.15Some Crypto Assets or Products may entitle you to additional entitlements including without limitation, airdrops, forks or other Crypto Asset entitlements (“ Entitlements ”). Whilst we will make reasonable efforts to support these Entitlements, we do not guarantee or give any warranties in relation to such Entitlements or the support of such Entitlements. We are entitled to charge additional fees in relation to the Entitlements as notified from time to time.

9.16We may require you to complete additional levels of verification or re-verification from time to time. This can arise due to a number of reasons, including, but not limited to, the frequency, type, value or nature of a Transaction or your Account balance.

10.1You can only trade the Crypto Assets or Products that are available for trading on our Platform at the time you use the Platform. The Crypto Assets or Products that Swyftx supports and offers may change from time to time. Swyftx reserves the right to add, remove or terminate support of a Crypto Asset or Product on its Platform at Swyftx’s sole discretion and for any reason (including but not limited to a primary liquidity provider ceases to support the Crypto Asset or its network(s); regulatory risk or compliance; the network showing instability, vulnerability to attack; smart contract weakness; evidence of a reasonable suspicion of unethical, fraudulent, or negligent conduct; or for any other reason). Although Swyftx will do its best to inform you in a timely manner before removing a supported Crypto Asset or Product from Swyftx’s Platform, Swyftx reserves the right to do so without prior notice.

10.2Where commercially practicable, Swyftx will:

• (a)display a banner on the Platform identifying a Crypto Asset to be delisted; and
• (b)notify each User holding the Crypto Asset by email.

10.3If Swyftx removes a Crypto Asset from its Platform, any outstanding order or Instructions will be cancelled. You may (at Swyft’s absolute discretion) be given the opportunity to either:

• (a)withdraw the relevant Fiat Currency or Crypto Asset from your Account; or
• (b)receive Fiat Currency.

10.4The period available to sell or withdraw the Crypto Asset on the Platform following notification will vary according to the circumstances of a delisting. Swyftx will provide as much notice as is reasonably possible.

10.5On and from a delisting date:

• (a)Transactions and withdrawing the Crypto Asset via or from the Platform are disabled; and
• (b)the Crypto Asset will continue to appear in your Account balance in a dormant, non-tradable state.

10.6Swyftx may, at its sole discretion, liquidate any remaining holdings of a delisted Crypto Asset at the prevailing market rate and credit the net proceeds (after applicable fees and charges) to your Account.

11.1In consideration for the Services and any Products (if applicable), you must pay us the Service Fees when you use the Platform and any other additional fees as displayed on the Platform and which may be amended from time to time. Our Service Fees may vary depending on the type of Transaction, or based on the specific Crypto Asset or Fiat Currency or subject to any applicable Product Terms. The Service Fees that may apply are described on our Service Fees page.

11.2We may change the fixed proportion of our Service Fees and add additional fees from time to time at our discretion, with seven (7) days’ notice. Changes to Service Fees will apply to services provided from the expiry of the notice period.

11.3We may change the variable proportion of our Service Fees from time to time at our discretion, with seven (7) days’ notice.

11.4Payments made over the thresholds and limits stated on the Platform may be held for increased durations, including to allow us to comply with our obligations under AML/CTF Laws and applicable law.

11.5You acknowledge and agree that where a request for any payment (whether pursuant to a Transaction ) is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, you are liable for any associated costs, including banking fees and charges.

11.6To the extent permitted by law, and subject to clause 16.9, the Service Fees are strictly nonrefundable unless we determine otherwise, which we may do at our sole discretion and on a case-by-case basis.

11.7The Service Fees and any other amount due will be automatically debited from any Transaction or otherwise from the Assets held in your account.

11.8You may withdraw any Crypto Assets or Products (subject to any applicable Product Terms) to third party hosted wallets at any time, subject to any restrictions Swyftx may impose. The fee for withdrawal is charged by third party wallet handlers and depends on the current state of the network of the relevant Crypto Assets or Products. Swyftx is not responsible or liable for any fees that may apply to your withdrawal request.

11.9Except to the extent provided by clause 8.3, and as required by a valid court order, we will not sell, transfer, loan, hypothecate or otherwise alienate or encumber your Fiat Currency, Crypto Assets or Products unless specifically agreed with you.

11.10You acknowledge and accept that we may not be able to immediately execute any withdrawal request (for instance due to offline storage of Crypto Assets). We use our best efforts to execute a withdrawal request within a reasonable time frame. To the maximum extent permitted by law and subject to clause 16.9, Swyftx is not liable for any Loss incurred due to a delay in executing your withdrawal request provided we have acted in good faith.

11.11We may suspend a withdrawal request and/or limit your right to withdraw Fiat Currency, Crypto Assets or Products for a period of time, for instance, if we are required to investigate a request or suspect a violation of this Agreement, applicable law or other applicable terms, or to comply with the terms of any valid subpoena or other court order.

12.1From time to time, Swyftx may present promotional offers, including but not limited to sign-up bonuses, referral programs, affiliate programs, trading incentives, or trade promotions under Australian law ( “Promotion ”). All Promotions are offered at Swyftx's discretion and are subject to this Agreement and any terms and conditions or instructions on the Platform or Website accompanying the particular Promotion.

12.2Promotion offers, rewards, benefits, prizes or otherwise must be claimed via the designated 'Rewards Centre' or equivalent section within the Platform where directed. The specific mechanism for claiming will be outlined in the Promotion terms and conditions.

12.3It is your responsibility to follow any applicable procedures, verification, or other mechanisms to claim any offer, reward, benefit, prize or otherwise within a claim period.

12.4Swyftx reserves the right to modify, suspend, or terminate any Promotion at any time without prior notice, subject to regulatory requirements and any applicable laws (such as those governing trade promotions).

13.1Except for any User Content, or where otherwise indicated or implied by context, we are the sole owners or licensees of all Intellectual Property comprised in the Platform (including all Intellectual Property comprised in the Platform content), and nothing in this Agreement constitutes a transfer of any Intellectual Property rights in or related to the Platform or Platform content.

13.2By providing User Content to Swyftx (directly or indirectly), you represent and warrant that you have all consents, licenses and rights necessary to provide and license the User Content, you agree to grant Swyftx a non-exclusive, irrevocable, fully-paid, royalty-free, perpetual, sub-licensable, transferrable, worldwide license to broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit any User Content. Swyftx reserves the right to review, edit, delete or block access to User Content without notice.

13.3You agree to comply with and maintain all copyright notices and other restrictions on Platform content accessed on or via the Platform. You must not do anything which breaches or otherwise interferes with our Intellectual Property rights or the Intellectual Property rights of any of our third-party licensors. You may not distribute, reproduce, publish, alter, modify or create derivative works from the Platform or Platform content without our prior written permission and, if applicable, the relevant third-party licence or exploit such content for commercial benefit.

13.4You acknowledge and agree that damages may not be an adequate remedy for a breach of this clause 13 and that equitable or injunctive relief may be necessary.

14.1We may use third parties to (without limitation) offer Crypto Assets or Products, process Transactions, facilitate payments or conduct risk analysis ( “Third Party Service Providers” ). Third Party Service Providers may include, without limitation, exchange platforms.

14.2We reserve the right to change and replace any Third Party Service Provider at our sole and absolute discretion.

14.3Services provided by Third Party Service Providers are governed exclusively by the terms of use of such Third Party Service Providers, and we have no responsibility or liability with respect to any of their acts or omissions and any result thereof including the failure of such Third Party Service Providers to comply with their obligations. We do not accept any responsibility for any delay, error, act or omission or failure of a Third Party Service Provider.

14.4In the event that your use of the Platform or the Services, or any Instructions, breaches or otherwise conflicts with Third Party Service Provider terms and conditions, any applicable laws in the jurisdiction that which the Third Party Service Provider operates, then Swyftx shall not be liable.

15.1The Platform may contain links to (and integrations with) websites that are owned and operated by third parties. This may include suppliers and Third Party Service Providers. We have no control over these external websites, which are governed by terms and conditions and privacy policies independent of us. Except to the extent expressly stated by us, our inclusion of such third-party links on our Platform is not an endorsement or recommendation of the third party or their services.

15.2You acknowledge and agree that when you access a third-party website available via a link contained on the Platform:

• (a)you do so at your own risk and understand that you should review the privacy policy and terms and conditions of that website;
• (b)we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website; and
• (c)to the full extent permitted by applicable law, we will not be liable for any Loss suffered by you or any other person as a result of or in connection with your access or use of any third-party website available via a link on the Platform.

15.3We may receive a commission or other benefit where we refer you to a third party and you make a purchase from them. Where this is the case, we will disclose this to you in any such referral.

15.4You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the home page. We reserve the right to withdraw linking permission without notice.

16.1Subject to clause 16.9 and to the maximum extent permitted by law, we exclude all Warranties whatsoever unless expressly stated, including but not limited to in relation to any use of the Platform, any User or any Services offered.

16.2Subject to clause 16.9, we do not guarantee or give any Warranties that any order placed by you will be executed at the price shown to you or requested by you. We will not be liable for any loss or damage suffered by you in the event your order executes at a less favourable price for any reason, including by reason of order execution during periods of illiquidity or higher volatility.

16.3You acknowledge that when you use the Platform, enter into a Transaction, receive Services or use, access or acquire a Product, you do so entirely at your own risk and relying on your own enquiries and judgement.

16.4To the extent that any law restricts our right to exclude Warranties under this Agreement, this Agreement must be read subject to those provisions and nothing in this Agreement is intended to alter or restrict the operation of such provisions. If statutory provisions apply, notwithstanding any other provision of this Agreement, to the extent that we are entitled to do so and subject to clause 16.9, our maximum liability is limited to: the supply of the relevant Services again; or the payment of the cost of having the Services supplied again.

16.5Subject to clause 16.9 and to the maximum extent permitted by law, our maximum liability to you (whether in contract, tort (including without limitation, negligence or otherwise) arising in connection with this Agreement or your use of the Platform is limited as follows:

• (a)we exclude all liability for consequential, special, indirect or remote Loss, including loss of opportunity or business;
• (b)our liability is reduced to the extent that you contributed to the liability; and
• (c)our liability is subject to your duty to take reasonable steps to mitigate any Loss.

16.6We are not responsible for any Loss or damage caused, directly or indirectly, by any events, actions or omissions beyond our reasonable control including, without limitation, Loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders, Instructions or information due to breakdown or failure of transmission or communication facilities, or electrical power outage, any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack.

16.7Subject to clause 16.8, we provide the Platform, Services, and Products on an “as is” and on an “as available” basis without any Warranties as to continuous, uninterrupted or secure access to the Platform, that our servers are free of computer viruses, bugs or other harmful components, that defects will be corrected, or that you will not have disruption or other difficulties in using the Platform. Swyftx makes no representation or warranty that access to the Portal, your Accounts, the Services, the Products or any of the material contained therein, will be constantly available or available at all, uninterrupted, timely, complete or error-free.

16.8If you are an Australian User, our services come with guarantees that cannot be excluded under Australian Consumer Law. For major failures with the service (as defined under Australian Consumer Law), you are entitled to: the supply of the services again; the payment of the cost of having the services supplied again; or cancel your contract with us and receive a refund for the unused portion, or compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable Loss. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and supply of the services again or, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

16.9If you are an Australian User, your rights under this Agreement do not go beyond your entitlements at law. We do not provide any additional Warranties, guarantees, or representations other than as required to be provided by law.

16.10All sub-clauses of this clause 16 are cumulative to one another and do not limit the operation of any other sub-clause.

17.1To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter except to the extent such Loss or Claim arises from our mistake, fraud, negligence or wilful misconduct. To the extent permitted by law, you further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

17.2You agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of:

• (a)any illegal, fraudulent, deceptive or dishonest conduct by you in connection with your Transactions, use of the Platform, Services or any Products.
• (b)your breach of the Agreement; and
• (c)any damage to property, personal injury or death caused by you,

except to the extent caused by our mistake, fraud, negligence or wilful misconduct.

17.3Swyftx reserves the right to assume control of the defence of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

18.1You may terminate and close your Account at any time for any reason.

18.2We may restrict, suspend, limit, remove or terminate your access to the Platform, including your Account and any of your associated accounts, where:

• (a)you breach this Agreement;
• (b)you (or you assist a third party to) gain, or attempt to gain, unauthorised access to the Platform or another User’s account;
• (c)you (or you assist a third party to) use, or attempt to use, or we suspect that you are using or attempting to use the Platform or make Transactions to perform any illegal activities, including but not limited to, money laundering, terrorism financing, fraud, payment of ransomware, online gambling, or other criminal activities;
• (d)Swyftx is concerned about the security of your Account, including but not limited to us suspecting that you have permitted a third party to gain unauthorised access to your Account, or a third party has gained unauthorised access to your Account;
• (e)you (or you assist a third party to) attempt to overcome our security features;
• (f)we reasonably suspect you are in receipt of, involved with, or are using fraudulent or illegal Assets;
• (g)you fail our required verification or re-verification;
• (h)you are abusive, rude or uncooperative with us;
• (i)you refuse, or fail, to complete our required verification, re-verification, or comply with a request for information within a reasonable timeframe, as directed by us;
• (j)you do not, or no longer, meet any eligibility requirements specified for the purposes of this Agreement;
• (k)you are the subject of any sanctions;
• (l)your use, or attempted use, of our Platform or Services is outside of our risk appetite;
• (m)it is commercially unreasonable for us to continue to provide Services to you;
• (n)we reasonably consider that we are required to do so by applicable law, or any court or authority to which we are subject in any jurisdiction; or
• (o)we receive a lawful order or request from a law enforcement or other government body.

18.3Where your Account is terminated in accordance with clauses 18.1 or 18.2, we will issue you with an Account closure notice. You are required to remove all Assets from your Account prior to final closure. You acknowledge and agree that sending of Assets or Products may not be permitted if termination is resulting from, or is connected with, circumstances described in clause 18.2. Where you are not permitted to send Assets or Products, you acknowledge and agree that, in order to remove any such Assets or Products from your Account, we will liquidate (sell) any such Crypto Assets or Products to Fiat Currency at the then-prevailing market rate.

18.4You acknowledge and agree that termination of this Agreement or your access to the Platform does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.

18.5Termination of this Agreement will be without prejudice to and will not affect any accrued rights, limitation of liability or recourse, indemnities, or any contractual provision which states or implies that they survive termination.

19.1If Swyftx is prevented from or delayed in performing any of its obligations under this agreement due to a Force Majeure event, those obligations will be suspended for the duration of the Force Majeure event, but only to the extent that we are prevented from or delayed in complying with that obligation due to a Force Majeure. Swyftx will promptly notify you of the occurrence of a Force Majeure event, the obligations affected and the expected duration of the event. Swyftx will use reasonable endeavours to mitigate the effect of the Force Majeure event and to resume performance as soon as reasonably practicable.

19.2To the maximum extent permitted by law, Swyftx will not be liable for any delay or failure to perform its obligations under this agreement to the extent that such delay or failure is caused by or contributed to a Force Majeure event.

19.3This clause does not limit or exclude any rights you may have under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded or limited.

20.1You must not assign, sublicense or otherwise deal in any other way with any of your rights under this Agreement. Where permitted by law, we may assign our rights under this Agreement at our sole discretion.

20.2If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

20.3The Agreement (including any administration of Services or Products) is governed by the laws of the State and each party submits to the exclusive jurisdiction of the courts of the State and all courts of appeal from there.

20.4Any waiver of any term of the Agreement by us can only be done in writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.

20.5The Agreement constitutes the entire agreement between the parties and supersedes any prior negotiations, representations, understandings or arrangements made between the parties regarding the subject matter of the Agreement, whether orally or in writing. However, nothing in the Agreement limits any liability, where such liability cannot be excluded.

20.6A provision of the Agreement which can and is intended to operate after its conclusion will remain in full force and effect, including, without limitation, all indemnities and releases.

2.1These Product Terms apply to your use of certain products or services offered on the Platform offered by Swyftx.

2.2These Product Terms form part of, and are governed by, the Terms of Use between you and Swyftx.

2.3Your use or access of the specific products or services covered constitutes your acceptance of these Product Terms.

2.4Capitalised terms used but not defined in these Product Terms have the meanings given to them in the Terms of Use.

2.5In the case of any inconsistency between a clause in these Product Terms and a clause in the Terms of Use, the clause in these Product Terms will prevail regarding your use of the specific product or service it covers.

3.1These Product Terms are between you and Swyftx, acting as corporate authorised representative (CAR No. 001315018) on behalf of Eightcap.

3.2Swyftx provides the Derivative Services described in these Product Terms under the authority of Eightcap’s Australian financial services licence (AFSL Number 391441) and distributes the Derivative Products on its behalf.

3.3When you enter into a Transaction through the Derivative Services, your legal counterparty to that Transaction is Eightcap.

3.4Swyftx acts solely as a distributor of Eightcap in facilitating the Derivative Products and is not the counterparty.

3.5To access the Derivative Services, you must agree to enter into the Eightcap Client Agreement in order for Eightcap to make the Derivative Services available to you.

3.6You will be deemed a client of Eightcap solely for the purpose of accessing the Derivative Services and/or the Derivatives Products.

3.7This does not prejudice or affect any pre-existing relationship Swyftx has with you in relation to other Swyftx products or Services, including Spot Trading or other use of the Platform or Services.

3.8Access to the Derivative Services is conditional on your acceptance and continued adherence to the Eightcap Client Agreement.

4.1The Derivative Services are only available to Wholesale Clients.

4.2In order to use or otherwise access the Derivative Services, you represent and warrant that you are a Wholesale Client.

4.3You agree to provide, upon request, any necessary documentation or certification (in addition to completing the Net Asset Declaration Form).

4.4If you cease to be classified as a Wholesale Client, you must cease using all Derivative Services immediately and notify Swyftx in writing.

4.5Swyftx reserves the right to request further information or evidence regarding your Wholesale Client status at any time.

4.6If Swyftx and/or Eightcap reasonably believes you no longer qualify as a Wholesale Client, or if you fail to provide requested information, we may suspend your trading activities, close any ongoing Transactions, and/or terminate the Agreement.

4.7Decisions on your status as a Wholesale Client are made in Swyftx and/or Eightcap’s sole discretion and are final and binding.

4.8We will conduct applicable KYC and verification procedures in accordance with applicable laws.

4.9You consent to our collection, disclosure and use of your personal information for such purpose in accordance with ourAgreement.

4.10By participating in any KYC or additional verification procedures with us, you consent to us sharing your personal information with Eightcap.

4.11You acknowledge and agree that as a Wholesale Client:

• (a)Swyftx is not required to provide you with certain disclosure documents mandated for retail clients under the Act, including a Product Disclosure Statement or a Financial Services Guide;
• (b)you may not benefit from certain other protections afforded to retail clients under the Act or other ASIC instruments; and
• (c)Swyftx does not have certain obligations to you under Chapter 7 of the Act that would apply if the financial products or services were provided to you as a retail client.

5.1As part of the Derivative Services, Swyftx distributes the Derivative Products on behalf of Eightcap, via the Platform.

5.2You may send Instructions to enter into Transactions via the Derivative Services by the procedures outlined in the Derivatives Services and/or Platform.

5.3Swyftx may, acting reasonably in our sole discretion and/or on behalf of Eightcap, accept, refuse, reject, cancel, or decline any Instruction, Transaction, request or otherwise in relation to the Derivative Products and/or use and access of the Derivative Services.

5.4Prices displayed through the Derivative Services are indicative only and do not constitute an offer to deal at those prices.

5.5The price for Derivative Products is determined at the point of execution.

5.6Our prices are derived from underlying market prices provided by Eightcap or its third-party liquidity providers, and may differ from prices available on underlying exchanges or from other providers.

5.7You are solely responsible for monitoring your Account, Transactions, and any ancillary matters or actions relating to the Derivative Services at all times via the Platform.

5.8You must notify us immediately of any errors or discrepancies.

5.9You acknowledge any market commentary, research, analysis, tools, or other information provided by us via the Derivative Services, on the Platform or otherwise is general information only and does not constitute advice.

5.10It does not take into account your objectives, financial situation, or needs.

5.11You must rely solely on your own judgment and assessment of the merits and risks of the Derivative Service and/or any Derivative Products before entering into a Transaction, and you should seek independent financial, legal, and tax advice before making any trading decisions.

5.12All trading decisions are made solely by you and at your own risk.

6.1By using the Derivative Services, you authorise Swyftx to facilitate the receipt of electronic payments made by you in connection with the Derivative Services, for and on behalf of Eightcap.

6.2For the avoidance of doubt, any payments, matters, activities or obligations unrelated to or outside the scope of the Derivative Services (including payments, matters, activities and obligations related to the Platform which facilitates the trading, buying, selling and management of digital assets such as cryptocurrencies) are not authorised by Eightcap and not within the scope of authority provided by Eightcap.

7.1By using the Derivative Services, you represent and warrant to Swyftx:

• (a)you have the legal capacity and full power and authority to enter into these Product-Specfic Terms, the Eightcap Client Agreement, and any Transactions for Derivative Products;
• (b)you have read, understood, and agree to be bound by the terms of these Product Terms, the Eightcap Client Agreement, and any associated documents, including our Terms of Use, Risk Disclosure Statement and Privacy Policy;
• (c)You have made your own independent assessment of the suitability of the Derivative Services and Derivative Products for your purposes and are not relying on any communication (written or oral) from us or Eightcap as investment advice or a recommendation to enter into any Transaction.
• (d)all information provided by you to us or Eightcap during the onboarding process and subsequently is true, accurate, and complete in all material respects, and you will promptly notify us of any material changes to such information.
• (e)you meet, and will continue to meet for the duration of your use of the Derivatives Services, the definition of a Wholesale Client, and you have provided or will provide accurate documentation to evidence this status upon request.
• (f)you understand the risks associated with trading Derivative Products and using the Derivative Services outlined on our Platform and in the Eightcap Client Agreement;
• (g)you are acting as principal in entering into these Product Specific Terms and all Transactions unless you have otherwise notified us in writing and we have agreed in writing to you acting as agent.
• (h)your use of the Derivative Services and the Platform will comply with all applicable laws, regulations, and rules.
• (i)You will not use the Derivative Services for any illegal purpose, including money laundering or terrorism financing.

7.2You acknowledge that Swyftx and Eightcap rely on these representations and warranties when providing the Derivative Services to you.

8.1Swyftx and/or Eightcap reserve the right to suspend or terminate our provision of the Derivative Services to any Wholesale Client where any of the following occur:

• (a)violation of these Product Terms,
• (b)violation of the Agreement;
• (c)violation of other Swyftx agreements including the Terms of Use;
• (d)violation of the Eightcap Client Agreement; and/or
• (e)where you are no longer a Wholesale Client.

8.2In the event we terminate our provision of the Derivative Services to you, we will offboard the Wholesale Client from the Derivative Services and the Eightcap Client Agreement will terminate in accordance with any applicable procedures between you and Eightcap.

9.1You expressly acknowledge and agree that:

• (a)Eightcap retains the right, under the Eightcap Client Agreement with you to restrict, modify, suspend, or terminate your access to the Derivative Services in its sole discretion; and
• (b)Swyftx has no influence or control over, and assumes no liability for, any such actions taken by the Eightcap or any resulting losses, damages, or inability to access the Derivative Services you may experience.

9.2You acknowledge and agree that from time to time, and for any reason, the Derivative Services may not be operational or otherwise available for your use due to servicing, hardware malfunction, software defect, service or transmission interruption or any other cause.

9.3We disclaim all warranties, express or implied, including but not limited to all implied warranties of non-infringement, merchantability, fitness for a particular purpose, title, compatibility, security, and accuracy, with respect to the Derivative Services and the Derivative Products, or the Derivative Services and the Derivative Products being accessible via the Platform are free of errors, viruses or security threats.

9.4We will not be responsible or liable in any way for any delay or error in the transmission or execution of any dealing caused by you or any other third party (including Eightcap or any other Third Party Service Providers), including but not limited to trading floor or exchange system operational failure or action, bank delay, postal delay, failure or delay of any electronic transmission or delay caused by accident, emergency or Force Majeure.

9.5We will not accept any form of liability, including for any loss or damage to you or to any other person, for:

• (a)any inaccuracies, errors, delays or omissions of any data, information or message or transmission or delivery of any such data, information or message including in relation to any Instructions given;
• (b)non-performance; or
• (c)interruptions in data, information, or message transmission, due to any negligent act or omission, any Force Majeure event or any other cause, whether or not within our control.

10.1If you have a complaint or dispute regarding the Derivative Services, please contact Swyftx through our website in the first instance.

10.2You agree and acknowledge that Swyftx may refer you onto Eightcap’s support team for further assistance.

10.3All disputes will be handled in accordance with the mechanisms provided in the Eightcap Client Agreement, where applicable.

11.1You agree to pay all applicable fees and charges associated with your Account and Transactions, as detailed in the Fee Schedule on our Platform.

11.2All fees, charges, or other costs will be debited directly from your Account balance.

11.3You authorise us to make such deductions.

11.4We reserve the right to amend our fees and charges.

11.5We will provide you with reasonable notice, where possible, of any changes, typically via email or notification on our Platform.

2.1These Affiliate Terms, together with the main Terms of Use for the Platform, govern your application to, and any subsequent participation in, the Affiliate Program.

2.2By submitting an application or participating, you agree to be bound by these Affiliate Terms. Your continued participation in the Affiliate Program is subject to these Affiliate Terms.

2.3By applying to participate in the Affiliate Program, you expressly represent and warrant that you have accepted the Affiliate Terms, and any additional terms and conditions or policies displayed on the Platform in relation to the Affiliate Program as they apply from time to time.

2.4We may amend, modify, add to or delete any term in these Affiliate Terms at our discretion and those amendments, modifications, additions or deletions apply to your use of the Affiliate Program by providing you notice on our Website and at our Affiliate Page. Any changes take effective when they are published. All subsequent transactions by you will be subject to the amended and most current Affiliate Terms.

2.5To be eligible to participate, an applicant must submit an application and be approved by Swyftx in its sole and absolute discretion. Swyftx reserves the right to reject any application without providing a reason.

2.6As a condition of ongoing eligibility, you must provide and maintain true, accurate, and complete information as requested by Swyftx, which includes:

• (a)a valid Australian Business Number (ABN); and
• (b)your current Goods and Services Tax (GST) registration status.

3.1You must clearly and conspicuously disclose your commercial relationship with Swyftx in all marketing materials where the Affiliate Link is shared, in compliance with all applicable laws, including the Australian Consumer Law.

3.2You are strictly prohibited from providing any form of financial, investment, legal, or tax advice and must not make any representations, warranties, or guarantees regarding the performance of any Crypto Asset or service on the Platform. You must represent Swyftx and its services truthfully and accurately.

3.3You shall not:

• (a)use your Affiliate Link for your own trading account, or create accounts for the primary purpose of generating Commission from your own trades;
• (b)engage in, or encourage others to engage in, any fraudulent, manipulative, deceptive, or artificial trading activity;
• (c)use unsolicited commercial email or any other illegal or unethical marketing methods to promote the Affiliate Link;
• (d)place the Affiliate Link on websites that contain or promote illegal, pornographic, violent, discriminatory, or otherwise offensive content;
• (e)modify, alter, or misuse any promotional materials, logos, or intellectual property provided by Swyftx;
• (f)cause a new client to be registered through any 'Refer a Friend' or similar promotional program concurrently with the Affiliate Program. In the event that a prospective client utilises both an Affiliate Link and a promotional code from another program during the sign-up process, Swyftx will apply the 'Refer a Friend' or other promotional program, and no Commission will be payable under this Affiliate Program for that client;
• (g)create, publish, or distribute any written material, advertisement, or public communication that makes reference to Swyftx without first submitting such material to Swyftx and receiving prior written consent;
• (h)hold yourself out as a representative of Swyftx, or make any statements, representations, or commitments on behalf of Swyftx, or represent or imply that a communication is published or authorised by Swyftx;
• (i)promote the Affiliate Link on social media or other public networks without clearly and conspicuously identifying the content as an advertisement or paid promotion, in line with applicable advertising standards (for example, by using hashtags such as “#ad” or “#sponsored”);
• (j)say or do anything or engage in conduct which will directly or indirectly disparage or otherwise bring into disrepute Swyftx, the Platform, or the Affiliate Program in any way.

4.1Subject to full compliance with these Affiliate Terms, Swyftx agrees to pay you a fee ( Commission ) calculated as a percentage of the Trading Revenue generated by a Qualified Client.

4.2A Qualified Client is a new client who has registered using your Link, successfully completed all identity verification procedures, and has not previously held an account with Swyftx.

4.3A commissionable event occurs only on a bona fide, executed SPOT market trade of a Digital Asset conducted on the Platform by a Qualified Client (a Qualified Transaction ).

4.4For the avoidance of doubt, no Commission shall be earned on any fees generated from any products or services other than Qualified Transactions. Excluded products include, but are not limited to, trading in regulated financial products or Products on the Platform, unless otherwise specified by Swyftx.

4.5Your right to receive payment of any accrued Commission is conditional upon you maintaining accurate and valid information as required under clause 2.5. If your account becomes disqualified for payment due to missing or invalid information, any accrued Commissions will be held by Swyftx pending rectification.

4.6If your commissions are disqualified and held pursuant to clause 4.5, Swyftx will notify you. You will have a period of sixty (60) days from the date of notification to provide the required valid information. If you fail to rectify the disqualification within this period, your right to the accrued and disqualified Commission will be extinguished, and you agree that such Commission is irrevocably forfeited to Swyftx.

4.7You are solely responsible for the payment of all applicable taxes, duties, or charges arising from the receipt of Commission payments.

4.8As a condition for the payment of any Commission, you must have successfully completed at least one (1) bona fide transaction using your own Platform account. Swyftx reserves the right to withhold all Commission payments until this requirement has been met.

4.9Commissions will accrue in your account and will be made available for payment once the total accrued balance exceeds a minimum threshold specified by Swyftx on the Platform (e.g., AUD $10.00). Swyftx may, at its discretion, also provide the option for you to use your accrued Commission balance for eligible transactions on the Platform.

4.10Subject to meeting all other conditions in these Affiliate Terms, Commission accrued during a calendar month will be processed for payment during the subsequent calendar month. For example, Commission earned in June will be processed for payment in July, provided all conditions for payment have been satisfied.

4.11You acknowledge and agree that the Commission may vary as a result of any variation in the Service Fees chargeable by us under the Terms of Use.

4.12If a Qualified Client is under investigation in relation to a breach of Swyftx's Terms of Use or for any other reason, Swyftx reserves the right to withhold all Commissions generated from that Qualified Client's activity until the investigation is completed. If the Qualified Client is subsequently banned or suspended, Swyftx will not pay any Commission generated from that client, and your right to such Commission is extinguished.

4.13If Swyftx has already paid a Commission in respect of a Qualified Client who is later banned or found to have breached the Terms of Use, Swyftx may deduct or set-off the amount of that payment against your current or future commission payments. You agree to repay any shortfall to Swyftx within 30 days of receiving written notice.

5.1Swyftx may terminate your participation in the Affiliate Program at any time, with or without cause, by providing notice.

5.2Swyftx may terminate participation immediately and without notice if you breach any of these Affiliate Terms.

5.3Upon termination, your right to earn or receive any further Commissions shall immediately cease.

5.4If participation is terminated by Swyftx for a material breach of these Affiliate Terms, including but not limited to fraudulent activity or a failure to comply with the obligations in Section 3, Swyftx reserves the right to deem any and all accrued but unpaid Commissions as forfeited.

5.5Upon termination, you must immediately cease all use of Swyftx's brand, logos, and promotional materials and remove all Affiliate Links from your properties.

6.1Nothing in these Affiliate Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Swyftx.

6.2These Affiliate Terms are governed by the laws of the State of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts of appeal from them in respect of any proceedings arising out of or in connection with these Affiliate Terms.

6.3These Affiliate Terms constitute the entire agreement between you and Swyftx in relation to the Affiliate Program and supersede all previous agreements or understandings between the parties in connection with the Affiliate Program.

6.4If Swyftx does not exercise or enforce any legal right or remedy which is contained in these Affiliate Terms, this will not be taken to be a formal waiver of Swyftx’s rights and those rights or remedies will still be available.

6.5If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Affiliate Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions will continue to be valid and enforceable.

2.1These Referral Terms, together with the main Terms of Use for the Platform, govern your participation in the Referral Program. By participating, you agree to be bound by these Referral Terms.

2.2The Referral Program is conducted at our sole discretion and may be activated, modified, or withdrawn by us at any time without prior notice. Any changes will be published on the Platform and take effect immediately.

2.3To be eligible to act as a Referrer, you must have a registered and verified Account on the Swyftx Platform which is not suspended, under investigation, or closed.

2.4A Referred Friend must be a new user who has never previously registered an account with Swyftx under any email address or identity.

3.1Subject to full compliance with these Referral Terms, a Referral Bonus may be awarded to the Referrer and/or the Referred Friend upon the satisfaction of the Reward Conditions.

3.2Eligibility to receive the Referral Bonus is subject to the following requirements being met (" Reward Conditions "):

• (a)The Referred Friend must successfully register an account on the Swyftx Platform using the Referrer’s unique Referral Code.
• (b)Both the Referrer and the Referred Friend must complete the identity verification procedures as required by Swyftx.
• (c)The Referred Friend must make a Fiat Currency deposit into their Platform account and complete at least one trade or transaction on the Platform.
• (d)The minimum deposit and trade amounts may be specified on the Platform.
• (e)Any other requirements specified on the Platform at our absolute discretion from time to time.

3.3If the Reward Conditions are not fully met by the Referred Friend within thirty (30) days of their account registration, neither the Referrer nor the Referred Friend will be entitled to receive the Referral Bonus for that referral.

3.4The value and type of the Referral Bonus (for both the Referrer and the Referred Friend) will be the amount published on our Platform at the time the Referred Friend registers. This amount is subject to change at our sole discretion. The Referral Bonus for the Referrer may be a different amount to that of the Referred Friend.

3.5If you are entitled to a Referral Bonus, it will be credited directly to your Swyftx Account after all Reward Conditions have been successfully met and verified by Swyftx.

4.1You shall not:

• (a)use your own Referral Code to create and register an alternate account for yourself, or for any entity you control, for the primary purpose of generating a Referral Bonus. This is considered abuse of the program;
• (b)engage in, or encourage others to engage in, any fraudulent, manipulative, or deceptive activity to meet the Reward Conditions;
• (c)use unsolicited commercial email (spam) or any other illegal, unethical, or misleading marketing methods to promote your Referral Code;
• (d)make any false or misleading statements about Swyftx, its services, or the Referral Program. You are strictly prohibited from providing any form of financial, investment, legal, or tax advice;
• (e)place your Referral Code on websites that contain or promote illegal, pornographic, violent, discriminatory, or otherwise offensive content; and
• (f)represent yourself as an employee, agent, or representative of Swyftx.

4.2The Referral Program cannot be used for the same new client simultaneously with the Affiliate Program (as defined in the Affiliate Terms).

4.3If a new client uses both a Referral Code and an Affiliate Link during sign-up, Swyftx reserves the right to apply only one program, which will typically be the Referral Program, and no affiliate commission will be payable.

5.1Swyftx may terminate or suspend your participation in the Referral Program at any time, with or without cause, by providing notice. Swyftx may terminate your participation immediately and without notice if you breach any of these Referral Terms.

5.2A breach, including but not limited to the activities listed in clause 4.1, may result in the immediate termination of your account(s) and the forfeiture of any accrued or pending Referral Bonuses.

5.3Upon termination of your main Platform account for any reason, your participation in the Referral Program ceases immediately, and any right to future Referral Bonuses is extinguished.

6.1Nothing in these Referral Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Swyftx.

6.2These Referral Terms are governed by the laws of the State of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland and courts of appeal from them.

6.3These Referral Terms, in conjunction with the Platform's main Terms of Use, constitute the entire agreement between you and Swyftx in relation to the Referral Program and supersede all previous agreements or understandings.

6.4If Swyftx does not exercise or enforce any legal right or remedy which is contained in these Referral Terms, this will not be taken to be a formal waiver of Swyftx’s rights and those rights or remedies will still be available..

2.1These Local Terms apply to your use of the Platform offered by Swyftx if you are a resident of New Zealand. These Local Terms form part of, and are governed by, the Terms of Use between you and Swyftx.

2.2Capitalised terms used but not defined in these Local Terms have the meanings given to them in the Terms of Use.

2.3In the case of any inconsistency between a clause in these Local Terms and a clause in the Terms of Use, the clause in these Local Terms will prevail.

2.4By using the Platform as a resident of New Zealand, you:

• (a)confirm that you are a resident of New Zealand and meet all other eligibility criteria set out in the Terms of Use;
• (b)acknowledge that you have read, understood, and agree to be bound by these Local Terms in their entirety; and
• (c)if you use the NZ Fiat Account Clearing Facility, consent to Swyftx Pty Ltd holding and managing your NZ Fiat Clearing Funds as a bare trustee in accordance with the terms set out herein.

2.5We may amend or modify these Local Terms at our sole discretion and at any time, consistent with the amendment provisions of the Terms of Use. Any amendments are effective 7 days after publication on the Platform (or on such other notice period as specified in the Terms of Use), unless immediate effect is required to comply with applicable law. Your continued use of the Platform after being notified of the amendments indicates your continued acceptance of these Local Terms as modified.

2.6If you do not agree with the amended terms, you must cease using the Platform, including the NZ Fiat Account Clearing Facility, and may close your Fiat Clearing Account under clause 3.6 of these Local Terms.

3.1We may (at our sole discretion) provide you with a facility ( “NZ Fiat Account Clearing Facility” ) under which we will hold Fiat Currency for you and apply that Fiat Currency as directed by you in connection with your activities via the Platform, on and subject to the terms set out in this these Local Terms.

3.2A NZ Fiat Clearing Facility will operate as follows, and offer the following functionality:

• (a)we will open a Fiat Currency account ( “Fiat Clearing Account” ) for you in our books;
• (b)you may from time to time transfer an amount of Fiat Currency from your bank account to us, as a credit to your NZ Fiat Clearing Account;
• (c)where you enter into a Transaction for which the Consideration is payable in Fiat Currency:
  • (i)where you are the buyer under the Transaction, you direct us to pay that Consideration, as a debit to your NZ Fiat Clearing Account; and
  • (ii)where you are the seller under the Transaction, you direct us to receive that Consideration, as a credit to your NZ Fiat Clearing Account.
• (d)You can from time to time direct us to transfer an amount of Fiat Currency from your NZ Fiat Clearing Account to your bank account.

3.3Fiat Currency ( “NZ Fiat Clearing Funds” and “your NZ Fiat Clearing Funds” ) received by us in cleared funds will be receipted to your NZ Fiat Clearing Account on the following terms, subject to clause 3.4:

• (a)we will hold your NZ Fiat Clearing Funds as bare trustee for your benefit, on and subject to the terms of this clause 3 and (to the extent not inconsistent with this clause 3) the remaining provisions of the Agreement;
• (b)we will promptly on receipt deposit your NZ Fiat Clearing Funds in, or transfer it to, a segregated account ( “NZ Bank Trust Account” ) that we maintain with a bank in New Zealand, Australia or elsewhere. We may hold your Fiat Clearing Funds across different NZ Bank Trust Accounts;
• (c)a NZ Bank Trust Account may contain both your NZ Fiat Clearing Funds and funds that we hold on trust for other New Zealand Users.
• (d)your NZ Fiat Clearing Funds will be used only in accordance with:
  • (i)your directions given to us (either generally or specifically) via the Platform or in writing (including electronically/by email) ( “Directions” ); and for this purpose, a direction under clause 3.2 to use the NZ Fiat Clearing Account in relation to a Transaction will constitute a Direction by you to pay the Consideration to the relevant seller out of your NZ Fiat Clearing Funds or receive the Consideration from the relevant buyer as an accretion to your NZ Fiat Clearing Funds (as the case may be); or
  • (ii)as authorised or permitted by this clause 3;
• (e)we will pay your NZ Fiat Clearing Funds (or such part of your NZ Fiat Clearing Funds as you may from time specify in the relevant Direction) to you upon your Direction, by transfer to your nominated bank account;
• (f)you irrevocably authorise us to comply with all Directions given via the Platform that are identified with your password and username or given in writing (including electronically or by email) from persons we reasonably believe are authorised by you;
• (g)we will comply with your Directions as soon as reasonably practicable, subject to clause 3.2;
• (h)no interest accrues on your Fiat Clearing Funds;
• (i)you irrevocably authorise us to settle any amount that you owe us out of your NZ Fiat Clearing Funds, by transferring a sum of money equal to that amount from the NZ Bank Trust Account (as a deduction from your NZ Fiat Clearing Funds and debit to your NZ Fiat Clearing Account) to ourselves for our own benefit. To avoid doubt, we will not be beneficially entitled to such sum of money until after its transfer out of the NZ Bank Trust Account has been completed;
• (j)we may make any deductions or withholdings from your NZ Fiat Clearing Funds that are from time to time required by law or are permitted under this Agreement (including under clauses 3.3(i) and 3.3(j)) (collectively, “Authorised Deductions” );
• (k)we will account to you for your NZ Fiat Clearing Funds. The accounts for your NZ Fiat Clearing Account will be the same as the accounts for your NZ Fiat Clearing Funds; and
• (l)if you close your NZ Fiat Clearing Account or we terminate your access to the Platform, we will promptly (subject to clause 18 of the Terms of Use as relevant) transfer your NZ Fiat Clearing Funds, net of any Authorised Deductions, to your nominated bank account (or if you have not previously nominated a bank account for this purpose, then to the most recent bank account from or to which Fiat Currency was transferred by or to you under this clause 3); and you irrevocably authorise us to make such transfer.

3.4Notwithstanding any other provisions of this clause 3, we are not required to accept any funds as a credit to your NZ Fiat Clearing Account and accretion to your NZ Fiat Clearing Funds, or to comply with any Direction, where (or in our sole discretion, to the extent that):

• (a)to do so would cause the balance of your NZ Fiat Clearing Account and NZ Fiat Clearing Funds to:
  • (i)reduce to less than zero; or
  • (ii)reduce to an amount that is less than the total of all amounts required to complete all Directions you have previously given us (to the extent not yet completed) and cover all Authorised Deductions (to the extent yet to be made);
• (b)we have determined not to enter into or perform the relevant Transaction as your agent, pursuant to clause 9 of the Terms of Use;
• (c)a third party asserts an interest in or claim to your NZ Fiat Clearing Funds, unless (and then only to the extent that) a court of competent jurisdiction orders otherwise;
• (d)to do so would in our reasonable opinion likely breach or contravene an applicable legal or regulatory requirement or restriction; or
• (e)we do not provide the NZ Fiat Clearing Facility in relation to the relevant Fiat Currency (in our sole discretion) at the relevant time.

3.5You represent and warrant to us, on a continuing basis, that no third party has any right, interest, claim or title in or to any funds paid or transferred to us as a credit to your NZ Fiat Clearing Facility or forming part of your NZ Fiat Clearing Funds, and that you are lawfully entitled to give us each Direction which you in fact give us.

3.6You may close your NZ Fiat Clearing Account and terminate your use of the NZ Fiat Clearing Facility by giving us an Instruction to that effect. We may further at any time in our sole discretion close your NZ Fiat Clearing Account and terminate your access to the NZ Fiat Clearing Facility (and you release us from all liability, loss, or claims suffered by you as a result of or arising out of such closure and termination).

3.7Any such closure and termination (whether by you or by us) does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of termination.

3.8To avoid doubt, all other clauses of the Terms of Use apply to the matters provided for in these Local Terms, to the extent not inconsistent with the specific provisions of these Local Terms.

3.9You acknowledge and agree that your use of the NZ Fiat Account Clearing Facility (including your capacity as beneficiary of the trust of the NZ Fiat Clearing Funds as described in these Local Terms) is entirely at your own risk.

3.10You rely on your own enquiries and judgement in deciding to use and in your ongoing use of the NZ Fiat Account Clearing Facility.

3.11Nothing in clause 18.5(c) of the Terms of Use limits our liability to repay your NZ Fiat Clearing Funds (net of any Authorised Deductions as defined in these Local Terms) to you in accordance with, and subject to, the terms of these Local Terms.

Swyftx does not provide any legal, tax or financial advice and you are strongly advised to undertake your own research and enquiries and obtain independent legal, tax or financial advice from an appropriately qualified professional advisor prior to making any financial decision relating to crypto assets or Swyftx services, including with respect to buying, trading, holding or otherwise using crypto assets. There are significant risks associated with crypto assets, and you are solely responsible to make sure you understand these risks and assess whether taking such risks are appropriate for you and your circumstances. Swyftx does not make any offers, recommendations or invitations for you to deal in crypto assets or use any services, and does not take into account your personal circumstances, financial situation, needs or objectives. Before making any financial decision, you should carefully assess your financial situation and capacity, and only use funds that you can afford to lose.

Before entering into any transaction using Swyftx, you should ensure that you understand and have made an independent assessment of the suitability and appropriateness of that transaction, and of the nature and extent of your exposure to risk of loss in light of your own objectives, financial and operational resources and other relevant circumstances. Past performance is no guarantee of future results.