Terms and conditions

We, AMM (Bahamas) Ltd (“IX Swap”), are approved as a Digital Asset Business and Digital Token Exchange under the Digital Assets And Registered Exchanges Act (“DARE Act”), 2024, by the Securities Commission Of The Bahamas.

1. General

1.1These Terms and Conditions of Use (“Terms of Use”) set forth the legally binding terms and conditions for any use of the website at ixswap.io, including any subdomain and/or sub-directory thereof (“Website”) by you, a User (as defined herein).

1.2 By accessing or using the Website or any products, services, content, webpages, information offered through the Website, including https://app.ixswap.io (collectively, the “Services”), in any manner, whether directly or indirectly, you hereby represent, warrant and undertake, and are presumed to have read, understood and agreed, to be bound by the Terms of Use as well as the terms of IX Swap’s Privacy Policy (“Privacy Policy”), which is incorporated herein in its entirety, and you agree to comply with all Applicable Law and Regulation in relation to your access to the Website, regardless of whether you are a an Approved Registered User (as defined herein) of the Website or whether you access the Website for your own purposes or on behalf of another person.

1.3 If you do not wish to be bound by the Terms of Use, please do not access the Website or the Services. The Terms of Use constitutes an agreement between you and IX Swap with regard to your access and use of the Website and/or any part of the Services. Please read the Terms of Use carefully before using the Website and/or the Services.

2. Definitions

The below terms have the meanings given to them in the table below:

Term	Meaning
Account	A User’s account in respect of the IX Swap Platform, created through the IX Swap Platform or otherwise.
Additional Agreements	As given in clause 3.3
Applicable Law and Regulation	Any legislation or other requirements having force of law, any order, writ, injunction or decree of any court, administrative agency or governmental body, and any regulatory requirements issued by any administrative agency or governmental body, including any subsidiary instruments, rules, notices, directions and guidelines issued thereunder.
Applicant	A User that has either: (a) applied to list an Applicant’s Digital Asset on the IXS DEX; or (b) executed an LOE with IX Swap to list such Applicant’s Digital Asset on the IXS LBP.
Applicant’s Digital Asset	The Digital Asset that an Applicant seeks to list on: (a) the IXS DEX through a Listing Agreement; or (b) the IXS LBP through an LOE.
API	Application programming interface.
Approved Registered User	A User who is either an Issuer, Investor or Applicant that has been approved by IX Swap in accordance with clauses 7, 9 or 17.
B2B	Business-to-business.
Closing Date	The date specified by the Issuer on which an Offering will be closed.
Code of Conduct	As given in clause 25.
Confidential Information	As given in clause 28.1.
Custodian	The licenced digital asset custodian holding Digital Assets for the benefit of Investors.
Digital Asset	Assets represented in digital form including wrapped tokens, security tokens, RWA tokens, crypto tokens, utility tokens and stablecoin tokens.
Enhanced Due Diligence	as given in clause 12.
FATF	Financial Action Task Force.
Fork	As given in clause 15.
Fundraising Period	As given in clause 16.5.
Intermediary Investor	An Investor which has opened an intermediary trading account on IX Swap to trade on behalf of the Investor’s customers and whose trading account is valid and subsisting (whether or not suspended), and must be: (a) a corporation; (b) a licenced entity in a non-prohibited FATF jurisdiction; (c) have directors and key management personnel who have sufficient and satisfactory experience of at least three (3) years in the line of business and industry, including other fit and proper criteria; and (d) possess a good track record of business conduct.
Investment	Participating in any Offering, Listing, Trading, Staking, Liquidity Provision and/or Liquidity Mining.
Investor	An Approved Registered User who has been authorised to access the Restricted Portion, and includes any Intermediary Investor.
Issuer Indicative Eligibility Requirements	The applicable eligibility criteria for an Issuer.
Issuer	An Approved Registered User, or any special purpose vehicle set up by such Approved Registered User, that is approved to list an Offering on the IXS Launchpad.
IX Swap IP	As given in clause 27.1.
IX Swap Parties	As given in clause 36.1.
IX Swap Platform	The online Investment platform which is accessible through the Website and is operated by IX Swap.
IXS DEX	A decentralized exchange operated by IX Swap on the Restricted Portion that may be used by an Applicant to list such Applicant’s Digital Asset by setting up a Liquidity Pool.
IXS Launchpad	The primary launchpad operated by IX Swap on the Restricted Portion that may be used by an Issuer to list an Offering.
IXS LBP	The liquidity bootstrapping pool platform on the Restricted Portion where an Applicant can list such Applicant’s Digital Asset by setting up a Liquidity Pool.
KYC/AML	As given in clause 5.1.
Linked Sites	As given in clause 29.1.
Listing	The listing of any Applicant’s Digital Asset on the IXS DEX or IXS LBP, or the listing of an Offering on the IXS Launchpad.
Listing Agreement	The agreement executed and submitted by the Applicant for the purposes of applying to list such Applicant’s Digital Asset on the IXS DEX by setting up a Liquidity Pool, which sets out the terms and conditions in respect thereof.
Liquidity Mining	As given in clause 19.3.
Liquidity Mining Pool	As given in clause 19.3.
Liquidity Pool	Any pool on the IXS DEX or IXS LBP comprising any pair (two (2) types) of Digital Assets locked in a Smart Contract, that is used to facilitate the Listing and/or Trading of such Digital Assets through the Restricted Portion, with the use of liquidity bootstrapping and/or automated market-making functions.
Liquidity Provision	The contribution of Digital Assets by Investors into a Liquidity Pool, to gain LP Fees.
LOE	A standard letter of engagement executed by IX Swap and: (a) an Issuer, setting out the terms and conditions on which such Issuer can list an Offering on the IXS Launchpad; or (b) an Applicant setting out the terms and conditions on which such Applicant can list such Applicant’s Digital Asset on the IXS LBP.
LP Fees	Digital Assets distributed by Supported Networks in compensation for Liquidity Provision.
LP Tokens	As given in clause 19.1.
Mining Rewards	As given in clause 19.3.
Minted Wrapped Tokens	As given in clause 19.1.
New Asset	As given in clause 15.1.
OFAC	Office of Foreign Assets Control of the U.S. Treasury Department.
Offering	The listing of a primary offer and issuance of Digital Assets on the IXS Launchpad.
Offering Application	An application to list an Offering on the IXS Launchpad, inclusive of any and all required documents and information, to be submitted by an Issuer to IX Swap.
Previous Asset	As given in clause 15.
Registration Data	Any and all data, information, materials and/or documents required to be submitted by a User to IX Swap for onboarding, to become an Approved Registered User.
Restricted Portion	The section of the Website and/or the IX Swap Platform that can only be accessed by Approved Registered Users to participate in any Offering, Listing, Trading, Staking, Liquidity Provision and/or Liquidity Mining.
RWA	Real-World Asset.
Sanctions	As given in clause 22.
Self-Custody	When making an Investment on the IX Swap Platform, an Investor’s Digital Assets shall be held in custody by the Investor directly in a digital wallet set up and used by the Investor separately and independently of its agreement with IX Swap, where the Investor is responsible for maintaining the security of the Investor’s own digital wallet and private keys at all times.
Site Content	As given in clause 27.1.
Site Metrics	as given in clause 26.
Slashing Penalties	Any penalty imposed by Supported Networks according to the Supported Network Protocol.
Smart Contract	A computer code that automatically executes all or parts of an agreement.
Staking	Locking up Digital Assets for a period of time, through the Restricted Portion, to gain Staking Rewards.
Staking Rewards	Digital Assets distributed by Supported Networks in compensation for Staking less any fees due to IX Swap and any Slashing Penalties.
Supported Network Protocol	The rules by which a Supported Network operates, including but not limited to the process for Staking, Liquidity Provision or Liquidity Mining, the quantity and timing of Staking Rewards, Mining Rewards or LP Fees, and the conditions under which Slashing Penalties are imposed.
Supported Networks	Any distributed ledger or blockchain network for which IX Swap is able to provide Staking, Liquidity Provision or Liquidity Mining through the Restricted Portion.
Third Party Custody	As given in clause 21.1.
Third Party IP	As given in clause 27.1.
Third Party Service Providers	As given in clause 23.
Trademarks	As given in clause 27.1.
Trading	Trading/swapping Digital Assets with Liquidity Pools through the IXS DEX and/or IXS LBP.
Trading Fees	The fees imposed by IX Swap when participating in Trading.
U.S.	United States Of America.
User	Any user of the Website, including Approved Registered Users.
User Data	As given in clause 23.
User-to-User Dispute	As given in clause 37.

3. Updating Website And Services

3.1IX Swap reserves the right, in its sole and absolute discretion, with or without any notice and from time to time, to:

A. Change, supplement or correct any content, including the Terms of Use, on the Website;

B.Discontinue, change or update any product or Services; and/or

C.Suspend or deny access to the Website, or any part thereof, to any User, for any reason.

3.2Any such revised Terms of Use shall be effective when posted on the Website. Each User understands and agrees that the User’s continued use of the Services or the Website after IX Swap has made any such changes constitutes the User’s acceptance of any such revised Terms of Use. The User agrees that IX Swap shall not be liable to the User or to any third party for any such changes. Please check the Terms of Use for any updated information.

3.3In addition to the Terms of Use, Approved Registered Users may be required to enter into additional agreements with IX Swap that will govern their use of the Services or any related services offered by IX Swap (“Additional Agreements”). To the extent that there is any contradiction between the Terms of Use and such Additional Agreements, the terms of such Additional Agreements shall prevail.

4. Access To Website And Services

4.1The Website and/or Services is prohibited for any person who is a citizen, or resident of, or located in any jurisdiction where the use of the Website or Services would be unlawful or contrary to Applicable Law and Regulation. Each User is responsible for verifying that the User’s use of the Website and/or Services is permitted in the jurisdiction where the User resides and that such use complies with any and all Applicable Law and Regulation.

4.2IX Swap may, in its sole and absolute discretion, at any time and without liability, restrict or prohibit any person or entity, including but not limited to Users who use proxy servers and/or internet protocol addresses residing in certain geographical areas, from accessing the Website and/or the Services or any part thereof.

5. Approved Registered User

5.1A User must open an Account with IX Swap to become an Approved Registered User.

5.2When the User’s Account has been verified and approved by IX Swap in accordance with clauses 7, 9 or 17, the User will become an Approved Registered User. Approved Registered Users can have only one Account each. Creating multiple Accounts by a User will be considered a breach of the Terms of Use and in those circumstances, IX Swap shall have the discretion to investigate and close any of these Accounts.

5.3Each Approved Registered User shall:

A.Maintain the security of the Approved Registered User’s digital wallet password and identification (if any);

B.Maintain and promptly update the Registration Data and any other information provided to IX Swap as an Approved Registered User; and

C.Be fully responsible for all use of the Approved Registered User’s Account and for any actions that take place using the Account.

6. Restricted Portion

Users can visit the Website and review a range of information related to IX Swap offered on the Website. However, in order to access the Restricted Portion, a User must become an Approved Registered User. Thus, the Restricted Portion may not be available to all Users. Notwithstanding any other clauses in these Terms of Use, IX Swap reserves the right, in its sole and absolute discretion, to deny any User access to the Restricted Portion.

7. Investor Approval

7.1To become an Investor:

A.A User shall create a new Account on the IX Swap Platform by connecting a digital wallet, creating a User profile and passing the customer due diligence process, which is required by IX Swap to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions laws, rules and regulations (collectively “KYC/AML”). Alternatively, IX Swap may allow a User to open an Account by means other than through the IX Swap Platform; and

B.Upon the successful completion by a User of all the above steps and any further necessary steps, as may be determined by IX Swap, IX Swap may, at its sole discretion, approve the User such that the User shall thereafter be deemed an Approved Registered User and Investor, and be permitted access to the Restricted Portion.

7.2Investors may also be required to provide IX Swap with additional and/or supplemental information in the future, upon IX Swap’s request. Each Investor shall assume all risks associated with the Investor’s Registration Data, including reliance on its quality, accuracy or reliability by any other person or entity. Please keep in mind that IX Swap will treat anyone who uses an Investor’s Account as the Investor himself/herself/itself. Therefore, IX Swap recommends that Investors change their respective digital wallet passwords from time to time, maintain the confidentiality of their respective digital wallet and passwords, and refrain from disclosing their respective digital wallet passwords to anyone.

7.3IX Swap also asks that Investors notify IX Swap immediately upon any suspicion that the Investor’s digital wallet password has been misappropriated or that that Investor’s Account has been compromised.

7.4Any Investor can terminate the Investor’s Account registration at any time by contacting IX Swap at c@ixswap.io.

8. Users' Representations And Warranties

8.1The securities, Digital Asset and other laws applicable to private company finance are complicated and unclear in many jurisdictions but are intended to protect unsophisticated people from making bad investments.

8.2If a User is a natural person, the User represents and warrants that:

A.The User is at least the age of majority in the User’s jurisdiction, and understands and is willing to bear the risks associated with investing into any Investment, which may involve losing all of the User’s funds and/or Digital Assets. However, if the User resides in a state, country or other jurisdiction that requires a higher minimum age or criteria for the User’s use of the Website or participation in the Services, the User must comply with the Applicable Law and Regulation in that jurisdiction;

B.The User has a working knowledge of the usage and intricacies of Digital Assets, and cryptographic and blockchain-based systems; and

C.The User is not an undischarged bankrupt.

8.3If a User is using the Website and/or the Services on behalf of a legal entity, the User represents and warrants that:

A.Such legal entity understands and is willing to bear the risks associated with investing into any Investment, which may involve losing all of such legal entity’s funds;

B.Such legal entity has a working knowledge of the usage and intricacies of Digital Assets, and cryptographic and blockchain-based systems;

C.Such legal entity is not the subject of a voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership or liquidation or contemplating ceasing its business;

D.The User has the right and/or authority to make such representations and/or warranties on behalf of such legal entity; and

E.The User may have to submit documents to show that the User has the authority to enter into agreements on behalf of a legal entity.

8.4Furthermore, each User represents and warrants that all Registration Data the User submits to IX Swap is true and accurate.

8.5Each User represents and warrants that such User has clear, good and marketable title to any and all Digital Assets such User uses to participate in any Investment, free and clear of and from any claims, liens, encumbrances, security interest or liabilities.

9. Issuer And Applicant Approval

9.1To become an Issuer or an Applicant, a User will be required to fill out the requisite forms, which includes providing Registration Data such as personal, financial, tax information, and pass the KYC/AML process. Upon the successful completion by a User of all the above steps and any further necessary steps, as may be determined by IX Swap, IX Swap may, in its sole and absolute discretion, approve the User such that the User shall thereafter:

A.Be deemed an Approved Registered User and Issuer, and be permitted to submit Offering Applications provided that the Approved Registered User and Issuer executes an LOE with IX Swap; or

B.Be deemed an Approved Registered User and Applicant, and permitted to: (i) submit a Listing Agreement to IX Swap to list such Applicant’s Digital Asset on the IXS DEX; or (ii) execute an LOE with IX Swap to list such Applicant’s Digital Asset on the IXS LBP.

10. Issuer Offering Application

10.1Any prospective Issuer seeking to list a proposed Offering shall submit an Offering Application to IX Swap. IX Swap shall, at its absolute discretion, review any such Offering Application by assessing if the Issuer fulfils the Issuer Indicative Eligibility Requirements either alone or in combination, but:

A.The Issuer Indicative Eligibility Requirements are not exhaustive and IX Swap may impose additional requirements via any Additional Agreement entered into between IX Swap and Issuer, including but not limited to an LOE; and

B.Compliance with the Issuer Indicative Eligibility Requirements may not of itself ensure the suitability of the Offering for Listing on the Restricted Portion. While the size of an Issuer is important, greater emphasis is placed on factors such as the integrity of the management and the controlling shareholder(s) of the Issuer, an Issuer’s relative stability, an Issuer’s reputation and the quality of the Offering set out in the Offering Application submitted by the Issuer. In reviewing any such Offering Application, IX Swap may contact the Issuer to understand the Issuer’s requirements and the details of the proposed Offering.

10.2IX Swap has the sole and absolute discretion at any time to:

A.Modify the Issuer Indicative Eligibility Requirements;

B.Consider all relevant circumstances in determining whether an Issuer satisfies the Issuer Indicative Eligibility Requirements in respect of an Offering; and/or

C.Waive compliance in respect of all or any requirements mentioned in the Issuer Indicative Eligibility Requirements.

10.3Upon review of any Offering Application, IX Swap may, as it deems appropriate, approve the Offering Application unconditionally or subject to any condition, or reject the Offering Application. If an Offering Application has been approved by IX Swap, IX Swap reserves the right to impose any condition or additional condition or to vary any condition imposed.

11. Verification Of Registration Data

11.1Upon creation of an Account, and from time to time thereafter, the Registration Data a User submits for registering with IX Swap will be subject to verification, screening and monitoring, including, but not limited to, validation against third-party public and private databases or the verification of identity documents or any official government or legal documents confirming the User’s identity, address, source of funds or ability to act on behalf of another entity, and verification of corporate appointments and directorships.

11.2Each User authorises IX Swap, directly or indirectly, through third parties, to conduct any verification of the the Registration Data which may be deemed necessary by IX Swap, including to establish the User’s identity and location, and to confirm the User’s ownership of the User’s digital wallet (if any), subject to the Applicable Law and Regulation.

11.3All Investments are subject to customer due diligence checks and onboarding, which include the KYC/AML process. IX Swap is required to obtain, verify and record information, which may include information that identifies natural persons, ultimate beneficial owners for legal entities and source of funds, prior to allowing any Approved Registered User to participate in any Investment. Such Approved Registered User may be required to update such information and any Registration Data from time to time.

11.4If an Approved Registered User’s Account has been involved in any fraud or crime or violation of any laws and regulations, or has been accessed unlawfully, or is otherwise involved in suspicious activity, then IX Swap reserves the right to investigate any such suspicious activity and to request documentation to confirm the authenticity and accuracy of any Registration Data the Approved Registered User provided to IX Swap. The Approved Registered User’s Account may be rejected, restricted, closed or frozen, while the investigation is pending.

11.5Any Registration Data the User is required to provide IX Swap during the Account registration and approval process will be handled in accordance with the Privacy Policy.

12. Enhanced Due Diligence

IX Swap may, in its sole and absolute discretion and at any time, require any User to submit additional information, documents and/or records about the User or the entity to which the User acts on behalf, or provide information about the User’s key management personnel, beneficial owners and/or directors (collectively, “Enhanced Due Diligence”). IX Swap may charge the User fees for such Enhanced Due Diligence but IX Swap will provide the User with prior notice in such circumstances.

13. Fees And Payments

13.1IX Swap does not charge Investors any Account creation fees. However, IX Swap may charge other fees to use the Services available on the Website, which includes but is not limited to the following:

A.Trading Fees;

B.Any applicable gas fee related to any blockchain transaction;

C.Capital raising fee;

D.Administration and corporate services fees;

E.Management fees; and

F.Any other fees to be determined on a case-by-case basis.

14. Investments

14.1All Users can access general information but only Investors can access the Restricted Portion to make Investments. An Investor can also see details and documents regarding any Offering, Listing, Trading, Staking, Liquidity Provision and/or Liquidity Mining, before making an Investment decision.

14.2IX Swap conducts due diligence prior to any Offering, Listing, Trading, Staking, Liquidity Provision and/or Liquidity Mining Investment opportunity on the Restricted Portion. However, IX Swap does not make any representations or warranties to any Users in respect of any such due diligence and IX Swap shall not be held liable for any errors, insufficiency, omissions or any inaccurate, misleading or false information contained in any such due diligence.

14.3In order to make any Investment, each Investor accepts and acknowledges the following:

A.Investment opportunities are made available on the Restricted Portion for the Investors to evaluate. Prior to making an Investment decision, the Investor should make the Investor’s own determination of the accuracy, adequacy, completeness and reliability of the information and materials available on the Website, perform the Investor’s own due diligence and seek advice from an independent legal, tax or financial advisor, where necessary, to determine the suitability and appropriateness of the Investment;

B.The Investor is responsible for undertaking the Investor’s own independent investigation and assessment of all Investment opportunities, and the independent verification of any information provided through the Website;

C.The Investor has made all necessary inquiries in respect of the relevant Digital Assets, including, but not limited to, their nature and objective, their key benefits and risks, their key rights and obligations, the ease of liquidating the Digital Assets, the commitment required, pricing, the fees and charges to be borne by the Investor, and any applicable charges or restrictions on withdrawal, surrender or redemption of the Digital Assets;

D.The Investor shall be solely responsible, to the exclusion of IX Swap, for any and all of the Investor’s tax obligations that may arise from the Investor’s use of the Website;

E.The Investor has made all necessary inquiries with respect to any Investment, including the nature and objective, key benefits and risks, key rights, ease of converting the Investment to cash, commitment required, pricing of the Digital Assets, fees and charges to be borne by the Investor, and any applicable charges or restrictions on withdrawal, surrender or redemption of Digital Assets;

F.The Investor is financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and the Investor has a working knowledge of the usage and intricacies of Digital Assets, including that:

F.1. Blockchain-based transactions are irreversible;

F.2. Markets for Digital Assets are highly volatile due to factors such as adoption, Speculation, technology, security, thefts, fraud, loss of Digital Assets, digital wallets and/or private keys, and regulation;

F.3. The cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time; and

F.4. Digital Assets may lose some or all of their value while they are invested through the IX Swap Platform, through the fluctuation of prices, slippage, impermanent loss or otherwise;

G.The Investor may be required to agree to certain disclosures before being allowed to make any Investment;

H.The Investor is fully aware of the risks involved in any Investment. The Investor shall not make any Investment if the Investor does not understand the risks of such an Investment. Any Investment made by the Investor is at the Investor’s own risk;

I.IX Swap shall not be liable for any loss, damage or liability which the Investor may incur in respect of any Investments made through the IX Swap Platform;

J.The IX Swap Platform is dependent on the availability of telecommunication and internet access. Therefore, the Investor accepts the risk of any failure of access to an internet network due to local, hardware and/or software issues. IX Swap shall not be responsible for any communication failures, technical disruption, errors, or delays, howsoever caused, which the Investor may experience when making Investments on the IX Swap Platform;

K.IX Swap shall not be liable for any act or omission of the Investor which causes any default, failure or cessation of any Investment, including but not limited to any incorrect or incomplete payment or transfer of Digital Assets by the Investor. IX Swap accepts no responsibility for any such act or omission of the Investor;

L.There may be resale restrictions applicable to a Digital Asset in respect of an Investment, which the Investor is required to and deemed to have knowledge of;

M.Any document or material in connection with any Investment does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation;

N.Participation in any Investment will be subject to the specific terms of that Investment. IX Swap makes no representation or warranty that any Investment will take place, or that if it takes place, that any Investor will be allowed to participate; and

O.IX Swap reserves the right to discontinue any Investment activity at any time and in its sole and absolute discretion. In such circumstances, Investors shall not have any right, claim or cause of action in any way whatsoever against IX Swap in relation to such discontinuation.

14.4Each Investor acknowledges that he/she/it is fully aware of the risks associated with Digital Assets and/or involved in undertaking any Investment, including but not limited to, the following:

A.The regulation of Digital Assets is still in a very nascent stage of development, globally. A high degree of uncertainty as to how Digital Assets and related activities are to be treated, exists. The applicable legal, regulatory and tax framework may change in future. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on Digital Assets. Each Investor should seek independent advice prior to deciding whether to undertake any Investment;

B.Digital Assets are blockchain-based and the security, transferability, storage and accessibility of Digital Assets depend on factors outside of IX Swap’s control, such as the security, stability and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any digital wallet where Digital Assets are stored. IX Swap does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the Digital Assets. Adverse events caused by such external factors may result in the loss of some or all Digital Assets acquired and such loss may be irreversible;

C.Digital Asset transactions are irreversible. This includes transactions made fraudulently, erroneously, or accidentally. Digital Assets involved in such irreversible transactions may not be recoverable;

D.The computer code for the smart contract for Digital Assets may contain flaws, errors, defects and bugs, which may disable some functionality of the such Digital Assets, expose an Investor’s information or otherwise be harmful to the Investor. Each Investor should review the functioning of the Smart Contract underpinning Digital Assets and seek advice from third party experts, if necessary, to understand it, before undertaking any Investment. Should the Smart Contract, based on which the Digital Assets are operated, cease to function for any reason, the ability of any existing Investor to transfer such Digital Assets to third parties or the ability of the transferees of such Digital Assets to exercise the rights associated with such Digital Assets may be impaired;

E.The complete trading history of each digital wallet will be available to the general public and it may be possible for members of the public to determine the identity of each Investor. Digital Assets are recorded on public blockchains. Any trades of Digital Assets will become public shortly after such trades are triggered. Although the data made available on public blockchains is anonymous, it includes the blockchain address of each Investor transacting in Digital Assets and the entire trading history of each blockchain address (including the number of digital tokens traded by each digital wallet and the balance of Digital Assets held in each digital wallet). As a result, the trading history of each blockchain address is available to the general public. It may be possible for members of the public to determine the identity of the holders of certain blockchain addresses based on publicly available information;

F.No assurance can be given that an active and liquid trading market, or even a market at all, will develop or continue for the Digital Assets. The market price of Digital Assets (to the extent such a market develops) may be highly volatile. Such volatility could be caused not only by events involving the Issuer or Applicant but also by changes in general conditions in the economy or the financial markets. As a result of such fluctuations, Investors may not be able to resell their Digital Assets and may incur losses. Factors that could cause this volatility of the market price of Digital Assets include but are not limited to:

F.1. Perception of the success and impact of the Applicant or Issuer, and/or Digital Asset;

F.2. The entrance of new competitors or new products in the markets of the Applicant or Issuer, and/or Digital Asset;

F.3. The liquidity of the market for the Digital Assets;

F.4. New laws or regulations or changes in interpretations of existing laws and regulations affecting the Applicant or Issuer, and/or Digital Asset;

F.5. General market and economic conditions;

F.6. Sentiment in the crypto industry;

F.6. Announcements of developments related to the Applicant’s or Issuer’s business; and/or

F.7. Local market conditions;

G.Digital Assets may be subject to the risk of market manipulation if the number of Digital Assets available for trading is low and/or the venues available for trading Digital Assets, such as exchanges, are limited;

H.Digital Assets may be affected if the Applicant or Issuer becomes the subject of a voluntary or involuntary petition in bankruptcy, or any voluntary or involuntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors, or ceases doing business. In such circumstances, Investors may not have full or any recourse;

I.Each Investor is responsible for knowing such Investor’s digital wallet private keys and keeping them a secret. A private key, or a combination of private keys, is necessary to control and dispose of Digital Assets stored in the Investor’s digital wallet. The loss of an Investor’s private keys associated with the Investor’s digital wallet may result in the loss of the Investor’s Digital Assets through misappropriation or otherwise. IX Swap will never ask for an Investor’s private keys; and

J.IX Swap is not responsible for and/or obliged to taking steps to retrieve Digital Assets lost in any manner.

14.5In the event of a default, failure or cessation of any Investment not due to the fault or election of Investors, IX Swap may, in its sole and absolute discretion, assist Investors with different recovery options, provided, however, that any costs in connection with any such recovery efforts shall be borne by the Investors.

15. Forks

15.1Software protocols governing a Digital Asset can experience sudden changes in operating rules that are outside IX Swap’s control (each change being a “Fork”). A Fork can have a material change on the operation, functionality, value or even name of a Digital Asset. If a Fork occurs, it may result in the creation of a new Digital Asset (“New Asset”) which is related to an existing Digital Asset (“Previous Asset”). Therefore, Forks may result in multiple versions of a Digital Asset and each version could have a very different, and possibly lower, value than before the Fork.

15.2If a Fork occurs, each User understands, acknowledges and agrees that IX Swap may temporarily suspend the operations of the IX Swap Platform while IX Swap determines, in its sole and absolute discretion, whether to support the New Asset, the Previous Asset, or both, and IX Swap shall have the right to continue such suspension for such length of time as IX Swap deems necessary to make such a determination.

15.3IX Swap may, in its sole and absolute discretion:

A.Obtain and retain the New Asset as IX Swap’s own property; or

B.Recall and burn Previous Assets and make the New Assets available to Users according to each User’s corresponding holdings of the Previous Asset at the time of the Fork, subject to the withholding and retention of reasonable compensation by IX Swap for the cost of making the New Assets available to Users (at IX Swap’s sole and absolute determination). For the avoidance of doubt, Users have no right to any New Asset.

15.4Each User agrees that IX Swap is not responsible or liable to any User and any User shall hold IX Swap harmless in respect of any losses or damages (including lost profits) which may occur as the result of a change in the underlying software protocol of a Digital Asset, a Fork, IX Swap’s determination to support or not support any particular Fork or modified software protocol, and any suspension to the IX Swap Platform while IX Swap makes such determination.

16. IXS Launchpad

16.1An Issuer may list an Offering on the IXS Launchpad by executing an LOE with IX Swap, subject to IX Swap’s approval in each case, which approval shall be in IX Swap’s sole and absolute discretion.

16.2The details of any Offering are provided by Issuers and are only meant for the Investors’ information, and IX Swap does not provide any warranty as to the accuracy, truth and/or completeness of any such details. IX Swap shall not be held liable for any errors, omissions or any inaccurate, misleading or false information provided by any Issuer in respect of any Offering.

16.3IX Swap may undertake social media reach-outs, reach-outs to targeted prospective Investors and/or marketing campaigns such as ask-me-anything sessions, on behalf of the Issuer.

16.4In respect of any Offering, Investors may be required to sign a non-disclosure agreement with the Issuer prior to viewing the documents related to any Offering.

16.5An Investor may make an offer in respect of an Offering by specifying the number of Digital Assets sought and the purchase amount, and such offer shall be subject to the approval and/or acceptance of the Issuer and/or IX Swap. All Offerings are open on the IXS Launchpad from Listing until the Closing Date (“Fundraising Period”), which shall be specified, and may be extended, by the Issuer on the IXS Launchpad. However, if the prescribed soft cap (if any) is fulfilled before the Closing Date, the Issuer may, in its sole and absolute discretion, choose to close the Offering before the Closing Date.

16.6When making an offer in respect of an Offering:

A.An Investor shall deposit the relevant Digital Assets into Smart Contracts;

B.Such Digital Assets shall be held in those Smart Contracts until the Investor’s offer is accepted and/or approved by the Issuer and/or IX Swap;

C.Upon approval and/or acceptance by the Issuer and/or IX Swap, the Investor may be required to sign a purchase agreement/subscription document and any other document necessary to complete the Investment into the Offering, and thereafter:

C.1. Such Digital Assets shall be released by the Smart Contracts to the Issuer, less any applicable fee(s) payable to IX Swap; and

C.2. The corresponding Digital Assets in respect of that Offering shall be transferred or made available for transfer to the digital wallet of the Investor for Self-Custody.

16.7IX Swap does not guarantee that an Offering will be successful or fulfill its soft cap (if any), or that an Offering will remain open for any guaranteed amount of time. An Offering may be terminated or cancelled:

A.At the discretion of the Issuer; or

B.By IX Swap for violation of the Terms of Use or the relevant LOE.

16.8If an Offering is terminated or cancelled at any time before the Closing Date:

A.All Digital Assets committed by each Investor into the Offering shall be returned to the Investor without interest and after deduction of any fee(s) payable to IX Swap; and

B.The Investor understands and accepts such risk, and the Investor acknowledges that the Investor shall have no recourse against IX Swap in such circumstances.

16.9IX Swap may use commercially reasonable efforts to ensure that Issuers provide regular updates to Investors regarding any ongoing Offerings.

17. IXS DEX

17.1Any Applicant seeking to list such Applicant’s Digital Asset on the IXS DEX by setting up a Liquidity Pool shall execute and submit a Listing Agreement to IX Swap, unless IX Swap determines otherwise. In accordance with a Listing Agreement and the IXS DEX Rules, IX Swap shall review such Listing Agreement and any Registration Data provided in support of the same, in assessing, in its sole and absolute discretion, whether the Applicant passes the KYC/AML process and whether to approve (unconditionally or subject to any condition) or reject such Listing Agreement. IX Swap shall, in its sole and absolute discretion, approve or reject such Listing Agreement for any reason it deems fit, and IX Swap shall not be required to provide any reason for such approval or rejection. IX Swap shall notify the Applicant of its decision to approve or reject such Listing Agreement.

18. IXS LBP

18.1Subject to IX Swap’s approval in each case, which approval shall be in IX Swap’s sole and absolute discretion, an Applicant may list such Applicant’s Digital Assets on the IXS LBP.

18.2Any Applicant seeking to list such Applicant’s Digital Asset on the IXS LBP by setting up a Liquidity Pool shall execute an LOE with IX Swap. In accordance with such LOE and the IXS LBP Rules, IX Swap shall review any Registration Data provided in support of the same, in assessing, in its sole and absolute discretion, whether the Applicant passes the KYC/AML process and whether to list such Applicant’s Digital Asset on the IXS LBP. IX Swap shall, in its sole and absolute discretion, approve or reject such Listing for any reason it deems fit, and IX Swap shall not be required to provide any reason for such approval or rejection. IX Swap shall notify the Applicant of its decision to approve or reject such Listing.

18.3The details of any such Listing are provided by Applicants and are only meant for the Investors’ information, and IX Swap does not provide any warranty as to the accuracy, truth and/or completeness of any such details. IX Swap shall not be held liable for any errors, omissions or any inaccurate, misleading or false information provided by any Applicant in respect of any such Listing.

18.4IX Swap may undertake social media reach-outs, reach-outs to targeted prospective Investors and/or marketing campaigns such as ask-me-anything sessions, on behalf of the Applicant.

19. Trading

19.1IX Swap may, in its sole and absolute discretion, allow Investors to participate in Trading where Digital Assets can be traded at each Investor’s discretion, subject to any applicable rules and conditions, including the IXS DEX Rules and/or IXS LBP Rules, and Trading exchange rates that are determined by Smart Contracts according to the automated market-making functions of a Liquidity Pool.

19.2Trading on the IX Swap Platform, including the transfer of Digital Assets into Investors’ digital wallets, is a Self-Custody service. IX Swap will never ask Investors for private keys in any circumstance.

19.3Trading Fees may be imposed upon Investors to execute any particular trade of Digital Assets. The applicable Trading Fees shall be determined by IX Swap and may be varied by IX Swap at any time. By participating in Trading, each Investor is deemed to accept the applicable Trading Fees at the material time.

19.4By participating in Trading, each Investor is deemed to accept the applicable rules and conditions, including IXS DEX Rules, for any particular Trading activity.

20. Liquidity Provision And Liquidity Mining

20.1IX Swap may, in its sole and absolute discretion, allow Investors to participate in Liquidity Provision where each Investor has the discretion to participate in Liquidity Provision, in the following manner:

A.The Investor shall contribute a pair of Digital Assets (subject to IX Swap’s approval) from the Investor’s digital wallet, where the quantities of each type of Digital Assets shall be determined by Smart Contracts according to the automated market-making functions of a Liquidity Pool;

B.Such Digital Assets shall be contributed into the Liquidity Pool in either of the following ways which IX Swap may determine, in its sole and absolute discretion:

B.1. If IX Swap requires contributed Digital Assets to be wrapped, tokens shall be transferred from the Investor’s digital wallet to the Custodian. The Smart Contracts will then mint wrapped tokens (“Minted Wrapped Tokens”) which correspond to the types and quantities of tokens contributed from the Investor’s digital wallet and the Minted Wrapped Tokens will be transferred by the Smart Contracts to a Liquidity Pool; or

B.2. If IX Swap does not require contributed Digital Assets to be wrapped, tokens shall be contributed directly from the Investor’s digital wallet to a Liquidity Pool through Smart Contracts, while, at all times, remaining in the Investor’s digital wallet through Self-Custody; and

C.The Liquidity Pool will send liquidity provider tokens to the Investor’s digital wallet through the Smart Contracts (“LP Tokens”). LP Tokens represent an Investor’s share of the Digital Assets in the Liquidity Pool and also entitles the Investor to receive LP Fees.

20.2Investors that participate in Liquidity Provision agree to provide the following information and documentation to IX Swap on an ongoing basis:

A.Additional know-your-client documents, as may be requested by IX Swap;

B.Confirmation of the Investor’s compliance and/or continued compliance with any and all applicable rules, if and when requested by IX Swap;

C.Any material adverse change which may impact the Digital Asset(s) contributed into the Liquidity Pool by the Investor or the financial and operational continuance of the issuer of such Digital Asset(s), within seven (7) days from when the Investor becomes aware of their occurrence; and

D.Any other documents reasonably required to maintain the Listing of the Digital Asset(s) contributed into the Liquidity Pool by the Investor, as may be requested by IX Swap.

20.3Once Investors have received LP Tokens, IX Swap may, in its sole and absolute discretion, allow Investors to participate in Liquidity Mining, where each Investor may deposit LP Tokens into a liquidity mining pool (“Liquidity Mining Pool”) in return for rewards (“Mining Rewards”) in the form of Digital Assets (the rates, types and distribution manner of which shall be determined and/or varied from time to time by IX Swap, in its sole and absolute discretion) (“Liquidity Mining”). Subject to any applicable rules and conditions, each Investor that has participated in Liquidity Mining has the discretion to cease Liquidity Mining at any time, by withdrawing LP Tokens from the Liquidity Mining Pool.

20.4Subject to any applicable rules and conditions, each Investor that has participated in Liquidity Provision has the discretion to cease Liquidity Provision at any time, in the following manner:

A.If the Investor has deposited LP Tokens into a Liquidity Mining Pool, the Investor shall withdraw such LP Tokens from the Liquidity Mining Pool;

B.The Investor will return the LP Tokens from the Investor’s digital wallet to the Liquidity Pool, through the Smart Contracts;

C.Depending on the type of Digital Asset, such Digital Assets that have been contributed into the Liquidity Pool shall be returned to the Investor in the following manner:

C.1. For Minted Wrapped Tokens, the Smart Contracts will burn the Minted Wrapped Tokens in the Liquidity Pool, and according to the amount of LP Tokens returned by the Investor, the Custodian will transfer the Investor’s share of Digital Assets, corresponding to the number of LP Tokens returned by the Investor, into the Investor’s digital wallet; and

C.2. For crypto tokens, utility tokens and stablecoin tokens, according to the amount of LP Tokens returned by the Investor, the Smart Contract will release the Investor’s share of Digital Assets from the Liquidity Pool, corresponding to the number of LP Tokens returned by the Investor; and

D.The Investor shall receive LP Fees which rate shall be determined by IX Swap and may be varied by IX Swap at any time.

20.5By participating in Liquidity Provision and/or Liquidity Mining, each Investor is deemed to accept the applicable rules and conditions for any particular Liquidity Provision and/or Liquidity Mining activity.

21. Custody

21.1When participating in Liquidity Provision, an Investor seeking to contribute RWA or security tokens into a Liquidity Pool shall deposit such RWA or security tokens from the Investor’s digital wallet to the Custodian (“Third Party Custody”) through the IX Swap Platform. When subsequently ceasing participation in Liquidity Provision, an Investor may withdraw RWA or security tokens from Third Party Custody through the IX Swap Platform.

21.2To facilitate Third Party Custody, IX Swap has entered into certain arrangements and opened a custody account with the Custodian, subject to the terms and conditions agreed between IX Swap and the Custodian. Any Investor who avails of Third Party Custody acknowledges and accepts any and all risks arising from such arrangement, including counterparty risks, potential non-compliance by the Custodian with its obligations, and any other circumstances involving the Custodian that may adversely impact Third Party Custody.

21.3If an Investor wishes to avail of Third Party Custody, the Investor:

A.Represents and warrants that:

A.1. It has and authority to deliver and good title to the RWA or security tokens to the Custodian, to be held in Third Party Custody;

A.2. There is no claim or encumbrance that adversely affects delivery of the RWA or security tokens to the Custodian, to be held in Third Party Custody;

A.3. Except as provided herein, the Investor has not granted any person a lien, security interest, charge or similar right or claim against the the RWA or security tokens held in Third Party Custody or any part thereof;

B.Duly authorizes IX Swap to give all directions, notices, requests and/or instructions to the Custodian, and/or undertake any administrative functions or communications, in respect of the Investor’s RWA or security tokens held in Third Party Custody; and

C.Agrees to pay to IX Swap any and all applicable fees at the rate determined by IX Swap, from time to time.

21.4Any RWA or security tokens held in Third Party Custody shall be segregated and maintained separately from IX Swap's own assets. However, any Investor that avails of Third Party Custody consents to such Investor’s RWA or security tokens held in Third Party Custody, being held together with the RWA or security tokens of other Users, in 1 or more omnibus accounts.

21.5An Investor that avails of Third Party Custody shall at all times retain the beneficial and equitable interests in any RWA or security tokens held in Third Party Custody.

21.6All deposit and withdrawal transactions relating to an Investor’s RWA or security tokens held in Third Party Custody shall be executed based on the instructions and/or authorization given by the Investor to IX Swap. IX Swap is entitled to treat any communication or instruction received from the Investor as having originated from such Investor, and IX Swap may rely and act on that communication or instruction without further enquiry. The Investor shall be solely responsible, to the exclusion of IX Swap, for any errors or omissions in any communication or instruction given by the Investor to IX Swap.

21.7Absent a contrary Instruction, an Investor that avails of Third Party Custody authorizes IX Swap and/or the Custodian to carry out non-discretionary matters in connection with the Investor’s RWA or security tokens held in Third Party Custody. Without limiting the authority of IX Swap with regard to non-discretionary matters, IX Swap and/or the Custodian may carry out the following:

A.Except as otherwise provided herein, separately identify the Investor’s RWA or security tokens held in Third Party Custody on their/its records as being held for the account of the Investor and segregate all the Investor’s RWA or security tokens held in Third Party Custody from the assets of IX Swap and/or the Custodian;

B.In the Investor’s name or on its behalf, sign any documents relating to the Investor’s RWA or security tokens held in Third Party Custody which may be required pursuant to the Investor’s instruction, by any tax or other regulatory authority, market practice or otherwise;

C.Collect and receive, for the account of the Investor, all income, payments and distributions in respect of the Investor’s RWA or security tokens held in Third Party Custody; and

D.Any other matters which IX Swap and/or the Custodian considers reasonably necessary.

However, nothing herein shall be construed as placing any obligation on IX Swap and/or the Custodian to carry out any non-discretionary matters.

21.8The Investor shall ensure that it has sufficient RWA or security tokens, as necessary, to effect any instructions, and IX Swap shall notify the Investor if IX Swap does not act on any such instruction because the Investor has insufficient RWA or security tokens.

21.9In addition to any other remedies available to IX Swap under Applicable Law and Regulation, IX Swap shall have, and any Investor that avails of Third Party Custody hereby grants IX Swap, a continuing general lien on all RWA or security tokens held in Third Party Custody until satisfaction of all liabilities and obligations (whether actual or contingent) of the Investor to IX Swap with respect to any fees and/or expenses, and any other present and future obligations of the Investor to IX Swap. Such Investor shall not grant any person a lien, security interest, charge or similar rights or claims against any RWA or security tokens held in Third Party Custody without IX Swap’s consent. If the such Investor fails to pay IX Swap in respect of any of the Investor’s liabilities and obligations to IX Swap, including in respect of fees and/or expenses, is dissolved or becomes the subject of formal insolvency proceedings in any jurisdiction, or any step is taken against the Investor to initiate insolvency proceedings in any jurisdiction, IX Swap may, without notice to the Investor except as required by Applicable Law and Regulation, and at any time:

A.Appropriate and apply all or any part of the RWA or security tokens held in Third Party Custody against any or all liabilities and/or obligations of the Investor towards IX Swap (whether matured or subject to any demand);

B.Sell all or any part of the Investor’s RWA or security tokens held in Third Party Custody; and

C.Exercise, in respect of the RWA or security tokens held in Third Party Custody, all the rights and remedies a party with a senior security or similar right would be entitled to exercise in such default under any Applicable Law and Regulation.

21.10In the event of termination or expiration of the Account of an Investor that avails of Third Party Custody, IX Swap may provide the Investor with reasonable assistance to transfer the Investor’s RWA or security tokens held in Third Party Custody to any other digital custody wallets of the Investor or the Investor’s representatives (such as a new custodian), upon the Investor’s request. However, if the Investor has not made any such request, IX Swap shall continue to safe-keep such RWA or security tokens until the Investor makes a request to transfer the RWA or security tokens, and in such circumstances, the Client shall be liable to IX Swap for any additional fees for such safekeeping.

21.11IX Swap reserves the right, in its sole and absolute discretion, without requiring any consent, authorisation or further act from any Investor, with respect to the appointment and/or replacement of any Custodian, subject to Applicable Law and Regulation. IX Swap shall notify each Investor of any such appointment and/or replacement of any Custodian.

22. Staking

22.1IX Swap may, in its sole and absolute discretion, allow Investors to participate in Staking at each Investor’s discretion, subject to any applicable rules and conditions of any Supported Network Protocol, which includes but is not limited to bonding, lock-up, blocking, freezing periods, ineligibility to receive Staking Rewards for partial periods and minimum balances required. Each Investor is only authorised to stake the Investor’s own Digital Assets.

22.2A Supported Network can impose Slashing Penalties and, in such circumstances, each Investor that participates in Staking: (a) understands and accepts the risk of loss of up to all of the Investor’s staked Digital Assets; (b) acknowledges and agrees that IX Swap will not compensate the Investor for any missed Staking Rewards and/or Slashing Penalties.

22.3Staking on the IX Swap Platform, including the receipt of Staking Rewards by Investors, is a Self-Custody service. IX Swap will never ask Investors for private keys in any circumstance.

22.4By participating in Staking, each Investor is deemed to accept the applicable rules and conditions for any particular Staking activity.

23. Termination And Suspension Of Account

23.1IX Swap reserves the right to erase any or all of a User’s information from the Website, as well as to suspend, terminate or cancel a User’s Account without notice or liability, at any time, in its sole and absolute discretion. However, IX Swap may maintain copies of any User’s information insofar as necessary to comply with any record-keeping obligations prescribed by Applicable Law and Regulation.

23.2If IX Swap has reason to suspect that a User has breached the Terms of Use or committed any fraud in respect of use of the Website and/or the Services, or attempted to do so, or that any of the User’s information is not authorized, correct, current or complete, IX Swap may, in addition to taking or reserving any other remedies against the User (including those provided under the Applicable Law and Regulation), suspend, terminate or cancel the User’s Account.

23.3Any suspension, termination or cancellation of the User’s Account shall not affect any provisions of the Terms of Use, such as indemnification and limitations of liability, that are, by their nature, intended to survive such suspension, termination or cancellation. Additionally, the User may write to IX Swap at c@ixswap.io to request to suspend, terminate or cancel the User’s Account, where it may take up to thirty (30) days to process such request. Suspension, termination or cancellation of any User’s Account shall not be effective until the User has discharged all of the User’s obligations to any other User and/or to IX Swap.

24. International Investors

IX Swap currently does not accept persons or entities from the U.S., Iran, Myanmar, Democratic People's Republic of Korea and any sanctioned country or any countries that IX Swap may specify, at its sole discretion, as Investors. IX Swap also does not accept any U.S. tax residents. IX Swap may accept persons or entities from any other country or jurisdiction as Investors where such Investors shall be permitted access to the Investment opportunities on the Restricted Portion insofar as such access does not violate the law of the Investors’ respective country or jurisdiction of residence.

25. U.S. And Un Economic Sanctions

Each User represents that the User or the entity for which the User acts on behalf is not:

A.Currently subject to any sanctions administered or enforced by any sanctions authorities (collectively, the “Sanctions”) and has not entered into or is not a party to any agreement, transaction or dealing which would result in any violation of any provision of the Sanctions;

B.Located, organised or resident in a country or territory that is the subject of Sanctions or the FATF’s Blacklist; and/or

C.Listed in any list of sanctioned persons, including those maintained under the Sanctions, the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC.

26. Third Party Service Provider

In order to provide Users with the Services or any part thereof, IX Swap may have outsourced and/or entered into agreements or have API integrations with some B2B business partners, financial institutions, banks, securities or Digital Assets licence holders and custodians (collectively the “Third Party Service Providers”). In IX Swap’s endeavour to provide the Services, IX Swap may be required to transfer, transmit, distribute and/or publish all or any content, information, personal data, communication, including Registration Data, (collectively, the “User Data”) provided by any User, to these Third Parties Service Providers. Each User hereby grants to IX Swap and its agents a perpetual, non-exclusive, worldwide, royalty free, irrevocable licence and right to transfer and transmit the User Data to these Third Parties Service Providers, subject to the Privacy Policy.

27. No Professional Advice Provided

27.1IX Swap does not provide any financial, legal, tax, investment or other advice or any form of recommendation regarding the suitability or quality of any Investment opportunity on the Website, and nothing on the Website, including IX Swap’s listing of any Investment opportunity on the Restricted Portion, or the information provided in connection with any Investment opportunity will be construed or interpreted as such.

27.2Investment overviews on the Website contain summaries of Investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete.

27.3The terms in respect of certain Investments may be set by the Issuers and/or Applicants. IX Swap does not make any warranty as to the completeness or accuracy of any information provided by Issuers and/or Applicants. The information contained in any documents and all information contained on the Website have been prepared without reference to any particular Investor’s investment requirements or financial situation.

27.4Investors should consult with their own professional tax, legal, financial and other advisors before making any Investment. Neither IX Swap nor its affiliates or subsidiaries shall be regarded as advising on the suitability of any Investment opportunity presented on the Website.

27.5Though there is no restriction on the amount an Investor can invest on the IX Swap Platform, Investors should not invest more money than Investors can afford to lose.

28. Code Of Conduct

28.1As a condition to a User’s use of the Website and the Services, each User agrees to the provisions set out in this clause (“Code of Conduct”).

28.2Each User agrees to use the Services only for purposes that are legal, proper and in accordance with the Terms of Use and any Applicable Law and Regulation.

28.3When using the Website and/or the Services, each User may NOT:

A.Upload, publish, provide, display, post or transmit any images or other content that is unlawful, obscene, harmful, hateful, invades the privacy of any person, contains nudity or pornography, or is otherwise objectionable;

B.Use the Website in any way that is unlawful or breaches any policy or notice on the Website or harms IX Swap or IX Swap’s service providers, licensors, representatives or any other User;

C.Use the Services or any part thereof in any manner that could damage, disable, overburden or impair the Services or any part thereof, or interfere with any other User’s use and enjoyment of the Services or any part thereof;

D.Modify, adapt, translate, or reverse engineer any portion of the Website;

E.Advertise to or solicit any person or entity to make any Investment;

F.Attempt to gain unauthorized access to the Website, the Services or any part thereof, or the computer systems or networks connected to the Website and/or the Services, through hacking, password mining or any other means;

G.Engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to the deployment of viruses and denial of service attacks;

H.Create Accounts by automated means or under false or fraudulent pretences;

I.Transmit any viruses, worms, defects, trojan horses or any items of a destructive nature to or through the Website and/or the Services;

J.Defame, abuse, harass, stalk, threaten or otherwise violate any legal rights, such as privacy rights, of any other person or entity;

K.Upload, publish, provide, display, post or transmit any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless the User is the owner of such rights or has the permission of the owner to do so;

L.Upload, publish, provide, display, post or transmit any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;

M.Run mail list or any form of auto-responder or “spam” on the Website and/or the Services;

N.Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;

O.Interfere or attempt to interfere with the proper working of the Website and/or the Services or any activities conducted on the Website, including to utilise framing or mirroring techniques to enclose any content or other proprietary information, place pop-up windows over the Website pages, or otherwise affect the display of the Website pages;

P.Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;

Q.Remove any copyright, trademark or other proprietary rights notices contained in or on the Website and/or the Services;

R.Use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Website and/or the Services or collect information about Users for any unauthorised purpose;

S.Promote or provide instructional information about illegal activities or promote physical harm or injury against any person or entity;

T.Use the Website and/or the Services for any commercial purpose whatsoever other than for the User’s personal use, including, without limitation, soliciting other Users for other investments of any kind, offering or selling any products or services of any kind, or making investment recommendations to other Users; and/or

U.Engage in any activity that seeks to defraud IX Swap or any other person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

29. User Participation

IX Swap reserves the right to, but has no obligation and assumes no obligation, to monitor each User’s use of the Website. IX Swap may compile records of visits or hits with respect to certain pages or information that are available on the Website. The Website uses cookies to monitor browsing preferences. IX Swap may also compile information and other metrics concerning User interactions and other features of the Website (“Site Metrics”). IX Swap is under no obligation to provide any User with Site Metrics or any other information related to the use of the Website and/or the Services.

30. Intellectual Property Rights

30.1IX Swap and its licensors (where applicable) hold intellectual property rights with respect to the Website and/or the Services, and retain all rights, titles and interests in and to, including but not limited to, the following:

A.All “IX Swap” logos, tag lines, trademarks and/or other indications of source and quality (whether registered or protected under common law) (collectively, the “Trademarks”);

B.All content available or through the Website, including but not limited to databases, data, documents, designs, text, graphics, pictures, videos, information, software, music, sounds, underlying source codes, code repositories and other files, and their selection and arrangement (“Site Content”);

C.IX Swap Platform, processes and the technology that powers the Website and is made available to use from the Website (collectively referred to as “IX Swap IP”). Rights in other marks, logos and content which appear on the Website are reserved to the owners thereof (“Third Party IP”). Nothing on this Website should be construed as granting by implication, estoppel or otherwise, any licence or right to use any of the IX Swap IP or the Third Party IP without the written consent of IX Swap or the applicable owner.

30.2Users shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer or sell in any form or by any means, in whole or in part, without IX Swap’s prior written permission, the Website, the Services and/or any IX Swap IP, or any part thereof, except that, if a User us eligible to use the Website, the User is granted the right to access and use the Website and to download or print a copy of any portion of the Site Content solely for the User’s personal use and in connection with the User’s use of the Services. Users may not republish Site Content on any internet, intranet or extranet site or incorporate the Site Content in any other database or compilation, and any other use of the Site Content is strictly prohibited.

30.3All of the IX Swap IP may not be used publicly except with express written permission from IX Swap and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits IX Swap.

30.4Any use of the IX Swap IP or the Third Party IP other than as specifically authorized herein, without the prior written permission of IX Swap or the applicable owner, is strictly prohibited. Such unauthorized use may also violate Applicable Law and Regulation including without limitation copyright and trademark laws and applicable regulations and statutes.

31. Confidentiality

31.1The Website contains confidential and sensitive trade secrets of IX Swap. The Website also includes content and information provided and/or posted by other parties, including information with respect to the business and/or financials and/or activities of Users, which may be deemed as confidential. Confidential information includes non-public information that IX Swap, its affiliates, any User or any other third parties furnish or otherwise make available to Users with respect to any Investment opportunity, including but not limited to, any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials:

A.That is designated as “Confidential” or “Proprietary”;

B.That is only available to Registered Users; or

C.that should reasonably be understood to be confidential; (collectively, the “Confidential Information”).

31.2Each User shall retain any Confidential Information received, in confidence, and shall not, without the prior written approval of IX Swap or the applicable owner of Confidential Information, publish or otherwise disclose to others, or use such Confidential Information, for any purpose other than for the purposes of reaching a decision whether to make any Investment with and/or through the IX Swap Platform. Each User agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed to the User’s employees, representatives or agents in violation of the Terms of Use. Each User shall use at least the same degree of care in safeguarding the Confidential Information as the User uses in safeguarding the User’s own confidential information and trade secrets, but shall use not less than reasonable care and diligence. Upon IX Swap’s written request, a User will promptly destroy or return the Confidential Information received and any copies thereof.

31.3Each User’s right to the Confidential Information under the Terms of Use will not apply to Confidential Information which the User can demonstrate:

A.Is or becomes a matter of public knowledge through no fault of the User;

B.Was or becomes available to the User on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to IX Swap with respect to such Confidential Information;

C.Was independently developed by the User without reference to the Confidential Information; or

D.Is required to be disclosed by law, provided that the User promptly notifies IX Swap in order to provide IX Swap with an opportunity to seek a protective order or other relief with respect to such impending disclosure.

32. Linked Sites

32.1The Website may contain links or produce search results that reference links to third party websites products and services (“Linked Sites”). The inclusion of any Linked Site is not, and shall not be construed to imply any affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by IX Swap of any information, material, products or services contained in or accessible through any Linked Site. IX Swap has no control over these Linked Sites and their content and IX Swap does not assume responsibility or liability for any such content or the User’s use of or inability to use any Linked Site.

32.2Access and use of Linked Sites, including the information, material, products and services on Linked Sites or available through Linked Sites, is solely at the User’s own risk. IX Swap makes no warranty that a Linked Site will be free of computer viruses or other harmful code that can impact the User’s computer or other web-access device.

32.3A User’s access and use of the Linked Sites is governed by the terms of use and privacy policies of such Linked Sites, and IX Swap encourages the User to carefully review all such terms and policies.

33. Consent To Receive Emails & Correspondences

Users acknowledge and agree that IX Swap may send Users email messages about IX Swap, its services and/or Investment opportunities listed on the IX Swap Platform. An Approved Registered User may choose to deactivate the Approved Registered User’s Account and/or be removed from IX Swap’s mailing list. Users will also be given the opportunity to unsubscribe from commercial messages in any such email that IX Swap sends.

34. Electronic Transactions And Disclosures

34.1Some of the Services IX Swap provides, allows Users to transact business online and electronically. Each User consents to transact business with IX Swap online and electronically, provided that such transactions are permitted under the Applicable Law and Regulation in the jurisdiction where the Approved Registered User resides. Each User also expressly consents to receiving calls and messages, including auto-dialled and pre-recorded message calls, and text messages from IX Swap or its affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that the User has provided or may provide in the future.

34.2To use the Website and/or the Services, each User must also consent to IX Swap giving the User certain disclosures electronically, either via the Website or to any email address provided by the User to IX Swap. By agreeing to the Terms of Use, each User agrees to electronically receive all and any documents, communications, notices, contracts, and agreements, including tax forms, schedules or information statements, arising from or relating to the User’s Account registration, any Investments made and/or theUser’s use of the Services or any part thereof, from IX Swap or any service provider.

34.3Any of the User’s aforementioned consent in this clause will remain in effect for so long as the User does not cease to be a User and, if the User ceases to be a User, such consent will continue until such time as all disclosures relevant to use of the Website and/or the Services that occurred prior to cessation of being a User have been made. Unless a User has any outstanding Investments made through the IX Swap Platform, such User may withdraw such consent. If the User is permitted to withdraw such consent and does so, IX Swap will terminate the User’s Account.

35. User Disputes

Each User is solely responsible for the User’s interactions with other Users. IX Swap reserves the right, but has no obligation, to monitor disputes between any Users.

36. Privacy

IX Swap respects each User’s privacy and limits the sharing of each User’s User Data with third parties, subject to these Terms of Use and the Privacy Policy. Please review the Privacy Policy for more information. By using the Website and/or the Services, each User acknowledges and consents to having the User’s User Data transferred to, processed and stored by IX Swap, as described in the Privacy Policy, which may be amended by IX Swap from time to time.

37. No Warranty And Limitation Of Liability

37.1IX Swap does not guarantee the accuracy of any information posted on this Website, including any Investment information or content provided by third parties and if any User chooses to rely on such information, the User does so at the User’s own risk. IX Swap cannot guarantee and does not promise any specific results, relating to Investments or otherwise, from use of the Website and/or the Services.

37.2Under no circumstances shall IX Swap or any of its officers, directors, employees, contractors, agents, affiliates or subsidiaries be liable to any User for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible property, arising out of or relating to any access or use of the Website and/or the Services, nor any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Website and/or the Services or the information contained within them. IX Swap assumes no liability or responsibility for any:

A.Errors, mistakes or inaccuracies of any content available through the Website and/or the Services, including Investment information and Site Content;

B.Risks disclosed, acknowledged and/or accepted by Users;

C.Personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Website and/or the Services;

D.Unauthorized access or use of any secure server or database in IX Swap’s control, or the use of any information or data stored therein;

E.Interruption or cessation of function related to the Website and/or the Services, for any reason including maintenance;

F.Bugs, viruses, trojan horses or the like that may be transmitted to or through the Website and/or the Services;

G.Errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Website and/or the Services; and

H.The acts, omissions or defamatory, offensive or illegal conduct of any other party;

I.Any incorrect or improper functioning of any Smart Contracts, the IX Swap Platform or any other functions of the Website and/or Services;

J.Any failed, incorrect or incomplete transactions or Investments.

37.3Under no circumstances shall IX Swap or any of its officers, directors, employees, contractors, agents, affiliates or subsidiaries be liable to any User for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by any User to IX Swap in exchange for access to and use of the Website and/or the Services, or one hundred (100) U.S. Dollars, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, and even if IX Swap has been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages, and in those circumstances, some of the disclaimers and limitations set forth in the Terms of Use may not apply. This limitation of liability provision shall apply to the fullest extent permitted by law.

37.4The Terms of Use are not intended to, and do not, create or impose any fiduciary duties on IX Swap. To the fullest extent permitted by law, each User acknowledges and agrees that IX Swap owes no fiduciary duties or liabilities to any User or any entities to which any User acts on behalf, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived and eliminated.

37.5Unless otherwise stated, IX Swap makes no representation or warranty regarding the IX Swap Platform’s compliance with any state, international or federal or international securities, Digital Assets or other Applicable Law and Regulation for private placement or similar securities or Digital Assets offerings.

37.6THE WEBSITE AND/OR THE SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND REGULATION, IX SWAP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THE WEBSITE AND/OR THE SERVICES.

38. Force Majeure

Under no circumstances shall IX Swap be held liable for any delay or failure in performance of the Website and/or the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, network congestions, security breaches, bugs in technology stacks, computer failures, other equipment failures, electrical failures, strikes, labour disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, disease or pandemics, governmental actions or non-performance of third parties.

39. Indemnification

39.1Each User agrees to indemnify, defend and hold IX Swap, as well as IX Swap’s subsidiaries, affiliates, related companies, suppliers, licensors, partners and/or representatives, including the shareholders, officers, directors, employees, contractors, agents and representatives of each of them (collectively, the “IX Swap Parties”) harmless from any and all claims, liability, damages, expenses and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

A.The User’s access to or use of the Website and/or the Services;

B.The User’s violation of the Terms of Use;

C.Any infringement by any User or any third party using the User’s Account, of any intellectual property or other right of any person or entity; or

D.The nature and content of all materials, information, data, statements and other visual, graphical, written communications of any nature submitted by the User or otherwise processed through the User’s Account.

39.2IX Swap reserves the right to but is not obligated to assume the exclusive defence and control of any matter for which any User is required to indemnify any of the IX Swap Parties, and such User agrees to cooperate with IX Swap’s defence of such claims. The User agrees not to settle any such matter without IX Swap’s prior written consent. IX Swap will use reasonable efforts to notify the User of any such claim, action or proceeding when IX Swap becomes aware of it. Each of the IX Swap Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.

40. Other Disputes

40.1Each User is solely responsible for the User’s interaction with other Users (or other Website visitors) that involve or arise from the User’s use of the Website and/or the Services. Although IX Swap may monitor claims by any User against any other Users (“User-to-User Dispute”), IX Swap has no obligation to become involved in such claims.

40.2The Terms of Use do not govern any disputes any User may have with other Users, other Website visitors, Third Party Service Providers and/or any other third party.

41. No Waiver

Any failure to exercise or enforce any provision contained in the Terms of Use does not constitute any waiver of IX Swap’s right to exercise or enforce that provision at any subsequent time. A waiver of any of IX Swap’s rights under the Terms of Use shall only be valid if in writing and signed by IX Swap.

42. Severability

If any provision contained in the Terms of Use is held invalid, illegal or unenforceable in any respect by a court or tribunal of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. In such circumstances, the Terms of Use shall continue in force as if such invalid, unlawful or unenforceable provision was severed from the Terms of Use.

43. Sub-delegation

IX Swap may sub-delegate, sub-contract or outsource the performance of any of IX Swap’s functions in connection with the Website and/or the Services.

44. Assignment, Novation And Transfer

44.1The Terms of Use and any rights or obligations under the Terms of Use:

A.Shall be not assigned, novated and/or transferred by any User except with IX Swap’s prior written consent;

B.May be assigned, novated and/or transferred by IX Swap without restriction. Subject to the foregoing, the Terms of Use will bind and inure to the successors and permitted assigns of IX Swap.

45. English Translation

If the Terms of Use are translated into a language other than English, the English text shall always prevail.

46. Governing Law

By visiting or using the Website and/or the Services, each User agrees that the laws of The Bahamas, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern the Terms of Use.

47. Dispute Resolution

47.1To the extent permitted by law, any and all claims and/or causes of action that any User may have against IX Swap and/or any of its representatives, arising out of these Terms of Use or otherwise, shall expire, extinguish and lapse 12 months after the User becomes aware or could reasonably have become aware of the event or incident that has led to such claims and/or causes of action.

47.2Any dispute relating to the Terms of Use shall be resolved by arbitration in The Bahamas in accordance with the UNCITRAL Arbitration Rules. The seat of the arbitration shall be Nassau, The Bahamas. The tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be in English.

48. Notice

If a User wishes to send notices to IX Swap or has any questions regarding the Terms of Use, please contact IX Swap at c@ixswap.io. IX Swap may provide Users with notices, including notices of changes to the Terms of Use, in any manner, including by electronic mail or by posting it on the Website.

49. Entire Agreement And Additional Agreements

A User may from time to time enter into Additional Agreements relating to certain Services available through the Website, which may have terms that are different from those of the Terms of Use. In the event of any inconsistency, the terms of such Additional Agreements shall supersede and prevail with respect to such Services. Subject to such Additional Agreements, the Terms of Use contain the entire agreement between a User and IX Swap with respect to the subject matter hereof, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, between a User and IX Swap concerning the subject matter hereof.

50. Questions

Please contact IX Swap at c@ixswap.io for more information.
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