Token Trader Terms of Service

These AirSwap Terms of Use (the Agreement) govern your use of AirSwap Token Trader (the Platform). By accessing the AirSwap platform, including any website hosting the Token Trader service from time to time (the Platform Website), you agree that you have read, understood and accepted all terms and conditions contained in this Agreement.

  1. Scope
    1. This Agreement governs your relationship with AirSwap and your use of the Platform. By accessing the Platform you agree to comply with the terms of this Agreement and other reasonable instructions notified to you relating to the use of the Platform.
    2. This Agreement is not intended to conflict with and will not override any legal or regulatory requirements to which AirSwap or you are subject. If there is any conflict between any provision of this Agreement and any Applicable Law, AirSwap shall be entitled to take, or omit to take, any action it considers necessary to comply with such Applicable Law. Any such action or omission will not constitute a breach of AirSwap’s obligations under this Agreement and such action or omission will be binding on you.
  2. Accounts and Eligibility
    1. Eligibility. To be eligible to use the Platform you must be at least 18 years old.
    2. Access. In order to access the Platform you must confirm your control of a selected Ethereum account in accordance with the procedures set forth on the Platform Website and accept the terms of this Agreement, and receive an acknowledgment of such confirmation from AirSwap via the Platform Website, prior to any trading activity on the Platform. AirSwap retains the right to refuse confirmation of any account for any reason.
  3. Means of Electronic Price Distribution, Order Submission and Execution
    1. Subject to Applicable Law (as defined below), you may access the Platform to view pricing and communicate bids to buy, or offers to sell, (Bids or Offers, respectively) in ERC20 Ethereum tokens (Tokens).
    2. The Platform may from time to time, in AirSwap’s sole discretion, distribute indicative pricing obtained from a pricing service (an Oracle) for Tokens. Such pricing may be subject to change and is not a Bid or an Offer.
    3. The Platform will present third-party counterparties who have obtained platform access (Counterparties) such that you may connect and transmit your Bids and Offers directly to them, and upon acceptance of such Bid or Offer by such a Counterparty, you and the relevant Counterparty will enter into a binding transaction with respect to the relevant Token (a Transaction).
    4. Upon receipt of a Bid or Offer from you, a Counterparty may in its sole discretion (a) accept in whole any Bid or Offer or (c) reject any Bid or Offer.
    5. The parties to a Transaction agree that they will be legally bound by the terms of such Transaction from the moment the Transaction is submitted to the Ethereum blockchain. Transactions are not executed on or via the Platform itself and are only valid and effective contracts, binding on the parties in accordance with their terms, once recorded on the Ethereum blockchain.
  4. Customer Acknowledgements
    1. You acknowledge that AirSwap does not provide liquidity on the Platform or act as Counterparty to any Transaction.
    2. You acknowledge and agree that the pricing information provided by any Oracle does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a Transaction. Bids and Offers are supplied by yourself and Counterparties, not by AirSwap. The prices provided by a Counterparty may be subject to change until negotiations between you and such Counterparty have finalized and the Transaction is executed and recorded on the Ethereum blockchain.
    3. AirSwap will act as a service provider communicating Bids and Offers. AirSwap does not serve as an agent on behalf of you, any Counterparty or any other party. You acknowledge that you and any relevant Counterparty are engaged in arm’s-length negotiations. Execution of a Transaction between you and your Counterparty does not establish a relationship between you and AirSwap.
    4. AirSwap is not under any obligation to evaluate the suitability or fairness of any Transaction or otherwise provide any advice to any of the Transaction parties. Trading should be discussed with your professional financial, legal, tax or other advisers.
    5. You acknowledge that AirSwap makes no representation as to, and does not accept any liability with respect to, the accuracy, completeness or appropriateness for any particular purpose of any pricing information distributed via the Platform, whether obtained from an Oracle or otherwise. Prices and pricing information may be higher or lower than prices available on other exchanges.
    6. You acknowledge and agree that (a) any and all Bids and Offers made and transmitted on the Platform by you or by any person or entity acting on your behalf or in your name (whether or not such use is authorized by you) and (b) any and all Transactions occurring as a result of or in connection with such Bids and Offers are binding in all respects on you. You recognize the immutability of the Ethereum blockchain and accept that once a Transaction is recorded on the blockchain it cannot be undone. AirSwap shall be entitled to rely on any instruction, notice or communication, that it believes to be from an individual authorized to act on your behalf and you shall be bound thereby. AirSwap is under no duty of inquiry or verification regarding the identity or capacity of any person who submits a Bid or an Offer on your behalf (or that appear to AirSwap to have been submitted on your behalf), and any such person will be viewed as having the authority to bind you.
    7. You acknowledge and agree that AirSwap’s services are contingent on the Ethereum blockchain functioning as intended, and that AirSwap has no control over the success of the Ethereum blockchain. Ethereum is subject to risks, including but not limited to: the existence of technical flaws in Ethereum; targeting of Ethereum by malicious persons; changes in Ethereum’s consensus protocol or algorithms; decreased community or miner support for Ethereum; rapid fluctuations in the value of the Ethereum cryptocurrency Ether; the existence or development of competing networks and platforms; the existence or development of forked versions of Ethereum; flaws in the Solidity scripting language; disputes between Ethereum developers, miners and/or users; and regulatory action against Ethereum developers, miners and/or users.
    8. Developments in cryptographic technologies and techniques, including (but not limited to) the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including Ethereum and the Platform. These advancements may result in theft, loss, disappearance, destruction, devaluation or other compromises of AirSwap or the Platform. Ethereum code, including the code contained within token sale and Transaction smart contracts, is code subject to flaws and nascent technology. The code behind the Platform is therefore always potentially subject to one or more defects, weaknesses, inconsistencies, errors or bugs that could lead to a loss of property or value.
    9. Ethereum uses public/private key cryptography. You alone are responsible for securing your private key. Losing control of your private key will permanently and irreversibly deny you access to funds on the Ethereum blockchain. Neither AirSwap nor any other person will be able to retrieve or protect your funds. Once your private key is lost, you will not be able to transfer your funds to any other address or wallet. If this occurs, you will not be able to realize any value or utility that you may hold now or in future.
    10. You acknowledge and agree that neither AirSwap nor any Oracle is obligated to (a) distribute prices or pricing information via the Platform or (b) receive submissions of Bids or Offers. You acknowledge and agree that, at any time and for any reason, including as a result of market volatility, liquidity disruption, or technological issues, AirSwap may, in its sole discretion, without limitation and without notice to you, suspend, cancel or terminate (i) the Platform, (ii) the distribution of prices or pricing information via the Platform and/or (iii) your ability to submit Bids or Offers via the Platform. You acknowledge and agree that at any time and for any reason, after a reasonable attempt to notify you, AirSwap may to the extent permitted by Applicable Law, cancel any existing and outstanding Bids or Offers previously submitted by you via the Platform. You acknowledge and agree that such actions taken by AirSwap may cause Bids or Offers to be delayed, unexecuted or rejected. You agree that AirSwap will have no responsibility for pricing information submitted to the Platform by Oracles, or any delayed, unexecuted or rejected Bids or Offers that result from any event, unavailability of or other disruption related to such Oracle pricing information.
    11. You acknowledge and agree that it is your sole responsibility to determine to what extent any Transaction is subject to taxes in your jurisdiction, and to withhold, collect, report and remit the correct amounts to the relevant tax authorities.
  5. Customer Obligations
    1. You covenant that all activity and conduct in connection with your use of the Platform, including any resultant Transactions, will be in compliance with all applicable law, rules, regulations, requirements, guidelines and policies of any governmental or quasi-governmental body or regulatory agency, any self-regulatory organization, and any market, settlement functionality or clearinghouse through which the Transactions are executed, cleared or settled (Applicable Law).
    2. In using the Platform, you will not engage in any act, whether on its own or in combination with other acts, which is illegal or in violation of any laws, rules, or regulations of any jurisdiction, including without limitation attempting to improperly influence the Platform rate of any token or currency or any associated benchmark, level or rate. You will not use the Platform to engage in any market manipulation, spoofing or other conduct prohibited under Applicable Law.
    3. You acknowledge and agree that any Bid or Offer submitted to the Platform is at your sole risk. You accept continuing responsibility for all Bids or Offers you have submitted. You shall be responsible for the accuracy and the adequacy of the data and/or information that you input on the Platform and any consequences associated with inaccurate or inadequate data and/or information.
  6. Access to Platform
    1. Subject to this Agreement, AirSwap grants to you a limited, non-exclusive, non-transferable, personal license during the term of this Agreement to access the Platform, on your own account as principal, solely for the purposes of viewing data and sending Bids or Offers. All rights not expressly granted herein are reserved by AirSwap and its licensors. You acknowledge and agree that all intellectual property rights in and to the Platform, as applicable, including any trademarks, belong to AirSwap or AirSwap’s licensors, as applicable, and are protected under Applicable Law.
    2. It is your responsibility to maintain adequate security and control of any and all means to access the Platform, including but not limited to IDs, keys, user names, email addresses, email accounts, passwords and hints, personal identification numbers, and account information. AirSwap is not responsible for any loss incurred by you as a result of loss of any of the above mentioned means to access the Platform and related funds. It is your responsibility to ensure that your information technology system (your IT System) supports access to the Platform, as applicable. You agree that connecting to the Platform is at your own risk and that AirSwap will not be responsible for any loss, damage or disruption to your IT System caused by your connection to the Platform, as applicable.
    3. You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced onto the Platform.
    4. AirSwap’s Platform is not directed at or intended to be used by any person in any country or jurisdiction where such distribution or use would be contrary to local law or regulation. It is your responsibility to ensure that you comply with any local law or regulation to which you are subject.
    5. AirSwap does not warrant that the operation of AirSwap’s Platform will be uninterrupted or entirely error free. Additionally AirSwap does not give any guarantee as to the accuracy, suitability, reliability, completeness, or performance of AirSwap’s Platform. Where you have been disconnected from the Platform for any reason due to AirSwap’s systems or through an error or deliberate change in AirSwap’s external application, you accept that all of your Bids or Offers may remain active on the Platform or remain visible to potential Counterparties.
  7. Representations and Warranties You represent, warrant and agree as of the date hereof, and on the date of each Transaction entered into pursuant to the terms of the Agreement, that:
    1. You have the full right, power and authority to enter into this Agreement;
    2. This Agreement is legal, valid, and binding on you, and enforceable against you;
    3. Each person accessing the Platform on your behalf has the authority to enter into Transactions on your behalf;
    4. Transactions entered into pursuant to this Agreement will not violate any Applicable Law, or any judgment, order or agreement to which you or your property is subject or by which it or your property is bound;
    5. You are authorized under your organizational and other governing documents, as amended from time to time, to perform your obligations under this Agreement and hereby expressly waive any ultra vires or similar defense;
    6. All information provided by you pursuant to, or in connection with, this Agreement is true, correct, complete and accurate;
    7. You are acting for your own account and are capable of assessing the merits of, understanding (on your own behalf or through independent professional advice) and assuming, and understand, accept and assume, the terms, conditions and risks of each Transaction, and will make your own independent decisions to enter into Transactions and as to whether each Transaction is appropriate or proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary;
    8. AirSwap is not acting as a fiduciary, investment manager, commodity pool operator, commodity trading advisor or investment or financial adviser on your behalf in respect of any Bid, Offer or Transaction;
    9. You and any person accessing the Platform on your behalf will not rely on any communication (written or oral) of AirSwap as investment advice or as a recommendation to submit Bids or Offers or enter into any Transaction, and no such communication (written or oral) received from AirSwap shall be deemed to be a recommendation or advice or an assurance or guarantee as to the expected results of any Bid, Offer or Transaction;
    10. You and any person accessing the Platform on your behalf are fully aware of and understand in full Applicable Law and shall at all times be in full compliance with Applicable Law, including, without limitation, any registration requirements or requirements to maintain books and records relating to Bids or Offers submitted to AirSwap in a manner strictly in accordance with Applicable Law; and you and any person accessing the Platform on your behalf understand that AirSwap and its affiliates may monitor and record order flow and trade execution to confirm compliance with Applicable Law;
    11. The Platform is not a regulated swap execution facility, , exchange, designated contract market, multilateral trading facility, organized trading facility or similarly regulated electronic trading platform, and use of the Platform does not provide any of the protections afforded by, or constitute trading on, such a regulated platform;
    12. The Platform does not hold any funds on behalf of any customers and is not licensed as a money transmitter under the laws of any state; and
    13. You and any person accessing the Platform on your behalf shall promptly notify AirSwap if any of the representations, warranties and covenants in this Agreement become inaccurate or incomplete.
  8. Term, Modification, Transfer and Termination
    1. AirSwap may suspend, restrict, limit or terminate your access to the Platform, or deactivate or terminate your account with AirSwap if (i) we are so required by a court order or other legally binding order of a government authority or (ii) you violate this Agreement. In the event of any such termination or suspension, we will provide you with notice unless a court order or other legal process prohibits us from providing such notice. At the time we provide such notice, if permitted, your ability to submit Bids or Offers to the Platform shall immediately be terminated. Termination of this Agreement or your account will not affect any Transaction executed prior to termination.
    2. This Agreement may be modified by AirSwap in its sole discretion at any time by posting on AirSwap’s websites or by emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. By continuing to use the Platform following such notice, you are deemed to have accepted such modifications to this Agreement and will be bound by the revised Agreement. You agree that such revised Agreement will apply to any existing and outstanding Bid or Offer entered into the Platform prior to the effective date of such modification.
    3. Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, provided that AirSwap may assign this Agreement without your prior consent to any of AirSwap’s affiliates, or to its successors in interest of any business associated with the services provided by AirSwap. This Agreement shall be binding upon the permitted assigns or transferees of each party.
  9. Indemnity, Disclaimer of Warranties and Limitation of Liability
    1. If you have a dispute with one or more users of the Platform, you release AirSwap, its affiliates and service providers, and each of their respective directors, officers, agents, employees or other representatives from any and all claims, demands and damages of any kind arising out of or in any way connected with such disputes. You agree to hold harmless and indemnify AirSwap, its affiliates and its service providers, and each of their respective representatives, from any claim or demand arising out of or related to your breach of this Agreement, your violation of any Applicable Law, or your violation of the contractual rights of AirSwap or a third party.
    2. THE SERVICES CONTEMPLATED BY THIS AGREEMENT ARE PROVIDED BY AIRSWAP ON AN “AS IS” BASIS AT YOUR SOLE RISK AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE) ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
    3. IN NO EVENT SHALL AIRSWAP OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS BE LIABLE FOR:
      1. ANY LOSSES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY WHICH ARISE OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY BREACH OR NON-PERFORMANCE OF THESE TERMS NO MATTER HOW FUNDAMENTAL (INCLUDING BY REASON OF AIRSWAP’S NEGLIGENCE), INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY LOSSES THAT OCCUR AS A RESULT OF ANY ACTION OR INACTION OF AIRSWAP OR ANY OTHER PARTY THAT DIRECTLY OR INDIRECTLY RESULTS IN A BID OR OFFER BEING EXECUTED, FAILING TO BE EXECUTED, OR BEING EXECUTED ON A DELAYED BASIS;
      2. ANY LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES WHICH ARISE OUT OF OR RELATE TO (i) ANY SERVICE INTERRUPTION OR FAILURE OR INCORRECT OPERATION FOR ANY REASON OF THE PLATFORM OR ASSOCIATED COMMUNICATIONS SYSTEMS OR EQUIPMENT, OR (ii) ANY INCOMPLETE OR INCORRECT TRANSACTIONS RESULTING FROM INCOMPLETE, INCORRECT, FAILED, INTERCEPTED OR MISDIRECTED COMMUNICATIONS; or
      3. ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS, DAMAGE, CLAIM, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ANY ECONOMIC LOSS OR DAMAGE, LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, LOSS OF OR CORRUPTION TO DATA, LOSS OF OPERATION TIME OR LOSS OF CONTRACTS) OF ANY NATURE, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF AIRSWAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    4. AirSwap shall not be considered in breach of this Agreement in the event of any failure or delay for reasons not within AirSwap’s reasonable control, including, without limitation, war, disaster, acts of nature, power failure, failure of communications services or networks, labor stoppage, boycott, sabotage, computer virus, hacking, phishing, spoofing or other malware, unrest or disputes, or acts or omissions of you or any third party including national and/or supranational government agencies or bodies and courts of law, or any delays or failures caused by failures to the Ethereum blockchain.
  10. Miscellaneous
    1. This Agreement and any and all controversies arising out of or in relation to these Terms shall be governed by and construed in accordance with the laws of Hong Kong (without reference to its conflict of laws doctrine). With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with these Terms (Proceedings), each Party irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong.
    2. YOU HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. YOU AGREE THAT YOU WILL NOT JOIN OR CONSOLIDATE ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS WITH ANY CLAIMS OF OTHER CUSTOMERS. YOU AGREE THAT YOU WILL NOT LITIGATE ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AS A REPRESENTATIVE OR MEMBER OF A CLASS.
    3. In the event that any provision of this Agreement or the application thereof to any person or in any circumstance shall be determined to be invalid, unlawful or unenforceable to any extent, such provision shall only be excluded to the extent of such invalidity or unenforceability, the remainder of this Agreement shall be unaffected and shall continue to be valid and may be enforced to the fullest extent permitted by Applicable Law and, to the maximum extent permitted, this Agreement will be interpreted to give effect to the intentions of the parties expressed in such invalid or unenforceable provision.
    4. This Agreement is not intended to, and shall not be deemed to, create any partnership, joint venture, joint enterprise or business relationship between the parties hereto, or to authorize or empower either party to act on behalf of or obligate or bind the other party. Nothing in this Agreement, expressed or implied, is intended to confer on any third party (other than AirSwap’s affiliates where so noted) any rights or remedies under or by reason of this Agreement.
    5. Except as otherwise expressly provided herein, all notices permitted or required under this Agreement shall be in writing. Notices may be given in any manner set forth below and shall be effective:
      1. if delivered in person or delivered by courier, on the date of such delivery;
      2. if sent by certified or registered mail, on the date such mail is delivered or its delivery attempted;
      3. if sent by facsimile transmission, on the date such transmission is received;
      4. if sent by electronic messaging service (including email), on the date such electronic message is received; and
      5. if posted or made available by AirSwap at AirSwap’s websites, on the earlier of (i) the first day following AirSwap’s posting or making the relevant notice available on which you access such website or interface or (ii) the first day following AirSwap’s posting or making the relevant notice available on which you submit a Bid or Offer.
    6. Notwithstanding any other provision in this Agreement, any translation of the Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
    7. This Agreement comprise the entire understanding and agreement between you and AirSwap and supersedes any and all prior agreements and understandings of any kind (including without limitation any prior versions of this Agreement), between you and AirSwap.