Terms of Use for SecondSwap

Last Updated: 18th September, 2025

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User”, “you” or “your”) and the entity or entities responsible for making the SecondSwap platform available (“SecondSwap”, “2S”, “we”, “us” or “our”), governing your access to and use of the SecondSwap platform, website(s), application(s), smart contracts, application programming interfaces, and any associated tools or services (collectively, the “Platform”).

By accessing, browsing, or otherwise using the Platform, you: (a) acknowledge that you have read, understood, and agree to be bound by these Terms; (b) represent and warrant that you have the capacity to enter into legally binding agreements; and (c) agree to comply with all applicable laws, rules, and regulations.

If you do not agree with these Terms, you must immediately discontinue any and all access to and use of the Platform.

1. Definitions

For the purposes of these Terms:

• “Digital Asset” means any cryptographic token, digital currency, or other blockchain-based unit of value.

• “Locked Token” or “Vested Token” means any Digital Asset that is subject to transfer restrictions pursuant to a smart contract, vesting schedule, governance process, or other contractual mechanism.

• “Liquidity Lock” means the deposit of liquidity provider tokens into a time-locked smart contract or other locking arrangement to restrict withdrawal until a predetermined time or condition is met.

• “Listing Party” means the individual or entity that creates and publishes a listing for a Digital Asset on the Platform.

• “Issuer” means any Listing Party or other person or entity that issues or otherwise makes available a Digital Asset through the Platform. For the avoidance of doubt, 2S is not an Issuer.

• “Smart Contract” means self-executing code deployed on a blockchain that is designed to automatically perform transactions or enforce terms without further human intervention.

2. Eligibility

2.1 You must be at least eighteen (18) years of age, possess full legal capacity, and not be otherwise prohibited from using the Platform by applicable law or regulation.

2.2 You are solely responsible for determining whether your use of the Platform is compliant with all laws and regulations in your jurisdiction, and you must not use the Platform if such use is prohibited in your location.

2.3 We may, in our sole discretion, restrict, suspend, or terminate your access to the Platform where we reasonably believe such action is required by law, regulation, or any applicable sanction or compliance policy.

3. Nature of the Platform

3.1 The Platform is a decentralized, non-custodial on-chain interface through which Users may interact with autonomous Smart Contracts for the purpose of creating and viewing listings, and initiating transactions, involving Locked Tokens and/or Vested Tokens.

3.2 Without limitation: (a) we do not hold, safeguard, or control any Digital Assets on your behalf; (b) while we may design, develop, or deploy Smart Contracts that interact with the Platform, once deployed such Smart Contracts operate in a decentralized, autonomous manner on the relevant blockchain; (c) we do not act as a broker, dealer, exchange, custodian, underwriter, agent, or fiduciary; (d) we do not provide investment, legal, tax, accounting, or other professional advice; and (e) we make no representation or warranty regarding the availability, accuracy, legality, or suitability of any Digital Asset listed on the Platform.

3.3 Limited Role in Transactions. You acknowledge and agree that: (a) we do not execute, match, or clear trades between Users; (b) we are not a party to any transaction between Users, and our role is limited to providing a technical interface; and (c) the inclusion or availability of any Digital Asset on the Platform does not constitute an endorsement, sponsorship, or recommendation by us.

4. User and Issuer Responsibilities

4.1 Wallet Security – You are solely responsible for the security of your blockchain wallet(s), private keys, seed phrases, passwords, and other access credentials. We have no ability to recover lost, stolen, or compromised credentials or Digital Assets.

4.2 Prohibited Conduct – You shall not: (a) engage in fraud, market manipulation, money laundering, sanctions evasion, or other unlawful conduct; (b) upload, transmit, or deploy malicious code, exploits, or any material that disrupts the operation of the Platform; (c) interfere with the security or integrity of the Platform; or (d) breach these Terms or any applicable law.

4.3 Issuer Responsibilities

4.3.1 Each Issuer represents, warrants, and undertakes on a continuing basis that:

(a) any Digital Asset it lists, promotes, offers, or otherwise makes available via the Platform is not, and shall not be deemed to be, a “security,” “derivative,” “collective investment scheme,” “deposit,” or other regulated financial instrument under applicable law, unless and until all necessary registrations, licenses, approvals, and consents have been duly obtained such that the availability and use of such Digital Asset on the Platform does not and will not require 2S to obtain any license, authorization, or other regulatory approval in any jurisdiction; (b) it has full right, power, and authority to create, issue, list, and transfer such Digital Asset; (c) all disclosures made in connection with the Digital Asset (including tokenomics, contractual terms, unlocking or vesting schedules, technical specifications, and project information) are accurate, complete, current, and not misleading in any material respect; and (d) all activities conducted by or on behalf of the Issuer in connection with the Platform comply fully with all applicable laws, rules, regulations, and orders (including, without limitation, securities, commodities, AML/CTF, sanctions, tax, and consumer protection laws).

4.3.2 Each Issuer shall indemnify, defend, and hold harmless 2S from and against any and all claims, investigations, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal and professional fees) arising out of or relating to:

(a) any allegation that a Digital Asset listed by the Issuer constitutes a regulated instrument or has been offered or sold in violation of applicable law; (b) any breach of the representations and warranties set out in this Section; (c) any misrepresentation, omission, or failure by the Issuer to comply with applicable law in connection with its listing or Digital Asset; or (d) any regulatory investigation, inquiry, or enforcement action relating to such Digital Asset.

4.4 Tax. You are solely responsible for determining and satisfying any tax obligations arising from your use of the Platform. 2S does not provide tax advice and bears no responsibility for your tax liabilities.

5. Compliance with Laws (including AML/CTF)

5.1 You represent, warrant, and undertake that you shall not use the Platform in any manner: (a) that violates any applicable law, regulation, or sanction; (b) that is designed or intended to facilitate money laundering, terrorist financing, proliferation financing, or other illicit financial activity; or (c) that would cause us or any third-party service provider to be in breach of any applicable law or regulation.

5.2 We may, at our sole discretion and without liability, restrict, suspend, or terminate your access to the Platform where we have reason to believe that your activities are in breach of this clause or that such action is necessary to comply with applicable law, regulation, or requests from competent authorities.

5.3 We have no obligation to monitor transactions or verify the identity of any User. You acknowledge that compliance responsibilities, if any, rest solely with you (and with any Issuer where applicable). For the avoidance of doubt, 2S does not conduct KYC/KYB or identity verification in connection with use of the Platform.

6. Data Protection

6.1 We do not require or request personally identifiable information to use the Platform. Use of the Platform itself does not involve the collection of personal data by us.

6.2 If you voluntarily provide personal data (for example, through communications with us), we will use it only for the limited purpose of responding to you and maintaining necessary records. Such information will not be retained longer than necessary to fulfil that purpose.

6.3 Data recorded on public blockchains is outside of our control, is immutable, and may be publicly accessible. We cannot alter or delete such data.

7. Fees

7.1 Transactions executed through the Platform may be subject to fees, including but not limited to buyer and/or seller fees, as displayed on the Platform at the time of the transaction.

7.2 All fees are non-refundable.

7.3 We reserve the right to modify our fee structure at any time. Any revised fees shall apply to transactions initiated after the effective date of the change.

7.4 Network Fees. Blockchain transactions require payment of network transaction fees (“gas fees”). You are solely responsible for paying any applicable gas fees for transactions you initiate via the Platform.

8. Liquidity Locks and Vesting Practices

8.1 The decision to implement any liquidity lock or vesting arrangement is solely that of the Listing Party, and we do not monitor, verify, or enforce such practices.

9. Intellectual Property

9.1 All rights, title, and interest in and to the Platform, including without limitation the source code, object code, designs, trade names, trademarks, service marks, logos, domain names, compilations, interface design, look-and-feel, texts, graphics, and other materials, are and shall remain the exclusive property of 2S or its licensors. Access to or use of the Platform does not transfer or grant to you any rights in or to such intellectual property, whether by implication, estoppel, or otherwise.

9.2 Without limitation, you shall not, and shall not permit any third party to: (a) copy, reproduce, distribute, republish, display, sell, rent, lease, loan, or otherwise exploit any portion of the Platform; (b) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Platform, except to the limited extent expressly permitted by applicable law notwithstanding this prohibition; (c) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices affixed to or contained within the Platform; or (d) use any data mining, robots, scraping, or similar data-gathering or extraction methods in relation to the Platform.

9.3 Reservation of Rights. All rights not expressly granted in these Terms are reserved by 2S and its licensors.

10. Smart Contract Risks

10.1 All transactions on the Platform are executed via Smart Contracts deployed on public blockchains. These Smart Contracts are immutable once deployed, and transactions are irreversible.

10.2 Smart Contracts, and the underlying blockchain networks on which they operate, may be subject to errors, bugs, vulnerabilities, exploits, hacking, phishing, denial-of-service attacks, consensus failures, network congestion, chain reorganizations, or other malicious or unlawful acts by third parties. Such events may result in the partial or total loss of Digital Assets, inability to access or transfer Digital Assets, or other adverse impacts.

10.3 You acknowledge and accept that you interact with Smart Contracts and blockchain networks entirely at your own risk, and that we have no responsibility or liability for any losses arising from such events.

11. Token Listings Disclaimer

11.1 All Digital Assets and associated information displayed on the Platform are provided by Listing Parties.

11.2 We do not issue, endorse, sponsor, guarantee, validate, or independently verify any Digital Asset, project, or issuer.

11.3 Information in any listing, including tokenomics, contract addresses, unlocking schedules, and descriptions, may be inaccurate, incomplete, outdated, or misleading. We have no obligation to update, correct, or maintain any listing information.

11.4 The inclusion of any Digital Asset on the Platform does not constitute a representation or warranty by us regarding: (a) its legal status or regulatory compliance; (b) its technical quality, security, or functionality; (c) its availability, liquidity, or value; or (d) the authenticity or integrity of the Listing Party.

11.5 You should not construe the availability of any Digital Asset on the Platform as an endorsement, recommendation, or solicitation to engage in any transaction, nor rely on any information on the Platform for investment, legal, tax, accounting, or other advice.

12. Market Risks and Regulatory Status

12.1 Volatility. Prices of Digital Assets are highly volatile and may experience significant fluctuations in short periods of time. You may lose the entire value of any Digital Asset you acquire. Anyone can create a token, including false versions of existing tokens, and you acknowledge and accept the risk that you may mistakenly trade such tokens.

12.2 Decentralized Environment. The Platform operates in a decentralized blockchain environment which, in certain jurisdictions, is unregulated or subject to uncertain and evolving regulatory frameworks. Legislative, regulatory, or policy changes may adversely affect the legality, availability, or value of certain Digital Assets, and we may be required to suspend or restrict access to them without notice.

12.3 No Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

12.4 Regulatory Status. The Platform is not, and shall not be deemed to be, a securities exchange, alternative trading system, multilateral trading facility, broker, dealer, investment adviser, or any other form of regulated financial service provider in any jurisdiction. 2S has no duty or obligation to monitor, review, assess, or determine the legal or regulatory characterisation of any Digital Asset or listing. All responsibility for ensuring compliance with applicable laws, rules, and regulations rests solely with Users, including Listing Parties.

12.5 Third-Party Reliance. 2S disclaims any responsibility or liability for any reliance placed by any third party on the Platform, its content, or any Digital Asset listing. No third party is entitled to rely on, or derive any rights or benefits from, any statement, disclosure, representation, warranty, or other information made available on or through the Platform.

12.6 Personal Responsibility. Nothing on or via the Platform constitutes investment, legal, tax, accounting, or other professional advice. You are solely responsible for your own due diligence and decisions.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE, ANY DEVELOPER OR ENTITY INVOLVED IN CREATING THE PLATFORM OR ANY AFFILIATED PARTIES OR OFFICERS AND EMPLOYEES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL, ARISING OUT OF OR IN CONNECTION WITH:

(a) your access to, use of, or inability to access or use the Platform; (b) inaccuracies, omissions, or unavailability of any listing; (c) price volatility or market fluctuations; (d) any act, omission, or default of a Listing Party or third party; (e) Smart Contract failures, errors, or exploits; (f) any hacking, tampering, or other unauthorized access or use of the Platform; (g) any force majeure or events outside our reasonable control; or (h) changes in applicable laws or regulations.

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred U.S. dollars ($100.00 USD) or its equivalent in the local currency of the applicable jurisdiction.

The foregoing disclaimer will not apply to the extent prohibited by law.

We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of our products.

14. Indemnification

You agree to hold harmless, release, defend, and indemnify 2S, our affiliates and our affiliates’ respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives from and against any and all claims, liabilities, damages, losses, regulatory investigations, inquiries, enforcement actions, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of these Terms; (b) your use or misuse of the Platform; (c) any Digital Asset you list, promote, or transact in connection with the Platform to the extent that such claim arises from your breach of these Terms, your violation of applicable law, or your misrepresentation of facts relating to such Digital Asset; or (d) the rights of any third party, including but not limited to any third party claim alleging infringement, misappropriation, violation of privacy or publicity rights, or other violation of third-party rights.

We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defense of such matter.

15. Termination

15.1 We may, in our sole discretion and without liability to you, restrict, suspend, or terminate your access to the Platform at any time, including (without limitation) if: (a) we reasonably believe you have violated these Terms or applicable law; (b) we are required to do so by law, regulation, or order of a competent authority; or (c) continued access would expose us to regulatory, legal, or reputational risk.

15.2 Termination of your access shall be without prejudice to any rights, remedies, or obligations accrued prior to such termination.

15.3 We may modify, suspend, or discontinue any aspect of the Platform at any time without liability. We may amend these Terms by posting an updated version on the Platform, and your continued use after the effective date constitutes acceptance of the amended Terms.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles.

16.2 Informal Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a dispute arises, you must first contact us via the contact form on the Platform (or by such other method we specify) so that we may attempt to resolve it without formal proceedings. If the dispute is not resolved within sixty (60) days of your notice, either party may refer the dispute to arbitration as set forth below.

16.3 Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms (including any question regarding their existence, validity, interpretation, performance, breach, or termination) (a “Dispute”) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time.

• The seat of arbitration shall be Singapore.

• The tribunal shall consist of one arbitrator, appointed in accordance with the SIAC Rules.

• The language of arbitration shall be English.

• The arbitration shall be confidential, and the award rendered shall be final and binding on the parties.

16.4 Class Action and Jury Trial Waiver

You agree that any Dispute shall be brought solely on an individual basis and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. The arbitrator shall not have authority to consolidate claims of multiple persons or to preside over any form of representative or collective proceeding. To the fullest extent permitted by applicable law, you and we each irrevocably waive any right to a trial by jury.

17. Entire Agreement; Waiver; Notices

17.1 Entire Agreement. These Terms constitute the entire agreement between you and us with respect to the subject matter hereof and supersede any and all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms.

17.2 No Waiver. Failure or delay by us in exercising any right or remedy under these Terms shall not operate as a waiver of such right or remedy, whether in that instance or subsequently.

17.3 Notices. We may provide notices by posting to the Platform or by any other method we reasonably select. You consent to receiving notices electronically. 17.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction.

17.5 Relationship. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and us.

17.6 Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

17.7 Force Majeure. We shall not be liable for any delay or failure to perform resulting from events beyond our reasonable control, including acts of God, labor disputes, power failures, utility or other outages, disputes with third parties, changes in law, market disruptions, denial-of-service attacks, or failures of networks or blockchain protocols.

17.8 No Adverse Construction. These Terms shall be construed as if drafted jointly by the parties and no presumption or rule of interpretation shall apply against the drafter of these Terms. To the maximum extent permitted by applicable law, any similar doctrine that interprets contractual language against the party responsible for drafting it shall not apply to these Terms.