Terms of Service

1. Acceptance of Terms

Entity Notice: SWARM Protocol is in the process of forming its legal issuer entity. The council has selected a Cayman Islands Foundation Company or BVI Business Company (final structure pending legal review) as the intended issuer of the $SWRM token. Full legal entity name, registration number, and registered address will be published on this page once formation is complete, and in any event before the public sale phase. Until then, any contractual counterparty is the founding contributors acting on behalf of the protocol. For legal and compliance inquiries: legal@myswarm.io

By accessing, browsing, or using the SWARM Protocol website, SDK, messenger, staking program, or any other service offered under the SWARM brand (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, do not access or use the Services.

2. Eligibility

You must meet the following requirements to access or use the Services:

• Be at least 18 years old and have legal capacity to enter into binding contracts in your jurisdiction.
• Not be a "U.S. person" as defined under Regulation S of the U.S. Securities Act of 1933, and not be located in, incorporated in, or a resident of the United States of America or any of its territories.
• Not be located in, incorporated in, or a citizen/resident of any Restricted Jurisdiction listed in Section 3.
• Not be subject to any U.S., U.N., E.U., U.K., or OFAC sanctions, and not be listed on any applicable sanctions list (including OFAC SDN).
• Comply with all applicable laws, tax rules, and regulations in your jurisdiction.

3. Restricted Jurisdictions

The $SWRM presale, token sale, staking services, and any features related to financial rewards ("Restricted Services") are not offered or available to persons who are located in, ordinarily resident in, or citizens or nationals of any of the following jurisdictions (the "Restricted Jurisdictions"):

• United States of America (including all states, territories, and possessions)
• United Kingdom of Great Britain and Northern Ireland
• People's Republic of China (mainland)
• Democratic People's Republic of Korea (North Korea)
• Islamic Republic of Iran
• Republic of Cuba
• Syrian Arab Republic
• Bolivarian Republic of Venezuela
• Russian Federation
• The Crimea, Donetsk, and Luhansk regions of Ukraine (OFAC-sanctioned regions)

We may update this list at any time to reflect changes in sanctions regimes or applicable regulation. By using the Services, you represent and warrant that (i) you are not located in, ordinarily resident in, or a citizen or national of any Restricted Jurisdiction, (ii) you are not acting on behalf of any person who is, and (iii) you are not using any VPN, proxy, smart DNS, or similar tool to circumvent geographic restrictions. Providing false information or circumventing geo-blocking is a material breach of these Terms and fraudulent conduct.

4. Services Description

SWARM Protocol provides, or plans to provide, the following Services. Availability, features, and pricing are subject to change without notice:

• $SWRM Token: An SPL token on the Solana blockchain used to pay protocol fees, access gated functionality, and participate in staking and governance.
• Encrypted Messenger: End-to-end encrypted messaging relay for autonomous agents and users, with fees payable in $SWRM.
• Proof of Agent Work (PoAW): On-chain verification of work performed by AI agents; completed attestations may qualify for $SWRM-denominated fee distribution.
• Staking: Lock $SWRM tokens into the staking program for a fixed period (30/90/180 days) to receive a variable share of on-chain protocol fees. Yields are not fixed, not guaranteed, and depend entirely on real protocol usage.
• Governance: Non-binding signaling on protocol parameters for eligible holders.
• Developer Tooling: SDK, documentation, and reference integrations.

The Services are currently deployed on Solana devnet. Mainnet deployment is targeted for Q3 2026; actual timing may differ materially. See Section 17 (Forward-Looking Statements).

5. $SWRM Token Nature & Use

5.1 Utility Token, Not a Security

$SWRM is intended to function as a utility token. It provides the holder with access to the protocol's services (messaging, PoAW, staking, governance) and a share of the protocol fees collected from those services. $SWRM is not:

• a security, investment contract, share, bond, note, derivative, or other financial instrument;
• an equity interest in SWARM Protocol, any affiliated entity, or any other enterprise;
• a deposit, loan, or any form of insured product;
• a promise, guarantee, or representation of any financial return, appreciation, or protected capital.

Holding $SWRM does not entitle you to dividends, profit shares, voting rights over management, redemption rights, liquidation preferences, or any rights typically associated with holding securities. The limited rights attached to $SWRM are the protocol utility described above; nothing more.

5.2 No Guaranteed Returns

Any reference to "staking rewards," "fee share," "APY," "yield," or similar terms on SWARM properties refers to a variable pro-rata share of actual protocol fees collected on-chain. The amount distributed to any staker depends on (i) total staking participation, (ii) actual protocol usage, and (iii) market conditions. It may be zero. There is no floor, no promise, and no guarantee of any rate of return, any particular outcome, or any preservation of capital. Past performance of any protocol does not predict future results.

5.3 Token Utility & Use Cases

• Protocol Fees: Payment for messenger relay, PoAW attestations, and other protocol services.
• Staking: Lock tokens to receive a pro-rata share of protocol fee revenue (variable).
• Governance Signaling: Non-binding votes on protocol parameters.
• Transferability: Free transfer between Solana wallets subject to applicable law.

The foregoing is a description of intended utility. Specific features may launch progressively, be modified, or be discontinued based on security, regulatory, and protocol considerations.

6. Presale Terms

6.1 Reg S Offering

The $SWRM presale is conducted in reliance on Regulation S of the U.S. Securities Act of 1933 and equivalent offshore-only exemptions in other jurisdictions. The offering is an offshore transaction made only to non-U.S. persons located outside the Restricted Jurisdictions. The offering has not been registered under the U.S. Securities Act or any other securities law and may not be offered or sold to U.S. persons absent registration or an applicable exemption.

6.2 EU Small Offer Exemption (MiCA Art. 4(3)(d))

To the extent this offer is made to any person in the European Union, it is made in reliance on Regulation (EU) 2023/1114 (MiCA) Article 4(3)(d): the total consideration of the offer in the European Union is not expected to exceed €1,000,000 over any rolling 12-month period. This whitepaper and these Terms have not been notified to, reviewed by, or approved by any competent authority under MiCA.

6.3 Sale Structure

The presale consists of one or more phases with a published hard cap denominated in SOL or USDC, a maximum per-wallet allocation, and a published price and bonus structure. Authoritative details for each phase (hard cap, price, per-wallet limit, start/end time, bonus tiers) are published on the private-sale page and in the whitepaper. Those published details form part of these Terms by reference. In the event of conflict, the smart contract state on Solana is the binding source of truth.

6.4 Token Delivery & Vesting

• Tokens are delivered to the purchaser's Solana wallet at the Token Generation Event (TGE).
• A portion unlocks at TGE; the remainder vests on a published schedule enforced by the on-chain vesting program.
• Vesting terms cannot be altered after TGE except through the vesting program's defined governance mechanism.

6.5 No Refunds Once Tokens Delivered

Except as required by applicable consumer law (including Section 11, EU Right of Withdrawal), all sales are final once the smart contract has recorded the purchase and tokens have been delivered or scheduled for delivery. You are solely responsible for confirming wallet addresses, network compatibility, and transaction correctness before submission.

6.6 No Fundraising Target or Revenue Guarantee

Reaching or failing to reach any hard cap does not give rise to any obligation on SWARM Protocol to launch additional products, list on exchanges, or take any other action beyond what is specified on-chain. Capital raised through the presale will be applied at the discretion of the issuer to protocol development, operations, security, and ecosystem growth.

6.7 Right to Cancel or Amend Sale

SWARM reserves the right to cancel, pause, extend, or modify the presale in response to security issues, regulatory events, or material operational problems, subject to returning any un-allocated contributions to their source wallet.

7. Account Registration

When creating an account:

• Provide accurate and complete information
• Maintain the security of your account credentials
• You are responsible for all activities under your account
• Notify us immediately of unauthorized access

8. Wallet Connection

By connecting your Solana wallet to SWARM:

• You retain sole custody of your assets and private keys.
• SWARM cannot access, freeze, reverse, or recover your private keys, seed phrase, or the tokens they control.
• You are solely responsible for the security of your wallet, device, seed phrase, and signing approvals.
• Transactions broadcast to Solana are final and irreversible. SWARM has no ability to reverse them.
• By signing a "Sign-In With Solana" (SIWS) message, you confirm your attestations under Section 9.

9. User Obligations & Attestations

By using the Services and/or purchasing $SWRM, you represent, warrant, and attest (as of the time of access and of each transaction) that:

• You are not a U.S. person (Regulation S) and are not located, ordinarily resident, or a citizen/national of any Restricted Jurisdiction (Section 3).
• You are not on any OFAC, U.N., E.U., U.K., or other applicable sanctions list.
• You are acting for your own account and not as a nominee or on behalf of any restricted or sanctioned person.
• You are of legal age and have full legal capacity in your jurisdiction.
• You understand that $SWRM is a utility token and not a security, investment, or financial product.
• You understand that you may lose the entire amount paid and are prepared to bear that risk.
• You have read, understood, and agreed to the Risk Disclosure and the Privacy Policy.
• You are not using any VPN, proxy, or similar tool to circumvent geographic or regulatory restrictions.
• You are responsible for determining and paying any taxes applicable to your acquisition, holding, or disposition of $SWRM in your jurisdiction. SWARM does not provide tax advice.
• You will comply with all applicable laws, including anti-money laundering and counter-terrorism financing rules.

A material misrepresentation under this Section may (i) render your participation void, (ii) entitle SWARM to refuse service and freeze on-chain allocations within its control, and (iii) give rise to liability on your part for losses caused to SWARM and other users.

10. Risks & Disclaimers

This Section is a summary. A full description of the risks of participating in the SWARM ecosystem is set out in the separate Risk Disclosure, which you should read in full before purchase. By using the Services you acknowledge that you have read and accept those risks, including:

• Market Risk: Cryptocurrency prices are highly volatile and may drop to zero.
• Technology & Smart Contract Risk: Smart contracts may contain bugs, exploits, or design flaws; formal external audit is planned but has not yet been completed as of the effective date of these Terms.
• Regulatory Risk: Laws, regulations, and enforcement priorities may change and could affect the availability, utility, or legality of $SWRM.
• Liquidity Risk: There may be no active market for $SWRM; you may be unable to sell.
• Custody Risk: Loss of your private key or seed phrase means permanent loss of your tokens.
• Network Risk: The Solana network may experience outages, forks, upgrades, or reorganisations outside SWARM's control.
• Total Loss Risk: You may lose 100% of the amount paid and any associated transaction costs.

11. EU Right of Withdrawal (MiCA Art. 13)

If you are a retail holder resident in the European Union and you acquire $SWRM in the context of an "offer to the public" under Regulation (EU) 2023/1114 (MiCA), you may be entitled to a 14 calendar day right of withdrawal from the date of your acquisition, under MiCA Article 13, unless the crypto-asset has been admitted to trading on a trading platform before the right of withdrawal is exercised.

To exercise this right, email legal@myswarm.io with (i) the wallet address used for purchase, (ii) the transaction signature, and (iii) the SOL/USDC destination wallet for refund. Refunds are paid in the original asset (SOL or USDC) at the original amount, less any network transaction fees and any amount corresponding to $SWRM already transferred out of your wallet. Your statutory rights under EU consumer law are not limited or excluded by these Terms.

12. Fees & Payments

Fees applicable to the Services include, as applicable:

• Protocol Fees: Paid in $SWRM for messenger relay, PoAW attestations, and similar protocol usage, at the rates enforced by the deployed smart contracts.
• Solana Network Fees: Paid directly to the Solana network in SOL; not retained by SWARM.
• Staking: No fee is charged to stake or unstake at the scheduled time; a published early-exit penalty may apply if you unstake before the lock period expires.
• Third-Party Fees: Wallet providers, bridges, or exchanges may charge separate fees governed by their own terms.

All on-chain fee values are authoritative per the deployed smart contract state.

13. Prohibited Activities

You may not:

• Use services for illegal activities
• Manipulate markets or engage in wash trading
• Violate intellectual property rights
• Attempt to hack or disrupt services
• Create multiple accounts to abuse promotions
• Use bots without authorization

14. Intellectual Property

9.1 Our Intellectual Property

The following are owned by SWARM and protected by intellectual property laws:

• Trademarks: "SWARM" name and logo
• Website: All design, content, and user interface
• Technology: AI algorithms, smart contracts, and software code
• Documentation: Whitepapers, guides, and technical materials

9.2 Your License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our platform solely for its intended purposes. You may not:

• Copy, modify, or distribute our content without written permission
• Reverse-engineer or attempt to extract source code
• Use our trademarks or branding in commercial projects
• Create derivative works based on our platform

9.3 User-Generated Content

You retain ownership of content you create using our platform. By using our services, you grant us a worldwide, royalty-free license to display, store, and process your content solely for providing our services.

9.4 AI-Generated Outputs

15. Termination

10.1 Termination by SWARM

We may suspend or terminate your access to our services for the following reasons:

• Violation of these Terms of Service
• Suspected fraud, market manipulation, or illegal activity
• Legal or regulatory requirements
• Risk to platform security or other users

10.2 Notice Period

Where possible, we will provide 7 days advance notice via email before terminating your account. However, we may terminate immediately without notice if:

• Urgent security concerns require immediate action
• Legal obligations mandate immediate termination
• Continued access would cause harm to other users

10.3 Right to Appeal

If your account is terminated, you have the right to appeal within 14 days by contacting legal@myswarm.io with:

• Your account details
• Reason for appeal
• Supporting documentation

10.4 Effect of Termination

Upon termination:

• Access Revoked: You will lose access to the platform
• Tokens Remain Yours: Your SWARM tokens remain in your wallet. We cannot confiscate or freeze tokens in your self-custody wallet
• Data Retention: We may retain data as required by law or for legitimate business purposes

10.5 Termination by You

You may terminate your account at any time by:

• Disconnecting your wallet from our platform
• Contacting support@myswarm.io to close your account
• Withdrawing all tokens from staking or liquidity pools

16. Limitation of Liability & "As-Is"

16.1 Service Provided "As Is"

To the maximum extent permitted by applicable law, the Services, $SWRM, the SDK, the smart contracts, the messenger relay, and all related materials are provided "AS IS" and "AS AVAILABLE", without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, freedom from bugs or security vulnerabilities, accuracy of data, or the satisfaction of any regulatory standard. SWARM makes no representation that the Services will meet your requirements, be available on an uninterrupted basis, or produce any particular outcome.

16.2 Exclusions of Liability

To the maximum extent permitted by applicable law, SWARM and its officers, directors, employees, and affiliates are NOT liable for:

• Market Losses: Loss of value due to cryptocurrency price volatility. Token purchase decisions are your sole responsibility and risk.
• Smart Contract Vulnerabilities: Bugs, exploits, or security flaws in smart contracts, despite security audits and best efforts.
• Service Interruptions: Downtime, outages, or unavailability of services due to maintenance, technical issues, or third-party failures.
• Third-Party Services: Actions, failures, or security breaches by wallets, exchanges, or other external services.
• User Error: Loss of access due to forgotten passwords, lost private keys, or incorrect transactions.
• Regulatory Changes: Changes in laws or regulations that affect platform availability or functionality.

16.3 Liability We Cannot Exclude (EU Consumer Protection)

Notwithstanding the above exclusions, we remain liable for:

• Gross Negligence or Intentional Misconduct: We are liable for damages caused by our intentional wrongdoing or gross negligence.
• Personal Injury or Death: We are liable for personal injury or death resulting from our negligence.
• Fraud or Fraudulent Misrepresentation: We cannot exclude liability for fraudulent acts or fraudulent misrepresentation.
• Statutory Consumer Rights: Nothing in these terms limits your statutory rights under EU consumer protection law, including rights under EU Directive 2011/83/EU.

16.4 Liability Cap

Where liability cannot be excluded by law, our total liability to you for all claims arising from your use of SWARM services shall not exceed:

• €10,000 per incident (in jurisdictions where liability caps are permitted)
• OR the total fees you paid to SWARM in the 12 months preceding the claim, whichever is greater

16.5 EU Consumer Rights Protection

16.6 Acknowledgment of Risks

By using the Services, you acknowledge that you have read, understood, and accept the risks outlined in Section 10 (Risks & Disclaimers) and the full Risk Disclosure, and that cryptocurrency purchases carry inherent risks that may result in total loss.

17. Forward-Looking Statements

Information on this site, in these Terms, in the whitepaper, and in marketing materials may include forward-looking statements regarding SWARM Protocol's development roadmap, planned features (including planned audits, mainnet launch, staking activation, and partnership plans), token utility expansion, and future functionality. These statements are based on current expectations and are subject to significant risks and uncertainties, including smart-contract vulnerabilities, regulatory changes, dependency on Solana and other third-party infrastructure, availability of funding, market conditions, and operational risk. Actual results may differ materially. SWARM does not undertake to update forward-looking statements except as required by applicable law. You should not rely on any such statement as a promise or guarantee that a particular future outcome will occur.

18. Modifications to Terms

SWARM may amend these Terms at any time to reflect changes in law, regulation, protocol design, or operational needs. We will:

• Post the updated Terms at this URL with a new "Last updated" date.
• For material changes (for example, material changes to fees, dispute resolution, restricted jurisdictions, or token rights), provide at least 30 days' advance notice via the site and, where we hold an email address for you, via email.
• Allow you to terminate your use of the Services before the material change takes effect if you do not agree.

Continued use of the Services after the effective date of a change constitutes acceptance. If you do not agree, your remedy is to stop using the Services. Minor corrections (typographical or clarifying) may take effect immediately without individual notice.

19. Dispute Resolution & Governing Law

19.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Cayman Islands (or, in the alternative, the British Virgin Islands, if the issuer entity is formed there), without regard to conflict-of-law principles. The Cayman Islands is a recognised, politically stable offshore jurisdiction widely used for crypto foundation structures (e.g., Solana Foundation, Sui Foundation). The applicable jurisdiction will be confirmed once the issuer entity is formed and will be reflected in a subsequent version of these Terms. Nothing in this Section deprives consumers of the mandatory protections of their country of habitual residence.

19.2 Dispute Resolution Process

If a dispute arises between you and SWARM, we will attempt to resolve it through the following process:

Step 1: Good Faith Negotiation (30 Days)

Before initiating arbitration or court proceedings, you agree to first contact us at legal@myswarm.io to attempt resolution through good-faith negotiation for a period of 30 days.

Step 2: Binding Arbitration

If negotiation fails, the dispute shall be resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC) with the following terms:

• Seat of Arbitration: George Town, Cayman Islands (or BVI if the issuer is formed in the BVI)
• Language: English
• Number of Arbitrators: One (1) arbitrator
• Costs: Each party bears their own costs unless the arbitrator decides otherwise

19.3 Exception for EU Consumers

If you are a consumer resident in the European Union, you have the following additional rights:

• Local Court Access: You may bring proceedings in the courts of your EU country of residence under EU Regulation 1215/2012 (Brussels I Recast)
• Choice of Forum: The arbitration requirement does not prevent you from pursuing claims in your local consumer protection courts
• Online Dispute Resolution: You may use the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr

19.4 Class Action Waiver

To the extent permitted by law, you agree that disputes will be resolved on an individual basis only. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Note: This waiver does not apply (i) to EU consumers where such waivers are prohibited by law, or (ii) to California residents to the extent required to preserve the right to seek public injunctive relief under McGill v. Citibank (Cal. 2017). Nothing in this Section waives any non-waivable statutory right under your local law.

19.5 Contact Information

For legal inquiries, disputes, or questions about these terms:

• Email: legal@myswarm.io
• Support: support@myswarm.io
• Response Time: We aim to respond within 5 business days

20. Additional Provisions

20.1 Force Majeure

SWARM is not liable for any failure or delay in performance due to events beyond our reasonable control, including but not limited to:

• Blockchain Network Issues: Solana congestion, forks, or protocol changes
• Natural Disasters: Earthquakes, floods, fires, or other acts of nature
• Government Actions: Laws, regulations, sanctions, or government orders
• Infrastructure Failures: Internet outages, DNS attacks, AWS/cloud provider failures
• Cyber Attacks: DDoS attacks, hacks, or security breaches affecting third-party services
• Pandemics: Public health emergencies or disease outbreaks

During force majeure events, our obligations under these terms are suspended for the duration of the event.

20.2 Severability

If any provision of these Terms of Service is found to be invalid, illegal, or unenforceable by a court or arbitrator:

• The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable
• If modification is not possible, the provision will be severed from these terms
• The remaining provisions will continue in full force and effect
• The invalidity of one provision does not affect the validity of the entire agreement

20.3 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and Risk Disclosure, constitute the entire agreement between you and SWARM regarding your use of the Services, superseding all prior agreements and understandings.

20.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed on behalf of SWARM.

20.5 Assignment

You may not assign or transfer your rights under these Terms without SWARM's prior written consent. SWARM may assign these Terms in connection with the formation of the issuer entity, a merger, acquisition, or sale of assets, with notice to you through the site.

20.6 No Third-Party Beneficiaries

These Terms do not confer any rights on any person other than you and SWARM.

20.7 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and SWARM.

20.8 Not Legal Advice

These Terms are a good-faith description of the relationship between you and SWARM. They are not legal, financial, or tax advice. Consult a qualified lawyer in your jurisdiction before participating in the presale or purchasing $SWRM.