These Terms of Use and any terms incorporated herein (hereinafter, the "Terms") apply to your ("user", "you") use of the Services, including https://hifiswap.io/ ("Website"), the technology and the platform integrated therein and any related applications (including without limitation the mobile one) associated therewith, which are operated and maintained by Marella LLC. and its affiliates ("HiFiSwap", "We", or "Us").

We provide you with the possibility to use our Services as defined above on the following terms and conditions.

1. Enforcement & Amendments

1.1These Terms of Use constitutes a binding agreement between HiFiSwap and the user as soon as the user visits the Website and uses Services. By doing so, the user confirms that he has read and accepted these Terms of Use in their entirety before finishing the registration procedure.

1.2The user accepts that Terms of Use may be updated by HiFiSwap from time to time. If the user does not read and accept the Terms of Use in its entirety he should not use or continue using the Services.

1.3We reserve the right to alter, amend or modify these Terms from time to time, in our sole discretion. We will provide you with notice of such changes by sending an e-mail, providing notice on the homepage of the Website and/or by posting the amended Terms via our Website and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting on Website.

2. Provided Services

2.1Our Services provide you with the possibility to Exchange one type of crypto asset for another one, access to Marketplace, and access to the Decentralized Exchange of DeFi tokens.

2.2For the purposes hereof "Exchange" shall mean an exchange of the crypto asset of one type to the crypto asset of another type at the terms and conditions set forth by exchanging parties, which is executed via the Third-party service in respective block-chain network. When you exchange crypto assets you acknowledge and agree that the Exchange will be processed through the third-party exchange service with additional fees applicable to such Exchange. You acknowledge and agree that the exchange rates information made available via the Services are an estimation only and may differ from prevailing rates available via other sources outside of our Services.

2.3"Crypto Assets" herein shall be deemed as type of assets which can only and exclusively be transmitted by means of block-chain technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc, to the full and absolute exempt of the securities of any kind.

2.4"Marketplace" herein shall mean an online digital aggregation platform for fiat providers with an option to compare current rates and limits for buying or selling crypto assets.

2.5To be able to use all possibilities and functionality of our Services you shall:

2.5.1agree to pass through AML/KYC procedures, which may be applied to You according to our internal AML/KYC policies. As a part of such procedures, HiFiSwap reserves the right to request additional information and documents, which are aimed without limitation to identify our user and to prove the source of the funds;

2.5.2take responsibility for all activities that occur under your address.

2.6You acknowledge and agree that the exchange rate information made available via Services for the Floating exchange rate option is an estimation only and may differ from the actual rates available via other sources outside of our Services.

If despite the aforementioned cases the market situation allows us to make the exchange, the transaction will be exchanged manually at the new rate.

If the market situation is such that the transaction cannot be executed anymore, or if the rate has changed significantly and the user asks for a refund, the crypto assets that the user wants to exchange will be refunded, if at all possible, less all applicable fees. The refund usually takes 1-7 business days (depending on the reason of the failure) after the users confirms their refund address.

2.7The technical issues arising from your misuse of our services, including but not limited to creating incorrect transactions, entering a wrong address both when indicating the recipient address and when sending your crypto assets to us, sending transactions through wrong chains, sending transactions without required Extra ID (Memo, Destination tag, etc) and other types of user mistakes may be resolved by our technical department with limitations.

Upon successful resolution of a technical issue, the crypto assets sent incorrectly will be returned to the user, less all applicable fees.

2.8You acknowledge and agree that any refund may cause operating costs for the allocated resources required for resolving user issues arising from misuse of our services. HiFiSwap shall be entitled to recover its operating costs for the services while executing any refund. In this case crypto assets will be refunded to the user, subtracting operating costs and network fees, only with a prior user’s consent.

2.9YOU INDEMNIFY AND HOLD HiFiSwap HARMLESS AGAINST ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO INCORRECT USE OF ADDRESS, INCORRECTLY CONSTRUCTED TRANSACTIONS ETC.

2.10HiFiSwap does not provide custodial services, which means, we do not store your crypto assets on deposits and balances. In limited cases such as e.g. necessity to carry out AML/KYC procedure, your Exchange may be delayed. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXCHANGE DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.

3. Fees

HiFiSwap keeps its fee policy transparent. The current fee structure is two-layered and is comprised of exchange and network fees.

3.1.1The exchange fee is the amount charged by HiFiSwap for executing transactions initiated by the users. The exchange fee structure depends on the transaction type: the Floating exchange rate or the Fixed one. The Floating exchange rate transactions incur a 0.25% fee from the output amount (it differs for transactions executed through our API partners). As with regard to the Fixed exchange rate transactions, HiFiSwap finds the best rate available on the market and fixes it for the conversion in question; the respective rate is displayed to the user, thus guaranteeing the protection of users’ funds from market fluctuations during the exchange.

3.1.2The network fee is paid to cryptocurrency miners for processing transactions in the network, and it serves to ensure withdrawals of the funds from exchanges. HiFiSwap collects and transfers these payments to respective exchanges, which themselves set the amount of the fee at any particular time. The moment a transaction is created, this fee is displayed to the user, with the amount being based on our estimates. With that, you acknowledge and agree that the final amount of the network fee charged can sometimes differ from our estimate. This occurs entirely due to the volatile nature of network fees prevalent on exchanges and does not depend on our platform in any

4. AML and KYC Procedure

In furtherance of the clause 2.5 HiFiSwap reserves the right to apply the AML/KYC procedure to particular users, addresses and particular transactions of crypto assets.

5. Eligibility

5.1Prior to your use of the Services and on an ongoing basis you represent, warrant, covenant and agree that:

5.1.1you use our Services at your sole option, discretion and risk;

5.1.2you are solely responsible for any applicable taxes which may be payable while using our Services;

5.1.3you are NOT in, under the control of, or a national or resident of any country where crypto assets transactions are explicitly prohibited or United States of America (including all USA territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas) ("Restricted Locations"). HiFiSwap does not operate in Restricted Locations. HiFiSwap maintains the right to select the markets and jurisdictions to operate in and may restrict or deny its services to certain countries at any time;

5.1.4you are at least 16 years old or of other legal age, according to your relevant jurisdiction;

5.1.5you agree to pay the fees for Exchanges completed via Services as defined by HiFiSwap, which We may change from time to time; you also understand and acknowledge that network withdrawal fees are applicable to any types of withdrawals requested by you, the third party authorized by you, or under the request of a competent authority;

5.1.6there are risks, associated with Internet-based system, such as the failure of hardware, software, and Internet connections and with the Blockchain Protocol, such as any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol;

5.1.7you guarantee that your crypto assets belong to you and they are not sold, encumbered, not in contention, or under seizure, and that neither exist any rights of third parties to your crypto assets;

5.1.8you shall provide correct information for constructing Exchange (e.g. payin and payout wallet address). Such wallet addresses shall not be associated with terrorism, fraudulent, scam or any type of illegal activity.

5.2You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Services, and that you are solely responsible for your actions and/or inactions while using our Services. Without prejudice to the foregoing, you represent, agree and warrant, that YOU WILL NOT:

5.2.1use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so;

5.2.2use our Services to participate in fraudulent, scam or any type of illegal activity;

5.2.3exchange via our Services or attempt to pay-in crypto assets, which are obtained from illegal gambling activities; fraud; money-laundering; or terrorist activities; or any other illegal activities. With our Services the user can only use crypto assets, which are obtained from legal sources;

5.2.4provide false, inaccurate, or misleading information;

5.2.5attempt to modify, decompile, reverse-engineer or disassemble our software in any way;

5.2.6use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;

5.2.7attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

5.2.8develop any third-party applications that interact with our Services without our prior written consent; AND

5.2.9Encourage or induce any third party to engage in any of the activities prohibited under this Section.

5.3YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE PROVISIONS OF THIS SECTION AND THE ENTIRE TERMS.

6. Information Privacy

6.1Never share the details of your transaction, including, but not limited to, your HiFiSwap ID, the transaction hash, recipient address and/or e-mail related to a HiFiSwap account, with anyone except HiFiSwap representatives. HiFiSwap will not request specific information about user accounts, transactions or other personally identifiable data from you unless: (i) the information is requested to help complete a transaction initiated by you; (ii)the information is requested to efficiently process your enquiry; or (iii) it is legally required e.g. in connection with the AML/KYC procedure.

6.2You should ascertain that your transactions and/or account details are not disclosed by ensuring that you do not knowingly or accidentally share, provide or facilitate unauthorized use of it.

6.3WITHOUT LIMITING THE FOREGOING, HiFiSwap SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED AS A RESULT OF ANY INFORMATION SUBMITTED TO IT THROUGH THIS WEBSITE OR ANY CONTACT E-MAIL THEREOF OR FOR ITS TRANSMISSION OF INFORMATION TO ANY PERSON(S) OR ENTITY(IES) AS A RESULT OF A REQUEST FOR SUCH TRANSMISSION REASONABLY BELIEVED BY HiFiSwap TO HAVE BEEN MADE BY SUCH PERSON OR ENTITY.

7. Risk Disclosure

7.1HiFiSwap does not and will not provide any investment advice or legal advice regarding your exchange. You acknowledge that only you are responsible for your decisions and actions performed on our platform and we will not make any personal recommendations for or advise you on the exchange of particular crypto assets. Before performing any exchange of crypto assets, you should carefully consider whether such an exchange is suitable for you with your current circumstances and financial resources.

7.2Be aware that crypto assets are generally assumed to be subject to high volatility due to them still being in the early stages of developing, technologically and financially. Crypto assets do not necessarily have a specific form of protection or regulation by any governmental body, which means that by exchanging crypto assets, you will not be able to enforce any guarantees or safeguards expected with regulated financial services.

7.3THE RISK OF LOSS IN THE EXCHANGE OF CRYPTO ASSETS CAN BE SUBSTANTIAL, AND THEREFORE YOU SHOULD UNDERSTAND THE POSSIBILITY OF LOSSES ASSOCIATED WITH THE EXCHANGE OF CRYPTO ASSETS AND MUST ASSUME RESPONSIBILITY FOR ALL THE RISKS ASSOCIATED WITH SUCH EXCHANGES AND FOR THEIR RESULTS.

8. Intellectual Property

8.1All our intellectual property assets ("IP") including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics are protected by local and international intellectual property laws and treaties.

8.2We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use our IP for your personal use only.

8.3In any case you may not alter, modify, reproduce, distribute or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.

8.4The license granted under this Section will automatically terminate if We suspend or terminate your access to the Services

8.5In case you upload or share any feedback, suggestion, idea or other information or material ("Content") with us you automatically grant us a worldwide license to use your content. It becomes part of the public domain as long as it remains on our Website and Services. It can be used for marketing or any other purposes at our sole discretion.

9. Limitation of Liabilities

9.1Except as expressly provided to the contrary in a writing by Us, our Services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

9.1Except as otherwise required by law, IN NO EVENT SHALL HiFiSwap, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM HiFiSwap, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HiFiSwap'S RECORDS, PROGRAMS OR SERVICES.

9.1Exchanges via our Services cannot be canceled by HiFiSwap. Therefore, check the details of your exchange details before making such exchange. HiFiSwap is not responsible for your crypto assets once they have been sent outside of the Services. Moreover, HiFiSwap doesn’t guarantee the uptime of the exchange.

9.1To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HiFiSwap (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, HiFiSwap OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO HiFiSwap WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

9.1We strive to protect our users from fraudulent and scam activities in the sphere of crypto assets. It is possible, that some crypto assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. HiFiSwap cooperates with law enforcements agencies and other competent authorities in order to determine and disclose such crypto assets. We reserve the right to prohibit and discontinue any Exchanges via our Services with such crypto asset at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD HiFiSwap HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF EXCHANGES IN OUR WEBSITE WITH ANY CRYPTO ASSET.

10. No Offer of Securities

10.1HiFiSwap takes all possible measures to integrate and exchange those digital coins and digital tokens and other types of digital mediums of exchange only that cannot be classified as "security" by SEC or other competent national authorities.

10.2The responsibility for the fact that the crypto asset cannot be treated as "security" lies with the owner of digital token and/or digital coin. HiFiSwap reserves the right at its sole discretion to prohibit and discontinue any exchanges (as well as any other type of transaction) with the token or the coin if there is any risk or speculations that such token and/or coin can be treated as "security".

10.3We follow the best practices to decide whether crypto assets are security or not. However, for the avoidance of any doubt the provisions of this clause shall not constitute or deemed to be construed to constitute any warranty and/or investment, financial, legal or any other professional advice, that any crypto asset that any crypto asset available through our Services is not a security.

11. Termination of the Terms

11.1We reserve the right to terminate these Terms and delete your HiFiSwap Account and registration (including your username and password) in the following cases:

11.1.1If for any reason We decide to discontinue to provide the Service, by providing at least a 3 (three) calendar days’ notice (which shall be provided by e-mail);

11.1.2If We believe that you have breached any of the terms of these Terms, immediately without notice;

11.1.3If We decide to terminate our Services, immediately without notice.

11.2HiFiSwap may suspend or terminate your account or use of the Services, or the processing of any crypto asset transaction, at any time if it determines in its sole discretion that you are accessing the Services from a Restricted Location or are a resident of one.

12. Miscellaneous

12.1These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.

12.2In the event of any conflict between these Terms and any other agreement you may have with HiFiSwap, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.

12.3Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

12.4The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

12.5You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from HiFiSwap, including by operation of law or in connection with any change of control. HiFiSwap may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.