Legal
Last updated: 12 May 2025
Effective date: 12 May 2025
IMPORTANT: PLEASE READ IN FULL BEFORE PARTICIPATING. These Genesis Event Terms & Conditions ("Genesis Terms") govern your participation in the SwapBlok Genesis Programme, your eligibility for SBT token rewards, and the terms under which tokens may be distributed to you at the Token Generation Event (TGE). By participating in the Genesis Programme in any way, you acknowledge that you have read, understood, and irrevocably agree to these Genesis Terms in their entirety.
These Genesis Terms do not constitute an offer or solicitation to purchase, sell, or subscribe to any security, investment product, or financial instrument in any jurisdiction. SBT tokens are utility tokens only.
In these Genesis Terms, the following definitions apply:
The SwapBlok Genesis Programme is designed to reward early adopters and supporters of the SwapBlok exchange who contribute to the growth, liquidity, and community of the protocol prior to the TGE. SwapBlok has reserved 10% of the total SBT token supply (100,000,000 SBT) in the Genesis Allocation Pool for distribution to eligible Genesis Participants.
Participation in the Genesis Programme is not a purchase of tokens. No consideration is paid by Participants for Genesis allocation credits. The Genesis Programme represents a future conditional entitlement only, subject to all terms, conditions, eligibility requirements, and limitations set out herein.
No tokens are issued, transferred, or made available during the Genesis Period. All token distributions will occur exclusively at or after the TGE, on a date to be determined at SwapBlok's sole discretion. There is no guarantee as to when, or whether, the TGE will occur.
3.1 General Eligibility
To be eligible to receive tokens from the Genesis Allocation Pool, a Participant must:
3.2 Restricted Persons and Jurisdictions
The following persons are expressly excluded from the Genesis Programme and are not eligible to receive any SBT token distribution:
SwapBlok reserves the right to exclude any Participant from the Genesis Programme at any time and for any reason, including where SwapBlok reasonably suspects fraud, abuse, regulatory non-compliance, or reputational risk. Such exclusion shall be final and binding.
3.3 Employees and Associates
Directors, employees, contractors, advisors, and associates of SwapBlok and their immediate family members are excluded from the Genesis Allocation Pool, unless expressly stated otherwise by SwapBlok in writing.
4.1 Allocation Methodology
The allocation of SBT tokens from the Genesis Allocation Pool to individual Participants will be determined by SwapBlok based on Qualifying Activity metrics including, without limitation: trading volume, frequency of use, duration of engagement, referral activity, and other contribution indicators assessed at SwapBlok's sole discretion.
SwapBlok reserves the absolute and unconditional right to determine, modify, recalculate, and finalise individual allocation amounts at any time prior to the TGE. No Participant has a vested or enforceable right to any specific allocation amount until tokens have been irrevocably distributed to their wallet address.
4.2 Snapshot
SwapBlok will conduct one or more Snapshots of platform activity and on-chain data to determine Genesis eligibility and allocations. SwapBlok is not required to announce Snapshot Dates in advance. Activity conducted after the final Snapshot Date will not be considered for Genesis allocation purposes.
4.3 Airdrop Distribution
Eligible Participants will receive their Genesis allocation via Airdrop directly to the wallet address associated with their Qualifying Activity. Participants are solely responsible for:
SwapBlok will not be responsible for tokens sent to an incorrect, inaccessible, or incompatible wallet address. Tokens distributed to an incorrect address are irrecoverably lost.
4.4 Claiming Period
SwapBlok may require Participants to actively claim their Genesis allocation within a specified claiming window following the TGE. Any tokens not claimed within the stated claiming period shall be forfeited and returned to the SwapBlok protocol treasury. SwapBlok is under no obligation to extend the claiming period or re-distribute unclaimed tokens.
4.5 Vesting and Lock-up
SwapBlok reserves the right to impose vesting schedules, lock-up periods, or staged release mechanisms on any or all Genesis Allocation tokens. Any such terms will be communicated to Participants in advance of the TGE. Vesting terms, if imposed, are designed to ensure protocol stability and long-term community alignment. Participants agree in advance to be bound by any vesting or lock-up conditions imposed by SwapBlok.
The TGE is a future event at which SBT tokens will be generated and made available. SwapBlok makes no representation, warranty, or guarantee as to the date, timing, or occurrence of the TGE. The TGE is subject to, among other things, technical readiness, regulatory considerations, market conditions, and SwapBlok's strategic planning.
SwapBlok expressly reserves the right to:
If the TGE is cancelled, SwapBlok shall have no obligation to compensate Participants and shall not be liable for any losses, costs, or damages arising from such cancellation.
SBT tokens are utility tokens only. They are not, and are not intended to be, securities, investment contracts, shares, bonds, debentures, notes, units in a collective investment scheme, or any other regulated financial instrument in any jurisdiction.
Participation in the Genesis Programme and receipt of SBT tokens does not constitute an investment in SwapBlok, does not confer any ownership interest or equity in SwapBlok, and does not entitle any Participant to dividends, profits, or any financial return from SwapBlok's operations.
SBT tokens provide holders with governance participation rights, staking functionality, and access to Protocol features. SwapBlok makes no representation that SBT tokens will have any monetary value, will be tradeable on any exchange, or will appreciate in value. The market value of SBT tokens, if any, may be zero.
Participants are solely responsible for determining whether their participation in the Genesis Programme and receipt of SBT tokens complies with the securities laws, tax laws, and other applicable regulations of their jurisdiction. SwapBlok strongly recommends that Participants obtain independent legal and tax advice before participating.
SwapBlok makes no representation, warranty, or guarantee, express or implied, that:
THE GENESIS PROGRAMME AND ANY FUTURE TOKEN DISTRIBUTION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES OF ANY KIND.
Participation in the Genesis Programme and receipt of SBT tokens involves significant risks. By participating, you expressly acknowledge and accept the following risks, among others:
Your entire Genesis allocation will be immediately and permanently forfeited, without compensation or recourse, if SwapBlok determines at its sole discretion that you have:
All forfeiture decisions are final, binding, and not subject to appeal. SwapBlok shall have no liability for losses arising from forfeiture.
Genesis allocation credits are personal to the Participant and are non-transferable, non-assignable, and non-pledgeable prior to the TGE. Any purported transfer, assignment, sale, or pledge of Genesis allocation credits is void ab initio and will result in immediate forfeiture of the entire allocation. SwapBlok will not recognise any third-party claim to a Participant's Genesis allocation.
SwapBlok reserves the right to require any Participant to complete identity verification (Know Your Customer / KYC) and anti-money laundering (AML) checks as a precondition to receiving any token distribution. Participants who fail to complete verification within the period specified by SwapBlok, or whose verification reveals that they are a Restricted Person or otherwise ineligible, will have their Genesis allocation permanently forfeited.
SwapBlok may engage third-party KYC/AML service providers for verification purposes. By participating in the Genesis Programme, you consent to the sharing of your personal information with such providers for verification purposes, subject to our Privacy Policy.
SwapBlok is not obligated to disclose the reasons for any KYC/AML-related exclusion and shall have no liability for losses resulting from such exclusion.
You are solely and exclusively responsible for determining and fulfilling all tax obligations that arise or may arise in connection with your participation in the Genesis Programme and the receipt of SBT tokens in your jurisdiction of residence. This includes but is not limited to income tax, capital gains tax, value-added tax, and any applicable withholding obligations.
SwapBlok does not provide tax advice. Nothing in these Genesis Terms constitutes tax advice, and SwapBlok strongly recommends that you consult a qualified tax professional before participating. SwapBlok accepts no responsibility or liability for your tax position or obligations.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWAPBLOK AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, AND AFFILIATES SHALL NOT BE LIABLE TO ANY PARTICIPANT OR ANY THIRD PARTY FOR:
In all circumstances, SwapBlok's total aggregate liability to any Participant in connection with the Genesis Programme shall not exceed £100 GBP, regardless of the nature, basis, or form of any claim.
You agree to fully indemnify, defend, and hold harmless SwapBlok and its officers, directors, employees, advisors, and agents from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including legal fees on a full indemnity basis) arising out of or relating to: (a) your participation in the Genesis Programme; (b) your breach of these Genesis Terms; (c) your violation of any applicable law or regulation; (d) any misrepresentation made by you; or (e) any tax liability or regulatory action arising from your receipt of SBT tokens.
CLASS ACTION WAIVER: YOU EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR MULTI-PARTY LITIGATION AGAINST SWAPBLOK IN CONNECTION WITH THE GENESIS PROGRAMME OR SBT TOKENS. All disputes must be brought on an individual basis only.
GROUP CLAIMS WAIVER: You also waive any right to bring claims as a plaintiff or class member in any purported class or representative proceeding, whether in arbitration or otherwise.
Any dispute, controversy, or claim arising out of or relating to these Genesis Terms, the Genesis Programme, or the TGE shall be resolved exclusively through binding individual arbitration administered by the London Court of International Arbitration (LCIA) under its Arbitration Rules, with the seat of arbitration in London, England. The arbitration shall be conducted in English by a sole arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the above, SwapBlok reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction without waiving its right to arbitration.
Before initiating arbitration, you agree to first contact SwapBlok via our contact page and attempt to resolve the dispute in good faith within 30 days.
These Genesis Terms shall be governed by and construed exclusively in accordance with the laws of England and Wales, without giving effect to any choice of law principles that would require the application of the laws of any other jurisdiction.
SwapBlok reserves the absolute right to amend, supplement, suspend, or terminate the Genesis Programme and these Genesis Terms at any time, with or without notice, for any reason. Updated terms will be posted on this page with a revised date. Your continued participation in the Genesis Programme following any modification constitutes your acceptance of the revised terms.
SwapBlok may at any time and without prior notice: modify the allocation methodology, adjust the size of the Genesis Allocation Pool, change eligibility criteria, impose new conditions, or cancel the Genesis Programme entirely. No Participant shall have any claim against SwapBlok arising from such modifications.
These Genesis Terms, together with the SwapBlok Terms of Service and Privacy Policy, constitute the entire agreement between you and SwapBlok with respect to the Genesis Programme. These Genesis Terms supersede all prior understandings, representations, and communications.
If any provision of these Genesis Terms is found to be invalid, illegal, or unenforceable, that provision shall be limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
SwapBlok's failure to enforce any provision of these Genesis Terms shall not constitute a waiver of SwapBlok's right to enforce that provision or any other provision in the future. All rights and remedies of SwapBlok are cumulative and not alternative.
For questions relating to these Genesis Terms or the Genesis Programme, please contact us via our contact page.