SWOP Holdings Inc. Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and SWOP Holdings Inc., a Delaware C Corporation ("SWOP," "we," "us," or "our"), governing your access to and use of the SWOP platform, including all associated software, services, features, and content (collectively, the "Platform").

By creating an account, accessing the Platform, or clicking "I Agree," you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Platform.

If you are using the Platform on behalf of a business or organisation, you represent that you have authority to bind that entity to these Terms.

2. Description of Service

SWOP is an AI-powered luxury asset brokerage SaaS platform that operates as a technology-enabled connector, bridge, and AI facilitator between buyers, sellers, and dealers of luxury assets. SWOP provides:

• SWOPi AI Broker — an autonomous artificial intelligence broker that assists with inventory management, cross-platform listing, price negotiation, network traversal, and asset sourcing
• The Connection Value Graph (CVG) — a live neural network mapping trust relationships across the private luxury asset market
• The Grid — a real-time visualisation of trust networks and asset traversal paths
• Cross-Platform Listing — automated synchronisation of inventory across third-party marketplaces
• AI Valuation Engine — private market asset valuation based on transaction data
• Liquidity Analyser — scoring of assets by market demand and sell-through velocity
• Watch Database — a proprietary database of luxury watch references
• WhatsApp Integration — SWOPi bot accessible via WhatsApp
• Shopify Sync — real-time inventory synchronisation with Shopify stores
• Trade & Barter Facilitation — structured asset exchange functionality
• Escrow Services — facilitated through our third-party partner Escrow.com

SWOP is a technology platform only. We are not a broker-dealer, financial advisor, auctioneer, licensed financial institution, authenticator, appraiser, or insurer. We do not buy or sell assets on our own behalf, and we do not authenticate, certify, or guarantee the genuineness, condition, or value of any asset listed or transacted on the Platform.

3. Eligibility

You must be at least 18 years of age to use the Platform. By using SWOP you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into these Terms
• You will use the Platform only for lawful purposes
• You are not located in a jurisdiction where use of the Platform is prohibited

4. Account Registration

To access the Platform you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password confidential and not share it with third parties
• Notify us immediately of any unauthorised use of your account
• Accept responsibility for all activities that occur under your account

SWOP reserves the right to suspend or terminate accounts that contain false, inaccurate, or misleading information.

5. Dealer Accounts and Verification

5.1 Dealer Account Status

SWOP offers verified Dealer accounts to professional luxury asset traders, watch dealers, and similar business entities. Dealer status is a trust signal only. It does not constitute an endorsement by SWOP of the dealer's business practices, reputation, solvency, or the quality or authenticity of their inventory.

5.2 Scope of Dealer Verification

When a user applies for a Dealer account, SWOP conducts business-level identity verification only. This may include review of business registration documents, trade credentials, references, or other business identification materials. SWOP expressly does not verify, authenticate, appraise, or certify:

• Any individual asset, watch, or item in a dealer's inventory
• The provenance, authenticity, or condition of any specific asset
• The accuracy of any dealer's listings, descriptions, or pricing
• Any asset a dealer represents as genuine, certified, or authenticated

Dealer verification is conducted at the business entity level only. Buyers dealing with verified dealers should still authenticate all assets independently before transacting. Dealer status does not shift liability for asset authenticity from the dealer to SWOP.

5.3 Third-Party Authentication Partners

SWOP may, at its discretion, integrate with or recommend third-party authentication and certification partners, including but not limited to SWOP authentication ("Authentication Partners"). The following applies to all Authentication Partner relationships:

• Authentication Partners are independent third-party service providers. Their assessments, reports, certificates, and opinions are solely their own.
• SWOP is not responsible for the accuracy, completeness, or reliability of any authentication assessment made by an Authentication Partner.
• An authentication report from an Authentication Partner does not constitute a warranty or guarantee by SWOP.
• Authentication Partners may charge their own fees, which are entirely separate from SWOP's fees.
• Any dispute arising from an Authentication Partner's assessment must be taken up directly with that Authentication Partner.
• SWOP does not guarantee the availability or continued participation of any Authentication Partner.

Regardless of whether an asset has been reviewed by an Authentication Partner, buyers are independently responsible for satisfying themselves as to the authenticity, condition, and value of any asset before completing a transaction.

6. Asset Authenticity — Critical Limitations

6.1 No Authentication by SWOP

SWOP makes absolutely no representation, warranty, or assurance of any kind regarding the authenticity, genuineness, condition, provenance, or value of any asset listed on the Platform, whether listed by an individual seller or a verified dealer. SWOP is not an authenticator and does not perform any authentication function.

6.2 Individual (Non-Dealer) Sellers

For assets listed by individual (non-dealer) sellers, SWOP performs no verification, authentication, or review of any kind of the asset or any information relating to it. SWOP's role is solely to provide a platform to facilitate the connection between buyer and seller. The buyer assumes all risk regarding the authenticity, condition, and value of any asset purchased from an individual seller.

6.3 Mandatory Buyer Due Diligence

ALL BUYERS ARE REQUIRED TO CONDUCT INDEPENDENT AUTHENTICATION AND DUE DILIGENCE ON ANY ASSET BEFORE COMPLETING A TRANSACTION OR AUTHORISING THE RELEASE OF ESCROW FUNDS. This obligation applies regardless of:

• Whether the seller holds verified dealer status
• Whether the asset has been reviewed by an Authentication Partner
• The asking price or perceived value of the asset
• The length or quality of a seller's track record on the Platform
• Any representations made by the seller in their listing or communications

SWOP strongly recommends that buyers engage an independent, qualified authentication specialist to physically inspect any high-value asset prior to completing a transaction. SWOP is not liable for any loss arising from a buyer's failure to conduct adequate due diligence.

6.4 Seller Representations and Warranties

By listing any asset on the Platform, the seller represents and warrants to SWOP and to all prospective buyers that:

• The seller has full legal title to the asset and the right to sell it
• The asset is genuine and authentic and is not counterfeit, forged, stolen, or otherwise fraudulently obtained
• All information in the listing, including description, condition, provenance, and images, is accurate and not misleading
• The asset is free of any undisclosed defects, liens, encumbrances, or third-party claims
• The seller will disclose all known material defects and ownership history

If any of these representations are found to be false, the seller bears sole and full liability to the affected buyer. SWOP shall have no liability to the buyer in such circumstances and may pursue the seller for any losses, costs, or expenses incurred by SWOP as a result.

6.5 Counterfeit Assets

The listing, sale, or attempted sale of counterfeit, forged, or fraudulently represented assets is a serious violation of these Terms and may constitute a criminal offence. SWOP:

• Bears no financial responsibility for any loss suffered by a buyer who purchases a counterfeit asset
• May cooperate fully with law enforcement authorities in relation to any suspected counterfeit transaction
• Reserves the right to immediately suspend or permanently terminate the account of any seller found to have listed counterfeit assets
• Reserves the right to withhold or reverse commission payments in connection with transactions involving counterfeit assets

7. Authenticity Disputes and 14-Day Return Window

7.1 Dispute Eligibility Window

A buyer who believes they have received a counterfeit, materially misdescribed, or non-authentic asset must raise a formal authenticity dispute within fourteen (14) calendar days of confirmed delivery of the asset ("Dispute Window"). The date of confirmed delivery is determined by the tracking information provided by the shipping carrier.

AFTER THE 14-DAY DISPUTE WINDOW HAS EXPIRED, NO AUTHENTICITY DISPUTE WILL BE ACCEPTED, AND SWOP WILL NOT INTERVENE IN ANY DISPUTE BETWEEN BUYER AND SELLER RELATING TO THE AUTHENTICITY OR CONDITION OF THE ASSET.

7.2 Raising a Dispute

To raise a valid authenticity dispute within the Dispute Window, the buyer must:

• Submit a written dispute notice to contact@swop.trade within the 14-day Dispute Window
• Include the order or transaction reference number
• Provide a detailed written description of the specific authenticity concern
• Include a written authentication assessment or report from a recognised and qualified third-party authentication specialist confirming that the asset is counterfeit or materially different from its description ("Authentication Evidence")
• Confirm that the disputed asset is in the buyer's possession and in the same condition as received

Disputes submitted without Authentication Evidence will not be considered. SWOP reserves the right to determine, in its reasonable discretion, whether the third-party authentication specialist is suitably qualified.

7.3 Escrow Hold During Dispute Window

Where a transaction is conducted through Escrow.com, escrow funds will be held pending expiry of the 14-day Dispute Window. Escrow funds are released as follows:

• If no dispute is raised within the 14-day Dispute Window: funds are released to the seller automatically upon expiry of the Window
• If a valid dispute is raised within the Dispute Window: funds remain held pending resolution of the dispute in accordance with Escrow.com's dispute process
• If a dispute is raised but is found to be invalid or unsubstantiated: funds are released to the seller

SWOP's role in the escrow process is administrative and facilitative only. All decisions regarding the release or withholding of escrow funds are made by Escrow.com in accordance with their own terms and dispute resolution procedures. SWOP does not control and is not responsible for Escrow.com's decisions.

7.4 Asset Return

If a dispute is upheld and a refund is approved by Escrow.com, the buyer must return the disputed asset to the seller in its original condition and with all accompanying materials (box, papers, accessories, etc.) before any refund is processed. The buyer bears the cost of return shipping and any applicable insurance. SWOP is not responsible for any loss or damage to the asset during return shipping.

7.5 Scope of Disputes

The 14-day Dispute Window applies to authenticity and material misdescription disputes only. The following are expressly excluded from the dispute process:

• Change of mind or buyer's remorse
• Dissatisfaction with the asset's condition where the condition was accurately described in the listing
• Minor cosmetic differences between listing images and the physical asset
• Price disagreements after transaction completion
• Disputes arising more than 14 days after confirmed delivery

8. Subscription Plans and Fees

8.1 Subscription Tiers

SWOP offers three subscription tiers:

• Free Tier — limited access to Platform features; commission charged on transactions
• Lite Tier — expanded feature access; commission charged on transactions; monthly or annual subscription fee
• Pro Tier — full feature access; commission charged on transactions; monthly or annual subscription fee

Specific features, limitations, and pricing for each tier are set out on our pricing page at [swop.com/pricing] and may be updated from time to time.

8.2 Commission

Users on all tiers (Free, Lite, and Pro) are subject to a commission charge on transactions completed through or facilitated by the Platform. Commission rates are published on our pricing page. By completing a transaction through the Platform you agree to pay the applicable commission.

8.3 Subscription Billing

Paid subscriptions (Lite and Pro) are billed in advance on a monthly or annual basis via Stripe. By providing your payment details you authorise SWOP to charge your payment method on a recurring basis for the applicable subscription fee.

8.4 Escrow Transactions

Asset purchases made through the Platform may be facilitated via Escrow.com. Escrow.com is an independent third-party service and their own fees, terms, and conditions apply separately. SWOP is not responsible for Escrow.com's services, fees, or any disputes arising from their platform.

8.5 Price Changes

SWOP reserves the right to modify subscription pricing at any time. We will provide at least 30 days' notice of any price change via email or in-Platform notification. Continued use of the Platform after a price change constitutes acceptance of the new pricing.

9. Free Trial

9.1 Trial Period

SWOP offers a 7-day free trial to new users on paid subscription tiers (Lite and Pro). The trial begins on the date you create your account and select a paid tier.

9.2 Trial to Paid Conversion

At the end of the 7-day trial period, your subscription will automatically convert to a paid subscription and your payment method will be charged the applicable subscription fee unless you cancel before the trial ends.

9.3 One Trial Per User

The free trial is available once per user. Duplicate accounts created to access additional trials are prohibited and may result in account termination.

10. Refund Policy

10.1 No Refunds After Trial

ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE. Once the 7-day free trial period has ended and your subscription has converted to a paid subscription, no refunds will be issued under any circumstances, including but not limited to:

• Change of mind
• Failure to cancel before the trial period ended
• Dissatisfaction with the Platform or any feature
• Inability to use the Platform due to technical issues on your end
• Partial use of a subscription period
• Account termination by the User

10.2 No Chargebacks

By agreeing to these Terms you expressly waive any right to initiate a chargeback, payment dispute, or reversal with your bank, credit card issuer, or payment processor in respect of any subscription fee paid after the expiry of the 7-day trial period. If you initiate a chargeback in breach of this clause, SWOP reserves the right to immediately suspend or terminate your account and pursue recovery of the disputed amount plus any associated fees.

10.3 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. You will retain access to the Platform until the end of the period for which you have paid. No refund or credit will be issued for any unused portion of a subscription period.

10.4 Termination for Cause — No Refund

If SWOP suspends or terminates your account for any violation of these Terms, including but not limited to fraud, misrepresentation, listing counterfeit assets, cheating or deceiving other users, or any other abuse of the Platform, you immediately forfeit any remaining subscription period and all fees paid. No refund, credit, or compensation of any kind will be issued. SWOP reserves the right to withhold any outstanding commission payments or funds associated with your account pending investigation.

10.5 Exceptions

Nothing in this refund policy limits your statutory rights where applicable law prevents such limitation.

11. Acceptable Use

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must NOT:

• Use the Platform to list, sell, or facilitate the transfer of stolen, counterfeit, or fraudulently obtained assets
• Misrepresent the condition, provenance, authenticity, or ownership of any asset
• Fail to disclose any known material defect, ownership dispute, or authenticity concern relating to an asset
• Manipulate or artificially inflate asset valuations or market data
• Attempt to circumvent or manipulate the Connection Value Graph or trust scoring systems
• Create fake accounts, false identities, or misleading profiles
• Apply for dealer status using false or misleading business credentials
• Use the Platform to harass, defraud, or deceive other users
• Scrape, copy, or extract data from the Platform without written authorisation
• Reverse engineer, decompile, or attempt to extract source code from the Platform
• Upload or transmit malicious code, viruses, or harmful content
• Use the Platform in any way that could damage, disable, or impair its operation
• Violate any applicable laws or regulations

12. Asset Transactions

12.1 SWOP as Connector, Bridge, and AI Facilitator

SWOP is a technology-enabled connector, bridge, and AI facilitator. SWOP facilitates connections between buyers and sellers but is not a party to any transaction. All transactions are conducted directly between users. SWOP makes no representations or warranties regarding the quality, authenticity, legality, or value of any asset listed on the Platform.

12.2 User Responsibility

Users are solely responsible for:

• The accuracy of all listings and asset descriptions
• Disclosing all known defects, authenticity concerns, and material information about any asset
• Verifying the authenticity and condition of assets before transacting
• Complying with all applicable laws regarding the sale and purchase of assets
• Completing due diligence on counterparties
• Any taxes, duties, or levies arising from transactions

12.3 No Guarantee of Transactions

SWOP does not guarantee that any listing will result in a sale, or that any sourcing request will locate a specific asset. SWOPi's network traversal and sourcing capabilities are provided on a best-efforts basis.

12.4 Escrow Release Conditions

Where a transaction is conducted through Escrow.com, escrow funds are released upon: (a) buyer's confirmation of receipt and satisfaction, or (b) expiry of the 14-day Dispute Window set out in Section 7 without a valid dispute being raised. SWOP's involvement in the escrow process is administrative only. SWOP does not control when or whether Escrow.com releases funds.

12.5 Disputes Between Users

Disputes between users regarding transactions must be resolved between the parties directly. Where transactions are conducted via Escrow.com, their dispute resolution process applies. SWOP is not responsible for resolving transaction disputes between users. For authenticity disputes, the process set out in Section 7 applies.

13. SWOPi AI Broker — Important Limitations

13.1 Not Financial Advice

SWOPi's valuations, pricing recommendations, market analyses, and advisory outputs ("AI Outputs") are provided for informational purposes only. They do not constitute financial, investment, legal, or professional advice of any kind.

13.2 No Reliance

You acknowledge that AI Outputs may contain errors, omissions, or inaccuracies and that you will not rely solely on AI Outputs when making any transaction or investment decision. You are responsible for conducting your own independent assessment of any asset or transaction.

13.3 No Authentication by SWOPi

SWOPi does not authenticate, verify, or certify the genuineness or condition of any asset, including when cross-listing inventory across third-party platforms. AI-generated valuations or assessments are not authentication reports and should not be relied upon as evidence of authenticity.

13.4 Autonomous Actions

When you authorise SWOPi to take autonomous actions on your behalf (such as submitting offers, cross-listing inventory, or initiating contact with other users), you accept full responsibility for those actions and their outcomes. SWOP is not liable for losses arising from autonomous SWOPi actions you have authorised.

14. Third-Party Platforms and Integrations

The Platform integrates with third-party services including but not limited to Stripe, Escrow.com, Shopify, WhatsApp, Chrono24, WatchBox, SWOP authentication, and eBay. These third-party services are governed by their own terms and conditions. SWOP is not responsible for the availability, accuracy, or conduct of any third-party platform or Authentication Partner.

By connecting third-party accounts to SWOP, you authorise us to access and use data from those accounts in accordance with our Privacy Policy and these Terms.

15. Intellectual Property

15.1 SWOP IP

All intellectual property in the Platform, including the Connection Value Graph, SWOPi, The Grid, all software, algorithms, databases, designs, trademarks, and content, is owned by or licensed to SWOP Holdings Inc. Nothing in these Terms grants you any ownership right in SWOP's intellectual property.

15.2 User Content

You retain ownership of content you submit to the Platform (inventory listings, asset descriptions, images). By submitting content you grant SWOP a worldwide, royalty-free, non-exclusive licence to use, store, display, reproduce, and process that content for the purpose of operating and improving the Platform, including training SWOPi.

15.3 Feedback

Any feedback, suggestions, or ideas you provide regarding the Platform may be used by SWOP without any obligation of compensation or attribution.

16. Data and AI Training

You acknowledge and agree that SWOP may use your usage data, transaction data, network connection data, and interaction data to train, improve, and enhance SWOPi and the Platform's AI systems. Full details of how your data is collected and used are set out in our Privacy Policy.

17. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWOP DISCLAIMS ALL WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AUTHENTICITY, AND NON-INFRINGEMENT.

SWOP DOES NOT WARRANT THAT:

• The Platform will be uninterrupted or error-free
• Any defects will be corrected
• The Platform or its servers are free of viruses or harmful components
• AI Outputs are accurate, complete, or suitable for any purpose
• Any asset listed on the Platform is genuine, authentic, accurately described, or fit for purpose
• Authentication Partner assessments are accurate or reliable

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWOP HOLDINGS INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from transactions between users
• Damages arising from reliance on AI Outputs
• Damages arising from third-party platform failures
• Damages arising from the purchase or sale of counterfeit, non-authentic, stolen, or misdescribed assets
• Damages arising from a buyer's failure to conduct independent authentication or due diligence
• Damages arising from the assessments or opinions of any Authentication Partner
• Any amount exceeding the greater of (a) the fees paid by you to SWOP in the three months preceding the claim, or (b) one hundred US dollars ($100)

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

19. Indemnification

You agree to indemnify, defend, and hold harmless SWOP Holdings Inc. and its directors, officers, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Any asset listing or transaction you conduct through the Platform
• Any misrepresentation regarding the authenticity, condition, or ownership of an asset
• Your violation of any third-party rights
• Any misrepresentation you make to another user or to SWOP
• Any counterfeit or non-authentic asset you list or sell through the Platform

20. Termination

20.1 Termination by You

You may terminate your account at any time by cancelling your subscription and requesting account deletion. Termination does not entitle you to any refund of subscription fees paid.

20.2 Grounds for Immediate Account Termination

SWOP reserves the right to immediately and permanently ban any user, without notice and without refund, for any of the following:

• Listing, selling, or attempting to sell counterfeit, stolen, or fraudulently obtained assets
• Misrepresenting the authenticity, condition, provenance, or ownership of any asset
• Providing false or misleading information in any listing, profile, or communication
• Applying for or maintaining dealer status using false business credentials
• Manipulating, inflating, or falsifying asset valuations or market data
• Harassing, threatening, defrauding, or deceiving other users
• Creating multiple accounts to abuse the free trial or evade a previous ban
• Colluding with another user to manipulate trust scores or the Connection Value Graph
• Initiating fraudulent chargebacks against SWOP
• Any conduct that SWOP reasonably determines to be harmful to other users, the Platform, or SWOP's reputation

Upon a ban for any of the above, the user immediately forfeits their remaining subscription period, all fees paid, and any pending commissions or payouts held by SWOP. SWOP may also report the conduct to relevant authorities where applicable law requires or permits.

20.3 Termination by SWOP — Other Grounds

SWOP may also suspend or terminate your account for: violation of these Terms generally, failure to pay any fees due, or conduct that SWOP determines is detrimental to the Platform or its users.

21. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

Any dispute arising from these Terms or your use of the Platform shall first be subject to good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, conducted in English.

CLASS ACTION WAIVER: YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE PROCEEDING AGAINST SWOP.

22. General

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and SWOP
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision
• Assignment: SWOP may assign these Terms without your consent. You may not assign your rights without our written consent
• Notices: Legal notices to SWOP should be sent to: contact@swop.trade

23. Contact

SWOP Holdings Inc.
A Delaware C-Corp company, United States
166 Geary St, Ste 1500, MailBox #108
San Francisco, CA 94108

Email: contact@swop.trade
Support: contact@swop.trade

© 2026 SWOP Holdings Inc. All rights reserved.