Manifest Global Inc.

Terms of Service

IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 21) THAT AFFECT YOUR LEGAL RIGHTS AS DETAILED BELOW. PLEASE READ CAREFULLY.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Last Updated: March 2, 2026

  1. Acceptance of Terms

Manifest Global, Inc. (collectively “We”, “Us”, or “Manifest Global”) offers a multi-dimensional accountability platform, Sway, built on the Base      blockchain. Sway enables users to commit to personal, self-selected, and measurable behavioral goals (“Accountability Goals”) and to stake refundable monetary pledges (“Pledges”) toward achieving them. The Website, App, and any other products or services that link to these Terms of Service are collectively the “Services.”

Please read these Terms of Service (the “Terms” or “Terms of Service”) carefully before using the Services. By using or otherwise accessing the Services, or clicking to accept or agree to these Terms where that option is made available, you (1) represent and warrant that you are of majority age in your jurisdiction of residence, (2) accept and agree to these Terms and our rules and the rules of any Accountability Goal or Challenge  (as defined in Section 5 below) you may enter, (3) accept and agree to any additional terms, rules and conditions of participation in particular Challenges issued by Manifest Global from time to time (“Rules”), and (4) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy.

Manifest Global may issue additional terms, rules and conditions of participation in particular Accountability Goals or Challenges. For example, Manifest Global may issue conditions as required by various state rules and regulations, which may impact your experience or participation on the Services. You agree to be subject to those additional rules if you participate in such Challenges.

  1. Modifications of Terms of Service

Except for the “Dispute Resolution” section below, providing for binding arbitration and a class action waiver, Manifest Global reserves the right, at its sole discretion, to modify or replace these Terms of Service at any time. The most current version of these Terms will be posted on our Website. You shall be responsible for reviewing and becoming familiar with any such modifications. If a revision to the Terms, in our sole discretion, is material, we will notify you by contacting you through the Services and/or any email address you may provide us. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms of Service as modified.

  1. Eligibility

Manifest Global’s Services and those portions of the Services used to create and participate in Accountability Goals and Challenges are open only to eligible users (“Eligible Users”). By using or accessing the Services, you are representing and warranting that you meet all of the following Eligible User requirements:

  • you are 18 years of age (or the minimum age in your jurisdiction of residence, which may also be 19 or 21) or older;

  • you are a citizen or resident of, and have an address in, the United States or another jurisdiction in which the Services, including Accountability Goals and Challenges, are not prohibited by applicable law;

  • at the time of entry, you are physically located in the United States or another jurisdiction in which participation in the Accountability Goal or Challenge is not prohibited by applicable law;

  • you are not listed on the United States’ or any other government’s list of prohibited or restricted parties;

  • at the time of entry in an Accountability Goal or Challenge requiring you to deposit a Pledge, you are not physically located within Arizona, Florida, Michigan, or South Carolina; and

  • you are not subject to backup withholding tax because: (1) you are exempt from backup withholding, or (2) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified you that you are no longer subject to backup withholding.

If you do not meet the eligibility requirements of this section, then you are not authorized to access or participate in Accountability Goals or Challenges. Manifest Global may require you to provide proof that you are eligible to participate according to this section prior to receiving Rewards (including Sway Points). This includes requesting that you fill out an affidavit of eligibility or other verification information.

If Manifest Global determines that you do not meet the eligibility requirements of this section, in addition to any rights that Manifest Global may have in law or equity, Manifest Global reserves the right to terminate your account, restrict your account from accessing or participating in Accountability Goals, or withhold or revoke the awarding of any Rewards associated with your account. In such a situation, Manifest Global reserves the right to pay out any withheld or revoked Rewards to other participants in the relevant Challenge(s) as part of the operator-funded Weekly Reward Fund (as defined in Section 8), provided such redistribution is not derived directly from participant Pledges. Manifest Global also reserves the right to withhold revoked Rewards to use in furtherance of its platform operations, fraud prevention, or anti-money laundering efforts.

  1. Embedded Wallet and Digital Assets

Upon your registration for a Sway account, a self-custodial embedded wallet (the “Wallet”) will be automatically generated for you, facilitated by our third-party provider, Privy. This Wallet allows you to manage your Pledges, Sway Points, and other digital assets. You acknowledge that your Wallet is a self-custodial tool that supports Ethereum Virtual Machine-compatible chains. Your Pledges and associated transactions are held and processed on the Base blockchain.

You retain sole control over your digital assets at all times. Because the wallet infrastructure is facilitated by Privy, Manifest Global does not hold your private keys or seed phrases and cannot assist in recovering access to your Wallet. You are solely responsible for all transactions signed with your private keys and for maintaining the confidentiality of your account.

  1. Challenge Terms and Mechanics

Sway is an accountability platform designed to support various personal habits and behavioral milestones. All Accountability Goals and associated metrics are for motivational and accountability purposes only and do not constitute medical advice, diagnosis, or treatment. Manifest Global is not a medical organization and does not provide clinical health services.

As used herein, a “Challenge” is a specific, time-bound accountability program or event created by a user on the Services. Each Challenge requires the user to stake a Pledge toward the achievement of their own self-selected Accountability Goal. Because Challenges are individually created, your performance and outcome are entirely independent of any other user. Each Challenge is governed by specific Rules, including the self-selected Accountability Goal, Performance Metrics, and timelines required for successful completion, which are presented within the App before you deposit a Pledge. Such Rules are incorporated into these Terms of Service, and you agree to comply with the Rules in effect at the time of your Pledge.

Users create Challenges by setting measurable, user-defined parameters, including duration, verification method, and Pledge amount. You acknowledge that only data synced via a compatible Performance Metric data provider—and not manually entered data—will be counted toward the successful completion of a Challenge.

To track progress toward an Accountability Goal, you must connect a verified data source (e.g., Apple Screen Time, HealthKit, Google Fit, Garmin, Fitbit, or another device-native API). Only data tracked and synced via a compatible Performance Metric data provider shall be counted toward meeting an Accountability Goal. Steps or other data that are manually entered do not count toward meeting an Accountability Goal, notwithstanding they may temporarily be shown as part of your total progress. You are solely responsible for ensuring that your data provider is properly syncing with the Services throughout any Challenge Period. Manifest Global reserves sole discretion to determine if data accurately reflects Accountability Goal completion.

Sway Challenges are bona fide games of skill and discipline. Whether or not you are refunded your Pledge in full depends solely on whether you exert sufficient effort to achieve your self-selected Accountability Goal. The performance, success, or failure of other users in the community does not in any way impact whether you receive a full refund of your own Pledge. The duration of each Challenge (the “Challenge Term” or “Challenge Period”) is specified at the time of your Pledge. Dates and times for each Challenge are localized to your account; your day starts at 12:00:00 a.m. and ends at 11:59:59 p.m. in your respective time zone.

After the Challenge Term concludes, there shall be a Finalizing Stage (generally not exceeding 72 hours) during which Manifest Global reviews performance data and verifies the integrity of the Performance Metrics submitted. Manifest Global does not exercise discretion over individual results, which are determined based on objective, pre-defined criteria. “Successful Participant” means a user who has completed a Challenge by successfully meeting their self-selected Accountability Goal, as verified by Manifest Global using the objective criteria and Performance Metrics defined for that Challenge.

  1. Refunds and Hardship Policy

EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PLEDGES ARE SUBJECT TO FORFEITURE AS DEFINED IN SECTION 7 IF YOU FAIL TO MEET YOUR ACCOUNTABILITY GOAL. If you successfully meet your self-selected goal, you will receive a full refund of your Pledge at the conclusion of the Challenge Period, subject to a Finalizing Stage (generally not exceeding 72 hours) where Manifest Global verifies performance data and metric integrity. Manifest Global reserves the right to issue refunds or credits at our sole discretion but doing so in one instance does not obligate us to do so in the future.

To ensure that uncontrollable, chance-based events do not determine the outcome of your Challenge, Manifest Global permits users to request a refund of their Pledge if they are unable to complete a Challenge due to a legitimate reason outside their control, such as a documented injury occurring after the Challenge Term has started or a device malfunction. To be eligible for such a refund, notification and appropriate documentation must be submitted to Manifest Global at support@sway.xyz with the subject line “Hardship Refund Request” specifying your Username and the specific Challenge URL before the relevant Challenge Term concludes. You must provide documentation of the injury from a licensed healthcare provider clearly indicating that the injury prevents safe participation.

Manifest Global will review all requests for refund of Pledges within a reasonable time and reserves the right to require additional proof and may reject a refund request if the documentation is deemed insufficient, inaccurate, inauthentic, or indicative of system abuse, as determined in Manifest Global’s sole discretion. Approved refunds will be issued to the Wallet associated with the Username specified in your notification email and will be processed within seven (7) business days.

  1. Manifest Global Revenue and Forfeitures

Manifest Global does not currently charge a platform fee tied to individual Challenge outcomes or Reward amounts. Instead, you acknowledge and agree that Manifest Global may generate revenue from interest or yield earned on committed Pledges during the duration of a Challenge. Any future platform or subscription fees, if implemented, will be disclosed separately and will not affect the Weekly Reward Fund or individual Reward allocations.

If you fail to meet your self-selected Accountability Goal, your Pledge is “Forfeited.” Forfeiture means the permanent transfer of the Pledge to Manifest Global to be used at its sole discretion for platform operations, marketing, reward fund seeding, fraud prevention, or anti-money laundering efforts. Forfeited Pledges do not directly comprise or fund the Weekly Reward Fund. Manifest Global funds the Weekly Reward Fund exclusively from its own assets. In determining the fund’s size, Manifest Global may take into account a variety of historical operational metrics, including aggregate prior forfeitures, as an internal reference point.

  1. Weekly Reward Fund and Sway Points

Prior to each reward period, Manifest Global pre-announces a fixed reward fund (the “Weekly Reward Fund”) that does not vary based on the number of participants or the volume of forfeited Pledges during that period. Manifest Global funds the Weekly Reward Fund exclusively from its own assets. Successful Participants may be eligible to receive operator-funded incentives (collectively, “Rewards”), which may include non-transferable digital assets known as “Sway Points.”

While the total Weekly Reward Fund is fixed, the precise amount of Sway Points allocated to an individual Successful Participant may vary based on objective, neutral criteria, such as the duration and difficulty of the specific Accountability Goal. Successful Participants are generally notified via the Sway App and may be required to provide an affidavit of eligibility, a publicity agreement, and appropriate tax forms (such as a Form W-9) by a specified deadline to receive rewards.

  1. Disqualification and Cancellation

Manifest Global, in its sole discretion, may disqualify you from a Challenge, all Challenges, or the entire Services; subject your Pledges to Forfeiture (see Section 7); refuse to award or require the return of Rewards (including Sway Points); or suspend, limit, or terminate your account if you engage in conduct Manifest Global deems to be improper, unfair, fraudulent, or in violation of the standards set forth in Section 14 (Prohibited Conduct). In addition to the general prohibitions in Section 14, the following behaviors are strictly prohibited and grounds for immediate Forfeiture of all Pledges and Rewards:

  • Engaging in conduct intended to inflate, falsify, or otherwise manipulate any Performance Metric, including using mechanical devices to simulate movement or utilizing unauthorized software to bypass native device tracking.

  • Operating multiple Sway accounts to manipulate Challenge outcomes or Reward systems. 

  • Using IP proxying, VPNs, or other methods to disguise your location or residence to circumvent geographical restrictions.

You acknowledge that the forfeiture or return of any Reward shall in no way prevent Manifest Global from informing relevant authorities or pursuing criminal or civil proceedings. If for any reason Challenges are not running as planned due to technical failures, tampering, or causes beyond our control, Manifest Global reserves the right to disqualify individuals relating to the cause and/or to cancel, terminate, or modify the Challenges. If Manifest Global cancels a Challenge after you have deposited a Pledge, you shall receive a full refund of that Pledge. The failure of Manifest Global to comply with these Terms due to a force majeure event (e.g., acts of God, war, pandemic) will not be considered a breach, and performance shall be delayed until reasonably practicable.

  1. Publicity License and Release

By participating in an Accountability Goal or Challenge, you acknowledge and agree that the following license is a mandatory condition of your participation. You grant license and consent to Manifest Global and its service providers and business partners use of your name, profile name (“Username”), voice, likeness, image, or location in connection with the development, production, distribution, and/or exploitation (including marketing and promotion) of the selected Accountability Goal and/or other Manifest Global offerings and Manifest Global generally, unless otherwise prohibited by law.

Manifest Global and its service providers and business partners reserve the right to make public statements about the participants and Successful Participants, on-air, on the internet, or otherwise, prior to, during, or following the Challenge. Participants agree that Manifest Global may announce a Successful Participant’s name, Username, and/or other information provided by participants, on-air or on any of its websites or any other location at any time in connection with the marketing and promotion of Manifest Global or other Accountability Goals operated by Manifest Global.

You agree that participation in and (where applicable) the receipt of Rewards or Sway Points in connection with an Accountability Goal constitute complete compensation for your obligations under this paragraph. You agree not to seek to charge a fee or impose other conditions on the fulfillment of these obligations, and expressly release and waive any claims related to Manifest Global’s use of the license granted in this subparagraph. The rules specific to certain Accountability Goals may contain additional publicity obligations or may require a written signature on a separate publicity waiver.

  1. Taxation

Each year, any Successful Participant who has received Rewards (including Sway Points) with an aggregate value of $600 or more over the previous year must provide an updated address and social security details (or other tax identification information) to Manifest Global. These details will be used to allow Manifest Global to comply with tax regulations and may be shared with appropriate tax authorities. You, and not Manifest Global, are solely responsible for filing and paying applicable state and federal taxes on any Rewards. Manifest Global does not provide tax advice, nor should any statements in these Terms or on the Services be construed as tax advice.

  1. Conditions of Participation

  1. Registration 

To access the Services and participate in Challenges, you must register for an account using your mobile phone number. By registering as a user of the Services, you agree to provide accurate, current, and complete information about yourself as prompted (such information being the “Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current, and complete. You further agree not to use as a Username, the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

If you provide any information that Manifest Global has reasonable grounds to believe is inaccurate, incomplete, not lawfully available for use, or otherwise objectionable, Manifest Global may deny you access to areas requiring registration or terminate your account at its sole discretion. Manifest Global may require you to change your Username and/or any other information provided by you, or Manifest Global may unilaterally change them without notice or further obligation to you.

You may establish, maintain, use, and control only one account on the Services. Each account on the Services may only be owned, maintained, used, and controlled by one individual. For the avoidance of doubt, users may not “co-own” accounts on the Services. In the event Manifest Global determines that you have opened, maintained, used, or controlled more than one account, in addition to any other rights that Manifest Global may have, Manifest Global reserves the right to suspend or terminate any or all of your accounts and terminate, withhold, or revoke the awarding of any Rewards.

You agree that the sole and specific purpose of creating an account on Manifest Global is to participate in the Services. Manifest Global shall be entitled to suspend, limit, or terminate your account if we have reasonable grounds to believe (as determined in our sole discretion) that you are using the Services for an illegal or improper purpose. In such circumstances, we may also report such activity to relevant authorities.

In the event of a dispute regarding the identity of the person participating in a Challenge, the participation will be deemed submitted by the person in whose Username the account was registered. If possession of the Username itself is contested or is, in Manifest Global’s opinion, sufficiently uncertain, the identity shall be determined by the owner of the Wallet linked to the Pledge deposited.

  1. Account Security 

You are responsible for the security of your account for the Services and for your electronic Wallets. If you become aware of any unauthorized use of your account or Wallet, you agree to notify us immediately at support@sway.xyz.

  1. Leaderboards

Your Username and leaderboard progress will be visible to other Sway users and are treated as non-confidential. You remain solely responsible for your Username. By using the Services, you grant Manifest Global a perpetual, worldwide, and royalty-free license to use and exploit your Username and leaderboard data in connection with the operation and marketing of the Services. You represent that your Username does not infringe on any third party’s intellectual property. Manifest Global disclaims all liability related to User Content.

  1. Prohibited Conduct

You may only access and use the Manifest Global Services for the purposes we provide. The Services may not be used for any commercial activity unless explicitly approved in writing by us. By using the Services, you agree not to engage in any of the following prohibited behaviors:

  • Systematically retrieving data to compile a collection or directory, or using automated systems (bots, scrapers, scripts) to extract information without permission.

  • Circumventing, disabling, or interfering with security features, access control systems, or non-public parts of the Services.

  • Tricking or misleading Manifest Global or other users to access credentials; impersonating another person; or committing financial fraud.

  • Tampering with the computer systems, source code, or programmatic mechanics of the Services; reverse engineering any part of the platform; or uploading viruses and malware.

  • Using the Services to harass, intimidate, threaten, or abuse other users, Manifest Global employees, or partners.

  • Using the Services for unauthorized commercial gain, advertising goods or services, or creating a competing product.

  • Engaging in unfair practices such as collusion or multi-accounting; using exploits to gain an unfair advantage; or using location-masking tools to bypass regional restrictions.

  • Using the Services for any unlawful purpose or violating any local, state, national, or international law or regulation.

  • Disparaging Manifest Global or its brand; removing proprietary notices; or misrepresenting Sway branding, logos, or content.

Violating any portion of this section may lead to removal of your content, suspension or termination of your account, and restriction from further access to the Services. Manifest Global reserves the right, in its sole discretion, to remove content, block access, or deactivate accounts at any time, with or without cause.

To report violations or abuse of these Terms, please contact us at support@sway.xyz.

  1. Termination and Suspension

Manifest Global reserves the right to terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service or engage in any behavior outlined in Section 14 (Prohibited Conduct). Upon termination, your right to use the Services will cease immediately.

If your account is terminated due to a violation of these Terms, you may forfeit any active Pledges and lose eligibility for outstanding Rewards or Sway Points, as determined in Manifest Global’s sole discretion. If you wish to terminate your account, you may simply discontinue using the Services or follow the account deletion prompts within the Sway App.

  1. Sweepstakes and Promotions

Any sweepstakes or other promotions offered through the Services (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, the Promotion rules will govern to the extent of the conflict.

  1. Procedure for Making Claims of Copyright or Trademark Infringement

Manifest Global may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe the intellectual property of others. If you believe that your copyright or trademark or that of a person on whose behalf you are authorized to act has been infringed, please provide Manifest Global’s Copyright Agent a written Notice containing the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  • A description of the copyrighted work or other intellectual property that you claim has been infringed;

  • A description of where the material that you claim is infringing is located on the Services;

  • Your address, telephone number, and email address;

  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other intellectual property owner, its agent, or the law;

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Manifest Global’s Copyright Agent can be reached in the following ways: Mail: Manifest Global Copyright Agent, [ADDRESS] Email: [EMAIL] 

  1. Disclaimers

THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. 

To the maximum extent permitted under applicable law, Manifest Global, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice.

Without limitation to the foregoing, Manifest Global provides no warranty or undertaking, and makes no representation of any kind that the Services will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free or that any errors or defects can or will be corrected. Manifest Global also provides no warranty or undertaking and makes no representation of any kind that digital assets (including Sway Points) will have or maintain present or future value.

You acknowledge that the Services are built on the Base blockchain and depend on public network infrastructure. Manifest Global shall not be liable for any delays, failures, or losses caused by network congestion, “forks,” downtime, or technical malfunctions of the Base network that may prevent you from depositing a Pledge or syncing data before a Challenge deadline. You accept the risk that transactions may be delayed or fail due to factors outside of Manifest Global’s control.

Without limiting the foregoing, neither Manifest Global nor any of Manifest Global’s suppliers or service providers makes any representation or warranty of any kind, express or implied:

  • As to the operation or availability of the Services, or the information, content, and materials or products included thereon;

  • That the Services will be uninterrupted or error-free;

  • As to the accuracy, reliability, or currency of any information or content provided through the Service; or

  • That the Services, its servers, the content, or emails sent from or on behalf of Manifest Global are free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. In such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

  1. Release, Indemnification, and Limitation On Liability

You acknowledge and agree that participating in an Accountability Goal or Challenge is an activity that may involve physical exertion or behavioral changes. You should not enter a Challenge unless you are medically able, properly conditioned, and properly trained to meet your self-selected goals. You acknowledge that you alone determine the physical locations where you work toward your goals. You specifically assume any and all risks associated with participating in Challenges, including but not limited to, all falls, collisions, conditions of walkways or roads, weather, medical conditions related to heat/cold or hydration, and all other risks inherent in a behavioral or athletic Challenge of this nature.

PARTICIPATION CARRIES WITH IT CERTAIN INHERENT RISKS THAT CANNOT BE ELIMINATED COMPLETELY RANGING FROM MINOR INJURIES TO CATASTROPHIC INJURIES INCLUDING DEATH.

You represent and agree on behalf of yourself and your heirs, executors, administrators, or anyone else who might assert or attempt to assert any claim on your behalf, to release and hold harmless Manifest Global, its parents, subsidiaries, affiliates, divisions, and each of the foregoing entities’ employees, officers, directors, shareholders, and agents (collectively the “Released Parties”), from and against any and all claims, actions, and/or liability for any injuries or death, loss, or damage of any kind arising from or in connection with the Services, including participation in Challenges or acceptance or use of any Rewards (including Sway Points), and for any claims based on publicity rights, defamation, and invasion of privacy.

Notwithstanding any damages that you might incur, the entire liability of Manifest Global and any of its affiliates under any provision of these Terms of Service and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount of Pledges you have deposited or $100 USD.

To the maximum extent permitted by applicable law, in no event shall Manifest Global or its affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data, business interruption, personal injury, or loss of privacy) arising out of or in any way related to the use of or inability to use the Services, third-party software, and/or third-party hardware used with the Services, even if Manifest Global has been advised of the possibility of such damages.

You agree to indemnify, release, and hold harmless the Released Parties from and against any and all liability, claims, loss, damage, injury, or expense, including reasonable attorney’s fees, made by any third party in connection with or arising out of your use of the Services, your violation of the Terms of Service, your violation of an applicable law, or your violation of any rights of another.

  1. Governing Law

The laws of the State of New York (excluding its conflicts of law provisions) shall govern these Terms of Service and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.

  1. Dispute Resolution

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT. 

This section governs the resolution of any claim, dispute, or controversy (whether in contract, tort, or otherwise) that may arise out of, relate to, or be connected in any way with the Services, these Terms of Service, payments made by or to Manifest Global, or your relationship with Manifest Global (each a “Dispute”).

  1. Informal Dispute Resolution

You and Manifest Global agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Manifest Global therefore agree that, before either you or Manifest Global demand individual arbitration against the other, you will make a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. This requires first sending a written notice of the dispute (“Notice of Dispute”) to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to Manifest Global at [EMAIL]. For any dispute that Manifest Global initiates, we will send our written description of the dispute to the email address associated with your account. The Notice of Dispute must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; the email address associated with the account on file; and the specific relief sought.

After receiving the Notice of Dispute, you and Manifest Global agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the dispute. Your personal participation in this conference is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. If you are represented by counsel, your counsel may participate in the conference, but you shall also personally attend the conference, unless Manifest Global states in writing that you are not required to personally attend. The conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party sends a Notice of Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals cannot participate in the initial dispute resolution conference unless all parties agree.

If the dispute is not resolved within sixty (60) days after receipt of the Notice of Dispute, or after the completion of the initial dispute resolution conference, if requested, whichever is later, you and Manifest Global agree to resolve any remaining dispute through the further dispute resolution provisions below.

This informal dispute resolution process, including your personal participation in the meet and confer, is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process. The parties further agree that whether a complaining party has satisfied these Initial Dispute Resolution procedures, including whether a Notice of Dispute contained all required information, is an issue that can be decided by a court as a prerequisite to arbitration.

  1. Binding Arbitration

Only after the parties have failed to resolve a dispute through the Initial Dispute Resolution (Section 21.a), may either party initiate binding arbitration as the sole means to resolve claims. To begin, the initiating party must provide a “Notice of Intent to Initiate Arbitration” to the other. A formal demand for arbitration (“Demand”) must then be filed with the provider and emailed to [EMAIL] to officially commence the proceeding.

You and Manifest Global agree that all claims, disputes, or disagreements arising out of or relating to these Terms, your relationship with Manifest Global, or use of the Services—including claims that arose before this agreement existed—shall be resolved exclusively through binding arbitration. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”), or if for any reason the FAA does not apply, the New York Arbitration Act (“NYAA”). The arbitrator, and not any court, shall have exclusive authority to resolve all disputes regarding the interpretation, applicability, enforceability, or formation of these Terms, including any claim that any part of these Terms is void or voidable.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that arbitration costs may exceed litigation costs and discovery rights may be more limited. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND MANIFEST GLOBAL ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY OR JUDGE TO THE MAXIMUM EXTENT PERMITTED BY LAW. There is no jury in arbitration, and court review of an award is subject to very limited review.

  1. Arbitration Rules and Batch Arbitration

The arbitration will be administered by a single arbitrator under the National Arbitration and Mediation (“NAM”) Comprehensive Dispute Resolution Rules and the NAM Mass Filing Supplemental Procedures in effect at the time of filing.

Batch Arbitrations: To increase the efficiency of administration and resolution of arbitrations, you and Manifest Global agree that in the event that there are 25 or more individual Demands of a substantially similar nature filed against Manifest Global by or with the assistance of the same law firm, group of law firms, or organizations ("Claimant’s Counsel"), within a reasonably proximate period of time, NAM shall (1) administer the arbitration Demands in batches of 100 Demands per batch (or, if between 25 and 99 individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be selected by the arbitrator notwithstanding Section 15.6.3, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled ("Batch Arbitration"). 

To promote efficiency and cost savings for the parties and to encourage informal resolution of disputes, NAM shall first administer a single batch of 100 randomly selected Demands, which shall be adjudicated by a single arbitrator. The results of the first completed batch of Demands shall be provided to a mediator jointly selected by the parties (or, if the parties are unable to agree on a mediator, to a mediator selected from a group of 5 mediators proposed by NAM, with Manifest Global and Claimant’s Counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected). After the results of the first batch are provided to the mediator, Manifest Global and Claimant’s Counsel and the mediator will have 90 days (the “Global Mediation Period”) to attempt in good faith to resolve the outstanding Demands.  If, following the Global Mediation Period, 25 or more Demands subject to the Batch Arbitration have not been resolved, NAM shall administer all remaining batches concurrently, to the extent possible, until all Demands are resolved.

All parties agree that Demands are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or Emergency Arbitrator (the “Administrative Arbitrator”) to determine the applicability of the Batch Arbitration process. To expedite resolution of any such dispute, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Manifest Global.

You and Manifest Global agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

  1. Class Action Waiver

YOU AND MANIFEST GLOBAL ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR REPRESENTATIVE ACTION. 

Except as otherwise provided in the Batch Arbitration provisions of Section 21.b.i, the arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve an individual party’s claim, unless Manifest Global provides its consent to consolidate in writing.

Notwithstanding any other provision of these Terms, disputes regarding the interpretation, applicability, or enforceability of this “Class Action Waiver” subsection may be resolved only by a court and not by an arbitrator. If there is a final judicial determination that applicable law precludes enforcement of this subsection’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. This provision does not prevent You or Manifest Global from participating in a class-wide settlement of claims.

  1. Arbitration Location

Subject to Section 21.b.i, if You are a resident of the United States and initiate arbitration, such arbitration will take place in the County where You reside, or if no arbitrator is available in that County, then at the closest arbitration location available in the state. Where Manifest Global initiates arbitration, and for residents outside the United States, arbitration shall be initiated in the [New York County, New York], unless You and Manifest Global otherwise agree or the arbitrator determines such venue would be unreasonably burdensome. For any arbitration conducted in [New York], You and Manifest Global agree to submit to the personal jurisdiction of any federal or state court in [New York County, New York], in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

If the amount in controversy does not exceed $10,000 and You do not seek injunctive or declaratory relief, then the arbitration will be conducted solely by submission of written materials that You and Manifest Global submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or involves declaratory or injunctive relief, either party may request an arbitration hearing, and that hearing shall be held via videoconference or telephone conference unless the parties agree otherwise or the arbitrator determines there is good cause to hold an in-person hearing. The parties agree that arbitration may take place exclusively by video where such arrangements are acceptable to the arbitrator.

  1. Arbitration Procedures

Any arbitration Demand or counterclaim must provide fair notice of the asserting party’s identity and the factual allegations supporting the claims. To ensure the claim is validly associated with a Sway account, the Demand must include: (i) the email address used for registration; (ii) proof of account creation; and (iii) a verifiable screenshot or data export showing the specific Wallet address linked to the user’s account at the time of the dispute. If represented by counsel, the Demand must be signed by counsel and include their full contact information. By signing, counsel certifies under the standards of Federal Rule of Civil Procedure 11 that, after reasonable inquiry, the Demand is not being presented for an improper purpose (such as harassment or unnecessary delay), and the contentions have evidentiary support. The arbitrator or Arbitration Provider may require the amendment of any Demand or counterclaim that fails to satisfy these identification and verification requirements.

The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator also shall be empowered to impose sanctions in accordance with the Arbitration Provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith (under the standards set forth in Federal Rule of Civil Procedure 11), as well as for a party’s failure to comply with this Arbitration Agreement. Subject to the applicable rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. You and Manifest Global agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then only subject to the condition that they agree to keep all materials confidential.

  1. Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the applicable arbitration provider rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief awarded, if any, must be consistent with the terms of Section 19 (“Release, Indemnification, and Limitation on Liability”) as to the types and the amounts of damages or other relief for which a party may be held liable. No individual arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

  1. Fees

Unless otherwise required by applicable law or this Agreement, the selected Arbitration Provider’s rules and procedures will govern the amount You and Manifest Global must pay for arbitration fees, including with respect to any fee waivers. However, if the arbitrator determines that Your claim(s) were frivolous or asserted in bad faith (under the standards of Federal Rule of Civil Procedure 11), You understand and agree that You may be required to reimburse Manifest Global for arbitration fees, including attorneys’ fees, that Manifest Global incurred to defend Your claim(s).

The parties further agree that the Arbitration Provider has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under its rules where it deems appropriate (including as specified in the Batch Arbitration provisions), provided that such modification does not increase the costs to You, and You waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by the Arbitration Provider does not constitute a default, waiver, or breach of this section while such challenge remains pending before the Arbitration Provider, the arbitrator, and/or a court of competent jurisdiction.

You are responsible for Your own attorneys’ fees, unless the arbitration rules and/or applicable law provide otherwise. Manifest Global will not seek its attorneys’ fees and arbitration costs from You with respect to claims that You file, unless the arbitrator determines that Your claim is frivolous or that You have engaged in conduct considered sanctionable under either the Arbitration Provider’s rules or Federal Rule of Civil Procedure 11. Manifest Global may seek attorneys’ fees as provided by these Terms, the Arbitration Provider’s rules, and/or applicable law for claims it pursues against You.

  1. Time to File

Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

Notwithstanding the foregoing, if Your demand for arbitration is subject to the Initial Dispute Resolution process (Section 21.a) or is included in a Mass Filing subject to the Batch Arbitration protocols (Section 21.b.i), any statute of limitation applicable to Your claims will remain tolled until Your demand for arbitration is decided, withdrawn, or settled, or until the informal process has concluded.

  1. Exceptions to Arbitration – Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).

Either party may also elect to have disputes or claims resolved in a small claims court that are within the scope of that court’s jurisdiction regardless of what forum the filing party initially chose. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

Either party may elect to have disputes regarding whether a complaining party has satisfied the Initial Dispute Resolution procedures set forth in Section 21.a resolved by a court as a precursor to arbitration.

  1. Choice of Law/Venue

Subject to the Federal Arbitration Act (“FAA”) and the provisions of Section 21.b.ii, the Terms and the relationship between You and Manifest Global shall be governed by the laws of the [State of New York] without regard to conflict of law provisions. You further agree that solely to the extent any Dispute is not resolved under the arbitration agreement—to include any arbitration-related litigation such as a motion to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on an award entered by an arbitrator—it must be resolved exclusively by a court of competent jurisdiction, federal or state (including small claims court), located in New York County, New York, and no other court. You consent to the exercise of personal jurisdiction over You by such courts. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

  1. 30-Day Right to Opt Out

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice, signed by you, of your decision to opt out to the following address: Manifest Global Inc., Attn: Legal, 169 Madison Avenue STE 38232 New York, NY, 10016, or by email to support@sway.xyz. The notice must be sent within thirty (30) days of the date these Terms of Service became effective or your first use of the Service, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Manifest Global also will not be bound by them. Any opt-out notice will be effective only if you sent it yourself, on an individual basis, and opt-out notices from any third party purporting to act on your behalf will have no effect on your or Manifest Global’s rights. If you opt out of a new arbitration clause, the prior version of the arbitration clause will continue to govern any disputes between you and Manifest Global, unless you had opted out of that prior version as well. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and Manifest Global.

  1. Changes to this section

Manifest Global will provide thirty (30) days’ notice of any material changes to this Dispute Resolution section. Changes will apply to all Demands not yet filed. If you continue to use the Services after the 30th day, or you affirmatively accept the changes sooner after having been provided notice, you agree that any unfiled Demands are subject to the revised clause. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will still apply to claims not yet filed. If Manifest Global changes this Arbitration Agreement after the date you first accepted this Agreement (or accepted any subsequent changes), you agree that your continued use of the Services thirty (30) days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in the 30-Day Right to Opt Out section (Section 21.e).

  1. Electronic Notifications

You consent to receive all communications, including notices, disclosures, and legal documents, from Manifest Global electronically via the Services or the email address associated with your account. You agree that such electronic communications satisfy any legal requirement that they be in writing. Specifically, You agree that Manifest Global may serve any Notice of Dispute, Demand for Arbitration, or other legal process via email or U.S. mail, and You hereby waive any jurisdictional or venue defenses regarding this method of service. You are responsible for maintaining an active, current email address and for storing these communications for your records.

  1. Your Feedback to Us

If you choose to provide Manifest Global with any feedback, comments, ideas, proposals, or suggestions regarding improving the Services (“Feedback”), you agree that Manifest Global shall own such Feedback. You hereby assign to Manifest Global all right, title, and interest in and to the Feedback. You agree that Manifest Global may use, disclose, reproduce, license, or otherwise distribute such Feedback without any restriction, obligation, or compensation to you.

  1. Third-Party Services and Links

The Services may contain links to third-party websites or services that are not owned or controlled by Manifest Global. You acknowledge that your use of third-party websites is at your own risk. Manifest Global assumes no responsibility for the content, privacy policies, or practices of any third-party websites. Your interactions with these providers are solely between you and the third party. For specific terms regarding third-party Wallets and Fitness Data Providers, please refer to Section 4 and Section 5 of these Terms respectively.

  1. General Terms

  1. Entire Agreement

These Terms of Service (and any additional terms, rules, and conditions of participation in particular Challenges that Manifest Global may post on the Services) constitute the entire agreement between you and Manifest Global with respect to the Services and supersede any prior agreements, oral or written. In the event of a conflict between these Terms of Service and the additional Rules, the Rules will prevail over the Terms of Service to the extent of the conflict.

  1. Severability

Except as provided in the Class Action Waiver (Section 21.b.ii), if any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect. As specified in Section 21.b.ii, if a final judicial determination finds that the class action waiver is unenforceable as to a particular remedy, that remedy shall be severed and stayed in court, but shall not invalidate the remainder of the arbitration agreement

  1. Waiver

The failure to exercise a right or to require performance of an obligation under these Terms of Service shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

  1. Section Titles

The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

  1. Contact Us

If you have any questions about these Terms of Service, you can contact us by email at support@sway.xyz.