Terms of Service

Last updated: 21 October 2026

1. Acceptance of Terms

These Terms of Service form a binding legal agreement between you ("you", "User") and Swarming Labs LTD ("Sparkling", "we", "us"), governing your access to and use of the Sparkling website accessible at sparkling.nz, the Sparkling Telegram assistant, and any associated applications or services (collectively, the "Service").

By accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.

2. Definitions

• "Agent" means an automated rule-based strategy you configure within the Service to monitor markets and propose Transactions for your approval.
• "Custodial Wallet" means the digital asset wallet provisioned for you by our Wallet partner, holding cryptographic keys on your behalf.
• "Digital Asset" means any cryptocurrency, token, or other blockchain-based asset that the Service supports.
• "Transaction" means any swap, perpetual position, prediction-market position, transfer, or other on-chain action initiated through the Service.
• "User Content" means any data, instructions, configurations, or other content you submit through the Service.

3. Eligibility

By using the Service, you represent and warrant that:

1. You are at least 18 years of age and have the legal capacity to enter into these Terms.
2. You are not a "Restricted Person" and are not located in a "Restricted Jurisdiction" (e.g., countries subject to comprehensive sanctions).
3. Your use of the Service complies with all laws applicable to you, including New Zealand laws.
4. You have not been previously suspended or removed from the Service.
5. If you are acting on behalf of an entity, you have the authority to bind that entity to these Terms.

4. Account Registration and Security

To use the Service, you must have an active Telegram account, provide a valid email address for wallet recovery, and accept these Terms. You are responsible for maintaining the security and confidentiality of your Telegram account and recovery email, including enabling two-factor authentication. We are not liable for losses arising from unauthorised access to your account where the underlying cause is your failure to secure your credentials or devices.

5. The Service

Sparkling is a software interface that allows you to request quotes, execute swaps, and manage positions. Sparkling is not a bank, broker-dealer, investment adviser, money transmitter, or custodian. All Transactions require your explicit confirmation. Agents do not execute Transactions without your approval.

Certain features, including perpetual futures and prediction markets, may be unavailable in your jurisdiction or to you specifically based on regulatory restrictions. We may restrict, suspend, or modify feature availability at any time without liability.

6. Custodial Wallet

The Custodial Wallet is provided by our Wallet partner (Wallet by Telegram). The Wallet partner, not Sparkling, holds the cryptographic keys associated with your wallet. The Custodial Wallet is not a self-custody wallet in the traditional sense; you do not receive seed phrases or direct private-key access. Digital Assets held in the Custodial Wallet are not insured by any government deposit insurance program.

7. Risk Disclosures

You acknowledge and accept the following risks before using the Service:

• Market Risk: Digital Asset prices are highly volatile. You may lose some or all of your funds.
• Leverage and Liquidation Risk: Perpetual futures use leverage. Positions may be liquidated in full if the market moves against you, including during brief volatility spikes.
• Smart Contract Risk: Transactions interact with smart contracts on public blockchains that may contain bugs, vulnerabilities, or design flaws.
• Regulatory Risk: The legal status of Digital Assets and decentralised finance is uncertain and evolving. Changes in law may restrict your access or impose tax obligations.
• Technology Risk: Disruption, outage, or compromise of Telegram, public blockchains, or third-party APIs may prevent you from accessing the Service.
• Slippage, Gas, and Pricing Risk: Quoted prices are estimates. Network ("gas") fees are paid by you and are non-refundable, including for Transactions that fail to execute.
• Irreversibility: On-chain Transactions are irreversible once broadcast and confirmed. We cannot recover funds sent to incorrect addresses.
• No Investment Advice: The Service does not provide investment, financial, legal, tax, or accounting advice. You are solely responsible for evaluating the merits and risks of any Transaction.

8. User Obligations

You agree to comply with all applicable laws and regulations. You will not:

• Engage in market manipulation of any kind, including wash trading, spoofing, or pump-and-dump schemes.
• Launder proceeds of crime, finance terrorism, or facilitate financial crime.
• Circumvent geographic restrictions, IP-based access controls, or KYC requirements (including via VPN or false identification).
• Attempt to gain unauthorised access to the Service, other users' accounts, or our systems.
• Probe, scan, scrape, reverse-engineer, decompile, or otherwise extract source code or data from the Service.
• Resell, sublicense, white-label, or commercially exploit the Service without our prior written agreement.

9. Compliance (KYC, AML, and Sanctions)

We may require identity verification ("KYC") at account creation, before access to specific features, or in response to specific Transactions. We screen Users and Transactions against sanctions lists maintained by the United States Office of Foreign Assets Control (OFAC), the United Nations, and other applicable authorities. We may block, freeze, or report Transactions involving sanctioned persons, entities, or jurisdictions, as required by law.

10. Taxes

You are solely responsible for determining what taxes apply to your Transactions and for reporting and paying those taxes to the relevant tax authorities (e.g., the Inland Revenue Department in New Zealand). Sparkling does not provide tax advice.

11. Fees

We charge fees for using the Service. Applicable fees are displayed in each quote before you confirm a Transaction. Network fees (gas) required to process Transactions on the underlying blockchain are paid by you and passed through at cost. Network fees are non-refundable.

12. Intellectual Property

The Service, including all software, designs, text, and logos, is owned by Swarming Labs LTD or our licensors. We grant you a limited, non-exclusive, non-transferable licence to access and use the Service for your personal, non-commercial use. You retain ownership of User Content, but grant us a licence to use it solely as necessary to operate the Service.

13. Third-Party Services

The Service integrates with and provides links to third-party services, including the Custodial Wallet, settlement layers, and liquidity providers. We are not responsible for the content, accuracy, availability, terms, or practices of any third-party service.

14. Suspension and Termination

We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, if we believe you have violated these Terms, violated any law, or if we are required to do so by law, court order, or regulatory directive. On termination, we will provide you with a reasonable opportunity to withdraw Digital Assets from your Custodial Wallet, subject to legal restrictions.

15. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUSES OR OTHER HARMFUL CODE.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWARMING LABS LTD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR TRADING LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE.

New Zealand Consumers: Nothing in these Terms limits, excludes, or modifies any rights or remedies you may have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other New Zealand legislation, which cannot be excluded, restricted, or modified by agreement.

17. Indemnification

You agree to indemnify, defend, and hold harmless Swarming Labs LTD and its affiliates, officers, directors, employees, and agents from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of or related to your use of the Service, your User Content, or your violation of these Terms or applicable law.

18. Dispute Resolution

Before filing any formal claim, you agree to first contact us and attempt to resolve the dispute informally for at least 30 days. If informal resolution fails, any dispute arising out of or relating to these Terms shall be resolved by final and binding arbitration. You and Sparkling agree that disputes shall be resolved only on an individual basis (Class Action Waiver). Either party may bring an action in court for injunctive relief or small-claims court matters within jurisdictional limits.

19. Governing Law

These Terms are governed by and construed in accordance with the laws of the British Virgin Islands. However, if you are a consumer residing in New Zealand, you may be entitled to bring proceedings in New Zealand courts under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, and nothing in these Terms shall be construed to limit those statutory rights.

20. Modifications to the Terms

We may modify these Terms from time to time. Material changes will be notified at least 30 days before they take effect, via in-app notification or email. Continued use of the Service after the effective date constitutes acceptance of the modified Terms.

21. Force Majeure

We are not liable for failure or delay in performing our obligations under these Terms when the failure or delay is caused by circumstances beyond our reasonable control, including acts of God, war, pandemic, government action, labour disputes, internet or telecommunication failures, or blockchain network failures.

22. Contact

For questions about these Terms, please contact us:

Postal address:
Swarming Labs LTD
Intershore Chambers, Road Town, Tortola, British Virgin Islands