Merchant Terms of Use (Swapped Connect)
These Terms of Use create a legally binding agreement between you (the “Merchant”) and Swappedcom Inc. (hereinafter referred to as “Swapped,” “we,” “us,” or “our”), a company incorporated in Delaware, under EIN Number: 38-4342884, with a registered address at 100 Summer Street, Suite 1600, Boston, Massachusetts, 02110, governing the Merchant’s use of Swapped Connect, including its widget, API, and any other support services tied to the Merchant’s integration.
Swapped offers Swapped Connect, which the Merchant intends to integrate into its Website(s) to facilitate cryptocurrency transactions for its customers.
In these Terms of Use, “Swapped” refers to Swappedcom Inc., as well as its owners, directors, officers, employees, agents, affiliates, and any third-party service providers it relies on, unless otherwise indicated herein.
By checking the acceptance box during onboarding or using Swapped Connect, you agree to be bound by these Terms, our Privacy Policy, and any other policies or notices we publish from time to time. Unless specifically indicated otherwise, any change will take effect immediately when the revised Agreement is posted. Your use of the Services after the effective date of a change to this Agreement means you have read and accepted these changes.
Acceptance of Terms (Click-Wrap).
By requesting, activating, or using an API key, accessing the Swapped Merchant Dashboard, or otherwise using Swapped Connect, the Merchant acknowledges that it has read, understood, and agrees to be bound by these Terms. If the Merchant does not agree to these Terms, it must not request or use an API key or access Swapped Connect. The Merchant’s click-through acceptance during the API key request process constitutes a legally binding agreement between the Merchant and Swapped.
If you do not agree to these Terms of Use, do not proceed with onboarding or use Swapped Connect.
1. Definitions
In these Terms of Use, capitalized terms shall have the following meaning:
1.1. AML/CTF Laws: Refers to applicable United States laws and regulations related to anti-money laundering and counter-terrorist financing, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, and regulations enforced by the Financial Crimes Enforcement Network (FinCEN), to which Swapped Connect, offered by Swappedcom Inc. (a U.S. entity), is subject. Merchants are solely responsible for compliance with all applicable AML/CTF laws in their jurisdictions, including verifying Clients, monitoring transactions, and reporting suspicious activities.
1.2. Client: A client or customer of the Merchant.
1.3. Confidential Information: Any non-public business, financial, client, intellectual property, or operational data, whether oral or recorded, including documents marked “Confidential” or “Secret,” and any information explicitly designated or reasonably understood as confidential under this Agreement.
1.4. Due Diligence: The investigation or level of care that a reasonable business is expected to exercise before entering into an agreement or transaction.
1.5. Fiat Currency: Government-issued currency designated as legal tender in the United States or another recognized country.
1.6. Funds: Collectively, Fiat Currency and Virtual Currency.
1.7. Digital Asset/Virtual Currency: A value represented in digital form, transferable via blockchain, not issued by a government, and accepted by parties as a form of exchange (e.g., Bitcoin, USDT).
1.8. Privacy Laws: All applicable laws and regulations relating to privacy, confidentiality, collection, storage, security, data protection, use, or disclosure of Personal Data, including but not limited to the General Data Protection Regulation (GDPR) and applicable U.S. privacy laws.
1.9. Personal Data: Any information identifying a natural person, directly or indirectly, including but not limited to name, ID number, location data, online identifiers, or attributes related to their identity (physical, genetic, mental, economic, cultural, or social).
1.10. Product: Swapped Connect, the middleware API and widget offered solely by Swappedcom Inc. (a U.S. entity) that facilitates cryptocurrency deposits directly from Clients’ wallets or exchange accounts to the Merchant’s wallets/platforms, without Swapped taking custody of cryptocurrency at any time.
1.11. Provider Website: https://swapped.com/.
1.12. Services: The Swapped Connect middleware services provided to the Merchant under these Terms, including its widget, API, and related support services tied to the Merchant’s integration.
1.13. Site: The official Swapped.com website and related subdomains used to provide Swapped Connect to Merchants.
1.14. Transaction: The transfer of Virtual Currency from a Client’s wallet or exchange account to the Merchant’s wallet using Swapped Connect.
1.15. Transaction Fee: The fee payable by the Merchant to Swapped for the use of Swapped Connect, calculated as a percentage of the Merchant’s transaction volume over a specified period and charged monthly after the end of each month.
1.16. Wallet: A blockchain address controlled by the Merchant for receiving Virtual Currency deposits from Clients via Swapped Connect.
1.17. Website: Website means any website, wallet, or platform owned or controlled by the Merchant on which Swapped Connect is integrated to facilitate cryptocurrency deposits from Clients.
1.18. Widget: The stand-alone Swapped Connect widget provided by Swapped to enable Clients to initiate cryptocurrency deposits directly to the Merchant’s wallet.
1.19. Merchant Dashboard: The online interface provided by Swapped to Merchants for managing Swapped Connect integration, viewing transactions, and accessing fee schedules and relevant settings.
1.20. Transaction Volume: The total value of cryptocurrency deposited by Clients to the Merchant via Swapped Connect within a specified period, used for calculating applicable Transaction Fees.
1.21. Third Party: Any entity or individual other than Swapped or the Merchant, unless stated otherwise.
1.22. Where the context requires, words denoting the singular shall include the plural and vice versa.
2. Entity and Service Scope
2.1. The Product and related Services provided under these Terms are offered exclusively by Swappedcom Inc., a corporation organized under the laws of Delaware, United States.
2.2. Swappedcom Inc.’s legal and contact details are:
EIN Number: 38-4342884
100 Summer Street, Suite 1600
Boston, Massachusetts, 02110, United States
2.3. Swappedcom Inc. provides the Swapped Connect Product to the Merchant, allowing the Merchant to integrate Swapped Connect on its Website, wallet, or platform to facilitate cryptocurrency deposit transactions from the Merchant’s Clients (the “Services”).
2.4. Swapped Connect allows Merchants that already offer cryptocurrency services to make it easier for their Clients to deposit Virtual Currency directly to the Merchant by enabling Clients to connect their cryptocurrency exchanges or wallets and authorize transactions to the Merchant.
2.5. Cryptocurrency is sent directly from the Client’s cryptocurrency exchange account or wallet to the Merchant’s designated wallet or platform. Swapped never takes custody of or controls the cryptocurrency at any point and acts solely as middleware to facilitate these transactions.
2.6. Transaction Finality: Due to the nature of Virtual Currency and blockchain networks, once a transaction is initiated and broadcast to the network, it cannot be reversed, re-entered, or redirected to a different wallet address. The Merchant acknowledges and agrees that it is solely responsible for ensuring the accuracy of wallet addresses provided for receiving Client deposits via Swapped Connect. Swapped has no responsibility or liability for transactions sent to incorrect or inaccessible wallet addresses provided by the Merchant.
3. Compliance
3.1. The Merchant is solely responsible for complying with all applicable KYC (Know Your Customer), AML (Anti-Money Laundering), CTF (Counter-Terrorist Financing), sanctions, and anti-fraud obligations under applicable laws in its jurisdiction, including verifying the identity of Clients, monitoring transactions, and reporting suspicious activities.
3.2. The Provider does not assume responsibility for the Merchant’s compliance with these obligations and does not perform KYC, AML, or CTF checks on the Merchant’s Clients in connection with Swapped Connect.
4. Eligibility and Compliance
4.1. To use Swapped Connect, the Merchant must:
4.1.1 Be duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization;
4.1.2 Ensure that the individual accepting these Terms on behalf of the Merchant has the legal authority to bind the Merchant to these Terms;
4.1.3 Not be subject to U.S. sanctions or prohibited from receiving services from U.S. entities under applicable U.S. law.
4.2. By using Swapped Connect, the Merchant represents and warrants that it meets the above conditions. Swapped may, in its sole discretion, suspend or terminate the Merchant’s access to Swapped Connect if it suspects non-compliance with these eligibility requirements.
5. Merchant Verification
5.1. Merchant Application
To use Swapped Connect, the Merchant must pass Know-Your-Business (KYB) verification and Due Diligence procedures conducted by Swapped.
5.2. Required Information
Prior to integrating Swapped Connect, the Merchant will provide Swapped with the following information:
a) Merchant name;
b) Physical address of the Merchant;
c) Names of the ultimate beneficial owners of the Merchant;
d) Source of funds of the Merchant and its ultimate beneficial owners.
The Merchant must provide accurate information and notify Swapped of any changes within ten (10) business days.
5.3. Additional Verification and Reviews
Swapped may request additional information from the Merchant or third parties (e.g., credit bureaus) to verify identity and assess business risk. Failure to provide accurate and complete information may result in suspension or termination of access to Swapped Connect (i.e., Swapped may disable the Merchant’s API key, suspend widget functionality, or otherwise restrict the Merchant’s ability to use Swapped Connect).
5.4. Industry-Specific Verification
For certain higher-risk industries, Swapped may require additional verification or documentation before enabling Swapped Connect for the Merchant. Swapped Connect will not be activated until all necessary checks and documentation reviews are completed in accordance with applicable laws.
5.4A.Swapped does not support Merchants operating in prohibited industries, including unlicensed gambling, adult entertainment, forex trading, weapons, cannabis, pharmaceuticals, and other industries restricted under Swapped’s policies.
5.5. Ongoing Compliance
Swapped may request updated Merchant information periodically, including but not limited to every six (6) months, to ensure continued compliance with applicable laws and Swapped’s internal policies. The Merchant agrees to comply with all reasonable compliance requests, including providing updated due diligence and transaction-related details, to continue using Swapped Connect.
5.6. Regulatory Compliance
As a U.S. entity, Swapped complies with applicable U.S. anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions laws, including verifying Merchant identities, monitoring transactions, maintaining records five (5) years post-termination, and reporting as required by law.
6. Client Verification
6.1. Merchant Responsibility
The Merchant is solely responsible for verifying its Clients in accordance with all applicable laws, including performing age and identity verification where required.
6.2. No Liability of Swapped
Swapped is not liable for the Merchant’s failure to verify Clients or comply with applicable KYC, AML, CTF, or sanctions obligations related to Clients using Swapped Connect.
6.3.Cooperation with Lawful Requests
The Merchant agrees to cooperate in good faith with Swapped in the event of any lawful request or regulatory inquiry directly related to the use of Swapped Connect, to the extent applicable and permitted under applicable data protection and privacy laws. For clarity, Swapped does not require or request the Client's personal data in the ordinary operation of Swapped Connect.
7. Privacy
7.1. Each Party shall comply with all applicable Privacy Laws in connection with its collection, use, disclosure, storage, and processing of Personal Data under these Terms.
7.2. Each Party agrees to collect, use, and disclose Personal Data only as necessary to perform its obligations under these Terms and as required by applicable law.
7.3. Each Party is responsible for obtaining all necessary consents and providing all required notices to data subjects regarding the collection and use of their Personal Data in connection with these Terms.
7.4. Each Party shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage, including ensuring that any personnel authorized to process Personal Data are bound by confidentiality obligations.
7.5. Each Party agrees to promptly inform the other Party of any complaints, requests, or investigations received from data subjects or regulatory authorities relating to Personal Data under these Terms and to cooperate in good faith to resolve such matters in compliance with applicable Privacy Laws.
7.6. Swapped will retain Personal Data collected from the Merchant in connection with Swapped Connect for a minimum period of five (5) years following the termination of these Terms or as otherwise required under applicable law.
7.7. Swapped’s collection, use, and handling of Personal Data in connection with Swapped Connect are further governed by Swapped’s Privacy Policy, available at https://swapped.com/legal/privacy-policy, which is incorporated into these Terms by reference. By using Swapped Connect, the Merchant acknowledges and agrees to the terms of Swapped’s Privacy Policy.
8. Data Breach and Loss of Data
8.1. Notification of Data Incidents
Without limiting Section 7 (Privacy), each Party shall promptly notify the other Party upon becoming aware of or suspecting:
8.1.1. A breach of obligations under these Terms or applicable Privacy Laws;
8.1.2. Unauthorized access to or disclosure of Personal Data; or
8.1.3. Loss, destruction, or corruption of Personal Data (each, a “Data Incident”).
8.2. Actions Following a Data Incident
If:
8.2.1. A Party becomes aware of, or suspects, that a Data Incident has occurred; or
8.2.2. One Party has notified the other Party of a Data Incident under Section 8.1,
then the Party that experienced the Data Incident shall:
8.2.3. Promptly disclose relevant details of the Data Incident and cooperate in any related investigation;
8.2.4. Consult with the other Party before notifying regulators, data subjects, or other third parties if required, unless prohibited by applicable law; and
8.2.5. Take reasonable steps to mitigate the effects of the Data Incident.
8.3. Each Party shall, at its own expense, take reasonable steps to restore any Personal Data that is lost, destroyed, or corrupted as a result of a Data Incident for which it is responsible.
9. General Workflow
9.1. Swapped may grant the Merchant access to a test environment with limited functionality, including test API keys, for testing and integration purposes.
9.2. Integration Support
Swapped agrees to assist the Merchant in integrating Swapped Connect with the Merchant’s Website(s) and platform(s), including by:
(a) Providing training materials and documentation;
(b) Responding promptly to integration-related inquiries and support requests and addressing issues related to the integration, including technical glitches, errors, or disruptions;
(c) Assigning technical support personnel during business hours and providing support for any custom or tailored solutions required for integration;
(d) Conducting testing and quality assurance prior to launch, including providing feedback and addressing issues identified;
(e) Monitoring post-integration performance and assisting with stability improvements;
(f) Establishing escalation procedures for unresolved technical issues.
9.3 Integration Maintenance Obligations
The Merchant agrees to maintain its Swapped Connect integration using the current and supported versions of Swapped’s SDKs, APIs, and documentation, and to implement updates provided by Swapped within a reasonable time to ensure ongoing compatibility and security. Swapped reserves the right to require the Merchant to perform updates, adjustments, or security reviews of its integration to address potential vulnerabilities, security concerns, or compliance requirements. Swapped may suspend or restrict access to Swapped Connect if the Merchant fails to implement required updates that materially impact the security or functionality of the integration.
9.4. Limitation of Liability for Integration
Swapped will use commercially reasonable efforts to assist the Merchant in integrating Swapped Connect and addressing integration-related issues. Swapped’s liability for any losses, damages, or liabilities incurred due to integration failures shall be limited to direct damages only and shall not exceed the total fees paid by the Merchant to Swapped for the Services in the three (3) months preceding the event giving rise to the claim, except where such losses result directly from Swapped’s gross negligence or willful misconduct. Swapped shall not be liable for any losses resulting from the Merchant’s error, negligence, or misconduct.
10. Representations and Warranties
Swapped represents and warrants to the Merchant that:
10.1.1. Swapped Connect will function substantially in accordance with its published specifications during the term of these Terms.
10.1.2. Swapped has the legal right to license and provide access to Swapped Connect to the Merchant without infringing the intellectual property rights of any third party.
10.1.3. Swapped Connect includes reasonable security measures, including but not limited to encryption, secure transmission protocols, and access controls appropriate to the nature of the data processed.
10.1.4. Swapped will use commercially reasonable efforts to maintain the availability of Swapped Connect and will provide advance notice of planned maintenance where practicable.
10.1.5. Swapped will respond to Merchant support inquiries within a reasonable timeframe via agreed support channels.
10.1.6. Swapped Connect, including any software or code provided to the Merchant, will be free from viruses, malware, or other harmful code designed to adversely affect the Merchant’s systems or Clients.
10.1.7.Swapped will provide reasonable support, updates, patches, and bug fixes for Swapped Connect during the term of these Terms.
10.1.8. Swapped Connect and the Services provided under these Terms will comply with applicable laws in the jurisdictions in which Swapped operates.
10.2. Swapped shall indemnify and hold harmless the Merchant from and against any direct claims, losses, or damages arising solely from Swapped’s breach of the warranties set out in Section 10.1, subject to the limitations of liability in these Terms.
10.3 Risk Disclosures: The Merchant acknowledges that transactions involving digital assets are inherently volatile and irreversible. Swapped does not provide investment, legal, or tax advice, and the Merchant is solely responsible for assessing the risks of any transaction processed using Swapped Connect. Swapped is not responsible for fluctuations in digital asset values, network congestion, or delays inherent in blockchain networks.
11. Regulatory Compliance, Prohibited, and Restricted Activities
11.1. Regulatory Compliance
11.1.1. Swapped Connect, operated by Swappedcom Inc. (a U.S. entity), is subject to applicable U.S. sanctions laws and regulations, including but not limited to those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). The Merchant acknowledges that Swapped may restrict or terminate access to Swapped Connect if required to comply with applicable sanctions or legal obligations.
11.1.2. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization;
(b) It has all necessary authority, licenses, permits, and registrations to execute, deliver, and perform its obligations under these Terms;
(c) These Terms are duly authorized and executed and do not require further approvals to be binding and enforceable.
11.2. Prohibited Activities
The Merchant agrees that it will not use Swapped Connect for, or in connection with, any of the following prohibited activities:
(a) Sales of narcotics, research chemicals, or controlled substances;
(b) Sales of physical cash or cash equivalents;
(c) Items infringing or violating intellectual property rights (copyrights, trademarks, trade secrets, patents);
(d) Ammunition, firearms, explosives (including fireworks), or weapons regulated under applicable law;
(e) Transactions involving the Personal Data of third parties in violation of applicable law;
(f) Pyramid schemes, Ponzi schemes, or similar “get rich quick” schemes;
(g) Transactions related to cloud-mining services;
(h) Credit repair or debt settlement services;
(i) Sales of archaeological findings, body parts, or human remains;
(j) Sales of protected animals or plants;
(k) Child sexual content, exploitation, or bestiality;
(l) Prostitution or illegal sexual services.
11.3 Restricted Activities
The Merchant agrees that it will not use Swapped Connect for the following activities without Swapped’s prior written authorization, which may be granted or withheld in Swapped’s sole discretion and may require additional documentation and approval:
(a) Foreign exchange, financial instruments, money services, or e-wallet businesses;
(c) Adult content services;
(d) Sales of virtual currency mining hardware;
(e) Transactions involving annuities, lottery contracts, lay-away systems, banking (including offshore banking), or investment-related products.
11.4 Prohibited Use Obligations
The Merchant agrees not to use Swapped Connect to engage in any of the following activities (“Prohibited Uses”):
(a) Unlawful Activity: Violating, or assisting in violating, any applicable law, regulation, or sanctions program, including U.S. OFAC regulations, or using Swapped Connect for unlawful materials or proceeds.
(b) Abusive Activity: Interfering with, disrupting, or overloading Swapped’s systems; transmitting malware or harmful code; unauthorized access to Swapped Connect or related systems; scraping or mining data from Swapped Connect.
(c) Abuse of Others: Engaging in harassment, threats, stalking, defamation, extortion, or infringement of others' rights, including privacy and intellectual property rights.
(d) Fraud: Providing false, inaccurate, or misleading information; defrauding Swapped or third parties.
(e) Unlawful Gambling: Using Swapped Connect for illegal lotteries, betting, or unlicensed gambling activities.
(f) Intellectual Property Infringement: Transacting in or facilitating transactions involving infringing goods or services; using Swapped’s brand without authorization.
(g) Forbidden Items: Transacting in narcotics, controlled substances, drug paraphernalia, stolen goods, or any materials promoting illegal activity.
(h) Other Unacceptable Activities: Supporting pyramid or Ponzi schemes, unlicensed financial services, bribery, corruption, or other activities violating applicable laws.
Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Connect if it determines, in its sole discretion, that the Merchant’s activity violates this section or applicable laws.
11.5 The Merchant agrees that using Swapped Connect to develop, offer, enhance, or resell any service that directly competes with Swapped Connect is strictly prohibited.
11.6 Export Control and Sanctions Compliance
The Merchant acknowledges that Swapped Connect is subject to applicable U.S. export control laws, economic sanctions, and trade embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, and other authorities. The Merchant represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to U.S. sanctions or embargoes, including but not limited to Iran, North Korea, Syria, Cuba, and the Crimea region. The Merchant agrees not to use Swapped Connect to engage in any activity that violates applicable export control or sanctions laws. Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Connect if it suspects a violation of these laws.
11.7 The Merchant is solely responsible for ensuring compliance with all applicable anti-money laundering (AML), counter-terrorist financing (CFT), sanctions, Travel Rule, and data protection laws in its jurisdiction, including conducting customer due diligence, transaction monitoring, and reporting. The Merchant is also responsible for obtaining and maintaining any licenses, registrations, or approvals required for its operations, including accepting cryptocurrency deposits using Swapped Connect. Swapped shall have no liability for the Merchant’s failure to comply with such obligations or for any claims, penalties, or regulatory actions arising from the Merchant’s non-compliance with applicable laws.
12. Swapped’s Rights and Service Availability
12.1. Right to Reject Merchant Application
Swapped reserves the right, in its sole discretion, to decline to approve or continue the Merchant’s access to Swapped Connect if Swapped reasonably believes that the Merchant’s use of Swapped Connect violates these Terms or applicable law, or would expose Swapped, the Merchant, other merchants, Clients, or any third parties to harm, liability, or reputational damage.
12.2. Service Availability and Maintenance
12.2.1. Swapped will use commercially reasonable efforts to maintain the availability of Swapped Connect and to ensure its secure and efficient operation.
12.2.2. Swapped reserves the right to temporarily suspend or limit access to Swapped Connect, in whole or in part, for the following purposes:
(a) Implementation of critical software or system updates;
(b) Application of critical security updates;
(c) Maintenance work on servers, wallets, or related infrastructure;
(d) Resolution of system crashes or operational incidents;
(e) Planned unavailability due to updates, improvements, or downtime of third-party software or services upon which Swapped Connect relies.
12.2.3. Swapped will use commercially reasonable efforts to notify the Merchant at least twenty-four (24) hours in advance of any planned downtime and will use reasonable efforts to minimize the duration and impact of such downtime. In the case of emergency maintenance or critical incidents, Swapped will notify the Merchant as soon as reasonably practicable.
12.3 The Merchant is solely responsible for ensuring that all API parameters provided to Swapped Connect, including destination wallet addresses and blockchain network selections, are accurate and compatible with the digital assets being transacted. Swapped shall not be liable for any loss of funds or failed transactions resulting from incorrect or incompatible wallet addresses, chain selections, or other API parameter errors provided by the Merchant.
13. Confidentiality
13.1. Each Party (“Receiving Party”) agrees to keep confidential and not disclose to any third party any non-public, proprietary, or confidential information (“Confidential Information”) received from the other Party (“Disclosing Party”) in connection with these Terms, except as necessary to fulfill its obligations under these Terms.
13.2. Permitted Disclosures: The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who need to know such information to fulfill the Receiving Party’s obligations under these Terms, provided they are bound by confidentiality obligations no less protective than those in these Terms. The Receiving Party remains liable for any unauthorized disclosure or misuse by those to whom it discloses Confidential Information.
13.3. Exceptions
The confidentiality obligations under this Section do not apply to information that the Receiving Party can demonstrate:
(a) Is or becomes publicly available through no breach of these Terms;
(b) Was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
(c) Is lawfully received from a third party without confidentiality restrictions; or
(d) Is required to be disclosed by law, regulation, court order, or regulatory authority, provided that, where legally permissible, the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective measures.
13.4. Each Party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and not for any other purpose, including competitive analysis or development of competing products.
14. Fees
14.1. Merchant Fees
14.1.1. The Merchant agrees to pay fees to Swapped for the use of Swapped Connect. Fees are percentage-based and calculated on the Merchant’s total transaction volume processed through Swapped Connect during the last 30 days at the time of each transaction. Fees vary based on the transaction volume the Merchant has processed in the last 30 days. Fees are charged monthly after the end of each month.
14.1.2. The applicable fee schedule is available to the Merchant in the Swapped Merchant Dashboard under Fees. Swapped will notify the Merchant of any changes to the fee schedule as soon as reasonably practicable.
14.2 Payment Terms and Late Fees
The Merchant shall pay all invoiced fees within seven (7) days of the invoice issuance date unless otherwise agreed in writing. Swapped reserves the right to suspend or restrict the Merchant’s access to Swapped Connect for non-payment of fees past due. Swapped may charge interest on overdue payments at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date payment is received in full. The Merchant shall also be responsible for all reasonable collection costs incurred by Swapped in recovering overdue amounts, including legal fees.
14.3 Taxation
The Merchant is solely responsible for determining, reporting, and paying any taxes, duties, or similar governmental assessments that may apply to the Merchant’s use of Swapped Connect in its jurisdiction. Swapped does not provide tax advice and is not responsible for any tax obligations of the Merchant.
14.3.1.All fees payable to Swapped are exclusive of any applicable value-added tax (VAT), goods and services tax (GST), sales tax, or similar indirect taxes, which will be payable by the Merchant in addition to the fees. The Merchant is responsible for ensuring that Swapped receives the full amount of the fees, without deduction or withholding for taxes, except as required by law.
15. Commencement and Termination
15.1. These Terms shall take effect from the Effective Date (the date the Merchant accepts these Terms) and shall remain in force until terminated in accordance with this Section 15.
15.2. Merchant’s Right to Terminate: The Merchant may terminate these Terms for convenience by providing Swapped with at least seven (7) days’ written notice. The Merchant remains responsible for completing all transactions initiated prior to the effective date of termination.
15.3. Swapped’s Right to Terminate: Swapped may terminate these Terms for convenience by providing the Merchant with at least seven (7) days’ written notice. Swapped will allow completion of all transactions initiated prior to the effective date of termination unless otherwise required by law or regulatory obligations.
15.4. Termination for Cause
Swapped may terminate these Terms immediately upon written notice if the Merchant:
15.4.1. Breaches any material provision of these Terms and fails to remedy the breach within a reasonable period after receiving notice;
15.4.2. Engages in prohibited activities under these Terms; or
15.4.3. Becomes subject to applicable sanctions, or Swapped determines that continuing to provide Services would expose it to legal, regulatory, or reputational risk.
15.5. Effect of Termination
Upon termination of these Terms:
15.5.1. The Merchant shall immediately cease using Swapped Connect;
15.5.2. All rights granted to the Merchant under these Terms, including licenses, shall terminate;
15.5.3. The Merchant agrees to remain bound by Section (Survival);
15.5.4. Swapped reserves the right (but has no obligation) to delete the Merchant’s information and account data stored on Swapped’s servers after a minimum retention period of five (5) years following collection, unless otherwise required by applicable law;
15.5.5. The Merchant waives any claim against Swapped for the termination of access or the deletion of account data following the applicable retention period.
16. Disclaimer of Warranties
Swapped Connect is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Swapped expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, system integration, data accuracy, and quiet enjoyment. Swapped does not guarantee that Swapped Connect will meet the Merchant’s requirements or that it will be uninterrupted, secure, timely, or error-free. Swapped does not warrant that any defects will be corrected. Swapped is not liable for any third-party products, services, or the Merchant’s interactions with third-party providers used in connection with Swapped Connect.
17. No Custody Disclaimer
Swapped Connect is a middleware service only and does not store, hold, or safeguard fiat currency or digital assets on behalf of Merchants or their customers at any time. Swapped is not a bank or financial institution and does not take custody of funds. Cryptocurrency is sent directly from the end-user’s wallet or exchange account to the Merchant’s designated wallet. The Merchant is solely responsible for ensuring that the wallet addresses provided for receiving cryptocurrency are correct, accessible, and compatible with the assets being sent. Swapped assumes no responsibility for any loss of funds resulting from incorrect wallet addresses, lost access to wallets or private keys, or wallets that are incompatible with the asset or blockchain used.
17A. E-SIGN Disclosure and Consent
The Merchant agrees that Swapped may provide all legally required disclosures, notices, agreements, transaction receipts, compliance notices, and other information related to the Merchant’s use of Swapped Connect electronically, including via email, the Merchant Dashboard, or postings on our website. All such communications will be considered “in writing.” The Merchant agrees to maintain a valid email address and internet access and to promptly update Swapped if its contact information changes. Your consent to electronic communications is provided in connection with transactions in interstate commerce and is governed by the Electronic Signatures in Global and National Commerce Act (E-SIGN Act). Swapped may modify or discontinue electronic communications and will provide notice as required by law.
18. Intellectual Property Rights
18.1 Ownership of Content. All content provided through Swapped Connect, including but not limited to software, code, documentation, graphics, logos, designs, and trademarks, is the exclusive property of Swapped or its licensors and is protected by applicable intellectual property laws, unless otherwise expressly stated.
18.2 Use Restrictions. The Merchant may not copy, modify, distribute, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of Swapped Connect or related materials without Swapped’s prior written consent, except as expressly permitted by these Terms or applicable law.
18.3 Trademarks. The trademarks, service marks, and logos of Swapped (“Swapped Marks”) are proprietary to Swapped. The Merchant may not use or display the Swapped Marks without Swapped’s prior written permission.
18.4 Feedback License. If the Merchant provides Swapped with any feedback or suggestions regarding Swapped Connect, Swapped may use, modify, and commercialize this feedback without any obligation or compensation to the Merchant.
18.5 Third-Party Intellectual Property. Swapped Connect may use or incorporate third-party materials subject to separate terms. Swapped does not claim ownership over such third-party materials.
18.6 Reporting IP Infringements. If the Merchant believes that its intellectual property rights are infringed by Swapped Connect, it should notify Swapped at [support@swapped.com] with sufficient information to allow Swapped to investigate and respond.
18.7 Enforcement. Swapped reserves the right to investigate suspected IP misuse or infringement and take appropriate actions, including suspension or termination of the Merchant’s access to Swapped Connect.
18.8 Reservation of Rights. All rights not expressly granted in these Terms are reserved by Swapped and its licensors.
18.9 Marketing and Publicity.
Unless the Merchant notifies Swapped in writing to the contrary, the Merchant grants Swapped a limited, non-exclusive, royalty-free license to use the Merchant’s name, logo, and website URL in Swapped’s marketing materials, presentations, and on the Swapped website to identify the Merchant as a user of Swapped Connect. Swapped may issue general public announcements or press releases indicating that the Merchant uses Swapped Connect without the Merchant’s prior approval. However, any public announcement or press release that includes details about the Merchant’s use of Swapped Connect beyond the fact of usage will require the Merchant’s prior approval of the wording, which will not be unreasonably withheld. Swapped will not disclose any confidential or proprietary information of the Merchant in such marketing activities without separate written consent.
19. Complaints and Dispute Resolution
19.1 If the Merchant is dissatisfied with Swapped Connect, the Merchant may submit a formal complaint by:
(a) Emailing: complaints@swapped.com
(b) Using the help center :
https://intercom.help/swappedcom/en/articles/10209786-how-to-make-a-complaint
19.2 Swapped will aim to respond to all complaints within thirty (30) business days and will work in good faith with the Merchant to resolve any issues.
19.3 If a complaint is not resolved to the Merchant’s satisfaction, the Merchant agrees to resolve disputes in accordance with the Dispute Resolution procedures outlined in Section 21 of these Terms.
20. Limitation of Liability
20.1 Provider Limitation of Liability. To the fullest extent permitted by law, Swapped, its officers, directors, employees, agents, partners, and service providers shall not be liable to the Merchant or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenues, lost data, business interruption, reputational harm, or other intangible losses, arising out of or relating to the Merchant’s use, inability to use, or unavailability of Swapped Connect, regardless of whether Swapped was advised of the possibility of such damages.
20.2 Swapped shall not be liable for any damages, losses, or claims arising from: (a) the malfunction, unexpected function, or unintended function of blockchain or cryptocurrency networks, including but not limited to forks, replay attacks, double-spend attacks, Sybil attacks, 51% attacks, governance disputes, changes in cryptography or consensus rules, mining difficulties, or cybersecurity breaches; (b) fluctuations or changes in the value of any digital asset; (c) delays or failures of blockchain networks; (d) sanctions-related restrictions or frozen funds; (e) force majeure events, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, internet outages, cyberattacks, strikes, or government actions; or (f) any failure, interruption, delay, or unavailability of external systems, blockchain networks, third-party services, or telecommunications systems.
20.3 Provided Swapped has complied with its obligations under these Terms, Swapped shall not be liable for any damage, loss, or injury caused by hacking, tampering, virus transmission, or unauthorized access or use of Swapped Connect, the Merchant’s account, or any related information.
20.4 In no event shall Swapped’s total cumulative liability arising out of or relating to these Terms or Swapped Connect exceed the total fees paid by the Merchant to Swapped for the use of Swapped Connect during the six (6) months immediately preceding the event giving rise to the claim, except in cases of Swapped’s proven gross negligence or willful misconduct as determined by a court of competent jurisdiction.
20.5 Merchant Limitation of Liability. To the fullest extent permitted by law, the Merchant shall not be liable to Swapped or any third party for indirect, incidental, special, consequential, exemplary, or punitive damages or any lost profits, lost revenues, lost data, or other intangible losses arising out of or relating to these Terms. The Merchant’s total liability for any damages arising in connection with these Terms shall not exceed the fees paid by the Merchant to Swapped for the use of Swapped Connect during the three (3) months immediately preceding the event giving rise to the claim, except in cases of the Merchant’s proven gross negligence or material breach of these Terms as determined by a court of competent jurisdiction.
20.6 These limitations apply regardless of the legal theory under which such liability is asserted, whether in contract, tort, negligence, warranty, strict liability, or otherwise, and even if Swapped or the Merchant has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not fully apply.
20A. Indemnification
20A.1 Merchant Indemnification. The Merchant agrees to indemnify, defend, and hold harmless Swapped, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) The Merchant’s breach of these Terms or any applicable law or regulation;
(b) The Merchant’s improper use of Swapped Connect;
(c) any claims arising from the Merchant’s products or services, including but not limited to claims of false advertising, product defects, personal injury, or property damage;
(d) any violation by the Merchant of the rights of a third party, including intellectual property or privacy rights.
20A.2 Swapped Indemnification. Swapped agrees to indemnify and hold harmless the Merchant from and against any direct claims, losses, or damages arising solely from Swapped’s proven breach of its representations and warranties under these Terms or Swapped’s proven gross negligence or willful misconduct, subject to the limitations set forth in Section 20.
20A.3 Procedures. The indemnified party will promptly notify the indemnifying party in writing of any claim subject to indemnification. The indemnifying party will control the defense and settlement of the claim, provided that any settlement that admits liability or imposes obligations on the indemnified party requires the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party will reasonably cooperate in the defense at the indemnifying party’s expense.
21. Dispute Resolution and Arbitration Agreement
21.1 Scope and Application. This Arbitration Agreement applies to all claims arising out of or relating to these Terms or Swapped Connect. The Federal Arbitration Act (FAA) governs, and threshold issues, including arbitrability, residency, venue, and applicable law, will be decided by the arbitrator.
21.2 Informal Dispute Resolution Requirement. Before initiating arbitration, the Merchant must provide written notice describing its claim and participate in a good-faith informal resolution call with Swapped within sixty (60) days.
21.3 Arbitration Procedure. If unresolved, arbitration will proceed with the American Arbitration Association (AAA) or JAMS under their commercial rules. The Merchant must provide notice of intent to arbitrate, including name, contact information, claim description, requested remedy, and a good-faith calculation of the amount in controversy. The arbitration will take place virtually or, if an in-person hearing is required, in Boston, Massachusetts, United States, and will be conducted in English.
21.4 Confidentiality. All arbitration proceedings, filings, and awards will remain confidential.
21.5 Waiver of Jury Trial. The Merchant waives any right to a jury trial for claims subject to this Arbitration Agreement.
21.6 Waiver of Class Actions. The Merchant agrees that claims shall proceed on an individual basis and waives the right to participate in class, collective, or representative actions.
21.7 Exceptions for Injunctive Relief. Either party may seek injunctive or equitable relief in court to protect intellectual property rights, confidential information, or rights requiring immediate relief, without arbitration.
21.8 Severability. If any portion of this Arbitration Agreement is found unenforceable, the remainder will remain in effect.
21.9 Limitation on Actions. Any claim must be brought within one (1) year after it arises, unless applicable law requires a longer period.
22. Governing Law and Jurisdiction
22.1 These Terms shall be governed by and construed under the laws of the State of Delaware, United States, without regard to its conflict of law principles.
22.2 To the extent any dispute is permitted to proceed in court (including claims for injunctive relief or if the arbitration agreement is held unenforceable), the Merchant agrees to submit to the exclusive jurisdiction of the state and federal courts located in Delaware, United States, and waives any objections based on venue or forum non conveniens.
23. General Provisions
23.1 Entire Agreement. These Terms, together with the Privacy Policy and any other referenced policies or agreements, constitute the entire agreement between the Merchant and Swapped regarding the use of Swapped Connect and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
23.2 Third-Party Content Disclaimer. The Merchant may access or view content or services provided by third parties, including links to third-party websites and services (“Third-Party Content”), while using Swapped Connect. Swapped does not control, endorse, or assume any responsibility for Third-Party Content, which may be inaccurate, misleading, incomplete, erroneous, offensive, or otherwise objectionable. The Merchant’s interactions with such third parties are solely between the Merchant and those third parties, and Swapped is not responsible or liable for any loss or damage incurred as a result of such dealings or use of Third-Party Content.
23.3 Assignment. The Merchant may not assign or transfer these Terms or any rights or obligations hereunder without Swapped’s prior written consent. Swapped may assign or transfer these Terms without restriction.
23.4 No Waiver. The failure by Swapped to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed in writing.
23.5 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.
23.6 Force Majeure. Swapped shall not be liable for any delays, failures, or interruptions in performance under these Terms resulting from acts beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, internet disruptions, regulatory changes, cyberattacks, or power failures.
23.7 Notices. The Merchant agrees that Swapped may provide all communications and notices required under these Terms electronically via the Merchant Dashboard, the Swapped Connect platform, or the Merchant’s registered email address.
23.8 Confidentiality. In connection with the Merchant’s use of Swapped Connect, the Merchant may obtain or otherwise become aware of confidential, proprietary, or sensitive information of Swapped (“Confidential Information”). The Merchant agrees to use such Confidential Information solely to exercise its rights or perform its obligations under these Terms, to hold such information in strict confidence, to take reasonable measures to protect it from unauthorized disclosure, and not to copy, reverse engineer, or remove proprietary markings from it. The Merchant may disclose Confidential Information to legal, governmental, or regulatory authorities if required by applicable law and will, where legally permissible, promptly notify Swapped of such disclosure.
23.9 Independent Contractors. The Merchant and Swapped are independent contractors, and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.
24. Modifications and Amendments
Swapped reserves the right to modify or amend these Terms at any time by posting the updated version on the Site or the Merchant Dashboard. Material changes will take effect fourteen (14) days after posting unless otherwise required by law or for changes related to security, compliance, or new features, which may take effect immediately upon posting. Non-material changes will take effect upon posting. Your continued use of Swapped Connect after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the modifications, your sole remedy is to stop using Swapped Connect.
These Terms of Use create a legally binding agreement between you (the “Merchant”) and Swappedcom Inc. (hereinafter referred to as “Swapped,” “we,” “us,” or “our”), a company incorporated in Delaware, under EIN Number: 38-4342884, with a registered address at 100 Summer Street, Suite 1600, Boston, Massachusetts, 02110, governing the Merchant’s use of Swapped Connect, including its widget, API, and any other support services tied to the Merchant’s integration.
Swapped offers Swapped Connect, which the Merchant intends to integrate into its Website(s) to facilitate cryptocurrency transactions for its customers.
In these Terms of Use, “Swapped” refers to Swappedcom Inc., as well as its owners, directors, officers, employees, agents, affiliates, and any third-party service providers it relies on, unless otherwise indicated herein.
By checking the acceptance box during onboarding or using Swapped Connect, you agree to be bound by these Terms, our Privacy Policy, and any other policies or notices we publish from time to time. Unless specifically indicated otherwise, any change will take effect immediately when the revised Agreement is posted. Your use of the Services after the effective date of a change to this Agreement means you have read and accepted these changes.
Acceptance of Terms (Click-Wrap).
By requesting, activating, or using an API key, accessing the Swapped Merchant Dashboard, or otherwise using Swapped Connect, the Merchant acknowledges that it has read, understood, and agrees to be bound by these Terms. If the Merchant does not agree to these Terms, it must not request or use an API key or access Swapped Connect. The Merchant’s click-through acceptance during the API key request process constitutes a legally binding agreement between the Merchant and Swapped.
If you do not agree to these Terms of Use, do not proceed with onboarding or use Swapped Connect.
1. Definitions
In these Terms of Use, capitalized terms shall have the following meaning:
1.1. AML/CTF Laws: Refers to applicable United States laws and regulations related to anti-money laundering and counter-terrorist financing, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, and regulations enforced by the Financial Crimes Enforcement Network (FinCEN), to which Swapped Connect, offered by Swappedcom Inc. (a U.S. entity), is subject. Merchants are solely responsible for compliance with all applicable AML/CTF laws in their jurisdictions, including verifying Clients, monitoring transactions, and reporting suspicious activities.
1.2. Client: A client or customer of the Merchant.
1.3. Confidential Information: Any non-public business, financial, client, intellectual property, or operational data, whether oral or recorded, including documents marked “Confidential” or “Secret,” and any information explicitly designated or reasonably understood as confidential under this Agreement.
1.4. Due Diligence: The investigation or level of care that a reasonable business is expected to exercise before entering into an agreement or transaction.
1.5. Fiat Currency: Government-issued currency designated as legal tender in the United States or another recognized country.
1.6. Funds: Collectively, Fiat Currency and Virtual Currency.
1.7. Digital Asset/Virtual Currency: A value represented in digital form, transferable via blockchain, not issued by a government, and accepted by parties as a form of exchange (e.g., Bitcoin, USDT).
1.8. Privacy Laws: All applicable laws and regulations relating to privacy, confidentiality, collection, storage, security, data protection, use, or disclosure of Personal Data, including but not limited to the General Data Protection Regulation (GDPR) and applicable U.S. privacy laws.
1.9. Personal Data: Any information identifying a natural person, directly or indirectly, including but not limited to name, ID number, location data, online identifiers, or attributes related to their identity (physical, genetic, mental, economic, cultural, or social).
1.10. Product: Swapped Connect, the middleware API and widget offered solely by Swappedcom Inc. (a U.S. entity) that facilitates cryptocurrency deposits directly from Clients’ wallets or exchange accounts to the Merchant’s wallets/platforms, without Swapped taking custody of cryptocurrency at any time.
1.11. Provider Website: https://swapped.com/.
1.12. Services: The Swapped Connect middleware services provided to the Merchant under these Terms, including its widget, API, and related support services tied to the Merchant’s integration.
1.13. Site: The official Swapped.com website and related subdomains used to provide Swapped Connect to Merchants.
1.14. Transaction: The transfer of Virtual Currency from a Client’s wallet or exchange account to the Merchant’s wallet using Swapped Connect.
1.15. Transaction Fee: The fee payable by the Merchant to Swapped for the use of Swapped Connect, calculated as a percentage of the Merchant’s transaction volume over a specified period and charged monthly after the end of each month.
1.16. Wallet: A blockchain address controlled by the Merchant for receiving Virtual Currency deposits from Clients via Swapped Connect.
1.17. Website: Website means any website, wallet, or platform owned or controlled by the Merchant on which Swapped Connect is integrated to facilitate cryptocurrency deposits from Clients.
1.18. Widget: The stand-alone Swapped Connect widget provided by Swapped to enable Clients to initiate cryptocurrency deposits directly to the Merchant’s wallet.
1.19. Merchant Dashboard: The online interface provided by Swapped to Merchants for managing Swapped Connect integration, viewing transactions, and accessing fee schedules and relevant settings.
1.20. Transaction Volume: The total value of cryptocurrency deposited by Clients to the Merchant via Swapped Connect within a specified period, used for calculating applicable Transaction Fees.
1.21. Third Party: Any entity or individual other than Swapped or the Merchant, unless stated otherwise.
1.22. Where the context requires, words denoting the singular shall include the plural and vice versa.
2. Entity and Service Scope
2.1. The Product and related Services provided under these Terms are offered exclusively by Swappedcom Inc., a corporation organized under the laws of Delaware, United States.
2.2. Swappedcom Inc.’s legal and contact details are:
EIN Number: 38-4342884
100 Summer Street, Suite 1600
Boston, Massachusetts, 02110, United States
2.3. Swappedcom Inc. provides the Swapped Connect Product to the Merchant, allowing the Merchant to integrate Swapped Connect on its Website, wallet, or platform to facilitate cryptocurrency deposit transactions from the Merchant’s Clients (the “Services”).
2.4. Swapped Connect allows Merchants that already offer cryptocurrency services to make it easier for their Clients to deposit Virtual Currency directly to the Merchant by enabling Clients to connect their cryptocurrency exchanges or wallets and authorize transactions to the Merchant.
2.5. Cryptocurrency is sent directly from the Client’s cryptocurrency exchange account or wallet to the Merchant’s designated wallet or platform. Swapped never takes custody of or controls the cryptocurrency at any point and acts solely as middleware to facilitate these transactions.
2.6. Transaction Finality: Due to the nature of Virtual Currency and blockchain networks, once a transaction is initiated and broadcast to the network, it cannot be reversed, re-entered, or redirected to a different wallet address. The Merchant acknowledges and agrees that it is solely responsible for ensuring the accuracy of wallet addresses provided for receiving Client deposits via Swapped Connect. Swapped has no responsibility or liability for transactions sent to incorrect or inaccessible wallet addresses provided by the Merchant.
3. Compliance
3.1. The Merchant is solely responsible for complying with all applicable KYC (Know Your Customer), AML (Anti-Money Laundering), CTF (Counter-Terrorist Financing), sanctions, and anti-fraud obligations under applicable laws in its jurisdiction, including verifying the identity of Clients, monitoring transactions, and reporting suspicious activities.
3.2. The Provider does not assume responsibility for the Merchant’s compliance with these obligations and does not perform KYC, AML, or CTF checks on the Merchant’s Clients in connection with Swapped Connect.
4. Eligibility and Compliance
4.1. To use Swapped Connect, the Merchant must:
4.1.1 Be duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization;
4.1.2 Ensure that the individual accepting these Terms on behalf of the Merchant has the legal authority to bind the Merchant to these Terms;
4.1.3 Not be subject to U.S. sanctions or prohibited from receiving services from U.S. entities under applicable U.S. law.
4.2. By using Swapped Connect, the Merchant represents and warrants that it meets the above conditions. Swapped may, in its sole discretion, suspend or terminate the Merchant’s access to Swapped Connect if it suspects non-compliance with these eligibility requirements.
5. Merchant Verification
5.1. Merchant Application
To use Swapped Connect, the Merchant must pass Know-Your-Business (KYB) verification and Due Diligence procedures conducted by Swapped.
5.2. Required Information
Prior to integrating Swapped Connect, the Merchant will provide Swapped with the following information:
a) Merchant name;
b) Physical address of the Merchant;
c) Names of the ultimate beneficial owners of the Merchant;
d) Source of funds of the Merchant and its ultimate beneficial owners.
The Merchant must provide accurate information and notify Swapped of any changes within ten (10) business days.
5.3. Additional Verification and Reviews
Swapped may request additional information from the Merchant or third parties (e.g., credit bureaus) to verify identity and assess business risk. Failure to provide accurate and complete information may result in suspension or termination of access to Swapped Connect (i.e., Swapped may disable the Merchant’s API key, suspend widget functionality, or otherwise restrict the Merchant’s ability to use Swapped Connect).
5.4. Industry-Specific Verification
For certain higher-risk industries, Swapped may require additional verification or documentation before enabling Swapped Connect for the Merchant. Swapped Connect will not be activated until all necessary checks and documentation reviews are completed in accordance with applicable laws.
5.4A.Swapped does not support Merchants operating in prohibited industries, including unlicensed gambling, adult entertainment, forex trading, weapons, cannabis, pharmaceuticals, and other industries restricted under Swapped’s policies.
5.5. Ongoing Compliance
Swapped may request updated Merchant information periodically, including but not limited to every six (6) months, to ensure continued compliance with applicable laws and Swapped’s internal policies. The Merchant agrees to comply with all reasonable compliance requests, including providing updated due diligence and transaction-related details, to continue using Swapped Connect.
5.6. Regulatory Compliance
As a U.S. entity, Swapped complies with applicable U.S. anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions laws, including verifying Merchant identities, monitoring transactions, maintaining records five (5) years post-termination, and reporting as required by law.
6. Client Verification
6.1. Merchant Responsibility
The Merchant is solely responsible for verifying its Clients in accordance with all applicable laws, including performing age and identity verification where required.
6.2. No Liability of Swapped
Swapped is not liable for the Merchant’s failure to verify Clients or comply with applicable KYC, AML, CTF, or sanctions obligations related to Clients using Swapped Connect.
6.3.Cooperation with Lawful Requests
The Merchant agrees to cooperate in good faith with Swapped in the event of any lawful request or regulatory inquiry directly related to the use of Swapped Connect, to the extent applicable and permitted under applicable data protection and privacy laws. For clarity, Swapped does not require or request the Client's personal data in the ordinary operation of Swapped Connect.
7. Privacy
7.1. Each Party shall comply with all applicable Privacy Laws in connection with its collection, use, disclosure, storage, and processing of Personal Data under these Terms.
7.2. Each Party agrees to collect, use, and disclose Personal Data only as necessary to perform its obligations under these Terms and as required by applicable law.
7.3. Each Party is responsible for obtaining all necessary consents and providing all required notices to data subjects regarding the collection and use of their Personal Data in connection with these Terms.
7.4. Each Party shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage, including ensuring that any personnel authorized to process Personal Data are bound by confidentiality obligations.
7.5. Each Party agrees to promptly inform the other Party of any complaints, requests, or investigations received from data subjects or regulatory authorities relating to Personal Data under these Terms and to cooperate in good faith to resolve such matters in compliance with applicable Privacy Laws.
7.6. Swapped will retain Personal Data collected from the Merchant in connection with Swapped Connect for a minimum period of five (5) years following the termination of these Terms or as otherwise required under applicable law.
7.7. Swapped’s collection, use, and handling of Personal Data in connection with Swapped Connect are further governed by Swapped’s Privacy Policy, available at https://swapped.com/legal/privacy-policy, which is incorporated into these Terms by reference. By using Swapped Connect, the Merchant acknowledges and agrees to the terms of Swapped’s Privacy Policy.
8. Data Breach and Loss of Data
8.1. Notification of Data Incidents
Without limiting Section 7 (Privacy), each Party shall promptly notify the other Party upon becoming aware of or suspecting:
8.1.1. A breach of obligations under these Terms or applicable Privacy Laws;
8.1.2. Unauthorized access to or disclosure of Personal Data; or
8.1.3. Loss, destruction, or corruption of Personal Data (each, a “Data Incident”).
8.2. Actions Following a Data Incident
If:
8.2.1. A Party becomes aware of, or suspects, that a Data Incident has occurred; or
8.2.2. One Party has notified the other Party of a Data Incident under Section 8.1,
then the Party that experienced the Data Incident shall:
8.2.3. Promptly disclose relevant details of the Data Incident and cooperate in any related investigation;
8.2.4. Consult with the other Party before notifying regulators, data subjects, or other third parties if required, unless prohibited by applicable law; and
8.2.5. Take reasonable steps to mitigate the effects of the Data Incident.
8.3. Each Party shall, at its own expense, take reasonable steps to restore any Personal Data that is lost, destroyed, or corrupted as a result of a Data Incident for which it is responsible.
9. General Workflow
9.1. Swapped may grant the Merchant access to a test environment with limited functionality, including test API keys, for testing and integration purposes.
9.2. Integration Support
Swapped agrees to assist the Merchant in integrating Swapped Connect with the Merchant’s Website(s) and platform(s), including by:
(a) Providing training materials and documentation;
(b) Responding promptly to integration-related inquiries and support requests and addressing issues related to the integration, including technical glitches, errors, or disruptions;
(c) Assigning technical support personnel during business hours and providing support for any custom or tailored solutions required for integration;
(d) Conducting testing and quality assurance prior to launch, including providing feedback and addressing issues identified;
(e) Monitoring post-integration performance and assisting with stability improvements;
(f) Establishing escalation procedures for unresolved technical issues.
9.3 Integration Maintenance Obligations
The Merchant agrees to maintain its Swapped Connect integration using the current and supported versions of Swapped’s SDKs, APIs, and documentation, and to implement updates provided by Swapped within a reasonable time to ensure ongoing compatibility and security. Swapped reserves the right to require the Merchant to perform updates, adjustments, or security reviews of its integration to address potential vulnerabilities, security concerns, or compliance requirements. Swapped may suspend or restrict access to Swapped Connect if the Merchant fails to implement required updates that materially impact the security or functionality of the integration.
9.4. Limitation of Liability for Integration
Swapped will use commercially reasonable efforts to assist the Merchant in integrating Swapped Connect and addressing integration-related issues. Swapped’s liability for any losses, damages, or liabilities incurred due to integration failures shall be limited to direct damages only and shall not exceed the total fees paid by the Merchant to Swapped for the Services in the three (3) months preceding the event giving rise to the claim, except where such losses result directly from Swapped’s gross negligence or willful misconduct. Swapped shall not be liable for any losses resulting from the Merchant’s error, negligence, or misconduct.
10. Representations and Warranties
Swapped represents and warrants to the Merchant that:
10.1.1. Swapped Connect will function substantially in accordance with its published specifications during the term of these Terms.
10.1.2. Swapped has the legal right to license and provide access to Swapped Connect to the Merchant without infringing the intellectual property rights of any third party.
10.1.3. Swapped Connect includes reasonable security measures, including but not limited to encryption, secure transmission protocols, and access controls appropriate to the nature of the data processed.
10.1.4. Swapped will use commercially reasonable efforts to maintain the availability of Swapped Connect and will provide advance notice of planned maintenance where practicable.
10.1.5. Swapped will respond to Merchant support inquiries within a reasonable timeframe via agreed support channels.
10.1.6. Swapped Connect, including any software or code provided to the Merchant, will be free from viruses, malware, or other harmful code designed to adversely affect the Merchant’s systems or Clients.
10.1.7.Swapped will provide reasonable support, updates, patches, and bug fixes for Swapped Connect during the term of these Terms.
10.1.8. Swapped Connect and the Services provided under these Terms will comply with applicable laws in the jurisdictions in which Swapped operates.
10.2. Swapped shall indemnify and hold harmless the Merchant from and against any direct claims, losses, or damages arising solely from Swapped’s breach of the warranties set out in Section 10.1, subject to the limitations of liability in these Terms.
10.3 Risk Disclosures: The Merchant acknowledges that transactions involving digital assets are inherently volatile and irreversible. Swapped does not provide investment, legal, or tax advice, and the Merchant is solely responsible for assessing the risks of any transaction processed using Swapped Connect. Swapped is not responsible for fluctuations in digital asset values, network congestion, or delays inherent in blockchain networks.
11. Regulatory Compliance, Prohibited, and Restricted Activities
11.1. Regulatory Compliance
11.1.1. Swapped Connect, operated by Swappedcom Inc. (a U.S. entity), is subject to applicable U.S. sanctions laws and regulations, including but not limited to those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). The Merchant acknowledges that Swapped may restrict or terminate access to Swapped Connect if required to comply with applicable sanctions or legal obligations.
11.1.2. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization;
(b) It has all necessary authority, licenses, permits, and registrations to execute, deliver, and perform its obligations under these Terms;
(c) These Terms are duly authorized and executed and do not require further approvals to be binding and enforceable.
11.2. Prohibited Activities
The Merchant agrees that it will not use Swapped Connect for, or in connection with, any of the following prohibited activities:
(a) Sales of narcotics, research chemicals, or controlled substances;
(b) Sales of physical cash or cash equivalents;
(c) Items infringing or violating intellectual property rights (copyrights, trademarks, trade secrets, patents);
(d) Ammunition, firearms, explosives (including fireworks), or weapons regulated under applicable law;
(e) Transactions involving the Personal Data of third parties in violation of applicable law;
(f) Pyramid schemes, Ponzi schemes, or similar “get rich quick” schemes;
(g) Transactions related to cloud-mining services;
(h) Credit repair or debt settlement services;
(i) Sales of archaeological findings, body parts, or human remains;
(j) Sales of protected animals or plants;
(k) Child sexual content, exploitation, or bestiality;
(l) Prostitution or illegal sexual services.
11.3 Restricted Activities
The Merchant agrees that it will not use Swapped Connect for the following activities without Swapped’s prior written authorization, which may be granted or withheld in Swapped’s sole discretion and may require additional documentation and approval:
(a) Foreign exchange, financial instruments, money services, or e-wallet businesses;
(c) Adult content services;
(d) Sales of virtual currency mining hardware;
(e) Transactions involving annuities, lottery contracts, lay-away systems, banking (including offshore banking), or investment-related products.
11.4 Prohibited Use Obligations
The Merchant agrees not to use Swapped Connect to engage in any of the following activities (“Prohibited Uses”):
(a) Unlawful Activity: Violating, or assisting in violating, any applicable law, regulation, or sanctions program, including U.S. OFAC regulations, or using Swapped Connect for unlawful materials or proceeds.
(b) Abusive Activity: Interfering with, disrupting, or overloading Swapped’s systems; transmitting malware or harmful code; unauthorized access to Swapped Connect or related systems; scraping or mining data from Swapped Connect.
(c) Abuse of Others: Engaging in harassment, threats, stalking, defamation, extortion, or infringement of others' rights, including privacy and intellectual property rights.
(d) Fraud: Providing false, inaccurate, or misleading information; defrauding Swapped or third parties.
(e) Unlawful Gambling: Using Swapped Connect for illegal lotteries, betting, or unlicensed gambling activities.
(f) Intellectual Property Infringement: Transacting in or facilitating transactions involving infringing goods or services; using Swapped’s brand without authorization.
(g) Forbidden Items: Transacting in narcotics, controlled substances, drug paraphernalia, stolen goods, or any materials promoting illegal activity.
(h) Other Unacceptable Activities: Supporting pyramid or Ponzi schemes, unlicensed financial services, bribery, corruption, or other activities violating applicable laws.
Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Connect if it determines, in its sole discretion, that the Merchant’s activity violates this section or applicable laws.
11.5 The Merchant agrees that using Swapped Connect to develop, offer, enhance, or resell any service that directly competes with Swapped Connect is strictly prohibited.
11.6 Export Control and Sanctions Compliance
The Merchant acknowledges that Swapped Connect is subject to applicable U.S. export control laws, economic sanctions, and trade embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, and other authorities. The Merchant represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to U.S. sanctions or embargoes, including but not limited to Iran, North Korea, Syria, Cuba, and the Crimea region. The Merchant agrees not to use Swapped Connect to engage in any activity that violates applicable export control or sanctions laws. Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Connect if it suspects a violation of these laws.
11.7 The Merchant is solely responsible for ensuring compliance with all applicable anti-money laundering (AML), counter-terrorist financing (CFT), sanctions, Travel Rule, and data protection laws in its jurisdiction, including conducting customer due diligence, transaction monitoring, and reporting. The Merchant is also responsible for obtaining and maintaining any licenses, registrations, or approvals required for its operations, including accepting cryptocurrency deposits using Swapped Connect. Swapped shall have no liability for the Merchant’s failure to comply with such obligations or for any claims, penalties, or regulatory actions arising from the Merchant’s non-compliance with applicable laws.
12. Swapped’s Rights and Service Availability
12.1. Right to Reject Merchant Application
Swapped reserves the right, in its sole discretion, to decline to approve or continue the Merchant’s access to Swapped Connect if Swapped reasonably believes that the Merchant’s use of Swapped Connect violates these Terms or applicable law, or would expose Swapped, the Merchant, other merchants, Clients, or any third parties to harm, liability, or reputational damage.
12.2. Service Availability and Maintenance
12.2.1. Swapped will use commercially reasonable efforts to maintain the availability of Swapped Connect and to ensure its secure and efficient operation.
12.2.2. Swapped reserves the right to temporarily suspend or limit access to Swapped Connect, in whole or in part, for the following purposes:
(a) Implementation of critical software or system updates;
(b) Application of critical security updates;
(c) Maintenance work on servers, wallets, or related infrastructure;
(d) Resolution of system crashes or operational incidents;
(e) Planned unavailability due to updates, improvements, or downtime of third-party software or services upon which Swapped Connect relies.
12.2.3. Swapped will use commercially reasonable efforts to notify the Merchant at least twenty-four (24) hours in advance of any planned downtime and will use reasonable efforts to minimize the duration and impact of such downtime. In the case of emergency maintenance or critical incidents, Swapped will notify the Merchant as soon as reasonably practicable.
12.3 The Merchant is solely responsible for ensuring that all API parameters provided to Swapped Connect, including destination wallet addresses and blockchain network selections, are accurate and compatible with the digital assets being transacted. Swapped shall not be liable for any loss of funds or failed transactions resulting from incorrect or incompatible wallet addresses, chain selections, or other API parameter errors provided by the Merchant.
13. Confidentiality
13.1. Each Party (“Receiving Party”) agrees to keep confidential and not disclose to any third party any non-public, proprietary, or confidential information (“Confidential Information”) received from the other Party (“Disclosing Party”) in connection with these Terms, except as necessary to fulfill its obligations under these Terms.
13.2. Permitted Disclosures: The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who need to know such information to fulfill the Receiving Party’s obligations under these Terms, provided they are bound by confidentiality obligations no less protective than those in these Terms. The Receiving Party remains liable for any unauthorized disclosure or misuse by those to whom it discloses Confidential Information.
13.3. Exceptions
The confidentiality obligations under this Section do not apply to information that the Receiving Party can demonstrate:
(a) Is or becomes publicly available through no breach of these Terms;
(b) Was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
(c) Is lawfully received from a third party without confidentiality restrictions; or
(d) Is required to be disclosed by law, regulation, court order, or regulatory authority, provided that, where legally permissible, the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective measures.
13.4. Each Party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and not for any other purpose, including competitive analysis or development of competing products.
14. Fees
14.1. Merchant Fees
14.1.1. The Merchant agrees to pay fees to Swapped for the use of Swapped Connect. Fees are percentage-based and calculated on the Merchant’s total transaction volume processed through Swapped Connect during the last 30 days at the time of each transaction. Fees vary based on the transaction volume the Merchant has processed in the last 30 days. Fees are charged monthly after the end of each month.
14.1.2. The applicable fee schedule is available to the Merchant in the Swapped Merchant Dashboard under Fees. Swapped will notify the Merchant of any changes to the fee schedule as soon as reasonably practicable.
14.2 Payment Terms and Late Fees
The Merchant shall pay all invoiced fees within seven (7) days of the invoice issuance date unless otherwise agreed in writing. Swapped reserves the right to suspend or restrict the Merchant’s access to Swapped Connect for non-payment of fees past due. Swapped may charge interest on overdue payments at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date payment is received in full. The Merchant shall also be responsible for all reasonable collection costs incurred by Swapped in recovering overdue amounts, including legal fees.
14.3 Taxation
The Merchant is solely responsible for determining, reporting, and paying any taxes, duties, or similar governmental assessments that may apply to the Merchant’s use of Swapped Connect in its jurisdiction. Swapped does not provide tax advice and is not responsible for any tax obligations of the Merchant.
14.3.1.All fees payable to Swapped are exclusive of any applicable value-added tax (VAT), goods and services tax (GST), sales tax, or similar indirect taxes, which will be payable by the Merchant in addition to the fees. The Merchant is responsible for ensuring that Swapped receives the full amount of the fees, without deduction or withholding for taxes, except as required by law.
15. Commencement and Termination
15.1. These Terms shall take effect from the Effective Date (the date the Merchant accepts these Terms) and shall remain in force until terminated in accordance with this Section 15.
15.2. Merchant’s Right to Terminate: The Merchant may terminate these Terms for convenience by providing Swapped with at least seven (7) days’ written notice. The Merchant remains responsible for completing all transactions initiated prior to the effective date of termination.
15.3. Swapped’s Right to Terminate: Swapped may terminate these Terms for convenience by providing the Merchant with at least seven (7) days’ written notice. Swapped will allow completion of all transactions initiated prior to the effective date of termination unless otherwise required by law or regulatory obligations.
15.4. Termination for Cause
Swapped may terminate these Terms immediately upon written notice if the Merchant:
15.4.1. Breaches any material provision of these Terms and fails to remedy the breach within a reasonable period after receiving notice;
15.4.2. Engages in prohibited activities under these Terms; or
15.4.3. Becomes subject to applicable sanctions, or Swapped determines that continuing to provide Services would expose it to legal, regulatory, or reputational risk.
15.5. Effect of Termination
Upon termination of these Terms:
15.5.1. The Merchant shall immediately cease using Swapped Connect;
15.5.2. All rights granted to the Merchant under these Terms, including licenses, shall terminate;
15.5.3. The Merchant agrees to remain bound by Section (Survival);
15.5.4. Swapped reserves the right (but has no obligation) to delete the Merchant’s information and account data stored on Swapped’s servers after a minimum retention period of five (5) years following collection, unless otherwise required by applicable law;
15.5.5. The Merchant waives any claim against Swapped for the termination of access or the deletion of account data following the applicable retention period.
16. Disclaimer of Warranties
Swapped Connect is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Swapped expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, system integration, data accuracy, and quiet enjoyment. Swapped does not guarantee that Swapped Connect will meet the Merchant’s requirements or that it will be uninterrupted, secure, timely, or error-free. Swapped does not warrant that any defects will be corrected. Swapped is not liable for any third-party products, services, or the Merchant’s interactions with third-party providers used in connection with Swapped Connect.
17. No Custody Disclaimer
Swapped Connect is a middleware service only and does not store, hold, or safeguard fiat currency or digital assets on behalf of Merchants or their customers at any time. Swapped is not a bank or financial institution and does not take custody of funds. Cryptocurrency is sent directly from the end-user’s wallet or exchange account to the Merchant’s designated wallet. The Merchant is solely responsible for ensuring that the wallet addresses provided for receiving cryptocurrency are correct, accessible, and compatible with the assets being sent. Swapped assumes no responsibility for any loss of funds resulting from incorrect wallet addresses, lost access to wallets or private keys, or wallets that are incompatible with the asset or blockchain used.
17A. E-SIGN Disclosure and Consent
The Merchant agrees that Swapped may provide all legally required disclosures, notices, agreements, transaction receipts, compliance notices, and other information related to the Merchant’s use of Swapped Connect electronically, including via email, the Merchant Dashboard, or postings on our website. All such communications will be considered “in writing.” The Merchant agrees to maintain a valid email address and internet access and to promptly update Swapped if its contact information changes. Your consent to electronic communications is provided in connection with transactions in interstate commerce and is governed by the Electronic Signatures in Global and National Commerce Act (E-SIGN Act). Swapped may modify or discontinue electronic communications and will provide notice as required by law.
18. Intellectual Property Rights
18.1 Ownership of Content. All content provided through Swapped Connect, including but not limited to software, code, documentation, graphics, logos, designs, and trademarks, is the exclusive property of Swapped or its licensors and is protected by applicable intellectual property laws, unless otherwise expressly stated.
18.2 Use Restrictions. The Merchant may not copy, modify, distribute, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any part of Swapped Connect or related materials without Swapped’s prior written consent, except as expressly permitted by these Terms or applicable law.
18.3 Trademarks. The trademarks, service marks, and logos of Swapped (“Swapped Marks”) are proprietary to Swapped. The Merchant may not use or display the Swapped Marks without Swapped’s prior written permission.
18.4 Feedback License. If the Merchant provides Swapped with any feedback or suggestions regarding Swapped Connect, Swapped may use, modify, and commercialize this feedback without any obligation or compensation to the Merchant.
18.5 Third-Party Intellectual Property. Swapped Connect may use or incorporate third-party materials subject to separate terms. Swapped does not claim ownership over such third-party materials.
18.6 Reporting IP Infringements. If the Merchant believes that its intellectual property rights are infringed by Swapped Connect, it should notify Swapped at [support@swapped.com] with sufficient information to allow Swapped to investigate and respond.
18.7 Enforcement. Swapped reserves the right to investigate suspected IP misuse or infringement and take appropriate actions, including suspension or termination of the Merchant’s access to Swapped Connect.
18.8 Reservation of Rights. All rights not expressly granted in these Terms are reserved by Swapped and its licensors.
18.9 Marketing and Publicity.
Unless the Merchant notifies Swapped in writing to the contrary, the Merchant grants Swapped a limited, non-exclusive, royalty-free license to use the Merchant’s name, logo, and website URL in Swapped’s marketing materials, presentations, and on the Swapped website to identify the Merchant as a user of Swapped Connect. Swapped may issue general public announcements or press releases indicating that the Merchant uses Swapped Connect without the Merchant’s prior approval. However, any public announcement or press release that includes details about the Merchant’s use of Swapped Connect beyond the fact of usage will require the Merchant’s prior approval of the wording, which will not be unreasonably withheld. Swapped will not disclose any confidential or proprietary information of the Merchant in such marketing activities without separate written consent.
19. Complaints and Dispute Resolution
19.1 If the Merchant is dissatisfied with Swapped Connect, the Merchant may submit a formal complaint by:
(a) Emailing: complaints@swapped.com
(b) Using the help center :
https://intercom.help/swappedcom/en/articles/10209786-how-to-make-a-complaint
19.2 Swapped will aim to respond to all complaints within thirty (30) business days and will work in good faith with the Merchant to resolve any issues.
19.3 If a complaint is not resolved to the Merchant’s satisfaction, the Merchant agrees to resolve disputes in accordance with the Dispute Resolution procedures outlined in Section 21 of these Terms.
20. Limitation of Liability
20.1 Provider Limitation of Liability. To the fullest extent permitted by law, Swapped, its officers, directors, employees, agents, partners, and service providers shall not be liable to the Merchant or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenues, lost data, business interruption, reputational harm, or other intangible losses, arising out of or relating to the Merchant’s use, inability to use, or unavailability of Swapped Connect, regardless of whether Swapped was advised of the possibility of such damages.
20.2 Swapped shall not be liable for any damages, losses, or claims arising from: (a) the malfunction, unexpected function, or unintended function of blockchain or cryptocurrency networks, including but not limited to forks, replay attacks, double-spend attacks, Sybil attacks, 51% attacks, governance disputes, changes in cryptography or consensus rules, mining difficulties, or cybersecurity breaches; (b) fluctuations or changes in the value of any digital asset; (c) delays or failures of blockchain networks; (d) sanctions-related restrictions or frozen funds; (e) force majeure events, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, internet outages, cyberattacks, strikes, or government actions; or (f) any failure, interruption, delay, or unavailability of external systems, blockchain networks, third-party services, or telecommunications systems.
20.3 Provided Swapped has complied with its obligations under these Terms, Swapped shall not be liable for any damage, loss, or injury caused by hacking, tampering, virus transmission, or unauthorized access or use of Swapped Connect, the Merchant’s account, or any related information.
20.4 In no event shall Swapped’s total cumulative liability arising out of or relating to these Terms or Swapped Connect exceed the total fees paid by the Merchant to Swapped for the use of Swapped Connect during the six (6) months immediately preceding the event giving rise to the claim, except in cases of Swapped’s proven gross negligence or willful misconduct as determined by a court of competent jurisdiction.
20.5 Merchant Limitation of Liability. To the fullest extent permitted by law, the Merchant shall not be liable to Swapped or any third party for indirect, incidental, special, consequential, exemplary, or punitive damages or any lost profits, lost revenues, lost data, or other intangible losses arising out of or relating to these Terms. The Merchant’s total liability for any damages arising in connection with these Terms shall not exceed the fees paid by the Merchant to Swapped for the use of Swapped Connect during the three (3) months immediately preceding the event giving rise to the claim, except in cases of the Merchant’s proven gross negligence or material breach of these Terms as determined by a court of competent jurisdiction.
20.6 These limitations apply regardless of the legal theory under which such liability is asserted, whether in contract, tort, negligence, warranty, strict liability, or otherwise, and even if Swapped or the Merchant has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not fully apply.
20A. Indemnification
20A.1 Merchant Indemnification. The Merchant agrees to indemnify, defend, and hold harmless Swapped, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) The Merchant’s breach of these Terms or any applicable law or regulation;
(b) The Merchant’s improper use of Swapped Connect;
(c) any claims arising from the Merchant’s products or services, including but not limited to claims of false advertising, product defects, personal injury, or property damage;
(d) any violation by the Merchant of the rights of a third party, including intellectual property or privacy rights.
20A.2 Swapped Indemnification. Swapped agrees to indemnify and hold harmless the Merchant from and against any direct claims, losses, or damages arising solely from Swapped’s proven breach of its representations and warranties under these Terms or Swapped’s proven gross negligence or willful misconduct, subject to the limitations set forth in Section 20.
20A.3 Procedures. The indemnified party will promptly notify the indemnifying party in writing of any claim subject to indemnification. The indemnifying party will control the defense and settlement of the claim, provided that any settlement that admits liability or imposes obligations on the indemnified party requires the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party will reasonably cooperate in the defense at the indemnifying party’s expense.
21. Dispute Resolution and Arbitration Agreement
21.1 Scope and Application. This Arbitration Agreement applies to all claims arising out of or relating to these Terms or Swapped Connect. The Federal Arbitration Act (FAA) governs, and threshold issues, including arbitrability, residency, venue, and applicable law, will be decided by the arbitrator.
21.2 Informal Dispute Resolution Requirement. Before initiating arbitration, the Merchant must provide written notice describing its claim and participate in a good-faith informal resolution call with Swapped within sixty (60) days.
21.3 Arbitration Procedure. If unresolved, arbitration will proceed with the American Arbitration Association (AAA) or JAMS under their commercial rules. The Merchant must provide notice of intent to arbitrate, including name, contact information, claim description, requested remedy, and a good-faith calculation of the amount in controversy. The arbitration will take place virtually or, if an in-person hearing is required, in Boston, Massachusetts, United States, and will be conducted in English.
21.4 Confidentiality. All arbitration proceedings, filings, and awards will remain confidential.
21.5 Waiver of Jury Trial. The Merchant waives any right to a jury trial for claims subject to this Arbitration Agreement.
21.6 Waiver of Class Actions. The Merchant agrees that claims shall proceed on an individual basis and waives the right to participate in class, collective, or representative actions.
21.7 Exceptions for Injunctive Relief. Either party may seek injunctive or equitable relief in court to protect intellectual property rights, confidential information, or rights requiring immediate relief, without arbitration.
21.8 Severability. If any portion of this Arbitration Agreement is found unenforceable, the remainder will remain in effect.
21.9 Limitation on Actions. Any claim must be brought within one (1) year after it arises, unless applicable law requires a longer period.
22. Governing Law and Jurisdiction
22.1 These Terms shall be governed by and construed under the laws of the State of Delaware, United States, without regard to its conflict of law principles.
22.2 To the extent any dispute is permitted to proceed in court (including claims for injunctive relief or if the arbitration agreement is held unenforceable), the Merchant agrees to submit to the exclusive jurisdiction of the state and federal courts located in Delaware, United States, and waives any objections based on venue or forum non conveniens.
23. General Provisions
23.1 Entire Agreement. These Terms, together with the Privacy Policy and any other referenced policies or agreements, constitute the entire agreement between the Merchant and Swapped regarding the use of Swapped Connect and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
23.2 Third-Party Content Disclaimer. The Merchant may access or view content or services provided by third parties, including links to third-party websites and services (“Third-Party Content”), while using Swapped Connect. Swapped does not control, endorse, or assume any responsibility for Third-Party Content, which may be inaccurate, misleading, incomplete, erroneous, offensive, or otherwise objectionable. The Merchant’s interactions with such third parties are solely between the Merchant and those third parties, and Swapped is not responsible or liable for any loss or damage incurred as a result of such dealings or use of Third-Party Content.
23.3 Assignment. The Merchant may not assign or transfer these Terms or any rights or obligations hereunder without Swapped’s prior written consent. Swapped may assign or transfer these Terms without restriction.
23.4 No Waiver. The failure by Swapped to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed in writing.
23.5 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect.
23.6 Force Majeure. Swapped shall not be liable for any delays, failures, or interruptions in performance under these Terms resulting from acts beyond its reasonable control, including but not limited to acts of God, natural disasters, wars, terrorism, labor disputes, internet disruptions, regulatory changes, cyberattacks, or power failures.
23.7 Notices. The Merchant agrees that Swapped may provide all communications and notices required under these Terms electronically via the Merchant Dashboard, the Swapped Connect platform, or the Merchant’s registered email address.
23.8 Confidentiality. In connection with the Merchant’s use of Swapped Connect, the Merchant may obtain or otherwise become aware of confidential, proprietary, or sensitive information of Swapped (“Confidential Information”). The Merchant agrees to use such Confidential Information solely to exercise its rights or perform its obligations under these Terms, to hold such information in strict confidence, to take reasonable measures to protect it from unauthorized disclosure, and not to copy, reverse engineer, or remove proprietary markings from it. The Merchant may disclose Confidential Information to legal, governmental, or regulatory authorities if required by applicable law and will, where legally permissible, promptly notify Swapped of such disclosure.
23.9 Independent Contractors. The Merchant and Swapped are independent contractors, and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.
24. Modifications and Amendments
Swapped reserves the right to modify or amend these Terms at any time by posting the updated version on the Site or the Merchant Dashboard. Material changes will take effect fourteen (14) days after posting unless otherwise required by law or for changes related to security, compliance, or new features, which may take effect immediately upon posting. Non-material changes will take effect upon posting. Your continued use of Swapped Connect after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the modifications, your sole remedy is to stop using Swapped Connect.
Legal
Support
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Company
Swapped ApS
Registration no: 42865397
Rosbjergvej 22A, 8220 Brabrand, Denmark
Join our community
Copyright 2025 Swapped ApS. All rights reserved.
Swapped ApS is registered with the Danish Financial Supervisory Authority.
Swapped ApS is registered with Fintrac Canada as a Money Service Business.
Swapped ApS is registered with the Australian Securities & Investments Commission.
Swapped ApS NUF is registered with the Financial Supervisory Authority of Norway.
Swapped ApS is registered with FinCEN as a Money Service Business.
Legal
Support
Write to us at support@swapped.com and we'll respond within 12 hours.
Company
Swapped ApS
Registration no: 42865397
Rosbjergvej 22A, 8220 Brabrand, Denmark
Join our community
Copyright 2025 Swapped ApS. All rights reserved.
Swapped ApS is registered with the Danish Financial Supervisory Authority.
Swapped ApS is registered with Fintrac Canada as a Money Service Business.
Swapped ApS is registered with the Australian Securities & Investments Commission.
Swapped ApS is registered with the Financial Supervisory Authority of Norway.
Swapped ApS is registered with FinCEN as a Money Service Business.
Legal
Join our community
Support
Write to us at support@swapped.com and we'll respond within 12 hours.
Company
Swapped ApS
Registration no: 42865397
Rosbjergvej 22A, 8220 Brabrand, Denmark
Copyright 2025 Swapped ApS. All rights reserved.
Swapped ApS is under supervision by the Danish Financial Supervisory Authority.
Swapped ApS is registered with Fintrac Canada as a Money Service Business.
Swapped ApS is registered with the Australian Securities & Investments Commission.
Swapped ApS is registered with the Financial Supervisory Authority of Norway.
Swapped ApS is registered with FinCEN as a Money Service Business.