Merchant Terms of Use (Swappd Pay)

Effective July 21, 2025

These Merchant Terms of Use (“Terms”) constitute a legally binding agreement between you (the “Merchant”) and Swapped ApS, a company incorporated in Denmark under Company No. 42865397, with its registered address at Rosbjergvej 22A, 8220, Brabrand, Denmark, and refers collectively to Swapped and its affiliated or associated entities (collectively, “Swapped,” “we,” “us,” or “our”). These Terms govern your access to and use of Swapped Pay, including its APIs, checkout widget, dashboard, and any related services provided for the purpose of processing cryptocurrency payments on your website(s).

Swapped offers Swapped Pay, a cryptocurrency payment processing solution that the Merchant may integrate into its website(s) to allow customers to make payments using supported cryptocurrencies.

In these Terms, “Swapped” refers to Swapped ApS and its affiliated or associated entities, as well as their respective owners, directors, officers, employees, agents, subsidiaries, and any third-party service providers they may engage, unless otherwise indicated herein.

By checking the acceptance box during onboarding or by using Swapped Pay, you agree to be bound by these Terms, our Privacy Policy, and any other policies or notices we publish from time to time. Unless otherwise indicated, any changes to these Terms will take effect immediately upon being 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 Pay Merchant Dashboard, or otherwise using Swapped Pay, 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 Pay. 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 Pay.

1. Definitions

In these Terms of Use, capitalized terms shall have the following meaning:

1.1. AML/CTF Laws: Refers to applicable anti-money laundering and counter-terrorist financing laws and regulations to which Swapped is subject, including but not limited to the Danish Act on Measures to Prevent Money Laundering and Terrorist Financing, relevant EU directives, and any applicable U.S., Canadian, or Australian AML/CTF laws and regulations. Merchants are solely responsible for compliance with all applicable AML/CTF laws in their own jurisdictions, including verifying Clients, monitoring transactions, and reporting suspicious activities.

1.2. Auto-Conversion: A feature within Swapped Pay that allows the Merchant to automatically convert received Virtual Currency into a selected alternative cryptocurrency or Fiat Currency, subject to applicable conversion fees and exchange availability.

1.3. Auto-Withdrawal: A feature that allows the Merchant to configure automatic transfer of received or converted funds (crypto or fiat) from their Swapped Pay Balance to an external wallet address or bank account provided by the Merchant.

1.4. 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.

1.5. Custody: The holding, safeguarding, or management of Virtual Currency or Fiat Currency on behalf of the Merchant by Swapped through its custody partners and regulated financial institutions, until such assets are withdrawn or converted based on the Merchant’s instructions.

1.6. 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).

1.7. Due Diligence: The investigation or level of care that a reasonable business is expected to exercise before entering into an agreement or transaction.

1.8. End User: A client or customer of the Merchant.

1.9. Fiat Currency: Government-issued currency that is designated as legal tender by any jurisdiction and recognized as a medium of exchange.

1.10. Funds: Collectively, Fiat Currency and Virtual Currency held, received, or processed by Swapped Pay on behalf of the Merchant.

1.11.Merchant: The person or entity integrating Swapped Pay to receive crypto payments from End Users.

1.12. Merchant Dashboard: The online interface provided by Swapped to Merchants for managing Swapped Pay integration, viewing transactions, and accessing fee schedules and relevant settings.

1.13. 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).

1.14. 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), the California Consumer Privacy Act (CCPA), and other applicable privacy laws in the jurisdictions where Swapped operates.

1.15. Product: Swapped Pay, the cryptocurrency payment processing service offered by Swapped ApS and its affiliated entities, which facilitates cryptocurrency payments from End Users to Merchants. Swapped does not take custody of cryptocurrency at any time.

1.16. Provider Website: https://swapped.com/.

1.17. Services: The Swapped Pay services provided to the Merchant under these Terms, including its checkout widget, Merchant Dashboard, and related support services tied to the Merchant’s integration.

1.18. Site: The official Swapped.com website and related subdomains used to provide Swapped Pay to Merchants.

1.19. Swapped Pay Balance: The total amount of Virtual Currency and/or Fiat Currency received and held on behalf of the Merchant within Swapped Pay’s managed custody and banking infrastructure, net of applicable fees, and available for conversion, withdrawal, or settlement at the Merchant’s instruction.

1.20. Transaction: The transfer of Virtual Currency from an End User to a Merchant via Swapped Pay.

1.21.Transaction Fee: The fee payable by the Merchant to Swapped for the use of Swapped Pay, calculated as a flat 1% fee deducted from each Transaction at the time of payment.

1.21.Wallet: A blockchain address generated and managed by Swapped using third-party custody infrastructure (e.g., Fireblocks) on behalf of the Merchant, to receive and hold Virtual Currency payments processed via Swapped Pay. Merchants do not have direct access to the private keys but may manage balances and transactions through the Merchant Dashboard.

1.23. Website: Website means any website, wallet, or platform owned or controlled by the Merchant on which Swapped Pay is integrated to facilitate cryptocurrency payments from End Users.

1.24. Widget: The stand-alone Swapped Pay widget provided by Swapped enables End Users to initiate cryptocurrency payments directly to the Merchant’s Wallet.

1.25.Withdrawal Fee: The applicable network fee charged when the Merchant withdraws cryptocurrency from their Swapped Pay Balance to an external wallet.

1.26. 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 by Swapped ApS, a company incorporated under the laws of Denmark (Company No. 42865397), with its registered address at Rosbjergvej 22A, 8220, Brabrand, Denmark, and may be operated by Swapped ApS or any of its affiliated entities (collectively, “Swapped”).

2.2. Swapped Pay is a global service that may be offered or delivered through different Swapped entities depending on the Merchant’s location. While these Terms apply globally, the specific Swapped entity responsible for delivering the Services in your jurisdiction may vary. For transparency, the following entities may operate Swapped Pay in their respective markets:
 2.2.1. Swapped ApS (Denmark) – Serves as the primary contracting entity and operates globally, except where another local Swapped entity is designated.
 2.2.2. Swapped ApS NUF (Norway) – Serves Merchants located in Norway.
 2.2.3. Swapped ApS (Australia) – Serves Merchants located in Australia.
 2.2.4. Bitinvestor ApS (Canada) – Serves Merchants located in Canada.

2.3. These Terms apply globally and govern the use of Swapped Pay by all Merchants, regardless of which Swapped entity is delivering the Services in your region.

2.4. Swapped provides the Swapped Pay Product to the Merchant, allowing the Merchant to integrate Swapped Pay on its website, platform, or checkout flow to facilitate cryptocurrency payment transactions from End Users.

2.5. Swapped Pay allows Merchants to accept supported cryptocurrencies from End Users as a form of payment. These payments are processed by Swapped Pay, and the resulting net amounts (after applicable fees) are reflected in the Merchant’s Swapped Pay Balance, which the Merchant may settle to their own cryptocurrency wallet or bank account.

2.6 By default, digital assets received through Swapped Pay are held in dedicated wallets managed by Swapped using third-party custody infrastructure. Fiat settlements are handled via Swapped’s own accounts with regulated financial institutions. Merchants may configure automatic withdrawal or conversion options, but unless configured otherwise, assets are held by Swapped on behalf of the Merchant.

2.7. Transaction Finality: Due to the nature of blockchain networks, once a cryptocurrency transaction is initiated and confirmed, it is irreversible. The Merchant acknowledges that it is solely responsible for ensuring the accuracy of any settlement wallet addresses or bank account information provided for withdrawals. Swapped is not liable for any loss resulting from incorrect or inaccessible wallet or account details submitted by the Merchant.

3. Compliance

3.1. The Merchant is solely responsible for complying with all applicable Know Your Customer (KYC), Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), sanctions, and anti-fraud obligations under the laws of its jurisdiction. This includes, where applicable, verifying the identity of End Users, monitoring transactions, and reporting suspicious activities to the relevant authorities.

3.2. Swapped 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 the use of Swapped Pay.

4. Eligibility and Compliance

4.1. To use Swapped Pay, 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 sanctions under applicable laws, including those imposed by the United States, European Union, United Kingdom, United Nations, Canada, or Australia, or otherwise prohibited from receiving services under applicable export control or trade laws.

4.2. By using Swapped Pay, 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 Pay if it suspects non-compliance with these eligibility requirements.

5. Merchant Verification

5.1. Merchant Application
To use Swapped Pay, the Merchant must pass Know-Your-Business (KYB) verification and Due Diligence procedures conducted by Swapped.

5.2. Required Information
Prior to integrating Swapped Pay, 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 Pay (i.e., Swapped may disable the Merchant’s API key, suspend widget functionality, or otherwise restrict the Merchant’s ability to use Swapped Pay).

5.4. Industry-Specific Verification
For certain higher-risk industries, Swapped may require additional verification or documentation before enabling Swapped Pay for the Merchant. Swapped Pay 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 Pay

5.6. Regulatory Compliance: Swapped and its affiliated entities comply with applicable anti-money laundering (AML), counter-terrorist financing (CTF), and sanctions laws in the jurisdictions in which they operate. This may include verifying Merchant identities, monitoring transaction activity, retaining records in accordance with legal requirements, and reporting to relevant authorities where required by law..

6. End-User Verification

6.1. Merchant Responsibility
The Merchant is solely responsible for verifying the identity, eligibility, and legal compliance of its End Users, including performing age and identity verification where required by applicable law. Swapped does not conduct KYC or identity checks on End Users.

6.2. No Liability of Swapped
Swapped shall not be liable for the Merchant’s failure to verify End Users or comply with any applicable KYC, AML, CTF, sanctions, or consumer protection laws in relation to End Users using Swapped Pay.

6.3. Cooperation with Lawful Requests
The Merchant agrees to cooperate in good faith with Swapped in the event of a lawful request or regulatory inquiry relating to the Merchant’s use of Swapped Pay, to the extent permitted by applicable privacy and data protection laws. For clarity, Swapped does not request or process End User personal data in the ordinary operation of Swapped Pay.

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 Pay for a minimum period of five (5) years following the termination of these Terms, to the extent required under applicable law, or for as long as necessary to comply with regulatory obligations, prevent fraud, or resolve disputes.

7.7. Swapped’s collection, use, and handling of Personal Data in connection with Swapped Pay 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 Pay, 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 and Integration Support

9.1. Test Environment
Swapped may provide the Merchant with access to a test environment, including test API keys or sandbox versions of the Swapped Pay checkout tools, for evaluation and integration purposes.

9.2. Integration Support
Swapped will make available documentation, training materials, and reasonable technical support to assist the Merchant in integrating Swapped Pay into its website or platform. This may include responding to integration-related inquiries and assisting with issues related to standard integration functionality.

Swapped does not provide custom development services or tailored technical implementations as part of the standard Services.

9.3. Integration Maintenance Obligations

The Merchant agrees to maintain its Swapped Pay integration using currently supported versions of any tools, widgets, APIs, or documentation provided by Swapped. The Merchant must implement updates issued by Swapped within a reasonable timeframe to ensure compatibility, security, and compliance. Swapped reserves the right to require the Merchant to apply updates or security patches and may suspend or restrict access to Swapped Pay if the Merchant fails to implement updates that materially impact functionality, performance, or security.

10. Representations and Warranties

10.1 Swapped represents and warrants to the Merchant that:

10.1.1. Swapped Pay will function substantially in accordance with its published specifications during the term of these Terms.

10.1.2. Swapped has the legal right to provide access to Swapped Pay to the Merchant without infringing the intellectual property rights of any third party.

10.1.3. Swapped Pay 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 Pay 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 Pay, 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 Pay during the term of these Terms.

10.1.8. Swapped Pay and the Services provided under these Terms will comply with applicable laws in the jurisdictions in which Swapped operates.

10.1.9 Swapped will securely manage digital and fiat assets held on behalf of Merchants in accordance with its technical and regulatory obligations, and will enable withdrawal or conversion subject to applicable Terms and configurations.

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 Pay. 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 is subject to applicable sanctions, export control, and trade compliance laws in the jurisdictions in which it operates, including but not limited to those administered by the United States (such as the Office of Foreign Assets Control), the European Union and its member states (including Denmark), the United Kingdom, Norway, Canada, and Australia. The Merchant acknowledges that Swapped may restrict or terminate access to Swapped Pay where necessary to comply with such laws or any other applicable 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 Pay 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 Pay 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 Pay to engage in any of the following activities (“Prohibited Uses”):

(a) Unlawful Activity: Violating, or assisting in the violation of, any applicable law, regulation, or sanctions program (including those administered by the United States, European Union, United Kingdom, Norway, Canada, or Australia), or using Swapped Pay to transmit unlawful materials or proceeds of crime.

(b) Abusive Activity: Attempting to interfere with, disrupt, or overload Swapped’s systems; introducing malware or harmful code; attempting unauthorized access to Swapped’s systems or platform; or scraping or extracting data from Swapped Pay without authorization. Merchants may not use bots, scrapers, automated scripts, or other automated tools to access, extract, or interact with the Swapped Pay APIs, widgets, or Merchant Dashboard without prior written consent from Swapped.
(c) Abuse of Others: Engaging in harassment, threats, stalking, defamation, extortion, or the violation of privacy or intellectual property rights.
(d) Fraud: Providing false, inaccurate, or misleading information; attempting to defraud Swapped, customers, or third parties.
(e) Unlawful Gambling: Using Swapped Pay for illegal lotteries, betting, or unlicensed gambling activities.
(f) Intellectual Property Infringement: Transacting in infringing goods or services, or using Swapped’s brand or intellectual property without prior written authorization.
(g) Forbidden Items: Transacting in narcotics, controlled substances, drug paraphernalia, stolen goods, or other materials promoting illegal activity.
(h) Other Unacceptable Activities: Supporting pyramid or Ponzi schemes, unlicensed or unauthorized financial services, bribery, corruption, or any activity that violates applicable laws or Swapped’s internal policies.

Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Pay if it determines, in its sole discretion, that the Merchant’s activities violate this section or any applicable law.

11.5 The Merchant agrees not to use Swapped Pay to develop, offer, enhance, or resell any service that directly competes with Swapped Pay or any other product or service offered by Swapped.

11.6 Export Control and Sanctions Compliance

The Merchant acknowledges that Swapped is subject to export control laws, economic sanctions, and trade restrictions administered by the United States (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of Commerce), as well as equivalent authorities in the European Union, United Kingdom, Norway, Canada, and Australia.

The Merchant represents and warrants that it is not located in, organized under the laws of, or otherwise ordinarily resident in any country or territory that is subject to comprehensive sanctions or embargoes under applicable law, including but not limited to Iran, North Korea, Syria, Cuba, and the Crimea region. The Merchant agrees not to use Swapped Pay to engage in any activity that would violate applicable export control, sanctions, or trade restriction laws. Swapped reserves the right to suspend or terminate the Merchant’s access to Swapped Pay if it suspects a violation of such laws.

11.7 Compliance Obligations of the Merchant

The Merchant is solely responsible for ensuring compliance with all applicable anti-money laundering (AML), counter-terrorist financing (CTF), sanctions, Travel Rule, and data protection laws in its jurisdiction, including conducting customer due diligence, transaction monitoring, recordkeeping, and regulatory reporting. The Merchant is also responsible for obtaining and maintaining any licenses, registrations, or authorizations required for its business operations, including those related to accepting cryptocurrency payments using Swapped Pay.

Swapped shall have no liability for the Merchant’s failure to comply with such obligations or for any claims, penalties, enforcement actions, or regulatory proceedings arising from the Merchant’s non-compliance with applicable laws.

Swapped acts as a custodial provider of digital assets for Merchants by default, and complies with applicable anti-money laundering, sanctions, and virtual asset service provider (VASP) regulations in the jurisdictions in which it operates. Swapped reserves the right to apply additional verification, reporting, or operational restrictions as may be required under local custody-related laws.

11.8 Stablecoin Restrictions for EU-Based Merchants

Merchants located in the European Union (EU) acknowledge that the use of certain stablecoins, including but not limited to Tether (USDT), may be restricted or prohibited under applicable laws, including the Markets in Crypto-Assets Regulation (MiCA). For compliance with MiCA, Swapped may limit or disable the ability of EU-based Merchants to receive, hold, settle, or withdraw USDT or other non-compliant digital assets.

Swapped does not restrict the use of USDT for Merchants located outside of the EU where such use remains lawful. However, Swapped reserves the right, at its sole discretion, to apply similar restrictions in non-EU jurisdictions where such assets are restricted under local law or present heightened regulatory, legal, or operational risk. This may include disabling support for specific assets, converting unsupported funds into a compliant currency, or restricting settlement and withdrawal options.

The Merchant is solely responsible for ensuring that the digital assets it accepts or receives through Swapped Pay comply with the laws of its jurisdiction. Swapped shall not be liable for any delays, restrictions, or losses resulting from the enforcement of regulatory limitations on specific digital assets

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 Pay if Swapped reasonably believes that the Merchant’s use of Swapped Pay violates these Terms or applicable law, or would expose Swapped, the Merchant, other merchants, customers, 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 Pay and ensure its secure and efficient operation.

12.2.2. Swapped reserves the right to temporarily suspend or limit access to Swapped Pay, 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 Pay 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 aim to minimize the duration and disruption of such downtime. In the case of emergency maintenance or incidents, Swapped will notify the Merchant as soon as reasonably practicable.

12.3 The Merchant is solely responsible for ensuring the accuracy of all transaction details it provides to Swapped Pay, including destination wallet addresses, blockchain network selections, currency settings, and any integration parameters. Swapped shall not be liable for any loss of funds or failed transactions resulting from incorrect wallet addresses, unsupported networks, or configuration errors supplied 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 Pay. A 1% Payment Processing Fee is deducted from each transaction at the time the payment is received. (i.e. if a customer pays 100 USDC, Swapped will deduct 1 USDC as the fee, and the remaining 99 USDC will be credited to the Merchant’s Swapped Pay Balance).

14.1.2. If the Merchant uses Swapped Pay’s optional Currency Conversion Service, a 0.50% Currency Conversion Fee will apply to each converted amount.

14.1.3. When the Merchant refunds a transaction to a customer, the refund must cover the full transaction amount (e.g., 100 USDC) plus any applicable blockchain Network Fees, which are dynamic and determined by the underlying blockchain.

14.1.4. When the Merchant withdraws funds to a cryptocurrency wallet, a Withdrawal Fee equal to the blockchain Network Fee will apply. Withdrawals to bank accounts are either free or charged at cost, depending on the payout destination and method.

14.1.5. The applicable fee schedule is available 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 Fee Recovery
All applicable fees for the use of Swapped Pay are deducted automatically at the time of each transaction or related service event (e.g., conversion, refund, withdrawal).

In cases where manual invoicing or reconciliation is required (e.g., error correction, chargebacks, or post-settlement adjustments), the Merchant shall pay any invoiced amounts within seven (7) days of the invoice date, unless otherwise agreed in writing.

Swapped reserves the right to suspend or restrict the Merchant’s access to Swapped Pay in the event of non-payment or unresolved balances. Interest may be charged on overdue payments at a rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower). The Merchant shall also be responsible for all reasonable 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 its use of Swapped Pay in its jurisdiction. Swapped does not provide tax advice and assumes no responsibility for the Merchant’s tax obligations.

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 other indirect taxes, which will be payable by the Merchant in addition to the fees. The Merchant must ensure that Swapped receives the full amount of fees without deduction or withholding for taxes, except as required by law.

14A. Settlement and Withdrawals

14A.1 Swapped Pay Balance Accumulation
By default, these balances are held in wallets and accounts managed by Swapped until the Merchant initiates a withdrawal or conversion through the Merchant Dashboard or through configured automation. Merchants accumulate cryptocurrency in their Swapped Pay Balance as customers complete transactions using Swapped Pay. These balances are available for withdrawal net of all applicable fees, including the Payment Processing Fee, Currency Conversion Fee, and Withdrawal Fee.

14A.2 Withdrawal Methods
Merchants may initiate withdrawals from their Swapped Pay Balance to:

(a) a supported cryptocurrency wallet, subject to a Withdrawal Fee equal to the network fee charged by the underlying blockchain; or

(b) a bank account, where withdrawals are either free or charged at cost, depending on the payout method and location.

14A.3 Timing
Swapped will use commercially reasonable efforts to process withdrawal requests on a same-business-day or T+1 basis, depending on the time of request, blockchain network conditions, and internal processing cut-off times. Settlement may be delayed due to compliance reviews, account issues, or external service disruptions beyond Swapped’s control.

14A.4 Minimum Withdrawal Thresholds
Swapped may establish minimum payout thresholds for specific currencies or withdrawal types to ensure operational efficiency. These thresholds will be disclosed in the Merchant Dashboard and may change from time to time based on market or regulatory conditions.

14A.5 Responsibility for Accuracy
The Merchant is solely responsible for ensuring the accuracy of all payout-related information, including destination wallet addresses, blockchain network selections, and bank account details. Swapped shall not be liable for any loss of funds or failed transactions caused by incorrect, unsupported, or inaccessible payout information supplied by the Merchant.

14A.6 Payout Currency and Conversion
If the Merchant requests currency conversion before settlement, a 0.50% Currency Conversion Fee will apply. Conversion rates are based on real-time market feeds (such as XE.com) and Swapped does not add any additional spread or markup beyond the stated fee.

14.B Wallet Responsibility for Withdrawals

When the Merchant configures a wallet address for manual or automatic withdrawals, the Merchant represents and warrants that it owns and controls that wallet. Swapped does not independently verify wallet ownership or accessibility and shall not be liable for any funds sent to incorrect, misattributed, incompatible, or inaccessible wallets provided by the Merchant.

The Merchant is solely responsible for ensuring the accuracy and suitability of all external withdrawal addresses entered into the Swapped Dashboard.

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 Pay;
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 Pay 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 Pay 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 Pay.

17. Custody and Asset Handling

Swapped Pay provides default custodial services to Merchants for received cryptocurrency and fiat payments. When a Merchant receives payment via Swapped Pay, the corresponding digital assets are held in a Fireblocks wallet managed and secured by Swapped on behalf of the Merchant. Merchants do not have direct access to private keys but may view and control their balances through the Swapped Merchant Dashboard. Fiat currencies are held in Swapped’s designated accounts with regulated banking or payment institutions until withdrawn or settled to the Merchant’s nominated account. Merchants may configure their account to enable auto-withdrawals to external wallets or to convert and withdraw to fiat. These configurations determine the duration and custody model under which funds are held. In the absence of auto-withdrawal or auto-conversion settings, Swapped retains control of the assets on behalf of the Merchant. 

By using Swapped Pay, the Merchant acknowledges and agrees that Swapped is acting as a custodian of digital and fiat assets until such time as those assets are withdrawn or converted according to the Merchant’s instructions.

17A. Electronic Communications and Consent

The Merchant agrees that Swapped may provide all legally required disclosures, notices, agreements, transaction receipts, compliance notifications, and other information related to the Merchant’s use of Swapped Pay electronically. Such communications may be delivered via email, through the Merchant Dashboard, or via postings on Swapped’s official website, and will be deemed “in writing” for legal purposes. The Merchant is responsible for maintaining a valid email address and reliable internet access, and for promptly notifying Swapped of any changes to its contact information.

The Merchant consents to receiving communications in electronic form in lieu of paper documents. This consent is provided in connection with a commercial relationship and may be governed by applicable electronic communications laws, including but not limited to the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act), the EU eIDAS Regulation, or equivalent local legislation in the jurisdiction in which the Merchant operates.

Swapped reserves the right to modify or discontinue electronic communications and will provide notice of any such changes as required by applicable law.

18. Intellectual Property Rights

18.1 Ownership of Content. All content provided through Swapped Pay, 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 Pay 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, trade names, logos, and trade dress used in or in connection with Swapped Pay, including “Swapped” and any related designs, marks, or stylizations (“Swapped Marks”) — are the proprietary intellectual property of Swapped or its licensors and are protected by applicable trademark laws and international treaties.

You may not use, reproduce, display, distribute, or otherwise exploit the Swapped Marks in any manner without Swapped’s prior written permission. This includes but is not limited to use in advertising, promotion, marketing, domain names, metatags, app names, or social media handles, or in any context that may suggest endorsement, sponsorship, or affiliation with Swapped.

Nothing in these Terms or your use of Swapped Pay grants you any license or right to use the Swapped Marks. Unauthorized use of the Swapped Marks may violate intellectual property laws, unfair competition laws, and other applicable statutes. Swapped reserves all rights to protect and enforce its trademarks and may take legal action to prevent misuse.

18.4 Feedback License. If the Merchant provides Swapped with any feedback or suggestions regarding Swapped Pay, Swapped may use, modify, and commercialize this feedback without any obligation or compensation to the Merchant.

18.5 Third-Party Intellectual Property. Swapped Pay 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 Pay, 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 Pay.

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 Pay. Swapped may issue general public announcements or press releases indicating that the Merchant uses Swapped Pay. without the Merchant’s prior approval. However, any public announcement or press release that includes details about the Merchant’s use of Swapped Pay 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 Pay, 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.

19.4 Escalation and Alternative Dispute Resolution (EU/EEA Merchants Only)
If you are located in the European Union or European Economic Area, and your complaint is not resolved to your satisfaction through our internal process, you may escalate your complaint to the Danish Financial Complaints Board (Finanstilsynet) or the appropriate national dispute resolution body in your country of residence. You may also use the European Online Dispute Resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr.

Swapped aims to resolve all complaints promptly and transparently, typically within thirty (30) business days, in line with applicable e-money or Crypto-Asset Service Provider (CASP) regulatory obligations. Utilizing these dispute mechanisms does not affect your right to pursue judicial remedies.

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 Pay, 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 Pay, 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 Pay exceed the total fees paid by the Merchant to Swapped for the use of Swapped Pay 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 Pay 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 Pay;
(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 the use of Swapped Pay To the fullest extent permitted by law, the Federal Arbitration Act (FAA) governs this agreement, 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 or any formal legal proceeding, the Merchant must provide written notice to Swapped describing its claim and participate in a good-faith informal resolution call with Swapped within sixty (60) days. The written notice must be sent to complaints@swapped.com and include sufficient detail for Swapped to understand and evaluate the complaint.

21.3 Arbitration Procedure (Non-EU/EEA Merchants). If the dispute is not resolved through informal discussions and the Merchant is not located in the EU/EEA or another jurisdiction where mandatory local dispute resolution rules apply:

21.3.1 The dispute will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) or JAMS, in accordance with their applicable commercial arbitration rules.

21.3.2 The Merchant must provide a written notice of intent to arbitrate that includes: (i) the name and contact information of the party initiating arbitration, (ii) a description of the claim, (iii) the specific relief sought, and (iv) a good-faith estimate of the amount in controversy.

21.3.3 The arbitration will take place virtually, or if an in-person hearing is required, it will be held in Boston, Massachusetts, United States, and conducted in English.

21.4 Confidentiality. All arbitration proceedings, filings, decisions, awards, and related communications will remain confidential and may not be disclosed publicly, except as required by law or as necessary to enforce an arbitration award.

21.5 Waiver of Jury Trial. The Merchant expressly waives any right to a jury trial for all claims subject to this Arbitration Agreement.

21.6 Waiver of Class Actions. The Merchant agrees that all claims must be brought on an individual basis, and the Merchant waives any right to participate in class, collective, or representative actions. The arbitrator shall not consolidate claims or preside over any form of representative or class proceeding.

21.7 Exceptions for Injunctive Relief. Nothing in this Arbitration Agreement shall prevent either party from seeking injunctive or equitable relief in a court of law to protect its intellectual property rights, confidential information, or other legal rights that require immediate action. This includes temporary restraining orders or other equitable remedies.

21.8 Severability. If any portion of this Arbitration Agreement is found to be unenforceable or invalid under applicable law, the remainder shall remain in full force and effect.

21.9 Limitation on Actions. To the extent permitted by applicable law, any claim, dispute, or cause of action arising out of or related to these Terms or Swapped Pay must be filed within one (1) year after such claim or cause of action arose. If not filed within that time, it is permanently barred.

21A. Jurisdiction-Specific Carve-Outs and Alternative Dispute Resolution Options

21A.1 EU/EEA-Based Merchants. If you are located in the European Union (EU) or European Economic Area (EEA) and are not satisfied with the resolution of your complaint through Swapped’s internal process, you may escalate your complaint to:

21A.2 The Danish Financial Complaints Board (Finanstilsynet) or your relevant national dispute resolution body, and/or

21A.3 Use the European Commission’s Online Dispute Resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr.

These mechanisms do not affect your right to seek judicial remedies.

21A.2 Merchants in Australia, Canada, and Norway. Merchants located in Australia, Canada, or Norway may have additional rights under local consumer protection, financial services, or dispute resolution laws. Swapped will cooperate with local ombudsman services or regulatory dispute resolution schemes where legally required. These jurisdiction-specific rights supplement, but do not override, this Section unless required by law.

21A.3 Non-Consumer Merchants Outside the U.S.
For Merchants who are not consumers under applicable law, and who are not subject to arbitration in the United States under Section 21.3, any dispute, controversy, or claim arising out of or relating to these Terms (including any breach, termination, or validity) shall be finally resolved by binding arbitration under the rules of a recognized international arbitration body, such as the International Chamber of Commerce (ICC) or the Danish Institute of Arbitration (DIA).

21A.3.1 The seat of arbitration shall be Copenhagen, Denmark.
21A.3.2 The arbitration shall be conducted in English.
21A.3.3 The arbitral award shall be final and binding on both Parties, and judgment may be entered in any court of competent jurisdiction.
21A.3.4 This Section applies only where permitted under applicable law and does not affect any mandatory rights or protections afforded to the Merchant under the laws of their jurisdiction.

22. Governing Law and Jurisdiction

22.1. These Terms shall be governed by and construed in accordance with the laws of the Kingdom of Denmark, without regard to its conflict of law principles, unless the laws of the Merchant’s jurisdiction require otherwise under mandatory provisions of local law.

21.2. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark, unless otherwise provided in the Dispute Resolution and Arbitration Agreement (Section 21) or required under mandatory local law.

22.3. For Merchants established in the European Union, unresolved disputes may alternatively be submitted to the European Online Dispute Resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr, where permitted by law.

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 Pay 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 Pay. 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 Pay platform, or the Merchant’s registered email address.

23.8 Confidentiality. In connection with the Merchant’s use of Swapped Pay, 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 Pay 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 Pay.