Swaypay Merchant Terms

Effective Date: August 13, 2022

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By offering Swaypay to your customers, you agree to be bound by these Swaypay Merchant Terms (“Terms”). As used in the Terms: (i) “we”, “our”, “us” or “Swaypay”; and (ii) “Merchant”, “you” or “your” means any individual or legal entity that offers Swaypay.

Swaypay reserves the right to update and change any portion of the Terms. We may update the Terms from time to time, so please check back for any changes that may impact you. If you do not accept any such updates or changes, you must stop using Swaypay. Please see the Acceptable Use Policy for Merchant activities that are not permissible in the Swaypay Merchant ecosystem.

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1. Support

  1. Swaypay makes no guarantees to you in relation to the availability or uptime of Swaypay and Swaypay is not obligated to provide any maintenance, technical or other support related thereto. Swaypay does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed in connection with Swaypay. To the extent you choose to use Swaypay, you are responsible for your reliance on any such data or information. It is your responsibility to maintain appropriate alternate backup of all information and data, including but not limited to any information and data that you may provide to Swaypay in connection with your use of Swaypay.

2. Data Protection and Security Obligations

  1. You are solely responsible for ensuring that your use of any personally identifiable information or any personal financial information relating to a Customer, end-user or other personal data, including Saved Information (collectively, “Personal Data”) complies with applicable law, your agreements with your card acquiring bank, your privacy policy and any other applicable rules. You will only use the Personal Data to process the then current transaction and perform any post-transaction activities for that transaction (e.g. chargebacks), unless that Customer has expressly consented to allow you to use his or her information for other purposes. You agree to (a) provide clear and complete information to Customers regarding your collection, use and disclosure of Personal Data, including, at a minimum, a link to your privacy policy from your Store; (b) take appropriate steps to protect from unauthorized access, use or disclosure of Personal Data; and (c) comply with all applicable laws and regulations regarding privacy and data collection with respect to any collection, use or disclosure of Personal Data. If a Customer or end user ceases to consent or affirmatively revokes consent for your or collection, use or disclosure of their Personal Data, you must promptly cease all such use, and advise Swaypay of any changes to consent impacting Personal Data you may have provided to Swaypay.

3. Confidential Information

  1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Swaypay’s Confidential Information includes all information that you receive relating to us, or to any of our services or products, that is not known to the general public including information related to our security program and practices.
  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 5. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, or by a party’s legal or financial advisors, each who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.

4. Term and Termination

  1. These Terms are effective upon the date you accept these Terms and shall continue as long as you use Swaypay as a payment method on your Store (the “Term”) or until terminated in accordance with this Section 5.
  2. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we may terminate these Terms at any time without notice to you and accordingly we may terminate your access to Swaypay or any part thereof.
  3. We reserve the right to modify or terminate Swaypay for any reason, without notice at any time.
  4. We reserve the right to refuse service to anyone for any reason at any time.
  5. Except as expressly permitted by Swaypay, upon termination or expiration of these Terms, you will immediately: (a) cease all use of Swaypay; and (b) cease all use of the Swaypay Marks.

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5. Representations and warranties

  1. By using Swaypay you represent and warrant that: (i) you are at least 18 years of age; (ii) the information you provide to Swaypay in using Swaypay is true and correct; (iii) you will not use Swaypay for any fraudulent, unlawful or abusive purpose; (iv) your use of Swaypay is not in violation of any obligation imposed on you; and (v) you will comply with any Third Party Terms.

6. Prohibited Uses

  1. In addition to other prohibitions as set forth in the Terms, you are prohibited from using Swaypay, or any related content or services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, state or local laws, regulations, rules, or ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of any service provider.

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