Swiff, Swiff+ and Swiffpay are trade marks of SCCP Payment Services Holdings

Terms Governing Use of the Service

1. Swiff Account Registration.

You must register with Swiff (“Swiff Account”) as well as with one of Swiff’s partner gateways or banks in order to use the Service. Our registration process will ask you for certain information including your company’s name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep the information that you provide up-to-date.

Only businesses may register for a Swiff Account. You must provide accurate and complete information about yourself as well as the business. You can only sign-up to use the Service on behalf of a legally recognized business if you are authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, “you” means you, the natural person, as well as the business.

2. Software.

The Swiff software is part of the Service. Among other things, the software enables you to access and use the Service. After having installed the software, you will need to activate your software to set your Merchant ID as provide by Swiff. You must complete this and other processes in order to receive any funds that you accept through the Service. You must install any and all software updates to continue to use the Service.

3. Verification and Inspection.

If your request to open a Swiff Account is approved, Swiff may request additional information from you at any time. Swiff may ask you to present invoices from your suppliers, a government issued identification, or a business license. Swiff may also ask for permission to inspect your business location. If you refuse any of these requests, your Swiff Account may be terminated. We reserve the right to suspend or terminate the Swiff Account of any user who provides inaccurate, untrue, or incomplete information, or fails to comply with the account registration requirements.

4. Compatible Mobile Devices and Third Party Carrier Fees.

Your Swiff Account permits you to accept credit card transactions on a compatible mobile device. Devices modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not compatible mobile devices. You acknowledge that the use of a modified device to use the Service is expressly prohibited, constitutes a violation of the terms of this agreement, and is grounds for termination of your Swiff Account. Swiff does not warrant that the Service will be compatible with your mobile device.

Your use of the Service may be subject to the terms of your agreements with your mobile device manufacturer and your carrier.

5. Your Swiff Account.

By creating a Swiff Account, you confirm that you are a business entity authorized to conduct business by the country in which it operates. The Service and your Swiff Account may only be used in the countries for which a Swiff registration is available. You may not export the Service directly or indirectly, and you acknowledge that the Service may be subject to export restrictions imposed by the country your business is registered with.

By creating a Swiff Account, you also confirm that you will not accept payments in connection with the following businesses or business activities: (1) any illegal activity, (2) buyers or membership clubs, (3) credit counseling or repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit with a physician including re-importation of pharmaceuticals from foreign countries), (8) multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) bill payment services, (14) betting, including lottery tickets, casino gaming chips, off-track betting, and wagers at races, (15) financial institutions offering manual or automated cash disbursements, (16) financial institutions offering merchandise and services, (17) sales of money-orders or foreign currency by non-financial institutions, (18) wire transfer money orders, (19) high-risk merchants, including telemarketing merchants, (20) service station merchants, (21) automated fuel dispensers, (22) adult entertainment oriented products or services (in any medium, e.g., internet, telephone or printed material), (23) internet/mail order/telephone order firearm or weapon sales, (24) internet/mail order/telephone order cigarette or tobacco sales, (25) drug paraphernalia, (26) occult materials, (27) hate products, (28) escort services, and (29) bankruptcy attorneys.

By accepting this Agreement you confirm that you will satisfy these requirements.

6. Our Role.

Our Service allows you to accept payments, including card based payments initiated with cards bearing the trademarks of MasterCard International Inc. and Visa Inc. (collectively, the “Networks”). We are not a bank or a money services business (“MSB”) and we do not offer banking or MSB services.

As a merchant payment processor, Swiff or Swiff’s processing partner, processes payments you receive from your customers. This means that we collect, analyze and relay information generated in connection with these payments.

In order to serve in this role, we must enter into agreements with Networks, other processors and banks. These third parties require that some of our users enter into an agreement with Swiff’s payment processor of record. If you are such a user, Swiff, or Swiff’s processing partner, will provide you a “Commercial Entity Agreement” that you must complete in order to use the Service. This may happen during the registration process or at some other time. If you fail to complete a “Commercial Entity Agreement,” we may suspend or terminate your Swiff Account.

7. Your Authorization.

By accepting the terms of this Agreement, you authorize us to hold, receive, and disburse funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to process each payment transaction that you authorize. Your authorizations will remain in full force and effect until your Swiff Account is closed or terminated.

8. Restricted Use.

You may use this Service only to the extent that you obey all laws, rules, and regulations applicable to your use of the Service. You may not act as a payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party. This means that you may not use the Service to handle, process or transmit funds for any third party. You also may not use the Service to process cash advances.

9. Unauthorized or Illegal Use.

We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of any Swiff agreement, or exposes you, other Swiff users, our processors or Swiff to harm. Harm includes fraud and other criminal acts. If we reasonably suspect that your Swiff Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Swiff Account, and any of your transactions with law enforcement.

10. Accepted Cards.

Swiff works with any card with a Visa, or MasterCard, logo with a Magnetic Stripe (MagStripe). We may remove or add Cards that we accept at anytime without prior notice. We will only process Cards that receive an authorization from the applicable Network or card issuer. The person who presents the card to you (“the Payer”), may not be authorized to use the card or otherwise contest the transaction through the Chargeback process (described below).

11. Applicable Network Rules.

The Networks require that you and Swiff comply with all applicable bylaws, rules, and regulations (“Network Rules”). The Networks have historically reserved the right to amend their rules and regulations. Swiff may be required to change this agreement in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at www.visa.com and www.mastercard.com.

Network Rules currently prohibit you from (a) assessing a surcharge for the use of a Card in connection with any transaction, or (b) dispensing cash on any Card transaction. The Rules also restrict your use of Network logos to indicating your acceptance of the Network cards and to other uses expressly authorized by the Networks.

12. Underwriting.

Swiff will review some or all of the information that you submit in connection with your request to sign up for the Service. Swiff may forward such information on to its processor. In order to be eligible to use the Service, you must agree that Swiff may share information about you and your Swiff Account to its processor. After you submit your application, Swiff or its processor may conclude that you will not be permitted to accept the Swiff Service.

By accepting the terms of this Agreement, you specifically authorize Swiff to request identity verifying information about you, including a consumer report that contains your name and address. Swiff may periodically obtain additional reports to determine whether you continue to meet the requirements for a Swiff Account.

You agree that Swiff is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Swiff Account with your bank or other financial institution. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Swiff’s risk management process.

13. Our Fees.

You agree to pay the applicable fees listed on our Fee Schedule (“Fees”) whenever you use our Service. Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you thirty (30) days notice of any change. You will not be permitted to continue to use the Service unless you consent to the change in Fees. To withdraw your consent, you will need to close your Swiff Account.

14. Access to your Funds.

Your funds will be transferred to your bank account by Swiff’s processing partner with whom you entered into agreement. The payout schedule will be defined by that separate agreement.

15. Availability of Funds.

Should Swiff or Swiff’s processing partner need to conduct an investigation or resolve any pending dispute related to your Swiff Account, we may defer payout or restrict access to your funds for the entire time it takes for us to do so. We also may defer payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entity.

16. Swiff Account History.

When a payment is made to your Swiff Account, we will update your Swiff Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your Swiff Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Swiff Account and your use of the Service, and (b) reconciling all transactional information that is associated with your Swiff Account. If you believe that there is an error or unauthorized transaction activity is associated with your Swiff Account, you agree to contact us immediately.

17. Reserve.

At any time and from time to time, Swiff’s processing partner may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Swiff Account or in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including if you have a high rate of Chargebacks (described in Section 27), refunds, or other indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Swiff or Swiff’s processing partner, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Swiff’s favor, or otherwise as Swiff or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Swiff Account, including but not limited to any funds (a) deposited by you, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Swiff Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.

18. Swiff Account Balances.

You may, but are not required to hold monetary balances that you receive in your Swiff Account (your “Balance”). When you carry a Balance, your funds will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and other users holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. Funds associated with your Swiff Account will at all times be held separate from our corporate funds. We will not use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a pooled account or Reserve (described below).

19. Taxes.

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

20. Customer Service.

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any Swiff Account, payment, card processing, debiting or crediting.

21. Refunds and Returns.

By accepting payment card transactions with Swiff, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your Swiff Account in accordance with this Agreement and Network Rules. Network Rules require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase, (c) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a Card sale refund. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales.

You can process a refund through your Swiff Account up to sixty (60) days from the day you accepted the payment. If your Swiff balance is insufficient to cover the refund, Swiff will request your authorization to withdraw up to the requested refund amount from your bank account. Swiff will then withdraw the amount you were paid (the sale amount minus the initial transaction fee) from your bank account, and credit it back into your customer’s card. The Fees are also refunded by Swiff, so the full purchase amount is always returned to your customer. Swiff has no obligation to accept any returns of any of your goods or services on your behalf.

22. Your Liability for Chargebacks.

The amount of a transaction may be reversed or charged back to your Swiff Account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a Payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.

23. Our Collection Rights for Chargebacks.

For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may deduct the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by the Association or our processor from your Swiff Account (including without limitation any Reserve), any proceeds due to you, your bank account, or other payment instrument registered with us. If you have pending Chargebacks, we may delay payouts from your Swiff Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all Swiff Account deficit balances unpaid by you.

24. Excessive Chargebacks.

If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Swiff Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, and (d) terminating or suspending the Service.

25. Contesting Chargebacks.

You agree to assist us when requested, at your expense, to investigate any of your transactions processed through the Service. To that end, you permit us to share information about a Chargeback with the payer, the payer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to your Swiff Account. If a Chargeback dispute is not resolved in your favor by the Association or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.

26. Our Set-off Rights.

To the extent permitted by law, we may set off against the Balances for any obligation you owe us under this Agreement, including without limitation any Chargebacks. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Swiff Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Swiff Account. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

27. Dormant Swiff Accounts.

If there is no activity in your Swiff Account (including access or payment transactions) for at least two (2) years, consecutively, and you have a Balance, we will notify you by sending an email to your registered email address and give you the option of keeping your Swiff Account open and maintaining the Balance, withdrawing the Balance, or requesting a check. If you do not respond to our notice within thirty (30) days, we will automatically close your Swiff Account and escheat your funds in accordance with applicable law, and if permitted, to the Swiff Service.

28. Swiff Processing Errors.

We will attempt to rectify processing errors that we discover. If the error resulted in your receipt of less than the correct amount to which you were entitled, Swiff or Swiff’s processing partner will credit your Swiff Account for the difference. If the error results in your receipt of more than the correct amount to which you were entitled, Swiff will debit the extra funds from your Swiff Account. Swiff will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

29. Your Privacy.

Your privacy is very important to Swiff. Upon acceptance of this Agreement you confirm that you have read, understood and accepted Swiff’s Privacy Policy.

30. Privacy of Others.

By using the Service, you may receive information about Payers or other users. You must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the user.

31. Disclosures and Notices.

You agree that Swiff can provide Disclosures and Notices required by law and other information about your Swiff Account to you electronically by posting it on our website, or emailing it to the email address listed in your Swiff Account. You also agree that electronic Disclosures and Notices have the same meaning and effect as if we had provided you with a paper copy. Such Disclosures and Notices are considered received by you within 24 hours of the time it was posted to our website, or emailed to you unless we receive notice that the email was not delivered.

32. Security.

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

33. Termination.

If your Swiff Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license provided under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that Swiff shall not be liable to you or any third party for termination of access to the Service or deletion of your information or account data.

34. Your Right to Terminate.

You may terminate this Agreement and other Swiff agreements by closing your Swiff Account at any time. Upon closure of a Swiff Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Swiff Account as a means of evading your payout schedule). If an investigation is pending at the time you close your Swiff Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we will release those funds to you.

35. Suspension or Termination by Us.

We may terminate this Agreement and close your Swiff Account for any reason or no reason at any time upon notice to you. We may also suspend the Service and access to your Swiff Account (including the funds in your Swiff Account) if you (a) have violated the terms of the Swiff agreements and policies or this Agreement, (b) pose an unacceptable credit or fraud risk to us, or (c) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.

36. Effect of Termination.

We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.