Terms of Use

1. General Terms

Please read these Terms of Use (hereinafter referred to as "Terms") carefully before using the Switchere.com website https://switchere.com/ (hereinafter referred to as "Switchere.com", "Switchere", "website", "site", "service", "us", "we" or "our") owned and operated by company SH EUROPE UAB (reg. number 306126973) with a registered address Lvivo g. 25-701, Vilnius, Lithuania. SH EUROPE UAB (reg. number 306126973) is incorporated under the laws of Republic of Lithuania and operates under the laws of the Republic of Lithuania and the European Union. "User", "you" and "you're" refer to you, the natural person (individual) or legal person (entity) accessing the website, using our services through https://switchere.com/ and accepting these Terms. Your access and use of the website is conditioned on your acceptance of and compliance with these Terms of Use.

2. Definitions

Creator: a person who is listing its NFTs for sale via NFT Platform.

NFT: blockchain asset defining a non-fungible token, on an underlying blockchain that represents ownership of images, videos, audio files, and other forms of media or ownership of physical or digital property.

NFT Checkout: a technological solution offered by Switchere that facilitates the purchase and sale of NFTs with integrated third-party payment methods.

Partner: PAYBIS POLAND Sp. z o.o. (reg. Number 0001041711), Hoża 86/210, Warsaw, Poland, 00-682 and its affiliated entities.

Payment Processors: refers to any licensed third-party entity or infrastructure facilitating the collection, processing, or conversion of fiat payments on behalf of Users for the purpose of acquiring NFTs on the Platform.

Switchere: SH EUROPE UAB (reg. number 306126973) with a registered address Lvivo g. 25-701, Vilnius, Lithuania.

Services:

• The ability to access the buy and sell services of virtual currency through the Switchere website provided by the Partner and using the Partner's and its affiliated entities widget (Referral Services). Switcher does not process the transactions related to the purchase or sale of cryptocurrency, nor does it hold your assets, as it is part of the service provided by our Partner, whose services are accessible via our website.


• NFT platform that allows individuals and entities to mint, manage, list, promote, purchase and sell non-fungible tokens (NFTs) on supported blockchain networks (NFT Platform). The NFT Platform does not take possession of, or exert control over, Users' NFTs or wallet keys. However, Switchere integrates directly with Payment Processors to facilitate purchases of NFTs through a secure checkout interface. Switchere is not a bank, exchange, broker-dealer, or licensed financial service provider.

User: Any individual or entity accessing or using the Switchere website and services offered on the Website.

Widget: The virtual currency exchange widget provided by the Partner or its affiliated entities on the website of Switchere.

Royalties: means the percentage of revenue embedded into a smart contract entitling Creators to a portion of the resale price of their NFTs.

3. Acceptance of Terms

By using the Switchere website and Services, you agree to be bound by these Terms of Use. Switchere reserves the right to modify these Terms at any time. Any changes will be posted on our website, and your continued use of the services constitutes acceptance of the modified terms. When accessing and using our Partner's services for the purchase or sale of virtual currencies, you agree to be simultaneously bound by our Partner's Terms of Use, which are available here: https://paybis.com/policies/terms-of-service/. In case of contradictions, Partner's Terms of Use shall prevail.

You understand, acknowledge and accept the risk of loss in trading or holding any Cryptocurrency (like Bitcoin) can be substantial. You should therefore carefully consider whether trading or holding Bitcoin or any other Cryptocurrency is suitable for you in light of your financial condition. In considering whether to trade or hold Cryptocurrency, you should be aware that:

• When you buy, sell or transfer Cryptocurrency you are dealing with a digital asset. This means that, like any other digital system, Cryptocurrencies are at risk of being hacked or affected by technical problems. This could result in you losing your Cryptocurrency or delaying your ability to sell, transfer or spend it;
• The price or value of a Cryptocurrency can change rapidly, decrease and potentially even fall to zero. Factors that may affect the value of a Cryptocurrency include a change in governing regulation, introduction of new Cryptocurrencies, or a change to how a Cryptocurrency works.

You acknowledge that we are not responsible for safeguarding or holding your Cryptocurrency, or any private keys or other security information needed to access your Cryptocurrency and that we are not responsible for any loss of Cryptocurrency resulting from theft, loss, or mishandling of Cryptocurrency private keys or other security information outside its control.

The Services provided to you by Switchere are not regulated and you have no recourse to the Bank of Lithuania.

Notwithstanding anything to the contrary in this Agreement, if you are using the NFT Platform and are purchasing an NFT from a third party, Switchere may facilitate the purchase and delivery of the NFT to a Wallet indicated by you.

We do not endorse any NFT in any way. We do not verify the authenticity of and do not review (or approve) any NFT. NFT sellers may make claims about intellectual property ownership, rarity and uniqueness, and value. It is solely your responsibility to investigate and determine the authenticity of any NFT you are considering buying, along with the accuracy of the claims made by the NFT seller. The NFT seller also determines the price, and that price may not be the true market value of the NFT. The rarity and true market value of the NFT may be subject to change, especially if minting is ongoing. Switchere makes no representations with respect to any NFT to be purchased. You should not assume that purchasing an NFT gives you any legal rights beyond mere ownership of the underlying blockchain asset. Switchere makes no representations as to any auxiliary rights, benefits or rewards supposedly accompanying any NFT.

A transaction between a buyer and a seller takes place in a peer-to-peer fashion on either on-chain or through Payment Processors. We do not guarantee that you will receive your NFT, as there are a number of reasons why transactions may fail. For example, network congestion, a technical blockchain issue or another buyer purchases that NFT before your transaction completes on the blockchain. In case your transaction fails, Switchere will pay for any gas fees included in the transaction.

4. Eligibility

You may use the Services only if you satisfy all of the following requirements at the time of access:

• You are a natural person who is at least 18 years old and have the full legal capacity to enter into binding contracts under the law of your jurisdiction;
• You are not accessing the Services from, or on behalf of, an individual or entity in a jurisdiction subject to sanctions or export controls imposed by the United Nations, European Union, United States (including OFAC), or other competent authorities;
• You are not listed on any international or national sanctions list, watchlist, or registry of prohibited persons or entities;
• You are not engaging in prohibited conduct under these Terms of Use or local law, including fraudulent use of payment systems or the unauthorized use of third-party content;
• You are using the Services for lawful, personal, or commercial purposes, and not in violation of intellectual property rights, tax laws, AML/CTF laws, or consumer protection regulations.

By accessing our Partner's services via our Website, you might be required to satisfy additional requirements in order to receive our Partner's services.

Switchere reserves the right in its sole discretion to block, suspend, or restrict access from any IP address, wallet, payment source, or region that is believed to be in violation of eligibility requirements or presents elevated compliance, legal, or reputational risk.

5. Registration and Account Security

To use the Services offered by Switchere or by our Partner on our website, you may be required to create an account. By creating an account you agree to:

• Provide accurate and complete information during registration.
• Maintain the security of your account and password.
• Notify Switchere immediately of any unauthorized use of your account.
• Be responsible for all activities that occur under your account.

6. Use of Services

You agree to use the Services only for lawful purposes and in accordance with these Terms of Use and the Terms of Use of our Partner and applicable regulations. You shall not, under any circumstances, directly or indirectly engage in any of the following prohibited activities:

• Uploading, minting, listing, or linking NFTs that contain illegal content, stolen assets, unauthorized copyrighted material, hate speech, deepfakes, or personal identifying information (PII) without consent;
• Creating misleading listings, counterfeit NFTs, or conducting wash trading, price manipulation, or coordinated shilling;
• Attempting to artificially inflate the value, price, or popularity of an NFT, Creator, or collection through automated bidding, self-trading, or other deceptive tactics;
• Circumventing access controls, rate limits, or using automated scripts, bots, or scrapers without prior authorization from Switchere;
• Transmitting malware, phishing attempts, denial-of-service attacks, or otherwise interfering with the normal operation of the Platform;
• Using NFTs to represent securities, profit-sharing agreements, tokenized debt, or fractionalized ownership in real-world assets in violation of applicable securities laws;
• Using the Platform in connection with unlawful fundraising activities, money laundering, terrorism financing, or sanctioned persons/entities.
• Use our Partner's offered services on behalf of someone else.

If you are a Creator, you acknowledge that Switchere reserves its right to limit or deny use of its Services or listing and sale of any NFTs at its sole discretion without the obligation to provide a legal justification.

7. Transactions

All transactions conducted through the Switchere website using our Partner's widget are subject to these Terms of Use, our Partner's Terms of Use, and any applicable laws and regulations. Switchere does not guarantee the availability of any virtual currency. Our Partner reserves the right to decide at its own discretion to refuse any transaction at its discretion in accordance with its Terms of Use as well as any applicable Laws and Regulations. Users are fully responsible for ensuring the accuracy of the transaction details before submitting. Please bear in mind that any purchase and sale transactions of virtual currency are fully processed by our Partner and Switchere just grants you the right to access such services. Any chargebacks and refunds are processed by our Partner and are subject to our Partner's refund and chargeback policy available here: https://paybis.com/policies/refunds/.

All transactions related to NFT Platform are carried out by one or more Payment Processors.

You understand and acknowledge that:

• Switchere does not store or access your private keys, recovery phrases, or wallet credentials;
• You are solely responsible for securing access to your wallet, regardless of the interface or device used;
• Wallet transactions are broadcast directly to public blockchain networks and are irreversible once confirmed;
• Fiat payments are processed by licensed financial intermediaries, and Switchere is not liable for delays, failures, or reversals due to credit card rejections, KYC rejections, bank decline codes, or card network rules;
• You may be required to complete identity verification (KYC) before using certain fiat features, pursuant to the policies of our Payment Processors;
• Switchere may receive transaction confirmations or payment callbacks from fiat processors, but does not collect or store cardholder data, banking information, or other sensitive payment credentials.

Where a fiat-based NFT purchase is made, the corresponding NFT is delivered to buyers wallet once full payment is received and confirmed by the Payment Processor. Switchere does not guarantee delivery timelines and is not responsible for fiat payment errors, chargebacks, or regulatory holds.

8. Risk Disclosure and Assumption of Risk

By using the Services in relation to the NFT Platform, you expressly acknowledge and agree that engaging in NFT minting, listing, trading, purchasing, and transacting — whether with cryptocurrency or fiat currency — carries significant and inherent risks. These risks include, without limitation:

• Volatility Risk: NFT valuations are highly speculative and subjective. Prices may fluctuate drastically and without notice, and there is no guarantee of resale, liquidity, or appreciation.
• Smart Contract Risk: NFTs listed or managed through the Service may be subject to smart contract code outside Switchere's control. Smart contract bugs, exploits, or faulty logic may cause permanent loss of NFTs, funds, or associated metadata.
• Regulatory Risk: Laws and regulations governing digital assets, NFTs, or blockchain technologies are evolving and may impact your ability to hold, transfer, sell, or use NFTs acquired through the Services.
• Wallet/Custody Risk: You are solely responsible for maintaining access to your wallet. Switchere cannot recover lost NFTs due to lost seed phrases, private keys, unauthorized transfers, malware, or other security compromises.
• Fiat Payment Risk: Payments processed by third-party providers may be subject to credit card network rules, compliance reviews, banking limits, delays, or cancellations without notice.
• Fraud & Counterfeit Risk: Switchere does not guarantee the authenticity, legality, or market value of any NFT listed, minted, or purchased through the Service. It is your responsibility to perform due diligence before executing transactions.

You assume full responsibility for all risks associated with using the Services, and you waive any claim against Switchere arising out of any loss, delay, fraud, misrepresentation, price fluctuation, or transaction failure.

9. Royalties, Rewards, and Promotions

NFT Platform provided by Switchere allows Creators to define Royalties at the time of minting, subject to the technical capabilities of the underlying blockchain. You acknowledge and agree that:

• Royalties are embedded in smart contracts and are automatically distributed upon secondary sale if supported by the receiving marketplace or wallet.
• Switchere does not collect or enforce off‑platform royalties and cannot guarantee royalty execution if assets are traded elsewhere.
• Switchere may, from time to time, offer reward points, promotional credits, giveaways, or community incentives ("Rewards").
• Rewards have no intrinsic or fiat value, are not transferable or redeemable for cash, and may be changed, suspended, or terminated at Switchere's sole discretion.
• Misuse of promotional features, including fraudulent sign‑ups, referral abuse, or exploit attempts, may result in disqualification, suspension, or banning.

You must comply with all published program rules, eligibility requirements, and deadlines to receive or redeem promotional benefits.

10. Fees and taxes

Switches may charge fees for the use of its Partner's services. These fees will be disclosed to you before you complete a transaction. By completing a transaction, you agree to pay any applicable fees. The fees offered to Users who access our Partner's services may be either higher or lower than when accessing our Partner's services directly on their website.

NFT Platform provided by Switchere operates on a transparent and standardized revenue share model in which Creators receive 95% of primary NFT sale proceeds and Switchere retains a 5% platform fee. Receival time of the sale proceeds for Creators may vary depending on chosen payment methods as well as Creators own financial institution chosen to receive the sale proceeds. This model applies to both crypto-based and fiat-based sales, subject to conversion and processing fees that Payment Processors or blockchain networks may separately charge.

You acknowledge and agree to the following:

• Blockchain transactions may be subject to variable gas fees, which are paid directly to the network validators and not collected by Switchere;
• Fiat payments may include processing fees or foreign exchange fees imposed by third-party providers or your financial institution;
• Switchere does not offer refunds on successful NFT transactions;
• NFT Platform fees are disclosed prior to purchase and are non-refundable once a transaction is confirmed;
• All taxes arising from your use of the Services, including but not limited to value-added tax (VAT), income tax, capital gains tax, or self-employment tax, are your sole responsibility;
• Switchere does not issue tax forms, withhold taxes on your behalf, or report your activity to tax authorities unless required by law;
• You are advised to consult with independent tax professionals regarding your obligations related to NFT sales, royalties, and crypto-to-fiat transactions.

You are fully responsible for determining whether, and to what extent, any taxes apply to any transactions associated with the Services. You must withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We are not responsible for collecting these from you, for making any payments on your behalf, or for providing any reports relating to tax.

11. Compliance and Verification

You agree to comply with all applicable laws and regulations related to the use of our Partner services or NFT Platform. Our Partner may require you to provide additional information and documentation to verify your identity and ensure compliance with their legal obligations in accordance with their Anti-Money-Laundering policy: https://paybis.com/policies/aml/, and Payment Processors may require you to provide additional information and documentation to verify your identity and ensure compliance with their legal obligations in accordance with their Anti-Money-Laundering when using NFT Platform services.

Creators may be required to provide additional information to Switchere upon request to ensure compliance with these Terms of Use as well as applicable regulations.

12. Intellectual Property Rights and Content Licensing

You retain full ownership and intellectual property rights to the original creative work ("NFT Content") that you mint, upload, or link to any NFT using the NFT Platform, provided you are the lawful rights holder or have obtained all necessary permissions, licenses, and consents. However, by minting, listing, or uploading any NFT Content via NFT Platform, you hereby grant Switchere a perpetual, worldwide, royalty-free, sublicensable, and non-exclusive license to use, reproduce, display, publish, transmit, distribute, and otherwise exploit such NFT Content in connection with:

• The operation, promotion, and improvement of the NFT Platform;
• Social media marketing, promotional campaigns, and Creator spotlights;
• Inclusion in any featured collections, drop pages, or community events;
• Creating thumbnails, metadata previews, or media embeds for Users or search engines;
• Public communication, research, archival, or internal analytics purposes.

You as a Creator warrant that your NFT Content:

• Is your original work or is licensed appropriately for the intended use;
• Does not infringe any third party's copyright, trademark, moral rights, publicity rights, or privacy rights;
• Does not contain material that is defamatory, pornographic, unlawful, discriminatory, or misleading;
• Complies with all applicable local and international IP laws and content regulations.

Switchere does not act as an arbiter of intellectual property disputes. We may, at our discretion, remove content in response to takedown requests or court orders, and reserve the right to suspend or permanently restrict access for repeat infringers or Users involved in unauthorized use of copyrighted material.

All other content apart from NFT Content on this website, including but not limited to text, graphics, logos, images, audio, video, design, layout, software, code, and any other materials (collectively, "Content"), is the exclusive intellectual property of Switchere and/or our Partner or its licensors and is protected by applicable copyright, trademark, and other intellectual property laws.

No part of the Content may be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used in any manner—whether in whole or in part, for commercial or non-commercial purposes—without the prior written consent of Switchere.

Any unauthorized use of the Content may result in legal action, including but not limited to claims for damages and/or injunctive relief.

13. Privacy

Your privacy is important to us. Please refer to our Privacy Policy for information on how we collect, use, and protect your personal data.

14. Limitation of Liability

To the fullest extent permitted by law, Switchere shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, NFTs, security breaches, wallet hacks, ,smart contract failures, errors in fiat payment processing or delayed delivery of NFTs, downtime, bugs, software malfunctions, or service interruptions, actions of third-party wallets, marketplaces, or fiat processors or other intangible losses, resulting from:

• Your use or inability to use the services.
• Any unauthorized access to or use of our servers and/or any personal information stored therein.
• Any interruption or cessation of transmission to or from our services.
• Any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party.
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services.
• Any wrongdoing, malfunction, intentional or unintentional fault by third party.

Switchere does not provide a virtual currency exchange, sale, purchase or custody services, but simply offers access to its Partner's services for its Users and NFT Platform services as described herein.

15. Indemnification

You agree to indemnify, defend, and hold harmless Switchere, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the services or your violation of these Terms of Use.

16. Termination

Switchere reserves the right to suspend or terminate your account and access to the services at any time, without notice, for any reason, including if you breach these Terms of Use.

17. Governing Law

These Terms of Use and any disputes arising out of or related to the use of the services shall be governed by and construed in accordance with the laws of the republic of Lithuania, without regard to its conflict of law principles.

18. Data Protection and Privacy

Switchere complies with the General Data Protection Regulation (EU 2016/679) ("GDPR") and any applicable Lithuanian data protection laws. For details on how we collect, store, process, and share personal data, please refer to our Privacy Policy. By using the Services, you consent to the processing of your data in accordance with that policy.

19. Force Majeure

Switchere shall not be held liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, cyberattacks, governmental actions, war, terrorism, labor disputes, or failures of third-party infrastructure, blockchain networks, or Payment Processors.

20. Severability

If any provision of these Terms is deemed unlawful, void, or unenforceable under applicable law, that provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.

21. Contact Information

If you have any questions or concerns about these Terms of Use, please contact us via e-mail: [email protected]

22. Entire Agreement

These Terms of Use constitute the entire agreement between you and Switchere regarding the use of the Services and supersede any prior agreements between you and Switchere relating to the use of the services.

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.