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Swapcard Legal

Effective Date: July 15, 2016

Welcome to Swapcard! We invite you to access our website, iOS and Android apps, our API and use our Service, but please note that your invitation is subject to your review and agreement with these Terms of Use. This document describes in detail your rights and our rights relating to the provision of the Service, so please review these Terms carefully, because you will be legally bound to these Terms.

 

Swapcard Corporation (“Swapcard,” “we” and sometimes “us”) only provides its Service to you subject to these Terms of Use.

 

 

What is Swapcard’s Services?

 

The Service consists of all Swapcard’s software which are hosted on our servers or made available by Swapcard to its users and which allow them to access and use the Service, which includes the website, phone’s applications and API using the Swapcard platform (the “Swapcard Software” or the “Software”) and all products, services and web sites hosted or made available by Swapcard, where you can create your own digital business card, manage your address book, scan paper business cards, share contacts between team members, network during events, monitor your Account Information and your Data  and do many wonderful things on multiple computer devices and systems (collectively, the “Service”).

 

What are the Terms of Use?

 

The Terms of Use constitutes a contract between you and us. The Terms include the provisions set forth in this document and in the Swapcard Privacy Policy and other terms or conditions that may be presented to you from time to time in connection with specific Service offerings (all of which we collectively refer to as the “Terms of Use” or “Terms”).

 

If you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.

 

By using the Service, you acknowledge, accept and agree to be bound by all provisions of the Privacy Policy, including, without limitation, the use and treatment of your Account Information, Personal Information and your Data in accordance with such Privacy Policy.

 

 

If this is a contract, who are the parties?

 

These Terms of Use document, is an agreement you must accept in order to use the Service. You are one party to this contract.

 

This document is applicable to users of:

 

  • Swapcard App - individuals (i) who registered spontaneously to the Services or (ii) who have been added as attendees or exhibitors by an Event Administrator through its interface or when registering through an online ticketing solutions to an existing event that has already been created in the Service by an Event Administrator (“Individuals”),

 

  • Swapcard Business – (i) team administrators who manage and run a team to share and collect contacts during or outside of events (“Team Administrators”) and (ii) team members who are invited to join an existing team that has already been created in the Service by a Team Administrator (“Team Members”), and

 

  • Swapcard Events – event administrators who manage and run an event page to boost networking and leads among attendees and exhibitors (“Event Administrators”).

 

Being specified that Team Administrators and Event Administrators are collectively referred as “Administrators”, while Team Members are collectively referred as “Members” and the terms “you” and “users” encompass all users, including Administrators, Members and Individuals.

 

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its Members and its affiliates to these Terms. In that case, the terms “you” or “your” shall also refer to such entity, its Members and its affiliates, as applicable. If you do not have such authority, or if you do not agree with these Terms, you may not use the Service.

 

You acknowledge that these Terms is a contract between you and Swapcard, even though it is electronic and is not physically signed by you and Swapcard, and it governs your use of the Service.

 

Wherever you reside in the world the other party to this contract is Swapcard Corporation, a corporation headquartered in France

 

 

Is this the only contract I have with Swapcard?

 

It depends upon how you interact with the Service. If you install any Swapcard Software on your computing devices, you may be asked to agree to an end user license agreement.

 

Notably, if you are an Administrator , we may also ask you to pass a separate agreement with us (a "Specific Agreement"). In case of contradiction between the Specific Agreement and these Terms, the provisions of the Specific Agreement will prevail to the extent of this contradiction and in accordance with the specific object of this Specific Agreement.

 

Will these Terms of Use ever change?

 

Changes in these Terms are almost certain to happen, due to changes in our Service and the laws that apply to us and you. If we make a change, we will do our best to provide you with advance notice, although in some situations, such as where a change is required to satisfy applicable legal requirements, an update to these Terms may need to be effective immediately. We will announce changes here at our site, and we also may elect to notify you of changes by sending an email to the address you have provided to us. We will also try to explain the reasons for the change.

 

If we do update these Terms, you are free to decide whether to accept the new terms or to stop using our Service. Your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms.

 

If any change to these Terms is not acceptable to you, your only remedy is to cancel your account and stop using the Service (see “How is My Account Closed” below).

 

Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement bearing a signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.

 

What do I have to do to use the Service?

 

First, you need to create a Swapcard account. You create an account by providing us with an email address, and creating a password. We refer to this as your “Account Information.” We encourage you to use a distinct and non-obvious password combination that is different from what you use for other services.

 

You are responsible for maintaining the accuracy, completeness and confidentiality of your Account Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Account Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure. If you discover any unauthorized use of your Account Information or suspect that anyone may be able to access your private Data, you should immediately change your password and notify our team at support (at) swapcard (dot) com.

 

If you are an Administrator, as part of the registration process, you will identify your Account Information. You may use these credentials to invite individuals to become Members of your team (each with their own password) under your account, up to the maximum number permitted for your account, if applicable. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of your Members.

 

Second, even if you can use our website, in order to use Swapcard on a variety of computing devices, you will need to install our software on your phones. Obtaining those devices and paying for their connectivity and data plans is your responsibility. Swapcard also has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.

 

 

Once I have an account, what are my rights in the service?

 

Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms.

 

In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Swapcard Software provided to you by or on behalf of Swapcard, for the sole purpose of enabling you to use the Swapcard Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the Swapcard Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. It being specified that you do not obtain any other right or interest in Swapcard or the Service.

 

Swapcard’s data protection laws say my data is mine – what does that mean?

 

You retain copyright and any other rights you already held in your Data before you submitted, posted or displayed it on or through the Service. But you do have to grant Swapcard a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, Swapcard acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Data.

 

What is the license I have to grant to Swapcard?

 

In order to enable Swapcard to operate the Service, we must obtain from you certain license and other rights to the Data you submit so that our processing, maintenance, storage, technical reproduction, back-up and distribution and related handling of your Data doesn’t infringe applicable copyright and other laws.

 

This means that by using the Service and uploading Data, you grant Swapcard a license to display, perform and distribute your Data and to modify (for technical purposes, e.g., making sure Data is viewable on smart phones and computers) and reproduce such Data to enable Swapcard to operate the Service. You also agree that Swapcard has the right to elect not to accept, post, store, display, publish or transmit any Data in our sole discretion.

 

You agree that these rights and licenses are royalty free, irrevocable and worldwide (for so long as your Data is stored with us), and include a right for Swapcard to make such Data available to, and pass these rights along to, others with whom Swapcard has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Data to third parties if Swapcard determines such access is necessary to comply with its legal obligations. (For more information please read our Privacy Policy).

 

If you elect to use any third party service or application that is integrated with Swapcard, you also agree that the licenses granted to Swapcard in the preceding paragraph shall apply to Data that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Data, you grant Swapcard the right and license to enable such access to and extraction of your Data.

 

Inasmuch as we rely upon your rights to upload and distribute your Data, you represent and warrant to Swapcard that you have the unfettered legal rights and authority to submit your Data to Swapcard, to grant the rights granted to Swapcard under these Terms and to make any publication or other distribution of that Data in your use of the Service. You also represent to us that, by submitting Data to Swapcard and granting Swapcard the rights described in these Terms, you are not infringing the rights of any person or third party.

 

Finally, you understand and agree that Swapcard, in performing the required technical steps to provide the Service to our users, may make such changes to your Data as are necessary to conform and adapt that Data to the technical requirements of connecting networks, devices, services or media.

 

Are there rules about what I can do on the service?

 

Yes. Your use of the Service must be in accordance with these Terms. When it comes to your use of Swapcard, you agree that you are responsible for your own conduct and all conduct under your account. This means all data – such as text, images, contact details, messages, business cards and anything else you can think of, no matter what the form or technical structure (collectively, “Data”) – created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Data or introduced it into the Service. This applies whether the Data is kept private, shared or transmitted using the Service or any third party application or services integrated with the Service.

 

Members should be aware that their Administrators may have certain rights to access your account and may obtain related information in connection with the Service. Administrators also set policies regarding your use of various aspects of the Services, including privacy settings and the ability to share and export Data from your account.

 

What am I forbidden to do?

 

You agree not to:

 

  1. upload, post, transmit, or otherwise make available any of your Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. use the Service to harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a Swapcard employee, Administrator or other Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. manipulate identifiers in order to disguise the origin of any of your Data;
  5. upload, post, transmit, or otherwise make available any of your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload, post, transmit or otherwise make available any of your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  7. sublicense, resell, rent, lease, transfer or assign (except as permitted herein) the Service or its use, or offer the Service on a time share basis to any third party;
  8. use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  9. use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
  10. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Service;
  11. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
  12. modify, adapt, or hack the Service, including by using any non-public Swapcard APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
  13. intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service;
  14. use the Service to "stalk" or otherwise harass another; and/or
  15. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

 

 

Will Swapcard look at my Data?

 

Your privacy in your Data is a paramount concern for us, and we hope that we never need to examine anyone’s Data. However, there are limited circumstances in which we may have the need to review part or all of your Data, as discussed in our Privacy Policy.

 

Will anyone else see my Data?

 

Except as described here and in our Privacy Policy and depending the Services you use, unless you elect to enable others to view or have access to the Data you submit to the Service, no one else should see your Data without your consent. Of course, if you do elect to publish or share any portion of your Data by exchanging you Data with another person or publishing it on your social medias or making it public, then you would be enabling each of those permitted users of your Data to access, use, display, perform and distribute your Data (subject to any understandings or agreements you and such users may work out without Swapcard’s involvement). Please consider carefully what you allow to be shared or made public.

 

If you are an Individual registered to an event created in the Service by an Event Administrator, you need to know that the Event Administrator has the right to restrict your access to Data of this event page and also has access to your profile information and analytics about your use.

 

For more information, please read our Privacy Policy.

 

I’m guessing Swapcard has some rights relating to the service?

 

We do. They’re described here:

 

Data rights.

 

While you own the Data you store with the Service, you acknowledge and agree that Swapcard (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software comprising a part of the Service.

 

Intellectual property rights.

 

In agreeing to these Terms, you also agree that the rights in the Service and Swapcard Software, including all intellectual property rights, such as trademarks, patents, industrial designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Specific Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Swapcard Software, unless you are expressly permitted to do so under an open source license or we give you express written permission.

 

Right to modify the service.

 

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service and any Swapcard Software, including changes that may affect the previous mode of operation of the Service. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the characteristics of your account, the number of transmissions and email messages, the nature of, or your continued ability to access or distribute, your Data and other data, and impose other limitations at any time, with or without notice.

 

You also acknowledge that a variety of Swapcard actions may impair or prevent you from accessing your Data or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Swapcard has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Data. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service.

 

Marketing purposes

 

Swapcard reserves the right to use your identity as a reference for marketing or promotional purposes on Swapcard’s website and in other communication with existing or potential Swapcard customers. Furthermore, Swapcard may create cases studies, especially if you are an Administrator, which you agree to participate, if requested. For example, we might list your company on one of our webpages under lists of Swapcard customers or appear on videos. We don’t want to list customers who don’t want to be listed, so you may send an email to info (at) swapcard (dot) com stating that you do not wish to be used as a reference.

 

With respect to attendees and exhibitors information inputted by such person or added by the Event Organizer through its interface may be used by Swapcard in accordance with our Privacy Policy and Terms of Use, including for marketing or promotion of other events or services that may be of interest to the applicable user.

 

Right to engage third parties

 

Swapcard may from time to time engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Service and you hereby agree that such third party involvement is acceptable.

 

Right to update our software

 

In connection with any modification of the Service, Swapcard may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. Swapcard will endeavour to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), Swapcard may require you to install the update to continue accessing the Service. In all cases, you agree to permit Swapcard to deliver these updates to you (and you to receive them) as part of your use of the Service.

 

How does Swapcard respond to copyright or other intellectual property violations?

 

We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms. If you believe that your intellectual property rights have been violated, please notify our compliance team at legal (at) swapcard (dot) com and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Swapcard does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights.

 

Where does my data go?

 

The Service is available worldwide, but our data processing operations take place in Ireland. If you use the Service, you acknowledge that you may be sending electronic communications (including your personal account information and Data), through computer networks owned by Swapcard and third parties located in Ireland and other locations in the European Union and other countries. As a result, your use of the Service will likely result in interstate and possibly international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.

 

How is my account closed?

 

You may close your account with our Service at any time, for any reason (or no reason), and you don’t even have to give us notice.

 

If I have a great idea to share with Swapcard, what are my rights?

 

When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Swapcard through our Swapcard emails or through any other mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Swapcard is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Swapcard shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Swapcard may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Swapcard without any obligation of Swapcard to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Swapcard under any circumstances.

 

Does Swapcard serve ads?

 

No. Our business model is to make the Service so valuable that our users will opt to pay for a premium service when available. However, we may promote other Swapcard products and services, events, demonstrate various uses of our Service and promote certain third party applications and services that work with Swapcard.

 

What are Swapcard’s payment policies?

 

To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide Swapcard accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Swapcard in accordance with the terms set forth on Swapcard’s website and these Terms, and you authorize Swapcard to bill your payment instrument in advance on a periodic basis in accordance with such terms.

 

If you dispute any charges you must let Swapcard know within sixty (60) days after the date that Swapcard invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. Swapcard may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services.

 

What else do I need to know?

 

Termination

 

These Terms will continue in full effect unless and until your account or these Terms is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months, and Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your account at any time by using the account deactivation interface. Only Administrators have the ability to deactivate and delete Members accounts.

 

Swapcard may suspend access to your account, or close your account (or the access privileges of any Member), with or without notice according to these Terms. Reasons for Swapcard suspending or closing your account may include, without limitation: (i) breach or violation of these Terms or any Specific Agreement, (ii) an extended period of inactivity (determined in Swapcard’s sole discretion), (iii) your non-payment of any fees or other sums due Swapcard or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (vi) unexpected technical or security issues or problems.

 

Upon any termination of these Terms, we will have no obligation to maintain or provide your Data. If your team or event’s account is deleted, we will delete or destroy all copies of your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.

 

In most cases, in the event we elect to close your account, we will provide at least 30 days advance notice to you at the email address you have provided to us, so you have a chance to retrieve any Data stored on the Service servers (unless we determine that we are legally prohibited from enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Data contained in that account or otherwise use the Service through that account.

 

Disclaimer of Warranties

 

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Swapcard shall use reasonable efforts to provide advance notice of any material scheduled service disruption. You acknowledge that you bear sole responsibility for adequate security, protection and backup of your Data. Swapcard will have no liability to you for any unauthorized access or use of any of your Data, or any corruption, deletion, destruction or loss of any of your Data.

 

Third-Party Links

 

We may include or recommend third party resources, materials and developers and/or links to third party websites and applications as part of, or in connection with, the Service. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.

 

Indemnity

 

You agree to indemnify and hold Swapcard, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Use or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

 

Limitation of liability

To the maximum extent permitted by law, the Service Is Available “As Is.”

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

 

(a) YOUR USE OF THE SERVICE IS ALL AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWAPCARD EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

(b) SWAPCARD DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.

 

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

 

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SWAPCARD OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SWAPCARD, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF SWAPCARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) SWAPCARD’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF USE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.

 

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

 

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, SWAPCARD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

Exclusions and limitations

 

NOTHING IN THESE TERMS OF USE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY, WHICH MAY NOT BE LAWFULLY, EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS, WHICH ARE LAWFUL IN, YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

Waiver

 

The failure of Swapcard to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 

Assignment.

 

You may not assign these Terms without the prior written consent of Swapcard, except, if you are a company or other legal entity, you may assign these Terms in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to Swapcard. Swapcard may assign or transfer these Terms, in whole or in part, without restriction.

 

Indemnification.

 

You shall defend, indemnify, and hold harmless Swapcard from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms, any of your Data, or your (and your Members’) use or misuse of the Service. Swapcard shall provide notice to you of any such claim, suit or demand. Swapcard reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Swapcard’s defense of such matters.

 

If Swapcard has to send me notice of something, how will that happen?

 

This is another reason why it’s important for you to make sure your Account Information is accurate, complete and up to date. We may provide you with notices by email, regular mail or postings on the web site(s) related to the affected Service.

 

How can I send a notice to Swapcard?

 

Except where these Terms or any Specific Agreement specifically provide for use of a different means or address for notice, any notice to Swapcard must be delivered by email to compliance at info (at) swapcard (dot) com. This email address may be updated as part of any update to these Terms of Use. If you are unable to deliver notice via email, you may send a notice to us at the following address (as applicable to your Service provider):

 

Swapcard Corporation

46 rue René Clair

75018

Paris

Attention: Legal Notice

 

What law applies to my use of Swapcard?

 

Wherever you live in the world, these Terms and the relationship between you and Swapcard (including any dispute) shall be governed in all respects by the laws of France and shall be considered to have been made and accepted in France, without regard to conflict of law provisions.

 

If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

 

What do I do if I think I have a claim against Swapcard?

 

Let us Know About Your Complaint

 

We want to know if you have a problem so we encourage you to contact our team at legal (at) swapcard (dot) com if you have any concerns with respect to the operation of the Service or any Swapcard Software, as we want to ensure that you have an excellent experience.

 

Initiating a formal claim

 

If you conclude that we have not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. Swapcard provides the Service to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against Swapcard in any other manner, you shall be in violation of these Terms and you agree that Swapcard shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Swapcard for its reasonable costs incurred in defending against such improperly initiated claim.

 

You agree that prior to initiating any formal proceedings against Swapcard, you will send us a notice to our attorneys at our headquarters and state that you are providing a “Notice of Dispute.” Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.

 

Except where our dispute is being resolved amicably,wherever live in the world, you agree that any claim or dispute you may have against Swapcard must be resolved exclusively by the competent court located in Paris, France. You agree to submit to the exclusive personal jurisdiction of the courts located within Paris, France (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.

 

Claims are time-barred

 

You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.

 

The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.

 

Anything else?

 

A couple of final, but important, points. First, these Terms constitute the entire agreement between you and Swapcard and govern your use of the Service, except if you have entered into a Specific Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and Swapcard for the use of the Service. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Swapcard in any respect whatsoever.

 

Second, you acknowledge and agree that each affiliate of Swapcard shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.

 

Finally, the section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

 

 

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