By using the Swoofee Service in any manner You agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity, its affiliates, and all users who access the Swoofee Service through Your account to these Terms of Service.
The following capitalized terms, when used in this Agreement, have the following meanings:
“Agreement” or “Terms of Service” means this document, titled “Swoofee Terms of Service.”
“You”, “User”, or “Customer” mean any business, person or organization that has accepted these Terms of Service for the purpose of using the Service and includes any individual, corporate or unincorporated body (whether or not having separate legal personality).
“Service” means, the services provided by Swoofee to You under the terms of this Agreement (including those additional terms and conditions and policies referenced herein and/or available by hyperlink) and as described on the Swoofee marketing site, or any other website, documentation or communication notified to You by Swoofee from time to time.
“Swoofee” or “Swoofee Ltd” means Swoofee, Limited, a private company limited by shares incorporated in Ireland with the registered office of Unit 2E, the Atrium, Blackpool Retail Park, Cork, Ireland.
“Account” means the business relationship established between You and Swoofee upon Your acceptance of these Terms of Service.
“Site” refers to the website hosted at domain http://Swoofee.com and all associated subdomains.
Swoofee uses the third party payment platform, Stripe, the Stripe API, and in conjunction, your Stripe account to process credit and debit card transactions for your Swoofee account (the “Stripe Services”). Swoofee is a “Partner Application” as defined in the Stripe Terms of Service.
By using Swoofee and agreeing to the Swoofee Terms of Service, You also agree to be bound by the Stripe Terms of Service.
By agreeing to the terms of this Agreement, You expressly understand and agree that Swoofee shall not be liable for any payments and monetary transactions that occur through Your use of the Service or the Stripe Services. You expressly understand and agree that all payments and monetary transactions are handled by Stripe. You agree that Swoofee shall not be liable for any issues regarding financial and monetary transactions as part of the Stripe Services or between You and any other party, including Stripe.
You are responsible for all transactions (and refunds) processed through the Service and/or Stripe. Swoofee is not liable for loss or damage from errant or invalid transactions processed with Your Stripe account. This includes transactions that were not processed due to a network communication error, or any other reason. If You process a transaction, it is Your responsibility to verify that the transaction was successfully processed.
You understand that Swoofee uses the Stripe API to run the Service and that the Stripe API is subject to change at any time and such changes may adversely affect the Service. You understand and agree to not hold Swoofee liable for any adverse affects that actions (whether intentional or unintentional) on the part of Stripe may cause to Your Stripe account, Your Swoofee account, or Your business.
You must not process stolen credit cards, or unauthorized credit cards through Stripe and/or Your Swoofee account.
You understand that in order to explore the Service through a Swoofee Account, You will need to provide an Account Name and login credentials. However, in order to accept live payment transactions through the Service, You will need to complete the following:
· Provide a description of Your business and how You are charging payers
· Activate a live Stripe account and grant application permissions to Swoofee (and be bound to the Application Clauses listed in Stripe’s Terms of Service.)
During the account activation process, You will be required to enter a description of Your business and how You charge payers. This description, along with Your email address and account name, may be used on a profile web page that will be provided to Stripe for account verification and monitoring purposes.
You are responsible for maintaining the security of Your Swoofee and Stripe login credentials. Swoofee is not liable for any loss or damage from Your failure to maintain the security of these credentials.
MODIFICATION OF TERMS OF SERVICE
Swoofee reserves the right, acting in its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending an email to You. Swoofee may also impose limits on certain features and Services or restrict Your access to parts or all of the Service without notice or liability. You are responsible to check these Terms of Service periodically for changes, and Your continued use of the Service after the posting of any changes to the Terms of Service constitutes acceptance of those changes.
COPYRIGHT AND CONTENT OWNERSHIP
We or our licensors reserve all copyright, intellectual property rights and other rights throughout the world in the Services and to any information, idea, design, computer program, database, textual, graphical or other material comprised in the Services, or otherwise provided by us in relation to this Agreement or developed by us or on our behalf and to our Logo. This material may not be reproduced or copied by any means whether electronically or not without our prior written permission.
We grant to you a non-exclusive non-transferable right to display our Logo on your website for the duration of this Agreement (but we reserve the right to end this licence earlier at any time for any reason) only for the purpose of informing your Customers that you process your payments using Swoofee.
You must use our Logo in accordance with our guidelines (that we publish from time to time). You must not alter our Logo or do (or fail to do) anything that could adversely affect our rights in the Logo or its value and you agree to immediately enter into any document necessary for the recording, registration or safeguarding our rights in the Logo. You also agree to tell us as soon as possible if you become aware of any infringement of our rights in our Logo.
You agree to fully reimburse us for any loss or damage that we suffer as a result of any use by you of our Logo which is not in accordance with this Agreement.
Unless you inform us otherwise in writing on the commencement of this Agreement, you grant to us a non-exclusive non-transferable right to use your name and logo on our website and in our marketing or promotional material for the Term for the purpose of identifying you as a customer.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Service. 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.
You are solely responsible for all customer service issues relating to your goods, services, or donations, 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 Swoofee Account.
THIRD PARTY SERVICES
You acknowledge and understand that Swoofee uses third party vendors to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Swoofee reserves the right to change Service providers at any time. Swoofee is not responsible for any interruptions in the Service as a result of these third party vendors or its integration with them.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake:
(a) not to copy any software or documentation provided to you by Swoofee or its affiliates in relation to the Service, except where such copying is incidental to normal use of the Service or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of any software or documentation provided to you by Swoofee or its affiliates in relation to the Service nor permit any software or documentation or any part of thereof to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service; and
(d) not to provide, or otherwise make available, the Service in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person not permitted under the terms of this Agreement without prior written consent from us;
RULES AND CONDUCT
As a condition of use, You promise not to use the Service for any purpose that is prohibited by these Terms of Service.
By way of example, and not as a limitation, You agree not to take any action (and/or shall not permit any third party to take any action) on or through the Service that:
· Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
· You know is false, misleading, untruthful or inaccurate;
· Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
· Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Swoofee or any third party;
· Impersonates any person or entity, including any employee or representative of Swoofee.
Additionally, You agree that You will not:
· Take any action that imposes or may impose (as determined by Swoofee in its sole discretion) an unreasonable or disproportionately large load on Swoofee’s (or its third party providers’) infrastructure or the Service;
· Interfere or attempt to interfere with the proper working of the Service or any activities conducted using the Service;
· Bypass any measures Swoofee may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
· Run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or
· Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
· Disable or remove any of the features or design on the Service.
You also agree that You will not (directly or indirectly):
· Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction,
· Modify, translate, or otherwise create derivative works of any part of the Service, or
· Rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder, and that it, he, or she will, in the course of using the Service, abide by all applicable local, state, national and international laws and regulations.
You shall as a User of the Service under the terms of this Agreement:
(a) provide Swoofee with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be required by Swoofee or any third parties;
in order to provide the Service, including but not limited to any data, security access information and configuration services;
(b) without affecting Your other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance, Swoofee may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that You use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Swoofee, its contractors and agents to perform their obligations under this agreement, including without limitation the Service; and
(f) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems in order to access the Service, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
You agree to pay the fees assessed by Swoofee to You for providing the Service. These fees will be calculated pursuant to the Fee Schedule linked to here: http://Swoofee.com/pricing. We reserve the right to revise our Fees at any time, subject to a thirty (30) day notice period to You.
Except as required by law, You are solely responsible for compiling and retaining permanent records of all transactions and other data associated with Your Swoofee Account, Your Stripe Account, Your Transaction History in either Service (Swoofee or Stripe) and Your use of the Swoofee Service.
By registering for Swoofee, You are confirming to be either a legal resident, a citizen, or a business entity authorized to conduct business in one of the countries in which Stripe operates.
Swoofee grants You a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to accept and receive payments and to manage the funds You so receive. The Service includes our website, any software, programs, documentation, tools, internet-based Services, components, and any updates (including software maintenance, Service information, help content, bug fixes or maintenance releases) thereto provided to You by Swoofee.
The Service is licensed and not sold. We reserve all rights not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant You any rights to our trademarks or Service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and Service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
The Agreement is effective upon the date You agree to it (by electronically indicating acceptance) and continues so long as You use the Service or until terminated by Swoofee.
You may terminate this Agreement by closing Your Swoofee Account. We may terminate this Agreement and close Your Account at any time for any reason stipulated explicitly or implicitly in these Terms of Service.
SWOOFEE AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS PROVIDE THE SITE AND THE SERVICE “AS IS,” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. SWOOFEE’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SWOOFEE SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
In no event shall Swoofee, and (as applicable) Swoofee’s subsidiaries, officers, directors, employees, or suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to your conduct in connection with the use of the service, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental, or consequential damages. Swoofee’s liability, and (as applicable) the liability of Swoofee’s subsidiaries, officers, directors, employees, and suppliers, to any user, client, non-profit, or third party in any circumstance is limited to the lesser of (a) the amount of fees paid by the claimant to Swoofee in the 12 months prior to the act giving rise to liability, or (b) €100.
Swoofee shall have no liability in contract, tort (including, without limitation, negligence) or otherwise for any loss or cost suffered or incurred by You arising out of or in connection with any act or omission on the part of a person to whom any of Swoofee’s duties or obligations under this Agreement has been delegated or sub-contracted provided that Swoofee exercised reasonable skill and care in the act of making the delegation or sub-contract in question.
Swoofee shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise): (i) loss of revenue, (ii) loss of actual or anticipated profits, (iii) loss of contracts, (iv) loss of the use of money, (v) loss of anticipated savings, (vi) loss of business, (vii) loss of opportunity, (viii) loss of goodwill, (ix) loss of reputation, (x) loss of, damage to or corruption of data, or (xi) any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (i) to (x) above) whether arising out of, or in connection with, or in relation to the Service supplied by Swoofee provided that nothing in this Agreement shall exclude or limit Swoofee’s liability under the tort of deceit or for death or personal injury, or any other liability to the extent that, under applicable law, it cannot be excluded or limited.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
You agree to indemnify and hold Swoofee and (as applicable) any parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of his, her, or its breach of this Agreement (including any documents it incorporates by reference) or Your violation of any law or the rights of a third party.
You agree to promptly give written notice to Swoofee of any breach of this Agreement and give to Swoofee in a timely way such information and access to its personnel, documents and records as Swoofee may request from time to time in connection with any such breach of this Agreement to which You become aware.
You agree to the satisfaction of Swoofee, take such action as Swoofee may reasonably request from time to time to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal any claim, proceedings or determination arising from or in respect of this Agreement.
You agree to the satisfaction of Swoofee, take such action as Swoofee may reasonably request from time to time to from and against any losses which it may suffer or incur in so doing, take such action as may reasonably be required of You by Swoofee to mitigate Swoofee’s loss.
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labour strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse Your liabilities and obligations under Section 10, including without limitation for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and Services.
Swoofee does not guarantee continuous, uninterrupted access to the Service, and operation of the Service. At any time the Service may be interfered with by numerous factors inside and outside Swoofee’s control.
If the whole or any part of a provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of this Agreement and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between You and Swoofee, and You shall not have any right or authority to act on behalf of Swoofee or to bind Swoofee in any way.
GOVERNING LAW AND JURISDICTION
This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Irish law. The Irish courts shall have non-exclusive jurisdiction to hear, determine and settle any dispute arising out of or in connection with this Agreement or any related non-contractual obligations and the parties submit to the non-exclusive jurisdiction of the Irish courts.