ACCEPTANCE OF TERMS
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.
“Service” means, but is not limited to mean, the Service described on the Swoofee marketing site.
“Swoofee” or “Swoofee Ltd” means Swoofee, Ltd, a limited liability company based in Ireland and have our reguistered office at 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 3rd party payment platform, Stripe, the Stripe API, and in conjunction, your Stripe account to process credit and debit card transactions for your Swoofee account. 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 Stripe’s Terms of Service.
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. 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 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.
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 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 NONPROFIT, 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. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION 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.
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 any provision of this Agreement is held unenforceable, then such provision will be disregarded, and all remaining provisions of this Agreement shall remain in full force and effect.
You agree that Swoofee is an independent contractor, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended to be created by this Agreement.
CHOICE OF LAW AND VENUE
This Agreement shall in all respects be interpreted and construed with and by the laws of the Republic of Ireland.