Terms of Service

These Terms of Service (the “Terms”) is an agreement between you (“you”, “your” or “yourself”) and Swivl, LLC, a Florida limited liability company (“Swivl” “we” “our” or “us”). You must read, agree with, and accept all of the terms and conditions contained in these Terms in order to use our website located at www.swivlpros.com (the “Site”) and related services, software, and applications available on or through Swivl’s website and any affiliated companies’ websites (collectively the “Platform”). We may amend these Terms at any time without written notice to you. An amendment to these Terms shall be deemed valid and effective when the amendment appears on the Site. Your continued use of the Platform and/or a Service after the effective date of a revised version of these Terms constitutes your acceptance.

These Terms include and hereby incorporate by reference the agreements and polices referred to or linked to herein, including our Privacy Policy as well as any Agreement(s) (as defined in Section 2.3 below) you enter into through the Platform, as such agreements and policies may be modified by Swivl from time to time in our sole discretion. In the event of a conflict between such policies and agreements and these Terms, these Terms control.

Please read these Terms carefully and in the event of any ambiguity and/or concerns, contact us before registration and/or use of the Platform or any related Services. You understand that by checking the box and clicking the “submit” button, or by using the Platform, you are agreeing to be bound by these Terms. If you do not accept these Terms in its entirety, do not access or use the Platform. If you are agreeing to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms and “you” and “your” will refer and apply to that entity, and you individually and jointly.

Term and Termination
Your Use of the Our Platform
Services
Payment and Cancellation Policy
Rules and Policies
Our Role
Warranty Disclaimer, Limitation of Liability, and Indemnification
Social Media Plugins/Other
Miscellaneous Provisions

Article 1: Term and Termination

Section 1.1 Term. These Terms shall remain in full force and effect while you use Swivl’s Platform and/or Services or are a client/customer of Swivl. Swivl may terminate your account at any time, without warning, if you breach these Terms of Service. Even after your account is terminated, these Terms and your payment obligations will remain in effect.

Section 1.2 Termination. Swivl may terminate your access to your account, the Site and/or Platform at any time, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account.

Section 1.3 Consequences of Termination. Termination will not relieve you of your payment obligation(s), if any, which fees and expenses, together with any applicable taxes, will be charged to your account or other form of payment pursuant to Article 4.

Section 1.4 Survival. All provisions of these Terms that by their nature should survive termination shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Article 2: Your Use of the Platform

Section 2.1 Right to Participate. By using the Platform, you warrant that you are an actual end user of the products and Services provided by Swivl, or intend to be an end user of the products and services provided by Swivl, as well as a party with the “Right to Participate” and consent to access the Platform in accordance with the applicable laws of the United States and these Terms. The Right to Participate extends only to persons who:

a) have reached the age of eighteen (18) and with capacity to enter into contracts (“adults”); or

b) are under the age of eighteen (18), with prior written consent from a parent or legal guardian.

Section 2.2 Representations and Warranties by Means of Use of Platform. By utilizing the Platform, you make certain representations and warranties to us that we rely on in providing our Services. You represent and warrant that you are not a citizen or a resident of a country in which use or participation in the Platform is prohibited by any law, regulation, treaty, administrative order, or decree. You warrant that you are not associated with any countries with which the United States has any embargoes prohibiting or affecting your Right to Participate. You warrant that all submitted information is truthful, accurate, and will be maintained, including, but not limited to, your identity and personal information. You warrant that you are using the Platform as an actual end user of the products and services offered by Swivl, or that you believe in good faith that you may be interested in using the products or services Swivl offers. Swivl may decline to enter and/or terminate these Terms and any other Agreements between you and Swivl at its sole discretion or in the event of any breach of this Section 2.2.

Section 2.3 Purpose. The Platform has specific uses and by entering these Terms, you are agreeing to not use the Platform for any improper purposes. The Platform was designed to offer a space for our users, customers, clients, or potential users, customers, or clients to find information on our company, products, services, news, training, and history, among other information (the “Services” or “Products”). Such Services may be provided by Swivl employees and/or contractors (the “Contractors”). For purposes of clarity, each Service request, registration, or enrollment forms an “Agreement” between you and Swivl. The Purpose of the Company may be amended by the Company from time to time.

Section 3: Services

Section 3.1 Overview of Services. Swivl may offer the following through its Platform, which may include, but is not limited to:

Provide you with a personalized experience;
Provide training and certifications, including safety, for the use of our products;
Provide information on our products, their uses, functions, and results;
Provide publications, news, and opinions related to our industry;
Provide live chat services;
Provide communication forms; and
Provide help and personalized support through your personal account.

The Platform will display the most up-to-date offering and terms of Services and materials provided by Swivl. Any and all Services and materials offered and provided by Swivl are governed by these Terms. Please contact us before registration and/or purchase of any related Services in the event of any ambiguity or concern.

Section 3.2 Variations and Changes to the Services.

Swivl reserves the right to change or alter any dates, price, content, or other particulars of the Services at any time without notice to you.
Swivl, its agents, employees, representatives, affiliates, parents, or subsidiaries reserve the right to remove any content or user that is unreasonable, disrespectful, unethical, illegal, or outright offensive, in its sole discretion.
Notwithstanding the foregoing, Swivl shall not be liable for any delays in the performance of its obligations or Services under these Terms or any Agreement, if and to the extent such failure or delay is due to an event of force majeure, including, but not limited to server failures, outages, cyberattacks, viruses, software bugs, glitches, hardware failures, any other technical issues or difficulties, disruptions or delays caused or prevented by government ordered quarantine and/or travel restrictions of any essential parties to this transaction and/or closure of any essential business, governmental divisions, governmental department, local courts, or governmental agencies to this transaction as a result of the COVID-19 virus.

Section 3.3 Representations and Warranties by Participation and Use of Services. You represent and warrant You voluntarily agree to participate in the Services and assume the risk of any and all direct or indirect injury or damage to your person and/or property.

Section 3.4 General Disclaimer. Swivl makes no guarantees for any results based on any Services rendered to you.

Section 4: Payment and Cancellation Policy

Section 4.1 Our Fees. In the event that you make a purchase through the Platform, you are obligated to pay for the Services or Products in their entirety. Swivl will charge your payment method according to the then-current amount and frequency set forth on the Platform for the use of the Services selected by you, and you hereby authorize us to charge your payment method in its entirety for such amount(s). Swivl retains the right, in its sole discretion, to place a hold on any payment submitted by you. Swivl may modify any of the foregoing rates from time to time.

No refunds or credits will be provided once your payment method has been successfully charged. At Swivl’s sole discretion, refunds or credits may be granted in extenuating circumstances or to correct any errors made by Swivl, subject to any applicable cancellation fee.

While Swivl will use commercially reasonable efforts to ensure the security of all payment methods and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold Swivl harmless for any damages that may result therefrom. Swivl will use third party services to process the payments. For further information regarding that service, please contact Swivl to request information about Swivl’s third party processing providers.

You will be liable for all transaction taxes on the Services. Any and all agreements between You and Swivl shall supplement, and/or amend if stated directly, these terms.

Section 4.2 Non-Payment. If You fail to timely and/or fully pay the Service amount(s) due, you expressly authorize us and/or our third-party processor to charge any unpaid amounts to your provided payment method(s) and/or send you an invoice for such unpaid fees. In addition, your account with Swivl may be suspended and any work-in-progress and Service(s) will be suspended and/or terminated on any and all existing Agreements between you and Swivl, at Swivl’s sole discretion with no prior notice. Without limiting any other available remedies at law or in equity, you must reimburse us for amounts due upon demand, plus a late fee of ten percent (10%). In addition, any amount owed under this section will be subject to interest at eighteen percent (18%) per annum or the highest allowable interest rate in the applicable jurisdiction, whichever is higher. In our sole discretion, we may off-set amounts due against other amounts received from or held for you and make appropriate reports to credit reporting agencies and law enforcement. Swivl will, to the fullest legal extent possible, cooperate with law enforcement under this section.

Section 4.3 Payment Methods. Swivl is authorized by you to charge the payment method(s) provided by you in compliance with the Privacy Policy. You expressly authorize Swivl to charge your selected payment method(s) pursuant to the terms of the selected Product and Service in accordance with these Terms. You acknowledge that Swivl payment processing services are provided by our third-party processing partners. You agree that you will comply with the terms and conditions of any applicable vendor agreements and all applicable rules, policies, laws, and regulations, at all times while using such payment method(s).

Section 4.4 Cancellation Policy. NO REFUNDS OR CREDITS, TRANSFERS OF SERVICE, OR CANCELLATION WILL BE PERMITTED IN WHOLE OR IN PART. EXCEPT AS OTHERWISE SET FORTH BELOW, YOU ARE OBLIGATED TO PAY FOR THE ENTIRETY OF YOUR PURCHASE, INCLUDING ANY APPLICABLE TAXES AND FEES, PROVIDED SUCH SERVICE HAS BEGUN OR PRODUCT HAS BEEN DELIVERED.

You acknowledge and agree to the following cancellation policy:

Any and all Services offered and provided by Swivl and its Contractors will have designated start and end dates, unless otherwise stated. You acknowledge and agree that if you choose to cancel in accordance with this Section, Swivl and its Contractors have no obligation to provide an alternate Service and/or transfer your payments to an alternate Service offered by Swivl or its Contractors.
If you cancel prior to the commencement of the Service and Swivl’s provision of any materials and information, you may be eligible to receive a refund of fees and taxes already paid back to the original payment method for such cancelled Service.
Upon commencement of Swivl’s rendering of any Services, NO refunds or credits, transfers of service, or cancellations will be provided or allowed. You are obligated to pay for the entirety of the Service as selected by you and your payment method will be charged accordingly until the Service is paid in full. NO EXCEPTIONS WILL BE MADE. For purposes of clarity, Swivl’s rendering of any Services includes the provision of any information and/or materials accompanying the Service.
You are solely responsible for properly canceling any and all Services and/or your account. You are required to email us with your cancellation request. Upon receipt, one of our representatives will contact you via telephone within five (5) business days to review your request. As a security precaution, an email request to cancel or make changes to any Service or your account will not result in any change or cancellation. You MUST speak with a representative to cancel or change a Service or your account.

This Section includes and hereby incorporates by reference Agreement(s) for Services, including any personal training services agreement, entered into by and between you and Swivl. In the event of a conflict between any such Agreement(s) and these Terms, these Terms controls.

Article 5: Rules and Policies

Section 5.1 Your Content on Our Platform. In the event that You should provide Swivl with a testimonial, feedback, or compliment, You understand that such information may be posted on the Platform as public content (the “Posted Content”) and agree that Swivl shall be authorized to post the Posted Content. Swivl may or may not use Your name, your business’ name, and/or a description of your business alongside the Posted Content.

5.1.1. You also represent, covenant, and acknowledge that the Posted Content and any content or material submitted by you to the Platform through any form of submission (including, but in no way limited to, uploading, posting, publishing or displaying on the Platform) is content that you hold all right, title, and interest to. Title for purposes of this section shall include all copyright and rights of publicity associated with the Posted Content. By uploading or posting the Posted Content on the Platform, you expressly grant Swivl and its affiliated entities a non-exclusive, worldwide, royalty free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify or otherwise use the Posted Content in connection with the operation of the Platform. Our use of the Posted Content is also governed by the Privacy Policy which can be viewed by clicking here.

5.1.2. By posting content on Swivl’s website, you are granting an unrestricted, irrevocable, non-exclusive, royalty-free, perpetual, worldwide, and fully transferable, assignable, and sub-licensable right and license to use, copy, reproduce, adapt, publish, translate, distribute, and display your Content in whole or in part in any form media, or technology now known or later developed. By posting Content on Swivl, you warrant and represent that you either own or otherwise control all of the rights to that content, including without limitation, all rights necessary for you to provide, post, upload, input, or submit the Content without infringing upon or violating the rights of any third party. You further agree that you will not knowingly and with intent to defraud provide material and misleading false information. You also represent and warrant that the content you supply does not violate these Terms. You will not receive compensation or payment of any kind for your Content, and you agree that no industry practice or other custom will vary these Terms.

5.1.3. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR POSTS DO NOT DISCLOSE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION INCLUDING INFORMATION COVERED BY A NONDISCLOSURE AGREEMENT THAT YOU ARE NOT AUTHORIZED TO DISLOSE. Your Content will not be acknowledged or returned to you, and you acknowledge that any Content posted to Swivl is done so voluntarily, and that no confidential relationship has been or will be breached. You further understand that no industry practice or other custom will change your agreement with Swivl.

Section 5.2 Validation of Information. We may, from time to time, need to confirm or validate information that you provide to us via the Platform. You authorize us to use third parties and internal mechanisms to confirm any information you provide to us. Failure to provide any information that we request is deemed a violation of these Terms and may be cause for suspension and/or termination of the Services and your access to the Platform.

Section 5.3 Non-Circumvention. You acknowledge that our Platform derives its income from collecting and deducting a portion of the fees that you pay for our Services and then paying various third parties for their services to us, such as, but not limited to, the Contractors. You agree to abide by all circumvention related language in all agreements on the Platform and with Swivl.

In addition, you expressly agree that for a period of twenty-four (24) months from the time you last used the Platform or any Service, that you will refrain from Circumvention Conduct with the Contractors and other clients of Swivl. You will only contact Contractors to engage in or inquire about engaging the services of Swivl, and you will refrain from contacting clients that you become aware of through the Platform.

For the sake of clarity, Circumvention Conduct includes, but is in no way limited to, any:

attempt to create accounts to bypass, avoid, or evade any outstanding bill, charge, or invoice;
attempt to create accounts to bypass, avoid, or evade any ban from the Platform;
attempt to submit proposals, solicit, contract, hire, or pay Contractors outside of the Platform;
attempt to accept proposals, deliver services, invoice, and/or receive payment or otherwise contract outside of the Platform with Contractors;
attempt to modify the amount of money paid for Services; and
contact with other clients to discuss Services contracted with us.

Circumvention Conduct includes, but is not limited to, Circumvention Conduct that is indirect through any entities or parties related to you or the Contractor.

You understand that the true damage and loss of goodwill caused by Circumvention Conduct is impossible to calculate and quantify at this time and that, Swivl will be entitled to enforce its rights under these Terms specifically, to recover damages and costs (including attorney’s fees) caused by any breach of these Terms and to exercise all other rights existing in its favor, unless otherwise agreed by the Parties.

By using the Platform, you agree and assume to take on the affirmative duty to notify Swivl of any Circumvention Conduct by contacting us at the address listed in Section 8.4 below. Failure to notify Swivl of any Circumvention Conduct shall be deemed itself, Circumvention Conduct.

Section 5.4 Limitations. You are responsible for compliance with any and all applicable laws, rules, regulations, and tax obligations that may apply to your use of the Platform and/or Services. In connection with your use of the Platform, you agree to the following limitations, and you will not and will not assist or enable others to:

access, or attempt to access, our Platform or the Site by any means other than the interface provided and shall not use the information from the Platform for any purpose other than the reasons it was made available under these Terms. We reserve the right to investigate any Posted Content that we reasonably believe violates any section of these Terms;
transmit any information or Posted Content that infringes on any intellectual property rights of any third parties or that you do not have the right to transmit by way of any regulation related to intellectual property rights, government national security regulations or other valid law, regulation or decree. This shall expressly include private confidential information that you have any duty to conceal from third parties included, but not limited to, physician-patient or attorney-client related privileges;
impersonate or misrepresent yourself as any other person or entity while using the Site or the Platform or otherwise promote any criminal activity or enterprise or provide institutional support for any illegal activities. Breach of this Section will result in immediate termination of your account and access to the Platform and Services without notice, at Swivl’s sole discretion;
solicit information from any person under the age of eighteen (18);
use the Site, Platform, or any other access point to harvest or collect email addresses or other contact information for the purposes of sending unsolicited emails or communications of any kind;
use the Site or Platform for any commercial or other purposes, including to offer, buy, or sell any goods or services that are not expressly authorized by us or in a manner that falsely implies endorsement, partnership or otherwise misleads others as to your affiliation with Swivl;
disclose to any third party or use for any purpose other than the purpose for it was made available any information belonging to us that is marked as confidential, copyrighted, trademarked or proprietary. You shall also not access or attempt to access any materials not intentionally made available or provided through the Platform or Site;
copy, modify, create derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any of our source code or any other proprietary parts of our Site, and use, display, mirror or frame the Platform, or any individual element within the Platform, Swivl name, any Swivl trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Swivl’s express written consent;
breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our terms, policies, or standards;
copy, store, collect, or otherwise access or use any information, including personally identifiable information about any client, contained on the Platform in any way that is inconsistent with Swivl’s Privacy Policy or these Terms or that otherwise violates the privacy rights of a client or third parties;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
dilute, tarnish, or otherwise harm the Swivl brand in any way, including through unauthorized use of the Platform, registering and/or using Swivl or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Swivl domains, trademarks, taglines, promotional campaigns or the Platform;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Swivl or any of Swivl’s providers or any other third party to protect the Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
export, re-export, import, or transfer the Platform except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

Section 5.5 Right to Enforce these Terms. Swivl has the right but no obligation to monitor this Site and Platform including Posted Content and any information, including information subject to the Privacy Policy.

Failure to comply with these Terms and other Agreements may result in your access to the Site or Platform being suspended and/or terminated indefinitely. We also reserve the right to self-help in connection with enforcing Agreements to the fullest extent allowable under the law. Once suspended or terminated, you may not continue to use the Site and any attempt to circumvent a suspension or termination by creating another account (a “Circumvention Account”) shall be deemed a breach of the Agreement. We reserve the right to reclaim or retain any funds, payments and/or credits in any accounts that we deem are Circumvention Accounts at our sole discretion and you hereby acknowledge that using Circumvention Account(s) shall result in forfeiture of all funds, payments and/or credits in any accounts you hold on the Site. Violations of the Agreements may be prosecuted to the fullest extent of the law, but we make no warranty that guarantees our users that we will prosecute parties in breach of the Agreement on their behalf or to their benefit.

Article 6: Our Role

Section 6.1 Agreements and No Employment. You recognize that you are not an employer or partner of Swivl, nor is Swivl or any of our employees or contractors your employee or partner, and that we in no way supervise, direct, or control your work or services. The relationship between you and Swivl is that of client or prospective client, and you expressly acknowledge that at no time will there be deemed to be an employment relationship, partnership, franchise, or joint venture between you and Swivl, or one or more of our employees/contractors.

Section 6.2 Third Party Websites. The Platform may provide links to other sites that are not related to or affiliated with us. We have no control over such sites and resources and cannot assume responsibility for those sites. We do not endorse any third-party sites and you further acknowledge your full responsibility and liability for any damage or loss caused by or in connection with use or reliance on any third-party sites. For more information on third party sites, please review our Privacy Policy. Notwithstanding anything to the contrary, you hereby agree to hold harmless and indemnify us and each Indemnified Party (as defined in Section 7.3 of these Terms) for any liability related to third parties.

From time to time, Swivl may link the Platform with other third-party websites (“Social Networking Sites”). By logging in or directly integrating Social Networking Sites into our Platform we believe you will have an optimized experience. These Social Networking Sites will also share certain information with us, and we will use, store, and disclose such information in accordance with our Privacy Policy. Please remember that how Social Networking Sites share your information is not governed by Swivl and is solely between you and those third-party sites. We are not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, warranties, advice or statements made by Social Networking Sites and are not liable for any damages related thereto.

Article 7: Warranty Disclaimer, Limitation of Liability and Indemnification

Section 7.1 Warranties and Disclaimers. We make no warranty or representation with regard to the Services provided by us or our Contractors, materials and information provided by us, the Site, the Platform, or the activities related to these Terms unless otherwise agreed to in writing in an Agreement. To the maximum extent permitted, all warranties are disclaimed, unless expressly in writing within these Terms or an Agreement. This disclaimer of warranty includes, but in no way is limited to, express or implied conditions, warranties of merchantability, fitness for a particular purpose, and non-infringement. Any remedy you may have must be found expressly in these Terms or an Agreement.

Section 7.2 Limitation of Liability. We, our employees, agents, Contractors, assigns, parent(s), or affiliated companies, will not, in any event, under any circumstances, for any reason whatsoever, be liable for any special, consequential, incidental, exemplary, indirect, or punitive damages for the Services through the Site or the Platform. There shall be no liability for litigation costs, lost profits or lost data.

Liability of Swivl, our employees, agents, Contractors, assigns, parent(s) or affiliated companies, to you, any user or visitor to the Site for any claim arising out of or in connection with these Terms, Services provided, the Site or the Platform, shall be limited to the lesser of (i) two thousand US Dollars ($2,000.00) or (ii) any fees retained by us with respect to Agreement(s) in which you were involved during the one-month period preceding the claim. These limitations will apply to any liability, arising from any cause of action whatsoever, even if the limited remedies provided herein fail their essential purpose. By using the Site and the Platform, checking the box and clicking “submit”, you acknowledge and agree to this limitation of liability.

Section 7.3 Indemnification. You will indemnify, defend, and hold harmless Swivl, our employees, agents, Contractors, assigns, parent(s), subsidiaries, and affiliates, as well as their respective officers, agents, employees, contractors, and representatives (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses including, but not limited to, reasonable attorneys’ fees and all related costs and expenses arising from or relating to your use of the Platform, any Services or any Agreement(s) entered into by you, any Posted Content, your violation of these Terms of Service, and/or your violation of any rights of a third party. In addition, by clicking accept, you assume all risk for your health and well-being and fully release and hold harmless Swivl and its Contractors from any and all claims for liability.

Article 8: Wireless and Location-Based Features; Social Media Plug-ins

Section 8.1. Social Media Plug-Ins. Social media plug-ins may be integrated on Swivl. Where social media plug-ins are integrated, your browser connects directly to the servers of that social media website. The social media website directly transmits the content of the social media plugin to your browser. If you are registered and logged onto the social media website, then you may be consenting to the social media website receiving information about your use of Swivl. If you interact with a social media plug-in, that information is directly transmitted to the relevant social media website from your browser. If you are not registered with the social media website or you are logged out before you visit our Swivl, there is still a possibility your IP address will be submitted to and stored by the social media website. If you interact with us through a social media plug-in, then Swivl may have ongoing access to your information from the social media website. If you do not want a social media website to collect your information or to share your information with Swivl, please review the privacy policy and terms of service of that social media website and log out of any relevant social media websites before visiting Swivl.

Section 8.2 Monitoring. Swivl may, but has no obligation to, monitor the use by you, other client, customer, or visitor, and other visitors of Swivl. If at any time Swivl chooses, in its sole discretion, to monitor your use, any information relating to any client, customer, or visitor or their activities on Swivl may be used for authorized purposes in accordance with our Privacy Policy. Furthermore, Swivl reserves the right to disclose any client, customer, or visitor information necessary to satisfy any law, regulation, or government request. In addition, Swivl reserves the right to refuse to post or to remove, any Content, that in Swivl’s sole discretion is prohibited by these Terms. Swivl assumes no responsibility for any Content posted, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of other visitors, clients, or customers submitting any such Content.

Section 8.3 Disputes. You are solely responsible for any interaction with Swivl’s other visitors, clients, customers, or other visitors. Swivl reserves the right, but shall have no obligation, to monitor disputes between you and any other visitor.

Section 8.4 Activities Prohibited. The following is a partial list of the kind of activity that is illegal or prohibited to post on, through, with information obtained from, or in any way related to Swivl (hereinafter “Prohibited Activities”), whether through email, live chat, or any other form of communication. In addition, Swivl reserves the right to investigate and take appropriate legal action against anyone who in Swivl’s sole discretion violates these Prohibited Activities, including without limitation, removing the offensive post from Swivl without consent or notice, terminating the account for such a violation, and/or reporting you to law enforcement. Prohibited Activities include but are not limited to activities that in the sole discretion of Swivl is:

Patently offensive and promotes racism, bigotry, or physical harm of any kind against any group or individual;
Harasses or advocates harassment of another person by using any information obtained through Swivl.
Exploits people in a sexual or violent manner;
Contains nudity, violence, offensive subject matter, or contains a link to an adult website;
Solicits personal information;
Promotes information that is known to be false, misleading, promoting illegal activities, promoting conduct that is abusive, threatening, obscene, defamatory statement(s), and/or libelous statement(s);
Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protected devices, or providing pirated music or links to pirated music files;
Involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
Furthers or promotes any criminal activity, criminal enterprise, or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing/creating computer viruses;
Solicits passwords or personal identifying information for commercial or unlawful purposes from other customers, clients, or visitors;
Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
Includes a photograph of another person that you have posted without that person’s consent; or for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content.
Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
Advertising to, or solicitation of, any client, customer, or visitor to buy or sell any products or services through Swivl. It is also a violation of these rules to use any information obtained from Swivl in order to contact, advertise, solicit, or sell to any client, customer, or visitor without their prior explicit consent;
An automated use of the system, such as using scripts to send comments or messages interfering with, disrupting, or creating an undue burden on Swivl or the networks or services connected to the website;
An attempt to impersonate another client, customer, or visitor, by using the account, username, email, or password of another client, customer, or visitor at any time, or disclosing your password to any third party or permitting any third party to access your account;
Selling or otherwise transferring your profile;
A violation of the intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights;
Attempting to decipher, decompile, disassemble, or reverse engineer software used to provide the website or any of Swivl’s services;
Using the website in a manner inconsistent with these Terms, the Privacy Policy, or any applicable laws and regulations.

Article 9: Miscellaneous Provisions

Section 9.1 Entire Agreement. These Terms set out the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In the event of conflict between these Terms and any Agreement(s), these Terms shall control.

Section 9.2 Compliance. You agree that you will not violate any laws or third-party rights on or related to the Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third parties’ proprietary rights. The software and the transmission of applicable data, if any, is subject to United States export controls. No software may be exported or re-exported in violation of U.S. export laws. Using the Platform is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Site and the Platform, including online conduct and acceptable content.

Section 9.3 Modifications. No amendment or modification to these Terms will be binding on Swivl unless set forth in a written instrument signed by a duly authorized representative of Swivl.

Section 9.4 Notices; Consent to Electronic Notice. You consent to the use of (a) electronic means to complete these Terms and to deliver any notices related to or necessary for the completion of these Terms; and (b) electronic records to store information related to these Terms or your use of the Platform. Notices hereunder will be valid only as follows:

If to you: (i) via electronic mail (e-mail) that you provide to us when signing up for the Platform, or (ii) posting on the Site. The date of receipt will be deemed the date on which such notice is transmitted.
If to us: via electronic mail (e-mail) to admin@swivlpros.com.

Section 9.5 No Waiver. The failure or delay of Swivl to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect our right to later enforce or exercise it, unless we issue an express written waiver, signed by a duly authorized representative of Swivl.

Section 9.6 Assignability. You may not assign these Terms, or any of its rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized officer of Swivl. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

Section 9.7 Severability. If any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

Section 9.8 Choice of Law. These Terms and any controversy, dispute or claim arising out of or relating to these Terms, including but not limited to an Agreement, will be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Section 9.9 Forum Selection, Attorney’s Fees, Personal Jurisdiction and Venue. You agree that any claim or dispute arising under these Terms, or your use of the Platform must be resolved through binding arbitration with a tribunal sitting in Miami-Dade County, State of Florida, pursuant to the rules of the American Arbitration Association. If we are successful in any action whether defending or prosecuting against you, you agree to pay all attorney’s fees and costs associated with that action. You hereby irrevocably consent to the personal jurisdiction and venue of the arbitration tribunal. You further agree that any issue you have with Swivl that arises under these Terms is arbitrable and that the State of Florida is a convenient forum for any disputes that arise between us.

Section 9.10 Prevailing Language. The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

Section 9.11 Proprietary Rights. Swivl and its licensors reserve all rights, title, ownership, and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected, in and to the Platform, including, but not limited to, any materials and/or information provided by Swivl through the Platform. You may not use the Platform except as necessary for the purposes of discharging obligations under these Terms and any Agreement(s) entered into pursuant to these Terms. We reserve the right to withdraw, expand and otherwise change the Platform at any time in our sole discretion.

Section 9.12 Confidentiality. You acknowledge that any and all material or content supplied in the provision of Services and under these Terms to you is copyrighted and should not be shared with any third parties. All information provided to us by you will be kept confidential pursuant to our Privacy Policy and not shared with others without your express permission, which may be acquired through electronic consent or in accordance with these Terms. You acknowledge that Swivl reserves the right to fully cooperate with any law enforcement authorities, court order, or subpoena requesting or ordering us to disclose client’s identity or other client information. In the event of such cooperation, Swivl will endeavor to provide you with reasonable notice of information disclosed.