Effective Date: April 10, 2018
Want To Contact Us About This Agreement? Legal issues should be addressed to firstname.lastname@example.org.
SwiftPet offers businesses and individuals access to a rich collection of resources related to optimization of their pet care services, online marketing, and online analytics, including, without limitation application program interfaces (“APIs”), website profile services, search analytics, blogs, user-generated content, personalized content, industry surveys, and opinion polls. Collectively, we’ll refer to these resources as the “Services” in this Agreement.
SwiftPet Services may be offered across a number of web domains, including, without limitation, SwiftPet.com. We’ll refer to these domains as the “Sites” in this Agreement.
You may access the Sites or Services as a user (“User”), after signing a contract as part of your customer order (“Order”). SwiftPet reserves the right to charge fees for features and benefits associated with the Sites or Services at any time.
A User who pays for any portion of the Sites or Services shall be referred to as either a “Subscriber” or “Customer” in this Agreement.
Now that we’ve gotten these definitions out of the way, let’s talk about terms specific to certain Services, followed by terms relevant to all Users, Subscribers and/or Customers.
SwiftPet may offer APIs for use by third parties. While SwiftPet may not charge for SwiftPet’s API use under certain circumstances, any such use is subject to these TOU. If SwiftPet enters a separately negotiated agreement with you related to SwiftPet API use, these terms will still apply, but any conflicting terms in that agreement will override terms in this Section.
All data associated with a SwiftPet API is proprietary to SwiftPet. If you use or publicly display such proprietary data associated with this API, you must comply with any link and attribution guidelines set forth on the Sites from time to time in addition to these TOU. Moreover, you may not resell or redistribute proprietary SwiftPet API data via your own API or offer it to third parties.
SwiftPet reserves the right to suspend or terminate access to any API at any time and for any reason, with or without cause. If your access to an API is suspended or terminated, you have no rights associated with such API and you acknowledge that you will not be entitled to any remuneration or compensation of any kind.
SwiftPet offers subscriptions to various software as a service products and these terms govern such subscriptions.
Payment for Subscriptions As a Subscriber, you must agree to the payment terms presented to you at the time you sign up for Services on the Sites.
You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Subscription and Billing page to find out when your subscription is set to renew. Subscriptions recur either monthly or annually per business location in most cases, depending upon the renewal term you choose during the signup process.
You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. SwiftPet reserves the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it.
Cancellation of Subscriptions. For security reasons, an email or phone call to SwiftPet is not sufficient to cancel your SwiftPet subscription, which you may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to a refund under any circumstances. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.
No Refunds. SwiftPet is not obligated to provide you a refund at any time. If you choose to cancel your SwiftPet subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, pro-rated amount as of the date of renewal, but you are not entitled to a cash refund at any time.
Multiple Subscriptions. Each SwiftPet account has a single credit card associated with it. If a subscription to one SwiftPet service is suspended due to SwiftPet’s inability to process that credit card, and you subscribe to a second SwiftPet service while that first service is suspended (by, for example, changing the credit card associated with your account) but before it is cancelled (a period which is currently 18 days, but is subject to change), SwiftPet reserves the right to use the valid payment method associated with the second service to re-initiate the suspended service.
The Services are available only to Users:
You agree to inform SwiftPet immediately upon learning of a security breach that relates to your account or a third party’s improper use of the Services in connection with your account.
You agree that your rights in a subscription or use of any paid Services may be dependent upon demonstrating that you have paid for the subscription or Sites.
You acknowledge that if you sign up for any Services and pay via credit card, and SwiftPet cannot charge your credit card at renewal, SwiftPet may cancel your subscription and you may lose access to the Services and any data associated with your subscription.
While some Services may be paid for via invoice by mutual written agreement by you and SwiftPet, SwiftPet reserves the right to quote additional fees for invoiced accounts. If SwiftPet has entered into an invoicing relationship with you, the following terms apply unless superseded by written agreement: you agree to pay all undisputed invoices within 30 days. You agree that SwiftPet may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you agree to be liable for reasonable attorney fees and collection costs arising from SwiftPet’s efforts to collect on past due amounts; If you fail to pay an invoice, SwiftPet reserves the right to cancel your subscription, access to any Services, and any data associated with your subscription or the Services.
You acknowledge that portions of the Sites and Services are publicly available or available to other Users and may be accessible by syndication programs (including data feed tools), search engines, metasearch tools, crawlers, metacrawlers, and other similar programs.
Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays on the Sites or in connection with the Services, whether publicly posted or privately transmitted, shall be referred to herein as “User Generated Content.” Users assume the following obligations with User Generated Content:
Users agree not to post, transmit, or share User Generated Content on the Sites or Services that User does not have permission to post, transmit or share.
SwiftPet assumes no obligations to screen and does not routinely pre-screen User Generated Content posted via the Sites or in connection with the Services. SwiftPet does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of SwiftPet and under no circumstances will SwiftPet be liable in any way for any User Generated Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Sites. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Generated Content you post or store on the Sites or otherwise provide to SwiftPet. Notwithstanding its lack of obligation, SwiftPet may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of SwiftPet violates this TOU or which may be offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. SwiftPet assumes no obligation to maintain or store your content. SwiftPet may delete, modify, or restrict the display of User Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, or violation of the TOU; once deleted, User Generated Content may not be retrieved.
SwiftPet does not claim ownership of User Generated Content. Subject to the rights granted to SwiftPet in this TOU, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.
When you post User Generated Content to the Sites, you authorize and direct SwiftPet to make such copies as SwiftPet deems necessary to facilitate the posting and storage of User Generated Content on the Sites and provide the Services to you.
You further authorize SwiftPet to anonymize and aggregate User Generated Content and any data you share with us (“User Data”), including data associated with your Google analytics and social media profiles. You authorize SwiftPet to use such content and data, by way of example and not limitation, to enable SwiftPet to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites (including authorization to access any third party account or profile), you grant SwiftPet, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content and User Data, in all present and future media, and in any manner relating to the Sites or Services.
In addition, with respect to User Generated Content that you elect to post or transmit on the community portions of the Sites (“Interactive Content”), including without limitation your User Profile, Your SwiftPet Business Profile, the SwiftPet Blog, and the Q&A service, and any other future SwiftPet sites or services that are designed to be viewed by the public or other Subscribers, you grant to SwiftPet, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Sites or Services (including, without limitation, in connection with the appearance of such Interactive Content on SwiftPet and on the sites of our affiliates, partners and others with whom SwiftPet may have business relationships relating to the Sites) and the distribution and promotion of the Sites. You further agree that SwiftPet is free to use any ideas, know-how, concepts, techniques or other materials implied by Interactive Content.
You may remove Interactive Content from the Sites at any time. If you choose to remove Interactive Content, any license granted above for the content shared by on you on the community portions of the Sites will remain in effect. You acknowledge that SwiftPet may retain archived copies of such Interactive Content.
SwiftPet may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. SwiftPet reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that SwiftPet shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
From time to time, SwiftPet may add new features to the Services that may be described as “beta” services or features (collectively, “Beta Features”). Beta Features will be considered part of the Services and all provisions of this Agreement relating to the Services will apply to the Beta Features as well. Users acknowledge that Beta features may be untested, non-functional, and/or partially functional features of the Services.
If you elect to use a Beta Feature, you do so at your own risk. Notwithstanding anything else in this Agreement to the contrary, SwiftPet disclaims any and all warranties associated with any Beta Feature. Any risk that Beta Features may harm or interrupt the regular running of your software or hardware is borne entirely by Users.
SwiftPet may from time to time offer opportunities to earn credits toward future Services (“Services Credits”). For example, SwiftPet may offer SwiftPet Pro Services Credits to a User or Subscriber if that User or Subscriber refers a customer who purchases a SwiftPet Pro Subscription and remains in good standing.
These Services Credits are awarded at the discretion of SwiftPet. They may be revoked at any time, for any reason, at SwiftPet’s discretion. In no event shall credits ever be redeemable for cash, exchanged, sold, or rolled into a separate account. Unused credits may expire at the discretion of SwiftPet.
If, for example, SwiftPet issues Services Credits for a referred account that is later deemed not to be an actual person or company, or the referred account is otherwise not in good standing, was fraudulently obtained, or later sought a refund for any payments associated with it, such Services Credits may be revoked and voided. SwiftPet may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior at the reasonable discretion of SwiftPet.
SwiftPet owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Sites (“SwiftPet Content”). SwiftPet Content specifically excludes User Generated Content.
SwiftPet owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with SwiftPet Content, the Sites, and the Services.
Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the SwiftPet Content in whole or in part except as expressly authorized in writing by SwiftPet. SwiftPet does not grant any express or implied rights in SwiftPet Content to Users, and all rights in and to the Sites and to SwiftPet’s Content are retained and reserved by SwiftPet.
Moreover, the term SwiftPet and anything on the Sites that identifies or distinguishes SwiftPet from other goods are services are registered or unregistered trademarks of SwiftPet (the “SwiftPet Trademarks”). Except as otherwise permitted by law, you agree not to display or use in any manner the SwiftPet Trademarks without SwiftPet’s prior written consent.
You may not post, modify, distribute, or reproduce in any way copyrighted or other proprietary materials without obtaining the prior written consent of the copyright owner of such materials. We may terminate an account, deny access to a site or service, or terminate any user who is alleged to have infringed the copyright or proprietary rights of another.
Without limiting the foregoing, if you believe that your copyright or other rights have been infringed, please provide our Copyright Agent written notice with the following information:
If you believe that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify SwiftPet at info@SwiftPet.com or contact SwiftPet’s copyright agent. SwiftPet’s copyright agent may be contacted as follows:
Phillip Stephan, General Counsel, 425 West Beech St., #1357, San Diego, CA 92101, Email: phillip [at] swiftpet.com
Upon receipt of notice as described above, SwiftPet will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.
If the disputed materials were posted by a third party identifiable through reasonable efforts, we will provide reasonable notice to the third party of the charge. If the third party responds with a valid counter-notification, we will provide you with a copy so that you may take any other steps you may consider appropriate.
SwiftPet provides the Services “as-is”. SwiftPet provides no express warranties, guarantees, or conditions related to the Sites or Services. To the extent permitted by law, SwiftPet disclaims any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, and including those arising by usage of trade, course of dealing, or course of performance. Without limiting the generality of the foregoing, SwiftPet does not warrant that the Sites or Services will be accurate, error-free, virus-free, or uninterrupted or that it will meet any specific requirements of a User or Subscriber. Users may have additional rights as a consumer under local law that this Agreement cannot change.
You acknowledge that SwiftPet cannot provide the Services at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Sites or Services, you agree to limit SwiftPet’s potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between SwiftPet and you as a User.
SwiftPet does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Sites or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Sites. Under no circumstances will SwiftPet or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by any Users.
To the extent permitted by applicable law, SwiftPet shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Sites or Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Sites or Services. Without limiting the foregoing, you specifically acknowledge that SwiftPet is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Sites, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if SwiftPet knew or should have known about the possibility of the damages.
Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.
As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.
Changes to Services. SwiftPet may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. SwiftPet reserves the right to cancel, suspend, or block your access to the Sites or Services at its sole discretion for violations of these terms, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.
Electronic Form. By accessing the Sites or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.
Notices. If SwiftPet must send you additional information regarding the Sites or Services, or in connection with this Agreement, you consent to receiving this information electronically. SwiftPet may provide required information to you by email at any address you registered with the Sites or Services or via the Sites or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. SwiftPet is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.
Forum and Jurisdiction. This Agreement is governed by the laws of the State of California, United States of America, without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in San Diego, California; to which jurisdiction and venue you and SwiftPet each irrevocably consent.
Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party’s failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party’s rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. SwiftPet may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.