Build Inclusive Culture at Work
Diverse and Inclusive organizations are 8x more likely to achieve better business outcomes. With Swirl, companies grow inclusion by helping employees build relationships across differences with their colleagues.
How It Works
Meaningful Profile Matches
Each employee creates their profile focusing on their unique identity and interests. Swirl matches and introduces them to a new colleague every other week based on their similarities and differences.
Resources Along the Way
Whether they grab coffee, meet for lunch, or connect virtually, Swirl users create relationships on new foundations with support through check-ins, reminders, content, and coaching.
To improve inclusion, it must be measured. Swirl helps you understand impact with quantitative and qualitative insights through a combination of usage metrics and employee surveys.
Seed Plan (Beta)
Simple Monthly Price per User
Full App Access to All Users
Monthly Usage Metrics Report
Get In Touch
Tell us about your organization and your interest in Swirl and a member of our team will contact you.
We appreciate your interest! A member of our team will be in touch with you soon.
Updated: January 18, 2019
This Swirl Beta Agreement (“Agreement”) governs access to this beta version of a product offering by Swirl Technologies, Inc. (“Swirl”) to Company and Company’s rights of use in the Swirl Beta Service (“Beta Service”).
Upon accessing this beta version, the parties agree as follows:
1. Company is granted a nonexclusive, nontransferable, revocable license to use the Beta Service solely for Company’s internal evaluation and testing during the term of the Swirl beta program.
2. Company agrees that it will hold in strict confidence and not disclose the Confidential Information (defined below) of Swirl to any third party except as pre-approved in writing by Swirl and will use the confidential information for no purpose other than Company’s internal evaluation and testing of the beta version. “Confidential Information” means all features, functions and other elements of the Beta Service and all related materials, information, documentation, technology and methodologies provided by Swirl to the Company as part of the Beta Service.
3. The Company understands that neither the Beta Service, nor any portion thereof, shall be construed as an add-on or upgrade of features to any existing product or service covered by any agreements between Swirl and Company. Swirl may elect to make the Beta Service available as a new offering or as part of a current product or service in the future, but makes no commitment that the Beta Service will be released commercially in any form. If it elects to do so, the Beta Service would be offered, under separate ordering document, for an additional charge, to be determined by Swirl in the future.
4. Swirl may add to, modify, change, or remove any and all elements of the Beta Service at any time, in its sole discretion, and may terminate this Agreement for any reason upon written notice.
5. This Beta Service is a beta release offering and is not at the level of performance of a commercially available product offering. COMPANY RECOGNIZES AND AGREES THAT THE BETA SERVICE IS MADE AVAILABLE ON AN“AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND COMPANY AGREES THAT, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SWIRL SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND IN CONNECTION WITH COMPANY’S USE OF THIS BETA SERVICE.
6. Company acknowledges and agrees that, as between the parties, Swirl owns all right, title, and interest in and to: (a) the Beta Service and all related materials, information and documentation, including all intellectual property rights therein and all modifications and derivatives thereof; and (b) any and all feedback, suggestions, and ideas provided by Company regarding the Beta Service (by way of example, Swirl may incorporate any such feedback, suggestion or idea into subsequent versions of the Beta Service or into a new Swirl product offering without any obligation or compensation to Company). Company shall not use the Beta Service or any Confidential Information for the benefit of any third party and may not disassemble, decompile, reverse engineer or modify the Beta Service, nor may it upload or transmit any unlawful, infringing or inappropriate content to or through the Beta Service nor seek to use the Beta Service in a manner that impairs the security or operation thereof.
7. Company agrees that in exchange for an early use of the Beta Service, in good faith, Company will provide to Swirl a public quote about the Swirl Service and will provide periodic feedback, observations and comments regarding the Beta Service as reasonably requested by Swirl. In addition, Swirl may use Company’s name, logo, and quote in promotional materials for its purposes, upon written consent from Company, which consent shall not be unreasonably withheld.
8. Upon termination or expiration of this Agreement, Company shall promptly cease use of the Beta Service and return any materials and other property of Swirl. The Company’s obligations of confidentiality under this Agreement, along with the intellectual property ownership terms and warranty and liability disclaimers, shall survive any termination of this Agreement.
9. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws. This Agreement sets forth the entire agreement, and all of the promises and understandings, between the parties with respect to the subject matter hereof and supersedes any others.
Last Modified: January 18, 2019
This Policy applies to our websites, services, products, and applications (each a “Service”) and explains the following:
What information we gather from you when you use the ServiceHow we may use and share this informationThe security approaches we use to protect your information
Information We Collect and Use
We collect only the minimum personal information necessary to operate, maintain and provide you the features and functionality of the Service, to analyze how the Service is used, diagnose service or technical problems, maintain security, personalize content, remember information to help you efficiently access your account, monitor aggregate metrics such as total number of visitors, traffic, and demographic patterns, and track Content and users as necessary to comply with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. “Content” refers to information, messages, text and other data which is collected, stored, surfaced, and shared through the use of our Service.
Information You Provide: You provide us information about yourself, such as your name and e-mail address, if you register for an account with the Service or by connecting with the Service via a third-party service, which includes “following,” “favoriting,” “becoming a fan,” adding the Swirl application, etc., on a third party website or network. We receive and store the information you input when registering for our Service, or which you otherwise provide to us in any other manner.
We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). We may also use your contact information to send you marketing messages. If you do not want to receive these messages, you can opt out by following the instructions in the message.
If you choose to use our invitation service to invite a friend to the Service, we will ask you for that person’s email address and automatically send an email invitation. We store this information to send this email, to register your friend if your invitation is accepted, and to track the success of our invitation service.
Cookies; When you use the Service, we may send one or more “cookies” – a small data file – to your computer to uniquely identify your browser and let us help you log in faster and enhance your navigation through the Swirl site. A cookie may convey anonymous information about how you browse the Service to us. A persistent cookie remains on your hard drive after you close your browser so that it can be used by your browser on subsequent visits to the Service. Persistent cookies can be removed by following your web browser’s directions. A session cookie is temporary and disappears after you close your browser. You can reset your web browser to refuse all cookies or to indicate when a cookie is being sent; however, some features of the Service may not function properly if the ability to accept cookies is disabled.
Log Files: When you use the Service, our servers automatically record certain information sent by your web browser. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, mobile carrier, and other such information.
Clear Gifs Information: When you use the Service, we may employ clear gifs (also known as web beacons) which are used to track the online usage patterns. In addition, we may also use clear gifs in HTML-based emails we send to our users to track which emails are opened by recipients. The information is used to enable more accurate reporting and make our Service better.
Do Not Track: If you enable or send a “do not track” signal or similar mechanism relating to the tracking of browsing activities, we do not have practices or protocols to honor or respond to such a request. However, we only collect the types of information otherwise described in this Policy.
How We Share Your Information
Your Use: Your profile is private to you, however, we will display certain personal information about you elsewhere on the Service. Any information you choose to provide should reflect how much you want others to know about you. Please consider carefully what information you disclose in your profile and your desired level of anonymity. You can review and revise your profile information at any time. We may also share or disclose your personal information with your consent, and also as otherwise described below.
Business Transfers: As we develop our business, we may buy or sell assets or business offerings. Customers, email, and visitor information is generally one of the transferred business assets in these types of transactions and we may transfer your personal information in these instances. We may also transfer or assign such information in the course of corporate divestitures, mergers, or dissolution. We will use commercially reasonable efforts to notify you of any change of ownership or control in which your personal information is transferred.
Compliance with Laws and Law Enforcement Requests; Protection of Swirl’s Rights: We may disclose your personal information if required to do so by law or subpoena or if we believe that it is reasonably necessary to comply with a law, regulation or legal request; to protect the safety of any person; to address fraud, security or technical issues; or to protect our rights or property.
NonPersonally Identifiable Information: We may disclose your non-private, aggregated, anonymized or otherwise non-personally identifiable information, such as anonymous usage data, platform types, etc., with interested third parties to help them understand the usage patterns for certain Swirl Services.
How We Protect Your Information
The security of your information is important to us. When you enter sensitive information (such as a credit card number) as part of our Service, we encrypt the transmission of that information using secure sockets layer technology (SSL).
We’ve also adopted commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information.No method of electronic transmission or storage is 100% secure, however, and we cannot ensure or warrant the absolute security of any information you transmit or store in the Service.
Your Choices About Your Information
You may, of course, decline to submit personal information through the Service, in which case we may not be able to provide certain services to you. You may update or correct your account information at any time by logging in to your account. If you have any other requests or questions related to our handling, use or sharing of your personal information, please contact us at firstname.lastname@example.org.
Swirl Blog & Community
Our Service offers publicly accessible community services including blogs, and forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. Your posts may remain even after you cancel your account.
Our Service is not directed to persons under 13, and we do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register with the Service. If we become aware that we have collected personal information from a child under age 13 without verification of parental consent, we take steps to remove that information. If you believe that we may have any information from or about a child under 13, please contact us at email@example.com
Links to Other Web Sites
Terms of Service
Last Modified: January 18, 2019
With exception to accessing the public areas of Swirl's website, when using our Service, you will be required to register with your e-mail address. If authenticating to the Service using a third party account (i.e. Slack), you must adhere to the authentication and rights of use set forth by such third party service. You represent and warrant that you have the right and authority to access the Service via your e-mail address.
If you access the Service with an e-mail address provided by your employer, you confirm that it is permissible for you to use such e-mail address associated with your employer's domain and that your use of the Service shall be in compliance with your employer's terms and policies, as well as any third party service authentication and rights of use policies (i.e. Slack). Please refer to your employer or e-mail provider if you have questions regarding their access rights and their data handling practices. Swirl cannot control, and is not responsible for, the practices or restrictions imposed by your employer and/or e-mail provider surrounding your use of the Service.
Content Within Swirl
Our Service allows you to share information, text, communications, web links, messages and other data ("Content") with others. When using our Service, you control what Content you share.
You agree and warrant that you will only upload, copy, share or otherwise utilize (collectively, "Use") Content on or through the Sites that you have the right and authority to Use. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them. You recognize and agree that, once you upload or otherwise share Content through the use of our Service, such Content may be re-distributed to others who are permitted or enabled by your organization to use the Service. Any of the users in this distribution stream may then re-distribute, copy, modify, delete and/or otherwise use (collectively, for purposes of this provision, "Use") the Content and, since all such Uses are outside of the control of Swirl, Swirl is not responsible or liable in connection with any such Use (including any misuse) of your Content.
You are responsible for: (a) ensuring the quality and accuracy of the Content; (b) ensuring that the Content, and your conduct in connection with your use of the Service, complies with these Terms; (c) ensuring that you do not upload, copy, download, use or share Content unless you have the right to do so; (d) promptly handling and resolving any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights; and (d) maintaining appropriate security by protecting your account information (including your password and other login information) for the Service. You shall notify us immediately of any unauthorized use or loss of any of your account information or any other breach of security with respect to your use of the Service.
Our Acceptable Use Policy
In connection with your use of our Service, you are prohibited from (1) accessing, tampering with, reverse engineering, disassembling or decompiling all or any part of the Service, or using non-public areas or parts of the Service (including source and object code), or shared areas of the Service for which you have not been granted express rights of use, or attempting to use or gain unauthorized access to our or to any third-party's networks or equipment; (2) permitting other individuals or entities to copy all or any portion of the Service; or leasing, selling, distributing, sublicensing or reselling the Service, or using the Service in an outsourcing or service bureau arrangement or otherwise for the benefit of a third party; (3) providing unauthorized access to or use of any user IDs, login keys or passwords or other account information that we may provide you to enable you to activate or access the Service; in this regard, you are expressly prohibited from using shared e-mail addresses or group e-mail addresses; (4) attempting to probe, scan or test the vulnerability of the Service or any system or network of Swirl or any of our customers or suppliers; (5) interfering or attempting to interfere with any service which we provide to any user, host or network; (6) engaging in fraudulent, offensive or illegal activity of any nature; (7) uploading, copying, sharing or utilizing any content, or engaging in any activity, that is pornographic, obscene, harassing, abusive, slanderous or defamatory or that encourages, promotes or expresses racism, hatred, bigotry or violence; (8) uploading, copying, sharing or utilizing any Content, or engaging in any activity, that infringes the intellectual property rights or privacy rights of any individual or third-party; (9) transmitting unsolicited bulk or commercial messages; (10) distributing worms, Trojan horses, viruses, corrupted files or any similar items; (11) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any Swirl (or Swirl supplier) facilities or systems used to deliver the Service; or (12) modify or create derivative works of the Service. Swirl may in its sole discretion determine whether your use of the Service is a violation of this Acceptable Use Policy and, if so, we may suspend or terminate your ability to use the Service. You are responsible for ensuring that your users comply with our Acceptable Use Policy and the other terms and conditions herein.
Swirl is responsible for providing the Service in accordance with these Terms. We will implement commercially reasonable measures which are designed to safeguard and protect the security, confidentiality and integrity of information that you provide to or through the Service (including your Content).
Marketing and Publicity
Upon your prior written consent, which consent shall not be unreasonably withheld, Swirl shall have the right to use your name and Service-related statements for marketing or promotional purposes on Swirl's website and/or in other communications with existing or potential Swirl customers.
Your right to use the Service is provided on a subscription basis for a specified term (referred to collectively as the "subscription term") which is specified in your Order. Either party may cancel your subscription (and your right to use the Service) at the end of any subscription term by providing the other party with at least fifteen (15) days advance written notice prior to the end of such subscription term, which notice shall specify the party' intent to cancel the subscription. If no notice is provided, the Service will automatically renew for a renewal term equivalent in length to the expiring term and payment will be due in advance therefor. Notices to Swirl shall be sent to firstname.lastname@example.org or in such other manner as is authorized under the "Notice" provision below. We can send notices of non-renewal to you at the e-mail address you provide to us upon registration and such notification shall be deemed effective when sent. Your subscription term may also be terminated or suspended in accordance with the provisions of these Terms.
The above terms of this "Subscription Term" section apply to you unless you have purchased a subscription to use our Service from an authorized reseller of Swirl. In such a case, your initial subscription term, and any renewal options (to the extent effective during the term of your agreement with the reseller), shall be as specified in your separate agreement with such reseller.
The subscription fees due to Swirl for your initial subscription term and each renewal term will be calculated based on our then-current pricing and editions denoted on our published pricing page on our website for the designated "Subscription Term", unless otherwise agreed to by the parties in the applicable Order or otherwise in a writing which references these Terms. You will be required to provide your contact information and select a method of payment (for example by credit card) to process such recurring payments and any applicable taxes. Once the in advance payment is processed by Swirl, the purchased features for specified number of users will be enabled within your Swirl Service account.
If not otherwise specified, all fees shall be invoiced in advance and shall be due and payable within thirty (30) days of the submission of the invoice. Invoiced amounts not paid by their due date shall be subject to a one percent (1%) per month interest fee, or the maximum amount permitted by applicable law, whichever is less. Prices do not include, and You shall promptly pay, all applicable taxes in connection with the Service or any other services or support provided, or any payments made, under these Terms. All fees are committed amounts which are non-cancelable and non-refundable.
Intellectual Property; Feedback
All right, title, and interest in and to the Service (excluding Content provided by you), and to all software, technology, documentation and other work product used or displayed in connection with the delivery of the Service, as well as all modifications and derivatives thereof, are and will remain the exclusive property of Swirl and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you the right to use Swirl's trademarks, logos, domain names, and other distinctive brand features. Any rights not expressly granted to you are reserved by Swirl.
During your subscription term and subject to the terms and restrictions set forth herein, we grant you a non-exclusive, non-transferable, non-sublicensable, time-bounded, license to access and use the Service on a remote-access, subscription basis via the Internet and solely in support of your internal business operations. Due to the nature of the SaaS delivery model, the Service to which you are provided remote access hereunder shall be the version of such Service which is then generally hosted by Swirl for its clients. You may only grant access to the Service to your employees, agents and contractors (your "users") who you authorize to use the Service and who: (a) use the Service solely in support of your business operations; and (b) are bound by the confidentiality and limited use provisions set forth in these Terms. In addition, you shall be responsible and liable to ensure that each such employee and contractor complies with these Terms.
You grant Swirl, and its affiliates, employees, agents and contractors, the right to use your Content to the extent reasonably necessary for Swirl to provide the Service. Such rights of use include the right to share, host, backup, store, display, process, reproduce, transmit and otherwise make your Content available to you and others for the purposes for which the Service is designed. You are responsible for obtaining all necessary rights and consents for Swirl to use, process and store all Content for the purposes of providing the Service and meeting our obligations under these Terms. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them.
In the event that you submit any ideas, comments, suggestions, proposed modifications or enhancements, or other feedback relating to the Service (collectively, "Feedback"), we shall automatically own such Feedback without compensation to you and you hereby assign all rights in such Feedback to Swirl. For clarity, Swirl may use your Feedback for any purpose, and shall own any and all work product or developments created based thereon or related thereto.
"Confidential Information" is non-public information of a party which is provided to the other party hereunder and which is either designated as confidential or of a type which should be recognized by a commercially reasonable party as confidential. Confidential Information of Swirl includes the Service and its related documentation and materials, along with the terms and conditions of these Terms. The party receiving Confidential Information may use it only for purposes connected with the facilitation of these Terms and may not disclose it to any third party unless such third party is supporting the provision of the Service or otherwise performing obligations hereunder and is bound in writing by confidentiality restrictions substantially similar to those required hereunder. The obligations to maintain the Confidential Information as confidential shall remain in place for so long as the applicable information is maintained as confidential by the owning party. The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any confidentiality obligation; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the recipient has given the other party prior written notice (unless prohibited by law or governmental authority) and provides reasonable assistance.
Changes to Terms
Swirl may revise these Terms from time to time and at our sole discretion. When such changes are effected, Swirl will publish an updated version on our website: http://tryswirl.com/#termsofservice. The changes will become effective and will be deemed accepted by you, (a) immediately for those who register for the Service after the updated version is published on Swirl's website, or (b) for those having pre-existing accounts, the updated Terms will be deemed effective with your continued use of the Service. You have rights to dispute an updated term which materially alters your rights or obligations (with exception to changes required by law) within five (5) business days from the date of the new Terms being published, upon written notification to: email@example.com. Please note: Your rights and access to the Service may be temporarily disrupted until such dispute is resolved between you and Swirl. If we are unable to resolve the dispute within thirty (30) days of your written notification of dispute, the Service will be terminated.
Swirl respects the intellectual property of others. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at: Swirl Technologies, Inc., 1414 Emerick St, Philadelphia, PA 19125 or at firstname.lastname@example.org. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.
Cancellation and Termination
These Terms will continue to apply until the Service is cancelled or terminated as set forth below:
1. If your subscription term expires in accordance with the "Subscription Term" provision above;
2. If the Service terminates as a result of a material change to these Terms as described in the "Changes to Terms" provision above;
3. If either of us materially breaches the obligations to the other party under these Terms and fails to reasonably cure such breach within thirty (30) days of a party's written notification to such other party of such breach. Termination under this provision shall be by written notice after the passage of such 30-day cure period without a cure having been effectuated.
4. Notwithstanding anything to the contrary above, Swirl may terminate these Terms and/or suspend your use of the Service at any time if:
a. you have misused the Service; orb. you fail to pay the applicable subscription license fees and any applicable taxes in full and in a timely manner and fail to pay us for a period of five (5) business days after our written notice to you of the delinquency; orc. Swirl is required to do so by law
Upon cancellation of the Service by you in accordance with the Subscription Term section above, your rights to access the Service and payment obligation shall continue until your renewal term anniversary date. Upon any termination or cancellation hereof, Swirl shall then disable your access to the Service, and your rights of use shall cease, unless Swirl has otherwise agreed to continued rights of use in writing. You must promptly return all proprietary items and materials of Swirl which are then in your possession or control. Swirl may delete your Content from the Service after thirty (30) days has elapsed from date of Cancellation or Termination. During this 30-day period, at your request, we will make your Content available for you to download.
Warranty; Disclaimer of Warranty
We warrant, for the Term hereof, and conditioned on your use of the Service in compliance with these Terms, that the Service will perform materially in accordance with our applicable published documentation that we make available to you along with the Service. In the event that we breach this warranty and are unable to remedy the breach within a reasonable period of time after being made aware thereof, your exclusive remedies are to: (a) pursue termination of these Terms for material breach pursuant to the applicable provisions of the "Cancellation and Termination" section above; and (b) seek recovery of damages caused by the breach, subject to the "Limitation of Liability" section below.
EXCEPT AS PROVIDED ABOVE, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SWIRL AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED.
Limitation of Liability
IN NO EVENT SHALL SWIRL, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF DATA OR CONTENT, DAMAGE TO GOODWILL, OR OTHER SIMILAR LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. IN NO EVENT WILL THE AGGREGATE AND CUMULATIVE LIABILITY OF Swirl, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES AND SUPPLIERS BE MORE THAN THE FEES WHICH YOU PAID TO SWIRL FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM BROUGHT BY YOU AGAINST SWIRL HEREUNDER. IF YOU RECEIVE THE SERVICE FOR NO FEE (FOR EXAMPLE, IF YOU ARE EVALUATING THE SERVICE FOR A LIMITED TRIAL AT NO FEE), THEN YOU ACKNOWLEDGE AND AGREE THAT, AS A RESULT, YOU SHALL HAVE NO RIGHT TO RECOVERY OF FEES IN CONNECTION WITH THE SERVICE.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SWIRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Export Control; Compliance with Laws
You are entirely responsible for ensuring that the Content, and your conduct in connection with your use of the Service, complies with all applicable laws and regulations, including but not limited to export and import regulations. You are prohibited from using of the Service or exporting any Content or technology to any jurisdiction prohibited by the United States export control laws. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government, or if such use is otherwise in violation of U.S. or other applicable law.
We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the Service provided by us hereunder infringes a third party's United States intellectual property rights. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defense and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will exert commercially reasonable efforts to obtain for you the right to continue using the Service or to replace or modify the Service so that it is not infringing and materially similar. If these alternatives are not commercially reasonable, we may terminate the Service and, if you have prepaid for any unused Service, refund that prepayment. We shall have no indemnity obligations to you if the infringement claim is caused by your modification or misuse of the Service, or your use of the Service in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
You agree to defend, indemnify and hold harmless Swirl and its affiliates, employees, agents and suppliers from and against any and all claims brought by third parties, and all associated damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) regarding; (a) any data or Content which is transmitted, uploaded, deleted, modified, distributed, redistributed, or copied by you or any of your users (including a claim of violation of a third party's proprietary rights with respect thereto); or (b) your violation, or a violation by you or any of your users of these Terms, applicable law, rule or regulation.
These Terms will be governed by the State of Delaware law except for its conflicts of law principles. The State (and, to the extent jurisdiction exists) and Federal Courts located within Wilmington, Delaware shall have exclusive jurisdiction over any and all disputes arising out, or relating to or concerning, these Terms or the Service or any site or application through which the Service is delivered.
Our Service is not intended for and may not be used by people under the age of 13. By using our Service, you are representing to us that you're over 13. In addition, you may only access and use the Service if you have the power to enter into a binding contract with Swirl. If you are under the age of 18 years old, you must have your parent or guardian review and agree to these Terms on your behalf before you may use the Service.
The Service may not be used by any governmental agency or body absent the parties first entering into a separate written agreement in advance of any such use.
Waiver, Severability & Assignment
Swirl's failure to enforce a provision is not a waiver of its right to do so at a later date. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Except as provided below, neither party may assign these Terms or any rights or obligation hereunder, without the other party's prior written consent to such assignment, which consent shall not be unreasonably withheld. However, either party may assign these Terms, without seeking or obtaining the other party's consent, to: (a) an affiliate in the event of a corporate reorganization; or (b) in connection with a merger, acquisition, or consolidation or to a third party that is acquiring all or substantially all of its assets or a controlling interest in its stock; provided that you may not assign these Terms to a company that is reasonably viewed by us as a direct competitor of Swirl.
We may provide notifications, whether these are required by law of, are for marketing, or other business related purposes, to you via email, written or hard copy notice, or through posting of such notice on our website, as determined by us at our sole discretion. You can opt out of certain types of notifications through your settings page.
Except as described below, any notice required or permitted to be given to either party under these Terms shall be in writing and sent to the parties at their then-current address (with respect to Swirl, its current address is 1414 Emerick St, Philadelphia, PA 19125), with such notice deemed effective: (i) three (3) days after deposit in the United States mail, postage prepaid, addressed as follows; or (ii) upon delivery if delivered by a reputable personal messenger or by a nationally-recognized overnight courier.. Notwithstanding the above, in lieu of the notice requirements above: (a) you may notify us of the non-renewal of a subscription by sending us written notice at email@example.com; (b) we may notify you of non-renewal by sending the notification to your e-mail address as described in the "Subscription Term" provision above; and (c) we may change these Terms as described in the "Changes to Terms" provision above.
Neither party will be liable to the other for any failure to perform any of its obligations under these Terms during any period in which performance is delayed by circumstances not within such party's reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet or telecommunication outages or interruptions, hacking or similar incidents, or power outages.
Third Party Links and Components
Our Service may facilitate links to sites operated by third parties ("Linked Third Party Site") or may otherwise provide access to content, products and services of third parties ("Third Party Products"). However, we have no responsibility for, or control over, these Linked Third Party Sites or the Third Party Products, all of which may have separate privacy and data collection practices, independent of Swirl. At such, you access these sites and products at your own risk and we disclaim all liability related or connected to your use thereof.
Independent Contractors; No Third Party Beneficiaries.
The parties are independent contractors and are not legal partners or agents. There are no third party beneficiaries to these Terms. Without limitation, your Users are not third party beneficiaries to your rights hereunder.
These Terms, together with any amendments and Order Forms which you enter into with Swirl in connection with the Service, will constitute the entire agreement between you and Swirl concerning the Service and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.