Terms and Conditions
(Publisher or Developer of no more than one website, domain, subdomain or software application)
The Service is administered and maintained by Swipe Wallet, Inc. a Delaware limited liability company (“Swipe”). The terms “we”, “us” and “our” also refer to Swipe.
The term “you” refers to the individual using this Service and/or your company or other legal entity. The term “Your Product” means and includes no more than one: website, domain, subdomain, software application, channel, bot, or service, which is owned and operated by you, and which you have registered as either a Publisher of Content or Developer using Content from this Service, and which is used by individuals for their own personal, non-commercial use.
Eligibility and Registration
In order to publish or use any Content in Your Product, you will need to register for a Product account (a “Swipe Developer Account”). You must be at least 18 years old to register for a Swipe Developer Account and to otherwise use the Service. During the registration process, we will ask you for information, including your name and other personal information to verify your identity, and a method of payment. We may, in our sole discretion, refuse to open a Swipe Developer Account for you, or limit the number of Swipe Developer Accounts that you may hold. In addition, if Your Product has more than 100,000 unique monthly visitors or users, as determined by Swipe based on sources selected by Swipe (which sources may include, by way of example, Alexa.com, Google Play Store and Apple Store), you may be required to upgrade to an Enterprise Use License. You may not use the Service if we have terminated any account of yours or banned you.
You may only use the Service as expressly permitted by these Terms. All rights not expressly granted to you are reserved by Swipe, its third-party providers and other respective owners, if any.
Swipe provides content through the Service that is copyrighted and/or trademarked work of Swipe or Swipe’s third-party licensors and suppliers (collectively, the “Content”). For clarity, Content shall include all content accessed by you at any time, whether before or after the date you accepted these Terms. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by Swipe and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Swipe and such others. Accordingly, you shall protect the proprietary rights of Swipe and all others having rights in the Service during and after the term of this agreement and comply with all reasonable written requests made by Swipe to protect its and others’ contractual, statutory, and common law rights in the Service.
Subject to these Terms, and your compliance with these Terms, Swipe hereby grants you a limited, personal, non-exclusive, non-sub-licensable (except as expressly provided below) and non-transferable license to use, reproduce, display, adapt, perform and store the Content solely on Your Product provided solely to end users of Your Product who are utilizing Your Product for their own personal, non-commercial purposes (“End Users”); provided, however, that the foregoing rights with respect to non-same day Content shall vary depending on the subscription selected, as follows:
Startup Subscription: same day Content only
Standard Subscription: Content with respect to the prior one (1) month period only (e.g., on March 15, the Standard subscription permits such usage of the Content covering the period February 15 through March 15)
Professional – Content with respect to the prior one (1) year period (e.g., on March 15, 2018 the Professional subscription permits such usage of the Content covering the period March 15, 2017 through March 15, 2018).
Except for the foregoing license, you have no other rights to the Service or any Content, and you shall not, and shall not permit any End User to, except as permitted in the license grant above: modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the Service or Content in any manner. For clarity (a) you may charge a fee for such usage by End Users, (b) you may temporarily store the Content to the extent necessary in order to make the Content available via Your Product, and (c) you may not distribute the Content on a standalone basis but instead only as part of Your Product. If you breach any of these Terms, the above license will terminate automatically.
Except as expressly permitted by Swipe above, you shall not, and shall not permit any End User, to:
- Copy, modify or create derivative works of the Service or any Content;
- Copy, manipulate or aggregate any Content (including data) for the purpose of making it available to any third party;
- Trade, sell, rent, loan, lease license or provide any Content or access to the Service, whether commercially or free of charge;
- Use or introduce to the Service any data mining, crawling, “scraping”, robot or similar automated or data gathering or extraction method, or manually access, acquire, monitor or copy any portion of the Service, or download or store Content (unless expressly authorized by Swipe);
- Make excessive requests for information or take any action that interferes with, disrupts or imposes an undue burden on the Service or any server or network connected to the Service or negatively affects the quality or availability of any Content, or speed or functionality of the Service;
- Introduce a virus, Trojan horse, worm, time bomb or other malware to the Service, or use any device, software or routine to bypass any software or hardware that prohibits volume requests for information;
- Violate, bypass or circumvent any security measure intended to limit or prevent access to the API, Content or Service; or otherwise attempt to gain unauthorized access to the Service, any Content or to any computer systems or networks connected to the Service or any Swipe server, whether through hacking, password mining, unauthorized use of another’s password/credentials or any other means;
- Interfere with, disrupt, modify, reverse engineer or decompile any data, Content or functionality of the Service;
- Restrict, inhibit or interfere with use of the Service by any other user (including by hacking the Service);
- Introduce or otherwise distribute through the Service any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party;
- Except as provided herein, make use of any of our trademarks, service marks, trade names or logos or those of any third party displayed on the Service; or modify or remove any copyright or other proprietary notice in the Content; or
- Use the API, Content or Service for or in connection with any activity that (i) violates any law, statute, ordinance or regulation, including without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or (ii) involves proceeds of any unlawful or illegal activity.
Additionally, you acknowledge and agree that you (and not Swipe) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Service, and paying all charges related thereto.
Ownership and Intellectual Property
Except as expressly permitted by Swipe herein, you may not, and shall not, permit any End User to copy, reproduce, download, “screen scrape”, store, transmit, broadcast, publish, modify, create a derivative work from, display, perform, distribute, redistribute, sell, license, rent, lease or otherwise use, transfer (either in printed, electronic or other format) or exploit any Content, in whole or in part, in any way that does not comply with these Terms without our prior written permission. To request permission to use any Content other than as expressly permitted in these Terms, please contact [email protected]
As between Swipe and you, all Content is owned or controlled by Swipe. Swipe, its logo, and, except as noted below, all other product or service names or slogans displayed on the Service are registered and/or common law trademarks of Swipe or its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Swipe or the applicable trademark holder. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Swipe and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Swipe. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Swipe.
Nothing contained in these Terms grants you or any End User any interest in any of Swipe’s or any third party’s intellectual property.
The use or misuse of Swipe’s trademarks and other intellectual property, except as expressly permitted by these Terms, is prohibited. You shall, and shall require your End Users to, notify Swipe at [email protected] promptly upon becoming aware of any unauthorized access to or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.
“Swipe Wallet” and all related logos, trademarks, service marks and trade names are solely the property of Swipe. The absence of a name, logo or other mark herein does not constitute a waiver of any and all intellectual property rights that Swipe has established. Other trademarks, names or logos used on the Service are property of their respective owners. You are not authorized to use any of the foregoing.
You acknowledge that Swipe and/or its providers own the copyright in and to all Content under the laws of the United States and other countries, and have reserved all rights in and to such Content.
Requirements for Your Product
- Your Product shall not contain any content that is unlawful, threatening, abusive, libelous, defamatory, or otherwise inappropriate, as determined by Swipe in our sole discretion.
- The look and feel of Your Product as a whole, and each individual page that accompanies any Content shall not otherwise be of a nature that may damage or dilute the goodwill associated with Swipe’s name, reputation or any of its trademarks, trade names or service marks, as determined by Swipe in its sole discretion; and
- Your Product shall not contain any information that, in our sole discretion, may create the false impression that you, Your Product or any other service, person or entity is associated with, sponsored by or otherwise endorsed by Swipe, or that any activity engaged in by you or anyone else has been approved by Swipe.
- Your Product shall not contain any content or information that violates or infringes any intellectual property or other proprietary rights, or any right to privacy or publicity of, or defames, any person or entity.
- Your Product shall prominently provide attribution to Swipe as follows: “Data provided by Swipe” and shall include a hyperlink to such website.
Linking to the Swipe website from Your Product
Swipe may require you to remove the above-required link at any time. If we notify you that you may no longer link to the Service, or to a page or document, you must promptly (and, in any event, within five (5) business days) remove all affected links from Your Product.
If you send or transmit any communication, including but not limited to feedback, questions, comments or suggestions to Swipe, whether by letter, email, telephone or otherwise (collectively, “Feedback”), all such Feedback is, and will be treated as non-confidential and non-proprietary. You hereby assign to Swipe all right, title, and interest in, and Swipe is free to use, without any attribution or compensation to you, any ideas, concepts, know-how or techniques or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to enhancing the Service, or otherwise developing, manufacturing, licensing, marketing and selling products and services based on or containing such Feedback. You also understand and agree that Swipe is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. Swipe may use aggregated and statistical data derived from Service usage.
Disclaimers and Limitation of Liability
THE CONTENT ON THE SERVICE IS STRICTLY FOR INFORMATIONAL PURPOSES. NOTHING ON OR IN THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY OR ANY FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE OR INVESTMENT RECOMMENDATIONS (SUCH AS RECOMMENDATIONS AS TO WHETHER TO PURCHASE A CURRENCY OR INSTRUMENT) BY Swipe OR A RECOMMENDATION AS TO AN INVESTMENT STRATEGY BY Swipe. CONTENT ON THIS SERVICE SHOULD NOT BE CONSIDERED AS INFORMATION SUFFICIENT UPON WHICH TO BASE AN INVESTMENT STRATEGY. NO CONTENT ON THE SERVICE IS TAILORED TO THE SPECIFIC NEEDS OF ANY INDIVIDUAL, ENTITY OR GROUP OF INDIVIDUALS. SWIPE EXPRESSES NO OPINION AS TO THE FUTURE OR EXPECTED VALUE OF ANY CURRENCY, SECURITY OR OTHER INTEREST. SWIPE DOES NOT EXPLICITLY OR IMPLICITLY RECOMMEND OR SUGGEST ANY INVESTMENT STRATEGY OF ANY KIND. CONTENT ON THE SERVICE MAY NOT BE USED AS A BASIS FOR ANY FINANCIAL OR OTHER PRODUCT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF SWIPE.
The Content provided on the Service is submitted to Swipe by unrelated third-party providers, or derived from data submitted to Swipe by unrelated third-party providers. Swipe does not review all third-party data or Content for accuracy, does not review Content for completeness or reliability, and does not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any Content.
THE SERVICE AND THE CONTENT PUBLISHED WITHIN THE SERVICE MAY INCLUDE INACCURACIES OR ERRORS. SWIPE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY OR INTEGRITY OF THE SERVICE OR ANY CONTENT, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO, THE SERVICE OR THE CONTENT. SWIPE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICE OR ANY CONTENT, OR THAT THE SERVICE OR CONTENT WILL BE UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY SOFTWARE, SERVICE, SYSTEM OR OTHER DATA OR INFORMATION. THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SWIPE DISCLAIMS ALL WARRANTIES AND CONDITIONS THAT THIS SERVICE, ITS SERVERS, OR ANY EMAIL SENT FROM SWIPE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SWIPE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWIPE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR OR ANY END USER’S ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
IN NO EVENT SHALL SWIPE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR OR ANY END USER’S ACCESS TO OR USE OF THE SERVICE OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICE; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SERVICE; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICE WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SWIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SWIPE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) $25.00 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO SWIPE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Except to the extent prohibited under applicable law, you shall indemnify, defend and hold harmless Swipe and its members, managers, directors, officers, employees, partners, consultants, contractors, service providers, agents, successors and assigns from and against any and all suits, actions, proceedings and claims by third parties, including, without limitation, End Users (whether threatened or actual), and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of, relating to or in connection with: (i) your or any End User’s use (or misuse) of or access to the Service or Content; (ii) publication of any Content on Your Product; (iii) your violation of any of these Terms; (c) your or any End User’s violation of any applicable law, rule or regulation; (iv) any claim that any information provided by or published on Your Product, including the Content, caused damage to, infringed upon, misappropriated or otherwise violated the rights of any third party, including infringement, misappropriation or other violation of third-party intellectual property rights, or violation of any right of privacy or publicity; and/or (v) any dispute that you or any End User has with any third party relating to or in connection with Your Product, the Service or Content. Swipe reserves the right, at its own cost, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Swipe in asserting any available defenses and in the conduct of such defense.
Modification of the Service
At any time and in Swipe’s sole discretion, Swipe may (in whole or in part) modify, suspend or discontinue the Service and/or any Content without notice, for any reason. You will not be charged for use of the Service after the date of any discontinuation. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.
Changes to these Terms
We may change, update, add or remove provisions of these Terms from time to time, without prior notice, by posting the Updated Terms. You will be required to click to accept the Updated Terms. If you do not click to accept the Updated Terms, you will not be permitted to use the Service.
The remedies available to Swipe in these Terms are cumulative and in addition to any others available to Swipe. Swipe may seek all remedies available to it at law and in equity for any violation of these Terms. Swipe may suspend, terminate or block your access to the Service (in whole or in part) and your right to publish or use Content for any violation, or suspected violation as we determine, without notice to you. Your violation of these Terms shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of these Terms or any misuse of the Service. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators, including the U.S. Securities and Exchange Commission (SEC); (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) providers and/or third-party vendors if we suspect that you have violated these Terms or that you or any End User has violated any law, rule or regulation. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Service, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
Governing Law; Submission to Jurisdiction
These Terms and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms or your use of or access to the Service, shall be governed by and construed in accordance with U.S. federal law and the laws of Delaware, without regard to any principles of conflicts of law. You agree that any action arising out of, relating to or in connection with the Service, and/or these Terms shall be litigated solely in a state or federal court of competent jurisdiction located in Delaware, and you further irrevocably submit to the exclusive jurisdiction of such court and waive any objection to jurisdiction and venue (including on the basis of forum non-conveniens).
You acknowledge that any breach of either of the sections above titled “Prohibited Activities” or “Ownership and Intellectual Property” would cause immediate and irreparable harm to Swipe, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to Swipe at law or in equity, Swipe shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.
Swipe may terminate these Terms in the event you materially breach these Terms and fail to cure such breach within ten (10) days of notice thereof. Upon expiration or termination, all license rights hereunder shall cease, you shall immediately destroy all Content in your possession or control and you shall have no further right to access or use the Service in any manner.
You agree that no joint venture, agency, partnership, or employment relationship exists between you and Swipe and/or its affiliates as a result of these Terms or use of the Service.
In no event shall Swipe be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Service or publication or use of any Content, or any information provided to, or gathered by, us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Service within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Swipe without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.
If any provision of these Terms, including, but not limited to, the warranty disclaimers and limitations of liability set forth above, is determined to be invalid or unenforceable under applicable law, the invalid or unenforceable provisions in these Terms shall be deemed superseded by valid and enforceable provisions that, to the extent possible, fulfill the business purposes and intent of such invalid and unenforceable provisions.
In addition to and without limiting the preceding paragraph, some U.S. states and foreign countries may provide rights in addition to those provided in the above “Disclaimers and Limitation of Liability” section or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the limitations set forth in the above Disclaimer and Limitation of Liability section may not apply to you in whole or in part, or there may be state or country specific provisions that superseded such limitations in whole or in part. Any provision of the above Disclaimer and Limitation of Liability section that is declared invalid shall be deemed severable and shall not affect the validity or enforceability of the remainder.
Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of these Terms. The terms “include” and “including” are deemed to include the phrase “without limitation” immediately thereafter.