Terms & Conditions

Last Updated: December 14, 2020

These Terms and Conditions outline the rules and regulations for the use of SWFL Inc.’s website.

These terms of use are entered into by and between You (“you”, “your”, or “user”) and SWFL Inc. (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), govern your access to and use of Noted (the “Website), including any content, functionality, and services offered on or through the Website.

Please read the Terms and Conditions fully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you accept and agree to be bound and abide by all applicable laws and regulations, the Terms and Conditions and our Privacy Policy. If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Website.

The Website is offered and only available to users who are 18 years of age or older and reside in the United States. By using the Website, you represent and warrant that you are of legal age to form a binding contract with the Company and that you comply with the Terms and Conditions in your use of the Website.  If you do not agree the Terms and Conditions, or you are not authorized to or do not have the legal authority to agree to and accept the Terms and Conditions, you may not access or use the Website and should immediately discontinue any access to or use of the Website.

1. Changes to the Terms and Conditions

We may revise and update the Terms and Conditions from time to time in our sole discretion. All revisions and updates to the Terms and Conditions (“Changes”) are effective immediately upon posting on the Website (“Posting Date”). However, any Changes to the dispute resolution provisions set out in Governing Law and Jurisdiction below will not apply to any disputes for which the parties have actual notice on or before the Posting Date.

You agree that your continued use and viewing of the Website following the Posting Date means that you accept to be bound by the Changes. You are expected and agree to check the Terms and Conditions from time to time to ensure compliance. We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to visitors of the Website.

You are responsible for:

  • Making all reasonable arrangements necessary for your access to the Website, for example, adequate internet access and appropriate browser/device setting.
  • Ensuing adequate operating requirements for your device in using the Website.
  • Ensuring that all persons who access the Website through your mobile device are aware of these Terms and Conditions and comply with them.

To obtain more information from the Website, you may be asked to provide certain registration details or other information. You agree that it is a condition of your use of the Website that all information you provide on or through the Website is correct, current, and complete. You agree that all information you provide to register with the Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other information as part of our security procedures, you must treat such information as confidential, and you must not disclose the information to any unauthorized person or entity. You also acknowledge that your account is personal and agree not to provide any other person with access to the Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared devices so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the Terms and Conditions.

2. License

All trademarks, copyright, database rights, work product, trade secrets, and any other intellectual property rights contained within the Website, together with the underlying software code, are owned either by us or by our licensors. You do not own any rights to the trademarks, copyright, database rights, work product, trade secrets, or any other intellectual property owned by us or our licensors. We grant you a limited, non-exclusive, royalty-free, non-transferable revocable license to use the Website and its contents, within United States, for your personal, non-commercial use in accordance with these Terms and Conditions, provided you do not modify, obscure or delete any copyright or other proprietary notices contained in the content.

No right, title or interest in any downloaded or copied materials or software is transferred to you as a result of any downloading or copying of the content. Nothing contained in the Website should be construed as granting you, either directly or indirectly, expressly by implication, estoppel, or otherwise, a license or right to use these proprietary intellectual property rights.

You acknowledge the Company’s right to exercise care and control over the character and quality of any goods or services provided by the Website under any of the Company’s trademarks. You agree your use of the Company’s trademark is subject to the Company’s standard of care and quality and that You will notify us in writing prior to any use of the Company’s trademarks.

3. Rights and Restrictions

These Terms and Conditions permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as follows:

  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial useand not for further reproduction, publication, or distribution.
  • You may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from the Website.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text or for commercial use.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.

You must not access or use for any commercial purposes any part of the Website or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [email protected]

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms and Conditions, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have reproduced in any form. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by the Terms of Use is a breach of the Terms and Conditions and may violate copyright, trademark, intellectual property rights, and/or other laws.

4. Hyperlinking To Our Content

The following organizations may link to our Web site without prior written approval:

  • Government agencies
  • Search engines
  • News organizations
  • Online business directory distributors
  • Chamber of Commerce websites
  • Business blogs
  • Educational institutes
  • Trade associations

These organizations may link to our home page, to publications or to other Web site information so long as the link:

  • Is not in any way misleading
  • Does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services
  • Fits within the context of the linking party’s site

5. Prohibited Use

You agree to use the Website only for lawful purposes and in accordance with the Terms and Conditions. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To transmit or procure the sending of any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other user’s use or enjoyment of the Website, including the other user’s ability to engage in real time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in the Termsand Conditions, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Otherwise attempt to interfere with the proper working of the Website.

6. Iframes

Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.

7. Reservation of Rights

We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.

8. Removal of Links from our website

If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.

Whilst we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

9. Monitoring and Enforcement; Termination

We have the right to:

  • Reasonably disclose your identity or other information about you to any third party who reasonably claims that material posted by you violates the third party’s rights, including intellectual property rights or right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of the Terms and Conditions.
  • If you violate the Terms and Conditions or other related agreements, we reserve the right to terminate your use of the Website.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

10. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of such information and we do not hold ourselves out to. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

11. Changes to the Website

We may update the content(s) on the Website from time to time, but the content(s) is not necessarily complete or up-to-date. Any material or content on the Website may be out of date at any given time, and you agree that we are under no obligation to update such material.

12. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data.

To the fullest extend provided by law, the Company hereby disclaims all warranties of any kind, whether expressed or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.

13. Limitation to Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE APP OR OTHER WEBSITES/APPS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Terms and Conditions or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in the Terms and Conditions, or your use of any information obtained from the Website.

15. Digital millennium Copyright Act

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request to remove those materials (or the access to them) from the Website by submitting written request(s) to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.
  • A statement, under penalty of perjury, that you are authorized to acton behalf of the copyright

Our designated copyright agent to receive DMCA Notices is:

 
 
 
 
   

Noor Bahhur
Porter Wright Morris & Arthur LLP
41 South High Street, Columbus OH 43215
614-227-2063

[email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that a material or an activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

16. Governing law and Jurisdiction

All matters relating to the Website and the Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the Terms and Conditions or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee, although we retain the right to bring any suit, action, or proceeding against you for breach of the Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. Entire Agreement

The Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and Company regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

18. Relationship Between You and the Company

The Terms and Conditions and all documents related hereto do not constitute and shall not be construed as a partnership, franchise, agency or joint venture between You and the Company and neither You nor the Company shall have any right to obligate or bind the other in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third party.

19. Severability

If any of the provisions of these Terms and Conditions is declared invalid by a court of last resort or by any court, the decision of which appeal is not taken within the time provided by law, then and in such event, these Terms and Conditions will be deemed to have been terminated only as to the portion thereof which relates to the provision invalidated by that decision and only in the relevant jurisdiction, but these Terms and Conditions in all other respects and all other jurisdictions, will remain in full force and effect; provided, however, that if the provision so invalidated is essential to these Terms and Conditions as a whole, then the parties will negotiate in good faith to amend the terms hereof as nearly as practical to carry out the original interest of the parties, and, failing such amendment, either party may submit the matter to a court of competent jurisdiction for resolution.

20. Assignment

The Company is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms and Conditions without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

21. Other Matters

The Terms and Conditions will endure to the benefit of and be binding upon the Company and its successors and assignees and related persons and you and your heirs, executors, administrators, successors, permitted assignees, and personal representatives. You may not assign these Terms and Conditions or your rights and obligations under them without the express prior written consent of the Company, which may be withheld in the Company’s sole discretion. The Company may assign these Terms and Conditions and its rights and obligations under it without your consent.

22. Your Comments and Concerns

The Website are owned and operated by the Company. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to [email protected].