WELCOME TO SWINGBY!
These SwingBy Restaurant Terms of Service (“Terms“) are incorporated into and made part of the Restaurant Formal Proposal and Agreement (the “Formal Proposal“).
These Terms and the Formal Proposal govern your use and access to our websites, applications, products, and services (“Services“). The Services are provided by Oceanorth Technology Inc. (“SwingBy“). As between you and SwingBy, to the extent that there is any conflict between the Partner Terms and these Terms, these Terms will govern.
RESTAURANT SERVICES
Restaurant Responsibilities You agree to make meals, food and beverages from the Restaurant available via the SwingBy Services (“Meals“”) for pickup in the Restaurant or delivery or dine-in and you agree to comply with all applicable laws, rules, regulations, and standards that pertain to the preparation, marketing, and sale of food. You will remain solely responsible for the safe preparation and quality of all Meals, and will ensure that all Meals match the descriptions and other information provided through the SwingBy Services.
Meal Pricing. You are responsible for determining and setting the retail price for all Meals (the “Retail Price“”), but you agree that you will not set a Retail Price higher than the amount you are charging for similar meals in-restaurant. Unless otherwise explicitly stated in an applicable Formal Proposal, you are the “retailer” or “seller” of all Meals for local and sales tax purposes and the responsible party for collection and remittance of applicable sales tax. You are solely responsible for determining all applicable sales tax and correctly communicating it to SwingBy. SwingBy will collect the tax as communicated by you. You are solely responsible for remitting the sales tax in a timely manner. SwingBy will not independently verify the amount of sales tax or the application of sales tax to the Meals. You agree that, at SwingBy’ sole discretion whether or not expressly stated in an applicable Formal Proposal, SwingBy may collect and remit sales and use taxes in jurisdictions where SwingBy is considered a marketplace facilitator (or similar designation) and may have sales and use tax collection and remittance obligations under applicable law. You agree that neither SwingBy nor any agent or contractor providing services on behalf of SwingBy (including, e.g., any delivery service provider) holds title or acquires any ownership interest in or to any Meals that you prepare or provide through the SwingBy Services. For the avoidance of doubt, SwingBy reserves the sole right and discretion to charge SwingBy end-users any fees in connection with the Services.
Promotions. From time to time, SwingBy may offer promotional discounts for the Meals, in its sole discretion (“SwingBy Promotions”). SwingBy Promotions are paid for by SwingBy and will not reduce any fees otherwise due to Restaurant. Restaurant and SwingBy may also, from time to time, mutually agree to offer promotional discounts for the Meals (“Restaurant Promotions”), which are paid for by Restaurant. You acknowledge that cancelled promotions can cause serious reputational harm to us and agree to give SwingBy at least one (1) business days’ notice to [email protected] prior to cancelling any Restaurant Promotions subject to a penalty for any violation.
Rewards Program. The SwingBy Services may include a rewards program (the “Rewards Program”) that provides point-based rewards for purchases made through the SwingBy Services, which can be redeemed for future Meals. You hereby agree to participate in the SwingBy Rewards Program, provided that you will have sole discretion in customizing all prices and point allocations.
Payment. In consideration for the SwingBy Services, SwingBy will charge you, and you agree to pay, all fees in accordance with the Formal Proposal and as otherwise applicable in SwingBy’s sole discretion (“Fees”). For the avoidance of doubt, all Fees shall be based on the aggregate Gross Merchandise Value for all Meals sold by you during the relevant time period. Gross Merchandise Value shall mean the revenues received by you, after the deduction of SwingBy Promotions and applicable sales, excise and similar taxes but, if applicable, before the deduction of any corporate and franchising deductions, discounts, commissions and similar adjustments. Each week, we will remit to you the total Retail Price collected for all Meals sold by you through the SwingBy Services, plus the taxes collected on your behalf, less (i) the Fees, (ii) any Restaurant Promotions, and (iii) any refunds (including any food safety refunds) given to your customers (such remitted amount, the “Meal Revenue”). SwingBy may refund the amount paid by your customers for Meals including sales tax at any time in its reasonable discretion. SwingBy may withhold taxes as required by law. Unless otherwise stated in an applicable Work Order, we are each responsible for our own expenses and costs. You expressly authorize SwingBy’s service provider of which SwingBy notifies Restaurant, to originate credit transfers to your financial institution. You agree to promptly and regularly review and confirm all invoices, transactions, fees and other charges provided to you through the SwingBy Services and to promptly notify SwingBy of any discrepancies or other disputes within sixty (60) days of the invoice or transaction giving rise to the discrepancy or dispute. You agree that you will be deemed to have accepted and ratified any such invoice, transaction, fee or charge if you do not communicate a written claim or objection within such sixty (60) day period.
USING OUR SERVICES
Use. You may use our Services only in compliance with these Terms and as permitted by law. Our Services are not designed for use outside the United States, and by using our Services you are representing to us that you are in the United States. You agree not to interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. We may suspend or stop providing our Services to you if you do not comply with our terms or policies, or if we are investigating suspected misconduct.
Food Safety. By using the Services, you agree to comply with all applicable laws, rules, regulations, and standards that pertain to the preparation, marketing, and sale of food including all such laws rules, regulations and standards regarding proper food preparation and menu disclosure and you agree that SwingBy is not liable for any preparation of food in connection with your use of the Services. SwingBy does not independently verify, and is not liable for any representations made by you regarding your food, including any descriptions, disclosures, or representations made by you in connection with your menu.
Intellectual Property. The Services are protected by copyright, trademark, trade secret and other U.S. and foreign laws. These Terms or your use of the Services do not grant you any right, title or interest in the Services, others’ content in the Services, SwingBy trademarks, logos or other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you. You agree to grant and hereby grant to SwingBy a non-exclusive, worldwide, royalty-free, transferable, and revocable license to use the trademarks, service marks, trade names, meal names, meal descriptions, logos, designs and other designations, copy, or brands used by you in connection with your business or any other content that you post, upload, share, store, or otherwise provide through the Services (“Restaurant IP“). This license is expressly limited: (i) to uses by SwingBy in connection with the Services; and (ii) as specifically permitted by you in writing. You are hereby granted a non-exclusive, non-transferable, and revocable license to use the trademarks, service marks, trade names, logos, designs and other designations, copy, or brands used by SwingBy in connection with the SwingBy Services (“SwingBy IP“) solely for the purpose of promoting the SwingBy Services on your premises, provided that you agree to use SwingBy IP solely in compliance with any rules and guidelines provided by us. You also agree to immediately cease all use of SwingBy IP upon request from SwingBy or upon termination or expiration of the Formal Proposal. Other than the license to use the SwingBy IP granted in this Section and except as expressly permitted in connection with the Services hereunder, you are not granted any other right, title, or interest in any intellectual property owned by SwingBy.
Data. SwingBy may provide you with aggregate information regarding meals, refunds, and other metrics. In addition, you may be provided or have access to personally identifiable information (“PII“) in connection with your use of the Services. All PII is subject to the Privacy Policy, and you agree to abide by the Privacy Policy with respect to the PII. In addition, you agree that you will only use the PII for fulfillment of orders made through the Services, and not for any other purpose (including marketing).
Product Changes. Our Services evolve constantly. As such, the Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally.
Communications. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
Age Requirement. Our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you are over 13.
SwingBy Devices. SwingBy may provide you or your restaurant with mobile devices, kiosks or other devices (the “Devices“) to access the SwingBy Services. You agree to only use any Devices in connection with the SwingBy Services, and that Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third party. Devices(s) will at all times remain SwingBy’s property, and upon expiration or termination of the Formal Proposal or these Terms or request by SwingBy you will return all Device(s) to SwingBy within ten (10) days at your expense. If the Device(s) is lost or damaged beyond normal wear and tear or you do not return all such Device(s) to SwingBy during such period, you agree to pay $300 (or the fee set forth in the Formal Proposal) for each such Device, or if the relevant Device is a kiosk, then $3000 (or the fee set forth in the Order From) for each such kiosk, to SwingBy. If there is a wireless data plan with a Device, you agree that SwingBy may charge you or your restaurant for the costs associated with the wireless data plan of each applicable Device.
Payment Processing. We may bill you directly or use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the SwingBy Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF SWINGBY SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SWINGBY ACCOUNT.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for SwingBy Services. Unless you opt out of auto-renewal, which can be done by contacting us at [email protected], any SwingBy Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. If you terminate a SwingBy Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE SWINGBY SERVICE BY CONTACTING US OR TERMINATE YOUR SWINGBY ACCOUNT AT LEAST THIRTY (30) DAYS BEFORE THE END OF THE RECURRING TERM, REGARDLESS OF WHETHER YOUR SUBSCRIPTION PERIOD IS MONTHLY OR ANNUAL. SWINGBY SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SWINGBY WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
ALCOHOLIC BEVERAGES POLICY. If an order is placed at a Restaurant which is licensed to sell alcoholic beverages, you represent that both you and, if different, the ultimate recipient of the order are at least 21 years of age.Upon pickup of the order, the recipient shall present a government-issued identification card consistent with applicable law, evidencing proof of legal drinking age. You also agree that the Restaurant may refuse to sell the ordered alcoholic beverages if you appear to be intoxicated when receiving delivery of such products.
You hereby acknowledge that SwingBy does not supervise, direct, control or monitor the Restaurant in connection with the sale of alcoholic beverages or any other items and expressly disclaims any responsibility and liability in connection with such sale, including but not limited to any warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.
YOUR SWINGBY ACCOUNT
You need a SwingBy account in order to use some of our Services (a “SwingBy Account“). To protect your SwingBy Account, keep your password confidential. You are responsible for the activity that happens on or through your SwingBy Account. Try not to reuse your SwingBy Account password on third-party applications. If you learn of any unauthorized use of your password or SwingBy Account, contact us at [email protected].
PRIVACY AND COPYRIGHT PROTECTION
Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information for storage, processing and use by SwingBy.
Copyright Protection. We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of our Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is our policy to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.
- A. Procedure for Reporting Copyright Infringements:
If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
Identification of works or materials being infringed;
Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we can find and verify its existence;
Contact information about the notifier including address, telephone number and, if available, email address;
A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
- B. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:
It is Company’s policy:
to remove or disable access to the infringing material;
to notify the content provider, member or user that it has removed or disabled access to the material; and
that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider’s, member’s or user’s access to the Services.
- Procedure to Supply a Counter-Notice to the Designated Agent:
If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:
A physical or electronic signature of the content provider, member or user;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or, if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which we are located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.
Please contact our Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent to Receive Notification of Claimed Infringement:
YOUR CONTENT IN OUR SERVICES
Your Ownership. Some of our Services may allow you to upload, submit, store, send or receive content, for example the menu items for your restaurant. You retain ownership of any intellectual property rights that you hold in that content. In short, what you provide to us stays yours.
Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incites hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
DISCLAIMERS
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS AGREED TO BY SWINGBY IN WRITING, NEITHER SWINGBY NOR ITS THIRD PARTY SUPPLIERS OR DISTRIBUTORS OR LICENSORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. SWINGBY, AND ITS THIRD PARTY SUPPLIERS, DISTRIBUTORS AND LICENSORS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, INCLUDING WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WE PROVIDE THE SERVICES “AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS AGREED TO BY SWINGBY IN WRITING, WE (AND OUR THIRD PARTY SUPPLIERS AND DISTRIBUTORS AND LICENSORS) HEREBY DISCLAIM AND EXCLUDE ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIABILITY FOR OUR SERVICES
TO THE FULLEST EXTENT PERMITTED BY LAW, SWINGBY AND SWINGBY’S PAST, PRESENT AND FUTURE OFFICERS, AGENTS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “SWINGBY PARTIES“), WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SWINGBY PARTIES’ AGGREGATE LIABILITY FOR ANY CLAIMS UNDER THESE TERMS OR THE FORMAL PROPOSAL, INCLUDING FOR ANY IMPLIED WARRANTIES, WILL NOT EXCEED $300. IN ALL CASES, SWINGBY, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE, INCLUDING, WITHOUT LIMITATION, ANY FORCE MAJEURE EVENT. EXCEPT AS PROVIDED HEREUNDER, YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS IS TO DISCONTINUE USING THE SERVICES.
Force Majeure. In the event that SwingBy is prevented from performing, or is unable to perform, any of its obligations under these Terms due to acts of God, natural disasters, or other cause beyond its reasonable control, its performance shall be extended for the period of delay or inability to perform due to such occurrence.
Indemnification. You agree to indemnify and hold harmless SwingBy, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of (a) your access to, use of, or misuse of the SwingBy Services, in a way that is harmful to others including any claim arising from your preparation, description, or sale of food; (b) your violation of any portion of these Terms or the Formal Proposal, any representation, warranty, or agreement referenced in these Terms or the Formal Proposal, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right of publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
RESOLVING DISPUTES
Agreement to Arbitrate. You and SwingBy agree that any dispute arising out of or relating to these Terms or the Formal Proposal or the breach, termination, enforcement, interpretation or validity hereof or thereof, including, without limitation, the determination of the scope or applicability of this agreement to arbitrate, and any other dispute, claim or controversy between the parties hereto (any of the foregoing, a “Dispute“), will be determined fully, finally and exclusively by neutral, binding and confidential arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act.
Procedure. The arbitration will be administered in Ontario, Canada, or the city in which you are located, before a single arbitrator, and it will be initiated and conducted according to the Ontario Comprehensive Arbitration Rules and Procedures; provided, however, that discovery will be limited to an exchange of relevant documents, unless the arbitrator determines that additional discovery is necessary. The arbitrator will follow the substantive laws of the State of California, to the extent such laws are not inconsistent with the Federal Arbitration Act, in adjudicating any Dispute. Judgment on any award may be entered in any court having competent jurisdiction in San Francisco County, California, and the parties hereby submit to the jurisdiction of such court for this purpose.
Confidential Proceedings. The parties will maintain the confidential nature of any arbitration proceeding and will not, without the prior written consent of the other Party, disclose to any other person or entity the fact, existence, substance, contents, or results of the arbitration, any arbitration hearing, the award of the arbitrator, or any other proceeding in connection with the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law or judicial decision.
NO CLASS ACTION. EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE RESTAURANT OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER RESTAURANT OR USER.
Tax Audits. You agree to provide information requested by SwingBy within a reasonable period in the event of any sales tax audit. You agree to indemnify SwingBy against any assessment of sales tax, penalties, and interest imposed by any state or local jurisdiction and any costs associated thereto. You further agree to indemnify SwingBy against any assessments, fees, judgments, and penalties resulting from lawsuits that may be brought by any party for the improper collection of sales tax.
Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of Santa Clara County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute notice process described above. Both you and SwingBy consent to venue and personal jurisdiction there.
TERMINATION
You are free to stop using our Services at any time upon written notice to us. We reserve the right to suspend or terminate your access to the Services immediately upon notice to you if: (a) you are in breach of these Terms, (b) you are using the Services in a manner that would cause a real risk of harm or loss to us or other users, (c) in our sole discretion for any reason at any time.
MODIFICATION OF TERMS
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at www.SwingBy.co/legal/restaurant-terms, send you an email, and/or notify you by some other means.
If you do not agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
ABOUT THESE TERMS
Translations. This Agreement is in the English language only, which shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto.
Third Party Rights. These terms control the relationship between SwingBy and you. They do not create any third party beneficiary rights.
No Waiver. If you do not comply with these terms, and we do not take action right away, this does not mean that we are giving up any rights that we may have (such as taking action in the future). If a particular term is not enforceable, this will not affect any other terms.
Assignment. You may not assign any of your rights under these Terms, and any such attempt will be void. SwingBy may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services (whether by sale of stock or assets, merger, consolidation or otherwise).
Governing Law. The laws of Ontario, Canada., excluding Ontario’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.
