Please read the following carefully.
Please read these Terms carefully before using our Site.
If you are accessing our Site on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the “Company”), by accessing our Site you represent and warrant that you are authorized to accept these terms on behalf of the Company and bind such Company.
1. Modifications to Terms
We may change these Terms or any other policies or guidelines governing our Site at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on our Site. Your use of our Site will be subject to the most current version of the Terms posted on our Site at the time of such use. Your continued use of our Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of our Site.
3. License to the Site
Subject to these Terms, we grant you non-exclusive, non-transferable, non-sublicensable and revocable license to use the Site.
4. Access to the Site
We retain the right, at our sole discretion, to deny you access to the Site, at any time and for any reason, including for violation of these Terms. You will cease and desist from any such access or use immediately upon request by us.
5. Registration, Accounts and Passwords
When using our Site, you may be asked to create or register for an account (the “Swish Account”) through the Site. You must treat your username, password, and any other piece of information required as part of our security procedures as confidential, and you must not disclose the foregoing to any other person or entity. You also acknowledge that your Swish Account is personal to you and agree not to provide any other person with access to your Swish Account 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, including, but not limited to, if you lose your user name or password. You agree to be responsible for any use of your Swish Account or portions of it using your username, password or other security information. You also agree to ensure that you exit from your Swish Account at the end of each session. You should use particular caution when accessing your Swish Account from a public or shared computer 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 or password whether chosen by you or provided by us, at any time if you have violated any provision of these Terms.
6. Use of our Site Content
You may, only as directed by Swish, Swish personnel, or Swish affiliates, download and otherwise copy content from the Site. You accept responsibility for any breach of these Terms by yourself, any of your affiliates, employees, or related third-parties, or others who access the Site through your affiliation.
7. Restrictions on Use of our Site
(a) Except as expressly provided for in these Terms, Swish reserves all of its rights, title and interest in and to the Site, including all intellectual property and other proprietary rights.
(b) You may not, and may not authorize, any other party to: (i) co‑brand our Site; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written consent of an authorized representative of Swish. For the purposes of these Terms, “co‑branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Site or which may confuse a user as the nature of the relationship between us and any other party. You will cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.
(c) Swish may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the Site for any reason and without any liability to you whatsoever. While Swish takes great care to ensure the Site is accurate, errors and/or inaccuracies may occur. Swish may change or update information on the Site at any time without notice. We make no representations that the Site is compatible with, or will function or operate with your device or equipment.
(d) Due to strain on our servers, scrapers, crawlers, robots, or any other automated means of acquiring data from our Site is expressly prohibited. If you are in need of a large quantity of data, please email us at email@example.com and we will consider your data request on a case to case basis.
(e) You shall not create a Swish Account on our Site for anyone other than yourself.
(f) You shall not use our Site if you are twelve (12) years of age or younger.
(g) You shall not create more than one Swish Account on our Site.
(h) You shall not use your profile, the forums, any text input, or file uploads for third party advertisement or third party commercial gain.
(i) You shall not do anything that can jeopardize the security of your Swish Account, including but not limited to sharing your password.
8. Proprietary Content
(a) The entire contents of our Site, including without limitation, all names, designs, graphics, images, illustrations, information, photographs, artwork, video, audio, software, code, data, text, displays, the Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation (collectively, “Content”) is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, license, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. Except as expressly provided in these Terms, nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property.
(b) We may, from time to time, provide you with information, documents or resources, verbally, electronically, or in written format (collectively, “Documentation”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is our exclusive property or licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Documentation. The restrictions set out in these Terms do not apply to the limited extent the restrictions are prohibited by applicable law.
9. User Content
(a) By using our Site, you may have the opportunity to post, upload or otherwise make available content (such as data, text and any information or materials) to the Site (“User Content”). You agree to only upload User Content to which you own all proprietary right, title and interest, or have a license or written consent from the owner to upload such User Content to our Site. Further, you agree not to upload any User Content that is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to Swish, or any third parties.
(b) If you upload User Content that is the personal information of a third party, you agree that you will only do so after you have obtained consent to do so in accordance with applicable privacy laws (“Consent”). You hereby confirm that any and all User Content provided by you to us complies with all applicable laws.
At present, no payments shall be taken through the Site. If at any time you are required to make a payment to us, we shall process your payment though a direct deposit or an email transfer. If you make a payment to us, we do not control, process, or store any of your payment information. Any payment transactions will be facilitated through the bank(s) used for making such direct deposits or email transfers to us.
11. Use of our Site
(a) We expect that you will access and use our Site in a professional, responsible and business-like manner in accordance with applicable laws. By using our Site, you have the opportunity to engage in dialogue with representatives of Swish if you send us emails or contact us through our Site. We welcome your questions, suggestions, ideas and other information (collectively “Suggestions”) that you communicate to us so long as any such Suggestions, User Content or interaction is not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.
(b) You are not obligated to provide us with Suggestions regarding our Site. However, if you do provide us with Suggestions, then we retain all rights to any Suggestions that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.
(c) You further agree that you must use our Site for lawful purposes only and represent and warrant that you will not use our Site to:
(i) E-mail, provide us with or otherwise transmit any Suggestions or User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(ii) E-mail, provide us with or otherwise transmit any Suggestions or User Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;
(iii) Remove any proprietary notices or labels, or any promotional or advertising material, from our Site;
(iv) E-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(v) Impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Site or otherwise communicating with us;
(vi) Upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Swish or third party computer hardware, software, networks, or hardware or telecommunications equipment;
(vii) Interfere or attempt to interfere with or disrupt our Site including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Site;
(viii) Direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices;
(ix) Intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site or any User Content;
(x) Modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any portion of our Site;
(xi) Collect, use, disclose, store or distribute any User Content or other personal information of a third party without their express consent;
(xii) Transmit any information or User Content known by you to be false, inaccurate or misleading; or
(xiii) Transmit any information or User Content that is intimate, private or that you would not want the public to view or have access to.
You use the Site at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or that the Site, or any links from the Site, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Sites.
13. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Site. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site.
14. No Warranty for Security of Device
We do not warrant that a third party cannot access your information should a third party come into possession of your device. We suggest that you use all security features of your device, including any password or locking function, to protect your device and the confidentiality of your information.
15. Third Party Materials, API and Links
We are not responsible for examining or evaluating the content, accuracy, validity, legality or any other aspect of such Third Party Content. We do not represent, warrant, guarantee or endorse any Third Party Content and are not liable to you or to any other party for any Third Party Content or for your misuse or use of such Third Party Content. Third Party Content contains proprietary content and information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way except as authorized by the provider of the Third Party Content. You may not use any Third Party Content in a manner that would be, or could be reasonably construed as, a breach of these Terms. We may change, suspend, remove, modify access to or disable access to any Third Party Content at any time.
16. Disclaimer of Warranties/Limitation of Liability
(a) You understand that we will use commercially reasonable efforts to provide the Site, Content, Third Party Content and Documentation but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial, from the use of our Content or Documentation or from the use of our Site. You also understand that the Content, Third Party Content and Documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on the Site, Content, Third Party Content and Documentation will be at your own risk and that you must evaluate and bear all risks associated with the use of the Site, Content, Third Party Content or Documentation. You are solely responsible for any use of and results from using the Content, Third Party Content, Documentation, or the Site. Your use of the Documentation, Content, Third Party Content or Site is entirely at your own risk.
(b) We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Site or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. Your use of the internet is at your own risk and you are solely responsible for any damages to your computer systems or loss of data that results from any internet access or the Documentation, Content, Third Party Content or Site.
(c) Your use of the Site, Content, Third Party Content and Documentation is at your own risk. The Site, Content, Third Party Content and Documentation are provided on an “as is” and “as available” basis without representations, warranties, guarantees or conditions of any kind, either express or implied. We expressly disclaim all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, merchantable quality, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing, performance or usage of trade. we make no representations, warranties or conditions regarding the availability appropriateness, completeness, accuracy, or currency of the Site, Content, Third Party Content or Documentation. For greater clarity, we do not represent or warrant that: (i) the Site, Content, Third Party Content or Documentation does not and will not infringe, or be subject to any intellectual property claims, or a claim of infringing the trademark or other rights of another party; (ii) the Site, Content, Third Party Content or Documentation will be uninterrupted, functional, secure, reliable, accurate, complete, current, useful, suitable, secure or error-free; (iii) the Site, Content, Third Party Content or Documentation will be suitable, accurate, correct, reliable, complete, timely, error-free or will meet your requirements and expectations in any way; (iv) any defects in the Site, Content, Third Party Content or Documentation will be corrected; and (v) we have verified or endorsed any Third Party Content or Third Party Agreements. The Site, Content, Third Party Content and Documentation may include technical inaccuracies or typographical errors, and we may make changes or improvements to the Site, Content, Third Party Content, Documentation and modify Your access to Third Party Content at any time.
(d) In no event shall Swish, its directors, officers, shareholders, employees, third party providers, agents or advisors (“Associated Persons”) be liable to you or any other person or entity for any direct, indirect, exemplary, special, incidental, consequential or punitive damages, including loss of income, loss of profits, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic or personal loss arising from or in connection with: (i) your use of or reliance on any information provided by us on the Site or stated in the Content, Third Party Content and Documentation; (ii) your use of or inability to use the Site, Content, Third Party Content and Documentation; (iii) your violations of trademark infringement or other intellectual property rights; (iv) any failure of performance of the Site, Content, Third Party Content or Documentation, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; (v) the unauthorized use of your Swish account and password by any person; (vi) any Third Party Content or hyperlinked Sites; or (vii) any other matters relating to the Site, Content, Third Party Content and Documentation, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not we had any knowledge, actual or constructive, that you might incur such damages. The limitations on Swish’s liability or the liability of Associated Persons to you in this section shall apply whether or not Swish or such Associated Persons have been advised or should have been aware of the possibility of any such losses arising.
(e) We expressly disclaim any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. Certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you and you may have additional rights.
(f) In any case, Swish’s aggregate liability under this agreement shall be limited to $100.00 CAD.
You agree at all times to defend, indemnify and hold harmless Swish, its employees, contractors, agents, officers, directors, licensors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Content, Third Party Content or Documentation, or from your violation of these Terms, including your failure to appropriately obtain consent from a third party. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Site, Content, Third Party Content and Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties.
18. System Security
You are prohibited from using any services or facilities provided in connection with our Site to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.
19. Governing Law; Jurisdiction
These Terms and any action related thereto or related to our Site, Content, Third Party Content or Documentation shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. You agree that any action at law or in equity arising out of or relating to these Terms or your use of our Site, Content, Third Party Content or Documentation will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Site and Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Content or Documentation in any such circumstances.
20. Automatic Updates and Upgrades
We may perform automatic updates or upgrades to the Site from time to time. We are not responsible for any affected or erased data, preferences, or settings due to a Site update or upgrade. These Terms govern any upgrades or updates to the Services, unless such upgrades or updates are accompanied by a separate agreement.
You agree that we may perform automatic updates or upgrades to the Site without any further notice or consent. If we provide further notice or requests further consent to a Site update or upgrade, the notice or consent may be received by or provided to you or any authorized user of your device, and you agree that such notice or consent is sufficient for you and all authorized users of your device. The person receiving or providing that notice or consent is responsible for notifying you and all authorized users of the notice and of his or her consent.
You acknowledge and agree that these Terms shall remain in effect for so long as you use our Site or Documentation. You agree that this agreement can only be terminated by you once you have stopped using our Site, Content, Third Party Content or Documentation. We reserve the right to suspend or terminate your use of our Site, Content, Third Party Content or Documentation and remove and discard any information related to you and your use of our Site, Content, Third Party Content or Documentation at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your Swish Account, you may choose to cease use of the Site or to send us notification by email at firstname.lastname@example.org. If you are dissatisfied with our Site, Content, Third Party Content or Documentation, including these Terms, your sole remedy is to discontinue using our Site, Content, Third Party Content or Documentation by ceasing to use the Site.
22. Entire Agreement
These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and Swish relating to your use of our Site, Content, Third Party Content and Documentation and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Site.
23. No Agency; Third Party Beneficiary
We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, Swish and the Associated Persons.
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. Swish may assign these Terms and the rights and obligations granted hereunder without your consent.
If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
26. No Waiver
We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.
The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.
You agree that English and French will be the languages of our Site and of all transactions occurring in connection with our services, and you agree to waive any right to use and rely upon any other languages or translations. In the event of any discrepancy between the English and French versions of this Site or these Terms, you acknowledge that the English version will govern. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.
29. Last Modified
These Terms and Conditions were last modified on September 5, 2023.