Terms of Use

Last updated August 2022

Thank you for using swayindustrial.com. These Terms of Use (the “Terms” or the “Agreement”) constitute a legally-binding agreement made between you, whether personally or on behalf of an entity (the “user,” “you,” or “your”) and Sway Industrial Solutions (“Sway,” “we,” “us” or “our”), concerning your access to and use of our website, applications and all of our products, services, websites, social media pages, media forms, and/or channels (collectively, the “Services”). You agree that by accessing the Services in any way, you have read, understood, and agree to be bound by all of these Terms.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS HEREIN, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING SWAY’S SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

By using our Services, you also agree to be bound by our Privacy Policy, our Disclaimer, and any supplemental terms and conditions or documents that may be posted on or through the Services from time to time. The Privacy Policy, the Disclaimer, and any supplemental policies are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. If a revision is material, we will try to provide at least fifteen (15) days’ notice prior to the revision taking effect. What constitutes a material revision will be determined at our sole discretion.

Notwithstanding our efforts to provide notice of updates, it is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after any change has been made. We will also periodically update the “Last Updated” section above to indicate the last time changes were made. Finally, offers and promotions related to our Services may be seasonal and subject to change, with or without notice.

The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are intended for users who are at least eighteen (18) years old or otherwise have the permission of their parent(s) or legal guardian(s) to access the Services.

1. Indemnity by You

You agree to defend, protect, indemnify and hold Sway, its subsidiaries, affiliates, officers, agents, predecessors and successors in interest, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to:

1. your use of the Services;
2. a breach of these Terms;
3. any third-party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from your use of the Services, and/or your making available thereof to other users of the Services;
4. any activity related to your use of the Services, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Sway.

2. Prohibited Uses of the Services

The Services are intended for your own or your business’ own use. By using the Services, you agree not to:

• Reproduce, copy, modify in any material manner, or remove Sway’s proprietary marks, logos or notices;
• Lease, resell or redistribute any of the Services;
• Use the Services in connection with any commercial endeavors;
• Provide access to or give the Services or any part or portion of the Services to a third party;
• Reverse engineer the Services;
• Make the Services available on any file-sharing platform;
• Harm, as determined in our sole discretion, Sway, the Services, other users or third parties or their use and/or experience with the Services with, including but not limited to, the uploading of malicious software, viruses, spyware, malware, cookies, bugs, keyloggers, or any other materials expressly prohibited;
• Use the Services in connection with any legal matters that are frivolous, immaterial, illegal, lack merit, involve the laws of foreign legal jurisdictions, or have been pursued for an excessive or unreasonable amount of times as determined by us;
• Use the Services in connection with perpetrating, aiding or abetting a crime or fraudulent activity;
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
• Make any unauthorized use of the Services, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mails, or creating user accounts by automated means or under false pretenses;
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein;
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use any information obtained from the Services in order to harass, abuse, or harm another person, or make any statement or take any action that is in violation of any user’s civil or other rights;
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services;
• Engage in any automated use of the Services, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
• Interfere with, disrupt, or create an undue burden on the Services or the networks or servers connected to the Services;
• Attempt to impersonate another user or person or use the username of another user;
• Sell or otherwise transfer your information through the Services;
• Use the Services or any related services in a manner that violates any applicable law, regulation or this Agreement;
• Permit any third party to use the Services in a manner that violates any applicable law, regulation or this Agreement.

3. Sway Industrial Solutions Customer Satisfaction Policy

Sway strives towards customer satisfaction with the Services. If you purchase any service through us and are not satisfied, please contact Sway’s Customer Service Team and we will work with you to rectify your experience with us. Our contact information is listed at the end of these Terms.

4. Intellectual Property Rights

Except as expressly set forth in these Terms, nothing contained herein shall be construed as conferring any license or right, by implication or otherwise, under any of our copyrights or other intellectual property rights. You agree that the Services and our content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

The Services may include various product names, business names, logos, slogans and other marks in which we have a registered trademark interest or other protectable interest (collectively “Sway’s Property”). It may also include product names, business names, logos, slogans and other marks in which others have a protectable interest (collectively “Other Materials”). You may not copy, download, display, distribute, modify or sublicense any of Sway’s Property or Other Materials on the Services without the prior express written permission of the appropriate owners.

5. Limitation of Liability

In no event will we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Services, or use thereof. Nothing contained in or accessed through the Services or in any written or oral communications from Sway or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the Services are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We make no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Services content or that the functionality of the Services will be uninterrupted or error-free or free from virus or third-party attack. You hereby acknowledge that your use of the Services is at your sole risk.

UNDER NO CIRCUMSTANCES SHALL SWAY, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM OR THROUGH THE SERVICES, EVEN IF SWAY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY. TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SWAY HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF SWAY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Sway and sole remedy available to any user in any case in any way arising out of or relating to the Terms or the Services shall be limited to monetary damages that in the aggregate may not exceed the greater of $250.00 or the sum of any amount paid by the user to Sway during the six (6) months prior to notice to Sway of the dispute for which the remedy is sought, whichever amount is lesser.

6. User Submitted Content

The Services may allow users to post images, audio, text, video, links to other sites, or other content to the Services (collectively “User Content”). Neither Sway nor any of its affiliates endorses these entities or individuals nor are we in any way associated with any of the materials that they may post on or through the Services. Neither Sway, nor any of its subsidiaries, affiliates, officers, agents, predecessors and successors in interest, and other partners shall have any responsibility or liability of any nature whatsoever arising in connection with any materials provided by these entities or individuals or in connection with any conduct of these entities or individuals.

Each user who posts any User Content acknowledges and agrees that we have the right, in our sole discretion, to take down or remove or alter any and all User Content we deem inappropriate, illegal or otherwise offensive.

Any user who posts any User Content hereby represents that such User Content does not violate any third-party intellectual property rights and further grants us a license to show and make this content accessible on the Services or any successor or affiliate app or website. By posting any User Content to the Services, you hereby agree to indemnify us from any damages and claims related to the User Content, including but not limited to any infringement, misappropriation, libel or other claims.

7. Services Management

We reserve the right, but are under no obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting any such individual to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

8. Modification and Interruptions

We reserve the right to change, modify, or remove the content on the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

9. Account Security

You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to: (1) immediately notify Sway of any unauthorized use of your username or password or any other breach of security, and (2) ensure that you exit from your account at the end of each session. Sway will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information. If you share your device with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Sway account.

10. Electronic Communications, Transactions, and Signatures

Accessing and using the Services, sending us e-mails or chat messages, and filling in requested information constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via e-mail and on the Services, satisfy any legal requirement that such communications be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

11. Availability Outside the U.S.

If you access the Services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Services from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with these Terms and our Privacy Policy.

12. Term and Termination

These Terms shall remain in full force and effect while you use the Services. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking access), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or any applicable law of regulation. We may terminate your use of or participation in the Services or delete your account and any content or information that you posted at any time, without warning, at our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

13. Severability Waiver

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. In addition, our failure to enforce any term shall not be deemed as a waiver of such term or otherwise affect our ability to enforce such term at any point in the future.

14. Governing Law

These Terms and our legal obligations hereunder are subject to the laws of the State of California, United States of America, regardless of your location. You hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Orange County California, United States of America, in all disputes arising out of or relating to the Services.

15. Attorneys’ Fees

In the event that Sway is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Sway’s attorneys’ fees and costs.

16. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

17. Please Read Our Privacy Policy

Please read our Privacy Policy, which is incorporated fully into these Terms.

18. Contact