Swing Therapeutics Terms of Use

Last Updated: August 1, 2021  

Thank you for choosing our websites, swingtherapeutics.com, https://surveys.tempo.systems/welcome/003, and digital therapeutic applications (collectively, our “Services”), brought to you by Swing Therapeutics, Inc. (“Swing”, “us”, “our” and “we”).  

Below are our Terms of Use (the “Terms”). We are pleased to answer any questions or concerns you may have at +1 619-332-0553 or support@swingtx.com. Please note that certain features of our Services may be subject to additional guidelines, terms, or rules, which will be posted on our website or included within the application in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. 

Your use of our Services is also subject to our Privacy Policy, which may change from time to time (the policy explains how you can learn about these changes). Our Services are intended for use within the United States of America. Please note that our websites, swingtherapeutics.comhttps://surveys.tempo.systems/welcome/003www.react-fm.com are copyrighted works belonging to Swing Therapeutics. 

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES. BY USING OUR SERVICES, YOU AGREE TO COMPLY WITH OUR TERMS, AS WELL AS THE TERMS PERMITTED BY THE APPLE MEDIA SERVICES TERMS AND CONDITIONS AND/OR THE GOOGLE PLAY TERMS OF SERVICE, AS APPLICABLE TO YOUR MOBILE DEVICE. 

PLEASE BE AWARE THAT SECTION 6 (COMPANY COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATIONS. 

OUR SERVICES AND ANY OTHER SWING PRODUCTS AND SERVICES ARE NOT INTENDED TO PROVIDE HEALTH OR MEDICAL ADVICE AND ARE NOT A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOUR USE OF OUR SERVICES DOES NOT CREATE ANY PATIENT RELATIONSHIP BETWEEN YOU AND SWING, NOR SHOULD IT BE CONSIDERED A REPLACEMENT FOR CONSULTATION WITH A DOCTOR OR OTHER HEALTHCARE PROFESSIONAL. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION AND BEFORE STOPPING, STARTING OR MODIFYING ANY TREATMENT. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OR THROUGH THE SERVICES. WHILE SWING STRIVES TO PROVIDE HELPFUL AND ACCURATE PRODUCTS AND SERVICES, SWING NEVERTHELESS MAKES NO ENDORSEMENT, REPRESENTATION, OR WARRANTY OF ANY KIND ABOUT OUR SERVICES OR ABOUT THE EFFICACY, APPROPRIATENESS OR SUITABILITY OF ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, TREATMENTS, SERVICES, OPINIONS OR ANY OTHER CONTENT, INFORMATION, SERVICES, OR RECOMMENDATIONS THAT MAY BE CONTAINED ON, AVAILABLE THROUGH, OR PROVIDED VIA OUR SERVICES. THE SERVICES ARE NOT INTENDED FOR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL 9-1-1 IMMEDIATELY. 

Table of Contents 

1. What equipment is necessary to use our Services? 

2. Registration and Account Creation 

3. Account Responsibilities 

4. License to User Content 

5. License Grant to the Services 

6. Company Communications 

7. Payment 

8. Acceptable Use Policy 

9. Enforcement 

10. Feedback 

11. What are Swing’s rights? 

12. No Support or Maintenance 

13. Mobile data fees may apply 

14. External and Third-Party Services 

15. Other Users 

16. Release 

17. No Warranty 

18. Limitation of Liability 

19. Indemnity 

20. Export 

21. Commercial Items 

22. Governing Law and Dispute Resolution 

23. Term and Termination 

24. International issues 

25. Electronic Communications 

26. Force Majeure 

27. Notice 

28. General terms 

29. What if Swing changes these Terms? 

30. Contact Information 

1. What equipment is necessary to use our Services? 

Full use of our Services, including access to our digital therapeutic applications, is dependent upon your use of a smartphone, tablet, or other computing device with a current operating system, adequate software, storage space, and Internet access. The maintenance and security of your device and software may influence the performance of our Services, and you must ensure your equipment’s proper functionality and compatibility with our Services requirements. Some versions of our Services may be compatible only with designated devices, operating systems, internet browsers or settings. 

2. Registration and Account Creation. 

(a) Registering Your Account. In order to use certain features of Swing’s products, you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Services (“Account”), has a valid account on the social networking service (“Third-Party Platform”) through which the user has connected to the Services (each such account, a “Third-Party Account”),  or has an account with the provider of the digital therapeutics mobile application for the user’s mobile device..  

(b) Access Through a Third-Party Platform. If you access the Services through a Third-Party Platform as part of the functionality of the Services, you may link your Account with Third-Party Accounts, by allowing Swing to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.  you represent that you are entitled to disclose your Third-Party Account login information to Swing and/or grant Swing access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Swing to pay any fees or making Swing subject to any usage limitations imposed by such third-party service providers.  By granting Swing access to any Third-Party Accounts, you understand that Swing may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“Third-Party Platform Content”) so that it is available on and through the Services via your Account.  Unless otherwise specified in the Agreement, all Third-Party Platform Content shall be considered to be your User Content (as defined below) for all purposes of the Agreement.  Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on Services. Please note that if a Third-Party Account or associated service becomes unavailable, or Swing’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Platform Content will no longer be available on and through the Services.  You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Services.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SWING DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.  Swing makes no effort to review any Third-Party Platform Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Swing is not responsible for any Third-Party Platform Content. 

(c) Registration Data. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form. You represent that you are at least eighteen (18) years old, can form a binding contract, and are not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create more than one Account per person and not to create an Account using a false identity.  

(d) Termination of your Account. You may delete your Account at any time, for any reason, by contacting support@swingtx.com

3. Account Responsibilities.  

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Swing of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You are responsible for: (i) the Content, information and data you enter, upload, post, e-mail, transmit or otherwise make available through the Services during any registration and during your use of our Services; (ii) any solicited or unsolicited feedback you give us about our Services; (iii) and any other unsolicited information or Content you submit or provide to us, whether or not via our Services (each of (i), (ii), and (iii), together, your “User Content”). Swing cannot and will not be liable for any loss or damage arising from your failure to comply with the preceding requirements. 

4. License to User Content 

You hereby grant (and you represent and warrant that you have the right to grant) to Swing an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services in an anonymized fashion. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. 

5. License Grant to the Services 

Our Services are licensed, not sold, to you. Your license to our Services is subject to your prior acceptance of these Terms. Your license to our Services is granted by Swing, not by Apple or Google (as applicable to your mobile device or computer system) and can be terminated by the company at any time. Swing reserves all rights not expressly granted to you under these Terms.  

a. Scope of License: Swing hereby grants to you a non-exclusive, revocable, non-transferable, limited license to use our Services as permitted by these Terms for your own personal, noncommercial use. These Terms will govern any content, materials, or services accessible from within our Services, as well as upgrades provided by Swing that replace or supplement the original version of our Services, unless such upgrade is accompanied by different terms. Except as provided in these Terms, you may not distribute or make our Services available over a network where they could be used by multiple devices at the same time. You may not transfer, redistribute, or sublicense our Services. You may not copy (except as permitted by these Terms), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of our Services, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with our Services. 

b. Consent to Use of Data: You agree that Swing may collect and use data and related information—including but not limited to your use of the software and technical information about your device, system, and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to our Services. Swing may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. 

6. Company Communications 

By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications.  You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems.  Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Account or the use of the Services and updates concerning new and existing features on the Services.  Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.  IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE TEXTS.  HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE SERVICES.  

7. Payment. 

Company does not currently charge a fee for its Services, but it reserves the right to charge such fees in the future. 

8. Acceptable Use Policy.  

The following terms constitute our “Acceptable Use Policy”: 

a. You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. 

b. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file). 

9. Enforcement 

We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities. 

10. Feedback 

If you provide Swing with any feedback, ideas or suggestions regarding the Services (“Feedback”), you hereby assign to Swing all rights in such Feedback and agree that Swing shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Swing will treat any Feedback you provide to Swing as non-confidential and non-proprietary. You agree that you will not submit to Swing any information or ideas that you consider to be confidential or proprietary. 

11. What are Swing’s rights? 

Swing owns, controls, and/or licenses all text, graphics, interfaces, photographs, trademarks, logos, music, audio, works of authorship of any kind, computer code, and information or other materials that are included, posted, generated, provided, or otherwise made available to you through our Services (together, the “Swing Content”), including but not limited to the design, structure, selection, coordination, expression, and arrangement of the Swing Content. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 5. Swing and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. The Swing Content is protected by trade dress, copyright, trademark laws, other intellectual property rights, and other laws of the United States and foreign countries. Our Services and no Swing Content may be copied, reproduced, republished, uploaded, posted, transmitted, sold, licensed, transferred, adapted, modified, publicly displayed, or distributed without Swing’s prior written consent. The license(s) to you set forth below is conditioned on you not modifying the Swing Content and on your acceptance of any terms, conditions, and notices accompanying the Swing Content or otherwise set forth in our Services. Notwithstanding the foregoing, any materials available for downloading, access, or other use via our Services that have their own license terms, conditions, and notices will be governed by such terms, conditions, and notices. Swing reserves the right to determine the timing and content of software updates for our Services which, if applicable, may be automatically downloaded and installed without prior notice to you. You acknowledge that Swing may establish general practices and limits concerning use of our Services including without limitation the maximum period of time that data or other content will be retained by our Services or maximum usage times for our Services and maximum storage space that will be allotted on Swing’s servers on your behalf. You agree that Swing has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to our Services. To the extent applicable, you acknowledge that Swing reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Swing reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 

12. No Support or Maintenance 

You acknowledge and agree that Swing will have no obligation to provide you with any support or maintenance in connection with the Services. 

13. Mobile data fees may apply 

You acknowledge that use of our Services may count against your mobile device’s data plan. Standard data rates from your wireless provider may apply. 

14. External and Third-Party Services 

Our Services may enable access to Swing and/or third-party services and sites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Swing is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by our Services or any External Service, including but not limited to financial, medical, and location information, is for general informational purposes only and is not guaranteed by Swing or its agents. You will not use the External Services in any manner that is inconsistent with these Terms or that infringes the intellectual property rights of Swing or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten, or defame any person or entity, and that Swing is not responsible for any such use. External Services may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Swing reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any External Services at any time without notice or liability to you. 

15. Other Users 

Each user of the Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. 

16. Release 

You hereby release and forever discharge the Swing (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users or any External Services). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 

17. No Warranty 

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND SWING (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SWING OR THROUGH SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION ON OUR SERVICES MAY NOT REFLECT THE MOST RECENT RESEARCH AND THAT YOUR RELIANCE ON ANY INFORMATION CONTAINED ON THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT SWING IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SWING LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING MEDICAL PROFESSIONALS, OPERATORS OF EXTERNAL SITES OR OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

18. Limitation of liability 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SWING (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SWING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.  

THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW. 

THE LIMITATIONS ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE USER AND THE COMPANY. 

19. Indemnity 

You agree to indemnify and hold Swing, its existing and future officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates harmless from any demands, loss, liability, claims, or expenses (including attorneys’ fees) made against Swing due to or arising out of or in connection with your use of our Services or your User Content, as applicable, your violation of any applicable laws, rules, or regulations, your violation of the Terms, your violation of another party (including any other registered users of the Services), or your breach of any warranties made by you hereunder or your violation of any other provision of these Terms. Swing reserves the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you agree to reasonably cooperate with Swing in asserting any available defenses. 

This provision does not require you to indemnify Swing, its existing and future officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, and affiliates for any unconscionable commercial practice by such party or fore such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services. 

20. Export 

You may not use or otherwise export or re-export our Services except as authorized by United States law and the laws of the jurisdiction in which our Services was obtained. In particular, but without limitation, our Services may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using our Services you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law. 

21. Commercial Items 

Our Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 

22. Governing Law and Dispute Resolution 

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. 

23. Term and Termination 

Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Swing will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 4, 7-9 and 12-25. 

24. International issues 

Swing administers and operates our Services from our locations in the United States. Our Services are only available for use within the United States of America. Information available via our Services may contain references to Swing products, programs, and services that are not available in your country. Such reference does not imply that Swing intends to make such products, programs, or services available in your country. Any offer on our Services for any feature, product, or service is void where prohibited. If you choose to access our Services from outside the United States, you are responsible for complying with applicable local laws. Certain text in our Services may be available in languages other than English; any such translations are provided as a convenience, and Swing makes no representations or commitments regarding the accuracy or completeness of any such translation. 

25. Electronic Communications.   

The communications between you and Swing may take place via electronic means, whether you visit or use Services or send Swing e-mails, or whether Swing posts notices on or through the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Swing in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Swing provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”). 

26. Force Majeure.   

Swing shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, pandemics, epidemics, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

27. Notice.  Where Swing requires that you provide an e-mail address, you are responsible for providing Swing with your most current e-mail address.  In the event that the last e-mail address you provided to Swing is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Swing’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Swing at the following address: support@swingtx.com.  Such notice shall be deemed given when received by Swing by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. 

28. General terms 

If a court or other tribunal of competent jurisdiction holds any of the provisions of these Terms to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect. These Terms and our Privacy Policy for our Services constitute the entire agreement between you and Swing with regard to your use of our Services and any and all other written or oral agreements or understandings previously existing between you and Swing with respect to such use are hereby superseded and cancelled. Swing’s failure to insist on or enforce strict performance of these Terms shall not be construed as Swing’s waiver of any provision or any right it has to enforce these Terms, nor shall any course of conduct between Swing and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. Swing customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing. 

You may not assign or transfer these Terms, by operation of law or otherwise, without Swing’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Swing may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and their permitted assigns. 

29. What if Swing changes these Terms? 

If we materially change these Terms, we will notify you by posting a notice on our Services. Your continued use of our Services following any notification of changes to these Terms will mean that you accept and agree to the revised Terms. 

30. Contact Information 

Address: 

Swing Therapeutics 

Attn: Terms of Use 

353 Sacramento St, Suite 1803 

San Francisco, California 

941111 US 

Phone:+1 619-332-0553 

Email: support@swingtx.com  

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