Terms and conditions

1. Introduction

1. These terms and conditions shall govern your use of the Swelly app, website and servers which together we refer to as the platform in this document.
2. By using our platform, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our platform.
3. If you register with our platform, submit any material to our platform or use any of our platform services, we will ask you to expressly agree to these terms and conditions.
4. You must be at least 13 years of age to use our platform; by using our platform or agreeing to these terms and conditions, you warrant and represent to us that you are at least 13 years of age.
5. Our platform uses cookies; by using our platform or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.

2. Copyright notice

1. Copyright (c) 2021,2022 Flying Rectangle Ltd.
2. Subject to the express provisions of these terms and conditions:
   1. we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our platform; and
   2. all the copyright and other intellectual property rights in our platform and the material on our platform are reserved.

3. License to use the platform

1. You may:
   1. view pages from our platform in a web browser;
   2. download pages from our website for caching in a web browser;
   3. print pages from our website;
   4. stream audio and video files from our website;
   5. use our website services by means of a web browser,
   6. view and interact with screens in our app;
   7. upload audio, video and images to our servers via the app; and
   8. user out services by means of the app.

   subject to the other provisions of these terms and conditions.

2. Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our platform or save any such material to your computer.
3. You may only use our platform for your own personal and business purposes, and you must not use our platform for any other purposes.
4. Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our platform.
5. Unless you own or control the relevant rights in the material, you must not:
   1. republish material from our platform (including republication on another website);
   2. sell, rent or sub-license material from our platform;
   3. show any material from our platform in public;
   4. exploit material from our platform for a commercial purpose; or
   5. redistribute material from our platform.
6. Notwithstanding Section 3.5, you may redistribute our newsletter in print and electronic form to any person.
7. We reserve the right to restrict access to areas of our platform, or indeed our whole platform, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our platform.

4. Acceptable use

1. You must not:
   1. use our platform in any way or take any action that causes, or may cause, damage to the platform or impairment of the performance, availability or accessibility of the platform;
   2. use our platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
   3. use our platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
   4. conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our platform without our express written consent;
   5. access or otherwise interact with our platform using any robot, spider or other automated means, except for the purpose of search engine indexing;
   6. violate the directives set out in the robots.txt file for our platform; or
   7. use data collected from our platform for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
2. You must not use data collected from our platform to contact individuals, companies or other persons or entities.
3. You must ensure that all the information you supply to us through our platform, or in relation to our platform, is true, accurate, current, complete and non-misleading.

5. Registration & Accounts

1. You may register for an account with our platform by completing and submitting the account registration form on our website, or app and clicking on the verification link in the email that the platform will send to you.
2. You must not allow any other person to use your account to access the platform.
3. You must notify us in writing immediately if you become aware of any unauthorised use of your account.
4. You must not use any other person’s account to access the platform, unless you have that person’s express permission to do so.

6. User login details

1. If you register for an account with our platform, you will be asked to choose a user ID and password.
2. Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person.
3. You must keep your password confidential.
4. You must notify us in writing immediately if you become aware of any disclosure of your password.
5. You are responsible for any activity on our platform arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

7. Cancellation & suspension of account

1. We may:
   1. suspend your account;
   2. cancel your account; and/or
   3. edit your account details,

   at any time in our sole discretion without notice or explanation.

2. You may cancel your account on our platform at any time by contacting support@swelly.ai.

8. Comments feature

1. In order to use the comments feature on our website, you must register with the platform.
2. Comments may be reviewed and edited before publication, and we reserve the right to decline to publish a comment, and to edit or delete any comment that has been published on our website.
3. We shall have no obligation to provide to you a copy of any comment that you post to our website.
4. For the avoidance of doubt, your comments constitute “your content” for the purposes of Section 9 and Section 10.

9. Your content: license

1. In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our platform.
2. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store and publish your content on and in relation to this platform and any successor platform.
3. You grant to us the right to sub-license the rights licensed under Section 9.2.
4. You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.
5. You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.
6. You may edit your content to the extent permitted using the editing functionality made available on our platform.
7. Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

10. Your content: rules

1. ou warrant and represent that your content will comply with these terms and conditions.
2. Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3. Your content, and the use of your content by us in accordance with these terms and conditions, must not:
   1. be libellous or maliciously false;
   2. be obscene or indecent;
   3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
   4. infringe any right of confidence, right of privacy or right under data protection legislation;
   5. constitute negligent advice or contain any negligent statement;
   6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
   7. be in contempt of any court, or in breach of any court order;
   8. be in breach of racial or religious hatred or discrimination legislation;
   9. be blasphemous;
   10. be in breach of official secrets legislation;
   11. be in breach of any contractual obligation owed to any person;
   12. depict violence in an explicit, graphic or gratuitous manner;
   13. be pornographic, lewd, suggestive or sexually explicit;
   14. be untrue, false, inaccurate or misleading;
   15. consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
   16. constitute spam;
   17. be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
   18. cause annoyance, inconvenience or needless anxiety to any person.
4. Your content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
5. You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our platform, breach the provisions of these terms and conditions.
6. You must not submit to our platform any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

11. Report abuse

1. If you learn of any unlawful material or activity on our platform, or any material or activity that breaches these terms and conditions, please let us know.
2. You can let us know about any such material or activity by email or using our poll and comment flagging system.

12. Limited warranties

1. We do not warrant or represent:
   1. the completeness or accuracy of the information published on our platform;
   2. that the material on the platform is up to date; or
   3. that the platform or any service on the website will remain available.
2. We reserve the right to discontinue or alter any or all of our platform services, and to stop publishing our platform, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any platform services, or if we stop publishing the platform.
3. To the maximum extent permitted by applicable law and subject to Section 13.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our platform.

13. Limitations and exclusions of liability

1. Nothing in these terms and conditions will:
   1. limit or exclude any liability for death or personal injury resulting from negligence;
   2. limit or exclude any liability for fraud or fraudulent misrepresentation;
   3. limit any liabilities in any way that is not permitted under applicable law; or
   4. exclude any liabilities that may not be excluded under applicable law.
2. The limitations and exclusions of liability set out in this Section 13 and elsewhere in these terms and conditions:
   1. are subject to Section 13.1; and
   2. govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
3. To the extent that our platform and the information and services on our platform are provided free of charge, we will not be liable for any loss or damage of any nature.
4. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
5. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
6. We will not be liable to you in respect of any loss or corruption of any data, database or software.
7. We will not be liable to you in respect of any special, indirect or consequential loss or damage.
8. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

14. Indemnity

You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.

15. Breaches of these terms and conditions

1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
   1. send you one or more formal warnings;
   2. temporarily suspend your access to our platform;
   3. permanently prohibit you from accessing our platform;
   4. block computers using your IP address from accessing our platform;
   5. contact any or all of your internet service providers and request that they block your access to our platform;
   6. commence legal action against you, whether for breach of contract or otherwise; and/or
   7. suspend or delete your account on our platform.
2. Where we suspend or prohibit or block your access to our platform or a part of our platform, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account)

16. Third party websites

1. Our platform includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
2. We have no control over third party websites and their contents, and subject to Section 13.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

17. Variation

1. We may revise these terms and conditions from time to time.
2. The revised terms and conditions shall apply to the use of our platform from the date of publication of the revised terms and conditions on the platform, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
3. If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

18. Assignment

1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

19. Severability

1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

20. Third Party Rights

1. A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
2. The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

21. Entire agreement

Subject to Section 13.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our platform.

22. Law and jurisdiction

1. These terms and conditions shall be governed by and construed in accordance with English law.
2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

23. Statutory and regulatory disclosures

Our VAT number is 285696148.

24. Our details

1. This platform is owned and operated by Flying Rectangle Ltd.
2. We are registered in England and Wales under registration number 13634098, and our registered office is at Greenwood House, Greenwood Court, Skyliner Way, Bury St Edmunds, IP32 7GY, United Kingdom.
3. You can contact us:
   1. by post, using the postal address given above;
   2. using our website contact form; or
   3. by email, using the email address published on our website from time to time.