SWIRL CORP.

Definitions

The following definitions shall have the same meaning, regardless of whether they appear in singular or in plural.

For all purposes of these Terms of Service:

• "Application" or "Service" means the software program provided by the Company, downloaded by You on any electronic device, including without limitation the Swirl Metasearch Connector
• "Application Store" means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
• "Affiliate" means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• "Account" means a unique account created for You to access our Service or parts of our Service.
• "Country" refers to the United States of America and all individual States thereof, including without limitation the State of Massachusetts.
• "Company" (referred to as either "the Company", "We", "Us" or "Our" in this Terms of Service) refers to Swirl Inc., with a business address of 235 Bear Hill Rd, Suite 201, Waltham, MA 02451 USA.
• "Device" means any device that can access the Service, such as a computer, a cellphone or a digital tablet.
• "Feedback" means feedback, innovations or suggestions sent by You to Us regarding the attributes, performance or features of Our Service.
• "Free Trial" refers to a limited period of time wherein the Service will or may be provided free of charge, when accessing and purchasing a Subscription.
• "Subscription" refers to the access to the Application/Service, offered on a subscription basis, by the Company to You.
• "Terms of Service" and/or "Terms" means these Terms of Service that form the entire agreement between You and the Company, regarding the use of the Service.
• "Third-party Social Media Service" means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service and within the Application.
• "You" means the individual accessing or using the Service, or the company or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgments

These Terms govern the use of the Service, and constitute an agreement between You and the Company. These Terms set out the rights and obligations of all users regarding the use of the Service.

Your access to, and use of, the Service is conditioned upon Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service, regardless of the means or manner of such access.

By accessing or using the Service, You agree to be bound by these Terms. If You disagree with any part of these Terms, or refuse to accept these Terms, You will be prohibited from accessing the Service.

You represent and warrant that you are over the age of 18. The Company does not permit any persons under the age of 18 to use the Service.

Your access to, and use of, the Service is also conditioned upon Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information, including without limitation when You use the Application or access the Website, and sets forth Your privacy rights and how the law protects You. You hereby represent and warrant that you have read Our Privacy Policy fully and carefully, before using Our Service.

Subscriptions

Subscription Period. The Service, including certain portions of the Service, are available only with a paid Subscription. You will be billed in advance, on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription. At the end of each period, as applicable, Your Subscription will automatically renew under the exact same terms and conditions, unless You cancel it or the Company cancels it.

Subscription Cancellation. You may cancel Your Subscription either (a) through Your Account settings page or (b) by contacting the Company. The Company does not provide refunds for any fees You already paid for Your current Subscription period, and even if you process a cancellation, You will be able to access the Service until the end of Your current Subscription period.

Billing. You agree to provide the Company with accurate and complete billing information, including Your full name, address, state, zip code, telephone number, and a valid payment method information. Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, on or prior to a certain deadline date, with tender of the full payment due which corresponds to the billing period indicated on the invoice.

Fee Changes. The Company, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Subscription period. The Company will provide You with reasonable prior written notice of any change in the Subscription fees, in order to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Service after any Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount, without any further action by You or Us.

Refunds. Except when required by law, paid Subscription fees are non-refundable. Certain refund requests for Subscriptions may be considered by the Company on a case-by-case basis and may be (but shall not be required to be) granted at the sole and exclusive discretion of the Company.

Free Trial. The Company may, in its sole discretion, offer a Subscription with a Free Trial, for a limited period of time. You may be required to enter Your billing information, in order to sign up for the Free Trial.

If You are required to enter Your billing information when signing up for a Free Trial, You will not be charged by the Company until the Free Trial has expired. On the last day of the Free Trial period, unless You have previously cancelled Your Subscription, You will be automatically charged the applicable Subscription fees, in advance, for the type of Subscription You have selected. At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

User Accounts. When You create or maintain an Account with Us, You must provide Us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of Your Account on Our Service. You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service. You agree not to disclose Your password to any third party. You further agree to notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene (as determined in the sole and absolute discretion of Company).

Intellectual Property

The Service and its original content (excluding content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors, as applicable. The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries. Our trademarks and trade dress may not be used by You or any others, including without limitation in connection with any product or service, without the prior written consent of the Company – which may be granted or withheld, for any reason or no reason, in the sole and exclusive discretion of the Company.

Feedback

You assign to Us all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback, in the Company's discretion, without restriction, and without any compensation or remuneration.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms. Upon any such termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service and cancel your Subscription.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire actual or prospective liability of the Company and/or any of its suppliers to You under any provision of these Terms, and Your sole and exclusive remedy for each and all of the foregoing, shall be limited to the amount actually paid by You for the Subscription to the Service during the most recent twelve (12) months. To the maximum extent permitted by applicable law, in no event shall the Company and/or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply, but in these states each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE", with all faults and defects, and without warranties of any kind, all of which warranties is and are expressly disclaimed in the strongest possible terms. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Without limiting the foregoing, neither the Company nor any of the company's providers makes any representation or warranty of any kind, whether express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You, but in any such case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law; Dispute Resolution

These Terms, the parties relationship regarding any Account and Subscription, and the Company's provision of and Your use of the Services, shall be governed by the internal laws of the State of Massachusetts, without reference or regard to conflicts of law rules and principles. In addition, Your use of the Application may also be subject to other local, state, national, or international laws. Venue for any action or proceeding to enforce the terms and conditions set forth in these Terms shall be in the federal or state courts located in and for the County of Middlesex, Massachusetts, and You hereby acknowledge and agree to this venue and to the jurisdiction of said courts and You waive any rights to contest same, including without limitation by allegations of inconvenient forum. In the event of any dispute between You and the Company, or if You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally, by contacting the Company. The Company shall have the right, in its discretion, to seek equitable relief, including without limitation on an ex parte basis, and including by seeking a temporary restraining order, preliminary injunction or permanent injunction - in each case without the requirement to post a bond or other security.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision, to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter; nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You acknowledge and agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

You acknowledge and agree that We reserve the right, in Our sole and absolute discretion, to modify or replace these Terms, at any time. If a revision to these Terms is material, We will make reasonable efforts to provide at least thirty (30) days written notice prior to any new terms taking effect. What constitutes a material change to these Terms will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new/revised terms, in whole or in part, you may stop using the Website and the Service, and may terminate your Subscription.