CREATED DATE: Mar 10, 2024

LAST UPDATED: Mar 10, 2024

Terms of Use

These Terms of Use (the “Terms of Use” or “TOU”) apply to the use of https://swarmcommunity.org (the “Website”) and all related to Community, Education, and Event services (“CEE Services”) provided by SWARM and/or its applicable affiliates (hereinafter referred to as “SWARM”, “Company”, “we”, “our” or “us”), that link to these Terms of Use. For the avoidance of doubt, these Terms of Use also apply to any content, features, or computer applications offered from time to time by the Company in connection with the Website or that otherwise reference these Terms of Use (collectively, the “Services”).

Please read these Terms of Use carefully. Your access to and use of the Website is subject to these Terms of Use and your access to the CEE Services is subject to contract. These Terms of Use are a legal agreement between you and us. By accessing, browsing, or otherwise using the Website, you agree to be bound by these Terms of Use. 

IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE REFRAIN FROM USING THE WEBSITE.

The Website does not constitute or purport to constitute a source of advice nor does your use of the Website constitute or guarantee a job or employment relationship between you and us or otherwise. We reserve the right to withdraw or amend the content we provide on the Website without notice. From time to time, we may restrict access to some parts of the Website, or the entire Website.

THESE TERMS OF USE MAY CHANGE

We reserve the right to modify these Terms of Use in our sole discretion at any time and without prior notice to you. Any changes will become effective when we post the revised Terms of Use on our Website. Therefore, your use of this Website is subject to the current Terms of Use as of the date of your use of the Website. Please check these Terms of Use regularly to ensure you agree to them. If you object to any changes, you may discontinue use of our Website. The date on which these Terms of Use were last updated is shown in the “Last Updated” legend above.

PRIVACY POLICY

We respect your privacy and are committed to its protection. Our Privacy & Cookies Policy constitutes a part of these Terms of Use and explains how we collect, use, and disclose information about you. By accessing or using the Website, you are also agreeing to our Privacy & Cookies Policy.

USE OF THE WEBSITE

You acknowledge and voluntarily and expressly accept that your use of the Website is made under your sole and exclusive responsibility and at your sole risk.

You are responsible for making all arrangements necessary for you to have access to the Website. You also are responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use, and that they comply with them.

AGE RESTRICTIONS

The Website is intended for use by persons who are 18 years of age or older.

USER ACCOUNTS, SECURITY AND PASSWORDS

Some of the Services we offer are only available subject to contract and provided that you register through the creation of an account. When our CEE Services require you to register with us or otherwise provide user information, you may be required to complete the registration process by providing us with complete and accurate information. You grant us and our affiliates the right to use, store, monitor, retrieve and transmit your account and user information in connection with the operations of the Website and performance of our CEE Services. You can review our information collection and use policies with respect to the privacy of your information in our Privacy & Cookies Policy, which is incorporated in these Terms of Use by references for all purposes.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You are solely responsible for maintaining the confidentiality of your personal and account information as well as for any and all activities that occur under your account and to maintain the completeness and accuracy of your user information, and any loss caused by your failure to do so is your responsibility. You must notify us immediately of any suspected or actual unauthorized use of your account or user information, and any and all other security breaches.

We implement reasonable security measures to safeguard our Website. Nevertheless, you must be aware that existing security measures for computer systems on the internet are not entirely trustworthy and that, therefore, we cannot guarantee the non-existence of viruses or any other elements that may cause alterations to your computer systems (hardware and software) or to your data and files contained in your systems.

ELECTRONIC COMMUNICATIONS

We may use your information to send you electronic messaging (e.g. email, text messaging, etc.) or other wireless devices multimedia messaging services (“MMS”) or short message services (“SMS”) communications to perform our services or to inform you of news, events and other information relevant to us (“Mobile Services”). Messages and data rates may apply for any SMS, MMS, and other electronic communication. For example, you may be charged a fee by your wireless carrier to send and receive messages based on the terms of your wireless device service plan. We are not responsible for any wireless e-mail or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number or e-mail address. Check with your wireless device service provider if you have questions about your service plan.

To stop receiving text messages from SWARM, reply STOP to the applicable text message that you receive. Your phone number will then be removed as a recipient of such text messages. You acknowledge and agree to accept a final text message confirming your opt-out choice, if one is delivered by SWARM. Please allow up to thirty (30) days to process any opt-out request.

INTELLECTUAL PROPERTY RIGHTS

Ownership. All content you see or read on the Website (including, but not limited to, all information, software, text, images, photographs, illustrations, texts, video clips and other materials, and the arrangement thereof) is protected worldwide by copyright, design, trademark and other intellectual property laws. You must at all times respect all intellectual property rights in the Website and the content thereon, whether owned by us, any of our affiliates or a third party. You must not obtain or attempt to obtain any of the Website’s content by means or procedures other than those which have been made available to you by the Website and you must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website.

Intellectual Property. In no event will these Terms of Use or your use of the Website grant you any intellectual property rights in the Website or the content thereon other than those set out expressly herein. You are therefore expressly prohibited to carry out any reproduction, transformation, distribution or public communication of, or to make available, extract, reuse, resend or in any other way use, by any means or procedure, any parts of the Website or the content thereon, except as allowed by these Terms of Use, or when you are allowed to do so by applicable law, or when explicit authorization has been provided by the holder of the relevant rights.

Trade and Service Mark. The trademarks used in connection with our business and/or displayed on the Website are owned by us and are protected by U.S. federal trademark laws and various international laws. These trademarks may include, among others, our logos and designs, marks, and slogans. You may not use or register or otherwise claim rights in any Company trademark, including as or as part of any trademark, service mark, company name, trade name, username or domain registration. The contents of this Website, including the text, photographs, videos, and other audiovisual materials are also protected under U.S. copyright laws and various international laws and treaties. We are proud of our strong brands and the value of the goodwill we have built in our trademarks. As such, we actively enforce our intellectual property rights, and any unauthorized use of our intellectual property is strictly prohibited. Our trademarks and copyrights, and those of our affiliates may only be used with our express written permission and may be revoked at any time.

PERMITTED USES

These Terms of Use permit you to access, browse, and use the Website and its content only for your personal use. You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except:

  • As expressly authorized by us in writing;
  • To temporarily store files that are automatically cached by your web browser for display enhancement purposes;
  • To print or download one copy of a reasonable number of pages of the Website for your own personal use and not for further reproduction, publication, or distribution;
  • To submit to job postings and job applications and otherwise sign up for and receive our services as reasonably intended; and/or
  • To use any website or email link or other account access to navigate the Website and to interact with us and other users on our Website in accordance with these Terms of Use.

If you wish to make any use of the materials on the Website other than as set forth in this Section, please address your request to: Joaquin@ernestconsultingpractice.com.

YOUR CONTENT

Except for the personal or business information (which is subject to applicable laws) that we may require you to provide in connection with your intention to access our CEE Services, you acknowledge and agree that any communication, content or other material (“Your Content”) that you transmit to us through the website (i.e., through blogs, forums or other groups), are transmitted on a non-confidential basis. We do not request, nor do we wish to receive any confidential, secret or proprietary information from you through the Website, by email, or in any other format. By providing Your Content to us, you:

  • Represent and warrant that Your Content is original to you, that you own or otherwise control all rights in Your Content, or that you have the rights necessary to grant to use the license to Your Content, and that Your Content does not violate any rights, including the rights of privacy, of any party and does not otherwise violate the law; and
  • Grant to us and our affiliates a world-wide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable right and license, to copy, reproduce, edit, modify, distribute, transmit, translate, display, perform, publish, sell, adapt, create derivative works from, and otherwise use Your Content, for any purpose that we may choose, in our sole discretion, and through any means or media, whether now existing or subsequently developed, and without any compensation to you or any third party (it being understood that the foregoing shall include the right to exploit any and all intellectual property or proprietary rights in Your Content including, without limitation, rights protected under applicable copyright, trademark, trade secret, patent and other laws throughout the world). IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS PARAGRAPH, DO NOT SHARE, SUBMIT OR POST YOUR CONTENT ON OR THROUGH OUR WEBSITE.

RESTRICTIONS ON USE

While accessing our Website, you warrant and agree that you will not:

  • Use it in any way that violates any federal, state, local, or international law or regulation.
  • Make unsolicited offers or proposals to other users.
  • Engage in harassing or discriminatory behavior or defame or defraud other users.
  • Impersonate or attempt to impersonate the Company, a Company employee, or any other person or entity affiliated with the Company, such as by using e-mail addresses from our Website.
  • Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or that, as determined by us, may harm the Company or our users, or expose them to liability.
  • Disrupt, interfere with, disable, impair, overburden, violate the security of, or attempt to gain unauthorized access to, the Website, its services, the server on which the Website is stored, or any server, computing device, or computer network connected to the Website.
  • Upload, transmit, distribute, or run any computer virus, worm, trojan horse, malware, spyware, time bomb, logic bomb, or any computer code that could damage or alter a computing device, computer network, communication network, data, the Services, or any other system, device, or property.
  • Access, use, or modify any data, information, or other materials not intentionally made available or accessible to you by the Company.
  • License, sublicense, assign, convey, or transfer any rights granted hereunder.
  • Perform any acts that may damage our image, interests or rights or those of any of our affiliated entities (“The AI Digest Podcast”) or (“JOAQUIN MELARA LLC”).
  • Access or use the Website for any purpose other than as expressly permitted under these Terms of Use.
  • Encourage or enable any other individual to do any of the foregoing.

CONSEQUENCES OF IMPERMISSIBLE USE

We reserve the right to terminate your account or to refuse CEE Services to you, without prior notice to you, at any time and for any or no reason. Without limiting the above, we will, in appropriate circumstances, permanently terminate your account and remove information from the Website. You have the right to cancel your account at any time.

LINKS AND LINKING

Links to Other Websites. Links to other websites operated by third parties not affiliated to us may be indicated on the Website. The inclusion of any link to such third party sites does not imply endorsement by us of those sites, and we do not accept any responsibility for any third party website linked to or from this Website. We have not reviewed all of the sites linked to the Website and we are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website. Following any link to any other off-site page or third party site is at your own, sole risk. These Terms of Use do not address the policies or practices of any third-party sites, and you should review the terms of use and privacy policies governing such sites before using them, as you are solely responsible for complying with such terms and conditions.

Linking to Our Website. Any linking to the Website from a third party website requires our prior written authorization. You may not frame the content of our Website or use metatags or any other “hidden text” that incorporates our trademarks or our name without our express written consent.

COPYRIGHT POLICY; DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) TAKE-DOWN PROCEDURES

Compliance with the DMCA. If you believe that any materials on our Website violate your copyright, please follow the instructions below to send us a notice of copyright infringement. The Company may remove or disable access to material on our Website that is claimed to be infringing, in which case we will make a good-faith attempt to contact the person who submitted the affected material so that they may make a counter notification, also in accordance with the DMCA.

Filing a Notice of Infringing Material Under the DMCA. If you believe that materials accessible on or from this Website infringe your copyright, you may request removal of those materials by submitting written notification to our copyright agent as designated below. As set forth by Section 512(c)(3) of the DMCA, your notice must include the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please be aware that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims.

Our designated address to receive DMCA Notices is: JOAQUIN MELARA, LLC, Attn: Joaquin Melara; 500 PATERSON PLANK RD #1046, UNION CITY, NJ 07087, United States of America

DISCLAIMER OF WARRANTIES

Site Materials Disclaimer. We are not under any duty to check the accuracy of the Website or the content thereon, and we do not guarantee the usefulness, preciseness, completeness, accuracy, or relevance of the Website or the content thereon and/or that such content is up to date. To the extent permitted by applicable law, we also do not warrant or represent that the Website and/or the content thereon is error-free or reliable or that use of the Website and/or the Website’s content will not infringe rights of third parties. To the extent permitted by applicable law, we do not warrant or represent that the functional aspects of the Website and/or the content will be error free or that the servers that make it available are free of viruses or other harmful components. Use of the Website and the content is at your risk, and is provided “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. To the extent permitted by applicable law, we will not be liable for any loss arising out of or in connection with the use of the Website or the content thereon, whether direct or indirect, incidental, consequential or otherwise. We expressly disclaim any and all liability for loss of use, interruption of business, lost profits or lost data, regardless of the form of action. We expressly exclude any and all liability for errors or omissions with respect to the Website and the Website’s content, save to the extent that such liability arises from our fraud or fraudulent misrepresentation or from any death or personal injury that arises due to our willful misconduct.

Site Services Disclaimer. The inclusion of content on the Website does not in any way constitute that we agree to provide you staffing services or any other kind of services. We expressly exclude any and all kind of liability for decisions made by you based on the Website or the Website’s content.

Site Availability Disclaimer. We are not under any duty to make the Website available, and we will not be liable if for any reason the Website is unavailable, totally or partially, at any time or for any period.

Site Security Disclaimer. You acknowledge that the Website is connected to the Internet and that your use shall be wholly at your own risk. While we aim to keep your information secure, we do not represent or guarantee that the Website will be free from loss, disruptions, corruption, cyber-attack, viruses, interference, hacking, malware, or other security intrusion or adverse incident. To the extent permitted by applicable law, we will not be liable for any loss arising out of or in connection with the use of the Website or the content thereon, whether direct or indirect, incidental, consequential or otherwise. We expressly disclaim any and all liability for loss of use, interruption of business, lost profits or lost data, regardless of the form of action.

LIMITATION OF LIABILITY

Released Parties Defined. “Released Parties” include SWARM and its affiliates (including its parent and subsidiary companies), officers, employees, agents, service providers, partners, and licensors.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SWARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE WEBSITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Released Parties from and against any and all claims, actions and damages (including reasonable attorney’s fees and costs) that are related or result from your violation of these Terms of Use and use of the Website or Services.

You agree to cooperate as fully as reasonably required in the defense of any such claim or action. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

DISPUTE RESOLUTION; ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from, or regarding your use of the Website, or these Terms, (a “Dispute” ), you agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in the Jurisdiction- Specific Dispute Resolution, Arbitration, and Governing Law Provisions Section). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to SWARMt. For any request to amend your contact information please either Contact us by email at Joaquin@ernestconsultingpractice.com, or by regular mail to JOAQUIN MELARA, LLC, Attn: Joaquin Melara; 500 PATERSON PLANK RD #1046, UNION CITY, NJ 07087, United States of America.

PLEASE NOTE: FOR MORE INFORMATION ABOUT DISPUTE RESOLUTION TERMS, PLEASE REVIEW THE JURISDICTION-SPECIFIC SECTION APPLICABLE TO YOU BELOW. IF YOU ARE A USER IN THE U.S. OR CANADA, IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE U.S. AND CANADA JURISDICTION-SPECIFIC SECTIONS FOR MORE DETAILS).

JURISDICTION-SPECIFIC DISPUTE RESOLUTION, ARBITRATION, AND GOVERNING LAW PROVISIONS

To the extent that there are any discrepancies or inconsistencies between the Terms and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control for users in those jurisdictions.
Residents of the United States (Except California)

Dispute Resolution – Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SWARM CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SWARM TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND SWARM MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate ( “Arbitration Agreement” ) is governed by the Federal Arbitration Act ( “FAA” ) and survives the termination of this Agreement and your relationship with SWARM.

To the fullest extent permitted by applicable law, you and SWARM agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims” ) relating to, arising from or regarding your use of the SWARM Services, your relationship with SWARM, or this Agreement (including previous versions), including Claims against SWARM’s affiliates (including its parent and subsidiary companies).

To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by SWARM; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by SWARM and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.

If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and SWARM agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND SWARM ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and SWARM agree that any arbitration will be limited to the Claim between SWARM (and/or, if applicable, its affiliates (including its parent and subsidiary companies) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SWARM ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING ( “Class Action Waiver” ). Further, unless both you and SWARM otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(c) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association ( “AAA” ) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ( “AAA Consumer Rules”), both of which are available at the AAA website www.adr.org, or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and SWARM agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:

(i) If SWARM initiates arbitration under this Arbitration Agreement, SWARM will pay all AAA filing and arbitration fees.

(ii) If a you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, SWARM will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(iii) If you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, SWARM shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the SWARM Service was used, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.

(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.

Unless you and SWARM agree otherwise, any arbitration hearings will take place in the county in which you used the SWARM Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.

(d) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:

  • Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
    Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
  • Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;and
  • Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(e) Severability
In addition to the severability provisions in subsection (b), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

Governing Law
Except as expressly provided otherwise, these Terms and your use of the SWARM Service will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles.

Residents of California

1. Dispute Resolution – Arbitration Agreement
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SWARM CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SWARM TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND SWARM MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate ( “Arbitration Agreement” ) is governed by the Federal Arbitration Act ( “FAA” ) and survives the termination of this Agreement and your relationship with SWARM.

To the fullest extent permitted by applicable law, you and SWARM agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims” ) relating to, arising from or regarding your use of the SWARM Services, your relationship with SWARM, or these Terms of Use (including previous versions), including Claims against SWARM’s affiliates (including its parent and subsidiary companies).

To the fullest extent permitted by applicable law, this includes, but is not limited to, Claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by SWARM; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by SWARM and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.

If there is a dispute about the arbitrability of any Claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and SWARM agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND SWARM ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and SWARM agree that any arbitration will be limited to the Claim between SWARM (and/or, if applicable, its affiliates (including its parent and subsidiary companies) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SWARM ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING ( “Class Action Waiver” ). Further, unless both you and SWARM otherwise agree, the arbitrator may not consolidate more than one person’s Claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(c) Representative PAGA Waiver
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and SWARM agree not to bring a representative action on behalf of others under the California Private Attorneys General Act ( “PAGA” ), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and SWARM agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver” ).

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a Claim must be filed with the American Arbitration Association ( “AAA” ) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ( “AAA Consumer Rules”), both of which are available at the AAA website www.adr.org, or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and SWARM agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:

(i) If SWARM initiates arbitration under this Arbitration Agreement, SWARM will pay all AAA filing and arbitration fees.

(ii) If a you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, SWARM will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(iii) If you file a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, SWARM shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the SWARM Service was used, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.

(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.

Unless you and SWARM agree otherwise, any arbitration hearings will take place in the county in which you used the SWARM Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.

(e) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:

  • Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
  • Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
  • Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
  • Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 19(d) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and
  • Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(f) Severability
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

2. Governing Law
Except as expressly provided otherwise, these Terms of Use and your use of the SWARM Service will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret these Terms of Use and is not intended to create any substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

Residents of Canada

1. Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SWARM CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND SWARM TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

(a) Agreement to Binding Arbitration
Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms of Use, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms of Use (a “Dispute” ), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules, a current copy of which are available here (the “ ADR Rules ”). In accepting these Terms of Use, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. Under the ADR Rules, there is a fee associated with filing for arbitration in respect of a Dispute; applicable filing fees will be as set out in the ADR Rules. By way of example, as of August 2020, the filing fee under the ADR Rules is $350 + taxes (for Disputes involving between $0-$10,000); and $600 + taxes (for Disputes involving between $10,000-$75,000).

If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, you shall not commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.

The seat of the arbitration shall be the same as the province in which you used the SWARM Service and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts. The arbitration be conducted in English, except in Quebec, where the arbitration shall be conducted in either English or French at your election.
A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

Notwithstanding anything to the contrary in this Section, nothing in this Section prevents you from making a report to or filing a claim, application or charge with the applicable governmental or administrative agency or tribunal, including, as applicable, the applicable Ministry of Labour, human rights commission or tribunal, and labour relations board, (cumulatively, “administrative agencies”) if the terms of applicable legislation entitles you to do so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt, administrative agencies do not include provincial or federal courts.

2. Governing Law
Except as expressly provided otherwise, these Terms of Use and your use of the Website will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret these Terms of Use and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.

Residents of the United Kingdom

1. Governing Law
These Terms of Use and your use of the SWARM Services shall be governed by English law, and any dispute regarding this Agreement or the use of the SWARM Services will only be dealt with by the English courts. Nothing shall prevent SWARM from bringing proceedings to protect our intellectual property rights before any competent court.

Residents of France

1. Governing Law and Jurisdiction
These Terms of Use and your use of the SWARM Service shall be governed by French law. If you have a Dispute that is not resolved pursuant to the provisions of Section XV, you may use any alternative dispute resolution method, such as mediation (by applying for a mediator via https://economie.gouv.fr/mediation-conso/ and/or by accessing the European online dispute resolution at the following address: https://ec.europa.eu/consumers/odr/ , for assistance in reaching an amicable resolution independently and impartially. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the SWARM Service before a competent French court.

Residents of Singapore

1. Governing Law
These Terms of Use and your use of the SWARM Service shall be governed in accordance with the laws of Singapore, and any dispute regarding this Agreement or the use of the SWARM Service will only be dealt with by the courts of Singapore. Nothing shall prevent SWARM from bringing proceedings to protect our intellectual property rights before any competent court.

Residents of Australia

1. Governing Law
These Terms of Use and your use of the SWARM Services shall be governed in accordance with the laws of New South Wales, Australia, and any dispute regarding this Agreement or the use of the SWARM Services will only be dealt with by the courts of New South Wales, Australia. The parties waive any objections to proceedings in such courts on the ground of venue or inconvenient forum.

MISCELLANEOUS

Entire Agreement. These Terms of Use, which incorporate our Privacy & Cookies Policy, constitute the entire agreement between you and the Company with respect to the Website. These Terms of Use supersede all prior or contemporaneous communications and proposals regarding the Website, including prior versions of these Terms of Use.
No Waiver. The Company’s failure to enforce, or our delay in enforcing, any provision of these Terms of Use will not constitute a waiver of such right. Any waiver must be in writing and signed by both parties in order to be legally binding.

Severability. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the terms shall remain in full force and effect, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. Headings in these Terms of Use are for reference only and do not define, limit, construe, or describe the scope or extent of such section. Capitalized words shall have the meaning provided in these Terms of Use, Privacy & Cookies Policy or other policies applicable to the CEE Services and the Website.

Assignment. You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent, and any assignment or transfer in violation of this provision shall be null and void.

Third-Party Beneficiaries. These Terms of Use are for the benefit of you and the Company only, and only you and the Company may enforce it. You and the Company do not intend for these Terms of Use to confer any right or benefit on any third party.

CONTACT INFORMATION

Joaquin Ernest Melara

500 PATERSON PLANK RD #1046

UNION CITY, NJ 07087
Joaquin@ernestconsultingpractice.com