Terms of Service

1. Services

The Services allow Swingvy Customers to manage the payroll and/or the HRIS of their employees in accordance with the terms of the Agreements. In this context, Swingvy provides accounts (hereinafter "Accounts") for its Customers (hereinafter "Admin User Accounts") and its Customers employees (hereinafter "Employees User Accounts") on the basis of the Agreement and on behalf of its Customers only.

The Admin User Accounts allow employees in charge of the HRIS management to manage the payroll and/or the HRIS of the company through a specific account which contains details about all the employees of the Customer company. The Customer may offer, under their sole responsibility, dedicated access to an Admin User Account to third parties who are exclusively contracting partners of the Customer and who are authorized to consult/use its content (external accountant for example).

Besides, before entering into an Agreement, a potential customer can benefit from a demo account (hereinafter a "Free-trial Account") for a limited period. As soon as the trial period ends, the potential customer must enter into an Agreement in order to continue to use the Services.The User acknowledges that the Services may be amended at any time at Swingvy's sole discretion.

2. Use of Services

Subject to this Agreement, as applicable, Swingvy allows Users to access and use the Platform and/or Services on a non-exclusive basis solely for internal business purposes. Swingvy may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.

3. Service Fees and Payments

User agrees to pay the fees for the services plans (“Service Plan(s)") in accordance with the applicable fee schedules listed at https://www.swingvy.com/pricing, and User authorizes Swingvy to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar month or year in which User is enrolled in any Services, and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Except for certain fees for particular add-on services that User has opted into, fees for the Services will be billed to User and debited from User’s Bank Account on a monthly or yearly calendar basis, in arrears. 

Notwithstanding the foregoing, Swingvy may invoice User for any applicable, outstanding fees, and User shall pay such invoice within thirty (30) days of receipt thereof via money transfer, check, or any other payment method Swingvy may deem acceptable in its sole discretion. Swingvy may charge additional fees for exception processing, setup, and other special services (including optional add-on services).

Service Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”).

The Customer’s payment obligations under the Service Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and Customer will not receive a partial refund if they stop using the Services and terminate the Service Plan before the end of a billing cycle. All fees paid by Customer to Swingvy are non-refundable.

Swingvy reserves the right to change Service Plan fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes.

Swingvy may provide billing credits (“Credit(s)”): (i) for removing user accounts within the contract period (Annual Subscription only) or (ii) for any special situation. Credits cannot be used for past pending invoices and need to be used within the current billing cycle. Any remaining Credits will expire at the end of the billing cycle and will be reset upon renewal.

4. Switching Service Plans

Swingvy currently offers several Service Plans with varying features and fee schedules, as well as add-on services that User can choose to opt into for additional fees unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://www.swingvy.com/pricing. User may request to change User’s Service Plan via the Platform.

If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.

If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month or year following the calendar month or year in which User elected to downgrade (the “Downgrade Election Month/Year/Year”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month/Year/Year. After the Downgrade Election Month/Year, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan.

The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month/Year, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month or year following the Downgrade Election Month/Year and for each calendar month or year thereafter for so long as User is subscribed to the New Downgrade Plan.

5. Eligibility

We make the Platform and the Services available to Users 18 years of age or older. If you are aged between 16 and 17, you confirm that you have the permission and consent of a parent or legal guardian prior to utilizing the Platform and the Services. In cases where you are under 16, or if such usage is prohibited by law, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Swingvy may refuse to open an Account for any individual or entity at its sole discretion.

6. Privacy Policy

Please refer to Swingvy’s Privacy Policy for information on how Swingvy collects, uses, and discloses information from Users. User acknowledges and understands that Swingvy may collect, use, and disclose User’s information pursuant to Swingvy’s Privacy Policy, as it may be updated from time to time.

7. User Is Responsible for Certain Information and Obligations Relating to the Services & Changes to our privacy policy

User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.

User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that Swingvy reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs Swingvy to take on its behalf.

In addition, User is solely responsible for (i) following instructions that Swingvy provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services utilized by User.

User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify Swingvy. Swingvy reserves the right to prevent access to the Services if Swingvy has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.

User is responsible for timely providing Swingvy with the information required for Swingvy to perform the Services. User may furnish such information directly to Swingvy or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to Swingvy that for any information that User shares with Swingvy, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of the information provided to Swingvy, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Swingvy, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to Swingvy.

In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by Swingvy (or otherwise made available to User by Swingvy) for User’s review, and User or its Account Administrators or Authorized Representatives must notify Swingvy of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from Swingvy.

8. User Verification

User gives Swingvy permission to obtain, verify, and record information that identifies the individual who creates an Account is the intended user of an Account or accesses the Services. Swingvy may ask for User’s name, address, date of birth, NRIC number, and other information that will allow Swingvy to identify User. Swingvy may also ask to see User’s driver’s license or other identifying documents. Swingvy may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, Swingvy is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.

9. Generative AI

Swingvy Generative AI Terms (“GenAI Terms”) govern the Customer's use of generative artificial intelligence (“GenAI”) features and tools Swingvy may make available to Users. 

10. Term, Termination and Suspension

The term of the Services will begin on the date of purchase of the Service Plan (the “Effective Date”) and end on (i) one (1) month, (ii) one (1) year or (iii) the end of the duration of the underlying the relevant contract or quotation (the “Initial Term”), unless terminated earlier as provided herein.

After the Initial Term, the Service Plan will automatically renew in additional one (1) month or one (1) year increments (each a “Renewal Term” and collectively, the Initial Term and the Renewal Term are referenced as the “Term”) unless terminated in a written notice to Swingvy prior to the expiration of the Initial Term or any Renewal Term (or such length as otherwise required by applicable law).

The Service Plan will terminate immediately upon the earlier of: (i) the expiration of the Term of the Service Plan or underlying the relevant contract or quotation; (ii) the Customer’s non-payment or failure to make payment when due for any reason; or (iii) the date that the Customer cancels, downgrades, or terminates the underlying the relevant contract or quotation or Service Plan as provided herein. A Service Plan may be terminated as follows:By Swingvy: Swingvy may at any time immediately terminate the Customer’s Service Plan in its entirety or terminate its applicability for non-payment, fraud, or misrepresentation without prior written notice to Customer. In addition, Swingvy may terminate the Services and this Agreement by giving User at least thirty (30) days prior written notice.
By the Customer: The Customer may terminate a Service Plan at the end of any Term by providing Swingvy with written notice prior to the expiration of the current Term through the Swingvy Platform or at support@swingvy.com.

In addition to Swingvy’s foregoing termination right, Swingvy may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service in each case with or without notice to User, in the event that: (i) Swingvy has any reason to suspect or believe that User may be in violation of this Agreement; (ii) Swingvy determines that User’s actions are likely to cause legal liability for or material negative impact to Swingvy; (iii) Swingvy believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; or (iv) Swingvy has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within thirty (30) days of Swingvy providing User with notice of the non-payment.

The termination of any of the Services or this Agreement will not affect User’s or Swingvy’s rights with respect to transactions which occurred before termination. Swingvy will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Swingvy’s termination of this Agreement.

Upon termination of any of the Service(s) and/or termination of this Agreement, User’s right to access and use such terminated Services(s) will automatically terminate; provided, however, that Swingvy will generally continue to provide User with the ability to access User’s Account in a limited capacity with respect to such terminated Service(s) to view and download information that was available in User’s Account at the time of termination of such Service(s) (the “Limited Access Rights”). While User has Limited Access Rights, User must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for User’s Account, and any information accessible via User’s Account. Swingvy may deny the Limited Access Rights to User, or Swingvy may revoke the Limited Access Rights at any time, in its sole discretion.

11. E-Signatures

12. Proprietary Rights

13. Swingvy’s Rights to Monitor User Content and Conduct

Although Swingvy is not obligated to monitor access to or use of User Content or to review or edit any User Content, Swingvy has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Swingvy reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if Swingvy, at Swingvy’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.

Swingvy has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that Swingvy believes could affect the Platform, Services, or Content, including violations of this Agreement. Swingvy may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.

14. The Platform Can Cause Irrevocable Damage to User Content

The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT SWINGVY IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.

15. Consent to Receive SMS/MMS Messages About User’s Account

By providing User’s mobile phone number to Swingvy, User agrees that Swingvy may send User autodialed Short Message Service (“SMS”) or Multimedia Messaging Service (“MMS”) messages about activity in User’s Account and service updates, as well as SMS or MMS messages soliciting User’s feedback about the Services and User’s experience interacting with Swingvy’s Customer Care team. Standard message and data rates may apply. Note that Swingvy will not send User auto dialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS and MMS messages, User should contact support@swingvy.com.

16. General Prohibitions

User agrees not to take any of the following actions:

• Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) User lacks the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
• Use the Services other than as authorized in this Agreement;
• Resell, sublicense, timeshare, or otherwise share the Services with any third party;
• Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Swingvy Content or any individual element within the Site, Platform, or Services, including Swingvy’s name and any Swingvy trademark, logo, or other proprietary information, in each case, without Swingvy’s express prior written consent;
• Access, tamper with, or use non-public areas of the Platform, Services, Swingvy’s computer systems, or the technical delivery systems of Swingvy’s providers;
• Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
• Take any action that imposes or may impose (as determined by Swingvy in Swingvy’s sole discretion) an unreasonable or disproportionately large load on Swingvy’s (or Partners’) infrastructure;
• Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
• Harvest or scrape any Content from the Platform or Services;
• Attempt to probe, scan, or test the vulnerability of any Swingvy system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Swingvy or any of Swingvy’s providers or any other third party (including another User) to protect the Platform, Services, or Content;
• Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Swingvy or other generally available third-party web browsers;
• Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
• Use any meta tags or other hidden text or metadata utilizing a Swingvy trademark, logo, URL, or product name without Swingvy’s express written consent;
• Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than User’s internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Agreement;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
• Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;
• Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than User’s own User Content;
• Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;
• Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission;
• Impersonate or misrepresent User’s affiliation with any person or entity;
• Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities; or
• Encourage, assist, or enable any other individual to do any of the foregoing.

17. Swingvy Makes No Representations Regarding Platform Availability

Swingvy makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.

18. Warranty Disclaimers

User’s use of the Platform, Services, and Content is entirely at User’s own risk. Swingvy is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Swingvy via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional who is trained or licensed in the relevant area if User needs such assistance. Notwithstanding the foregoing, Swingvy’s licensed health insurance brokers may provide professional advice regarding health insurance to Users that subscribe to Swingvy’s health insurance brokerage services. In addition, certain Partners have licensed professionals who may provide professional advice.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND SWINGVY CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY SWINGVY. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWINGVY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, SWINGVY MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR SWINGVY CONTENT IN OR LINKED TO THE SERVICES. SWINGVY CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. SWINGVY DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR SWINGVY CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, SWINGVY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE STATE LAWS OR THE LAWS OF ANY OTHER JURISDICTION.

If any error results, whether directly or indirectly, from Swingvy’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that Swingvy reasonably believes to be User, an employee or an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then Swingvy will attempt to correct the Resulting Error, but Swingvy makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.

Swingvy does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and Swingvy will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.

Swingvy works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.

19. Indemnity

User will indemnify and hold harmless Swingvy and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) Swingvy’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) actions or activities that Swingvy or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Swingvy or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (ix) Swingvy’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Swingvy’s instructions with respect to the Services.

20. Limitation of Liability

Swingvy is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, Swingvy with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow Swingvy’s instructions with respect to the Services.

NEITHER SWINGVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR SWINGVY CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SWINGVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL SWINGVY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO SWINGVY FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SWINGVY AND USER.

21. Duty to Mitigate

If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against Swingvy or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.

22. Changes to the Agreement, Platform, or Service

Swingvy may modify the Agreement at any time, in Swingvy’s sole discretion. If Swingvy does so, Swingvy shall let User know either by posting the modified Agreement on the Platform or Site or through other communications. It is important that User reviews the Agreement whenever Swingvy modifies it because if User continues to use the Platform or Services after Swingvy has notified User of the modification and the modified Agreement has been posted on the Platform or Site, User is indicating to Swingvy that User agrees to be bound by the modified Agreement. If User does not agree to be bound by the modified Agreement, then User may not continue to use the Platform or Services. Because the Platform and Services are evolving over time, Swingvy may change or discontinue all or any part of the Platform, Services, or Swingvy Content at any time and without notice, at Swingvy’s sole discretion.

23. Force Majeure

Swingvy is not responsible or liable for any delays or failures in performance from any cause beyond Swingvy’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.

Without limiting the generality of the foregoing, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Platform and the Services. Likewise, Swingvy cannot guarantee that any User Content hosted on a third-party server will remain secure.

24. Governing Law

This Agreement shall be interpreted and construed in accordance with the laws of Singapore without regard to the conflicts of laws principles thereof.

25. Arbitration

Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, if either User or Swingvy has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Swingvy, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the SIAC (the “SIAC Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the SIAC, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the SIAC Rules. Arbitration hearings will be held in Singapore or any other location that is mutually agreed upon by User and Swingvy. A single arbitrator will be mutually selected by Swingvy and User and shall be (i) a practicing attorney licensed to practice law in Singapore; and (ii) selected from the arbitrators on the SIAC’s roster of commercial dispute arbitrators who have a background in payroll, insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the SIAC’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Swingvy and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the SIAC shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Swingvy. A judgment on the award may be entered and enforced in any court of competent jurisdiction.

USER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND SWINGVY ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

26. Electronic Transmission

This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means, and each party forever waives any related defence.

27. Contact Information