Terms of Use

SweepLift, Inc.

Date posted: 07.28.2021

These Terms of Use (herein after the “Terms of Use” or “Agreement”) apply to the services offered by SweepLift, Inc. (“SweepLift”, “we” or “our”) in connection with the services and website www.sweeplift.com (collectively the “Site” or “Services”). Any individual who visits, views, accesses or uses any version of the Site, including directly or through other automated means, (“you” or “User”) is bound by these Terms of Use. By using the Services, you represent and warrant that you are at least eighteen (18) years of age and you hereby agree to be bound by all of the following provisions of these Terms of Use, which form a legally binding contract between you and SweepLift. If you do not agree to these Terms of Use, you are prohibited from accessing the Services and must immediately discontinue such access. By using our Services, you acknowledge that you have read, understood, and accept this agreement.

Services

SweepLift provides a software platform that creates white labeled web applications with an underlying integrated testing framework designed to run creative experiments with digital media assets in the form of a promotion.

Changes to this Agreement

As our Services grow, these Terms of Use will change with it. If we do change, we will notify you by sending an email, or by posting a prominent notice on our Site. We will also update the date posted at the top of the page. Any minor, non-material changes or clarifications go into effect immediately. Any material changes go into effect 30 days after we provide notice.

User Registration

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. SweepLift reserves the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene or otherwise objectionable.

Payment

SweepLift sends invoices on the first (1st) of each month for Services rendered in the prior month. All fees outlined in a given invoice shall be due and payable by the fifteenth (15th) of the same month, except for any amounts that you dispute in good faith. Any amounts not disputed within five (5) business days of receipt of a given invoice shall be deemed accepted by you. If you fail to pay an existing undisputed invoice within thirty (30) calendar days of receipt thereof, we shall have the right, at our sole discretion, to either terminate this Agreement or suspend rendering Services. Any invoices not paid within thirty (30) calendar days of the due date shall incur a late fee of ten percent (10%) per annum. SweepLift accepts payments via wire transfer, ACH, or check.

Member Account, Password, and Security

To register for the Services, you must complete the registration process by providing SweepLift with current, complete, and accurate information as prompted by the registration form, including your email address, username and password. You will protect your passwords and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your account. You will notify SweepLift immediately upon learning of any unauthorized use of your account or any other breach of security. SweepLift’s support staff may, from time to time, log in to the Services under your password in order to maintain or improve service, including providing you with assistance.

Social Media

SweepLift may provide you the option to connect your SweepLift account to an account on a social networking website, including but not limited to, Facebook or Instagram, for purposes including logging in, uploading information or enabling certain features on the Site. When enabling this feature, we will disclose to you the information we collect from the social networking website and will only use such information in compliance with our Privacy Policy. By connecting your SweepLift account to your account on any social networking website, you hereby consent to the continuous release of information about you to SweepLift. We will not send any of your SweepLift account information to the connected social networking website without first disclosing that to you.

Each social network website may further allow you to set privacy controls around your information on their system, and SweepLift’s collection of information will always follow such controls and permissions. This feature is subject to continuous change and improvement by us and each social networking website involved, and therefore the available features and shared information are subject to change in accordance with the terms of this Agreement, and the terms of use of the relevant social networking website.

Contribution License

You may be offered the opportunity to contribute content or feedback to the Site. You grant to SweepLift, and you represent and warrant that you have the right to grant, to SweepLift an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through and media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide to SweepLift.

You waive all moral rights in your contributions, and you warrant that moral rights have not otherwise been asserted in your contributions.

SweepLift does not assert any ownership over your contributions. You retain full ownership of all of your contributions and any intellectual property rights, or other proprietary rights associated with your contributions. We are not liable for any statements or representations in your contributions provided by you in any area on the Site. You are solely responsible for your contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your contributions. SweepLift has the right, in our sole discretion, i) to edit, redact, or otherwise change any contributions, ii) to re-categorize any contributions to place them in more appropriate locations on the Site, and iii) to pre-screen or delete any contributions at any time and for any reason, without notice. SweepLift has no obligation to monitor User contributions.

Data Privacy

SweepLift will collect, use, store, and disclose personal information in accordance with its Privacy Policy. Please consult the Privacy Policy at https://sweeplift.com/privacy-policy/ for more information, which is incorporated into, and made a part of, these Terms of Use.

User Content

You agree to treat all information obtained from the Services, including SweepLift materials and any information otherwise made available to you on the Services (individually and collectively, the “Content”) as proprietary to SweepLift and shall be protected as a trade secret of SweepLift. We do not ensure the accuracy of, endorse or recommend any Content, and you use such Content at your own risk.

You shall not use any information obtained from the Services for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way except for the purpose of authorized promotion. You shall not use or reproduce any Content obtained from the Site, or otherwise made available to you on the Site, for or in connection with any other professional coaching services. You shall not remove, erase, or tamper with any proprietary stamp associated with the Site. You shall not use any robot, spider, or other automated process to monitor, data mine, copy products; decompile, decode or reverse engineer software; use the Services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

Prohibited User Content

At times you may be invited to post user content. You agree that you will not use the Site to:

Submit Content that is patently offensive to the online community, such as content that reflects or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
Engage in activity or submit Content that could be harmful to minors;
Engage in activity or submit Content that harasses or advocates harassment of another person;
Engage in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” to others;
Engage in activity, submit Content or Reference Information, or promote information, that is fraudulent, false, misleading, inaccurate and/or constitutes a misrepresentation, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
Submit Content that contains restricted or password-only access pages, or hidden pages or images;
Submit Content that displays pornographic or sexually explicit material of any kind;
Submit Content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
Engage in activities or submit Content that solicits passwords or personally identifiable information from others for unlawful purposes;
Engage in commercial activities and/or sales without our prior written consent, such as contests, sweepstakes, barter, advertising and pyramid schemes;
Use any robot, spider or other automatic device, or a manual process, to access, monitor or copy web pages or the Materials contained in the Site or for any other unauthorized purpose;
Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site;
Decompile, reverse engineer, disassemble or otherwise attempt to obtain the source code for the Software; or
Take any action that imposes an unreasonable or disproportionately large load on SweepLift’s hardware and software infrastructure.

Third Party Services

The Services may direct you to third-party websites that are not owned or maintained by SweepLift. We aren’t responsible for your use of such third-party websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any link to a third-party website does not imply any association between us and their operators. Your use of any third-party websites is governed by the terms of such third-party websites and not by these terms.

Ownership of SweepLift

SweepLift retains all rights (including Intellectual Property Rights as defined below), the title and interest in the Services, and all underlying technology and data. You will not permit others to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of the SweepLift’s technology or delete or alter author attributes or copyright notices. You shall use the Services solely for individual use and shall not share your SweepLift account and password with others.

Intellectual Property Rights means all intellectual property rights (through the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation, (a) all rights associated with works of authorship including, without limitation, copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Copyright Infringement Notices

SweepLift and its affiliates respect the intellectual property rights of others and ask those posting or transmitting any Content to or through the Services to do the same. If you believe that your work has been copied and/or infringed on this Site, you may notify SweepLift according to the notice requirements of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (“DMCA”) by sending the following information to SweepLift’s DMCA Registered Agent either by mail at 300 Delaware Avenue Suite 210-A, Wilmington DE 19801; or by email at support@sweeplift.com.

A description of the copyrighted work that you claim has been infringed;
Identification of the material you claim is infringing, including a description of where such material is located;
Your address, telephone number, and e-mail address;
A signed statement that the information in your notice is accurate, that you have a good-faith belief that the identified use is not authorized by the copyright owner, its agent, or the law, and under penalty of perjury, that that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Communications

By using the Services, you may receive certain service-related, contractual, electronic and SMS communications from SweepLift. Any other electronic and SMS communication from SweepLift will be sent in accordance with its Privacy Policy, and where necessary, based on your consent. Any notices, agreements, disclosures, or other communications that we send to you electronically or via SMS will satisfy any legal communication requirements, including that those communications be in writing.

The Services may provide web forms, links, or contact information, including phone numbers, that can connect you with third parties.

You can contact us by email at support@sweeplift.com. We will do our best to respond to your queries as soon as possible, but not later than 30 days.

Notices

All notices to SweepLift must be in writing and must be sent by registered mail, certified mail, or overnight mail to 300 Delaware Avenue Suite 210-A, Wilmington DE 19801 with a return receipt requested.

Modifications and Interruptions

SweepLift reserves the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. SweepLift reserves the right to modify or discontinue all or part of the Site without notice at any time. SweepLift will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Site and Services. SweepLift cannot guarantee the Site will be available at all times. The Site may experience hardware, software, or other problems or SweepLift may need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

SweepLift reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in this Terms of Use will be construed to obligate SweepLift to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

Warranties

You expressly agree that use of the Services and reliance on its content is at your own risk. SweepLift, its affiliates and their respective third-party licensors do not make any representations or warranties of any kind regarding the Site, the software, the Services, the Content, the materials, or the results that may be obtained from use of any of the foregoing. The Services are provided on an “As Is, As Available” basis, and SweepLift, its affiliates, and their respective third-party licensors specifically disclaim any and all express or implied warranties including, without limitation, the warranties of fitness for a particular purpose, warranties of merchantability and warranties of noninfringement. SweepLift and its affiliates make no representations or warranties, expressed or implied, to any actual or prospective User of our service; as to the advertised terms, if any; or as to the accuracy or completeness of any information. SweepLift reserves the right, in its sole discretion, to correct any error or omission on the Services or in the content. SweepLift does not make and expressly disclaims any representations, warranties, or guarantees to you regarding the service, including, without limitation, any representations, warranties or guarantees. For purposes of this warranty disclaimer, “third-party licensor” does not include you. Some states do not allow the disclaimer of implied warranties, so this statement may not apply to you.

Limitation of Liability

You use the Services at your own risk. SweepLift does not assume any responsibility for errors or omissions in the information, Site, Services or other documents, including User Content, which is referenced by or linked to. In no event shall SweepLift be liable for any indirect or consequential damages, except in cases of intentional misconduct or gross negligence. To the maximum extent permitted under applicable law, SweepLift’s aggregated liability for any direct damages shall be limited to the lesser of: (i) amounts paid for all sessions by User; (ii) amounts paid for all sessions by User during the previous calendar year; or (iii) one thousand (1000) USD.

General Terms

19.1. Governing Law

These Terms of Use are governed by the laws of the State of New York without giving effect to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Kings County, New York for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. SweepLift operates the Services from its offices in New York and we make no representation that the Services is appropriate or available for use in other locations.

19.2. Breach

You agree to indemnify, defend, and hold harmless SweepLift, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Site; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Content you upload to, or otherwise make available through, the Site; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Services using your user profile and password. SweepLift reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with SweepLift’s defense of that claim.

19.3. Force Majeure

If SweepLift cannot perform any obligation hereunder, including maintaining regular Services, as a result of any event that is beyond its control, including all possible acts of god, including pandemic, SweepLift’s delay or failure to perform such obligation shall be excused and SweepLift shall not be liable for any damages as a result of, or in connection with, such delay or such failure.

19.4. Termination

You understand and agree that in SweepLift’s sole discretion, and without prior notice, your access to this Services may be terminated or suspended, and SweepLift may exercise any other remedy available and remove any Content, if it believes that your use of the Services and/or any Content or reference information you provide (a) violates (i) these Terms of Use, (ii) the rights of SweepLift, its affiliates, a Licensor, or another User, or (iii) any law or regulation, or are otherwise objectionable or inappropriate or (b) constitute fraudulent or unlawful activity of any nature. You agree that monetary damages may not provide a sufficient remedy to SweepLift for violations of these Terms of Use, and you agree to injunctive or other equitable relief for such violations without the requirement that SweepLift post a bond. SweepLift is not required to provide any refund to you if your use is terminated as a result of SweepLift’s determination, in its sole discretion, that you have violated these Terms of Use.

19.5. Binding Provisions

These Terms of Use shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Terms of Use or any license granted hereunder may not be assigned, sub-licensed or otherwise transferred by User without the prior written consent of SweepLift, which retains the right to withhold consent in its sole discretion.

19.6. Enforcement of Terms

You understand and agree that any individual or entity that violates any term of these Terms of Use is precluded from enforcing, agrees not to enforce, and covenants not to sue to enforce, any similar or related provision in any contract, including terms and conditions and Terms of Use, asserted by such individual, entity or any affiliate thereof, as binding upon SweepLift or any of its affiliates

19.7. Entire Agreement

Except as provided herein, the terms and conditions of this Terms of Use constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Terms of Use.