1. Introduction

Welcome to the Swiirl Brand Portal. By registering and using our platform, you ("Brand") agree to be bound by the following terms and conditions ("Terms"). Please read these Terms carefully. If you do not agree with any part of these Terms, you must not register or use the Swiirl Brand Portal.

2. Definitions

Swiirl: The platform provided by Swiirl, Inc. that connects brands with creators.

Brand: A registered company or individual using the Swiirl platform to commission or purchase content.

Creator: Individuals or entities providing content through the Swiirl platform.

Content: Any creative work, including but not limited to images, videos, text, and designs, uploaded by Creators or provided by Swiirl.

3. Registration and Account Security

Eligibility: You must be at least 18 years old to register and use the Swiirl Brand Portal.

Account Information: Brands must provide accurate and complete information during registration and keep their account information up-to-date.

Security: Brands are responsible for maintaining the confidentiality of their account login credentials and for all activities that occur under their account.

4. Use of the Platform

Permitted Use: Brands may use the Swiirl platform to browse, commission, and purchase content from Creators.

Prohibited Use: Brands may not use the platform for any unlawful purpose or in a way that violates these Terms. This includes, but is not limited to, unauthorized distribution of content, infringing on intellectual property rights, and harassment of Creators.

5. Content Licensing and Ownership

License Grant: Upon purchasing content, Brands are granted a non-exclusive, worldwide license to use the content as specified in the licensing agreement provided at the time of purchase.

Intellectual Property: All content remains the intellectual property of the Creator until a purchase is made. After purchase, the content is subject to the terms of the specific license agreement.

Exclusive License Option: Brands may choose to purchase content with a 2-year exclusive license. During this period, the content may not be used or sold by anyone else.

6. Payment Terms

Invoicing: Brands will be invoiced for content purchased on the Swiirl platform. Invoices will be sent in the monthly billing cycle.

Payment Due Date: Payments are due within 30 days of the invoice date unless otherwise specified in the invoice.

7. Content Guidelines and Restrictions

Quality Standards: Brands must ensure that the content they commission or purchase meets Swiirl’s quality standards and guidelines.

Restrictions: Brands may not modify, distribute, or use content in any manner that violates the agreed-upon license terms or Swiirl’s guidelines.

8. Warranties and Disclaimers

Brand Warranties: Brands warrant that their use of the content will not infringe on any third-party rights and will comply with all applicable laws.

Disclaimers: Swiirl provides the platform on an "as is" and "as available" basis. Swiirl makes no warranties, express or implied, regarding the platform or content, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of Liability

Swiirl shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the platform or content, even if Swiirl has been advised of the possibility of such damages.

Swiirl's total liability to the Brand for any claim arising out of or relating to these Terms or the use of the platform shall not exceed the amount paid by the Brand to Swiirl in the past twelve months.

10. Indemnification

Brands agree to indemnify, defend, and hold harmless Swiirl, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with the Brand’s use of the platform or content, violation of these Terms, or infringement of any third-party rights.

11. Termination

Termination by Brand: Brands may terminate their account at any time by contacting Swiirl support.

Termination by Swiirl: Swiirl reserves the right to terminate or suspend a Brand’s account for any reason, including but not limited to, breach of these Terms or engaging in prohibited activities.

Effect of Termination: Upon termination, the Brand’s right to use the platform and content will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the state in which Swiirl is incorporated, without regard to its conflict of law principles.

Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The place of arbitration shall be [State], and the language of arbitration shall be English.

13. Miscellaneous

Entire Agreement: These Terms constitute the entire agreement between the Brand and Swiirl regarding the use of the platform and supersede all prior agreements and understandings.

Amendments: Swiirl may modify these Terms at any time. The Brand’s continued use of the platform constitutes acceptance of the modified Terms.

Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: The failure of Swiirl to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

By registering for and using the Swiirl Brand Portal, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you have any questions, please contact Swiirl support.