Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you and Swfte ("Swfte," "we," "our," or "us"). By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization and that "you" refers to that organization.

Effective Date: January 1, 2025

2. Products and Scope

The Services include, without limitation, the following products and capabilities:

Core Platform Products

• Workstation: A unified desktop application (available for macOS and Windows) providing a centralized workspace for interacting with AI agents, running workflows, team collaboration, usage analytics, role-based access control, and offline capabilities.

• Studio: A no-code orchestration platform to design, build, test, evaluate, version, and deploy AI agents and workflows with visual workflow builders, testing environments, observability tools, and governance controls.

• Marketplace: A catalog of pre-built AI agents, templates, integrations, and extensions published by Swfte or third-party developers, enabling discovery, deployment, and management of AI capabilities.

• Connect: An intelligent LLM gateway and router providing unified access to multiple AI model providers, smart routing, cost optimization, failover handling, real-time metrics, and enterprise-grade security controls.

Embedded and Developer Tools

• Embedded SDK: Developer tools and software development kits (React, Vue, Angular, Flutter, iOS, Android, and backend SDKs) enabling you to embed white-label AI capabilities including chat interfaces, voice interactions, video calls, and document Q&A into your own applications.

• APIs and Integrations: RESTful APIs, webhooks, and connectors to third-party systems, databases, cloud services, and enterprise applications.

Specialized Products

• UpSkill: An AI-powered employee training and onboarding platform that transforms organizational knowledge into adaptive learning experiences, personalized training paths, and interactive educational content.

• Monitor+ (Beta): A unified business monitoring dashboard consolidating visibility across orders, fulfillments, cloud resources, logs, business metrics, social engagement, and security events.

• AvatarMe (Beta): AI-powered digital avatar creation for video communications, training content, customer engagement, and multilingual presentations.

• Reachout (Beta): AI-driven outbound campaign automation for lead generation, customer engagement, multi-channel outreach, and relationship nurturing.

• Inbound (Beta): AI-powered handling of incoming customer requests through embeddable widgets, intelligent phone systems, lead capture, qualification, and routing.

Additional service-specific terms, enterprise agreements, or order forms may apply for certain plans, features, or deployments.

3. Eligibility

You must be at least 18 years old, capable of forming a binding contract, and not barred from using the Services under applicable law. If you open an account on behalf of a company or organization, the company or organization is responsible for compliance with these Terms and you represent that you have authority to bind that entity.

4. Accounts and Security

• You must provide accurate, complete, and current account information and keep it updated.
• You are responsible for safeguarding your credentials, API keys, access tokens, and any authentication mechanisms, and for all activity that occurs under your account.
• You must promptly notify us at security@swfte.com of any suspected unauthorized use, security incident, or breach of credentials.
• Team and enterprise features (including role-based access control, single sign-on, audit logs, and administrative controls) may be available on certain plans; you are responsible for configuring and managing roles, permissions, and user access appropriately.
• We reserve the right to suspend accounts that exhibit suspicious activity, security risks, or policy violations.

5. Subscription, Fees, and Taxes

Pricing and Plans

• Pricing, plan limits, included usage, and feature availability are described at the time of sign-up, on our pricing page, or in your order form or enterprise agreement.
• Usage-based charges may apply for certain consumption metrics including but not limited to: AI model tokens, compute resources, storage, API calls, integration calls, agent executions, seats, and bandwidth.

Billing and Renewal

• Unless stated otherwise, subscriptions renew automatically at the end of each billing cycle (monthly or annually) until canceled.
• You may cancel your subscription at any time through your account settings or by contacting us. Cancellations take effect at the end of the current billing period.
• We may change our pricing with reasonable advance notice. Price changes will apply to the next renewal period after notice.

Refunds

• Fees are generally non-refundable except as required by applicable law or as expressly stated in these Terms or your order form.
• If you believe you have been incorrectly charged, contact billing@swfte.com within 30 days.

Taxes

• You are responsible for all applicable taxes, duties, and governmental charges (excluding taxes based on Swfte's net income).
• We may charge and collect taxes where required by law. If you are exempt from taxes, provide us with valid exemption documentation.

6. Acceptable Use

You agree not to, and not to permit or enable third parties to:

Prohibited Activities

• Violate any applicable law, regulation, or third-party rights, including intellectual property, privacy, publicity, or contractual rights.
• Submit, process, or generate content that is unlawful, defamatory, harassing, discriminatory, threatening, pornographic, or that promotes violence, hatred, or illegal activities.
• Use the Services to create deceptive content, misinformation, spam, phishing attempts, or fraudulent schemes.
• Probe, scan, or test the vulnerability of the Services or attempt to bypass, circumvent, or disable any security features, authentication mechanisms, or rate limits.
• Interfere with, disrupt, or degrade the Services, servers, or networks, including through denial-of-service attacks, excessive load, or automated scraping.
• Access the Services or related systems without authorization, or exceed your authorized access.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except as permitted by applicable law.
• Resell, redistribute, or sublicense access to the Services without our written authorization.
• Use the Services to develop competing products or services.

Regulated Data

• Do not submit or process highly regulated data (including protected health information under HIPAA, payment card data under PCI-DSS, or other specially protected categories) unless your plan expressly permits it and applicable agreements (such as a Business Associate Agreement) are in place.

AI-Specific Requirements

• Do not misrepresent AI-generated outputs as human-created where disclosure is required by law, regulation, or applicable platform policies.
• Do not use the Services to create deepfakes, non-consensual synthetic media, or deceptive impersonations of real individuals.
• You are responsible for implementing appropriate human oversight for AI-assisted decisions that materially affect individuals.

7. Customer Data and Generated Content

Definitions

• "Customer Data" means all data, prompts, inputs, files, documents, configurations, and other content you provide to the Services.
• "Outputs" means any content, responses, or results generated by the Services based on Customer Data or your instructions.

Ownership

• You retain ownership of Customer Data.
• As between you and Swfte, you own your Outputs, subject to: (a) these Terms; (b) any applicable third-party model provider terms; and (c) any rights of third parties in the underlying data.
• Outputs may not be unique, and similar or identical outputs may be generated for other users.

License to Swfte

• You grant Swfte a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, copy, and otherwise use Customer Data and Outputs solely to: (a) provide, operate, maintain, and improve the Services; (b) ensure security and prevent abuse; (c) comply with legal obligations; and (d) provide support.

Aggregated and De-identified Data

• We may generate, use, and disclose aggregated or de-identified data that does not identify you or your users for purposes including analytics, benchmarking, service improvement, and research.

Your Responsibilities

• You are solely responsible for: (a) the content, accuracy, quality, and legality of Customer Data; (b) obtaining all necessary rights, consents, and authorizations to provide Customer Data to the Services; (c) your use and distribution of Outputs; and (d) ensuring your use complies with applicable laws.

8. Third-Party Services and Integrations

Connect and Integration Features

• The Services may enable connections to third-party products, services, and platforms including AI model providers (such as OpenAI, Anthropic, Google, and others), cloud services (AWS, Azure, GCP), enterprise applications (Salesforce, Slack, Microsoft 365), databases, and other systems.
• Your use of third-party services is governed by their respective terms of service, privacy policies, and acceptable use policies.

Authorization and Data Sharing

• By enabling integrations, you authorize Swfte to access and process data from such services as necessary to provide the integration functionality.
• You may revoke integration access at any time, but revocation may disable related features.

Third-Party Responsibility

• Swfte is not responsible for third-party services, their availability, performance, changes to their APIs, pricing, terms, or any actions they take regarding your data or access.
• Third-party AI model outputs are subject to the respective providers' limitations and may vary in quality, accuracy, and availability.

9. Service-Specific Terms

Workstation

• Workstation is a desktop application that may store data locally on your device for offline functionality.
• You are responsible for securing devices where Workstation is installed and for backing up local data.
• Workstation may automatically update to provide security patches and new features.

Studio

• Studio allows you to design AI workflows, configure prompts and policies, create evaluation frameworks, and deploy agent versions with rollout and rollback controls.
• Logs, traces, metrics, and debugging information may be collected to provide observability and troubleshooting capabilities.
• You are responsible for thoroughly testing, validating, and monitoring your workflows, agents, guardrails, and downstream actions before production deployment.
• Studio is not designed for life-critical, safety-critical, or high-stakes autonomous decision systems without appropriate human oversight.

Marketplace

• Items in the Marketplace may be offered by Swfte ("Official") or third-party publishers ("Community" or "Partner").
• Third-party items are governed by the publisher's terms in addition to these Terms.
• Swfte may review, flag, disable, or remove items that violate policies, laws, or quality standards, but does not guarantee review of all items.
• If you publish items to the Marketplace, additional publisher terms and agreements apply. Revenue sharing, fees, and payment terms are described in the publisher agreement.

Embedded SDK

• The Embedded SDK is provided for integration into your own applications and services.
• You may customize the appearance and branding of embedded components as permitted by your plan.
• You are responsible for your end users' use of embedded functionality and for presenting appropriate terms and disclosures to your users.
• SDK usage may be metered and subject to usage-based pricing.

Connect (LLM Gateway)

• Connect routes requests to various AI model providers based on your configuration, routing rules, and optimization settings.
• Costs for underlying model provider usage may be passed through or included in your plan as specified.
• Provider availability, model capabilities, and pricing are subject to change by the respective providers.

UpSkill

• UpSkill processes your organizational documents and knowledge bases to generate training content.
• You must have the rights to use any content you upload for training generation purposes.
• Generated training materials should be reviewed for accuracy before deployment.

AvatarMe (Beta)

• You must have all necessary rights and consents to use any names, likenesses, voices, photographs, or brand assets in avatar creation and generated media.
• You may not use AvatarMe to create deceptive impersonations, non-consensual deepfakes, or content that violates the rights or dignity of real individuals.
• You are responsible for obtaining consents from individuals whose likeness is used and for complying with applicable privacy, publicity, and employment laws.
• We may watermark, label, or otherwise identify AI-generated avatar content where appropriate or required.

Reachout and Inbound (Beta)

• These products involve automated communications with third parties (your customers, leads, or prospects).
• You are responsible for compliance with all applicable communications laws including CAN-SPAM, TCPA, GDPR, and equivalent regulations in your jurisdiction.
• You must maintain accurate opt-out mechanisms, honor unsubscribe requests promptly, and not engage in prohibited spam or unsolicited communications.
• You are responsible for the accuracy of contact data and for ensuring you have the legal basis to contact individuals.

10. Trials, Beta, and Pre-release Features

• Free trials, beta features, and pre-release functionality are provided "as is" without warranties or support commitments.
• Beta and pre-release features may be modified, suspended, or discontinued at any time without notice.
• Data created during trials or in beta features may be deleted upon trial expiration or feature discontinuation.
• Usage limits and restrictions may apply to trials and beta access.
• Beta features are identified with a "Beta" label in the Services.

11. Availability, Support, and Changes

Service Availability

• We aim to provide reliable Services with reasonable uptime and scheduled maintenance windows.
• For enterprise plans, specific availability commitments (SLAs) may be described in your order form or enterprise agreement.
• We do not guarantee uninterrupted, error-free, or secure operation of the Services.

Support

• Support availability and response times vary by plan tier. Enterprise support terms are described in your agreement.
• Documentation and self-service resources are available at docs.swfte.com.

Changes to Services

• We may modify, update, or discontinue features to improve performance, security, usability, or to comply with legal requirements.
• If a change materially reduces core functionality of a paid plan, we will provide reasonable advance notice and, where appropriate, offer alternatives or pro-rated refunds.

12. Intellectual Property

Swfte's Rights

• Swfte and its licensors retain all rights, title, and interest in and to the Services, including all software, algorithms, models, documentation, designs, trademarks, trade secrets, and other intellectual property.
• Nothing in these Terms transfers ownership of any Swfte intellectual property to you.

Your License to Use

• Subject to these Terms and your compliance with plan limits, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

Feedback

• If you provide feedback, suggestions, ideas, or recommendations regarding the Services, you grant Swfte a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without restriction or compensation.

Trademarks

• Swfte, the Swfte logo, and product names are trademarks of Swfte. You may not use our trademarks without prior written permission except as necessary to accurately reference our Services.

13. Confidentiality

• Each party may receive non-public information from the other party ("Confidential Information").
• The receiving party will: (a) protect Confidential Information with at least the same care it uses for its own confidential information; (b) use Confidential Information only for purposes of these Terms; and (c) not disclose Confidential Information except to employees and contractors with a need to know who are bound by confidentiality obligations.
• Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is rightfully obtained from a third party; or (d) is independently developed.

14. Data Security

• We implement administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, security monitoring, and incident response procedures.
• We maintain SOC 2 Type II certification and comply with applicable security standards.
• No method of transmission or storage is 100% secure, and we cannot guarantee absolute security. You acknowledge this inherent risk.
• For enterprise customers, additional security documentation including our security whitepaper and completed security questionnaires are available upon request.

15. Privacy and Data Processing

• Our Privacy Policy describes how we collect, use, and disclose personal information. By using the Services, you acknowledge our data practices as described in the Privacy Policy.
• For customers requiring GDPR compliance, a Data Processing Addendum (DPA) is available and incorporated by reference where applicable.
• For customers requiring HIPAA compliance, a Business Associate Agreement (BAA) may be available for qualifying enterprise plans.

16. Term and Termination

Term

• These Terms remain in effect while you access or use the Services.
• Subscription terms are specified at sign-up or in your order form.

Termination by You

• You may terminate by canceling your subscription through account settings and ceasing use of the Services.
• Upon cancellation, you will retain access until the end of your current billing period unless you request immediate termination.

Termination by Swfte

• We may suspend or terminate your access for: (a) breach of these Terms; (b) non-payment; (c) security risks or threats; (d) unlawful use; (e) extended inactivity; or (f) upon reasonable notice for any reason.
• We will provide notice before termination where practicable, except in cases of serious violations or security threats.

Effect of Termination

• Upon termination: (a) your access to the Services ends; (b) you must cease use of all Swfte materials and embedded components; and (c) we will delete or return Customer Data in accordance with our data retention policies and applicable law, typically within 30 days.
• You may request export of your Customer Data prior to termination.
• Sections regarding intellectual property, confidentiality, limitations of liability, indemnification, dispute resolution, and general provisions survive termination.

17. Disclaimers

THE SERVICES AND ALL RELATED CONTENT, OUTPUTS, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) DEFECTS WILL BE CORRECTED; (C) OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE; (D) THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (E) ANY STORED DATA WILL NOT BE LOST OR CORRUPTED.

AI-GENERATED OUTPUTS MAY CONTAIN ERRORS, INACCURACIES, BIASES, OR HALLUCINATIONS. YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUTS BEFORE RELIANCE OR DISTRIBUTION.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

EXCLUSION OF DAMAGES: NEITHER SWFTE NOR ITS AFFILIATES, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAP ON LIABILITY: SWFTE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SWFTE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED US DOLLARS ($100).

EXCEPTIONS: THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (A) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (C) YOUR BREACH OF ACCEPTABLE USE OR PAYMENT OBLIGATIONS; OR (D) LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW.

19. Indemnification

You will defend, indemnify, and hold harmless Swfte and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Customer Data or your Outputs, including claims of infringement or violation of third-party rights
• Your use of the Services in violation of these Terms
• Your violation of applicable laws or third-party rights
• Your use of third-party services or integrations
• Your end users' use of functionality you provide using the Services
• Claims related to content you create using AvatarMe, Reachout, or Inbound

20. Export Compliance

You must comply with all applicable export control laws, sanctions, and trade compliance regulations, including those of the United States, European Union, and other applicable jurisdictions. You may not use the Services in or for the benefit of, or export or re-export the Services to, any country, entity, or person subject to comprehensive sanctions or export restrictions.

21. Dispute Resolution and Governing Law

Governing Law

These Terms are governed by the laws of Ireland, without regard to conflict of law principles.

Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be resolved through binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration. The seat of arbitration will be Dublin, Ireland. The language of arbitration will be English. The arbitration award will be final and binding.

Class Action Waiver

YOU AND SWFTE AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Enterprise Customers

Enterprise customers may have different dispute resolution terms specified in their master agreement or order form, which will govern in case of conflict.

22. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, any applicable order forms, and any service-specific terms, constitute the entire agreement between you and Swfte regarding the Services and supersede all prior agreements, representations, and understandings.

Amendments

We may update these Terms from time to time. If updates are material, we will provide reasonable notice (such as email notification or prominent notice in the Services). Continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree to updated Terms, you must stop using the Services.

Assignment

You may not assign or transfer these Terms or your rights without our prior written consent. Swfte may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets without your consent.

Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver

Failure to enforce any provision of these Terms is not a waiver of future enforcement of that or any other provision.

Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, pandemics, labor disputes, or internet or infrastructure failures.

Notices

Notices to Swfte must be sent to legal@swfte.com or to our physical address. Notices to you may be sent to your registered email address or posted in the Services.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights, except that Swfte's affiliates and licensors are third-party beneficiaries of the limitation of liability and indemnification provisions.

Headings

Section headings are for convenience only and do not affect interpretation.

23. Contact Information

Questions about these Terms?

• Email: legal@swfte.com
• Support: support@swfte.com
• Security Issues: security@swfte.com
• Postal Address: Swfte Limited, 6th Floor, 2 Grand Canal Square, Dublin 2, D02 A342, Ireland

For enterprise inquiries, please contact your account representative or enterprise@swfte.com.

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By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Last Updated: January 1, 2025