Legal
Términos de Servicio.
Términos oficiales de SWATS AI para el acceso y uso del sitio web de SWATS, la plataforma SaaS, funciones de IA, soporte y servicios profesionales relacionados.
Última actualización: 22 de agosto de 2026 | Fecha de vigencia: 22 de agosto de 2026
Esta ruta presenta el texto oficial en inglés. Cualquier traducción es solo por conveniencia; según la Sección 18.9, la versión en inglés controla.
These Terms of Service (the "Terms") constitute a binding legal agreement between SWATS AI, LLC., a Texas limited liability corporation, together with its affiliates ("SWATS AI," "we," "us," or "our"), and the individual or entity accessing or using the Services ("Customer," "you," or "your"). These Terms govern your access to and use of the websites located at www.swats.ai and any successor or related sites (the "Site"), the SWATS AI software-as-a-service platform, applications, application programming interfaces, models, features, documentation, and related support and professional services (collectively, the "Services").
PLEASE READ THESE TERMS CAREFULLY. BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, CLICKING TO ACCEPT, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
1. Agreement; Acceptance; Structure
1.1 Acceptance.
You accept these Terms by executing an Order Form referencing them, by clicking an "I agree" or similar control, by creating an account, or by accessing or using any part of the Services. Customer agrees that SWATS AI may maintain and rely on records of acceptance, account creation, electronic signatures, and version history as evidence of assent. If you accept on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer," "you," and "your" refer to that entity.
1.2 Eligibility.
The Services are intended solely for business and professional use by persons who are at least eighteen (18) years old and who have the legal capacity to enter into a binding contract. The Services are not directed to children, and we do not knowingly collect personal information from children under thirteen (13) or knowingly process personal information of minors except as permitted by applicable law and our Privacy Policy. You may not use the Services if you are barred from doing so under applicable law, including U.S. export control and sanctions laws described in Section 14.2.
1.3 Order Forms and Documentation.
Specific subscription plans, quantities, terms, fees, and any negotiated terms are set out in an ordering document executed by the parties or completed through the Services, including online checkout and plan selection screens (each, an "Order Form"). Each Order Form is incorporated into and governed by these Terms.
1.4 Order of Precedence.
In the event of a conflict, the following order of precedence controls: (a) a mutually executed Order Form or written amendment; (b) any data processing addendum executed by the parties (a "DPA"); (c) these Terms; (d) any policy incorporated by reference, including the Privacy Policy, Acceptable Use Policy, and any service level agreement; and (e) documentation. Any pre-printed, click-through, or standard terms contained in a Customer purchase order or vendor portal are void and of no effect, even if signed or accepted by us, unless expressly incorporated by a writing signed by an authorized officer of SWATS AI.
1.5 Modifications to These Terms.
We may modify these Terms from time to time. If we make a material change, we will provide reasonable advance notice by posting the updated Terms with a revised "Last Updated" date and, where you have an account, by email or in-product notice. Changes become effective on the date stated in the notice, and for a paid subscription with a committed term, no later than the start of your next renewal term. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a change, your exclusive remedy is to stop using the Services and terminate your subscription in accordance with Section 11.
2. Definitions
Capitalized terms have the meanings given where first used. In addition:
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
- "Authorized User" means an employee, contractor, or agent of Customer whom Customer permits to access the Services under Customer’s account.
- "Customer Data" means all data, content, records, documents, files, and other materials that Customer or its Authorized Users upload to, submit through, generate within, or otherwise provide to the Services, including Input, but excluding Usage Data and SWATS AI Technology.
- "Input" means prompts, instructions, queries, files, and other content submitted to any AI Feature.
- "Output" means content generated or returned by an AI Feature in response to Input.
- "AI Features" means any feature of the Services that uses machine learning, large language models, generative artificial intelligence, or similar technologies.
- "Usage Data" means technical and operational data, metrics, logs, configuration, and telemetry generated in connection with operation, performance, and use of the Services, in aggregated and de-identified form that does not identify Customer, any Authorized User, or any individual.
- "SWATS AI Technology" means the Services and all underlying and related software, models, model weights, algorithms, architecture, prompts and prompt templates, interfaces, databases, know-how, documentation, and all improvements, modifications, and derivatives of the foregoing.
3. The Services; Access Rights
3.1 Access Grant.
Subject to these Terms, timely payment of all fees, and any limits stated in the applicable Order Form, SWATS AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services, and to use the documentation, solely for Customer’s internal business purposes.
3.2 Reservation of Rights.
The Services are licensed and provided as a service, not sold. SWATS AI and its licensors retain all right, title, and interest in and to the SWATS AI Technology. No rights are granted other than as expressly stated in these Terms, and no rights arise by implication, estoppel, or otherwise.
3.3 Accounts and Credentials.
Customer must provide accurate and complete registration information and keep it current. Customer is responsible for maintaining the confidentiality of account credentials, for all activity occurring under its account (whether or not authorized), and for promptly notifying us at security@swats.ai of any suspected unauthorized access or security incident. Accounts and user seats may not be shared, resold, or transferred, and each Authorized User must have unique credentials.
3.4 Authorized Users.
Customer may permit Authorized Users to use the Services up to the number of seats or usage limits purchased. Customer is responsible for its Authorized Users’ compliance with these Terms, for providing all required notices and obtaining all required consents from Authorized Users, and any act or omission of an Authorized User that would breach these Terms is deemed a breach by Customer.
3.5 Changes to the Services.
We continuously develop the Services and may add, modify, or discontinue features, functionality, models, model providers, or integrations at any time. We will not materially degrade the core functionality of a Service that Customer has paid for during a paid Subscription Term without providing Customer, as its sole remedy, the option to terminate the affected Service and receive a pro-rata refund of prepaid, unused fees.
3.6 Availability and Support.
We will use commercially reasonable efforts to make the Services available, except for planned maintenance, emergency maintenance, and any Force Majeure Event. Support and any uptime commitments, service credits, or response times are as described in the applicable service level agreement or support policy, if any, which is the sole and exclusive remedy for any failure to meet a service level. Unless expressly stated in an Order Form or service level agreement, SWATS AI does not provide any minimum uptime commitment or service credits.
3.7 Trials, Free Tiers, and Beta Services.
We may offer free trials, free tiers, evaluation access, or features designated as alpha, beta, preview, early access, or similar ("Beta Services"). Trials and Beta Services are provided "AS IS," without warranty, indemnity, service level, or support of any kind, may be modified or discontinued at any time without notice or liability, and may contain errors or defects. Data entered during a trial may be permanently lost if the trial expires without conversion to a paid subscription. Beta Services are SWATS AI Confidential Information.
3.8 Third-Party Services.
The Services may interoperate with third-party products, platforms, models, data sources, or integrations ("Third-Party Services"). Third-Party Services are governed solely by the terms and privacy practices of the applicable provider, and Customer is responsible for obtaining and maintaining any required accounts, licenses, and consents. By enabling a Third-Party Service, Customer authorizes us to transmit Customer Data to and from it as necessary. We do not control, endorse, warrant, or assume responsibility for Third-Party Services, and any Third-Party Service’s unavailability, change, or discontinuation does not entitle Customer to any refund or relieve Customer of payment obligations.
4. Fees, Payment, and Renewal
4.1 Fees.
Customer will pay all fees stated in the applicable Order Form ("Fees"). Except as expressly provided in these Terms, Fees are non-refundable, payment obligations are non-cancelable, and quantities purchased cannot be decreased during a Subscription Term.
4.2 Payment Authorization.
For self-service subscriptions, Customer authorizes SWATS AI and its payment processors to charge the payment method on file for all Fees when due, including on each renewal, and to update payment card information through card-updater services. Customer represents that it is authorized to use each payment method provided and will keep billing information current. For invoiced subscriptions, invoices are due net thirty (30) days from the invoice date unless otherwise stated on the Order Form.
4.3 Usage-Based and Overage Charges.
Where the Services are priced by usage (including by seat, workspace, credit, token, computation, request volume, or storage), SWATS AI’s measurements of usage as recorded by the Services are the authoritative basis for billing absent manifest error. Usage exceeding a plan’s included allowance is billed at the then-current overage rate or, at our option, may result in throttling or suspension of the affected functionality.
4.4 Automatic Renewal and Cancellation.
Unless the Order Form states otherwise, each subscription automatically renews at the end of the then-current Subscription Term for successive periods of equal length, at the then-current list price, and Customer’s payment method will be charged automatically. Customer may cancel renewal at any time before the end of the then-current term through the account settings in the Services or by written notice to billing@swats.ai; cancellation takes effect at the end of the then-current term, and access continues through that date. Where required by applicable law, including automatic renewal statutes in California, New York, and other jurisdictions, we will provide the disclosures, acknowledgments, renewal reminders, and simple online cancellation mechanism required by that law, and those requirements control to the extent of any conflict with this Section.
4.5 Price Changes.
We may change pricing effective upon renewal by providing notice at least thirty (30) days before the end of the then-current Subscription Term. Price changes do not apply retroactively within a paid term.
4.6 Late Payment; Suspension.
Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse reasonable costs of collection, including attorneys’ fees. If any undisputed amount is more than ten (10) days overdue, we may suspend the Services on notice until paid. Suspension for non-payment does not relieve Customer of its payment obligations.
4.7 Billing Disputes.
Customer must notify us in writing of any good-faith billing dispute within thirty (30) days after the invoice or charge date, describing the disputed amount in reasonable detail. The parties will work in good faith to resolve the dispute. Amounts not disputed within that period are deemed accepted.
4.8 Taxes.
Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, goods and services, and withholding taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes based on SWATS AI’s net income, property, or employees. If we are legally obligated to collect Taxes, we will invoice them and Customer will pay them unless Customer provides a valid exemption certificate. If Customer is required by law to withhold any amount, Customer will gross up the payment so that we receive the full amount invoiced.
5. Customer Data; Privacy; Security
5.1 Ownership.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. These Terms grant SWATS AI no rights in Customer Data other than the limited rights expressly granted here.
5.2 License to SWATS AI.
Customer grants SWATS AI and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, store, transmit, display, process, and create derivative works of Customer Data solely to the extent necessary to (a) provide, maintain, secure, and support the Services; (b) prevent or address technical, security, fraud, or abuse issues; (c) generate Usage Data; and (d) comply with law or legal process. SWATS AI will not use Customer Data to train or improve general-purpose AI models except with Customer’s express written consent or as otherwise stated in an applicable Order Form or DPA.
5.3 Customer Responsibility.
Customer is solely responsible for Customer Data, including its accuracy, legality, quality, and the means by which it was acquired. Customer represents and warrants that it has and will maintain all rights, licenses, consents, permissions, notices, and lawful bases necessary for SWATS AI to process Customer Data as contemplated by these Terms, including consents required by wiretap, call recording, biometric, consumer health data, precise geolocation, and communications privacy laws where the Services process communications, sensitive personal information, or biometric identifiers.
5.4 Restricted Data.
Unless expressly agreed in a signed Order Form and any required addendum, Customer will not submit to the Services: (a) protected health information subject to HIPAA; (b) cardholder data subject to PCI DSS; (c) nonpublic personal information subject to the Gramm-Leach-Bliley Act; (d) education records subject to FERPA; (e) government-classified, controlled unclassified, or ITAR/EAR-controlled technical data; (f) personal information of children under thirteen (13) or minors’ data subject to heightened consent requirements; or (g) any other data whose handling is subject to heightened statutory requirements ("Restricted Data"). SWATS AI has no liability arising from Restricted Data submitted in breach of this Section, and Customer will indemnify SWATS AI for all claims arising from it.
5.5 Security.
SWATS AI will maintain a written information security program with administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with generally accepted industry standards for comparable SaaS providers. SWATS AI will notify Customer without undue delay after confirming a Security Incident affecting Customer Data, unless prohibited by law, and will provide information reasonably necessary for Customer to meet its legal obligations. Customer acknowledges that no method of transmission or storage is completely secure, and that Customer is responsible for its own security configuration, access controls, and endpoint security.
5.6 Privacy; Data Processing.
Our collection and use of personal information in connection with the Services is described in the SWATS AI Privacy Policy at www.swats.ai/privacy, which is incorporated by reference. Where SWATS AI processes personal data on Customer’s behalf as a "processor,” "service provider,” or similar role subject to the GDPR, UK GDPR, CCPA/CPRA, the Texas Data Privacy and Security Act, or similar laws, the parties’ DPA governs that processing and is incorporated by reference. SWATS AI does not sell or share personal information as those terms are defined under U.S. state privacy laws or use Customer Data for cross-context behavioral advertising.
5.7 Usage Data and Service Improvement.
SWATS AI may collect, generate, and use Usage Data to operate, analyze, secure, support, and improve the Services and to develop new products and features, and may retain and use Usage Data during and after the Subscription Term. Usage Data is aggregated and de-identified so that it does not identify Customer, any Authorized User, or any individual, and SWATS AI will not re-identify it or publish it in a manner that identifies Customer.
5.8 Retention, Export, and Deletion.
During the Subscription Term, Customer may access and export Customer Data using the functionality of the Services. Following expiration or termination, SWATS AI will make Customer Data available for export for thirty (30) days, after which SWATS AI may delete Customer Data in the ordinary course. SWATS AI may retain Customer Data as required by law and in routine backups, which are deleted on our standard backup cycle and remain subject to the confidentiality and security obligations of these Terms.
5.9 Notice of Legal Process.
If SWATS AI receives a subpoena, government demand, or other legal process seeking Customer Data, we will, unless legally prohibited, use reasonable efforts to notify Customer so that Customer may seek a protective order or other relief.
6. Artificial Intelligence Features
6.1 Input and Output.
As between the parties, Customer owns Input and, subject to Section 6.2, SWATS AI assigns to Customer all right, title, and interest it may have in Output generated for Customer. Customer is responsible for Input and Output and for evaluating their accuracy and suitability for Customer’s intended use. Output is Customer Data for purposes of these Terms.
6.2 Nature of Generative Output.
Customer acknowledges that AI Features are probabilistic and that Output may be inaccurate, incomplete, outdated, biased, offensive, or otherwise unsuitable, and may not reflect current facts, law, or market conditions. Due to the nature of machine learning, Output is not unique, and the Services may generate the same or substantially similar output for other customers, who retain the same rights in their output. SWATS AI makes no representation that Output is original, non-infringing, or free of third-party rights.
6.3 No Reliance; Human Review.
Output does not constitute legal, financial, tax, medical, employment, insurance, security, or other professional advice. Customer will not rely on Output as the sole basis for any decision that has a legal, financial, safety, health, or similarly significant effect on any individual, and will implement human review appropriate to the risk of its use case before acting on Output or making it available to third parties.
6.4 Prohibited High-Risk Uses.
Customer will not use AI Features, without a separate written agreement with SWATS AI, for: automated decision-making producing legal or similarly significant effects on individuals (including credit, housing, insurance, education, or employment eligibility); biometric identification or emotion inference; law enforcement, criminal risk assessment, or predictive policing; safety-critical or life-sustaining systems; the practice of law or medicine; or any use prohibited by applicable law.
6.5 Model Training.
SWATS AI does not use Customer Data, Input, or Output to train or fine-tune generally available foundation models or to improve models for the benefit of other customers, except (a) with Customer’s prior written consent or opt-in through the Services, (b) as necessary to provide Customer-specific functionality within Customer’s own account or tenant, or (c) using Usage Data as permitted by Section 5.7.
6.6 Third-Party Model Providers.
AI Features may be powered in whole or in part by third-party model providers and other subprocessors identified in our Privacy Policy, DPA, or subprocessor disclosures. Customer authorizes SWATS AI to transmit Input to those providers to generate Output, and Customer’s use of AI Features is subject to any applicable usage policies of those providers. SWATS AI may change model providers or model versions at any time, which may change the characteristics or quality of Output.
6.7 AI-Specific Compliance.
Customer is responsible for determining whether and how AI-related laws and regulations apply to its use of AI Features, and for compliance with them, including the Texas Responsible Artificial Intelligence Governance Act, the Colorado AI Act, state and municipal automated employment decision tool laws, the EU AI Act where applicable, and any obligation to disclose to individuals that they are interacting with, or being evaluated by, an artificial intelligence system. Customer will provide any notices to, and obtain any consents from, its own end users required in connection with Customer’s use of the Services and will not represent AI-generated Output as human-generated where doing so would be deceptive or unlawful.
7. Acceptable Use; Restrictions
7.1 Restrictions.
Customer will not, and will not permit any Authorized User or third party to:
- copy, modify, translate, or create derivative works of the Services or SWATS AI Technology;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, model weights, architecture, training data, or trade secrets from the Services, except to the limited extent applicable law prohibits this restriction;
- use the Services or any Output to develop, train, fine-tune, benchmark against, or improve any competing product, model, or service, or otherwise extract or distill model capabilities;
- rent, lease, resell, sublicense, distribute, time-share, or provide the Services as a service bureau to any third party, except as expressly permitted in an Order Form;
- circumvent or exceed usage limits, rate limits, seat counts, or technical access controls, or use automated means to access the Services except through documented APIs;
- scrape, crawl, or harvest data from the Services, or access the Services to build a competitive dataset;
- upload or transmit malicious code, or interfere with or disrupt the integrity, security, or performance of the Services or any data contained in them;
- probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure, without our prior written authorization;
- use the Services to transmit unlawful, defamatory, harassing, abusive, obscene, exploitative, or infringing material, or to send unsolicited commercial communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or comparable laws;
- use the Services to infringe or misappropriate any third party’s intellectual property, privacy, publicity, or other rights;
- generate or distribute deceptive synthetic media, impersonations, or materially misleading content without required disclosures, or misrepresent Output as human-generated where such representation is prohibited by law or would be deceptive; or
- use the Services in violation of any applicable law or regulation, or in a manner that would cause SWATS AI to violate any law or the terms of any Third-Party Service.
7.2 Monitoring and Enforcement.
SWATS AI has no obligation to monitor Customer Data or use of the Services, but may do so to operate and secure the Services, to enforce these Terms, and to comply with law. We may remove or disable access to any Customer Data that we reasonably believe violates these Terms or applicable law, or that we are required to remove by law, and will use reasonable efforts to notify Customer where permitted.
7.3 Suspension.
We may suspend Customer’s or any Authorized User’s access to the Services, in whole or in part, immediately and without liability, if we reasonably determine that: (a) continued access poses a security, integrity, or availability risk to the Services or any third party; (b) Customer or an Authorized User is in material breach of Section 7.1; (c) suspension is required to comply with law or a government request; or (d) Fees are overdue as described in Section 4.6. We will limit any suspension in scope and duration to what is reasonably necessary and will restore access promptly once the cause is resolved.
8. Intellectual Property
8.1 SWATS AI Property.
SWATS AI and its licensors own all right, title, and interest in and to the SWATS AI Technology, including all intellectual property rights in it. Nothing in these Terms transfers ownership of any SWATS AI Technology to Customer.
8.2 Feedback.
If Customer or any Authorized User provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), SWATS AI may use, modify, and incorporate the Feedback into its products and services without restriction, attribution, or compensation. Customer grants SWATS AI a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to exploit Feedback for any purpose.
8.3 Trademarks.
SWATS AI, the SWATS AI logo, and all related names and marks are trademarks of SWATS AI. Customer may not use them without our prior written consent, except that Customer may accurately identify itself as a customer of SWATS AI.
8.4 Publicity.
Subject to Customer’s prior written consent (which may be given by email), SWATS AI may identify Customer as a customer and use Customer’s name and logo on its website and in marketing materials, consistent with Customer’s trademark usage guidelines. Customer may withdraw consent at any time on reasonable notice, and SWATS AI will cease prospective use within a reasonable period.
8.5 Copyright Complaints.
SWATS AI responds to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act. Notices should be sent to our designated agent identified on the Site and registered with the U.S. Copyright Office, and must include the elements required by 17 U.S.C. § 512(c)(3). We may terminate the accounts of repeat infringers in appropriate circumstances.
9. Confidentiality
9.1 Definition.
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The SWATS AI Technology, Beta Services, security documentation, and non-public pricing are SWATS AI’s Confidential Information. These Terms are the Confidential Information of both parties.
9.2 Obligations.
Recipient will (a) use Confidential Information only to perform under or exercise rights granted by these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information and no less than reasonable care, and (c) not disclose it except to its and its Affiliates’ employees, contractors, advisors, and subprocessors who have a need to know and are bound by confidentiality obligations at least as protective as these. Recipient is responsible for their compliance. These obligations continue for five (5) years after disclosure, and for trade secrets, for so long as the information remains protected as a trade secret under applicable law.
9.3 Exclusions.
Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was known to Recipient without confidentiality obligations before disclosure, (c) is received from a third party without breach of any obligation, or (d) was independently developed without use of or reference to the Discloser’s Confidential Information.
9.4 Compelled Disclosure.
Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives, where legally permitted, prompt notice and reasonable cooperation so Discloser may seek protective treatment.
9.5 Equitable Relief.
Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate, and the Discloser is entitled to seek injunctive relief without posting bond, in addition to other remedies.
10. Representations, Warranties, and Disclaimers
10.1 Mutual.
Each party represents and warrants that it has the legal power and authority to enter into these Terms and that its performance will comply with applicable law.
10.2 Limited Service Warranty.
SWATS AI warrants that, during a paid Subscription Term, the Services will perform materially in accordance with the applicable documentation. Customer’s exclusive remedy and SWATS AI’s entire liability for breach of this warranty is for SWATS AI to use commercially reasonable efforts to correct the non-conformity and, if it fails to do so within thirty (30) days after written notice, for Customer to terminate the affected Service and receive a pro-rata refund of prepaid, unused Fees for the terminated portion of the term. This warranty does not apply to issues caused by Customer Data, Customer’s systems, Third-Party Services, misuse, or unauthorized modification, or to trials or Beta Services.
10.3 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE SERVICES, INCLUDING ALL AI FEATURES AND OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWATS AI AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SWATS AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, ORIGINAL, OR FIT FOR ANY PARTICULAR PURPOSE. NOTHING IN THESE TERMS EXCLUDES WARRANTIES OR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, AND SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.
11. Term, Termination, and Effect
11.1 Term.
These Terms begin on the earlier of the effective date of the first Order Form and Customer’s first access to the Services, and continue until all Subscription Terms have expired or been terminated. Each subscription runs for the period stated in the Order Form (the "Subscription Term") and renews as provided in Section 4.4.
11.2 Termination for Cause.
Either party may terminate these Terms and any Order Form if the other party materially breaches and fails to cure within thirty (30) days after written notice describing the breach, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.
11.3 Termination for Convenience.
Customer may stop using the Services and cancel renewal at any time as provided in Section 4.4. SWATS AI may terminate a free, trial, or Beta account at any time on notice. Termination for convenience does not entitle Customer to a refund of prepaid Fees except as expressly stated in these Terms.
11.4 Effect of Termination.
On expiration or termination, all rights granted to Customer terminate, Customer will cease all use of the Services and SWATS AI Technology, and all Fees accrued before the effective date of termination become immediately due. If Customer terminates for SWATS AI’s uncured material breach, SWATS AI will refund prepaid, unused Fees for the remainder of the then-current Subscription Term. If SWATS AI terminates for Customer’s uncured material breach, Customer will pay any unpaid Fees for the remainder of the then-current Subscription Term. Data export is governed by Section 5.8.
11.5 Survival.
Sections 1.4, 2, 3.2, 4 (as to amounts accrued), 5.1, 5.7, 5.8, 6.2 through 6.7, 7, 8, 9, 10.3, 12, 13, 14, 15, 16, 17, and 18 survive expiration or termination, together with any provision that by its nature should survive.
12. Indemnification
12.1 By SWATS AI.
SWATS AI will defend Customer against any third-party claim alleging that the Services, as provided by SWATS AI and used in accordance with these Terms, infringe that third party’s U.S. patent, copyright, trademark, or trade secret rights, and will indemnify Customer for damages finally awarded against Customer or agreed in settlement by SWATS AI for such claim.
12.2 Exclusions.
SWATS AI has no obligation under Section 12.1 to the extent a claim arises from: (a) Customer Data, Input, or Output, or any content, data, or specification supplied by Customer; (b) use of the Services in combination with products, data, or services not provided by SWATS AI, where the claim would have been avoided but for the combination; (c) modification of the Services by anyone other than SWATS AI; (d) use of the Services after SWATS AI notifies Customer to discontinue due to an infringement claim, or use of other than the most current release made available to Customer; (e) trials, free tiers, or Beta Services; (f) Third-Party Services; or (g) Customer’s breach of these Terms.
12.3 Remedies.
If the Services become, or in SWATS AI’s reasonable opinion are likely to become, the subject of an infringement claim, SWATS AI may at its option and expense (a) procure the right for Customer to continue using the Services, (b) modify or replace the Services so they are non-infringing while materially preserving functionality, or (c) terminate the affected subscription and refund prepaid, unused Fees for the terminated portion of the Subscription Term. Sections 12.1 through 12.3 state SWATS AI’s sole liability and Customer’s exclusive remedy for any claim of intellectual property infringement.
12.4 By Customer.
Customer will defend and indemnify SWATS AI, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim, and all damages, liabilities, penalties, costs, and reasonable attorneys’ fees arising from: (a) Customer Data, Input, or Output, including any claim that Customer Data infringes or misappropriates a third party’s rights or violates privacy, publicity, biometric, or data protection law; (b) Customer’s or an Authorized User’s use of the Services in violation of these Terms or applicable law; (c) Restricted Data submitted in breach of Section 5.4; (d) Customer’s reliance on Output or the use, distribution, or publication of Output; or (e) any dispute between Customer and its own customers, employees, or end users relating to the Services.
12.5 Procedure.
The indemnified party will (a) promptly notify the indemnifying party in writing of the claim (delay excuses the indemnifying party only to the extent it is materially prejudiced), (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement imposing liability or a non-monetary obligation on the indemnified party may be entered without its prior written consent, not to be unreasonably withheld, and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with counsel of its own choosing at its own expense.
13. Limitation of Liability
13.1 Exclusion of Certain Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR DATA USE, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SWATS AI UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR SERVICES PROVIDED WITHOUT CHARGE, INCLUDING TRIALS, FREE TIERS, AND BETA SERVICES, SWATS AI’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
13.3 Exclusions from the Limitations.
The limitations in Sections 13.1 and 13.2 do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 12; (c) Customer’s breach of Section 7.1 or infringement or misappropriation of SWATS AI’s intellectual property rights; (d) a party’s gross negligence, willful misconduct, or fraud; or (e) liability that cannot be limited under applicable law.
13.4 Allocation of Risk.
The limitations in this Section apply notwithstanding the failure of essential purpose of any limited remedy, reflect an agreed allocation of risk between the parties, and form an essential basis of the bargain. The Fees would be materially higher absent these limitations. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you, in which case liability is limited to the greatest extent permitted by law.
13.5 Time to Bring Claims.
Except for claims for non-payment or infringement of intellectual property rights, and except where a shorter period is not permitted by applicable law, no action arising out of these Terms may be brought more than one (1) year after the cause of action accrued.
14. Compliance with Laws
14.1 General.
Each party will comply with all laws and regulations applicable to its performance and use of the Services. Customer is solely responsible for determining whether the Services are appropriate for its regulatory environment and industry and for using the Services in a manner consistent with its own legal, regulatory, and professional obligations.
14.2 Export Control and Sanctions.
The Services are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Customer represents that it and its Authorized Users are not (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (b) identified on any U.S. government restricted-party list. Customer will not export, re-export, or make the Services available to any restricted party or for any prohibited end use, including nuclear, chemical, biological weapons, or missile technology end uses.
14.3 Anti-Corruption.
Neither party will offer, promise, or provide anything of value to any government official or other person to obtain an improper advantage in connection with these Terms, in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or comparable laws.
14.4 U.S. Government End Users.
The Services are "commercial products" consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 2.101. U.S. Government end users acquire only those rights set forth in these Terms, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4.
14.5 International Use.
The Services are operated from the United States and Customer Data may be processed and stored in the United States and other jurisdictions where SWATS AI or its subprocessors operate. We make no representation that the Services or Output are appropriate, lawful, or available for use in any particular jurisdiction, and Customer accessing the Services from outside the United States does so on its own initiative and is responsible for compliance with local law, including data localization, data transfer, consumer protection, and AI regulation. Where the GDPR or UK GDPR applies to SWATS AI’s processing, the DPA and its transfer mechanisms, including the EU Standard Contractual Clauses and the UK Addendum, govern that processing.
14.6 Accessibility.
SWATS AI is committed to making the Services usable by people with disabilities and works toward alignment with recognized accessibility standards. Customer may report accessibility issues at accessibility@swats.ai.
15. Electronic Communications and Notices
15.1 Consent to Electronic Records.
Customer consents to receive communications, agreements, disclosures, and notices from SWATS AI electronically, including by email and through the Services, and agrees that electronic delivery satisfies any legal requirement that a communication be in writing. Customer may withdraw this consent by written notice, but doing so may require termination of the Services.
15.2 Marketing and Automated Messages.
Customer may opt out of marketing emails using the unsubscribe mechanism in those messages. Transactional, billing, security, and service messages are not marketing and may not be opted out of while an account remains active. If Customer provides a mobile number and consents to receive text messages, message and data rates may apply, and Customer may opt out by replying STOP.
15.3 Notices.
Legal notices to SWATS AI must be sent to legal@swats.ai and, for notices of breach, termination, indemnification, or dispute, also by nationally recognized overnight courier to SWATS AI’s principal business address then listed on the Site or in the applicable Order Form, Attn: Legal. Notices to Customer may be given by email to the address associated with Customer’s account or by posting in the Services. Notice is effective on receipt for courier delivery and on the date sent for email, absent a bounce or delivery failure.
16. Dispute Resolution; Binding Arbitration; Class Waiver
16.1 Informal Resolution.
Before initiating arbitration or litigation, the party raising a dispute must send a written notice of dispute to the other party describing the nature and basis of the claim and the relief sought. The parties will attempt in good faith to resolve the dispute through discussions between executives with settlement authority for sixty (60) days after receipt. This informal process is a condition precedent to commencing arbitration, and any applicable limitations period is tolled during it.
16.2 Agreement to Arbitrate.
Except as provided in Section 16.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, breach, termination, enforceability, or validity, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or, where the dispute involves a consumer, its Consumer Arbitration Rules. The arbitration will be conducted before a single arbitrator, seated in Austin, Texas, in the English language. The arbitrator has exclusive authority to resolve issues of arbitrability, except that a court has exclusive authority to decide the enforceability of Section 16.3. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.
16.3 Class Action and Jury Trial Waiver.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON THAT PARTY’S INDIVIDUAL CLAIM. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. If this Section 16.3 is found unenforceable as to any claim or request for relief, that claim or request will be severed and litigated in the courts identified in Section 17, and the remainder will proceed in arbitration.
16.4 Coordinated Claims.
If twenty-five (25) or more similar demands for arbitration are asserted against SWATS AI by or with the assistance of the same or coordinated counsel, the parties will cooperate with the administrator to batch the demands into groups of no more than fifty (50), each resolved by a single arbitrator, with the results of an initial bellwether group used to inform global resolution of the remainder. Filing and administrative fees will be assessed on a per-batch rather than per-case basis, and any applicable limitations period is tolled for demands held in abeyance.
16.5 Exceptions.
Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information. Either party may also bring an action to collect undisputed amounts owed.
16.6 Costs.
Arbitration fees and costs are governed by the applicable AAA rules. Where the claimant is a consumer, SWATS AI will pay filing, administrative, and arbitrator fees in excess of what the claimant would have paid to file in court. Each party bears its own attorneys’ fees except where a statute or these Terms provide otherwise, and the arbitrator may award fees and costs to the prevailing party to the extent authorized by applicable law.
16.7 Right to Opt Out.
You may opt out of this arbitration agreement by sending written notice to legal@swats.ai with the subject line "Arbitration Opt-Out," including your name, account email, and a clear statement that you decline to arbitrate, within thirty (30) days after you first accept these Terms. Opting out does not affect any other provision of these Terms, and will not adversely affect your relationship with SWATS AI. If you opt out, disputes will be resolved in the courts identified in Section 17.
16.8 Changes.
If SWATS AI materially amends this Section 16 after the date you first accepted these Terms, you may reject the amendment by written notice within thirty (30) days of the change, in which case the version of Section 16 in effect immediately before the amendment will govern disputes arising before the amendment.
17. Governing Law and Venue
These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 16, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas, and each party waives any objection to venue or forum non conveniens. Nothing in this Section deprives a consumer resident in a jurisdiction whose law grants non-waivable rights of the protection of those provisions or of the right to bring proceedings in the courts of that jurisdiction where required by law.
18. General Provisions
18.1 Entire Agreement.
These Terms, together with all Order Forms, the Privacy Policy, any DPA, and any policies incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous proposals, understandings, and communications, written or oral. Neither party has relied on any statement or representation not set forth in these Terms.
18.2 Amendment and Waiver.
Except as provided in Section 1.5, these Terms may be amended only by a writing signed by both parties. No failure or delay in exercising a right operates as a waiver, and no waiver is effective unless in writing.
18.3 Assignment.
Customer may not assign or transfer these Terms, by operation of law or otherwise, without SWATS AI’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided the successor is not a competitor of SWATS AI and Customer gives written notice. SWATS AI may assign these Terms without restriction. Any purported assignment in violation of this Section is void. These Terms bind and inure to the benefit of the parties’ permitted successors and assigns.
18.4 Subcontractors.
SWATS AI may use Affiliates, subcontractors, and subprocessors to provide the Services and remains responsible for their performance and for their compliance with these Terms.
18.5 Force Majeure.
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor disruption, governmental action, utility or telecommunications failure, internet or cloud provider outage, denial-of-service attack, or failure of a third-party model provider (each, a "Force Majeure Event").
18.6 Independent Contractors.
The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and neither party has authority to bind the other.
18.7 No Third-Party Beneficiaries.
These Terms confer no rights or remedies on any person other than the parties and their permitted successors and assigns, except that SWATS AI’s Affiliates, licensors, and suppliers are intended beneficiaries of Sections 10.3, 12, and 13.
18.8 Severability.
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will remain in full force and effect.
18.9 Interpretation.
Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies. These Terms are drafted in English, and any translation is for convenience only; the English version controls.
18.10 California Users.
Under California Civil Code Section 1789.3, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
18.11 Contact.
Questions about these Terms may be directed to SWATS AI at legal@swats.ai or to SWATS AI’s principal business address then listed on the Site or in the applicable Order Form.
Las preguntas sobre estos Términos pueden dirigirse a legal@swats.ai.