Master Services Agreement

Last Updated: August 25, 2025

This Master Services Agreement (the “Agreement”) creates a contract between you or the entity you represent (“Customer”) and Swarmify (“Swarmify”). This Agreement governs your access to and use of the services, software, and associated platforms provided by Swarmify (collectively, the “Service”).

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY USING THE SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

1. The Service

1.1. Provision of Service.

Swarmify will make the Service available to Customer pursuant to this Agreement and any applicable ordering documents or online sign-up flows (“Order Form”).

1.2. Customer Affiliates.

Customer’s affiliates may purchase and use the Service under the terms of this Agreement, provided that Customer shall be jointly and severally liable for all acts, omissions, and financial obligations of any such affiliate.

1.3. Account Limitation.

Each Customer, defined as a single individual or legal entity, is permitted to have only one Swarmify account, unless authorized in writing by Swarmify. Creating or maintaining multiple accounts for any reason, including but not limited to circumventing the terms of this Agreement or any Service limitations, is strictly prohibited. Swarmify reserves the right, in its reasonable discretion, to investigate, consolidate, or terminate any duplicate or excessive accounts.

1.4. Customer Responsibilities.

Customer will (a) be responsible for all acts, omissions, and financial obligations occurring under its account; (b) use the Service only in accordance with this Agreement, any applicable Order Form, and all applicable laws and government regulations; (c) be responsible for the accuracy, quality, and legality of any data, content, or materials submitted by Customer to the Service (“Customer Content”); and (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Swarmify promptly of any such unauthorized access or use.

1.5. Service Levels.

No service levels or credits apply unless expressly set forth in an Order Form or a separate Service Level Agreement (SLA) document referenced herein. Customer’s sole and exclusive remedy for failure to meet any Service Levels set forth in an applicable SLA is the credit or refund expressly described in such SLA. This sole-remedy provision does not limit claims for breach of confidentiality, data-protection obligations, or willful misconduct. No service credits shall be awarded for any failure to meet a Service Level that is due to an Excused Outage (as defined in Section 7.3).

1.6. Free, Beta, or Trial Services.

From time to time, Swarmify may offer Free, Beta, or Trial Services. They are provided ‘AS IS’ with no SLA, support, or indemnity, may be changed or discontinued at any time, and are excluded from credits. Notwithstanding Section 6.3, liability for Free, Beta, or Trial Services is capped at USD $100 in the aggregate.

1.7. Service Changes.

Swarmify may modify features or functions of the Service from time to time, provided such changes do not materially reduce the core functionality of the Service purchased under an active Order Form. Changes will not reduce any uptime or support commitments set out in an applicable SLA during a then-current Service Term.

1.8. Privacy Policy.

Swarmify’s collection and use of personal data in connection with the Service is also governed by Swarmify’s Privacy Policy, available at https://swarmify.com/legal/privacy/.

2. Usage Policies & Service Integrity

2.1. Acceptable Use.

Customer agrees not to use the Service to store, transmit, or display Customer Content that: (a) is illegal, defamatory, harassing, fraudulent, or obscene; (b) infringes upon or violates the intellectual property rights of a third party; (c) contains viruses, malware, or other malicious code; or (d) is intended to abuse, disrupt, or interfere with the security or performance of the Service. Swarmify may suspend the Service immediately for (i) violations of this Section 2 or applicable law, (ii) security risks, or (iii) to prevent harm to Swarmify or third parties. For other issues, Swarmify will provide at least ten (10) days’ prior written notice and an opportunity to cure before suspension, consistent with Section 2.2.

2.2. Service Integrity and Resource Management.

Swarmify is committed to maintaining the integrity, stability, and performance of the Service for all customers. While the Service may be offered on a basis described as “unlimited” or unmetered, Customer’s usage is subject to this Agreement and our Fair Use Policy (incorporated by reference and subject to updates under Section 7.2), available at https://swarmify.com/legal/fair-use-policy/. Swarmify may monitor use of the Service to identify any patterns of use that, in its reasonable judgment: (a) materially degrade the performance, security, or stability of the Service for Customer or other customers; (b) create a security or compliance risk; or (c) are uneconomical or place an undue burden on its infrastructure. Except for emergency actions needed to protect the Service, Swarmify will give at least ten (10) days’ prior written notice and a reasonable opportunity to cure or move to an alternative plan. If excessive usage continues, Swarmify may (i) propose an alternative plan or custom pricing, (ii) implement reasonable technical limits, or (iii) pass through at-cost third-party charges actually incurred as a direct result of such usage, plus up to a ten percent (10%) administrative fee. Any pass-through fees will be itemized and invoiced monthly in arrears.

2.3. Copyright Complaints.

Swarmify responds to notices of alleged copyright infringement consistent with 17 U.S.C. §512 (DMCA). Upon receipt of a compliant notice, Swarmify may remove or disable access to the allegedly infringing content and notify Customer, who may submit a counter-notice where permitted. Swarmify may terminate access for repeat infringers. Information regarding Swarmify’s designated agent for copyright complaints is available at https://swarmify.com/legal/dmca/. If Customer cannot locate the designated agent information, Customer may send notices to the Notice address in Section 7.6 labeled “DMCA Notice.”

2.4. Audit.

Swarmify may audit Customer’s use of the Service no more than once in any twelve (12) month period, on at least fifteen (15) days’ prior notice during normal business hours, and in a manner that does not unreasonably interfere with operations. If an audit reveals usage materially in excess of purchased rights (at least five percent (5%)), Customer will promptly purchase the excess and pay reasonable audit costs. Each party’s non-public information disclosed in connection with an audit is that party’s Confidential Information.

2.5. Restrictions.

Customer shall not (and shall not permit any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; circumvent usage limits; or access the Service to build a competitive product or service. The foregoing restrictions do not apply to the extent prohibited by applicable law or by the license terms of any open-source components included in the Service.

2.6. High-Risk Activities.

The Service is not designed for use in hazardous environments requiring fail-safe performance; Customer shall not use the Service where failure could lead to death, personal injury, or severe environmental damage.

3. Fees and Payment

3.1. Fees.

Customer will pay all fees specified in the applicable Order Form. Except as otherwise specified herein or in an Order Form, (a) fees are based on the Service purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Service Term. Notwithstanding the foregoing, fees under Section 2.2 may be invoiced as pass-through charges if applicable. Unless otherwise specified in an Order Form, all fees are denominated and payable in U.S. dollars (USD).

3.2. Invoicing and Payment.

Invoices are due and payable within thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Swarmify and notifying Swarmify of any changes. Past due amounts are subject to a finance charge of 1.5% per month or the highest rate permitted by law, whichever is lower, plus reasonable collection costs. Payments shall be made without setoff or counterclaim.

3.3. Taxes.

All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. Payments shall be made free and clear of deductions. If Customer must withhold taxes, it shall gross-up the payment so Swarmify receives the amount it would have received absent the withholding.

3.4. Suspension for Non-Payment.

Swarmify may suspend the Service if any amount owing by Customer is five (5) business days or more overdue. Swarmify will provide at least two (2) business days’ prior notice before suspending the account.

3.5. Deposits.

Swarmify may require Customer to make a refundable deposit of up to two (2) months’ estimated charges for Service as a condition of providing or continuing Service if Swarmify reasonably determines that Customer has had an adverse change in financial condition or presents a credit risk. The deposit will be credited to Customer’s account upon termination of Service, with any remaining balance refunded. Swarmify may apply the deposit to any overdue amounts without prior notice; Customer shall replenish the deposit within ten (10) days of request.

3.6. Disputed Amounts.

If Customer reasonably disputes any invoiced amount, Customer shall pay the undisputed portion when due and provide written notice of the dispute with reasonable detail within thirty (30) days of the invoice date. The parties will work in good faith to resolve the dispute promptly. Amounts resolved in Swarmify’s favor are due within ten (10) days, with finance charges accruing from the original due date.

3.7. Regulatory and Legal Changes.

If a change in applicable law, regulation, or order materially increases Swarmify’s cost to provide the Service or materially affects performance, Swarmify may (a) pass through the increased costs on a prospective basis after thirty (30) days’ notice, and (b) if it does so, Customer may terminate the affected Service by notice within thirty (30) days, with a pro-rata refund of prepaid, unused fees.

4. Term and Termination

4.1. Term of Agreement.

This Agreement commences on the date Customer first accepts it and continues until all Service subscriptions have expired or have been terminated.

4.2. Service Term and Renewals.

The term of each Service subscription shall be as specified in the applicable Order Form (“Service Term”). Except as otherwise specified, subscriptions will automatically renew for additional periods equal to the expiring Service Term, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Service Term.

4.3. Termination for Cause.

A party may terminate this Agreement for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; provided, however, that the cure period for any failure by Customer to pay any fee when due, except for fees that are the subject of a good-faith dispute pursuant to Section 3.6, shall be five (5) business days following written notice of such failure; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

4.4. Effect of Termination.

Upon termination for any reason, Customer shall immediately cease all use of the Service and pay any unpaid fees. Upon request, each party will return or destroy all Confidential Information of the other party.

4.5. Termination Liability.

If Customer terminates this Agreement for any reason other than Swarmify’s uncured material breach, or if Swarmify terminates for Customer’s uncured material breach, Customer shall pay Swarmify an early termination fee equal to the sum of: (i) 100% of the remaining Recurring Fees (i.e., the then-current recurring subscription fees for the Service Term, regardless of billing frequency) for the first twelve (12) months of the then-current Service Term, and (ii) 50% of the remaining Recurring Fees for any balance of the Service Term thereafter. The parties agree that this fee is not a penalty but a reasonable estimate of the actual damages Swarmify would incur due to early termination.

4.6. Data Portability and Deletion.

Upon Customer’s written request made within thirty (30) days after the effective date of termination, Swarmify will make Customer Content available for export or download. After such 30-day period, Swarmify will have no obligation to maintain or provide any Customer Content and will thereafter delete or destroy all copies of Customer Content in its systems or otherwise in its possession or control, except for backup archives retained in the ordinary course; such copies remain subject to Section 5.4 and are deleted per standard rotation. Notwithstanding the foregoing, Swarmify may retain Customer Content to the extent required by applicable law or for the duration of a reasonable legal hold, in each case subject to Section 5.4.

5. Intellectual Property & Confidentiality

5.1. Reservation of Rights.

Swarmify and its licensors own all right, title, and interest, including all related intellectual property rights, in and to the Service. No rights are granted to Customer hereunder other than as expressly set forth herein. Third-party or open-source components included in the Service are licensed under their respective licenses.

5.2. Customer Content.

As between the parties, Customer owns all Customer Content. Customer grants Swarmify a worldwide, limited-term license to host, copy, transmit, and display Customer Content as reasonably necessary for Swarmify to provide the Service in accordance with this Agreement. Customer is solely responsible for maintaining independent backup copies of all Customer Content. Customer acknowledges that the Service is not intended to be a data archiving or “vault” service and agrees that Swarmify has no obligation to preserve Customer Content and shall have no liability for any claims relating to the destruction, loss, or corruption of Customer Content.

5.3. Feedback.

Customer grants Swarmify a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer relating to the operation of the Service.

5.4. Confidentiality.

Definition. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party without restriction prior to its disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without restriction.

Protection and Use. The Receiving Party will use the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care) to (1) not use any Confidential Information for any purpose outside the scope of this Agreement, and (2) limit access to Confidential Information to those of its employees, contractors, and advisors who need that access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or court order, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

Duration. The obligations in this Section 5.4 survive for three (3) years after disclosure; trade secrets are protected for so long as they remain trade secrets under applicable law.

5.5. Usage Data.

Swarmify may collect and use de-identified and aggregated data regarding use of the Service to operate, analyze, and improve the Service and for benchmarking, provided such data does not identify Customer or any end user.

6. Warranties, Disclaimers, and Liability

6.1. Warranties.

Each party warrants that it has the legal power to enter into this Agreement. Swarmify warrants that it will provide the Service in a manner consistent with general industry standards.

6.2. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS,” AND SWARMIFY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SWARMIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6.3. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. The foregoing cap does not apply to (a) a party’s indemnification obligations under Section 8, (b) Customer’s payment obligations, (c) the calculation of amounts due under Section 4.5 (Termination Liability), or (d) a party’s breach of Section 5.4 (Confidentiality).

6.4. Exclusion of Consequential Damages.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.5. Non-Excludable Liability.

Nothing in this Agreement limits liability to the extent such limitation is prohibited by law, including for a party’s gross negligence or willful misconduct.

7. General Provisions

7.1. Governing Law and Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted in the state or federal courts located in Brevard County, Florida. The parties consent to the exclusive jurisdiction and venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

7.2. Changes to this Agreement.

Swarmify may modify this Agreement by posting an updated version and notifying Customer. Material adverse changes will not apply during a then-current Service Term and will take effect on renewal. If Swarmify makes a material adverse change, Customer may terminate the affected Service by giving notice within thirty (30) days after notice of the change, and Swarmify will refund any prepaid, unused fees for the terminated portion of the Service Term. Updates to the Fair Use Policy that address security, legal compliance, or service integrity may apply during a then-current Service Term with at least ten (10) days’ prior notice.

7.3. Force Majeure.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) for causes beyond that party’s reasonable control, including but not limited to acts of God, riots, war, terrorism, embargoes, public health crises, strikes, and disruptions in essential utilities or internet service (each, a “Force Majeure Event”). Scheduled maintenance and Force Majeure Events are collectively referred to as “Excused Outages” (each, an “Excused Outage”). For the purposes of this Agreement, “Scheduled Maintenance” means maintenance activities for which Swarmify provides at least forty-eight (48) hours prior notice to Customer.

7.4. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent; provided, however, either party may assign this Agreement in its entirety, without the other party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Swarmify may object on reasonable grounds to an assignment to a direct competitor; if the parties cannot resolve the objection within thirty (30) days, Swarmify may terminate the affected Order Forms with a pro-rata refund of prepaid, unused fees.

7.5. Entire Agreement.

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

7.6. Notices.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices to Swarmify must be sent to legal@swarmify.com (or the notice address posted by Swarmify), with the subject ‘Legal Notice’. Notices to Customer may be sent to the administrative email(s) listed in Customer’s account. Notices posted to the Swarmify dashboard and accompanied by email notice constitute written notice.

7.7. Order of Precedence.

In the event of a conflict among documents, an Order Form controls over this Agreement. For Service Levels and credits, the SLA controls to the extent of conflict. The Fair Use Policy supplements this Agreement and does not override it in the event of a conflict, except as expressly permitted under Section 7.2. In the event of a conflict, the DPA controls over both this Agreement and any Order Form.

7.8. Survival.

Sections 3, 4.4–4.6, 5, 6, 7.1–7.8, 8, and 9 survive termination or expiration of this Agreement, and any provisions which by their nature should survive termination or expiration.

7.9. E-Signatures; Clickwrap.

The parties consent to the use of electronic signatures and records. Swarmify’s records of click-through acceptance (including timestamp, IP address, and user ID) constitute execution of this Agreement by Customer.

7.10. Export & Compliance.

Each party will comply with applicable anti-corruption, export control, and sanctions laws. Customer will not permit use of the Service in violation of such laws.

7.11. Publicity.

Swarmify may use Customer’s name and logo in lists of customers and general marketing materials. For any other promotional use, Swarmify will obtain Customer’s prior written consent (email sufficient). Customer may opt-out of name/logo listing by written notice; Swarmify will remove such references within a reasonable time.

7.12. Severability; Waiver.

If any provision of this Agreement is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party’s failure to enforce any provision is not a waiver of its right to do so later.

7.13. Independent Contractors; No Third-Party Beneficiaries.

The parties are independent contractors; this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries to this Agreement.

7.14. Subprocessors and Subcontractors.

Customer authorizes Swarmify to use affiliates and third-party subprocessors/subcontractors to provide the Service. Swarmify remains responsible for their performance. A current list of subprocessors is available from Swarmify and may be updated from time to time. Where Personal Data is processed, the DPA governs subprocessor engagement.

7.15. Time Limit to Bring Claims.

Any claim arising out of or related to this Agreement must be filed within one (1) year after the cause of action accrues, or it is permanently barred, to the extent permitted by law.

7.16. Equitable Relief.

A breach or threatened breach of Sections 2.5 (Restrictions), 5.1 (Reservation of Rights), or 5.4 (Confidentiality) may cause irreparable harm; the non-breaching party may seek injunctive relief in addition to other remedies and may do so without posting bond or other security.

8. Indemnification

8.1. Swarmify IP Indemnity.

Swarmify will defend Customer against any third-party claim that the Service, as provided by Swarmify and used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property right(s), and will pay damages and reasonable attorneys’ fees finally awarded by a court or agreed in settlement. If a claim arises, Swarmify may (i) procure the right for Customer to continue using the Service, (ii) replace or modify the Service so it is non-infringing, or (iii) terminate the impacted Service and refund any prepaid, unused fees for the terminated portion of the Service Term. This obligation does not apply to claims arising from: (a) Customer Content; (b) combinations with products or data not provided by Swarmify; (c) use of a legacy or modified version of the Service when an updated version would avoid the claim; or (d) use in violation of this Agreement.

8.2. Customer Indemnity.

Customer will defend Swarmify against any third-party claim arising from Customer Content or Customer’s use of the Service in violation of Section 2, and will pay damages and reasonable attorneys’ fees finally awarded by a court or agreed in settlement.

8.3. Procedure.

The indemnified party must promptly notify the indemnifying party in writing of any claim, provide reasonable cooperation at the indemnifying party’s expense, and grant the indemnifying party sole control of the defense and settlement (provided any settlement unconditionally releases the indemnified party and does not impose obligations other than payment of money). A failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced.

9. Data Protection & Security

For purposes of this Section 9, ‘Customer Personal Data’ means personal data (as defined in the DPA) contained in Customer Content that Swarmify processes on Customer’s behalf.

9.1. Security.

Swarmify will implement and maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the data, designed to protect Customer Content and Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

9.2. Personal Data; DPA.

To the extent Swarmify processes Personal Data on Customer’s behalf, the parties will comply with applicable data protection laws (including GDPR/UK GDPR/CCPA to the extent applicable). The Data Processing Addendum (DPA) is incorporated by reference and is available upon request or at https://swarmify.com/legal/dpa/; in the event of conflict, the DPA controls.

9.3. Security Incident Notice.

Swarmify will notify Customer within seventy-two (72) hours after confirming a Security Incident (as defined in the DPA) affecting Customer Personal Data within Swarmify’s control, and will provide timely information reasonably required for Customer to meet its incident-response obligations.