Terms of Service

By accessing or using the Sweven Facilities Maintenance platform, including our web application, mobile application, API, and any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and your organization ("Client," "you," or "your") and Sweven, LLC. ("Sweven," "we," "our," or "us"). If you are accessing the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must immediately discontinue use of the Services. For enterprise clients, these Terms supplement (and do not replace) any Master Service Agreement ("MSA") entered into separately. In the event of a conflict, the MSA shall control.

Sweven provides an AI-powered facilities management platform that enables Facility Managers and their organizations to: • Manage Work Orders across multiple sites and asset types. • Coordinate vendors for maintenance, inspection, and repair services. • Monitor facilities through IoT sensor integrations. • Automate compliance tracking and scheduling. • Process vendor payments through the Managed or Direct payment model. • Generate financial, operational, and compliance reports. Sweven reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable. Material changes to core functionality will be communicated with at least 30 days' notice.

To use the Services, you must create an account and provide accurate, complete information. You are responsible for: • Maintaining the confidentiality of your login credentials. • All activities that occur under your account. • Notifying Sweven immediately at contact@swevenbpm.com if you suspect unauthorized access to your account. Sweven requires Multi-Factor Authentication (MFA) for all Administrator accounts. Failure to maintain MFA may result in suspension of your account pending verification. You may not share your account credentials with third parties or create accounts for individuals who do not have legitimate need to access the Services. Each admin seat license is for a single named user.

Subject to your compliance with these Terms and payment of applicable fees, Sweven grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during your subscription term. You may use the Services solely for your internal business operations related to facilities management. You may not: • Copy, modify, distribute, or create derivative works based on the Services. • Reverse engineer, decompile, or disassemble any part of the Services. • Access the Services to build a competing product or service. • Use the Services to process data for third parties on a service bureau basis. • Remove or obscure any proprietary notices or labels. • Use automated scripts, bots, or scrapers to access the Services beyond our published API. The number of sites and admin seats you may use is limited to the quantities specified in your subscription plan or MSA.

Sweven's AI Engine may take automated actions on your behalf, including creating Work Orders, dispatching vendors, and sending notifications. You acknowledge and agree that: • Final decision-making authority for all operational matters remains with you as the Facility Manager. • Sweven's automated recommendations are generated based on available data and are advisory in nature. We do not guarantee specific outcomes. • You are responsible for reviewing automated actions and overriding them when appropriate. • Sweven is not liable for operational downtime, property damage, or financial loss resulting from your decision to follow, ignore, or override AI Engine recommendations. • You may configure "Confirm before acting" mode to require your approval before automated actions are executed.

6.1 Vendor Relationships. Sweven facilitates connections between you and third-party service providers ("Vendors"). Physical maintenance contracts are between you and the Vendor. Sweven does not employ Vendors and is not responsible for the quality, timeliness, or safety of their work. 6.2 Managed Vendor Payments. If you elect the Managed Payment model, Sweven will process vendor payments on your behalf through Stripe Connect. Funds are released upon confirmation of service delivery. A processing fee of 1.2% applies to each disbursement. 6.3 Direct Client Payments. If you elect the Direct Payment model, Sweven provides Verified Payment Certificates as documentation of completed work. You are solely responsible for processing payment to Vendors. 6.4 Disputes. Under the Managed model, Sweven will mediate payment disputes on your behalf. Resolution may take up to 15 business days. Under the Direct model, Sweven provides supporting documentation but bears no financial responsibility for dispute outcomes.

Subscription fees are due at the beginning of each billing cycle (monthly or annual, as selected). All fees are non-refundable except as expressly stated herein or required by applicable law. We reserve the right to modify our pricing with 60 days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period. If payment fails, we will make two additional attempts over 7 days before suspending your account. Accounts suspended for non-payment retain read-only access for 14 days. After 14 days, access is terminated and data deletion procedures begin. All fees are exclusive of applicable taxes (VAT, GST, sales tax, etc.). You are responsible for all applicable taxes.

8.1 Sweven's IP. The Services, including all software, AI models, algorithms, user interfaces, documentation, and content created by Sweven, are and remain the exclusive property of Sweven, LLC. and its licensors. These Terms do not grant you any ownership rights in the Services. 8.2 Your Data. You retain full ownership of all data, content, and information you upload to or generate through the Services ("Client Data"). By using the Services, you grant Sweven a limited license to process, store, and use Client Data solely to provide and improve the Services, consistent with our Privacy Policy. 8.3 Feedback. If you provide feedback, suggestions, or feature requests regarding the Services, you grant Sweven a perpetual, royalty-free license to use that feedback without obligation or compensation to you.

Each party acknowledges that it may receive confidential information from the other party in connection with these Terms. Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent, except as required by law. This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of confidential information; or (d) is disclosed with the disclosing party's prior written approval.

Sweven warrants that it will provide the Services in a professional and workmanlike manner consistent with industry standards, and that the Services will materially conform to their documentation. EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SWEVEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SWEVEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SWEVEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF SWEVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SWEVEN'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SWEVEN IN THE 12 MONTHS PRECEDING THE CLAIM. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Sweven and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or third-party right; (c) your Client Data; or (d) the acts or omissions of Vendors you engage through the platform.

These Terms remain in effect for the duration of your subscription. Either party may terminate: • At any time for convenience with 60 days' written notice. • Immediately for material breach if the breach remains uncured 30 days after written notice. • Immediately if the other party becomes insolvent or subject to bankruptcy proceedings. Upon termination: (a) your license to use the Services terminates; (b) you will receive a full data export within 14 days of your request; (c) any outstanding fees become immediately due; and (d) Sweven will begin data deletion procedures 90 days after termination unless you request earlier deletion.

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any dispute arising from or relating to these Terms or the Services will first be subject to good-faith negotiation. If the dispute is not resolved within 30 days, it will be submitted to binding arbitration administered by JAMS under its Commercial Arbitration Rules, with proceedings conducted in English. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

15.1 Entire Agreement. These Terms, together with any MSA, order form, and our Privacy Policy, constitute the entire agreement between you and Sweven regarding the Services. 15.2 Modifications. We may modify these Terms from time to time. Material changes will be communicated with 30 days' notice. Continued use of the Services after the effective date constitutes acceptance. 15.3 Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect. 15.4 No Waiver. Failure to enforce any right or provision does not constitute a waiver of that right. 15.5 Assignment. You may not assign your rights under these Terms without Sweven's prior written consent. Sweven may assign its rights in connection with a merger, acquisition, or asset sale.