Terms of Service

These Terms of Service ("Terms") govern the use of the Swarmio website, platform, and related services. Please read them carefully before using Swarmio.

1. Introduction

1.1 Swarmio Inc., with its registered office at TD Canada Trust Tower, 161 Bay Street, 27th Floor, PO Box 508, Toronto, Ontario, M5J 2S1, Canada, operates an edge cloud orchestration and monetization platform designed to enable telecommunications operators to productize, deploy, and monetize edge infrastructure across multiple verticals (hereinafter, the "Swarmio Platform" or "Platform").

1.2 The Swarmio Platform is offered as a cloud-based service, providing unified orchestration, automation, billing, and operational management across distributed edge, MEC, data center, and cloud environments.

1.3 These Terms apply to telecommunications operators, enterprise organizations, partners, and their authorized employees or representatives (hereinafter collectively "Customers"). These Terms do not apply to individual consumers acting in a personal capacity.

2. Definitions

2.1 Customer – The legal entity or organization entering into an agreement with Swarmio for use of the Platform.

2.2 User – A natural person authorized by the Customer to access and use the Platform.

2.3 Platform – The hosted Swarmio Core platform, including all web-based and API-accessible applications, updates, improvements, and related services provided by Swarmio.

2.4 Subscription – The commercial license to access the Platform and its features according to the Customer's selected plan or agreement.

2.5 Support Services – Technical support, onboarding, implementation assistance, and ongoing operational support provided by Swarmio.

3. Scope of Application

3.1 These Terms govern all contractual relationships between Customers and Swarmio concerning use of the Platform.

3.2 Deviating or conflicting general terms of the Customer shall not apply unless expressly agreed to in writing by Swarmio.

3.3 Individual written agreements between Swarmio and the Customer, including Master Service Agreements or deployment-specific terms, take precedence over these Terms.

4. Subject of the Contract

4.1 Swarmio grants Customers and their authorized Users access to the Platform on a subscription or contractual basis. The Customer receives a non-exclusive, time-limited right to use the Platform in accordance with these Terms.

4.2 Swarmio continuously develops and improves the Platform. Customers are entitled to access the most current version available during their subscription period.

4.3 No transfer of software, source code, proprietary algorithms, or backend infrastructure takes place. The Platform is provided solely as a hosted service. Swarmio's proprietary technology, including but not limited to its patented predictive orchestration engine (U.S. Patent No. 11,063,881), remains the exclusive property of Swarmio.

5. Services of Swarmio

5.1 Hosting and Availability – Swarmio operates and maintains the Platform with commercially reasonable efforts to ensure high availability. Planned maintenance will be announced in advance where possible.

5.2 Updates and Development – The Platform is regularly updated with enhancements, new capabilities, and security improvements. Swarmio reserves the right to add, modify, or deprecate features, provided the overall value and functionality of the service is maintained.

5.3 Support – Swarmio provides Customers with access to support services as defined in the applicable service agreement or plan.

5.4 Exclusions – Swarmio does not provide legal, regulatory, financial, or compliance advice. Customers are solely responsible for ensuring their own regulatory compliance in their respective jurisdictions.

6. Fees and Payment

6.1 Fees are specified in the Customer's order, agreement, or selected plan and are billed in accordance with the agreed terms.

6.2 All fees are exclusive of applicable taxes unless stated otherwise.

6.3 Payments must be made via accepted payment methods as specified in the applicable agreement.

6.4 Failure to pay fees may result in suspension or termination of access to the Platform.

6.5 Swarmio reserves the right to adjust fees with 30 days' written notice prior to the next renewal period.

7. Grant of Rights

7.1 Customers are granted a non-transferable, non-sublicensable right to access and use the Platform during the subscription or contract term.

7.2 Customers may not:

• Copy, modify, decompile, or reverse-engineer the Platform or its underlying software.

• Rent, sell, sublicense, or otherwise make the Platform available to unauthorized third parties.

• Use the Platform for unlawful purposes or in a manner that infringes on the rights of Swarmio or any third party.

7.3 All intellectual property rights in the Platform, including patents, trademarks, copyrights, trade secrets, and proprietary technology, remain the exclusive property of Swarmio Inc.

8. Customer Obligations

8.1 Customers are responsible for ensuring that only authorized Users access the Platform and that access credentials are kept confidential.

8.2 Customers shall maintain accurate account information and promptly notify Swarmio of any unauthorized use.

8.3 Customers must comply with all applicable laws and regulations and may not use the Platform for fraudulent, illegal, or harmful activities.

8.4 Customers are responsible for maintaining their own data backups where applicable.

9. Term and Termination

9.1 The term of the agreement begins on the effective date specified in the order confirmation or executed agreement.

9.2 Subscriptions renew automatically unless terminated in accordance with the notice period specified in the applicable agreement.

9.3 Either party may terminate the agreement for cause, including material breach, insolvency, or bankruptcy.

9.4 Upon termination, Customer access will be deactivated. Customer data may be retained for a limited period to allow data export, after which it will be permanently deleted in accordance with Swarmio's data retention policies.

10. Data Protection and Confidentiality

10.1 Swarmio processes personal data in compliance with applicable data protection laws, including Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the European General Data Protection Regulation (GDPR).

10.2 A separate Data Processing Agreement may apply where Swarmio processes personal data on behalf of the Customer.

10.3 Both parties agree to treat confidential information disclosed during the contractual relationship as strictly confidential and to use it only for the purposes contemplated by the agreement.

11. Liability

11.1 The Platform is provided "as is" and Swarmio disclaims all warranties to the maximum extent permitted by applicable law.

11.2 Swarmio shall not be liable for indirect, incidental, special, or consequential damages, including but not limited to lost profits, lost revenue, or data loss.

11.3 Swarmio's aggregate liability in any 12-month period shall not exceed the total fees paid by the Customer to Swarmio in that period.

11.4 Nothing in these Terms limits liability for gross negligence, willful misconduct, fraud, or injury to life, body, or health.

12. Amendments to Terms

12.1 Swarmio may amend these Terms to reflect changes in law, technology, or services.

12.2 Material changes will be communicated to Customers at least 30 days before taking effect.

12.3 Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

13. Final Provisions

13.1 These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.2 The courts of the Province of Ontario, located in Toronto, shall have exclusive jurisdiction over any disputes arising under these Terms, unless otherwise required by applicable law.

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

13.4 Customers may not assign or transfer rights or obligations under these Terms without prior written consent from Swarmio.