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End User License Agreement

Effective date: 1 July 2026 · Supersedes the version dated 19 June 2026

This End User License Agreement (this “Agreement”) is a legally binding contract between SWANN SOFTWARE LIMITED, a company organised under the laws of The Commonwealth of The Bahamas with its principal place of business in Freeport, Grand Bahama, The Bahamas (“Swann Software”, “we”, “us”, or “our”), and the person or entity that registers for, accesses, or uses the Service (“Merchant”, “you”, or “your”). This Agreement governs your access to and use of the Swann Retail software-as-a-service point-of-sale and back-office platform, the related websites, applications, and Software Components, and any associated services made available by Swann Software (collectively, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. BY CREATING AN ACCOUNT, CLICKING “I AGREE” (OR A SIMILAR AFFIRMATION), OR ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT AND BY THE PRIVACY POLICY, WHICH IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICE.

If you accept this Agreement on behalf of a company, partnership, sole proprietorship, or other entity or business, you represent and warrant that you have full legal authority to bind that entity or business, in which case “you” and “Merchant” refer to that entity or business. The Service is made available solely for business and commercial use; it is not offered to consumers, and you must be of legal age and capacity to enter into a binding contract in your jurisdiction.

Table of contents

  1. 1. Definitions
  2. 2. Acceptance; Modifications to this Agreement
  3. 3. The Service; Software Components; Provisioning
  4. 4. Licence Grant; Scope of Use
  5. 5. Licence Restrictions
  6. 6. Accounts; Authorised Users; Credential Security
  7. 7. Merchant Data; Licence to Swann Software
  8. 8. Usage Data; Aggregated Data; Derived Materials
  9. 9. Feedback
  10. 10. Merchant Responsibilities; Compliance with Laws
  11. 11. Third-Party Services and Integrations
  12. 12. Payments; No Payment-Processing Services
  13. 13. Hardware and Peripherals
  14. 14. Mobile Application Terms
  15. 15. Fees; Billing; Taxes
  16. 16. Confidentiality
  17. 17. Intellectual Property; Trademarks; Publicity
  18. 18. Privacy
  19. 19. Beta and Preview Features
  20. 20. Support; Maintenance; Modifications; Availability
  21. 21. Suspension of the Service
  22. 22. Term and Termination; Data Export
  23. 23. Disclaimer of Warranties
  24. 24. Indemnification
  25. 25. Limitation of Liability
  26. 26. Governing Law; Jurisdiction; Dispute Resolution
  27. 27. Force Majeure
  28. 28. Notices
  29. 29. Assignment
  30. 30. General Provisions
  31. 31. Contact

1. Definitions

In this Agreement, the following terms have the meanings set out below:

  • “Aggregated Data” means data and information derived from Merchant Data, Usage Data, or the use of the Service that has been aggregated, anonymised, or de-identified such that it does not identify the Merchant, any Authorised User, or any natural person.
  • “Applicable Law” means all laws, statutes, regulations, ordinances, orders, and binding codes of practice applicable to a party’s performance under this Agreement, including the laws of The Commonwealth of The Bahamas.
  • “Authorised User” means an individual — such as an owner, employee, contractor, or agent of the Merchant — whom the Merchant authorises to access and use the Service on the Merchant’s behalf under the Merchant’s account.
  • “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the non-public features, architecture, and performance characteristics of the Service.
  • “Documentation” means the user guides, help articles, and other documentation for the Service made available by Swann Software, including at help.retail.swannapps.com, as updated from time to time.
  • “Merchant Data” means the data, records, and content that the Merchant or its Authorised Users submit to, create in, or import into the Service, including the Merchant’s product catalog, categories, inventory records, orders, receipts, deposits, customer records, and configuration data.
  • “Order” means an ordering document, online subscription flow, or written agreement between the parties that specifies the subscription plan, fees, and any commercial terms applicable to the Merchant’s use of the Service.
  • “Software Components” means the client software made available by Swann Software for use with the Service, including the Swann Retail web application, the Swann Retail mobile application for tablets and other devices, and any locally installed utilities such as the Swann Retail print-relay agent.
  • “Third-Party Service” means any product, service, or platform not operated by Swann Software that the Merchant elects to connect to or use with the Service, including Loyverse, QuickBooks Online (Intuit), Google Firebase sign-in, and any payment terminal, acquirer, or processor used by the Merchant.
  • “Usage Data” means technical and operational data generated by or collected through the operation of the Service, including logs, telemetry, diagnostic data, performance metrics, feature-usage statistics, and security event data.

2. Acceptance; Modifications to this Agreement

2.1 Formation. This Agreement takes effect on the earlier of the date you first indicate acceptance and the date you first access or use the Service. Each Order, if any, is governed by and forms part of this Agreement. In the event of a conflict, the order of precedence is: (a) the Order; (b) this Agreement; (c) the Documentation.

2.2 Modifications. Swann Software may amend this Agreement from time to time. We will post the amended Agreement with a revised effective date and, for material amendments, will take reasonable steps to notify you in advance, such as by e-mail or an in-Service notice. Amendments take effect on the stated effective date, and your continued access to or use of the Service after that date constitutes acceptance of the amended Agreement. If you do not agree to an amendment, your sole and exclusive remedy is to stop using the Service and terminate this Agreement under Section 22 before the amendment takes effect.

3. The Service; Software Components; Provisioning

3.1 Hosted service. The Service is a hosted, multi-tenant software-as-a-service offering comprising a point-of-sale register, product catalog, inventory management, order and receipt records, cash and till management, reporting, and related back-office functionality, accessible through the web application at app.retail.swannapps.com and through the Software Components.

3.2 Software Components. Certain parts of the Service are delivered as client software installed on your devices — including the mobile application and the print-relay agent installed on a computer at your business premises to communicate with receipt printers and cash drawers. Software Components are licensed, not sold, are provided solely for use with the Service, and may download and install updates automatically. This Agreement governs all Software Components, together with any additional terms presented at installation.

3.3 Provisioning. We may establish and modify general practices and limits concerning the Service — including storage limits, API rate limits, connected-device limits, and supported hardware — acting reasonably and, where practicable, with notice.

4. Licence Grant; Scope of Use

4.1 Grant. Subject to the Merchant’s continued compliance with this Agreement and payment of all applicable fees, Swann Software grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to: (a) access and use the Service for the Merchant’s internal business purposes; (b) install and run the Software Components on devices owned or controlled by the Merchant, solely for use with the Service; and (c) use the Documentation in support of the foregoing.

4.2 Reservation of rights. The Service and Software Components are licensed, not sold. Swann Software and its licensors reserve all rights, title, and interest not expressly granted in this Agreement. No licence or other right is granted by implication, estoppel, or otherwise.

4.3 Compliance review. Swann Software may monitor and review use of the Service to verify compliance with this Agreement, to enforce usage limits, and to protect the security and integrity of the Service.

5. Licence Restrictions

The Merchant will not, and will not permit any Authorised User or third party to:

  • sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Service or Software Components available to any third party, other than to Authorised Users as permitted by this Agreement;
  • copy, modify, translate, adapt, or create derivative works of the Service, the Software Components, or the Documentation, in whole or in part;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, ideas, algorithms, or non-public APIs of the Service or Software Components, except to the limited extent such a restriction is prohibited by Applicable Law;
  • access or use the Service to develop, or assist a third party to develop, a product or service that competes with the Service, or copy any features, functions, interface designs, or graphics of the Service;
  • perform or publish any benchmark, availability, or performance test of the Service without Swann Software’s prior written consent;
  • use any robot, spider, scraper, or other automated means to access the Service, or bulk-extract data from the Service other than through export features we provide;
  • circumvent, disable, or interfere with any security-related, authentication, tenancy-isolation, or usage-limiting feature of the Service, or probe, scan, or test the vulnerability of the Service without our prior written consent;
  • interfere with or disrupt the integrity or performance of the Service or the data of any other merchant, or attempt to gain unauthorised access to the Service, other accounts, or related systems or networks;
  • use the Service to store or transmit unlawful, infringing, or malicious material, including malware, or to conduct any unlawful, deceptive, or fraudulent activity;
  • remove, obscure, or alter any proprietary notices on or in the Service, the Software Components, or the Documentation; or
  • use the Service other than in accordance with this Agreement, the Documentation, and Applicable Law.

Any use of the Service in breach of this Section 5 is a material breach of this Agreement and may result in immediate suspension or termination under Sections 21 and 22, without prejudice to any other rights or remedies available to Swann Software.

6. Accounts; Authorised Users; Credential Security

6.1 Registration. To use the Service you must register an account and provide accurate, current, and complete information, and keep that information up to date. We may verify your identity or business status at any time and may decline, condition, or revoke registration at our reasonable discretion.

6.2 Authorised Users. The Merchant may permit Authorised Users to access the Service under the Merchant’s account, subject to this Agreement. The Merchant is responsible for: (a) ensuring each Authorised User complies with this Agreement; (b) the acts and omissions of its Authorised Users as if they were the Merchant’s own; and (c) configuring roles, permissions, and register access controls (including register PIN codes) appropriately for its staff.

6.3 Credential security. The Merchant will maintain the confidentiality of all account credentials, register PINs, integration tokens, and devices used to access the Service, and will notify Swann Software promptly at support@swannapps.com of any known or suspected unauthorised access or use. Swann Software is not liable for any loss arising from unauthorised use of the Merchant’s account occurring before we have received such notice and have had a reasonable opportunity to act on it.

7. Merchant Data; Licence to Swann Software

7.1 Ownership. As between the parties and subject to the licences granted in this Agreement, the Merchant retains all right, title, and interest in and to the Merchant Data.

7.2 Licence to Swann Software. The Merchant hereby grants to Swann Software a worldwide, non-exclusive, royalty-free, fully paid-up, transferable (in accordance with Section 29) and sublicensable (to Swann Software’s affiliates, contractors, and service providers) licence to host, store, copy, transmit, display, process, adapt, index, analyse, back up, and otherwise use the Merchant Data: (a) to provide, operate, maintain, secure, and support the Service; (b) to prevent, detect, and investigate fraud, abuse, security incidents, and violations of this Agreement; (c) to develop, improve, and enhance the Service and Swann Software’s other products and services; (d) to derive Aggregated Data as set out in Section 8; (e) to comply with Applicable Law and lawful requests of competent authorities; and (f) as otherwise instructed or authorised by the Merchant. This licence survives termination of this Agreement solely to the extent necessary for the purposes in clauses (b), (d), and (e) and for lawful data-retention practices.

7.3 Merchant warranties regarding data. The Merchant represents and warrants that: (a) it owns or has obtained all rights, consents, and permissions necessary to submit the Merchant Data to the Service and to grant the licence in Section 7.2; (b) the Merchant Data, and its use as contemplated by this Agreement, does not and will not infringe or misappropriate any third-party right or violate Applicable Law; and (c) it has provided all notices and obtained all consents required under applicable privacy and data-protection law with respect to the personal information of its own customers and staff contained in the Merchant Data.

7.4 Responsibility for content. Swann Software does not review Merchant Data for accuracy, legality, or fitness for purpose, assumes no responsibility for it, and acts as a passive host of it except as described in this Agreement and the Privacy Policy. The Merchant is solely responsible for the accuracy, quality, integrity, and legality of the Merchant Data and of the means by which the Merchant acquired it.

7.5 Backups and integrity. Swann Software performs routine operational safeguards intended to protect Merchant Data against loss, but the Service is not an archival system of record. The Merchant is responsible for maintaining independent records where required by Applicable Law, including tax and accounting records.

8. Usage Data; Aggregated Data; Derived Materials

8.1 Usage Data. Swann Software may collect and generate Usage Data in connection with the operation, support, and improvement of the Service. As between the parties, Swann Software exclusively owns all right, title, and interest in and to the Usage Data.

8.2 Aggregated Data. Swann Software may derive, create, and compile Aggregated Data from Merchant Data and Usage Data. As between the parties, Swann Software exclusively owns all right, title, and interest in and to the Aggregated Data and in all analyses, statistics, benchmarks, models, insights, service improvements, and other materials derived from Aggregated Data (collectively, “Derived Materials”), and may use, publish, commercialise, and otherwise exploit the Aggregated Data and Derived Materials for any lawful business purpose, both during and after the Term, provided that Aggregated Data and Derived Materials will not identify the Merchant, any Authorised User, or any natural person and will not include Merchant Confidential Information in identifiable form.

8.3 Further assurances. To the extent the Merchant retains any right, title, or interest in Usage Data, Aggregated Data, or Derived Materials notwithstanding Sections 8.1 and 8.2, the Merchant hereby assigns, and agrees to assign, such right, title, and interest to Swann Software and will execute any documents reasonably requested by Swann Software to perfect such assignment.

9. Feedback

If the Merchant or any Authorised User provides Swann Software with suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service (“Feedback”), the Merchant hereby grants Swann Software a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable licence to use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without restriction, attribution, or compensation. Feedback is provided voluntarily and does not create any confidentiality obligation on Swann Software.

10. Merchant Responsibilities; Compliance with Laws

10.1 Business compliance. The Merchant is solely responsible for the operation of its business and for compliance with all laws applicable to it, including tax collection, remittance and record-keeping, invoicing and receipt requirements, price display, consumer protection, employment, licensing, and accounting obligations. The Service is a tool; using it does not transfer any of these obligations to Swann Software.

10.2 Configuration. The Merchant is solely responsible for the accurate configuration of the Service for its business, including products, prices, tax rates, discounts, currencies, staff roles and permissions, register settings, and connected hardware, and for verifying that receipts and reports produced by the Service satisfy the requirements applicable to the Merchant.

10.3 No professional advice. Reports, figures, journal entries, and other outputs produced by the Service are provided for the Merchant’s convenience and general information only, do not constitute legal, tax, accounting, or other professional advice, and should be independently verified before the Merchant relies on them for any filing, return, or other legal or financial purpose.

10.4 Sanctions and export. The Merchant represents that it is not located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and is not a person listed on any applicable sanctions or restricted-party list. The Merchant will not access or use the Service in violation of any applicable export-control or sanctions laws.

11. Third-Party Services and Integrations

11.1 Optional connections. The Service can interoperate with Third-Party Services that the Merchant elects to connect, such as Loyverse (catalog, inventory, customer, and receipt import) and QuickBooks Online by Intuit (accounting synchronisation), and supports sign-in through Google Firebase Authentication. By connecting a Third-Party Service, the Merchant authorises Swann Software to access and exchange data with that Third-Party Service on the Merchant’s behalf, using the credentials and scopes the Merchant authorises, for so long as the connection remains enabled.

11.2 Independent terms. Third-Party Services are operated by third parties under their own terms of service and privacy policies. The Merchant is solely responsible for its relationship with each Third-Party Service, including accepting its terms, paying its fees, and complying with its rules. Swann Software does not control and is not responsible or liable for any Third-Party Service, including its availability, security, accuracy, data handling, or continued interoperability with the Service.

11.3 Changes and discontinuation. If a Third-Party Service changes or withdraws its APIs, terms, or availability in a way that affects an integration, Swann Software may modify, suspend, or discontinue the affected integration without liability, and will use reasonable efforts to notify affected merchants.

12. Payments; No Payment-Processing Services

12.1 No money services. Swann Software is not a bank, money-services business, payment processor, payment facilitator, or acquirer, and the Service does not process, route, transmit, or settle card or electronic payments. Card and other electronic payment acceptance takes place on the Merchant’s separate payment terminal or payment provider under the Merchant’s own agreements with those providers. The Service records the tender type and amount of a completed sale for the Merchant’s business records only.

12.2 Merchant payment relationships. The Merchant is solely responsible for its relationships with its bank, acquirer, terminal provider, and payment processor, including settlement, refunds, chargebacks, fraud losses, and all obligations under the Payment Card Industry Data Security Standard (PCI DSS) or equivalent rules applicable to the Merchant’s acceptance of payments.

12.3 No cardholder data. The Service is not designed or intended to receive cardholder data. The Merchant will not enter, upload, or store full payment card numbers, security codes (CVV/CVC), PINs, or magnetic-stripe or chip data in any field of the Service, including free-text and note fields. Swann Software has no liability arising from the Merchant’s breach of this Section 12.3.

12.4 Cash handling. Till, float, cash-in/out, deposit, and end-of-day reconciliation features record information entered by the Merchant and its staff. The Merchant is solely responsible for its physical cash handling, for the accuracy of amounts entered, and for investigating and bearing any cash discrepancies.

13. Hardware and Peripherals

13.1 Merchant hardware. The Service can interoperate with compatible hardware at the Merchant’s premises, such as tablets, receipt printers, and cash drawers. Unless expressly stated in an Order, hardware is procured, owned, insured, and maintained by the Merchant, and any warranty for hardware is provided by its manufacturer or seller, not by Swann Software.

13.2 Print-relay agent. Where the Merchant installs the print-relay agent, the Merchant is responsible for the computer on which it runs, for its local network, and for the physical security of connected printers and cash drawers. The agent relays print and drawer commands between the Service and the Merchant’s devices; Swann Software is not responsible for failures attributable to the Merchant’s hardware, operating system, or network.

13.3 Compatibility. Swann Software may update the list of supported devices, operating systems, and peripherals from time to time and does not warrant compatibility with any particular device not listed as supported in the Documentation.

14. Mobile Application Terms

14.1 App marketplaces. Where the Merchant obtains a Software Component through an app marketplace such as the Apple App Store or Google Play (each an “App Provider”), the marketplace’s terms also apply to the download and, in the event of conflict regarding the marketplace relationship, prevail to that extent. This Agreement is between the Merchant and Swann Software only, not with the App Provider.

14.2 App Provider disclaimers. The App Provider has no obligation to provide maintenance or support for the Software Component and no warranty obligation with respect to it. The App Provider is not responsible for addressing any claims relating to the Software Component, including product liability, regulatory, or intellectual-property claims. The Merchant’s use must comply with the applicable marketplace usage rules.

14.3 Third-party beneficiary. Apple Inc. and its subsidiaries (for iOS distribution) and Google LLC (for Android distribution) are third-party beneficiaries of this Section 14 and, upon the Merchant’s acceptance of this Agreement, have the right to enforce this Section 14 against the Merchant.

15. Fees; Billing; Taxes

15.1 Fees. Access to the Service may be offered free of charge, on a trial or early-access basis, or for the fees stated in an Order or in the Service’s subscription flow. Where the Service or a feature is provided without charge, Swann Software may introduce or change fees for it on not less than thirty (30) days’ notice; the Merchant’s continued use after the effective date of a fee constitutes acceptance of it.

15.2 Payment terms. Unless otherwise stated in an Order: fees are payable in advance for each billing period; payment obligations are non-cancellable; and fees paid are non-refundable except where required by Applicable Law or expressly stated otherwise. Swann Software may suspend the Service for accounts with overdue amounts after reasonable notice.

15.3 Taxes. Fees are exclusive of all taxes, levies, and duties, including any applicable value-added tax. The Merchant is responsible for all such amounts arising from its purchases under this Agreement, other than taxes on Swann Software’s net income.

15.4 Price changes. Swann Software may change subscription fees effective from the next renewal or billing period by providing notice at least thirty (30) days before the change takes effect.

16. Confidentiality

16.1 Obligations. Each party (the “receiving party”) will: (a) use the Confidential Information of the other party (the “disclosing party”) only to exercise its rights and perform its obligations under this Agreement; (b) protect it with at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, advisers, and service providers who need to know it for the purposes of this Agreement and are bound by confidentiality obligations at least as protective as this Section.

16.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

16.3 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives the disclosing party prompt notice where lawfully permitted and reasonable assistance to contest or limit the disclosure.

17. Intellectual Property; Trademarks; Publicity

17.1 Ownership. Swann Software and its licensors own all right, title, and interest in and to the Service, the Software Components, the Documentation, and all related intellectual-property rights, including all software, source code, interfaces, designs, workflows, know-how, and improvements, whether or not developed with reference to Feedback or Aggregated Data. Nothing in this Agreement transfers any ownership interest in the foregoing to the Merchant.

17.2 Trademarks. “Swann Retail”, the Swann Retail logo, and other Swann Software marks are trademarks of Swann Software. The Merchant may not use them without Swann Software’s prior written permission, except to accurately identify the Merchant’s use of the Service.

17.3 Publicity. Swann Software may identify the Merchant by name and logo as a customer of the Service in customer lists and marketing materials, in a form consistent with the Merchant’s brand guidelines where provided. The Merchant may opt out at any time by written notice to legal@swannapps.com, and we will remove the Merchant from future materials within a reasonable period.

18. Privacy

Swann Software’s collection, use, disclosure, and protection of personal information in connection with the Service are described in the Privacy Policy, which forms part of this Agreement. Where Swann Software processes personal data contained in Merchant Data on the Merchant’s behalf, it does so as a processor or service provider for the Merchant as described in the Privacy Policy, and the Merchant remains the controller responsible for the lawfulness of that data and for the notices and consents owed to its own customers and staff.

19. Beta and Preview Features

Swann Software may make features available on a beta, preview, pilot, early-access, or similar basis (“Beta Features”). Beta Features are optional, are provided “AS IS” without warranties or service commitments of any kind, may be modified or discontinued at any time without notice, and may be subject to additional terms. Swann Software will have no liability arising out of or in connection with any Beta Feature. Production use of Beta Features is at the Merchant’s sole risk.

20. Support; Maintenance; Modifications; Availability

20.1 Support. Swann Software provides support for the Service by e-mail at support@swannapps.com during Swann Software’s normal business hours, and self-service resources in the Documentation. Any different or enhanced support commitments must be stated in an Order.

20.2 Maintenance and modifications. Swann Software may perform scheduled and emergency maintenance, and may modify, add to, or remove features and functionality of the Service from time to time, provided the modifications do not materially reduce the core point-of-sale functionality of the Service during a paid subscription period. We will use reasonable efforts to notify merchants of material changes.

20.3 Availability. Swann Software provides the Service on a commercially reasonable-efforts basis and does not guarantee that the Service will be available at all times or uninterrupted. The Merchant acknowledges that the Service depends on factors outside Swann Software’s control, including the Merchant’s own internet connectivity, devices, and local network, and Third-Party Services.

21. Suspension of the Service

Swann Software may suspend the Merchant’s access to all or part of the Service, with notice where practicable, if: (a) the Merchant or an Authorised User materially breaches this Agreement, including the restrictions in Section 5; (b) suspension is reasonably necessary to prevent or mitigate a security incident or to protect the Service, other merchants, or third parties; (c) amounts owed are overdue after notice; (d) Swann Software reasonably believes the Merchant’s use is unlawful or fraudulent; or (e) suspension is required by Applicable Law or a competent authority. Swann Software will limit suspension in scope and duration to what is reasonably necessary and will restore access promptly once the ground for suspension is resolved. Suspension does not relieve the Merchant of its payment obligations.

22. Term and Termination; Data Export

22.1 Term. This Agreement takes effect as described in Section 2.1 and continues until terminated in accordance with this Section 22 (the “Term”).

22.2 Termination by the Merchant. The Merchant may terminate this Agreement at any time by closing its account and ceasing all use of the Service, subject to any minimum commitment stated in an Order.

22.3 Termination by Swann Software. Swann Software may terminate this Agreement: (a) for cause, immediately on notice, if the Merchant materially breaches this Agreement and, where the breach is curable, fails to cure it within fourteen (14) days of notice; (b) immediately, if the Merchant’s use presents a legal, security, or fraud risk, or if required by Applicable Law; or (c) for convenience, on not less than thirty (30) days’ written notice, including where Swann Software discontinues the Service, in which case Swann Software will refund any prepaid fees covering the period after the effective date of termination.

22.4 Effect of termination; data export. Upon termination or expiry: (a) all licences granted to the Merchant end and the Merchant will cease all use of the Service and uninstall the Software Components; (b) for thirty (30) days following termination (except termination for the Merchant’s material breach), Swann Software will, on request, make available a reasonable mechanism for the Merchant to export its Merchant Data; and (c) after that period, Swann Software may delete or de-identify Merchant Data in the ordinary course, subject to legal retention obligations, routine backup cycles, and the surviving licences in Sections 7.2 and 8.

22.5 Survival. Sections 1, 5, 7.2–7.5, 8, 9, 10, 12, 16, 17, 22.4, 22.5, 23, 24, 25, 26, 28, and 30 survive any termination or expiry of this Agreement, together with any other provision that by its nature should survive.

23. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE SOFTWARE COMPONENTS, AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY, CONDITION, OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SWANN SOFTWARE AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, SWANN SOFTWARE DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY DATA, REPORT, CALCULATION, TAX FIGURE, OR ACCOUNTING ENTRY PRODUCED BY THE SERVICE WILL BE ACCURATE, COMPLETE, OR SUFFICIENT FOR THE MERCHANT’S LEGAL, TAX, ACCOUNTING, OR REGULATORY REQUIREMENTS; (C) DEFECTS WILL BE CORRECTED; OR (D) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS. THE MERCHANT IS SOLELY RESPONSIBLE FOR VERIFYING OUTPUTS BEFORE RELYING ON THEM. THE SERVICE DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS THE ABOVE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED.

24. Indemnification

24.1 Indemnity. The Merchant will defend, indemnify, and hold harmless Swann Software and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Merchant’s business, products, services, and sales, including receipts issued, prices charged, and taxes collected or not collected; (b) the Merchant Data, including any claim that it infringes or misappropriates a third-party right or was collected or used in violation of Applicable Law; (c) the Merchant’s or its Authorised Users’ use of the Service in breach of this Agreement or in violation of Applicable Law; (d) the Merchant’s relationships with its payment providers, hardware suppliers, and other Third-Party Services; and (e) any dispute between the Merchant and its customers, staff, or other third parties.

24.2 Procedure. Swann Software will give the Merchant prompt notice of any claim subject to Section 24.1 (provided that late notice relieves the Merchant only to the extent it is prejudiced), and may participate in the defence with counsel of its choosing at its own expense. The Merchant will not settle any claim in a manner that imposes any obligation or admission on Swann Software without Swann Software’s prior written consent.

25. Limitation of Liability

25.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SWANN SOFTWARE OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SALES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SWANN SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWANN SOFTWARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE, FROM ALL CLAIMS AND CAUSES OF ACTION COMBINED, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE MERCHANT TO SWANN SOFTWARE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

25.3 Basis of the bargain. The parties acknowledge that the disclaimers and limitations in Sections 23 and 25 are an essential basis of the bargain between them, reflect a reasonable allocation of risk in light of the fees charged for the Service, and will apply notwithstanding any failure of essential purpose of any limited remedy.

25.4 Exceptions. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under Applicable Law, including liability for fraud or fraudulent misrepresentation. The limitations in Section 25.2 do not apply to the Merchant’s payment obligations, the Merchant’s indemnification obligations under Section 24, or the Merchant’s breach of Sections 5 (Licence Restrictions) or 16 (Confidentiality).

25.5 Time bar. To the maximum extent permitted by Applicable Law, no claim arising out of or relating to this Agreement or the Service may be brought by the Merchant more than twelve (12) months after the date the Merchant knew or reasonably should have known of the facts giving rise to the claim.

26. Governing Law; Jurisdiction; Dispute Resolution

26.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of The Commonwealth of The Bahamas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Informal resolution. Before commencing proceedings, each party agrees to first notify the other of the dispute in writing (for Swann Software, at legal@swannapps.com) and to negotiate in good faith for at least thirty (30) days to attempt to resolve it.

26.3 Jurisdiction. Subject to Section 26.4, the courts of The Commonwealth of The Bahamas have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or the Service, and each party irrevocably submits to that jurisdiction and waives any objection on the grounds of venue or inconvenient forum, subject to any mandatory rights the Merchant has under the laws of its own jurisdiction.

26.4 Equitable relief. Notwithstanding Sections 26.2 and 26.3, Swann Software may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, its Confidential Information, or the security and integrity of the Service, without the requirement of posting a bond.

26.5 No class proceedings. To the maximum extent permitted by Applicable Law, each party agrees that any proceedings will be conducted on an individual basis only and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

27. Force Majeure

Swann Software will not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, hurricanes, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, failures of the internet or telecommunications networks, power failures, and failures or degradations of third-party hosting, infrastructure, or services. Swann Software will use reasonable efforts to mitigate the effect of any such event and to resume performance as soon as reasonably practicable.

28. Notices

Swann Software may give notices under this Agreement by e-mail to the address associated with the Merchant’s account, by an in-Service notice, or by posting to the Service’s websites, and such notices are deemed given when sent or posted. The Merchant must keep its account e-mail address current. Notices to Swann Software must be sent by e-mail to legal@swannapps.com (for legal notices) or support@swannapps.com (for operational matters) and are deemed given on confirmed receipt.

29. Assignment

The Merchant may not assign, transfer, or delegate this Agreement or any of its rights or obligations under it, in whole or in part, without Swann Software’s prior written consent, and any purported assignment in breach of this Section is void. Swann Software may assign this Agreement, in whole or in part, without consent: (a) to an affiliate; or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets or of the business to which this Agreement relates. This Agreement binds and benefits the parties and their permitted successors and assigns.

30. General Provisions

30.1 Entire agreement. This Agreement, together with the Privacy Policy, any Orders, and any terms expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to its subject matter. No terms in any purchase order or similar document issued by the Merchant will modify this Agreement.

30.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, reformed only to the extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

30.3 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right, and no waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any other occasion.

30.4 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties, and neither party has authority to bind the other.

30.5 No third-party beneficiaries. Except as expressly stated in Section 14.3, this Agreement does not confer any rights or remedies on any person other than the parties and their permitted successors and assigns.

30.6 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” and similar words mean “including without limitation”. References to “days” are calendar days. This Agreement is drafted in the English language, which governs its interpretation.

31. Contact

SWANN SOFTWARE LIMITED · Freeport, Grand Bahama, The Commonwealth of The Bahamas.
Legal notices: legal@swannapps.com · Support: support@swannapps.com · Privacy: privacy@swannapps.com.