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Sweep Freemium Subscription Agreement Last Updated: December 5, 2023

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE SERVICE (DEFINED BELOW). BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON) OR BY OTHERWISE ACCESSING AND/OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS FREEMIUM SUBSCRIPTION AGREEMENT (“Agreement”), THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”.

THIS AGREEMENT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND SWEEP.IO INC. AND/OR ITS AFFILIATES (“SWEEP” “we”, “us” or “our”), AND GOVERNS YOUR ACCESS AND USE OF THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY (“Organization”), YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND THE ORGANIZATION TO THIS AGREEMENT AND IN SUCH CASE ALL REFERENCES TO “YOU” HEREINAFTER SHALL MEAN THE ORGANIZATION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE. BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE EXTENT THAT CONSUMER PROTECTION OR LOCAL LAWS OR REGULATIONS GRANT YOU MANDATORY OR STATUTORY RIGHTS, THIS AGREEMENT SHALL ONLY LIMIT SUCH RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAWS OR REGULATIONS.

  1. SUBSCRIPTION
    1. General. Subject to the terms and conditions of this Agreement, Sweep grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable right to remotely access certain Sweep’s software-as-a-service feature(s) which are made available hereunder (“Service”) during the term of this Agreement and solely for your internal purposes. Unless otherwise indicated, the term “Service” shall also include any documentation provided or made available to you in connection with the operation of the Service. You shall use the Service solely subject to the use restrictions specified in this Agreement.
    2. Restrictions. You agree not to, and shall not permit any third party to: (a) copy, “frame” or “mirror” the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (j) employ any hardware, Service, device, or technique, or (k) take any action that imposes or may impose (as determined in Sweep’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure.
  2. INTELLECTUAL PROPERTY RIGHTS
    1. Ownership. The Service and/or any copies thereof, including without limitation any derivative works made, as well as any enhancements, improvements, corrections, modifications, alterations, revisions, extensions and updates thereto, shall remain Sweep’s sole and exclusive property. All right, title and interest (including all intellectual property rights) evidenced by or embodied in and/or attached/connected/related to the Service and any derivatives thereof and modifications thereto, are and shall be owned solely and exclusively by Sweep. This Agreement does not convey to you any interest in or to the Service other than a limited right to use the Service in accordance with Section 1 hereunder. Nothing herein constitutes a waiver of Sweep's intellectual property rights under any law. Sweep reserves all rights not expressly granted herein to the Service.
    2. User Content. You are solely responsible for all interactions, text, documents or other content or information uploaded, entered or otherwise transmitted by you in connection with your use of the Service (“User Content”).Service. To the maximum extent permitted by law, Sweep shall have no liability to you with respect to the User Content, including, without limitation, liability with respect to any information (including your confidential information) contained in or apparent from any User Content. You warrant, represent and covenant that you own or have a valid and enforceable license to use, submit or transmit all User Content, and that no User Content infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction. You acknowledge that the Service does not operate as an archive or file storage service. You are solely responsible for the backup of User Content and other safeguards appropriate for your needs. You retain all right, title, and interest in and to your User Content. To the maximum extent permitted by law, by submitting any User Content, you grant Sweep (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sub-licensable, perpetual, and irrevocable license to copy, store and use your User Content in order to (a) provide the Service; (b) administer and make improvements to the Service (including, to improve the algorithms underlying the Service); and (c) collect and analyze anonymous information. To the extent that User Content contains any third party data, you hereby warrant to have obtained all required consents from such third party to allow Sweep to use the User Content as set forth above.
    3. Feedback. If Sweep receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Sweep and such shall be considered Sweep's confidential and proprietary information. You hereby irrevocably, fully and unconditionally transfer and assign to Sweep all intellectual property rights and remaining rights you have in such Feedback, without any further step or payment being necessary, and waive any and all moral rights you may have in respect thereto.
  3. FEES. Except as expressly set forth in this Agreement, your general right to access and use the Service is currently for free, but Sweep may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Service unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to the Service.
  4. PRIVACY. Our privacy policy is available on our website. To the extent that you need a data processing agreement (“DPA”), you shall request Sweep to provide you with Sweep’s DPA and you shall return such DPA signed to Sweep. The DPA, once executed, shall be deemed an integral part of this Agreement.
  5. THIRD PARTY COMPONENTS. The Service may use or include third party open source software, files, libraries or components that may be distributed to you and are subject to third party open source license terms. A list of such components is available at: www.sweep.io/open-source as may be updated from time to time by Sweep at its sole discretion. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. To the maximum extent permitted by law, Sweep makes no warranty or indemnity hereunder with respect to any third party open source software.
  6. DISCLAIMERS
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT THE SERVICE AND ANY OTHER GOODS AND/OR SERVICES PROVIDED OR MADE AVAILABLE BY SWEEP HEREUNDER OR RELATED THERETO (COLLECTIVELY, THE “SWEEP MATERIALS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR REGARDING SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, RELIABILITY, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SWEEP, ITS SUPPLIERS, AND LICENSORS.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWEEP AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF SWEEP MATERIALS; (B) THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (C) REGARDING THE OPERATION OF ANY NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. WE DO NOT WARRANT THAT THE CONTENT AVAILABLE ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE AND/OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. WE RESERVE THE RIGHT TO MAKE CHANGES IN OR TO THE SWEEP MATERIALS, OR ANY PART THEREOF, WITHOUT GIVING YOU ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES TO THE SWEEP MATERIALS. SWEEP WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE SERVICE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE SERVICE AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
    3. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
  7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL SWEEP, ITS AFFILIATES, OR ANY LICENSOR OR SUPPLIER OF SWEEP, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, LOSS OF DATA, DAMAGED TO DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF SWEEP HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION,OR OTHERWISE.
  8. INDEMNITY. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Sweep and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (a) your use of, or inability to use, the Service (b) your violation of this Agreement; and (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to indemnification by you without first obtaining our express approval.
  9. EXPORT LAWS. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
  10. UPDATES AND UPGRADES. We may from time to time and at our discretion provide updates or upgrades to the Service (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Service. All references herein to the Service shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Service, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
  11. TERM AND TERMINATION. This Agreement is effective until terminated by Sweep or you. Sweep, in its sole discretion, has the right to terminate this Agreement and/or your access to the Service, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of this Agreement). Sweep shall not be liable to you or any third party for termination of this Agreement, or any part thereof. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue use of the Service. Unless otherwise stated in this Agreement or any other agreement between the parties or required under applicable law, termination shall not give rise to any refund (if at all applicable). Upon termination of this Agreement, you shall cease all use of the Service. This Section ‎11 and Sections ‎2, 6 to 8, ‎12, ‎14‎ and 15 shall survive termination of this Agreement.
  12. ASSIGNMENT. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Sweep without restriction or notification.
  13. MODIFICATION. To the maximum extent permitted by law, Sweep reserves the right at any time to: (a) change any information, specifications, features or functions of the Service, (b) suspend or discontinue, temporarily or permanently, any or all of the Service, including the availability of any feature, database or content, or (c) impose limits on certain features and/or restrict access to parts or all of the Service, in each case with or without prior notice and without any liability to you or any third party. Sweep may from time to time update or revise this Agreement. If Sweep updates or revises this Agreement, Sweep will post the updated or revised Agreement on the website or by any other manner chosen by Sweep in its commercially reasonable discretion. Such change will be effective fifteen (15) days following the foregoing notification thereof, and your continued use of the Service thereafter means that you accept those changes to this Agreement as updated or revised. You can view the most current Agreement on our website. It is your responsibility to review this Agreement periodically and we encourage you to do so.
  14. GOVERNING LAW AND DISPUTES. Notwithstanding anything to the contrary and to the fullest extent permissible by law, this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. All disputes arising out of or in connection with the present contract shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. The place of arbitration shall be the state of New York, NY. The language of the arbitration shall be English. Notwithstanding the foregoing, we may seek injunctive relief in any court worldwide of competent jurisdiction.
  15. GENERAL. This Agreement shall constitute the entire agreement between you and Sweep concerning the Service. No amendment to this Agreement will be binding unless in writing and signed or otherwise executed by Sweep. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.