SWI End User Terms

(a)Eligibility. You may use the SWI Platform only if you are (i) capable of forming a binding contract with SWI; (ii) not barred from using the SWI Platform under applicable law; and (iii) authorized to do so by Organization.

(b)Registration and Your Information. In order to use the SWI Platform, you are required to create an account or similar profile to use the SWI Platform (“Account”). You can do this via the SWI Platform through our online registration procedures which we may update from time to time. You agree that you won’t misrepresent your identity, use any other person’s image, likeness or identity, or otherwise provide any deceptive or misleading profile information or images in connection with the creation and use of your Account.

(c)Privacy and Data Practices. Our collection, use, disclosure, retention, and protection of personal information are described in our Privacy Policy. The Privacy Policy explains the types of information we collect, how we use and disclose information, how long we retain information, and the choices and rights that may be available to you. If you use the SWI Platform through an organization, that organization may also provide privacy notices, policies, consent forms, or terms that apply to its content, resources, users, or programs. SWI is not responsible for the organization’s privacy practices, but SWI will process information in accordance with its agreements with that organization, our Privacy Policy, these User Terms, and applicable law

(d)Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete and up to date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and will use all reasonable means to secure your Account password and associated login credentials. You agree to notify us immediately of any unauthorized use of your Account, and you agree not to share your Account with any other person or otherwise permit any other person to use your Account, even on a temporary basis. You’re responsible for all activities that occur under your Account, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of content that can be accessed from the SWI Platform at any one time.

(a)Definition. For purposes of these User Terms: “Content” means any information, data, content and other materials, including without limitation text, graphics, images, software, video, avatars, characters, and other works of authorship of any kind, in each case that are posted, generated, provided or otherwise made available through the SWI Platform, including, but not limited to User Content. “User Content” means the data (including personal data and personally identifiable information), content, images, materials, and communications that you upload to or post on the SWI Platform in connection with the operation and use of the SWI Platform.

(b)Organization Rights and Responsibilities. You acknowledge that as between us and the Organization, it is the Organization’s sole responsibility to (i) inform you of any Organization policies or actions that may affect User Content and your ability to access User Content or any other aspects or areas of the SWI Platform; and (ii) respond to and resolve your questions and problems, and handle any disputes, in connection with User Content or your use of the SWI Platform.

(c)Our Content Ownership. SWI does not claim any ownership rights in any User Content, and as between you and SWI, nothing in these User Terms will be deemed to restrict any rights that you may have to use and exploit User Content other than any rights and restrictions afforded to Organization under the Organization Agreement. Subject to the foregoing, SWI and its licensors hereby exclusively own and reserve all right, title and interest in and to the SWI Platform and Content, including all associated intellectual property rights. You acknowledge that the SWI Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SWI Platform or Content.

(d)Rights in Data and Other User Content Granted by You.

You retain any rights you have in User Content. By submitting, uploading, speaking, entering, or otherwise making User Content available through the SWI Platform, you grant SWI a limited, non-exclusive, worldwide license to host, process, transmit, reproduce, display, and use User Content solely as necessary to provide, operate, secure, maintain, support, and improve the SWI Platform for you and, where applicable, the organization that made the SWI Platform available to you.

SWI will not sell your private User Content. SWI will not disclose your private User Content to other users except as directed by you, enabled by the functionality of the SWI Platform, authorized by the organization that made the SWI Platform available to you, described in our Privacy Policy, or required or permitted by law.

For clarity, User Content may include personal information, chat communications, uploaded files, voice inputs, audio recordings, transcripts, and other content or information that you provide through the SWI Platform.

(e)Aggregated and De-Identified Information.

SWI may create and use aggregated or de-identified information derived from use of the SWI Platform to operate, secure, analyze, maintain, and improve the SWI Platform; develop and improve safety, reliability, and performance features; prevent abuse; generate analytics for organizations; and comply with legal obligations.

SWI will not attempt to re-identify de-identified information except as permitted by law, such as to test whether de-identification methods are effective or to investigate security, fraud, abuse, or legal compliance.

(f)No General AI Model Training Using Private User Content.

SWI will not use your private conversations, uploaded files, audio recordings, voice inputs, transcripts, Inputs, Outputs, or other private User Content to train, fine-tune, benchmark, evaluate, or improve generalized AI models or third-party AI models, unless you or the organization that made the SWI Platform available to you expressly authorizes that use and applicable law permits it.

SWI may use limited technical, usage, and diagnostic information to operate, secure, debug, maintain, and improve the safety, reliability, and functionality of the SWI Platform, as described in our Privacy Policy.

(g)Your Responsibility for User Content. You are solely responsible for all User Content. You represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the SWI Platform, nor any use of User Content by SWI on or through the SWI Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You represent and warrant that all of your User Content and your activities in connection with the SWI Platform will, at all times, comply with (i) the User Terms; (ii) all applicable laws, rules, and regulations; and (iii) any other guidelines or requirements that we may make available to you from time to time.

(h)Removal of User Content. The SWI Platform may allow you to remove User Content by specifically deleting it within the SWI Platform, subject to any applicable limitations imposed by Organization, if applicable. However, in certain instances, some of your User Content (such as any materials you upload or post, including on behalf of Organization, or anything that Organization wishes to retain, if applicable) may not be completely removed and copies of your User Content may continue to exist on the SWI Platform. We are not responsible or liable for the removal or deletion of (or failure to remove or delete) any of your User Content, including any data, information or other materials.

(i)Disclosures Regarding Output. The content on the SWI Platform is provided for informational and educational purposes only and may be generated through SWI’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with offering the SWI Platform. The SWI Platform may generate AI agent or chatbot responses (each, “Output”) in response to: (i) your interaction or chat; and (ii) User Content uploaded to influence the behavior or Output of the AI agent or automated chatbot (collectively, “Input”). RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SWI PLATFORM BY SWI OR OTHER THIRD-PARTY CONTENT PROVIDERS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS, AND POLICIES OF THE THIRD-PARTY CONTENT PROVIDER.

(j)Informational and Educational Use Only.

The SWI Platform provides informational and educational support only. The SWI Platform does not provide medical advice, diagnosis, treatment, legal advice, financial advice, benefits determinations, insurance determinations, claims decisions, or emergency services.

You should not rely on the SWI Platform as a substitute for professional judgment, official decisions, or advice from qualified professionals. If you have a medical emergency, mental health crisis, or believe you may be in danger, contact emergency services or an appropriate crisis-support resource immediately.

If the SWI Platform provides information about government, healthcare, benefits, educational, employer, or organizational resources, that information is provided for navigation and educational purposes only and does not constitute an official determination by the relevant agency, provider, institution, employer, or organization.

(k)AI/ML Disclaimer. Due to the nature of machine learning, Output may not be unique, and the SWI Platform may generate the same or similar output for SWI or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SWI PLATFORM MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, SWI WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT OR THEIR USE.

The SWI Platform may be offered via an App (defined above). The following terms apply if your use of and/or access to the SWI Platform is via an App:

(a)Rights in App Granted by SWI. Subject to your compliance with these User Terms, SWI grants to you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device, computer or other compatible hardware that you own or control and to run such copy of the App solely for your personal use of the SWI Platform and, if applicable, as authorized by the Organization. Except as expressly permitted in these User Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party or otherwise use the App on a time sharing or service bureau basis; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. SWI hereby reserves all rights in and to the App not expressly granted to you under these User Terms.

(b)Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

(a)Device Storage. The App may store limited information on your device to support login, security, preferences, performance, and app functionality. Depending on your settings and use of the App, some information may remain on your device after you close the App or log out. You can remove locally stored app data by deleting the App, although deleting the App may not delete information stored on SWI’s systems or the systems of the organization that made the SWI Platform available to you.

(b)Voice Features and Microphone Access. If you use voice features, the App may request access to your device microphone. With your permission, the App may record or process your voice input to provide voice-enabled functionality, generate transcripts, respond to your requests, maintain security, troubleshoot issues, and support the SWI Platform. You can revoke microphone permission through your device settings. Our Privacy Policy describes whether audio recordings or transcripts are stored, how they are used, how long they are retained, and how you may request deletion where applicable.

(c)Location Features. Some features may request access to location information, such as to help identify nearby resources or improve relevance of results. We will request device permissions where required. You can disable location permissions through your device settings. Our Privacy Policy describes the location information we collect, how we use it, and whether it is stored or shared.

(a)Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, abuse or harm against any individual or group; (vi) is violent, intimidating or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b)Access, tamper with, or use non-public areas of the SWI Platform, SWI’s computer systems, or the technical delivery systems of SWI’s providers;

(c)Attempt to probe, scan or test the vulnerability of the SWI Platform or any other SWI system or network or breach any security or authentication measures;

(d)Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SWI or any of SWI’s providers, Organization or any other third party (including another user) to protect the SWI Platform or Content;

(e)Attempt to access or search the SWI Platform or Content or download Content from the SWI Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SWI to be expressly used for such purposes;

(f)Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(g)Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the SWI Platform or Content;

(h)Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the SWI Platform;

(i)Collect, use, transmit, disclose or store any personally identifiable information from the SWI Platform from other users of the SWI Platform;

(j)Impersonate or misrepresent your affiliation with any person or entity;

(k)Use any Confidential Information (as defined below), the SWI Platform or any of its component features or functionalities to develop, sell, license, commercialize or contribute to the development or commercialization of any product or service that could compete with the SWI Platform;

(l)Provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the SWI Platform or any other third party;

(m)Violate any applicable law or regulation;

(n)Use the SWI Platform or any Output in a manner that violates the usage policies of AI models employed by the SWI Platform;

(o)Utilize the SWI Platform (including any AI models or derivatives thereof), SWI materials, Input or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping”);

(p)Use the SWI Platform or any Output in a manner that violates any applicable usage policies; or

(q)Encourage, assist, permit or enable any other individual to do any of the foregoing.

(a)These User Terms apply to you for the duration of your access to the SWI Platform as authorized by the Organization, until (i) terminated by the Organization or us, or (ii) until you cancel your Account or cease use of the SWI Platform.

(b)Following SWI termination of its relationship with your Organization, we may terminate your access to and use of the SWI Platform, at our sole discretion, at any time and without notice to you.

(c)You may cancel your Account at any time by sending an email to us at feedback@sidekickplatform.com or, if applicable, via the SWI Platform.

(d)Following the termination of your relationship with your Organization, you may have the ability to continue to use your User Content and the Content (or a portion thereof) made available to you prior to such termination, in each case to the extent permitted by your Organization.

(e)Upon any termination of these User Terms or cancellation of your Account, provisions that by their nature should survive termination will survive, including provisions relating to privacy and data practices, User Content, aggregated and de-identified information, AI and output disclaimers, informational and educational use, warranty disclaimers, indemnity, limitation of liability, governing law, dispute forum, and general terms.

(a)NEITHER SWI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SWI PLATFORM OR CONTENT WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE THE SWI PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SWI OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b)IN NO EVENT WILL SWI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE OR ACCESS THE SWI PLATFORM OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).

(c)THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SWI AND YOU.

(d)Nothing in these User Terms limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law.

(a)Entire Agreement. These User Terms constitute the entire and exclusive understanding and agreement between SWI and you regarding the SWI Platform and Content, and these User Terms supersede and replace any and all prior oral or written understandings or agreements between SWI and you regarding the SWI Platform and Content. If any provision of these User Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these User Terms will remain in full force and effect. You may not assign or transfer these User Terms, by operation of law or otherwise, without SWI’s prior written consent. Any attempt by you to assign or transfer these User Terms, without such consent, will be null. SWI may freely assign or transfer these User Terms without restriction. Subject to the foregoing, these User Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b)Notices. Any notices or other communications provided by SWI under these User Terms, including those regarding modifications to these User Terms, will be given: (i) via email; or (ii) by posting to the SWI Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(c)Waiver of Rights. SWI’s failure to enforce any right or provision of these User Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SWI. Except as expressly set forth in these User Terms, the exercise by either party of any of its remedies under these User Terms will be without prejudice to its other remedies under these User Terms or otherwise.