Master Subscription Agreement

Effective Date: May 21, 2026

This Master Subscription Agreement ("Agreement") is entered into by and between SWAI.ai Ltd ("SWAI", "we", "us", or "our") and the entity or person placing an order for or accessing the Service ("Customer", "you", or "your"). By using our AI-native growth engine, you agree to the following terms.

1. Definitions

"Service" means the SWAI AI-native growth engine, including all software, dashboards, AI agents, automated demand generation tools, and related services provided by SWAI.ai Ltd. "Customer Data" refers to any data, information, or material provided or submitted by you to the Service in the course of using the Service.

2. Service Description and Access Rights

Subject to the terms of this Agreement, SWAI grants you a limited, non-exclusive, non-transferable right to access and use the Service solely for your internal business operations. The Service is designed to act as an autonomous execution system to automate demand generation, authority building, and AI sales pipeline management.

3. Usage Restrictions

You shall not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service; (b) modify, copy, or create derivative works based on the Service; (c) rent, lease, distribute, sell, or resell the Service; (d) use the Service to build a competitive product or service; or (e) use the Service for any illegal, unauthorized, or malicious purpose.

4. Data Ownership and Security

You retain all right, title, and interest in and to your Customer Data. SWAI implements industry-standard administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your data. We may use anonymized, aggregated data derived from your usage to train, optimize, and improve our AI models and overall Service performance.

5. Fees and Payment Terms

Fees are billed in advance according to your selected subscription plan. All payments are non-refundable unless explicitly stated otherwise in our "first client in 90 days or we work for free" guarantee terms, which are subject to specific qualification criteria outlined in your order form. Late payments may result in suspension of access to the Service.

6. Term and Termination

This Agreement commences on the Effective Date and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. Upon termination, your right to access the Service immediately ceases.

7. SLA & Support

SWAI will use commercially reasonable efforts to make the online Service available 24 hours a day, 7 days a week, excluding planned downtime. Standard support is provided via email at hello@swai.ai and through your dedicated dashboard during standard business hours.

8. Warranties and Disclaimers

SWAI warrants that the Service will perform materially in accordance with its documentation. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND.

AI DISCLAIMER: THE SERVICE UTILIZES ADVANCED ARTIFICIAL INTELLIGENCE. WHILE WE STRIVE FOR MAXIMUM ACCURACY AND PERFORMANCE, AI-GENERATED CONTENT, COMMUNICATIONS, AND AUTONOMOUS ACTIONS MAY OCCASIONALLY BE INACCURATE, INCOMPLETE, OR UNPREDICTABLE. YOU ARE RESPONSIBLE FOR REVIEWING, VERIFYING, AND MONITORING ALL AI-GENERATED OUTPUTS BEFORE RELYING ON THEM FOR CRITICAL BUSINESS DECISIONS OR CLIENT COMMUNICATIONS.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SWAI.AI LTD BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL SWAI'S TOTAL LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO SWAI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to defend, indemnify, and hold harmless SWAI, its officers, directors, employees, and agents, from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from your use of and access to the Service, or your violation of any term of this Agreement.

11. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the term of this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.