top of page

Terms of Use

Last Updated: June 17, 2026

 

We are KENKOU Adba Swell  Swell (“Company,” “we,” “us,” “our”), a company registered in British Columbia, Canada at 2880 Woodbine Dr., North Vancouver BC, V7R 2S1.

​

These terms of use (“Terms of Use”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Company, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

​

Supplemental terms may be posted on the Services and are incorporated by reference. We reserve the right to modify these Terms of Use at any time, and any changes will be reflected by updating the last updated date. It’s your responsibility to review these terms periodically. By continuing to use the Services after changes are posted, you accept the updated terms.

​

1. SERVICES

We operate the platform “Swell” (the “Platform”), as well as any other related products and services that refer or link to these Terms of Use (collectively, the “Services”). You can contact us by email at support@swelll.ai for support and more information.

 

2. INTELLECTUAL PROPERTY RIGHTS

 

2.1 Our intellectual property. We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the “Provider Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). The Provider Content and Marks are provided in or through the Services “AS IS” for you to use solely for your own internal business purposes so long as such business purposes are not Competitive (the “intended purpose”). “Competitive” and “Competitive Use” mean: (i) the use of the Services, Provider Content, or Marks in any manner with the intent to, or which has the effect of, generating commercial revenue or financial gain via the sale, resale, license, rent, lease, or any other form of commercial exploitation or redistribution of the Provider Content, Marks, or Services; and (ii) the use of the Services, Provider Content, or Marks to develop, offer, or support a product or service that competes with the Services.

​

2.2 Your use of our Services. Subject to your compliance with these Terms of Use, including the “PROHIBITED ACTIVITIES” section below, we grant you a non-exclusive, non-transferable, revocable license to:

  • access the Services and

  • download or print a copy of any portion of the Provider Content to which you have properly gained access;

solely for non-Competitive purposes.

 

No part of the Services, Provider Content, or Marks may be copied, reproduced, or exploited for Competitive purposes without our prior written permission. We reserve all rights not explicitly granted. Any violation will result in immediate termination of your right to use the Services.

​

2.3 Feedback. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions. You grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully paid, worldwide right, and license to use your feedback.

 

2.4  Ownership of User Inputs & Outputs.

  1. You may be permitted to submit text, documents, images or other inputs to our Service (“User Inputs”) and receive output generated and returned by the Services based on the User Inputs (“Outputs”). User Inputs and Outputs are collectively referred to as “Content”.

  2. You are responsible for all User Inputs you submit to our Services. By submitting User Inputs to our Service, you represent, warrant and agree that you have all rights, licenses and permissions necessary for us to use and process the User Inputs and to generate Outputs. You retain ownership of any User Inputs. We reserve the right to edit, relocate, or delete Input at our discretion, without notice, and are not obligated to monitor them.

  3. You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence to use any Content solely for the purposes of (i) performing our obligations or exercising our rights under these Terms of Use; (ii) creating derivative works of any  for the purposes of providing, maintaining, promoting and improving the Services, including generating OutputsOutputs; andproviding, iding, maintaining, promoting and improving the Services, including training, improving and optimizing artificial intelligence models and developing new offerings, features and functionalitieacknowledge that we may transform, aggregate, or otherwise modify Content in the course of providing the Services, including in the course of processing User Inputs and generating Outputs, and we shall have no liability to you for any changes to, or loss or corruption of, Content that occur as part of such processing. We will use commercially reasonable efforts to maintain the integrity of User Inputs stored within the Services in their original submitted form, subject to the disclaimers set forth in Section 11. For clarity, this Section 2.4(d) does not create any obligation on us to back up, archive, or preserve User Inputs, and you are encouraged to maintain your own copies of any User Inputs submitted to the Services. To the maximum extent permitted by applicable law, you waive any right of action against us arising from any loss or corruption of Content that occurs in connection with the processing of User Inputs or Outputs.utputs.

  4. When you use our Services, we may create anonymized statistical data from your usage of our Services (for example, through aggregation). Once anonymized, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymized data publicly available, provided it is not compiled using a sample size small enough to make your data or identity identifiable.

  5. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.​

If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided at section 17 below.

​

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: 

  1. all registration information you submit will be true, accurate, current, and complete; 

  2. you will maintain the accuracy of such information and promptly update such registration information as necessary; 

  3. you have the legal capacity to enter into these Terms of Use and you agree to comply with these Terms of Use; 

  4. you are not a minor in the jurisdiction in which you reside;

  5. you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;

  6. you will not use the Services for any illegal or unauthorized purpose; and

  7. your use of the Services will not violate any applicable law or regulation.

 

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your User ID and password confidential. You will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

​

5. PROHIBITED ACTIVITIES

You may only access or use the Services for their intended purpose and within the scope of access granted to you. Competitive Use is not permitted unless explicitly approved in writing by us.

​

As a user, you agree not to:

  1. Copy, reproduce, modify, adapt, translate, or create derivative works of the Services, the Provider Content, or any related documentation, in whole or in part.

  2. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, the Content, or any related documentation to any person.

  3. Reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to discover, derive, or gain access to any software component of the Services, in whole or in part.

  4. Unbundle the component parts of the Services for use on different systems or for distribution, transfer, or resale.

  5. Hack, DDoS, defame, or otherwise malign or interfere with the Services.

  6. Remove, alter, or obscure any proprietary, copyright, or other intellectual property notices from the Services, the Content, or any related documentation.

  7. Make the Services, the Content, or related documentation to any person who is not authorized by us to receive it.

  8. Access or use the Services, the Content, or related documentation (a) to build a competitive solution or to assist any third party in building a competitive solution, or (b) to load-test the Services or to test scalability, or in any manner that exceeds applicable usage limits.

  9. Use the Services, the Content, or any related documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or regulation.

  10. Incorporate the Services, the Content, or documentation, or any portion thereof into any other materials, products, or services. 

  11. Transmit to or through the Services any material containing software, viruses, spyware, or other harmful or deleterious computer code, routines, flies, scripts, agents or programs that may damage, intercept, or expropriate any data or system.

  12. Interfere with or disrupt the integrity or performance of the Services, or the data contained therein, including by interfering with connected networks.

  13. Attempt to gain unauthorized access to the Services, or attempt to exceed any existing authorization to access the Services.

  14. Allow any third party to use any user identification(s) or password(s) issued to you for access to the Services.

  15. Retrieve or scrape data or content from the Services using any automated system or otherwise.

  16. Engage in unauthorized framing or linking to the Services.

  17. Use information obtained from the Services to harass, abuse or harm any person.

 

6. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (i) monitor the Services for violations of these Terms of Use; (ii) take appropriate legal action against you if, in our sole discretion, you violate the law or these Terms of Use, including without limitation, reporting you to law enforcement authorities; (iii) in our sole discretion and without limitation, notice, or liability, remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (iv) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

​

7.  MODIFICATIONS AND INTERRUPTIONS 

​

7.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

​

7.2 Our Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

​

7.3 The Services may be unavailable due to hardware, software, or maintenance issues, and we are not liable for any loss, damage, or inconvenience caused by such downtime. We are not obligated to maintain, update, or provide corrections to the Services.

​

7.4 We reserve the right to modify or remove the contents of the Services at our discretion, without notice, and are under no obligation to update any information. We are not liable for any changes, price adjustments, suspensions, or discontinuations of the Services.

​

8. PRIVACY POLICY

Please review our Privacy Policy, available on our website, to understand how we may collect and use your data. By using the Services, you agree to the Privacy Policy. You must only disclose personal information to us if you have the right to do so (such as having the individual’s express consent). We may need to disclose personal information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

 

9. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Services. 

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Opening several accounts to avoid any restrictions is prohibited and will lead to limitations being placed by the discretion of the Company. 

​

10. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

​

11. DISCLAIMER 

11.1 THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT, OR CONTENT ON LINKED WEBSITES, AND WE ASSUME NO LIABILITY FOR ERRORS, PERSONAL INJURY, PROPERTY DAMAGE, UNAUTHORIZED ACCESS, INTERRUPTIONS, BUGS, VIRUSES, OR ANY LOSS RESULTING FROM USE OF THE SERVICES.

​

11.2 YOU HEREBY ACKNOWLEDGE AND AGREE THAT OUTPUTS GENERATED BY THE PROVIDER’S CONTENT AND SERVICES BY ARTIFICIAL INTELLIGENCE MAY CONTAIN ERRORS OR INACCURACIES AND ACCORDINGLY SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT REVIEW BY YOU.

​

11.3   The Service may contain links to other websites not operated or controlled by us, including social media services (“Third Party Sites”). The information that you share with Third Party Sites will be governed by the specific privacy policies and terms of service of the Third-Party Sites and not by our Privacy Policy. By providing these links we do not imply that we endorse or have reviewed these sites. Please contact the Third-Party Sites directly for information on their privacy practices and policies.

 

12. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, officers, agents, partners, and employees, from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising from: (a) your User Inputs; (b) your use of the Services; (c) your breach of these Terms of Use; (d) any breach of your representations and warranties in these Terms of Use; (e) your violation of third-party rights, including intellectual property rights; or (f) any harmful act towards another user of the Services you interacted with.

​

We reserve the right, at your expense, to assume the exclusive defense and control of any matter you are required to indemnify us for, provided that we may only exercise such right if (a) you have not appointed legal counsel and formally assumed the defense of the claim within 10 business days of receiving written notice of the claim, or (b) the claim names both you and us as parties. In the event we assume such defense, all costs and expenses shall be reasonable in the circumstances, and we will provide you with updates on material developments to the costs and expenses at reasonable int

​

You agree to cooperate with us in defendinh claims, at your expense. We will make reasonable efforts to notify you of any claim, action, or proceeding that is subject to this indemnification once we become aware of it.

​

13. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR, AND YOU RELEASE US FROM LIABILITY FOR, ANY LIABILITY CAUSED OR CONTRIBUTED TO BY, ARISING FROM OR IN CONNECTION WITH USE OF SERVICES.

​

14. ELECTRONIC COMMUNICATIONS

By using the Services, sending emails, and completing online forms, you consent to electronic communications. You agree that all agreements, notices, disclosures, and other communications provided electronically (via email or the Services) meet legal requirements for written communications. You also consent to the use of electronic signatures, contracts, orders, and records, as well as the electronic delivery of notices, policies, and transaction records. You waive any rights or requirements under laws that require original signatures or non-electronic records.

​

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and your use of the Services are governed by and construed in accordance with the laws of the Province of Ontario, Canada applicable to agreements made and to be entirely performed within Ontario, Canada, without regard to its conflict of law principles.

​

16. MISCELLANEOUS

​

16.1 These Terms of Use, along with any policies or operating rules posted by us on or in connection with the Services, constitute the complete and exclusive agreement between you and us. 

​

16.2 Our failure to exercise or enforce any right or provision of these Terms of Use shall not be construed as a waiver of that right or provision. 

​

16.3 These Terms of Use are intended to be fully enforceable as allowed by law. If any provision or part of a provision of these Terms of Use is deemed unlawful, void, or unenforceable, that provision will be severed from these Terms of Use, and the remaining provisions will remain valid and enforceable.

​

16.4 Notwithstanding anything to the contrary in these Terms of Use, we may assign or otherwise transfer any or all our rights and obligations: (a) to a successor in the event we experience a change or control, (b) to an affiliate, or (c) in connection with an assignment or other transfer of a material part of our business.

​

16.5 We shall not be liable for any loss, damage, delay, or failure to act caused by circumstances beyond our reasonable control. 

 

16.6 These Terms of Use do not create a joint venture, partnership, employment, or agency relationship between you and us. 

 

16.7 You agree that these Terms of Use will not be construed against us simply because we drafted them. 

 

16.8 You hereby waive any defenses you may have based on the electronic form of these Terms of Use or the absence of signatures from the parties involved.

 

17. CONTACT US

To resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact support@swell.ai.

bottom of page