Swavy Businesses Terms of Service
Swavy Marketing Ltd — DIFC Commercial License CL11648
Last updated: as posted on the Service
How these Terms work. These Terms apply to every business customer of Swavy, whether a Brand or an Agency (each, a “Business”). They set the legal framework only. Commercial details — plans, fees, Credits, billing, term, renewal, support, and the scope of any rights — are set out at signup or in the applicable Order Form, and may change as described there. Section 7 applies only to Agencies and prevails over conflicting general terms for Agencies.
1. Introduction and Acceptance
1.1 These Businesses Terms of Service (these “Terms”) govern access to and use of the Swavy platform and related services (the “Service”) by you and the entity you represent (the “Business”, “you”, or “your”), and are entered into between you and Swavy Marketing Ltd, a company registered in the Dubai International Financial Centre (DIFC) under Commercial License CL11648, registered address Unit IH-00-01-01-OF-01, Level 1, Innovation Hub, DIFC, Dubai, United Arab Emirates (“Swavy”, “we”, “us”, or “our”).
1.2 These Terms apply to (a) brands and advertisers using the Service for their own influencer marketing (each, a “Brand”), and (b) agencies that subscribe to operate campaigns on behalf of brand clients (each, an “Agency”). Where a term applies only to one, that is stated.
1.3 By creating an account, accessing the Service, paying any fees, or otherwise using the Service, you agree to these Terms. If you do not agree, you must not use the Service. If you accept on behalf of an organization, you represent that you have authority to bind it.
1.4 These Terms incorporate by reference Swavy’s Privacy Policy and any order forms, statements of work, or service-specific terms presented to you in connection with paid services (each, an “Order Form”). In the event of conflict, an Order Form prevails for the specific matter it addresses.
2. Definitions
“Account” means the account a Business creates to use the Service; for an Agency, the master account under which Workspaces are created.
“AI Agents” means the agentic artificial-intelligence tools made available through the Service.
“Authorized User” means an individual the Business permits to access the Service under its Account (for an Agency, via a Seat).
“Brand Client” means a brand or advertiser for which an Agency operates Campaigns through the Service.
“Brand Content” means any content, materials, briefs, logos, trademarks, product information, or other materials the Business (or, for an Agency, a Brand Client) provides to or through the Service.
“Campaign” means an influencer marketing engagement conducted by or for a Business (or Brand Client) through the Service.
“Campaign Content” means content created by Creators in connection with a Campaign.
“Creator” means an individual or entity engaged as a content creator or influencer through the Service.
“Creator Terms” means the Swavy Influencer Collaboration Terms and Conditions, as updated from time to time.
“Credits” means units of consumption used to access certain features of the Service.
“Engaged Creator” means a Creator formally engaged for a Campaign through the Service and bound by the Creator Terms for that Campaign.
“Managed Campaign” means a Campaign for which Swavy provides end-to-end management on a fee basis.
“Marketplace” means the functionality through which a Business may post Campaigns and receive applications from Creators.
“Order Form” means any agreement, order, statement of work, or service-specific terms between Swavy and the Business, including subscription, add-on, and Managed Campaign orders, and signup confirmations.
“Service” means Swavy’s influencer marketing platform, including the discovery tools, AI Agents, campaign management (including the Marketplace), Third-Party Platform integrations, Workspaces, and related applications, sites, and APIs.
“Seat” means a single user account under an Agency’s master Account.
“Subscription Plan” means a recurring plan offered by Swavy, as described at signup or in the applicable Order Form.
“Third-Party Platform” means a third-party social media or service platform integrated with the Service (for example Instagram, TikTok, YouTube, Snapchat, or email providers), and any other platform Swavy integrates from time to time.
“Workspace” means an isolated environment configured for a single Brand Client (Agency only).
3. Eligibility and Accounts
3.1 The Service is available only to individuals at least 18 years of age and to entities lawfully established in their jurisdiction. By creating an Account you represent that you meet these requirements and that your registration information is accurate and kept current.
3.2 The Business is responsible for the confidentiality of all Account, Seat, and Authorized User credentials, for all activity under its Account and Workspaces, and for the acts and omissions of its Authorized Users and Seat-holders. The Business must notify Swavy promptly of any unauthorized access.
3.3 Swavy may refuse registration or terminate any Account where eligibility cannot be verified or where the Business is in breach of these Terms.
4. The Services
4.1 Service Components. The Service may include discovery tools (creator search, audience analysis, reports, shortlists, performance tracking, and outreach), AI Agents, campaign management (including the Marketplace, creator portal, deal tracking, contracts, and payout management), and Workspaces. The features available to a Business are as described at signup or in the applicable Order Form, and Swavy may offer different configurations (including discovery-only) on the terms stated there.
4.2 Agentic AI Services. AI Agents perform automated actions on behalf of the Business (or, for an Agency, its Brand Clients), such as campaign setup, discovery, outreach, rate and term negotiation, content review, and performance and payout management. The Business acknowledges that AI Agents act as tools operating on the Business inputs; that outbound messages to Creators are presented for the Business’ review and approval before dispatch; that AI outputs are recommendations that may contain errors; and that the authority of AI Agents is limited as set out in Section 5.
4.3 Marketplace. Through the Marketplace a Business may post Campaigns and receive applications from Creators. Swavy does not guarantee the number, quality, suitability, or availability of Creators who view or apply to any Campaign. The Business is responsible for its selection decisions, for handling applicant and Creator data in accordance with Section 11, and for ensuring its acceptance and rejection of applications comply with applicable law (including non-discrimination requirements). Fees, commissions, or take-rates (if any) for Marketplace transactions or Campaigns are as specified at signup or in the applicable Order Form.
4.4 Third-Party Platforms. The Service integrates with Third-Party Platforms. The Business authorizes Swavy to access connected accounts solely to provide the Service. Use of Third-Party Platforms remains subject to those platforms’ own terms, and Swavy is not responsible for their availability, accuracy, or behavior.
4.5 Changes to the Service. Swavy may modify, suspend, or discontinue any part of the Service at any time. Swavy will give reasonable notice of material changes that adversely affect features for which the Business has paid.
5. AI Services and Agent Actions
5.1 Nature and Authority of AI. AI Agents are software tools. They are not employees, agents, or representatives of Swavy, the Business, or any Brand Client in any legal sense, and their outputs are not professional, legal, financial, or regulatory advice. AI Agents have no authority to bind the Business or Swavy to any contract, rate, or terms with a Creator. Anything proposed, drafted, or negotiated by an AI Agent is a recommendation only and becomes binding on the Business solely upon the Business’ express confirmation through the Service. The Business may set a budget ceiling that AI Agents will not exceed without the Business’ confirmation.
5.2 Business Responsibility. The Business approves outbound messages before they are sent and is solely responsible for all actions taken via AI Agents on its behalf (or a Brand Client’s), including outreach, Creator selection, confirmed financial commitments, and the content of approved communications. Swavy has no liability for anything proposed, drafted, dispatched, negotiated, or confirmed via an AI Agent. Swavy makes no warranty as to the accuracy, completeness, or reliability of AI outputs, which the Business relies on at its own risk.
5.3 Prohibited Uses. The Business must not use AI Agents for any unlawful purpose, or to send spam or harassing or unlawful communications, impersonate any person, misrepresent identity, generate defamatory or infringing or otherwise unlawful content, circumvent platform rate limits or anti-abuse measures, or reverse engineer the AI Agents or extract training data.
6. Plans, Credits, and Fees
6.1 Commercial Terms. The Service may be provided through subscription plans, Credits, Managed Campaigns, or any hybrid or custom arrangement. All commercial terms — including plans, features, fees, Credit allocations and rates, billing frequency, payment terms, subscription term, renewal, any minimum commitment, early-exit or cancellation rights, and support — are as specified at signup or in the applicable Order Form, and may change as described there. These Terms apply to all such models unless an Order Form states otherwise.
6.2 Credits. Certain features consume Credits. Credit allocations and the Credit cost of actions are as specified by Swavy and may be updated on reasonable notice. Credits are not property, have no cash value, are not redeemable for cash, and are non-transferable. Unused Credits are forfeited on expiry and on any cancellation, non-renewal, or termination, and consumed Credits are non-refundable.
6.3 Managed Campaigns. Managed Campaigns are billed separately as specified in the applicable Order Form and may be priced on a fixed-fee, per-post, per-view, per-click, per-acquisition, hybrid, or custom basis.
6.4 Payment to Creators. Where Swavy administers Creator compensation, it may pay Creators after receiving cleared funds from the Business or, at its discretion, advance such payments (which does not waive the Business' payment obligation or oblige Swavy to advance again). The Business remains responsible for all Creator compensation and related amounts it (or a Brand Client) approves, and will reimburse advances on demand; Swavy may set off or recover such amounts. Once the Business has paid Swavy the relevant amounts in cleared funds, the Business' obligation to pay the corresponding Creator compensation is discharged to that extent, and Swavy is responsible for remitting those funds to the Creator.
6.5 Payment Authorization. The Business authorizes Swavy and its payment processors to charge its designated payment method for all amounts due and to retry failed charges, and is responsible for keeping payment details current. Swavy may charge applicable processing or chargeback fees and suspend the Service for non-payment. The Business will not raise a chargeback or dispute without first seeking to resolve the matter with Swavy in good faith.
6.6 Taxes. All fees are exclusive of taxes, levies, and duties (including VAT). The Business is responsible for such taxes; if Swavy must collect them, they will be added to the invoice.
6.7 Late Payment. If the Business fails to pay when due, Swavy may charge interest at the lower of one percent (1%) per month or the maximum permitted by law, suspend access, and terminate under Section 16.
6.8 Price Changes and Refunds. Swavy may change pricing on reasonable notice, effective on renewal and not during a paid term. Except as required by law or expressly stated, all fees are non-refundable.
7. Agency-Specific Terms (Agencies only)
This Section applies only to Agencies and prevails over any conflicting provision of these Terms for Agencies.
7.1 Authority. For each Brand Client, the Agency represents and warrants that it has all necessary authority to act on the Brand Client’s behalf, bind it to the relevant brand-side obligations under these Terms and any Order Form, use its materials, authorize Creator engagements, and approve communications.
7.2 Responsibility for Brand Clients. The Agency is fully responsible to Swavy for the acts and omissions of each Brand Client in connection with the Service, as if they were the Agency’s own, and will ensure each Brand Client is bound by terms substantially equivalent to the brand-side obligations in these Terms. The Agency’s indemnity in Section 19 extends to claims brought by or arising from any Brand Client, and Swavy need not look to any Brand Client directly.
7.3 Workspaces. The Agency will maintain reasonable segregation of confidential information, materials, and Creator engagements between Workspaces of different Brand Clients. Where its relationship with a Brand Client ends, the Agency may export that Brand Client’s data through the Service while its Account remains active, and is responsible for transferring or deleting it in line with its own obligations and applicable law.
7.4 Add-Ons and White-Label. Swavy may offer optional add-on services and, for eligible Agencies, white-label functionality, in each case as described at signup or in the applicable Order Form. Under any white-label arrangement the Agency must not represent the Service or AI Agents as its own technology, must not misrepresent the relationship between the Agency, Brand Clients, and Swavy to a Brand Client or regulator, must not remove Swavy’s required notices, and will disclose Swavy as the platform provider where required by law, contract, or a regulator.
8. Creator Engagement
8.1 Independent Contractors. All Creators participate as independent contractors under the Creator Terms and are not employees or agents of Swavy, the Business, or any Brand Client.
8.2 No Circumvention. During these Terms and for twelve (12) months afterwards, neither the Business nor any Brand Client will, without Swavy’s prior written consent, engage directly or indirectly with any Creator first identified, introduced, shortlisted, contacted, or engaged through the Service for an influencer marketing engagement outside the Service, or solicit any Creator to bypass the Service. The Business is responsible for compliance by each Brand Client. If breached, the Business will pay Swavy, as a genuine pre-estimate of loss and not a penalty, the commission, fees, or margin Swavy would reasonably have earned had the engagement run through the Service, subject to a minimum of five thousand U.S. dollars (US$5,000) where that amount cannot reasonably be ascertained.
8.3 Performance and Disputes. Swavy uses commercially reasonable efforts to facilitate Creator performance but does not guarantee any level of performance, engagement, conversions, sales, or results. Disputes between the Business (or a Brand Client) and a Creator are handled through Swavy in accordance with the applicable brief, Order Form, and Creator Terms.
9. Content Rights
9.1 Brand Content. As between the parties, the Business (or relevant Brand Client) retains all rights in Brand Content and grants Swavy a non-exclusive, worldwide, royalty-free license to host, use, reproduce, modify, distribute, and display it as needed to provide and operate the Service.
9.2 Campaign Content. Campaign Content is created by Creators, who retain ownership unless it is assigned under the Creator Terms or an Order Form. Any rights the Business (or Brand Client) receives in Campaign Content are only those granted by the relevant Engaged Creator under the Creator Terms and as set out in the applicable Order Form. Swavy does not guarantee any particular scope, duration, exclusivity, or territory of usage rights, and gives no usage rights in respect of any Creator merely sourced or contacted but not formally engaged. Usage rights are conditional on payment of all amounts owed for the relevant Campaign and compliance with these Terms; the Business does not acquire ownership of Campaign Content. Paid-media, boosting, whitelisting, and other creator-authorization (advertising) uses are not included unless expressly granted in the Order Form and approved by the relevant Creator.
9.3 Restrictions. Neither the Business nor any Brand Client may use Campaign Content beyond the rights granted; promote products or services not covered by the relevant Campaign; materially alter content so as to misrepresent or disparage the Creator (routine cropping, resizing, and formatting excepted); imply an endorsement beyond what the Campaign communicated; remove required disclosure or attribution; or sublicense or transfer Campaign Content other than to its own service providers acting on its behalf for permitted uses.
9.4 Disclosure. Influencer marketing is subject to advertising-disclosure rules in many jurisdictions (for example FTC, UAE Media Council, and Saudi GAMR/Mouathaq requirements). The Business will ensure all Campaign Content, and any reuse, carries the required disclosures or platform labels.
9.5 Swavy’s Use of Data. Swavy may, with the Business' prior consent (not to be unreasonably withheld), use the Business' and (subject to consent) Brand Clients’ names, logos, and Campaign performance information in its marketing. Swavy may also use Brand Content, Campaign Content, Business inputs, AI Agent outputs, and other data and interactions arising from use of the Service, and aggregate and anonymized data, to operate, develop, train, and improve the Service and its AI models and products. This Section survives termination.
10. Business Obligations
10.1 Compliance. The Business will (and, for an Agency, will cause each Brand Client to) comply with all applicable laws in connection with the Service, including advertising, consumer-protection, intellectual-property, data-protection, sanctions, anti-bribery, and influencer-marketing laws, and will ensure required disclosures are applied to all sponsored and Campaign Content.
10.2 Suitability and Conduct. The Business will ensure its briefs, Brand Content, and instructions do not solicit content that is illegal, defamatory, infringing, hateful, harassing, sexually explicit, misleading, unsafe, or otherwise prohibited by law or Third-Party Platform policy; will respond to approvals and review requests within a reasonable time; and will not materially change a Campaign after a Creator has accepted the brief without the Creator’s agreement and Swavy’s coordination.
10.3 Restricted Categories. The Business will inform Swavy before launching any Campaign that relates to a regulated or sensitive category (for example alcohol, tobacco or vaping, cannabis, pharmaceuticals or healthcare, gambling, financial products or crypto, adult or dating, products aimed at minors, weapons or hazardous or counterfeit goods, political or religious advocacy, or any category subject to specific advertising or licensing restrictions). Swavy may decline such Campaigns or impose additional requirements.
10.4 Sanctions, Financial Crime, and Misuse. The Business represents that neither it nor any Brand Client is subject to applicable sanctions or located where the Service would be prohibited, and will comply with anti-money-laundering, counter-terrorist-financing, and anti-bribery laws. Because Swavy may administer payments, Swavy may require identity or source-of-funds verification and may delay, withhold, or decline payouts or suspend the Account to manage legal, fraud, or financial-crime risk, without liability. The Business will not reverse engineer the Service, interfere with it, build a competing product, circumvent access controls, scrape data in violation of these Terms, or use the Service unlawfully.
11. Data and Privacy
11.1 Privacy and Data-Protection Laws. Swavy’s processing of personal data is governed by the Privacy Policy, which the Business accepts. Each party will comply with applicable data-protection laws (including, where applicable, the UAE PDPL, DIFC Data Protection Law, Saudi PDPL, the EU/UK GDPR, and the CCPA).
11.2 Roles. Roles may vary by activity. As a default, unless an Order Form or Data Processing Agreement (DPA) states otherwise: with respect to Creator personal data made available to operate a Campaign, Swavy and the Business each act as independent controllers; and with respect to personal data Swavy processes on the Business' instructions to operate the Service, Swavy acts as the Business' processor. Where required, the parties will enter a DPA, available on request.
11.3 Creator Data. Creator information shared to operate a Campaign must be used only to evaluate the application and run the Campaign; not added to general marketing lists without explicit opt-in; protected with reasonable security; not shared without a lawful basis and appropriate protections; deleted within a reasonable period after the Campaign unless retention is required by law or agreed; and the Business will promptly notify Swavy of any related data-subject request or suspected unauthorized access. The Business will (for an Agency) impose equivalent obligations on each Brand Client.
11.4 Security Incident Notification. Swavy maintains commercially reasonable technical and organizational measures to protect personal data processed through the Service. If Swavy becomes aware of a confirmed personal data breach affecting the Business' personal data processed by Swavy, Swavy will notify the Business without undue delay and provide information reasonably available to assist the Business with its own breach-notification obligations. Such notification is not an admission of fault or liability.
11.5 Third-Party Platform Data. Data received through Third-Party Platforms may be subject to those platforms’ terms, API restrictions, and deletion requirements, with which the Business (and each Brand Client) will comply.
12. Confidentiality
12.1 Obligations. Each party will use the other’s non-public information disclosed in connection with these Terms (“Confidential Information”) only to perform under these Terms, protect it with at least reasonable care, limit access to those who need it and are under equivalent confidentiality obligations, and not disclose it to third parties without consent. Confidential Information includes briefs, pricing, business plans, roadmaps, technical and performance data, and (for an Agency) Brand Client information.
12.2 Exceptions. These obligations do not apply to information that is or becomes public without breach, was known before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose where required by law, giving reasonable prior notice where lawful. These obligations continue for as long as the information remains confidential.
13. Third-Party Platforms
13.1 Responsibility and Authorization. The Business (and each Brand Client) is responsible for complying with the terms of each Third-Party Platform. Where a Third-Party Platform account is connected, the Business authorizes Swavy to access it to provide the Service, and may revoke authorization at any time. Swavy is not responsible for any Third-Party Platform’s changes, downtime, availability, or enforcement actions against the Business' accounts.
14. Intellectual Property
14.1 Ownership and License. Swavy retains all rights in the Service, including the platform, software, AI models, designs, and documentation, and any improvements. Subject to compliance with these Terms and payment, Swavy grants the Business a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service during its term for the Business' internal business purposes (and, for an Agency, to operate Campaigns for its Brand Clients). Nothing transfers ownership to the Business.
14.2 Feedback. If the Business provides feedback or suggestions, Swavy may use and incorporate them into the Service without obligation, on a perpetual, irrevocable, worldwide, royalty-free basis.
15. Availability and Support
15.1 Availability and Support. Swavy uses commercially reasonable efforts to make the Service available but does not warrant that it will be uninterrupted or error-free, and may perform maintenance and apply changes. Support is provided as described at signup or in the applicable Order Form.
16. Suspension and Termination
16.1 Suspension. Swavy may suspend access to all or part of the Service immediately on notice where it reasonably believes there is non-payment, a legal, security, fraud, payment, reputational, or platform risk, a breach of law, Third-Party Platform policy, Creator rights, or these Terms, a bad-faith chargeback, a prohibited or unsafe Campaign, or a need to protect Creators, Swavy, Businesses, or the integrity of the Service. Swavy will limit suspension to the affected part where practical.
16.2 Termination. Either party may terminate for the other’s material breach not cured within a reasonable period after written notice (immediately if incurable). Swavy may also terminate for the Business' insolvency, non-payment, or unlawful use, or for convenience on reasonable prior notice. The Business may terminate as provided at signup or in the applicable Order Form, and otherwise for Swavy’s uncured material breach.
16.3 Effect of Termination. On termination, the Business' right to use the Service ends; accrued fees remain payable (and prepaid fees are non-refundable except as required by law or expressly stated); the Business may export its Brand Content and Campaign data for a limited period determined by Swavy or as required by law, after which Swavy may delete it; and provisions that by their nature should survive (including those on fees accrued, Agency responsibility for prior Brand Client acts, non-circumvention, content licenses granted, data, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law) survive.
17. Disclaimers
17.1 As Is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS (INCLUDING AI AGENT OUTPUTS AND CAMPAIGN CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17.2 No Performance Warranty. SWAVY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY CAMPAIGN WILL ACHIEVE PARTICULAR RESULTS, REACH, ENGAGEMENT, CONVERSIONS, OR RETURN, THAT ANY CREATOR WILL PERFORM TO A STANDARD, OR THAT AI OUTPUTS WILL BE ACCURATE. ANY ESTIMATES OR PROJECTIONS ARE FORECASTS ONLY AND ACTUAL RESULTS MAY VARY. SWAVY MAKES NO WARRANTIES REGARDING THIRD-PARTY PLATFORMS, CREATORS, OR THIRD-PARTY CONTENT.
18. Limitation of Liability
18.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWAVY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.
18.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWAVY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE TOTAL FEES PAID BY THE CUSTOMER TO SWAVY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND U.S. DOLLARS (US$1,000); AND SWAVY’S LIABILITY UNDER ITS INDEMNITY IN SECTION 19.2 WILL NOT EXCEED TWO (2) TIMES THAT AMOUNT.
18.3 Carve-Outs and Time Limit. The caps do not apply to the Business' payment or indemnification obligations, either party’s breach of confidentiality, the Business' breach of Swavy’s intellectual-property rights, or liability that cannot be limited by law (including fraud, wilful misconduct, or death or personal injury caused by negligence). Any claim must be brought within twelve (12) months of when the claiming party knew or should have known of the facts (this does not apply to the Business' payment obligations). The exclusions and caps in Sections 17 and 18 are a fundamental basis of the bargain.
19. Indemnification
19.1 By the Business. The Business will defend, indemnify, and hold harmless Swavy, its affiliates, and their personnel from third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: the Business' (or any Brand Client’s) breach of these Terms or of applicable law; the Brand Content; the Business' (or any Brand Client’s) products, services, or use of Campaign Content; the Business' instructions to or confirmations via AI Agents; and, for an Agency, any claim by a Brand Client against Swavy in connection with the Service.
19.2 By Swavy. Swavy will defend the Business against any third-party claim that the Service, as provided by Swavy and used in accordance with these Terms, infringes a third party’s intellectual-property rights, except to the extent the claim arises from Brand Content, modifications not made by Swavy, combination with non-Swavy materials, or use in violation of these Terms or law. Swavy may procure the right to continue use, modify or replace the Service, or terminate the affected Service and refund prepaid unused fees. Subject to the cap in Section 18.2, this is Swavy’s entire liability and the Business' sole remedy for IP infringement by the Service.
19.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense and settlement (without imposing obligations on the indemnified party absent its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.
20. Governing Law and Disputes
20.1 Governing Law. These Terms, and any non-contractual obligations arising out of them, are governed by the laws of the Dubai International Financial Centre (DIFC), without regard to conflict-of-laws principles.
20.2 Arbitration. Except as below, any dispute arising out of or relating to these Terms will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under its rules, seated in the DIFC, before one arbitrator, in English. An award may be enforced in any court of competent jurisdiction. The parties choose arbitration to enable cross-border enforcement under the New York Convention. An Order Form may specify a different forum (including the DIFC Courts), which will control for disputes under that Order Form.
20.3 Injunctive Relief. Either party may seek urgent or injunctive relief from any court of competent jurisdiction (including the DIFC Courts) for breaches of confidentiality, intellectual property, data protection, Creator rights, payment, or non-circumvention obligations.
21. Changes to These Terms
21.1 Modifications. Swavy may modify these Terms on reasonable notice (by email and by posting on the Service or Swavy’s website); changes required by law take effect immediately, and changes that benefit the Business take effect on posting. If a modification is materially adverse, the Business may reject it before it takes effect, in which case the prior version applies until the end of the then-current term and the Business may terminate, with any refund as required by law or as Swavy determines. Continued use after a change takes effect, without timely rejection, is acceptance.
22. General
22.1 Entire Agreement; Precedence. These Terms, the Privacy Policy, the Creator Terms (for Creator interactions), and any Order Forms are the entire agreement and supersede prior agreements. On conflict, an Order Form prevails for the matter it addresses, the Privacy Policy prevails for data-protection matters, and Section 7 prevails for Agencies.
22.2 Assignment. The Business may not assign these Terms without Swavy’s consent, except to a successor (not a competitor of Swavy) in a merger or sale of all or substantially all assets, on notice and assumption of all obligations. Swavy may assign in connection with a corporate transaction. Any other attempted assignment is void.
22.3 Force Majeure. Neither party is liable for failure to perform (other than payment obligations) due to events beyond its reasonable control; the affected party will use reasonable efforts to mitigate.
22.4 Other. If any provision is unenforceable, it will be modified to the minimum extent needed and the rest remains in effect. No failure to enforce is a waiver. Swavy may use affiliates, subcontractors, and subprocessors, remaining responsible for their performance. The parties are independent contractors; these Terms create no partnership, agency, or employment. These Terms confer no third-party rights, except that Creators are intended beneficiaries of the non-circumvention and content-rights obligations to the extent they relate to Creators, and Brand Clients have no direct rights against Swavy. Notices to Swavy go to support@swavy.app or the registered address above; notices to the Business go to the Account email. These Terms are in English, which controls.
23. Contact
Swavy Marketing Ltd — Unit IH-00-01-01-OF-01, Level 1, Innovation Hub, Dubai International Financial Centre, Dubai, United Arab Emirates. Email: support@swavy.app