1. Agreement and parties

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Idea Boundary Inc., an Ontario corporation ("Company," "we," "us," or "our"), governing your access to and use of the Sway desktop application and all related services (collectively, "Sway" or the "Service").

By downloading, installing, or using Sway, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must immediately cease using the Service and uninstall the application.

If you use Sway on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and "you" refers to both you personally and that organization, jointly and severally.

2. What Sway is — and what it is not

Sway is a macOS desktop application designed to assist users during live audio sessions including calls, meetings, interviews, and presentations. The Service listens to audio input from your device's microphone in real time, generates text-based suggestions and notes, and optionally produces session summaries.

Audio architecture commitment. Audio captured by Sway is processed exclusively and entirely on your local device. Sway does not transmit raw audio recordings to Idea Boundary Inc., our servers, or any third-party service provider. Only text-based prompt context derived from audio on your device is transmitted to third-party AI providers (such as Google LLC or OpenAI Inc.) to generate suggestions. This local-processing design is a core architectural commitment, not a configurable feature that can be disabled.

Sway is a tool, not a professional service. Sway is not a legal, medical, financial, psychological, or other professional advisory service. AI-generated suggestions may be inaccurate, incomplete, misleading, or contextually inappropriate. The Company expressly disclaims any representation that Sway's outputs are accurate, complete, reliable, or suitable for any purpose. You bear full and exclusive responsibility for independently evaluating all content the Service produces before relying on, communicating, or acting upon it.

3. Recording consent and applicable law — PLEASE READ CAREFULLY

This section governs the most significant legal obligations associated with your use of Sway.

Sway activates your device's microphone to process live audio. This constitutes "interception," "monitoring," or "recording" under various federal, state, provincial, and international laws. These laws vary dramatically by jurisdiction. Violations can result in civil damages of $1,000 to $5,000 per incident, criminal prosecution, and class action liability.

Your obligations — all of the following apply to you

You are solely, exclusively, and entirely responsible for:

• Knowing the law in every applicable jurisdiction. Recording and monitoring laws apply based on (a) the jurisdiction where you are located, (b) the jurisdiction where each other participant is located, and (c) the jurisdiction where each participant's device processes the call. In the United States, federal law (ECPA, 18 U.S.C. §2511) and the laws of at least thirteen states (including California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, and Washington) impose all-party or two-party consent requirements. Similar requirements exist in the UK, throughout the EU, Canada, Australia, and many other countries.
• Obtaining consent before activation. You must obtain all legally required consents from all other participants in any conversation before you activate Sway's audio features in that conversation. Consent must be obtained before — not during or after — the session begins. The consent standard required may be explicit verbal or written consent, depending on your jurisdiction.
• Stealth mode and disclosure obligations. Sway includes a feature that prevents the application window from appearing in screen shares on platforms such as Zoom, Google Meet, and Microsoft Teams. Your use of this feature does not, in any way, reduce or eliminate your obligation to disclose your use of Sway or to obtain consent from other participants. You are solely responsible for ensuring your use of stealth mode complies with: (a) the terms of service of any conferencing platform you use; (b) any applicable disclosure requirements under law; and (c) any policy of the organization hosting the session.
• Workplace, institutional, and platform policies. You must ensure your use of Sway is permitted by your employer's policies, your organization's policies, any nondisclosure or confidentiality agreements you are bound by, and the terms of service of any conferencing or communication platform used during the session.
• Assessment, examination, and certification contexts. Using Sway during job interviews, employment assessments, academic examinations, professional certification exams, or bar exams may violate the policies of the administering organization and may constitute fraud or a violation of professional conduct rules. You are solely responsible for verifying whether your use of Sway is permitted and for all consequences of using the Service in such contexts.

Prohibited use. You may not use Sway to monitor, record, or intercept any audio involving a person who has not provided all consent required by applicable law. This prohibition is an absolute condition of your right to use the Service, not a guideline. A violation of this prohibition constitutes a material breach of these Terms and may expose you to criminal and civil liability entirely independent of these Terms.

4. Illinois biometric data — BIPA notice

IMPORTANT NOTICE FOR ILLINOIS USERS. The Illinois Biometric Information Privacy Act (740 ILCS 14/) regulates the collection, storage, and use of biometric identifiers, including voiceprints.

Sway does not collect, capture, store, or create biometric identifiers or biometric information from any user, including voiceprints, voice models, or speaker identification profiles. All audio processing occurs locally on your device and produces only text-based output. No audio, voiceprint, or biometric data is transmitted to or stored by Idea Boundary Inc.

If Sway were to collect biometric data, Idea Boundary Inc. would, before doing so: (i) inform you in writing of the purpose and duration of collection; (ii) obtain a written release from you; and (iii) not sell, lease, trade, or profit from such data. This constitutes our BIPA-compliant written biometric data policy.

5. User indemnification

You agree to defend, indemnify, and hold harmless Idea Boundary Inc. and its officers, directors, employees, contractors, agents, successors, and assigns from and against all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• Your use of Sway, including any session during which you activate the Service;
• Your failure to obtain all legally required consents from call participants before activating Sway;
• Any claim brought by a third party (including other call participants, employers, or regulatory authorities) arising from your use of Sway;
• Your violation of these Terms, any applicable law, or any third party's rights (including privacy rights);
• Your use of Sway's stealth mode in a manner that violates any applicable disclosure requirement or platform policy;
• Your use of AI-generated content from Sway in a manner that causes harm to any person;
• Your violation of any conferencing platform's terms of service while using Sway.

This indemnification obligation is independent of and survives any termination of these Terms or your access to the Service.

6. Acceptable use

You agree not to:

• Monitor, record, or intercept audio of any person without their legally required consent;
• Use Sway to deceive, defraud, harass, harm, or unlawfully surveil any person;
• Use Sway during any interview, examination, certification process, or assessment where AI assistance is expressly prohibited by the administering organization;
• Use AI outputs generated through Sway to train, fine-tune, develop, or improve any AI or machine learning model;
• Attempt to reverse engineer, decompile, disassemble, copy, modify, or create derivative works from the Service or its underlying systems;
• Use Sway in a manner that violates the terms of service of any conferencing or communication platform (including Zoom, Google Meet, and Microsoft Teams);
• Access or attempt to access Sway's backend systems, APIs, or infrastructure beyond your normal use of the App;
• Use the Service from any jurisdiction subject to applicable export controls, trade sanctions, or embargoes;
• Resell, sublicense, or commercially exploit the Service without our express written permission.

7. Third-party AI providers

Sway uses third-party AI services to generate suggestions. When you use audio features, text-based prompt context derived from your device is sent to providers such as Google LLC (Gemini) and OpenAI Inc. No audio is transmitted to these providers. Your use of these features is also governed by those providers' own terms and policies:

• Google Terms of Service and Gemini API Terms
• OpenAI Terms of Use

Idea Boundary Inc. does not control these providers' data handling, model behavior, or content policies. We are not responsible for content they generate, errors in their outputs, or changes to their terms. By using Sway, you agree to comply with those providers' terms as they apply to your use.

Section 230 notice. Idea Boundary Inc. is a distributor and conduit for AI-generated content produced by third-party providers. We do not create, author, or endorse that content. To the extent applicable under 47 U.S.C. §230 or analogous law, we disclaim liability for third-party AI content distributed through the Service.

8. EU AI Act transparency notice

For users in the European Union: Sway is an AI-assisted productivity tool that generates text-based suggestions to assist the user. Sway does not make automated decisions about any natural person, does not perform emotion recognition or biometric identification, and is not classified as a "high-risk AI system" under Regulation (EU) 2024/1689 (the EU AI Act). All AI-generated content represents assistance to the user and does not replace human judgment or decision-making. If you believe a feature of Sway involves emotion recognition, please contact us at hello@swayon.app before using that feature.

9. Account and access

Certain features require an account. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at hello@swayon.app if you suspect unauthorized access to your account. We reserve the right to suspend or terminate accounts that violate these Terms, without prior notice, at our sole discretion.

10. Paid features and billing

Sway offers a 7-day free trial (no account or card required to start) and a paid Plus subscription ($30/month or $216/year) for unlimited use, billed through Stripe. Pricing and billing terms are shown before any charge is made, and you can cancel anytime from the app; your plan stays active through the period you've paid for. We reserve the right to change pricing or tiers with reasonable notice.

11. Intellectual property

Sway and all related software, designs, trademarks, and materials are the property of Idea Boundary Inc. or its licensors and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to use the Service for your personal or internal business use, subject to these Terms.

Content you generate using Sway (notes, summaries, drafted responses) belongs to you, subject to any applicable third-party AI provider terms. You grant us no rights in your content except as necessary to operate the Service.

12. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEA BOUNDARY INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Any warranty that the Service will be uninterrupted, timely, secure, or error-free;
• Any warranty that AI-generated suggestions will be accurate, complete, legally compliant, or appropriate for your specific situation;
• Any warranty that the Service will meet your requirements or expectations;
• Any warranty as to the results that may be obtained from use of the Service.

Early-access and beta features are provided with no warranty whatsoever and may be discontinued, changed, or removed at any time without notice.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDEA BOUNDARY INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, punitive, or exemplary damages;
• Lost profits, revenue, data, goodwill, or business opportunities;
• Legal liability, fines, penalties, or damages arising from your failure to obtain recording consent;
• Harm resulting from reliance on AI-generated suggestions;
• Consequences of your violation of any third party's terms of service or applicable law;
• Third-party claims brought against you by call participants or others;
• Interruption, suspension, or termination of third-party AI provider services;

even if Idea Boundary Inc. has been advised of the possibility of such damages, and regardless of whether the claim is based in contract, tort, statute, or any other legal or equitable theory.

Aggregate liability cap. Our total aggregate liability to you for all claims under or relating to these Terms shall not exceed the greater of: (a) the total fees you have paid us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) CAD $100. For early-access or beta features, our aggregate liability is capped at CAD $50 per user.

Some jurisdictions do not permit the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the minimum extent permitted by applicable law, and nothing in these Terms limits our liability for (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any liability that cannot be excluded or limited by law.

14. Dispute resolution and arbitration

Governing law. These Terms and any dispute arising from them or your use of Sway are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-law principles.

Informal resolution. Before initiating any formal proceeding, you agree to contact us at hello@swayon.app and allow 30 days for the parties to attempt good-faith resolution.

Binding arbitration. If informal resolution fails, any dispute shall, to the extent permitted by applicable law, be resolved by binding arbitration administered under the ADR Institute of Canada's National Arbitration Rules (or a comparable body agreed by the parties), with proceedings conducted in English in Toronto, Ontario. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Consumer carve-out: This arbitration clause does not, and is not intended to, restrict any right a consumer has to bring a claim in court where mandatory pre-dispute arbitration of consumer claims is unenforceable by law — including in Ontario (under the Consumer Protection Act, 2002), Quebec (under the Consumer Protection Act), other Canadian provinces with similar protections, and US states with comparable rules. Where such law applies, you retain your right to pursue the dispute in court.

Class action waiver. To the extent permitted by applicable law, you waive any right to participate in a class action, class arbitration, or representative proceeding with respect to any claim arising from these Terms or your use of Sway. Each dispute shall be resolved on an individual basis only. This waiver does not apply where prohibited by law (including Ontario under the Consumer Protection Act, 2002, Quebec, other jurisdictions that protect consumers' class-proceeding rights, and US states where consumer class action waivers are not enforceable).

Courts. For matters not subject to arbitration, you consent to the exclusive jurisdiction of the courts of the Province of Ontario.

15. Age requirement

Sway is intended for users aged 18 years or older. By using Sway, you represent that you are at least 18 years of age. We do not knowingly collect personal information from individuals under 13 years of age. If we become aware that a user is under 13, we will promptly delete their account and associated information. If you believe we have inadvertently collected information from a child under 13, contact us immediately at hello@swayon.app.

16. Export controls

You agree to comply with all applicable Canadian, US, and international export control laws and regulations. You represent that you are not located in, a national of, or acting on behalf of any country or region subject to Canadian or US export sanctions, and that you will not use or permit use of Sway in violation of any such laws.

17. Termination

We may suspend or terminate your access to Sway at any time, with or without notice, for any reason including breach of these Terms. Upon termination, your right to use the Service immediately ceases. Sections 4 (BIPA), 5 (Indemnification), 12 (Warranties), 13 (Limitation of Liability), and 14 (Dispute Resolution) survive any termination.

18. Changes to these terms

We may modify these Terms at any time. For material changes, we will provide at least 14 days' notice by email or prominent in-app notice before the change takes effect. Your continued use of Sway after the effective date of updated Terms constitutes your acceptance. If you do not accept updated Terms, you must stop using the Service. The current version is always available at swayon.app/terms.

19. General provisions

• Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and Idea Boundary Inc. regarding Sway, superseding all prior agreements.
• Severability. If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remaining provisions remain in full effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms or any rights under them without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for failure to perform due to causes beyond our reasonable control, including failures of third-party AI providers, internet outages, or government actions.
• Language. These Terms are written in English. To the extent any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.

20. Contact

Legal notices and questions about these Terms: hello@swayon.app

Privacy-specific inquiries: privacy@ideaboundary.com

Idea Boundary Inc.
Ontario, Canada