Terms of Service

1. Acceptance of Terms

Welcome to Swarm Capital. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Swarm Capital LLC, a Delaware limited liability company with its principal place of business at 340 Pine Street, Suite 1800, San Francisco, CA 94104 ("Swarm Capital," "we," "us," or "our"), governing your access to and use of the website located at swarm-us.com and all associated content, features, and services (collectively, the "Site").

By accessing or using the Site, submitting a pitch or inquiry through the Site, communicating with Swarm Capital through any channel, or downloading any content from the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with these Terms, you must not access or use the Site.

If you are using the Site on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" will include both you and that organization.

2. Eligibility

You must be at least 18 years of age to use the Site. By using the Site, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract under applicable law. If you are accessing the Site in your capacity as a representative of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

The Site is intended for use by founders, entrepreneurs, investors, limited partners, advisors, and other professionals in the technology and venture capital ecosystem. Use of the Site for consumer purposes unrelated to investment or business activities is not intended and may be restricted.

3. Description of Services

Swarm Capital operates as a venture capital fund manager investing primarily in seed-stage technology companies. The Site provides information about Swarm Capital's investment focus, portfolio companies, team, and perspectives on technology and investing. The Site also provides a mechanism for founders and potential limited partners to submit inquiries and pitch materials.

The Site does not constitute an offer to sell or solicitation of an offer to buy any securities. Investment in Swarm Capital's funds is available only to eligible investors who meet applicable regulatory requirements and who complete the fund's formal subscription process. Nothing on the Site should be construed as investment advice, financial advice, legal advice, or any other form of professional advice.

4. Intellectual Property Rights

4.1 Ownership

The Site and all content, features, and functionality available through the Site, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, software, and the design, selection, and arrangement of such materials (collectively, "Content"), are owned by or licensed to Swarm Capital and are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 Limited License

Swarm Capital grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal, non-commercial purposes and for the legitimate business purposes described in these Terms. This license does not include the right to: (a) modify or copy materials; (b) use materials for commercial purposes; (c) remove proprietary notices; (d) transfer materials to another person; (e) mirror materials on another server; or (f) reverse engineer any software on the Site.

4.3 Trademarks

The Swarm Capital name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Swarm Capital LLC. You must not use such marks without the prior written permission of Swarm Capital. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.

4.4 User Submissions

By submitting pitch materials, business plans, financial projections, or other materials to Swarm Capital through the Site or otherwise, you grant Swarm Capital a worldwide, non-exclusive, royalty-free license to use, copy, analyze, and evaluate such materials for the purpose of assessing investment opportunities. You retain ownership of your materials. Swarm Capital will treat your materials as confidential and will not share them with third parties except as described in our Privacy Policy or with your consent.

5. User Conduct and Prohibited Activities

You agree not to use the Site in any way that:

• Violates any applicable federal, state, local, or international law or regulation
• Infringes the intellectual property rights of Swarm Capital or any third party
• Transmits any unsolicited or unauthorized advertising or promotional material
• Transmits any material that is defamatory, obscene, offensive, or otherwise objectionable
• Introduces viruses, malware, Trojan horses, or other technologically harmful material
• Attempts to gain unauthorized access to any part of the Site or its related systems
• Engages in any automated use of the Site, including scraping, data mining, or crawling
• Impersonates any person or entity or misrepresents your affiliation with any person or entity
• Engages in any conduct that restricts or inhibits anyone's use or enjoyment of the Site
• Uses the Site to submit fraudulent, misleading, or inaccurate information
• Attempts to circumvent or bypass any security features of the Site
• Uses the Site in any manner that could disable, overburden, damage, or impair it

6. Investment-Related Disclaimers

6.1 Not Investment Advice

The content published on the Site, including blog posts, market analyses, portfolio descriptions, and all other written materials, is for informational and educational purposes only. Nothing on the Site constitutes investment advice, financial advice, trading advice, or any other form of professional advisory services. You should not rely on any information on the Site to make investment decisions.

6.2 Forward-Looking Statements

The Site may contain forward-looking statements regarding investment trends, market conditions, portfolio companies, and other matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from what is projected. We undertake no obligation to update any forward-looking statements.

6.3 Past Performance

Past performance of any investment, portfolio company, or investment strategy described on the Site does not guarantee or predict future results. Venture capital investments involve substantial risk of loss, and it is possible to lose all of the capital invested.

6.4 No Securities Offering

Nothing on the Site constitutes an offer to sell, or a solicitation of an offer to purchase, any securities. Any such offer or solicitation will be made only pursuant to a confidential offering memorandum and other formal offering materials provided to eligible investors, and only in jurisdictions where such offer or solicitation is permitted by applicable law.

7. Privacy and Data Protection

Your use of the Site is subject to our Privacy Policy, which is incorporated into these Terms by this reference. Please review our Privacy Policy at privacy.html to understand our practices. By using the Site, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

8. Third-Party Links and Content

The Site may contain links to third-party websites, resources, or services. These links are provided for your convenience only. Swarm Capital has no control over the content of those sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of those websites.

9. Disclaimer of Warranties

THE SITE AND ALL CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SWARM CAPITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY CONTENT
• WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE SUITABILITY OF ANY INFORMATION FOR ANY PARTICULAR PURPOSE
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SWARM CAPITAL, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to or use of (or inability to access or use) the Site
• Any conduct or content of any third party on the Site
• Any content obtained from the Site
• Unauthorized access, use, or alteration of your transmissions or content
• Any investment decision made based on information on the Site

IN NO EVENT WILL SWARM CAPITAL'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SITE EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO SWARM CAPITAL IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE THOUSAND DOLLARS ($1,000).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF YOU ARE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless Swarm Capital, its members, managers, officers, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Site; (c) materials you submit to Swarm Capital or post to the Site; (d) your violation of any applicable law; (e) your infringement of any intellectual property rights of any third party; or (f) any misrepresentation you make in connection with the Site or your interactions with Swarm Capital.

12. Confidentiality

You acknowledge that in the course of your interactions with Swarm Capital, you may have access to or receive information that is confidential and proprietary to Swarm Capital, including but not limited to information about investment strategies, portfolio company plans, deal pipeline, and financial information ("Confidential Information"). You agree to maintain the strict confidentiality of such Confidential Information, use it solely for the purposes of your legitimate engagement with Swarm Capital, not disclose it to third parties without Swarm Capital's prior written consent, and promptly notify Swarm Capital of any actual or suspected unauthorized disclosure.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any dispute arising out of or related to them or the Site will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of law principles that would require the application of the law of any other jurisdiction.

13.2 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Except for claims for injunctive or other equitable relief, any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or your relationship with Swarm Capital, including the breach, termination, or validity thereof, will be resolved by binding arbitration rather than in court. The arbitration will be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, except as modified herein. The arbitration will take place in San Francisco, California, and will be conducted in English. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING.

13.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. You consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for any such equitable relief.

14. Electronic Communications

By using the Site or communicating with us by email or through the contact form, you consent to receive communications from Swarm Capital electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15. Modifications to Terms and Site

We reserve the right to revise these Terms at any time and for any reason. We will provide notice of material changes by updating the "Last Updated" date at the top of this page and, where appropriate, providing additional notice through the Site or by email. Your continued use of the Site following any changes to these Terms will constitute your acceptance of those changes. We encourage you to review these Terms periodically.

We may modify, suspend, or discontinue the Site, or any portion of it, at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.

16. Severability and Waiver

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions. No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision. Swarm Capital's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

17. Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Swarm Capital relating to the Site and your use thereof, and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Swarm Capital relating to the Site. Any rights not expressly granted herein are reserved.

18. Contact Information

If you have questions about these Terms of Service, please contact us:

• Email: legal@swarm-us.com
• Postal Address: Swarm Capital LLC, Legal Department, 340 Pine Street, Suite 1800, San Francisco, CA 94104, United States
• Phone: +1 (415) 555-0182