ELDER SWAMP CLUB WEBSITE TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OFFERED BY ELDER SWAMP CLUB, INC. a/k/a Swamp Club (“SWAMP CLUB” OR “COMPANY”). BY ACCESSING, BROWSING, OR USING THE WEBSITE LOCATED AT SWAMP-CLUB.COM, INCLUDING ANY SUBDOMAINS, PAGES, FEATURES, OR SERVICES THEREOF (THE “SITE”), YOU (“YOU” OR “USER”) AGREE TO BE BOUND BY THESE TERMS OF USE (THIS “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “YOU” AND “USER” IN THIS AGREEMENT REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT ACCESS OR USE THE SITE IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. DEFINITIONS.

“Account” means a registered user account created on the Site.

“Agreement” means these Website Terms of Use, together with all policies and agreements incorporated herein by reference, as amended from time to time.

“Customer Data” means information and content submitted, transmitted, or otherwise made available by You or Your authorized users to Company in connection with Your use of the Licensed Software, including but not limited to any communications with AI agents, Extension source code, model definitions, data and specifications regarding workflows, and related information.

“Extension” means any models, drivers, vaults, reports, and similar software components made available through the Extension Registry, as further defined in the Extension Registry Terms.

“Extension Registry” means the registry of third-party software components available at swamp-club.com/extensions.

“Extension Registry Terms” means the terms governing the submission and use of the Extension Registry, available at swamp-club.com/extension-registry-terms, which are incorporated into this Agreement by reference.

“Feedback” means any suggestions, ideas, comments, or other feedback You provide to Company regarding the Site or Company’s products and services.

“Leaderboard” means https://swamp-club.com/leaderboard where Company makes available information regarding users with respect to Extensions.

“Licensed Software” means the Company software made available pursuant to an Order and subject to the Company’s Software License Agreement available at: https://swamp-club.com/software-license-agreement, as updated from time to time.

“Order” means a commercial agreement entered into by You and Company at the time of purchase with respect to Paid Products.

“Paid Products” means any subscription plan, paid feature, or other fee-bearing offering made available through or in connection with the Site, as further described in the applicable Order.

“Personally Identifiable Information” or “PII” has the meaning ascribed to it in the Privacy Policy.

“Privacy Policy” means Company’s privacy policy, available at: https://swamp-club.com/privacy-policy, as updated from time to time.

“Telemetry Data” means data and information necessary for the Licensed Software to operate and function as intended transmitted from the Licensed Software to the Company, including but not limited to, authentication and authorization information, queries regarding the Extension Registry, Your use of Extensions, and similar data regarding the operation of the Licensed Software. Telemetry Data excludes any Customer Data.

“User Content” means any content, text, data, information, graphics, or other material that You submit, upload, post, transmit, or otherwise make available through the Site, including via forums or community features.

“Usage Data” means data collected by Company regarding Your use of the Licensed Software and the Site, and Your interaction with the same, including but not limited to, data regarding commands executed, methods invoked on models, workflows run, and related data. Usage Data excludes Customer Data.

2. MODIFICATIONS TO THIS AGREEMENT. Company reserves the right to modify this Agreement at any time. When Company makes material changes, Company will update the version number at the bottom of this page and, where feasible, provide notice through the Site or by email to the address associated with Your Account. Your continued use of the Site after any such change constitutes Your acceptance of the modified Agreement. If You do not agree to the modified Agreement, You must immediately cease using the Site.

3. ELIGIBILITY.

3.1 Age Requirement. The Site is intended for users who are at least eighteen (18) years of age, and by using the Site, You represent and warrant that You are at least of that age.

3.2 Authority. If You are using the Site on behalf of a company or other legal entity, You represent and warrant that You have the legal authority to bind that entity to this Agreement.

4. USER ACCOUNTS.

4.1 Registration. Certain features of the Site require You to register for an Account. When You register, You agree to provide accurate, current, and complete information and to keep that information updated. You may not create more than one Account per individual person without Company’s prior written consent. Accounts are personal and non-transferable.

4.2 Account Security. You are responsible for maintaining the confidentiality of Your Account credentials and for all activity that occurs under Your Account. You agree to notify Company immediately at the contact information in Section 22 if You suspect any unauthorized use of Your Account. Company is not liable for any loss or damage arising from Your failure to safeguard Your credentials.

4.3 Suspension and Termination. Company may suspend or terminate Your Account, with or without notice, for any violation of this Agreement or for any other reason at Company’s sole discretion. Upon termination, Your right to use the Site immediately ceases.

5. ACCEPTABLE USE.

5.1 Access. You may use the Site only for lawful purposes and in accordance with this Agreement. Permitted uses include accessing documentation, registering for an Account, submitting Extensions through the Extension Registry in accordance with the Extension Registry Terms, participating in community forums, and accessing any Paid Products You have subscribed to.

5.2. Prohibited Use. You agree that You will not: (a) use the Site in any manner that violates any applicable federal, state, local, or international law or regulation; (b) transmit any content that is unlawful, defamatory, obscene, harmful, threatening, harassing, or discriminatory; (c) upload or transmit viruses, malware, or any other malicious code; (d) attempt to gain unauthorized access to any portion of the Site, other Accounts, or any related systems or networks; (e) engage in scraping, crawling, or similar automated data collection without Company’s prior written consent; (f) interfere with or disrupt the integrity or performance of the Site or any data contained therein; (g) impersonate any person or entity or misrepresent Your affiliation with any person or entity; (h) use the Site to send unsolicited commercial communications; (i) reverse-engineer, decompile, or disassemble any portion of the Site, except to the extent required to be permitted under applicable law; or (j) facilitate or encourage any other person to violate this Agreement.

6. DATA.

6.1 Ownership. As between You and Company, You retain all ownership rights in User Content and Customer Data. This Agreement does not transfer to Company any ownership interest in User Content or Customer Data.

6.2 Data Licenses.

6.2.1 License to User Content. You hereby grant to Company a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, host, store, reproduce, modify, distribute, publish, publicly display, and transmit User Content in connection with operating and promoting the Site, including but not limited to the Leaderboard, and Company’s products and services.

6.2.2 License to Customer Data. You hereby grant to Company a limited, non-exclusive, non-transferable license to access and use Customer Data solely in connection with Your use of the Site and the Licensed Software, including but not limited to, Company’s delivery, provisioning, and support regarding the same.

6.3 Telemetry Data and Usage Data. You authorize and consent to the collection and use of Telemetry Data and Usage Data for the following purposes in connection with the Licensed Software, Extensions, the Site, and Company's products and services (“Company Materials”): (a) to operate, maintain, and improve Company Materials; (b) to diagnose, monitor, and troubleshoot technical issues and performance regarding Company Materials; (c) the security and integrity of Company Materials; and (d) use such data in aggregate, de-identified form for analytics and improvements regarding Company Materials. You acknowledge that Telemetry Data collection is a necessary and integral component of the Licensed Software and Extensions. You agree not to disable, circumvent, or interfere with Telemetry Data collection mechanisms incorporated into the Licensed Software and Extensions.

6.4 Your Representations. You represent and warrant that: (a) You own or have the necessary rights to grant the license in Section 6.2 and make the authorizations in Section 6.3; (b) User Content and Customer Data do not infringe any third-party intellectual property, privacy, or other rights; and (c) User Content and Customer Data comply with this Agreement and all applicable laws.

6.5 Company’s Right to Remove Content. Company reserves the right, but assumes no obligation, to review, moderate, edit, or remove any User Content or Customer Data at its sole discretion, without notice and without liability to You, including where Company reasonably believes such User Content or Customer Data violates this Agreement or applicable law.

6.6 No Endorsement. User Content does not reflect the views of Company. Company does not endorse any User Content or any opinion expressed therein.

7. EXTENSION REGISTRY. Your access to and use of the Extension Registry is governed by the Extension Registry Terms, which are available at: https://swamp-club.com/extension-registry-terms and are incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the Extension Registry Terms with respect to matters relating to the Extension Registry, the Extension Registry Terms control.

8. PAID PRODUCTS. The Site may offer Paid Products, including subscription plans and premium features. Your access to and use of any Paid Products, including pricing, billing cycles, renewal terms, cancellation rights, and refund policies, is governed by the applicable Order.

9. OWNERSHIP; INTELLECTUAL PROPERTY.

9.1 Company Property. The Site and all content, features, and functionality made available by Company, including but not limited to software, text, graphics, logos, icons, audio clips, and compilations (collectively, “Company Content”) are owned by Company or its licensors and are protected by United States and international copyright, trademark, patent, and other intellectual property laws. The Site and Company Content are licensed, not sold.

9.2 Limited License to You. Subject to Your compliance with this Agreement, Company grants You a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Company Content solely for Your personal or internal business purposes, and subject to any restrictions published on the Site or otherwise made available to You. No other use is permitted without Company’s prior written consent. Except as expressly authorized herein, You may not: (a) reproduce, distribute, modify, or create derivative works of any Company Content; (b) publicly display or perform any Company Content; (c) remove any copyright, trademark, or other proprietary notice from any Company Content; (d) sublicense, sell, or otherwise transfer Your access rights to the Site, or (e) use any Company Content other than in connection with the Site or Licensed Software.

9.3 Feedback. You hereby grant to Company a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit any Feedback for any purpose. Company has no obligation to implement or compensate You for any Feedback.

9.4 Trademarks. The Company name, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Company. You may not use such marks without Company’s prior written permission.

10. COPYRIGHT POLICY AND DMCA PROCEDURE.

10.1 Designated Agent. Company respects intellectual property rights and complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). Company has designated the following Copyright Agent to receive notifications of claimed infringement:

Copyright Agent, Elder Swamp Club, Inc., 2261 Market Street STE 60259, San Francisco, CA 94114; Email: copyright@swamp-club.com

10.2 Takedown Notice. If You believe that content on the Site infringes Your copyright, please submit a written notification to Company’s Designated Agent containing all information required by 17 U.S.C. § 512(c)(3): (a) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit Company to locate the material on the Site; (d) Your contact information, including name, address, telephone number, and email address; (e) a statement that You have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10.3 Counter-Notice. If You believe that material You posted was removed in error as a result of a DMCA takedown notice, You may submit a counter-notice to Company’s Designated Agent containing the information required by 17 U.S.C. § 512(g)(3): (a) Your physical or electronic signature; (b) identification of the material that has been removed and the location where it appeared; (c) a statement under penalty of perjury that You have a good-faith belief that the material was removed as a result of mistake or misidentification; and (d) Your name, address, and telephone number, and a statement consenting to the jurisdiction of the Federal District Court for the Northern District of California (or for Your local district if Your address is in the United States) and that You will accept service of process from the original complainant. Upon receipt of a valid counter-notice, Company will transmit a copy to the original complainant and may restore the removed material in accordance with applicable law.

10.4 Repeat Infringers. In appropriate circumstances and at Company’s sole discretion, Company may terminate the Accounts of users who are found to be repeat infringers.

11. PRIVACY. Company’s collection, use, and disclosure of personal information through the Site is governed by Company’s Privacy Policy, which is incorporated into this Agreement by reference. By using the Site, You consent to Company’s collection and use of information as described in the Privacy Policy. In the event of any conflict between the data practices described in this Agreement and the Privacy Policy, the Privacy Policy controls.

12. THIRD-PARTY SERVICES. The Site may contain links to or enable integration with third-party websites, services, or resources. Company makes no representations or warranties with respect to any third-party services, including their availability, accuracy, security, or fitness for any purpose. Company shall have no liability whatsoever for any acts, omissions, errors, failures, interruptions, or content of any third-party service. Your use of any third-party service in connection with the Site is governed solely by the terms and conditions of the applicable third party, and You are solely responsible for compliance therewith.

13. OPEN SOURCE SOFTWARE. Company makes certain software available under applicable open source terms (“Swamp OSS”). Swamp OSS is not licensed under or subject to this Agreement. Swamp OSS is subject to the applicable open source terms presented in connection with the same, and You shall comply with such open source terms. Swamp OSS is available at: https://git.swamp-club.com/swamp-club.

14. DISCLAIMER OF WARRANTIES.

THE SITE, INCLUDING ALL COMPANY CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT: (A) THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) ANY INFORMATION OBTAINED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE. EXTENSIONS AVAILABLE THROUGH THE EXTENSION REGISTRY ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AS FURTHER DESCRIBED IN THE EXTENSION REGISTRY TERMS.

15. LIMITATION OF LIABILITY.

15.1 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00). WITH RESPECT TO CLAIMS ARISING FROM THE EXTENSION REGISTRY, COMPANY’S LIABILITY CAP IS $100.00 AS SET FORTH IN THE EXTENSION REGISTRY TERMS.

16. INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, agents, licensors, and service providers (collectively, “Indemnified Parties”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) Your violation of this Agreement; (b) Your User Content or Customer Data; (c) Your use of the Site; (d) Your violation of any third-party rights, including intellectual property or privacy rights; or (e) Your violation of any applicable law or regulation.

17. TERM AND TERMINATION.

17.1 Term. This Agreement is effective when You first access the Site and continues until terminated.

17.2 Termination. Either party may terminate this Agreement at any time: You by ceasing to use the Site and, if applicable, closing Your Account; Company by providing notice or by suspending or disabling Your access to the Site. Company may also terminate this Agreement immediately upon notice if You: (a) materially breach this Agreement; (b) make or attempt any assignment for the benefit of creditors; (c) have any action or proceeding under any bankruptcy or insolvency laws taken against You; or (d) undergo liquidation or dissolution.

17.3 Effect of Termination. Upon termination, Your license to use the Site immediately terminates and You must cease all use of the Site and Company Content.

17.4 Survival. Sections 1, 5.2, 6.2, 6.3, 9, 10.4, 11, 14, 15, 16, 19, 20, and 21 shall survive any expiration or termination of this Agreement.

18. COMPLIANCE WITH LAWS. You shall comply with all applicable laws and regulations in Your use of the Site, including without limitation laws regarding the unlawful gathering or collection of information in violation of any privacy laws or regulations. You shall, at Your own expense, defend, indemnify, and hold harmless Company from and against any claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees) arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of Your agents, officers, directors, or employees.

19. EXPORT CONTROLS. The Site and all related technical information are subject to the export control laws and regulations of the United States. You agree not to export, re-export, or otherwise release any portion of the Site outside of the United States except in compliance with applicable law. You represent that You are not located in, or a national of, any country subject to a United States government embargo or designated as a “terrorist supporting” country, and that You are not on any U.S. government list of prohibited or restricted parties.

20. GOVERNING LAW; DISPUTE RESOLUTION.

20.1 Governing Law. This Agreement and all matters relating to this Agreement shall be construed in accordance with and controlled by the laws of the State of California, without reference to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

20.2 Exclusive Jurisdiction. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.

21. MISCELLANEOUS.

21.1 Entire Agreement; Amendment. This Agreement, together with the Extension Registry Terms, the Privacy Policy, and any applicable Order, constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior communications, representations, or understandings, whether oral or written, between You and Company relating to the subject matter hereof. This Agreement may not be modified except as provided in Section 2 or by a written agreement signed by authorized representatives of both parties.

21.2 Severability and Waiver. To the extent that any term, condition, or provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable under applicable law, then such term, condition, or provision shall be deemed amended only to the extent necessary to render it enforceable under applicable law, preserving to the fullest extent possible the intent and agreements of the parties set forth herein. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.

21.3 Assignment. You may not transfer or assign this Agreement or any of Your rights or obligations hereunder without Company’s prior written consent. Any purported assignment or transfer by You without Company’s prior written consent shall be void and of no effect. Company may freely assign this Agreement, or delegate obligations under this Agreement, without Your prior written consent, including in connection with a change in control, merger, acquisition, or sale of all or substantially all of its assets.

21.4 No Agency; Independent Contractors. This Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship between You and Company. Neither party has authority to bind or commit the other.

21.5 Force Majeure. Company shall not be liable for failure to perform any of its obligations under this Agreement (except payment obligations) during any period in which Company cannot perform due to fire, earthquake, flood, any other natural disaster, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, war, embargo, riot, civil disturbance, act of public enemy, act of nature, the intervention of any government authority, any failure or delay of any transportation, power, or communications, or for any other similar cause beyond Company’s reasonable control. In the case of failure to perform, Company shall promptly notify You in writing of the reason for and the likely duration of the failure.

21.6 Notices. All notices, summons, and communications related to this Agreement shall be written in English and given by registered mail, internationally recognized overnight courier, or by electronic mail (with confirmation of receipt), to Company at the address set forth in Section 22, or to You at the address associated with Your Account.

21.7 Electronic Communications. By using the Site, You consent to receive electronic communications from Company. You agree that any notices, agreements, disclosures, or other communications Company sends electronically satisfy any legal requirements that such communications be in writing.

21.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of You and Company and their respective permitted successors and assigns. Nothing herein creates or implies any rights in any third party.

21.9 Use of Name for Marketing Purposes. If You are a business entity, You hereby authorize Company to identify You as a Company customer and, in connection with the foregoing, to use Your name, mark, and logo on Company’s website and in Company’s marketing materials, unless You notify Company otherwise in writing.

21.10 Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

22. CONTACT INFORMATION.

For questions about this Agreement, to report violations, or to submit notices under Section 10, please contact Company at:

Elder Swamp Club, Inc.
2261 Market Street STE 60259
San Francisco, CA 94114
Email: legal@swamp-club.com

VERSION: 20261013