Swoon Front Office® and Swoon Assist API is licensed to You (End-User) by Swoon Learning, LLC, located and registered at 142 N Milpitas Blvd, #188, Milpitas, California 95035, United States ("Licensor"), for use only under the terms of this License Agreement.

By using the Licensed Web Application, Licensed API or accessing the Licensed Application, Licensed API through a supported web browser, and any update thereto, You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.

The parties of this License Agreement acknowledge that the Services are not a Party to this License Agreement and are not bound by any provisions or obligations with regard to the Licensed Application, Licensed API such as warranty, liability, maintenance and support thereof. Swoon Learning, LLC, not the Services, is solely responsible for the Licensed Application, Licensed API and the content thereof.

Swoon Front Office®, and Swoon Assist are accessible via supported web browsers and are licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You. Swoon Front Office® and Swoon Assist is to be used on devices that support modern web browsers.

1. THE APPLICATION
2. SCOPE OF LICENSE
3. TECHNICAL REQUIREMENTS
4. MAINTENANCE AND SUPPORT
5. USER-GENERATED CONTRIBUTIONS
6. CONTRIBUTION LICENSE
7. LIABILITY
8. WARRANTY
9. PRODUCT CLAIMS
10. LEGAL COMPLIANCE
11. CONTACT INFORMATION
12. TERMINATION
13. INTELLECTUAL PROPERTY RIGHTS
14. APPLICABLE LAW
15. MISCELLANEOUS

1. THE APPLICATION

Swoon Front Office® ("Licensed Application") and Swoon Assist (“Licensed API”) are pieces of software created to streamline administrative tasks and enhance efficiency in managing instructional support programs. Created to centralize data, schedule sessions, and facilitate communication, the application aims to simplify coordination between coaches or instructors, students, parents/guardians, and administrators. Its purpose is to provide a user-friendly interface that optimizes workflow, ensuring a seamless and organized experience for all stakeholders — and customized for iOS and Android mobile devices ("Devices").

The Licensed Application also includes Swoon Assist, an integrated AI assistant system that operates both digitally and mechanically to enhance user experience. Swoon Assist functions as a background API agent that autonomously facilitates various tasks across the application, such as transcription generation, activity summarization, and workflow optimization. It also manifests physically as a wearable microphone device used in live instructional settings. This device supports real-time transcription and contributes data to the system in alignment with applicable privacy policies and user settings.

1. Privacy Protection Clause: We are committed to safeguarding the privacy of our users, especially children, by employing robust security measures to protect personally identifiable information (PII). The data collected, including but not limited to PII, is utilized solely for the purpose of enhancing the educational experience within our applications.
2. Compliance with COPPA and FERPA: We strictly adhere to the Children's Online Privacy Protection Act (COPPA), ensuring that users under the age of 13 are provided with a safe and secure online environment. For students above the age of 13, compliance with the Family Educational Rights and Privacy Act (FERPA) is maintained to protect their educational records.
3. Parental/Guardian Consent: Users under the age of 13 are required to obtain explicit consent from their parents or legal guardians before accessing our applications. The consent process includes verification steps to ensure the authenticity of parental or guardian approval.
4. Data Security and Encryption: Our commitment to data security involves the implementation of advanced encryption techniques to guarantee the confidentiality and integrity of sensitive information. We adhere to industry standards for data protection, ensuring the secure handling and storage of all user data.
5. California Consumer Privacy Act (CCPA) Compliance: As a company based in Milpitas, California, we comply with the California Consumer Privacy Act (CCPA), providing users with the right to access and control their personal information. Users can exercise their rights under the CCPA through the mechanisms outlined in our privacy policy.
6. Notification of Changes: Users will be promptly notified of any modifications to this EULA or our privacy policy. Notifications will be conveyed through in-app notifications and/or email, allowing users to stay informed about any alterations to the terms.
7. Restricted Use and Age Verification: The use of our applications is restricted to individuals above the age of 8, and age verification is an integral part of the registration process. Users acknowledge that falsifying age information violates the terms of use.
8. Termination of Accounts: Accounts found in violation of age restrictions or involved in any form of misuse may be subject to termination. Termination decisions will be made in accordance with the conditions outlined in our terms of service.
9. Dispute Resolution and Governing Law: Disputes arising under this agreement will be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceedings shall be conducted in Milpitas, California, unless both parties agree otherwise. The award rendered by the arbitrator(s) shall be final and binding, and judgment may be entered upon it in accordance with applicable law. Each party shall bear their own costs of arbitration, and the prevailing party may be entitled to recover reasonable attorney fees. This dispute-resolution mechanism ensures a fair and efficient process for resolving disagreements in compliance with industry standards.
10. User Responsibilities: Parents or guardians assume the responsibility of ensuring compliance with age restrictions and overseeing the use of our applications by minors. It is imperative for users to actively monitor and guide the activities of minors accessing our educational services.
 
2. SCOPE OF LICENSE
1. 2.1. You are granted a non-transferable, non-exclusive, non-sublicensable right to access and use the Licensed Application and Licensed API via a supported web browser solely for Your internal, non-commercial use, in accordance with this License Agreement.
2. 2.2. This license includes any updates, enhancements, or modifications provided by Swoon Learning, LLC that supplement or replace the original Licensed Application, Licensed API, unless such updates are accompanied by a separate license in which case that license will apply.
3. 2.3. You may not share, sublicense, rent, lease, lend, or otherwise make the Licensed Application, Licensed API available to any third party, except where explicitly permitted by this License Agreement or with Swoon Learning, LLC’s prior written consent.
4. 2.4. You may not reverse engineer, decompile, disassemble, modify, adapt, or create derivative works based on the Licensed Application, Licensed API, or any portion thereof, unless explicitly authorized in writing by Swoon Learning, LLC.
5. 2.5. You may not use automated tools or scripts to access or interact with the Licensed Application, Licensed API in any way that disrupts the service or violates fair usage limits.
6. 2.6. Swoon Learning, LLC reserves the right to modify the terms and conditions of this license and/or restrict access to the Licensed Application, Licensed API in cases of misuse or breach of this License Agreement.
7. 2.7. Your use of the Licensed Application, Licensed API must comply with all applicable laws, regulations, and third-party agreements.
 
3. TECHNICAL REQUIREMENTS
1. 3.1. System Compatibility: The Swoon Front Office® application is a web-based platform accessible through standard web browsers. To ensure optimal performance and functionality, users are required to have access to a modern web browser such as Google Chrome, Mozilla Firefox, Safari, or Microsoft Edge.
2. 3.2. Internet Connection: Users must have a stable and reliable internet connection to access and utilize the Swoon Front Office® application. A minimum internet speed of 5 Mbps is recommended for an optimal user experience.
3. 3.3. Supported Devices: The Swoon Front Office® application is designed to be compatible with various devices, including desktop computers, laptops, tablets, and smartphones. Users should ensure that their device meets the specifications recommended by the device manufacturer for accessing web applications.
4. 3.4. AWS Service Availability: The Swoon Front Office® application is hosted on Amazon Web Services (AWS). Users must acknowledge and agree that the availability and performance of the application may be subject to AWS's terms of service and any disruptions in AWS services may affect access to the application.
 
4. MAINTENANCE AND SUPPORT
1. 4.1. The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application, Licensed API. You can reach the Licensor at the email address listed in the CONTACT INFORMATION section of this EULA for this Licensed Application, Licensed API.
2. 4.2. Swoon Learning, LLC and the End-User acknowledge that the Services have no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application, Licensed API.
 
5. USER-GENERATED CONTRIBUTIONS

The Licensed Application, Licensed API may invite You to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, Licensed API, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Licensed Application, Licensed API and through third-party websites or applications. As such, unless otherwise governed by applicable data privacy regulations such as FERPA or COPPA. When You create or make available any Contributions, You thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Licensed Application, Licensed API, and other users of the Licensed Application, Licensed API to use Your Contributions in any manner contemplated by the Licensed Application, Licensed API and this License Agreement.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Licensed Application, Licensed API and this License Agreement.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
13. Your Contributions do not otherwise violate, or link to material that violates, any provision of this License Agreement, or any applicable law or regulation.

Any use of the Licensed Application, Licensed API in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of Your rights to use the Licensed Application.

 
6. CONTRIBUTION LICENSE
1. 6.1. By posting Your Contributions to any part of the Licensed Application or Licensed API, or by linking Your account to external platforms, You grant Swoon Learning, LLC a worldwide, royalty-free, non-exclusive, irrevocable, fully paid, and transferable license to use, store, host, reproduce, modify, publicly display, and distribute Your Contributions solely for purposes consistent with providing, improving, promoting, or maintaining the Licensed Application and Licensed API.
2. 6.2. This license allows Swoon Learning, LLC to create derivative works (e.g., summaries, AI-generated insights) and may include limited promotional use of non-personally identifiable Contributions in internal or external marketing materials. Swoon Learning, LLC will never sell Your Contributions to third parties or use them in third-party advertising.
3. 6.3. You retain full ownership of Your Contributions and any associated intellectual property rights. Swoon Learning, LLC does not claim ownership over Your content. You waive any moral rights You may have in Your Contributions, to the extent permitted by law, solely for the purpose of allowing the Licensed Application and Licensed API to function as intended.
 
7. LIABILITY
1. 7.1. Swoon Learning, LLC’s liability is limited to cases of gross negligence or willful misconduct. In all other cases, liability is limited to typical, foreseeable damages under the agreement. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.
2. 7.2. Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this License Agreement. To avoid data loss, You are required to make use of backup functions of the Licensed Application, Licensed API to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Licensed Application, Licensed API, You will not have access to the Licensed Application, Licensed API.
 
8. WARRANTY
1. 8.1. The Licensor warrants that the Licensed Application, Licensed API will be provided in a professional and workmanlike manner and that the functionality of the Licensed Application, Licensed API will conform substantially to its documentation when accessed under normal conditions using supported web browsers.
2. 8.2. The Licensed Application, Licensed API is delivered as a software-as-a-service (SaaS) solution and is not downloaded or installed locally. As such, the Licensor does not warrant against errors resulting from internet service interruptions, browser incompatibility, or system configurations outside its control.
3. 8.3. This warranty does not apply to defects or service interruptions caused by misuse, unauthorized modifications, integrations with unsupported third-party systems, or other causes outside the control of Swoon Learning, LLC.
4. 8.4. You must promptly report any issues or defects to Swoon Learning, LLC through the contact information provided in this agreement. Reported issues will be reviewed, and if verified, addressed through corrective actions or updates to the Licensed Application, Licensed API.
5. 8.5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION, LICENSED API IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SWOON LEARNING, LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6. 8.6. This disclaimer does not override or limit any specific guarantees made in service-level agreements (SLAs) or official product documentation.
 
9. PRODUCT CLAIMS

Swoon Learning, LLC and the End-User acknowledge that Swoon Learning, LLC, and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application, Licensed API or the End-User's possession and/or use of that Licensed Application, Licensed API, including, but not limited to:

1. product liability claims;
2. any claim that the Licensed Application, Licensed API fails to conform to any applicable legal or regulatory requirement; and
3. claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application's or Your Licensed API’s use of the HealthKit and HomeKit.
 
10. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and that You are not listed on any US Government list of prohibited or restricted parties.

 
11. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the Licensed Application, Licensed API, please contact:

Cory Borman
142 N Milpitas Blvd., #188
Milpitas, CA 95035
United States
help@swoonlearning.com

 
12. TERMINATION
1. 12.1. This license is valid until terminated by either You or Swoon Learning, LLC. You may terminate the license at any time by ceasing all use of the Licensed Application, Licensed API, and returning or deactivating any associated hardware, including Swoon Assist devices.
2. 12.2. Swoon Learning, LLC may terminate this license without notice if You fail to comply with any of the terms of this License Agreement.
3. 12.3. Upon termination, You must immediately stop using the Licensed Application and Licensed API, and permanently delete or disable any access credentials associated with Your account. If You are in possession of a physical Swoon Assist device, it must be returned or deactivated in accordance with Licensor's return instructions or policies.
4. 12.4. Failure to return or deactivate physical hardware, such as the Swoon Assist device, within 30 calendar days of the effective date of termination may result in service charges or fees, as outlined in our hardware return policy.
5. 12.5. Termination does not relieve either party of obligations incurred prior to termination and does not limit any rights or remedies available under applicable law.
 
13. INTELLECTUAL PROPERTY RIGHTS

Swoon Learning, LLC and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application, Licensed API or the End-User's possession and use of that Licensed Application, Licensed API infringes on the third party's intellectual property rights, Swoon Learning, LLC, and not the Services, will be solely responsible for the investigation, defense, settlement, and discharge or any such intellectual property infringement claims.

 
14. APPLICABLE LAW

This License Agreement is governed by the laws of the State of California excluding its conflicts of law rules.

 
15. MISCELLANEOUS
1. 15.1. If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.
2. 15.2. Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.