terms

Please review these Terms carefully. By accessing or using the Services, you agree to be bound by them, on behalf of yourself and any venue, entity, or organization you represent. If you do not agree, you should not use the Services.

To use the Services, you must be at least 18 years old, located in the United States, and not a competitor of Sway accessing the Services for competitive purposes. By using the Services, you represent that you meet these requirements and that you have the authority to enter into these Terms on behalf of any organization you represent.

We may update these Terms from time to time. The latest version will always be posted on this page with an updated date. Changes take effect when posted, and your continued use of the Services after that point means you accept the updated Terms. We encourage you to review this page periodically.

The Services include informational content about Sway, interactive tools such as calculators, and forms you can use to contact us or inquire about working together. We may change, add, or remove features of the Services at any time as we develop them.

Our tools and calculators produce estimates for general informational purposes, based on the inputs you provide and on typical patterns. These estimates are illustrative and are not a quote, a promise, or a guarantee of any particular outcome. Your actual results will depend on factors specific to your venue, your market, and your participation.

Sway works hard to bring venues event inquiries and bookings, and the figures we publish reflect real outcomes for specific venues. They are examples, not predictions. We do not guarantee any specific number of inquiries, bookings, revenue, or return, whether through the Services or through a paid engagement, because results depend on many factors outside our sole control.

Some tools offer a premium report available for a one-time fee. Payments for these reports are processed by our payment provider, Stripe, and by purchasing you agree to provide accurate payment information and authorize the charge. Access to a premium report is delivered to you after payment. If you have a problem with a report you purchased, email hello@trysway.co and we will work with you to make it right.

You agree to use the Services only for lawful purposes and not to:

• Violate any applicable law, regulation, or contractual or intellectual property right
• Submit false, misleading, or fraudulent information, or impersonate any person or organization
• Send unsolicited advertising or spam through our forms
• Interfere with, disrupt, or place an undue burden on the Services or the networks behind them
• Introduce viruses, malware, or other harmful code
• Attempt to gain unauthorized access to the Services or related systems
• Use automated means to scrape, harvest, or copy content or data from the Services, except that public search engines may index the Services for the purpose of creating publicly available search results
• Reverse engineer or attempt to derive the source code of the Services
• Use the Services to build a competing product or service

Ownership

The Services and their contents, features, and functionality, including text, design, graphics, logos, and tools (the "Content"), are owned by Sway or its licensors and are protected by United States and international intellectual property laws. Nothing in these Terms transfers any ownership in the Content to you.

License to use the Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your own business purposes in accordance with these Terms. You may not copy, reproduce, distribute, modify, create derivative works from, sell, or otherwise exploit any part of the Content except as expressly permitted, and you may not remove any copyright, trademark, or other proprietary notices.

Trademarks

"Sway," the Sway logo, and related marks are the property of Sway. You may not use them without our prior written consent. Other trademarks appearing on the Services are the property of their respective owners.

Any information you submit through our forms is handled in accordance with our Privacy Policy. If you send us feedback or suggestions about the Services, you grant us the right to use that feedback freely, without obligation to you, and you agree not to send us anything you consider confidential or proprietary.

You agree to indemnify, defend, and hold harmless Sway and its affiliates and their respective officers, directors, employees, and agents from any claims, damages, liabilities, and expenses, including reasonable attorneys' fees, arising out of or relating to your breach of these Terms or your misuse of the Services.

The Services may contain links to third-party websites and services, including PrivateEvents.co. These links are provided for your convenience. Sway does not control and is not responsible for the content, products, or practices of any third-party site, and your use of them is at your own risk and subject to their terms.

Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your information. By using the Services, you consent to the practices described there.

We may suspend or end your access to the Services at any time, for any reason, including for any breach of these Terms. Provisions that by their nature should survive termination, including intellectual property rights, disclaimers, limitations of liability, and the dispute provisions below, will continue to apply.

These Terms, and any dispute arising out of or relating to them or the Services, are governed by the laws of the State of California, without regard to its conflict-of-law principles, except that subsection (d) below (Waiver of Jury Trial) is governed by the laws of the State of New York, without regard to its conflict-of-law principles, for the reasons stated there.

(a) Informal resolution first

Before filing a claim, you agree to contact us at hello@trysway.co and give us thirty (30) days to resolve the issue informally. Most concerns get resolved at this stage.

(b) Agreement to arbitrate

If we can't resolve a dispute informally, you and Sway agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including a dispute over the formation, applicability, or enforceability of this arbitration agreement, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court. This doesn't apply to: (i) an individual claim brought in small claims court, or (ii) a claim by either party for injunctive relief to stop actual or threatened infringement, misappropriation, or violation of its intellectual property or confidentiality rights, which may be brought in court. Arbitration will be seated in San Francisco, California, before a single arbitrator. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), reflecting a national policy favoring arbitration, and applies because the Services involve interstate commerce. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this arbitration agreement, including whether a particular claim is subject to arbitration.

(c) Class action waiver

You and Sway may bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request, and only that claim or request, must be severed and litigated in court rather than arbitrated, and the parties agree that court is the state or federal courts located in San Francisco County, California, to whose exclusive jurisdiction the parties consent for that purpose.

(d) Waiver of jury trial

To the extent any claim proceeds in court rather than in arbitration, whether under the small-claims or injunctive-relief carve-outs in subsection (b) or the severability provision in subsection (c), each party knowingly and voluntarily waives any right to a trial by jury in that proceeding. California law (see Grafton Partners L.P. v. Superior Court, 36 Cal. 4th 944 (2005)) does not permit enforcement of a predispute contractual jury waiver in a California court outside the arbitration context. The parties therefore agree that this waiver of jury trial is governed by, and shall be enforced under, the laws of the State of New York, which recognizes and enforces knowing, voluntary, contractual predispute jury waivers between commercial parties, and the parties consent to the application of New York law solely for the purpose of construing and enforcing this subsection (d), in whatever court the underlying claim is venued.

(e) Time to file claims

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after it arose, or it is permanently barred, except where a shorter or longer period is required by applicable law.

(f) If arbitration doesn't apply

If a court determines that the arbitration agreement in subsection (b) is unenforceable in its entirety, any dispute will instead be resolved exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the personal jurisdiction of those courts. The class action waiver in subsection (c) and the jury trial waiver in subsection (d) each independently remain in full force in that forum to the maximum extent enforceable.

If any provision of these Terms is found unenforceable, the rest remain in effect. Our failure to enforce any provision is not a waiver of it. These Terms, together with the Privacy Policy, the Purchase Terms, and any signed Service Agreement, are the entire agreement between you and Sway regarding the Services. You may not assign your rights under these Terms without our consent, and we may assign ours freely. Nothing in these Terms creates any agency, partnership, or joint venture between you and Sway. You agree to comply with all applicable United States export laws in your use of the Services.

1.1 Forming the agreement

A purchase is complete when your payment is processed. You must be at least 18 years old and authorized to bind the venue you're purchasing for, and the information you provide at checkout must be accurate. If any of that isn't true, don't complete the purchase.

1.2 Payment and billing

Payments are processed by Stripe. Fees are in U.S. dollars and don't include applicable taxes, which are the Client's responsibility. Engine purchases bill on a recurring monthly subscription to the card or bank account on file; you authorize Sway to charge that method each month until the engagement ends under Section 1.9 or the applicable Product section. If a charge fails, we'll attempt to notify you and may suspend work on the account until payment is current.

If you believe a charge is wrong, contact hello@trysway.co before disputing it with your card issuer. A chargeback filed for a charge tied to work Sway has already performed may be contested using these Purchase Terms and your account records as evidence of the agreement and the work delivered.

1.3 No guarantee of bookings or revenue

Sway delivers the specific things stated in your Product section below, and nothing beyond that is promised. We don't guarantee that any lead, inquiry, tour, or proposal results in a booking or in revenue for the venue. Results depend on factors outside Sway's control, including the venue's own pricing, availability, and follow-through.

1.4 What Sway builds stays Sway's

Landing pages, ad creative, ad accounts, audience targeting, CRM configurations, response templates, and reporting frameworks that Sway builds for the engagement are Sway's property, hosted on Sway's infrastructure. The Client gets a license to benefit from them for as long as the engagement is active, and that license ends when the engagement does. The Client keeps ownership of whatever it already owned and gave Sway to work with: its logo, photography, menus, and its own copy. Lead and prospect data that Sway's work generates is Sway's data.

1.5 Confidentiality

Each of us will keep the other's non-public business information confidential and use it only to run the engagement. This holds for three years after the engagement ends and doesn't restrict disclosures required by law.

1.6 Data protection and data use

Each of us will comply with applicable privacy law, including the California Consumer Privacy Act as amended by the California Privacy Rights Act, for any personal information we handle under these Purchase Terms, and will honor a lawful opt-out, deletion, or correction request from anyone whose information we hold.

For Sales Engine and Growth Engine, the Client provides Sway a list of its previous event clients at signing. Sway uses that list to build a lookalike advertising audience, to identify where the venue may be leaving revenue on the table, to solicit direct feedback from past clients, and to identify repeat business under Sections 4 and 5. Sway keeps the list confidential under Section 1.5, uses it only for the purposes above, and doesn't sell it or share it outside the engagement.

1.7 No circumvention

For twenty-four (24) months after Sway first logs a lead, the Client can't book a private event with that lead, through any channel, without paying Sway the commission that would otherwise apply. Directing staff to contact a Sway-managed lead directly to avoid commission is a breach of this Section and entitles Sway to three (3) times the commission owed on that booking, in addition to any other remedy available.

1.8 Reference and publicity

Sway may reference the Client's name, logo, and a general description of the work in Sway's own marketing, case studies, and site, during the engagement and for twelve (12) months after. Sway won't disclose the Client's specific revenue figures or pricing without written consent. The Client can opt out of being named at any time by writing to hello@trysway.co.

1.9 Cancellation and termination

Cancellation terms are set out in your Product section below. Whenever an engagement ends, all outstanding amounts owed to Sway, including any unpaid Build Out fee and any earned or estimated commission, become due immediately. Sway completes work already in progress through the effective end date but isn't obligated to start new work once notice is given.

1.10 Disclaimers and limitation of liability

1.11 Indemnification

Each of us will defend and hold the other harmless from third-party claims arising from our own breach of these Purchase Terms, our own gross negligence or willful misconduct, or a claim that materials we supplied infringe a third party's rights.

1.12 Independent contractor

Sway is an independent contractor. Nothing here creates an employment, agency, partnership, or joint venture between us.

1.13 Governing law and disputes

These Purchase Terms are governed by California law. If a dispute comes up, we'll first try to resolve it through good-faith negotiation between senior people on both sides for thirty (30) days. If that doesn't work, we'll mediate in San Francisco County, California, splitting the cost. If mediation doesn't resolve it within thirty (30) days, either of us can bring an action in the state or federal courts in San Francisco County, and we both consent to that jurisdiction. The prevailing party can recover its reasonable attorneys' fees. Either of us can go straight to court for injunctive relief to protect intellectual property, confidential information, or rights under Section 1.7, without waiting on negotiation or mediation first. No claim under these Purchase Terms can be brought more than two (2) years after it arose.

1.14 Miscellaneous

If part of these Purchase Terms turns out to be unenforceable, the rest stays in effect. Neither of us can assign this agreement without the other's consent, except in a merger, acquisition, or sale of substantially all assets. Neither of us is liable for delays caused by events beyond reasonable control, provided the affected party notifies the other within five (5) business days. These Purchase Terms, together with the pricing stated at checkout, are the entire agreement for your purchase unless and until superseded by a signed Sway Venue Services Agreement as described above.

Open delivers ten (10) qualifying event inquiries to the Client's inbox within ninety (90) days of onboarding, generated through Sway-managed advertising and Sway's collection pages. A qualifying inquiry includes real contact information, event details, and an acknowledged budget, submitted through a Sway-managed channel within the venue's service area. Advertising is included in the price; there's no separate ad budget and no commission on any booking that results.

If Sway delivers fewer than ten qualifying inquiries by the end of the 90-day window, Sway refunds $150 for each inquiry short of ten. The refund is issued automatically at the end of the window unless we've agreed otherwise in writing. Following up with delivered inquiries and closing the resulting bookings is the Client's own team's job; Sway doesn't work these leads past handoff.

If the Client purchases any Engine within three (3) months of the Open purchase date, Sway credits $1,500 toward that Engine's $3,000 Build Out fee, half the Build Out fee, leaving $1,500 payable.

The templated landing page and collection-page listing Sway builds for Open are Sway's property under Section 1.4. There's no minimum term beyond the 90-day delivery window: once the window closes and any refund is settled, the engagement ends on its own.

Lead Engine runs dedicated paid advertising for the venue, builds a custom landing page, and routes every inquiry to the Client's team by instant text and email in the venue's name. Following up, touring, proposing, and closing is the Client's team's work start to finish; Sway's job ends at handoff.

The monthly fee is $2,500, billed in advance. Advertising is passed through at cost to a dedicated ad account, billed separately from the monthly fee; Sway recommends $1,000 or more a month and applies no markup. A $3,000 Build Out fee is invoiced in the fourth month of the term. If the engagement ends before month four, the Build Out fee becomes due in full immediately.

The initial term is twelve (12) months, with the first six (6) months non-cancelable by the Client except for Sway's uncured material breach (notified in writing, with fourteen (14) days to cure). After the first six months, the Client may cancel with thirty (30) days' written notice; if not cancelled, the agreement renews month-to-month until either side gives thirty (30) days' notice. The monthly fee increases by seven percent (7%) on each anniversary of the start date. The Client must provide Sway access to install tracking (Meta Pixel, Google Ads tag, GA4) within seven (7) days of the start date and can't remove it without Sway's written consent.

Sales Engine works the venue's own inbound inquiries: Sway triages, responds, books tours, sends proposals, and closes. The Client runs its own advertising and demand generation; there's no ad budget in this Product. The Client routes all private event inquiries to Sway's CRM within twenty-four (24) hours of receipt, regardless of source.

The monthly fee is $1,800, billed in advance. Sway earns a twelve percent (12%) commission on every booking during the term, with one exception: repeat business is commission-free. At signing, the Client provides Sway a list of its previous event clients. Sway uses this list to build a lookalike advertising audience, to identify where the venue may be leaving revenue on the table, and to solicit direct client feedback. Contacts on that list are also ringfenced as prior-to-Sway customers: a booking from any of them is repeat business. Commission is collected automatically from the space reservation fee through Stripe Connect at the moment a booking is confirmed and the deposit is paid; the Client never sends Sway a separate payment for it.

A $3,000 Build Out fee is invoiced in the fourth month of the term, due in full immediately if the engagement ends before then. The initial term is twelve (12) months, with the first six (6) months non-cancelable except for Sway's uncured material breach (fourteen (14) days to cure after written notice). After that, the Client may cancel with thirty (30) days' written notice; otherwise the agreement renews month-to-month on the same thirty (30) day notice. The monthly fee increases seven percent (7%) on each anniversary of the start date. Sales Engine is eligible for the Sway Bridge described below.

Growth Engine runs the full funnel: dedicated advertising, a custom landing page, inquiry response, tours, proposals, and close. The Client's team takes over operations once a booking is confirmed.

The monthly fee is $1,500, billed in advance. Advertising is passed through at cost to a dedicated ad account, billed separately; Sway recommends $1,000 or more a month with no markup. Sway earns a fifteen percent (15%) commission on every booking during the term except repeat business, defined and collected the same way as Sales Engine, above. A $3,000 Build Out fee is invoiced in the fourth month of the term, due in full immediately if the engagement ends before then.

The initial term is twelve (12) months, with the first six (6) months non-cancelable except for Sway's uncured material breach (fourteen (14) days to cure after written notice). After that, the Client may cancel with thirty (30) days' written notice; otherwise the agreement renews month-to-month on the same thirty (30) day notice. The monthly fee increases seven percent (7%) on each anniversary of the start date. The Client must provide tracking access within seven (7) days of the start date and can't remove it without Sway's written consent. Growth Engine is eligible for the Sway Bridge described below.

Sales Engine and Growth Engine clients in good standing can use the Sway Bridge once in any rolling twelve (12) months, for a window Sway confirms with the Client in writing before it starts. During the window, which runs up to two (2) months:

• The monthly fee drops to $0.
• Commission on bookings Sway touches during the window rises to twenty percent (20%).
• On Growth Engine, the advertising budget holds at a $500 minimum, billed at actual spend.
• Sway keeps working every live inquiry and lead at full speed throughout.

Standard terms resume automatically when the window closes, and using the Bridge extends the engagement's term by six (6) months.