StoneSwap Studio — Terms of Service (Brands, Dealers & Contractors)

Version 2026-09-25 · Effective 2026-09-25Print or save as PDFPrivacy Policy (Business Customers) and Schedule A

Version 2026-09-25 · Effective: 2026-09-25

These Terms of Service (the "Terms") are a legal agreement between StoneSwap Inc. (formerly 17524218 Canada Inc.), a corporation incorporated under the laws of Canada, with its office at 21 King St W, Suite 6, Hamilton, Ontario L8P 4W7, Canada, GST/HST registration 71855 1765 RT0001 ("StoneSwap", "we", "us"), and the business that accepts them (the "Customer", "you"). They govern the Customer's use of StoneSwap Studio, the white-label AI landscape-design visualizer described in section 4, and everything StoneSwap provides with it.

Please read these Terms carefully. By clicking "I accept" (or a similar button), by signing an Order Form that refers to them, or by using the Service, the Customer agrees to be bound by them. If the person accepting does not have authority to bind the Customer, or the Customer does not agree, do not accept and do not use the Service.

1. Definitions

In these Terms, the following capitalised words have the meanings below. Other capitalised words are defined where they first appear.

• "Agreement" means these Terms, the Schedules, any Order Form, and any Signed Agreement, read together in the order set out in section 3.
• "API" means the Render Engine API, the Management API and any other programmatic interface, software development kit, embed code or webhook StoneSwap makes available to the Customer.
• "Applicable Privacy Law" means every law that applies to the Processing of Personal Information under the Agreement, including the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA"), Quebec's Act respecting the protection of personal information in the private sector as amended by Law 25 ("Law 25"), substantially similar provincial laws, Canada's Anti-Spam Legislation ("CASL"), and, where the Customer's End Users are located there, the California Consumer Privacy Act as amended ("CCPA"), other U.S. state privacy laws and the Telephone Consumer Protection Act ("TCPA").
• "Authorised Person" means an individual who has authority to bind the Customer and who accepts these Terms or a change to them on the Customer's behalf.
• "Billing Period" means, for a monthly Plan, each period of one month starting on the date the Plan begins and on each Renewal Date after it.
• "Blocked Attempt" means a render request that the Platform's automated safety checks refuse before a Design is generated, as described in section 7.4.
• "Brand" means a Customer that is a manufacturer or producer of hardscape, landscape or outdoor-living products and that hosts its own products on the Platform.
• "Brand Content" means the logos, trademarks, trade names, product names, colour and texture swatches, product photographs and imagery, product descriptions, specifications, dimensions and other product data, reference materials, marketing copy, sample photographs and any other materials the Customer supplies to StoneSwap or uploads to the Platform, together with any rendering profile, prompt set or reference set StoneSwap builds from them to depict the Customer's products.
• "Business Day" means a day other than a Saturday, Sunday or statutory holiday in Ontario.
• "Confidential Information" has the meaning given in section 18.
• "Dealer" means a Customer that is a distributor, supplier, retailer, landscape contractor or installer and that uses the Platform to visualize products made by Brands or by others.
• "Demo" means a Demo account or Demo plan described in section 8.6.
• "Design" (also called a "render") means an image or set of images generated by the Platform's AI models in response to a request, whether made by an End User, the Customer, a Showroom Device or the API.
• "Design Credit" means one unit of entitlement to have one Design generated, whether included in a monthly Plan, bought as an extra design, bought up front as a Prepaid Design, or granted under a Demo.
• "End User" means any individual who uses the Customer's Studio, a Showroom Device registered to the Customer, or an integration built on the Customer's API access, including homeowners, contractors, designers, the Customer's staff acting as visualizer users, and leads.
• "Fees" means all amounts payable to StoneSwap under the Agreement, including Plan fees, extra design fees, Prepaid Design purchases, Setup Fees, hardware charges, professional-services charges and taxes.
• "Host-a-Product Request" means a request made in the Portal to host a product or Variation on the Platform, as described in section 8.8.
• "Network" means the Platform functionality that allows the products of one Brand to be rendered in the Studios, Showroom Devices and integrations of other Tenants, and on StoneSwap.ai, as described in section 13.
• "Order Form" means an order, quote, proposal, payment link, checkout page or invoice issued by StoneSwap that identifies the Customer's Plan, Fees or other purchases and that refers to, or is accepted under, these Terms.
• "Personal Information" means information about an identifiable individual, and includes "personal information" as defined in PIPEDA and Law 25 and "personal information" as defined in the CCPA.
• "Plan" means the subscription or usage plan the Customer has selected, as shown in the Portal or an Order Form, including the monthly Plans, the Enterprise plan and the Demo.
• "Platform" or "StoneSwap Studio" means StoneSwap's hosted software, AI pipeline, infrastructure, models, prompts, rendering profiles, designs, documentation, tools and know-how used to provide the Service, and all updates, improvements and derivative works of any of them.
• "Portal" means the management portal StoneSwap provides to the Customer to configure and operate its Studio, manage products, view leads and insights, manage billing and users, and accept legal documents.
• "Prepaid Designs" means Design Credits bought up front in a batch under the Enterprise plan or a Signed Agreement, as described in section 8.4.
• "Processing" means any operation performed on Personal Information, including collection, use, storage, disclosure, transfer and destruction.
• "Renewal Date" means the day of each month on which a monthly Plan renews, being the day the Plan began or, if the Customer's period was re-opened under section 9.7, the day it re-opened.
• "Schedules" means Schedule A (Data Processing Terms) and Schedule B (Plans and Fees) to these Terms.
• "Service" means the Studio, the Portal, the Network, StoneSwap.ai as it relates to the Customer's products, the software on Showroom Devices, the API, the default legal pages, support and every other service StoneSwap provides to the Customer under the Agreement.
• "Setup Fee" means the one-time product setup fee payable for each Variation hosted on the Platform, as described in section 8.7.
• "Showroom Device" means a touch-screen kiosk, tablet or other device registered in the Customer's Portal to run the Customer's Studio in a store, showroom, trade show or other physical location.
• "Signed Agreement" means a statement of work, master services agreement, data processing agreement or other agreement about the Service that both StoneSwap and the Customer have signed (in ink or electronically) other than by click-acceptance of these Terms.
• "StoneSwap.ai" means StoneSwap's own consumer and contractor visualizer at stoneswap.ai and any successor site or app.
• "Studio" means the Customer's branded visualizer website provided by StoneSwap on the Customer's .studio domain (or another domain agreed in writing), including its End User accounts, share pages and default legal pages.
• "Sub-processor" means a third party StoneSwap engages to Process Personal Information on the Customer's behalf, as listed in Schedule A.
• "Tenant" means any customer of StoneSwap (including the Customer) that has its own Studio, Portal and tenant database on the Platform.
• "Tenant Data" means the data collected or generated through the Customer's Studio, Showroom Devices, Portal and API access and held in the Customer's tenant database and media storage, including leads, End User accounts, uploaded photographs, Designs, project insights, consent records and settings. Tenant Data does not include Brand Content, Platform data described in section 16.2, or another Tenant's data.
• "Variation" means a single combination of product, colour, finish, size or pattern that is hosted on the Platform as a selectable option for rendering.
• "Variation Cap" means the maximum number of Variations the Customer's Plan allows it to host, as described in section 8.9.

2. Acceptance and Electronic Signature

2.1 How the Agreement is formed

The Agreement is formed, and the Term begins, when an Authorised Person clicks to accept these Terms in the Portal, at checkout or in an onboarding flow; when the Customer signs an Order Form that refers to these Terms; or, if earlier, when the Customer first uses the Service. Acceptance by one Authorised Person binds the Customer and all of its Portal users.

2.2 Electronic acceptance is a signature

The Customer agrees that clicking "I accept" (or a similar control) is the Customer's electronic signature and has the same legal effect as a handwritten signature, in accordance with the Electronic Commerce Act, 2000 (Ontario) and equivalent laws elsewhere. StoneSwap records, for each acceptance, the accepting person's name, title and e-mail address, the IP address used, the date and time, and the version of the document accepted, and keeps that record for the life of the account and as long afterwards as section 25 and the law require. The Customer may request a copy of its acceptance record and of the version it accepted at any time through the Portal or by e-mail to [email protected]. The Customer will not contest the validity, enforceability or admissibility of the Agreement on the ground that it was formed or signed electronically.

2.3 Authority

The person who accepts these Terms represents that they are at least the age of majority in their jurisdiction, that they are an officer, director, owner or other person authorised to bind the Customer, and that they have read and understood these Terms. If it later turns out that the person did not have authority, that person is personally bound by these Terms until the Customer ratifies the acceptance.

2.4 Business use only

The Service is offered to businesses for business purposes. The Customer confirms that it is acquiring the Service for use in its trade, business or profession and not as a consumer. Consumer protection laws that apply only to consumer transactions do not apply to the Agreement.

3. The Agreement and Order of Precedence

3.1 Documents that make up the Agreement

The Agreement consists of these Terms, the Schedules, any Order Form and any Signed Agreement. The Portal's Plans and Billing pages, the fee amounts shown at checkout and the Customer's configuration choices in the Portal form part of the Customer's instructions and orders under the Agreement.

3.2 Order of precedence

If the documents conflict, the following order applies, with the earlier document prevailing over the later one on the point of conflict:

1. a Signed Agreement between StoneSwap and the Customer, to the extent it expressly addresses the point;
2. an Order Form or invoice, to the extent it expressly addresses the point;
3. these Terms; and
4. the Schedules, except that Schedule A prevails over these Terms on a question of the handling of Personal Information only.

A Signed Agreement that is silent on a point is supplemented by these Terms; it does not exclude them. A purchase order or other document issued by the Customer does not form part of the Agreement, even if StoneSwap acknowledges or fulfils it, unless StoneSwap signs it.

4. The Service

4.1 What StoneSwap provides

Subject to the Agreement, StoneSwap will provide the Customer, for the Term, with a non-exclusive, non-transferable, revocable right to access and use the Service for the Customer's internal business purposes and to make its Studio available to End Users. The Service includes, as applicable to the Customer's Plan:

1. the Studio: a branded visualizer website on the Customer's .studio domain, where End Users upload a photograph of a property, select products and receive AI-generated Designs;
2. the Portal: the management interface for the Studio, including product management, leads, insights, billing, users, safeguards, retention settings, Network settings and legal documents;
3. Showroom Device software: the software mode that runs the Studio on Showroom Devices the Customer registers, subject to section 14;
4. the API: where included in the Customer's Plan or agreed in writing, programmatic access described in section 15;
5. the Network and StoneSwap.ai: the ability for a Brand's products to be rendered in other Tenants' visualizers and on StoneSwap.ai, and for a Dealer to render products of Brands that permit it, subject to section 13; and
6. support: as described in section 4.5.

4.2 Domain

Unless the Customer supplies its own domain, StoneSwap will register and manage a .studio domain for the Customer's Studio. The first year's registration is charged at sign-up where shown at checkout; renewals are included in the Plan unless an Order Form says otherwise. Domains registered by StoneSwap are held by StoneSwap during the Term and transferred as described in section 25.6. Domains supplied by the Customer remain the Customer's, and the Customer will maintain the DNS and registrar settings StoneSwap reasonably requires.

4.3 "Powered by StoneSwap" attribution

End User-facing pages of the Studio, Showroom Devices and share pages display a "Powered by StoneSwap" attribution (or similar) in a form StoneSwap determines, unless StoneSwap has agreed otherwise in a Signed Agreement. The Customer will not remove, hide, alter or obscure the attribution.

4.4 Audit logging

Actions taken in the Portal, including settings changes, product changes, user changes, legal acceptances and StoneSwap staff actions on the Customer's account, are logged with the acting person and IP address. The Customer's Portal users consent to that logging, and the Customer will inform them of it.

4.5 Support

StoneSwap provides support through the Portal and by e-mail during Business Days. StoneSwap will use commercially reasonable efforts to respond to support requests in a timely manner, but response and resolution times are targets, not commitments. Support does not include custom development, design work, data migration, on-site services, or training beyond the documentation, which StoneSwap may offer under a separate Order Form at its then-current rates.

4.6 No service-level commitment

StoneSwap does not commit to any uptime, availability, response time or render time unless a Signed Agreement contains a service-level commitment. StoneSwap may take the Service offline for maintenance and will try to give advance notice in the Portal for planned maintenance that it expects to affect End Users.

4.7 Third-party providers

The Service depends on third-party providers, including the AI model providers, hosting, content delivery, storage, e-mail and payment providers listed in Schedule A, and any provider the Customer connects itself. StoneSwap does not control those providers and is not responsible for their outages, delays, data loss, changes in service, terms or pricing, or withdrawal of a model or service. Section 26 describes what StoneSwap may do when a provider or model changes.

5. Accounts and Security

5.1 Portal users

The Customer may create Portal user accounts for its own personnel and, where the Portal permits, for its dealers, agents or contractors. The Customer is responsible for every act and omission of its Portal users and of anyone who accesses the Portal through the Customer's credentials, whether or not authorised, until the Customer notifies StoneSwap and the access is revoked. The Customer will ensure that each Portal user is bound by obligations at least as protective as the Agreement.

5.2 Credentials

The Customer will keep passwords, API keys, webhook secrets and device registrations confidential, will use strong and unique passwords, will enable any additional authentication StoneSwap offers, and will promptly remove users who no longer need access. The Customer will notify StoneSwap without delay at [email protected] if it suspects unauthorised access to its account, Studio, Showroom Device or API keys.

5.3 Accurate information

The Customer will keep its legal name, contact details, billing contact and payment method accurate and current in the Portal. StoneSwap may rely on the details in the Portal for notices, invoices and legal acceptances.

5.4 StoneSwap's access

StoneSwap's administrative tooling does not present the Customer's leads, End User records or insights to StoneSwap staff in the ordinary course. StoneSwap personnel may access the Customer's tenant database and media only to provide support the Customer requests, to investigate an incident, security threat or suspected abuse, to perform maintenance and migrations, to comply with law, or as otherwise permitted by the Agreement. Such access is logged.

6. Acceptable Use

6.1 Permitted use

The Customer may use the Service only for the purpose of visualizing, promoting and selling hardscape, landscape and outdoor-living products and services, capturing and following up leads generated through its Studio, and related lawful business purposes.

6.2 Prohibited conduct

The Customer will not, and will not permit any Portal user, End User, Showroom Device operator or integration to:

1. use the Service in breach of any law, regulation, court order or third-party right, including Applicable Privacy Law, CASL, the TCPA, consumer-protection, advertising, competition and intellectual-property laws;
2. upload, submit, generate, display or distribute content that is unlawful, defamatory, obscene, sexually explicit, hateful, harassing, violent, deceptive, infringing, or that depicts identifiable people without their consent, or that is otherwise inappropriate for a property-visualization tool;
3. attempt to bypass, disable, probe or test the Platform's safety checks, geographic controls, velocity limits, Turnstile bot-check, location-trust checks, watermarks or other security or anti-abuse measures, or use the Service to generate content that the safety checks would refuse;
4. use automated scripts, bots, scraping or bulk submissions to generate Designs or to extract data from the Service except through the API within its documented limits;
5. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts, rendering profiles or algorithms of the Platform, except to the extent a law expressly permits it despite this restriction;
6. copy, modify, translate, frame, mirror, resell, sublicense, rent, lease, time-share or otherwise make the Service available to third parties other than End Users of the Customer's Studio and Showroom Devices, or build a competing product using the Service or its outputs;
7. remove, alter or obscure any proprietary notice, watermark, attribution or disclaimer on the Service or on a Design;
8. use the Network, the Portal, insights or the API to compile, extract, benchmark, resell or disclose product-level analytics about another Brand's products, or to sell or license Platform-generated data or leads to third parties as a data product;
9. use another Brand's Brand Content, obtained through the Network or otherwise, other than within the Service as the Network permits;
10. interfere with or disrupt the integrity or performance of the Service, or introduce malicious code;
11. impersonate any person or entity or misrepresent the Customer's affiliation with any person, Brand or StoneSwap;
12. use leads, End User Personal Information or Designs to send unsolicited commercial messages without the consent Applicable Privacy Law requires, or for any purpose the End User was not told about; or
13. use the Service to generate content for a person under the age of majority, or knowingly permit a person under 14 in Quebec (or the applicable age elsewhere) to use the Studio without the consent of a parent or guardian.

6.3 Monitoring and enforcement

StoneSwap may, but is not obliged to, monitor use of the Service for compliance with the Agreement, by automated means and through review of flagged activity. StoneSwap may remove or refuse to display content, block End Users, devices, IP addresses or accounts, and take the steps described in section 24 if it reasonably believes this section has been breached. The Customer is responsible for End Users' compliance with the Studio's terms of use, which the Customer publishes under section 17.4.

7. Designs, AI Outputs and Safety Checks

7.1 Designs are illustrative concepts

Designs are generated by third-party AI models from an End User's photograph, the products selected and the Customer's Brand Content. They are artistic, illustrative concepts intended to help an End User imagine how a space could look. They are not: measurements, quantities, take-offs, quotations, estimates, prices, plans, drawings, specifications, engineering, structural, drainage, grading, safety or code assessments, product availability or product recommendations, or professional design, construction, landscaping or other advice. A Design may be inaccurate, incomplete or physically impossible; it may misrepresent scale, colour, texture, pattern, joint width, lay direction, edge details, lighting, site conditions and product suitability; it may depict products that do not exist in the size, colour or combination shown; and it may add, remove or alter elements of the photograph. Nothing in a Design is a representation by StoneSwap or by any Brand of how a product will look when installed.

7.2 Verification

The Customer will, and will require its End Users to, verify every Design and every decision based on a Design with a qualified professional (such as a landscape contractor, designer, engineer or the product manufacturer) and against physical product samples before purchasing, quoting, specifying or installing anything. StoneSwap displays a notice to that effect on the Studio, and the Customer will not remove or contradict it.

7.3 StoneSwap does not control AI outputs

StoneSwap does not create, control, review or approve the content of Designs. Designs are produced by third-party AI models that operate probabilistically and whose behaviour StoneSwap cannot fully predict or constrain. StoneSwap gives no warranty as to any Design, and is not responsible or liable for any Design, its accuracy, its fitness for any purpose, any resemblance to a real person, place or work, or any loss arising from reliance on it. To the extent any intellectual-property right subsists in a Design, section 16 applies.

7.4 Automated safety checks

Before and during rendering, and after a Design is generated, the Platform applies automated safety checks (rule-based and AI-based) that may refuse a request, refuse to display an output, or block an End User, device or IP address. These checks exist to protect the Service, the Customer's brand and End Users, and the Customer instructs StoneSwap to operate them. The Customer acknowledges that:

1. the checks are automated and may make errors in both directions: they may refuse legitimate requests and they may fail to detect content that is unlawful, harmful, offensive, infringing or unsuitable;
2. StoneSwap does not manually review every request or every Design, and does not guarantee that any category of content will be detected or prevented;
3. StoneSwap is not responsible or liable for content End Users upload or generate, or for anything the checks miss, and the Customer is responsible for any moderation of its Studio beyond the automated checks that it considers necessary; and
4. StoneSwap may change the checks, their thresholds and their providers at any time.

7.5 How Design Credits are consumed (blocks and failures)

The Customer expressly accepts the following counting rules, which apply to every Plan and to Prepaid Designs:

1. One Design, one credit. Each completed Design consumes one Design Credit at the moment it is generated, whether or not it is viewed, saved, shared or liked, and whether or not the End User is satisfied with it.
2. Five blocks equal one Design. Every five Blocked Attempts, cumulatively across the Customer's account, consume one Design Credit ("blocks are billed in batches of five as one design"). Blocked Attempts are requests the pre-render AI safety check refuses; they are counted because the check itself consumes AI compute. Requests rejected by the free rule-based pre-check, and outputs withheld by the post-render check, do not count as Blocked Attempts and do not consume credits. Blocked Attempts appear as their own line in the Customer's usage record.
3. Technical failures are returned. If a render request fails for a technical reason on StoneSwap's side or at its AI model provider and no Design is produced, the credit is returned to the Customer's balance. A Design that is produced but that the End User dislikes is not a technical failure.
4. End User-paid Designs. Designs paid for by an End User through a consumer credit pack (section 8.10) do not consume the Customer's Design Credits.
5. Credits consumed under the Customer's settings are earned. The Customer controls the limits, safeguards, access mode, free-Design allowances and retention settings in its Portal. Design Credits consumed under the settings the Customer chooses, including by End Users or automated traffic that drain the balance because of limits the Customer set or left disabled, by the Customer's own campaigns, events or staff, or by traffic from the Customer's own websites, are earned when consumed and are not refunded or re-credited. StoneSwap will help the Customer configure its limits on request.

7.6 Watermarks and notices

StoneSwap may composite the Customer's watermark, the "Powered by StoneSwap" attribution and an "AI-generated illustration" notice on Designs. The Customer will not remove them and will not represent a Design as a photograph of an installed product.

8. Plans, Design Credits and Product Hosting

8.1 Plans

The Customer's Plan, its monthly fee, its included Design Credits, its Variation Cap and any other entitlements are those shown in the Portal or Order Form at the time of purchase, and are summarised in Schedule B as at the version date of these Terms. The Portal's Plans and Billing pages are the authoritative statement of the Customer's current Plan. StoneSwap may offer, change or withdraw Plans under sections 9.9 and 26.

8.2 Monthly Plans

A monthly Plan (as at this version: Cornerstone, Keystone and Capstone) includes a set number of Design Credits per Billing Period. Included Design Credits refill to the Plan's full amount on each successful renewal and do not roll over: unused included Design Credits expire at the end of the Billing Period without refund or credit. A monthly Plan also includes a Variation Cap and, unless the Plan states otherwise, participation in the Network.

8.3 Extra designs

A Customer on a monthly Plan whose subscription is not cancelled may buy extra Design Credits in the Portal at the extra-design price shown there (as at this version, $1.00 each, minimum 10 per purchase). Extra Design Credits are used only after the Billing Period's included Design Credits are exhausted, do not expire while the Customer's account remains open and in good standing, and are not refunded.

8.4 Enterprise plan and Prepaid Designs

The Enterprise plan has no monthly fee. Design Credits are bought up front in batches at the Enterprise prices shown to Enterprise Customers in the Portal or in an Order Form, and are payable by bank transfer against a numbered invoice; they are not sold by card. Prepaid Designs are credited to the Customer's balance when StoneSwap records receipt of payment. Prepaid Designs are drawn first for every Design; Designs generated beyond the prepaid balance in a month are invoiced at the Enterprise overage price (as at this version, $1.00 each) on the monthly usage invoice, unless a Signed Agreement provides that rendering pauses at a zero balance. Prepaid Designs never expire while the Customer's account remains open and in good standing; they are non-refundable and non-transferable, and they lapse if the Agreement terminates or the account is closed (section 25.3). Monthly usage invoices for Enterprise Customers are issued from usage aggregates and are payable within the period stated on the invoice.

8.5 Other Signed Agreements

Where a Signed Agreement sets a per-Design rate, a purchase commitment, a balance gate or other commercial terms, those terms apply in place of sections 8.2 to 8.4 to the extent they conflict.

8.6 Demo

StoneSwap may, at its discretion, provide a Demo account with a fixed total allowance of Design Credits that does not refill. The Demo is provided free of charge for evaluation, is not for production or public use unless StoneSwap agrees in writing, and may be limited, modified, converted or withdrawn by StoneSwap at any time without notice or liability. StoneSwap may delete a Demo account and its data after a period of inactivity. Sections 7, 11, 16, 17, 18, 20 and 21 apply to a Demo. To go live, the Customer must select and pay for a Plan; a new Billing Period opens on that day.

8.7 Product setup fee

A one-time Setup Fee (as at this version, $10.00 per Variation) is payable for each Variation hosted on the Platform, whether listed at sign-up, submitted through a Host-a-Product Request, or set up by StoneSwap for the Customer. The Setup Fee covers StoneSwap's work to prepare the Variation for rendering (including swatch preparation, scene generation and rendering-profile work) and is earned when the Variation is hosted. There is no monthly hosting charge for Variations. Setup Fees are non-refundable, including if the Customer later removes the Variation, downgrades, cancels or is terminated.

8.8 Host-a-Product Requests

A Brand may request the hosting of a product or Variation through the Portal. By submitting a Host-a-Product Request, the Customer attests that it owns or has the right to license all Brand Content in the request for the purposes of section 11, that the product is genuinely offered for sale by the Customer, and that the information is accurate. An open request counts against the Variation Cap. StoneSwap may decline any request, in whole or in part, in its reasonable discretion (for example for quality, rights, legal, safety, technical or capacity reasons); if StoneSwap declines a Variation, no Setup Fee is payable for that Variation and any Setup Fee already paid for it is credited to the Customer's account. StoneSwap may also remove a hosted Variation at any time if it reasonably believes the Variation breaches the Agreement or exposes StoneSwap to a claim, and section 8.7 applies.

8.9 Variation Caps

Each Plan carries a Variation Cap (as at this version: 50, 300 and 500 Variations for the monthly Plans; unlimited on Enterprise; StoneSwap may agree a different cap for a Customer in writing). When the Customer reaches its Variation Cap it cannot host more Variations until it removes Variations or upgrades; nothing already hosted is removed because of the cap. Turning a Variation off does not free room under the cap; only removing it does. A cap StoneSwap has raised for a Customer in writing is not lowered again by StoneSwap without notice. Dealers do not host products and Variation Caps and Setup Fees do not apply to them.

8.10 Consumer credit packs

Where the credit pack store is enabled for the Customer's Studio, End Users may buy Design Credits for their own use by card. StoneSwap sells those packs in its own name and for its own account as merchant of record, under its consumer purchase terms, collects and keeps that revenue, and issues the receipts. Designs paid for by End Users in this way do not consume the Customer's Design Credits and are not credited to the Customer. Card details are processed by Stripe and never touch StoneSwap's servers.

8.11 Free-Design allowances for End Users

The Customer may configure in the Portal the number of free Designs a new verified End User receives. Free Designs consume the Customer's Design Credits under section 7.5. The Customer may disable free Designs at any time.

9. Fees, Payment and Taxes

9.1 Fees

The Customer will pay the Fees shown in the Portal, at checkout or in the applicable Order Form. Unless stated otherwise, Fees are in United States dollars for Plans, Design Credits and Setup Fees, and in the currency stated on the invoice for other items.

9.2 Payment processor and card on file

Card payments are processed by Stripe, Inc. and its affiliates ("Stripe") on StoneSwap's Stripe account. By providing a payment method, the Customer authorises StoneSwap and Stripe to store it and to charge it for all Fees as they fall due, including monthly Plan renewals, upgrades, extra designs, Setup Fees and taxes, without further authorisation for each charge. The Customer is responsible for keeping a valid payment method on file. StoneSwap does not store full card numbers. Card charges appear on statements with a descriptor beginning "DESIGNS" (for example "DESIGNS* STONESWAP" or "DESIGNS STONESWAP"). Stripe's own terms apply to the Customer's use of Stripe's services.

9.3 Automatic renewal

A monthly Plan renews automatically on each Renewal Date for a further Billing Period, and the card on file is charged the Plan fee on that day, until the Customer cancels under section 23.3 or the Agreement ends. If a renewal charge fails, StoneSwap may retry it. If payment is not received within the grace period stated in the Portal (as at this version, three days), rendering on the Customer's Studio, Showroom Devices and API pauses and products may be withheld from the Network until payment is made.

9.4 Invoices

Fees that are not charged to a card (including Prepaid Designs, Setup Fee invoices, professional services and hardware) are invoiced and payable in full, without set-off or deduction, by the due date stated on the invoice or, if none is stated, within 30 days of the invoice date. Payment by bank transfer is made in the currency of the invoice and the Customer bears its own bank charges.

9.5 Taxes

Fees are exclusive of taxes. StoneSwap will add GST/HST, QST or other sales taxes where the law requires it to collect them, and will show them on the invoice or receipt. The Customer is responsible for all other taxes, duties and levies arising from its purchase, including any withholding tax; if the Customer must withhold, it will gross up the payment so that StoneSwap receives the full Fee. The Customer will provide a valid tax registration or exemption certificate on request.

9.6 Late payment

If any amount is not paid when due, StoneSwap may (a) charge interest on the overdue amount at 1.5% per month, compounded monthly (19.56% per year), from the due date until paid; (b) after giving the Customer written notice (which may be by e-mail or in the Portal) and at least ten days to pay, suspend all or part of the Service, including taking the Studio offline, pausing rendering and withholding products from the Network, until all overdue amounts are paid; (c) recover its reasonable costs of collection, including legal fees; and (d) if the amount remains unpaid 30 days after notice, terminate the Agreement for cause under section 24.1. Suspension does not relieve the Customer of its obligation to pay Fees for the suspended period.

9.7 Lapsed periods and reactivation

If a monthly Plan lapses for non-payment or is cancelled and the Customer later reactivates it, the Customer pays one full month of the Plan it selects and a new Billing Period opens on that day; no Fees are owed for the lapsed weeks, and no included Design Credits from the lapsed period are restored.

9.8 Plan changes

The Customer may upgrade its monthly Plan at any time through the Portal. An upgrade takes effect immediately on payment of the full, non-prorated difference between the Plan fees for the current Billing Period; the included Design Credits and Variation Cap rise immediately and the Renewal Date does not change. A downgrade takes effect on the next Renewal Date; no refund or credit is given for the current Billing Period, and if the Customer's hosted Variations exceed the lower Plan's Variation Cap the Customer cannot host more until it removes Variations. Moves between the Enterprise plan or a Signed Agreement and a monthly Plan are arranged with StoneSwap in writing and take effect after the last usage invoice is settled.

9.9 Price changes

StoneSwap may change its Plan fees, extra-design price, Setup Fee, Enterprise batch prices and other list prices on at least 30 days' notice by e-mail or in the Portal. A change to a monthly Plan fee takes effect on the first Renewal Date after the notice period ends; if the Customer does not accept the change it may cancel under section 23.3 before that Renewal Date. A price change does not affect Prepaid Designs already paid for or a rate fixed in a Signed Agreement for the period the Signed Agreement fixes it.

9.10 Disputed charges

The Customer will notify StoneSwap in writing of any disputed charge within 30 days of the charge or invoice date, with reasons; otherwise the charge is deemed accepted. The parties will work in good faith to resolve the dispute, and the Customer will pay any undisputed portion when due. The Customer will contact StoneSwap before initiating a chargeback; an unjustified chargeback is a breach of the Agreement and StoneSwap may suspend the Service while it is unresolved.

10. No Refunds

10.1 Final sale

Except as expressly stated in sections 8.8 (declined Variations), 24.3 (termination by StoneSwap for convenience) and 26.4 (discontinuance), and to the fullest extent permitted by law, all Fees are non-refundable and non-creditable. In particular, the following are final sale and are not refunded in whole or in part, whether used or unused, and whether the Customer cancels, downgrades, is suspended or terminated, changes its mind, stops using the Service or is dissatisfied with any Design: Design Credits included in a monthly Plan; extra Design Credits; Prepaid Designs and any other prepaid design batch or commitment; Setup Fees; the current Billing Period's Plan fee; hardware charges once the hardware has shipped; and professional-services charges for work performed.

10.2 Why

Design Credits are consumed by third-party AI compute that StoneSwap pays for at the moment of generation, and Setup Fees pay for work StoneSwap performs when a Variation is hosted. The Customer acknowledges that this no-refund policy is reflected in StoneSwap's prices.

11. Brand Content Licence

11.1 Grant

The Customer grants StoneSwap a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers) licence, for the Term and thereafter as section 11.4 provides, to host, store, copy, reproduce, adapt, modify, crop, resize, re-encode, translate, create derivative works of, publicly display, perform, transmit and distribute the Brand Content, and to build rendering profiles, prompts, reference sets and product data from it, for the purposes of building, operating, securing, supporting, marketing and improving the Platform and the Service, including:

1. in the Customer's Studio, Portal, Showroom Devices and API integrations;
2. in the Studios, Showroom Devices and integrations of other Tenants through the Network, subject to the Customer's Network settings (section 13);
3. on StoneSwap.ai and in StoneSwap's other visualizer products and product pickers;
4. in Designs, and in the share pages, proposals, quotes, mood boards, marketing documents and other materials End Users and Tenants create with Designs;
5. in transactional and marketing e-mails, notifications and printed materials generated by the Service for End Users and Tenants; and
6. in screenshots, demonstrations and sample Designs used to demonstrate, document, test and market the Platform, subject to section 12.

11.2 Sublicences

StoneSwap may sublicense the rights in section 11.1 to its Sub-processors and service providers to the extent needed to provide the Service, to other Tenants to the extent the Customer's Network settings permit, and to End Users and Tenants for the purpose of generating, viewing, saving, sharing and using Designs and the documents that contain them, including for their own commercial purposes such as quoting and lead generation.

11.3 Rendering profiles

StoneSwap will not sell, license or distribute a rendering profile built from the Customer's Brand Content as a stand-alone asset, and will not use it to improve the depiction of another Brand's products. StoneSwap may use general learnings and Platform improvements that do not embody the Customer's Brand Content for any purpose.

11.4 Survival

The licence in this section continues after the Term to the extent needed to: keep storing, displaying and delivering Designs generated before termination to the End Users and Tenants who created them, on StoneSwap.ai and in Tenant accounts, subject to the applicable retention settings; honour share links, documents and communications that already contain Brand Content; and keep StoneSwap's records. It does not permit the generation of new Designs depicting the Customer's products after termination, except where a Design is regenerated from an existing project by the End User who created it during a retention window and the Customer has not asked StoneSwap in writing to prevent it.

11.5 Ownership retained; trademark use

The Customer retains all ownership of its Brand Content and trademarks. StoneSwap will use the Customer's trademarks in the form the Customer supplies, will not register any confusingly similar mark or domain (other than the Customer's .studio domain under section 4.2), and will not use them in a way that suggests the Customer endorses a product other than its own. Goodwill from StoneSwap's use of the Customer's trademarks accrues to the Customer.

11.6 Takedown of specific items

If the Customer no longer has the right to a specific item of Brand Content, it will remove it in the Portal or notify StoneSwap, and StoneSwap will stop using that item in new Designs and new materials within a reasonable time; Designs and materials already generated are not recalled.

12. Publicity

12.1 Customer reference

The Customer agrees that StoneSwap may use the Customer's name, logo and trademarks, and screenshots of the Customer's Studio, to identify the Customer as a customer of StoneSwap and to describe the Service StoneSwap provides to it, including on StoneSwap's websites, in customer lists and logo walls, case studies, proposals and presentations to prospects, social media, press releases, award submissions, investor materials and marketing campaigns, and may state that StoneSwap built and operates the Customer's visualizer.

12.2 Opt-out for new materials

The Customer may at any time ask in writing (to [email protected]) that StoneSwap stop using its name and logo in new marketing materials. StoneSwap will comply within 30 days of receipt for materials created after that date. Materials created before then (including printed items, published case studies, recorded presentations and past social-media posts) may remain in use and need not be withdrawn, although StoneSwap will make reasonable efforts to update its website customer list on request.

12.3 Case studies and quotes

StoneSwap will not attribute a quotation to the Customer or its personnel, or publish a detailed case study containing the Customer's non-public figures, without the Customer's prior approval, which may be given by e-mail.

12.4 Customer's statements

The Customer may state that its visualizer is powered by StoneSwap. The Customer will not make statements about StoneSwap or the Platform that are false or misleading, and will not use StoneSwap's name or logo other than the "Powered by StoneSwap" attribution without StoneSwap's prior written consent.

13. The Network and Third-Party Brand Content

13.1 How the Network works

The Platform allows the products of a Brand to be rendered in the Studios, Showroom Devices and integrations of other Tenants, and on StoneSwap.ai. A Brand controls, through its Network settings in the Portal, whether other Tenants may render its products and, where the settings allow it, which Tenants may do so and whether access is open, by request or by invitation. A Brand may grant or revoke a Tenant's access at its discretion. Revoking access prevents that Tenant's End Users from generating new Designs with the Brand's products; it does not delete or invalidate Designs already generated, which remain subject to the applicable Tenant's retention settings.

13.2 Brand's products on StoneSwap.ai and partner devices

Unless the Customer's Plan or a Signed Agreement says otherwise, a Brand's hosted products are made available for rendering on StoneSwap.ai and on the Showroom Devices and Studios of Tenants that the Brand's Network settings permit. StoneSwap may present a Brand's products alongside those of other Brands and may order, group and filter products as it considers appropriate.

13.3 Third-party Brand Content

Brand Content of other Brands available to the Customer through the Network belongs to those Brands or their licensors. The Customer may use it only within the Service, for generating, viewing and sharing Designs and the documents that contain them, and only while the Brand permits it. The Customer will not extract, copy, republish or use another Brand's Brand Content outside the Service, will not represent another Brand's products as its own, and will comply with any restrictions a Brand sets in its Network settings.

13.4 No guarantee of availability

StoneSwap does not guarantee that any Brand's products will be, or remain, available to the Customer through the Network, that any Tenant will enable the Customer's products, or that a Brand will approve a request for access. A Brand may block, restrict or withdraw its products from the Network or from a particular Tenant at any time, and StoneSwap may remove a Brand's products from the Network if that Brand's account is cancelled, suspended or terminated. StoneSwap is not liable to the Customer for any such change.

13.5 Insights

Each Tenant receives the leads and Design information generated through its own Studio, Showroom Devices and integrations. StoneSwap does not provide a Tenant with product-level analytics about another Brand's products or with aggregate insights about another Brand's products across the Network; those are available only to the Brand concerned. The Customer will not compile, benchmark, sell or disclose product-level analytics about another Brand's products, or sell Platform-generated data, and section 6.2 applies. StoneSwap will take reasonable steps to enforce this restriction on becoming aware of a breach but cannot guarantee that another Tenant will comply with it.

13.6 Retention across accounts

The Customer's retention settings apply only to data in the Customer's own tenant database and media storage. Leads, Designs and records held in another Tenant's account remain subject to that Tenant's retention settings even when they depict the Customer's products, and deletion from the Customer's account does not delete them from the other Tenant's account. The same applies in reverse.

13.7 Dealer usage and showroom devices

Each Tenant pays StoneSwap for its own Design usage. Designs generated on a Showroom Device draw on the Plan of the Tenant that registered the device, including where a Brand registers a device for use in a Dealer's location; a Dealer's own Designs never draw on a Brand's Design Credits.

14. Showroom Devices

14.1 Hardware sold separately

Kiosks, tablets, stands and other hardware are not part of the Service. If the Customer buys hardware from StoneSwap, the sale is made under a separate Order Form or quote. Unless that Order Form says otherwise: prices exclude shipping, installation and taxes; title to the hardware passes to the Customer when StoneSwap has received payment in full; risk of loss or damage passes to the Customer on delivery to the carrier; the only warranty on the hardware is the manufacturer's warranty, which StoneSwap will help the Customer claim under but does not itself give; and hardware charges are non-refundable once the hardware has shipped. The Customer may instead use its own compatible hardware.

14.2 Registration and control

The Customer registers each Showroom Device in its Portal and controls its settings, including the products shown, the Brand or Brands featured, session behaviour, lead capture and the e-mail addresses or endpoints to which leads captured on the device are delivered. The Customer is responsible for those settings, for the physical security, placement, network connection, power and upkeep of the device, for compliance with any accessibility, electrical, signage, privacy-notice or other requirements that apply at the location, and for the conduct of staff and End Users who use it.

14.3 Leads captured on a device

Leads and Designs captured on a Showroom Device registered by the Customer belong to the Customer as Tenant Data, including where the device is located in a store operated by someone else, unless the Customer and that other person have agreed otherwise between themselves. Where the Customer registers a device for use in another business's location, leads from that device still belong to the Customer; any e-mail address the Customer sets on the device only receives a copy of those leads.

14.4 Software on devices

The Studio software running on a Showroom Device is part of the Service and licensed, not sold. StoneSwap may update it remotely and may disable it on any device if the Customer's account is suspended, cancelled or terminated, if the device is reported lost or stolen, or if the device is being used in breach of the Agreement.

15. Render Engine API and Integrations

15.1 Access

Where the Customer's Plan or a Signed Agreement includes API access, StoneSwap will issue API keys and webhook secrets to the Customer. API keys are confidential, are issued to the Customer alone, may not be shared with or used on behalf of third parties, and may be revoked or rotated by StoneSwap at any time for security reasons. The Customer will rotate keys on request and immediately if it suspects compromise.

15.2 Limits and documentation

The Customer will use the API only in accordance with StoneSwap's documentation, within the rate limits, quotas and technical constraints StoneSwap sets and may change from time to time. Designs generated through the API consume Design Credits under section 7.5. StoneSwap may throttle or suspend API access that exceeds limits or that, in StoneSwap's reasonable judgement, threatens the stability or security of the Platform.

15.3 Webhooks and HMAC signatures

StoneSwap signs webhook deliveries (including lead and render events) with an HMAC signature using the Customer's per-endpoint secret. The Customer is responsible for verifying signatures and timestamps, rejecting replays, de-duplicating events, securing its endpoints, and handling retries. StoneSwap's delivery obligations end when a delivery attempt is accepted by the Customer's endpoint or the documented retry schedule is exhausted.

15.4 Customer integrations and connected vendors

The Customer is solely responsible for the applications, websites, CRMs and services it connects to the Service, including CRM webhooks (such as HubSpot), analytics and advertising tags (such as Microsoft Clarity, Google Analytics, Google Ads, Meta and TikTok pixels) it enables in the Portal, and any consent, disclosure or notice those services require. When the Customer enables such a vendor, the Customer, not StoneSwap, appoints that vendor, and data sent to it is sent on the Customer's instruction. StoneSwap may provide a consent mechanism for End Users in certain regions; the Customer is responsible for confirming that it is sufficient for the Customer's purposes.

15.5 API changes

StoneSwap may change the API and will try to give reasonable notice of changes that are not backwards-compatible. The Customer is responsible for updating its integration.

16. Ownership and Intellectual Property

16.1 Tenant Data belongs to the Customer

As between StoneSwap and the Customer, the Customer owns all Tenant Data. StoneSwap Processes Tenant Data only as the Agreement (including Schedule A) permits and claims no ownership of it. The Customer grants StoneSwap a licence to host, copy, transmit, display, analyse and otherwise Process Tenant Data to provide, secure, support, bill for and improve the Service, to comply with law, and as otherwise permitted by the Agreement. Designs form part of Tenant Data, subject to: (a) the rights of the End User who created them under the Studio's terms of use to use, save and share them; (b) the rights of Brands whose Brand Content they depict; (c) the licences in sections 11 and 25; and (d) the fact that AI-generated images may not attract copyright, in which case the Customer's rights are those of possession and contract only.

16.2 The Platform belongs to StoneSwap

StoneSwap and its licensors own all right, title and interest in the Platform, including all software, code, architecture, user interfaces, designs, themes, documentation, AI pipelines, prompts, rendering profiles, safety checks, models and model configurations, know-how, methods, and all improvements, modifications and derivative works of any of them, whether made by StoneSwap alone or based on the Customer's feedback, suggestions or Brand Content. Nothing in the Agreement transfers any of these to the Customer. All rights not expressly granted are reserved. StoneSwap may freely reuse for other customers anything it builds while serving the Customer, other than the Customer's Brand Content and Confidential Information and any custom deliverable a Signed Agreement reserves to the Customer.

16.3 Usage data and aggregated statistics

StoneSwap owns, and may use for any purpose, technical, operational and usage data about the Service (such as render counts, timings, error rates, feature usage, model performance and safety-check statistics) and aggregated or de-identified statistics derived from Tenant Data and Brand Content, provided that such data does not identify the Customer, any End User or any individual, and is not the Customer's product-level insights disclosed in a form that identifies the Customer. StoneSwap will not use the Customer's product-level insights to build a cross-Tenant benchmarking product or disclose them to another Tenant.

16.4 No model training on Customer data

StoneSwap does not use End User photographs, Designs or Personal Information from the Customer's tenant database to train AI models, and contracts with its AI model providers on terms under which they do not train on that data. Rendering profiles built from Brand Content under section 11 are configuration and reference data, not model training, and section 11.3 applies to them.

16.5 Feedback

If the Customer or its personnel give StoneSwap suggestions, ideas, feature requests, bug reports or other feedback, StoneSwap may use and disclose them without restriction or compensation, and the Customer grants StoneSwap a perpetual, irrevocable, worldwide, royalty-free licence to do so. StoneSwap will not identify the Customer as the source without its consent.

16.6 Studio design and copy

Themes, layouts and default copy of the Studio are part of the Platform. Where the Customer supplies its own design materials or copy, the Customer retains ownership of them and they are Brand Content.

17. Privacy and Data Processing

17.1 Roles

For Personal Information of End Users, leads and the Customer's Portal users held as Tenant Data, the Customer is the organisation that collects, holds and uses that information (the controller, the "business" under the CCPA, and the person who communicates Personal Information to a service provider under Law 25), and StoneSwap is its service provider and processor acting on the Customer's documented instructions. Schedule A (Data Processing Terms) sets out StoneSwap's obligations as processor, the security measures, the Sub-processors, incident notification, assistance, retention and deletion. Schedule A is incorporated into these Terms and is also published with StoneSwap's Privacy Policy for Business Customers.

17.2 StoneSwap as an independent organisation

StoneSwap acts for its own account, and its Privacy Policy for Business Customers applies, for: the account, billing, audit-log and support information of the Customer and its Portal users; consumer credit pack purchases under section 8.10; StoneSwap.ai; and the aggregated data described in section 16.3.

17.3 Instructions

The Agreement, the Customer's configuration choices in the Portal (including retention windows, safeguards, lead-delivery settings, connected vendors, Network settings and the Studio's legal pages) and the Customer's written requests are its documented instructions to StoneSwap. The Customer instructs StoneSwap to operate the anti-abuse and safety processing described in section 7.4 and Schedule A as part of the Service. StoneSwap will inform the Customer if it believes an instruction breaches Applicable Privacy Law, and may decline to follow it.

17.4 Legal pages and consents

The Platform provides default terms of use, a default privacy policy and default consent language for the Customer's Studio and Showroom Devices, which StoneSwap hosts on the Customer's behalf and on which StoneSwap is named as service provider and privacy contact where the law requires it. These defaults are provided for convenience only and are not legal advice. The Customer is responsible for reviewing them, adapting them to its business, its jurisdictions and its actual practices (including its lead handling, marketing, connected vendors and any bilingual requirements), keeping them current, and publishing them. The Customer is responsible for obtaining, recording and honouring every consent Applicable Privacy Law requires for the collection and use of End User Personal Information and for the marketing messages it sends, including CASL express or implied consent and TCPA consent where applicable, and for handling End Users' access, correction, deletion and withdrawal requests, using the Portal's self-service tools where available.

17.5 Leads

Leads generated through the Customer's Studio, Showroom Devices and integrations are delivered to the Customer through the Portal and, where configured, by webhook or e-mail. Once delivered, the Customer's use of leads is governed by the Customer's own policies and by Applicable Privacy Law, and StoneSwap has no responsibility for it. The Customer will not use leads for purposes the End User was not told about and will honour unsubscribe and deletion requests.

17.6 Children

The Studio is directed to adults planning property work and is not directed to children. The Customer will not direct its Studio or marketing to children and will keep the default statements about age in the Studio's legal pages or replace them with statements that are at least as protective.

17.7 Quebec and other transfer assessments

Personal Information is Processed in Canada and the United States as described in Schedule A. A Customer that is subject to Law 25 acknowledges that it must assess the communication of Personal Information outside Quebec (Law 25, section 17) and that the Agreement, including Schedule A, is the written agreement that section contemplates; StoneSwap will provide the factual information the Customer reasonably needs for that assessment.

18. Confidentiality

18.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including, for StoneSwap, the Platform's non-public features, roadmap, security measures, non-public pricing (including Enterprise and negotiated rates) and the terms of any Signed Agreement, and, for the Customer, its non-public business information, Tenant Data and unreleased product information. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was already known to the Recipient without restriction, is independently developed without use of the Discloser's information, or is lawfully received from a third party without restriction.

18.2 Obligations

The Recipient will use the Discloser's Confidential Information only to perform or exercise its rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its personnel, affiliates, professional advisers, Sub-processors and financing sources who need to know it and who are bound by obligations at least as protective as this section. The Recipient may disclose Confidential Information to the extent required by law, court order or regulator, provided it gives the Discloser prompt notice where lawful and discloses only what is required.

18.3 Duration

These obligations last for the Term and three years after it ends, except that obligations for trade secrets and Personal Information last as long as the information remains a trade secret or Personal Information.

19. Customer Warranties

The Customer represents and warrants to StoneSwap, on acceptance and continuously during the Term, that:

1. it is a validly existing business, and the person accepting the Terms and each person who accepts changes, places orders or configures the Portal on its behalf is authorised to bind it;
2. it owns, or has obtained all licences, consents and permissions for, all Brand Content, and the Brand Content and StoneSwap's use of it as the Agreement permits do not and will not infringe or misappropriate any intellectual-property, privacy, publicity or other right of any person or breach any law or contract;
3. its Studio's legal pages, consent language, marketing messages, lead-capture forms, Showroom Device notices and connected vendors comply, and will continue to comply, with Applicable Privacy Law and all other applicable laws, including PIPEDA, Law 25, CASL, and where applicable the CCPA, other U.S. state privacy laws and the TCPA;
4. it has provided, and will provide, every notice and obtained every consent required for StoneSwap and its Sub-processors to Process End User Personal Information as the Agreement contemplates, including its transfer to and Processing in Canada and the United States;
5. it will use leads and End User Personal Information only lawfully, only for the purposes disclosed to End Users, and in accordance with the Agreement;
6. it will comply with the Network restrictions in sections 6.2 and 13 and will not misuse other Brands' Brand Content or Platform-generated data;
7. the information it provides to StoneSwap, including in Host-a-Product Requests and in the Portal, is accurate and complete;
8. it is not, and is not owned or controlled by, a person on a sanctions list described in section 28, and it will not use the Service in breach of export or sanctions laws; and
9. it is not relying on any statement, promise or representation not set out in the Agreement.

20. Disclaimers

20.1 "As is"

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, THE PLATFORM, THE API, THE SHOWROOM DEVICE SOFTWARE, THE DEFAULT LEGAL PAGES, ALL DESIGNS AND ALL OTHER OUTPUTS, MATERIALS AND SUPPORT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". STONESWAP AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND THOSE ARISING UNDER THE SALE OF GOODS ACT (ONTARIO) OR SIMILAR LEGISLATION.

20.2 No specific promises

Without limiting section 20.1, StoneSwap does not warrant that the Service will be uninterrupted, timely, secure, error-free or free of harmful components; that Designs will be accurate, realistic, consistent, of any particular quality or suitable for any purpose; that any Design will faithfully depict any product; that the safety checks will detect or prevent any content; that leads will be genuine, accurate, responsive or convertible; that the Network will produce any volume of Designs, leads or sales; that any Brand's products will be available; that data will not be lost; or that the Service will meet the Customer's requirements or the requirements of any law that applies to the Customer.

20.3 AI models and third parties

Designs and safety-check decisions are produced by third-party AI models that StoneSwap does not control. StoneSwap gives no warranty as to those models or their outputs, and is not liable for outputs that are inaccurate, inappropriate, infringing, harmful, biased or that resemble any person, property or work, nor for any outage, delay, degradation, data loss, change or withdrawal by a third-party provider.

20.4 Customer's configuration and content

StoneSwap is not responsible for the consequences of the Customer's configuration choices, its Brand Content, its Studio copy, its legal pages, its connected vendors, its Showroom Devices, its integrations or the conduct of its End Users, or for the Customer's compliance with laws that apply to its business.

20.5 Not professional advice

Nothing StoneSwap provides, including the default legal pages, the documentation and any guidance from support, is legal, tax, engineering, construction, design or other professional advice. The Customer will obtain its own professional advice.

21. Limitation of Liability

21.1 Exclusion of indirect and consequential loss

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, CONTRACTS, GOODWILL, REPUTATION, ANTICIPATED SAVINGS OR DATA, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, STONESWAP'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER AND ANY PERSON CLAIMING THROUGH IT, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, UNDER ALL THEORIES OF LIABILITY AND FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CUSTOMER TO STONESWAP UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM. FOR A DEMO OR ANY OTHER FREE USE, THAT AMOUNT IS ONE HUNDRED CANADIAN DOLLARS (CAD $100). THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THE CAP.

21.3 Specific exclusions

Without limiting sections 21.1 and 21.2, StoneSwap is not liable for: any Design or reliance on it; any content End Users upload or generate or that the safety checks miss; any decision to purchase, quote, specify or install products; loss or corruption of Tenant Data that the Customer could have avoided by exporting it or by adjusting its retention settings; any act or omission of a Sub-processor, provider, Brand, Tenant or End User; unauthorised access resulting from the Customer's failure to secure its credentials; or any matter described in section 20.

21.4 What the cap does not apply to

Sections 21.1 and 21.2 do not limit: the Customer's obligation to pay Fees; the Customer's indemnity obligations under section 22.1; either party's liability for fraud or fraudulent misrepresentation, or for wilful misconduct; the Customer's liability for breach of sections 6, 11.5, 13.3 or 16.2; or any liability that cannot be limited or excluded by applicable law.

21.5 Basis of the bargain

The parties agree that the exclusions and limitations in this section are reasonable, reflect the price of the Service and the fact that StoneSwap does not control the AI models or End Users, and are an essential basis of the bargain; StoneSwap would not provide the Service at these prices without them. They apply even if a remedy fails of its essential purpose.

21.6 No personal liability

The Agreement binds only the parties named in it. No director, officer, employee, shareholder or contractor of either party is personally liable under it.

21.7 Time limit for claims

To the extent permitted by law, any claim by the Customer arising out of the Agreement must be started within two years after the Customer discovered, or ought reasonably to have discovered, the facts giving rise to it, in accordance with the Limitations Act, 2002 (Ontario).

22. Indemnities

22.1 By the Customer

The Customer will defend, indemnify and hold harmless StoneSwap, its affiliates, and their directors, officers, employees, contractors and agents from and against all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

1. the Brand Content, including any claim that it or StoneSwap's use of it as the Agreement permits infringes or misappropriates any intellectual-property, privacy, publicity or other right or breaches any law;
2. the Customer's collection, use, disclosure or other handling of leads, End User accounts, Designs and other Tenant Data, including its marketing and its compliance with Applicable Privacy Law, CASL and the TCPA;
3. the Customer's instructions and configuration choices, including its legal pages, consent language, safeguards, retention settings, Network settings, connected vendors and Showroom Device settings;
4. any claim by or relating to an End User, a Portal user, a Showroom Device operator, a dealer or a customer of the Customer arising from their use of the Customer's Studio, Showroom Devices or integrations, or from products or services the Customer sells;
5. the Customer's hardware, premises, Showroom Devices and integrations;
6. the Customer's breach of the Agreement or of any law; and
7. any tax, penalty or interest arising from the Customer's failure to pay taxes for which it is responsible.

22.2 By StoneSwap

StoneSwap will defend the Customer against any third-party claim that the Platform's pre-existing software code, as provided by StoneSwap and used in accordance with the Agreement, infringes that third party's Canadian or United States copyright or trade secret, and will pay the damages and costs finally awarded against the Customer or agreed by StoneSwap in settlement of that claim. This obligation does not apply to claims arising from Designs or other AI outputs, End User content, Brand Content or other materials supplied by the Customer, another Brand's content, third-party products or services, the Customer's integrations, use in combination with anything StoneSwap did not supply, use after StoneSwap has told the Customer to stop, or modifications not made by StoneSwap. If a claim is made or StoneSwap believes one is likely, StoneSwap may, at its option, procure the right for the Customer to continue using the Service, modify or replace the affected part so that it is non-infringing, or terminate the affected part of the Service and refund any unused portion of the current Billing Period's Plan fee. This section states StoneSwap's entire liability for intellectual-property infringement, and section 21 applies to it.

22.3 Procedure

The indemnified party will give the indemnifying party prompt written notice of the claim (delay only relieves the indemnifying party to the extent it is prejudiced), sole control of the defence and settlement, and reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle a claim in a way that admits fault on behalf of, or imposes obligations on, the indemnified party without its consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

23. Term, Renewal and Cancellation

23.1 Term

The Agreement starts when it is formed under section 2.1 (the "Effective Date") and continues until terminated in accordance with these Terms (the "Term").

23.2 Monthly Plans renew monthly

A monthly Plan continues for successive Billing Periods and renews automatically on each Renewal Date under section 9.3 until cancelled.

23.3 Cancellation by the Customer

The Customer may cancel its monthly Plan at any time through the Portal or by written notice to [email protected]. Cancellation takes effect at the end of the then-current Billing Period; the Service continues until then and no further renewal is charged. No refund or credit is given for the current Billing Period or for unused Design Credits. On the effective date of cancellation the Studio goes offline, rendering stops, the Customer's products are removed from the Network and StoneSwap.ai for new Designs, and section 25 applies. An Enterprise Customer or a Customer with an Order Form may close its account by written notice with the same effect, subject to payment of all Fees accrued and to any commitment in a Signed Agreement.

23.4 Cancellation and open commitments

Cancellation does not cancel amounts already due or that fall due under a Signed Agreement or Order Form, and does not refund Prepaid Designs, Setup Fees or other amounts described in section 10.

24. Suspension and Termination by StoneSwap

24.1 For cause, immediately

StoneSwap may suspend the Customer's access to all or part of the Service, or terminate the Agreement, immediately and without prior notice (giving notice as soon as reasonably practicable afterwards) if:

1. the Customer breaches the Agreement, including sections 6, 11, 13, 17 or 19, or StoneSwap reasonably believes it has;
2. any Fee is overdue and the notice period in section 9.6 has expired, or a payment is charged back or reversed;
3. the Customer, its Portal users, its End Users or its Showroom Devices engage in, or the Customer's account is used for, abuse, fraud, attempted circumvention of safety or anti-abuse measures, or activity that StoneSwap reasonably considers harmful to the Platform, other Tenants, End Users, StoneSwap's providers or StoneSwap's reputation;
4. continued provision of the Service to the Customer would, in StoneSwap's reasonable judgement, create a legal, regulatory, security or intellectual-property risk for StoneSwap, or StoneSwap receives a credible complaint, demand or order relating to the Customer's Brand Content, Studio or use;
5. an AI model, provider or other third-party service on which the Service depends is withdrawn, materially changed, materially repriced or becomes unavailable and StoneSwap cannot, on commercially reasonable terms, continue to provide the Service or the affected part of it;
6. the Customer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or ceases to carry on business; or
7. the Customer has provided false information or has misrepresented its authority, identity or rights.

24.2 Scope of suspension

A suspension may be partial (for example pausing rendering, taking the Studio offline, disabling a Showroom Device, revoking API keys, withholding products from the Network, or removing specific Brand Content) and will be lifted when StoneSwap is reasonably satisfied that the cause has been resolved. StoneSwap will give the Customer an opportunity to cure a curable breach where it reasonably considers that doing so does not create ongoing risk. Fees continue to accrue during a suspension for cause, and no refund is given for the suspended period.

24.3 For convenience, at any time

StoneSwap may terminate the Agreement, or the Customer's Plan, for any reason or no reason, at any time, with or without prior notice, by e-mail or in the Portal. The Customer's data-export window under section 25 still applies. In that case only, StoneSwap will refund the unused portion of the current Billing Period's monthly Plan fee, calculated pro rata by days from the termination date, to the payment method on file. No other amount is refunded: included, extra and Prepaid Design Credits, Setup Fees, hardware charges and professional-services charges are not refunded under this section or otherwise.

24.4 Effect on Signed Agreements

Where a Signed Agreement provides its own termination rights or notice periods, those apply to the matters it addresses and this section applies to everything else.

25. Effect of Termination

25.1 Immediate effects

On the effective date of termination or cancellation for any reason: the Customer's rights to use the Service end; the Studio goes offline and displays a notice StoneSwap determines; rendering stops on the Studio, Showroom Devices and API; API keys are revoked; the Customer's products are withdrawn from the Network and StoneSwap.ai for the generation of new Designs; and all Fees accrued to the effective date become immediately due.

25.2 Export window

For 30 days after the effective date (the "Export Window"), the Customer may access the Portal in read-only mode to export its Tenant Data (leads, End User records, Designs and settings) using the Portal's export tools in a structured, commonly used format. StoneSwap will provide reasonable assistance with an export on request; assistance beyond the Portal's tools may be charged at StoneSwap's then-current rates. The Customer is responsible for completing its export within the Export Window.

25.3 Deletion

Within 90 days after the effective date, StoneSwap will delete or de-identify the Customer's tenant database and media storage, including Tenant Data, and will instruct Sub-processors to do the same to the extent their terms provide, except for:

1. records StoneSwap must keep by law or for its legitimate business purposes: billing and audit records (the append-only render ledger, frozen invoice snapshots, transactions and statements), legal acceptance records, consent records needed to evidence consent, incident records, and correspondence, which are retained under StoneSwap's Privacy Policy;
2. anti-abuse minimums for banned or deleted End User accounts (hashed e-mail addresses, device fingerprints and temporary IP blocks), retained only for security and fraud prevention;
3. de-identified insights and aggregated statistics under section 16.3;
4. routine backups, which are kept for disaster recovery only and expire within their normal rotation (as at this version, up to 30 days);
5. Designs and records held in other Tenants' accounts or by End Users on StoneSwap.ai, which remain subject to those accounts' retention settings; and
6. anything the Customer has asked StoneSwap in writing to keep for longer under a separate arrangement.

Unused Design Credits, including Prepaid Designs, lapse on the effective date and are not refunded. StoneSwap will confirm deletion in writing on request.

25.4 Historical Designs

Designs generated before termination that depict the Customer's products may continue to be stored, displayed and accessed by the End Users who created them (including through share links and on StoneSwap.ai) and in other Tenants' accounts, subject to the applicable retention settings, and the licences in section 11.4 survive for that purpose. A Brand that wishes to have specific Designs removed may ask in writing and StoneSwap will consider the request in good faith, having regard to End Users' and other Tenants' rights.

25.5 Showroom Devices

StoneSwap may remotely disable the Studio software on the Customer's Showroom Devices. The hardware remains the Customer's if it has paid for it.

25.6 Domain

If StoneSwap registered the Customer's .studio domain, the Customer may ask in writing within 30 days after the effective date that it be transferred to the Customer, and StoneSwap will initiate the transfer at no charge, provided that the Customer's account is paid up and the Customer provides a registrar account to receive it. After that period, or if the account is not paid up, StoneSwap may let the domain lapse, retain it or transfer it in its discretion. Domains supplied by the Customer are the Customer's to redirect.

25.7 Survival

Sections 1, 2.2, 3, 7, 9 (as to amounts owed), 10, 11.4, 11.5, 12.2 (as to existing materials), 13.5, 13.6, 16, 17 (as to Personal Information still held), 18, 19 (as to matters arising during the Term), 20, 21, 22, 25, 30, 31 and 32, and Schedule A to the extent it applies to data still held, survive termination or expiry of the Agreement, together with any other provision that by its nature is intended to survive.

26. Changes to the Service

26.1 Evolving service

The Service is a continuously developed product. StoneSwap may add, change, replace or remove features, functionality, themes, models, prompts, safety checks, providers, Sub-processors (subject to Schedule A), documentation and pricing (subject to section 9.9) at any time. StoneSwap will try to give reasonable notice in the Portal of changes that materially reduce core functionality of the Customer's Plan.

26.2 AI models and providers

StoneSwap may change the AI models and providers used to generate Designs and to run safety checks, including where a provider discontinues, materially changes or reprices a model. A change of model may change the appearance, quality, speed or consistency of Designs, and the Customer acknowledges that Designs generated before and after a change may differ. Where a Signed Agreement locks a model or a rate, that Signed Agreement governs the effect of a model change.

26.3 Limits

StoneSwap may impose or change reasonable limits on the Service, including rate limits, upload sizes, render sizes, concurrency, storage, numbers of Portal users, Showroom Devices, End User accounts, API calls and Network connections, to protect the Platform and its Tenants, and will publish the current limits in the documentation or the Portal.

26.4 Discontinuance

If StoneSwap discontinues the Service entirely, it will give at least 30 days' notice and section 24.3 applies as if StoneSwap had terminated for convenience.

27. Changes to these Terms

27.1 Notice

StoneSwap may change these Terms and the Schedules. StoneSwap will notify the Customer of a change by e-mail to the Customer's Portal contact and by notice in the Portal, at least 30 days before the change takes effect (or sooner where the change is required by law, by a provider or to address a security or legal risk, in which case StoneSwap will give as much notice as is reasonably practicable). The current version and its version date are shown in the Portal and at stoneswap.studio/tenant-terms; prior versions are kept by StoneSwap and provided on request.

27.2 Material changes require re-acceptance

A change that materially reduces the Customer's rights or materially increases its obligations (for example a change to the liability cap, the licence in section 11, the refund rules, the counting rules in section 7.5, or a Fee increase beyond section 9.9) is a "Material Change". A Material Change binds the Customer only when an Authorised Person accepts it in the Portal. StoneSwap may require acceptance before the Customer continues to use the Service after the notice period: the Portal shows the change and stays reachable so that an Authorised Person can accept it, and the Studio, Showroom Devices and API may be paused until acceptance is recorded. If the Customer does not accept a Material Change, the previous version continues to apply to the Customer until the end of its then-current Billing Period (or, for Enterprise Customers, for 30 days after the notice period ends), after which the Customer may cancel under section 23.3 or StoneSwap may terminate under section 24.3.

27.3 Other changes

For a change that is not a Material Change (for example clarifications, changes required by law, changes to Sub-processors made under Schedule A, new features and their terms, or changes that benefit the Customer), the Customer's continued use of the Service after the notice period is acceptance of the change.

27.4 Changes by the Customer

No change to these Terms proposed by the Customer is effective unless set out in a Signed Agreement.

28. Export Controls and Sanctions

The Customer will comply with all export-control and economic-sanctions laws that apply to it and to its use of the Service, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the Export and Import Permits Act (Canada) and, where applicable, the regulations administered by the U.S. Office of Foreign Assets Control and the U.S. Export Administration Regulations. The Customer represents that neither it nor any person that owns or controls it is listed on, or owned or controlled by a person listed on, a sanctions list maintained by Canada, the United States, the United Kingdom, the European Union or the United Nations, and that it is not located in, organised under the laws of, or ordinarily resident in a country or territory that is the subject of comprehensive sanctions. The Customer will not make the Service available to any such person or territory. StoneSwap may suspend or terminate the Agreement immediately if it reasonably believes this section has been breached.

29. Force Majeure

Neither party is liable for any delay or failure to perform (other than a failure to pay money) caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, labour disputes, governmental action, failures or outages of the internet, telecommunications, power, hosting, content delivery, storage or AI model providers, denial-of-service or other attacks, and changes in law, provided that the affected party uses reasonable efforts to mitigate the effect and to resume performance. If a force majeure event prevents StoneSwap from providing a material part of the Service for more than 60 consecutive days, either party may terminate the Agreement on written notice and section 24.3 applies to refunds.

30. Governing Law and Dispute Resolution

30.1 Governing law

The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.2 Escalation and mediation first

Before starting proceedings, a party will give the other written notice describing the dispute, and senior representatives of both parties will meet (in person or by video) within 15 Business Days to try to resolve it in good faith. If the dispute is not resolved within 30 days of the notice, either party may refer it to mediation administered by a recognised mediation provider in Hamilton or Toronto, Ontario, with the mediator's fees shared equally. Neither party will start court proceedings until 30 days after a mediation request has been made, unless the other party refuses or fails to participate.

30.3 Courts

Subject to section 30.4, the courts of Ontario sitting in Hamilton, Ontario have exclusive jurisdiction over any proceeding arising out of or relating to the Agreement, and each party irrevocably attorns to that jurisdiction and waives any objection to venue or forum.

30.4 Exceptions

Nothing in this section prevents either party from seeking urgent injunctive or other interim relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or StoneSwap from bringing a claim for unpaid Fees in any court where the Customer or its assets are located.

30.5 No class or representative proceedings

To the extent permitted by law, each party will bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

31. General

31.1 Assignment

The Customer may not assign, transfer or novate the Agreement or any of its rights or obligations without StoneSwap's prior written consent, not to be unreasonably withheld, except to a successor in a merger, amalgamation or sale of all or substantially all of its business or assets, on written notice, provided the successor is not a competitor of StoneSwap and assumes the Agreement in writing. StoneSwap may assign or transfer the Agreement, in whole or in part, without consent to an affiliate or to a successor in a merger, amalgamation, change of control, reorganisation or sale of all or substantially all of its business or assets or of the business to which the Agreement relates, and will notify the Customer. Any attempted assignment in breach of this section is void.

31.2 Subcontracting

StoneSwap may subcontract its obligations, including to the Sub-processors and providers listed in Schedule A, and remains responsible for their performance under the Agreement.

31.3 Notices

Notices to the Customer may be given by e-mail to the Customer's Portal contact address or by notice in the Portal, and are effective when sent (e-mail) or posted (Portal). Notices to StoneSwap must be given by e-mail to [email protected] with a copy by courier or registered mail to StoneSwap Inc., 21 King St W, Suite 6, Hamilton, Ontario L8P 4W7, Canada, marked "Attention: Legal Notice", and are effective on receipt of the e-mail. Routine operational communications may be given through the Portal or support channels.

31.4 Entire agreement

The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous proposals, quotations, negotiations, representations, understandings and agreements, written or oral. Each party acknowledges that it has not relied on any statement not set out in the Agreement. Nothing in this section limits liability for fraud.

31.5 Severability

If any provision of the Agreement is held invalid, illegal or unenforceable in any jurisdiction, it will be modified to the minimum extent needed to make it enforceable (or, if that is not possible, severed) in that jurisdiction, and the remaining provisions and the provision in other jurisdictions remain in full force.

31.6 Waiver

A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance. A party's failure or delay in exercising a right does not waive it, and a single or partial exercise does not preclude further exercise.

31.7 Relationship

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship. Neither party may bind the other.

31.8 No third-party beneficiaries

Except for the persons indemnified under section 22 and protected under section 21.6, no person other than the parties has any right to enforce the Agreement.

31.9 Interpretation

Headings are for convenience only. "Including" means "including without limitation". "Written" and "in writing" include e-mail and Portal notices unless a signature is expressly required. References to a law include its regulations and any replacement. No rule of construction applies against the drafting party. If the Customer is more than one legal entity, they are jointly and severally liable.

31.10 Counterparts and copies

A Signed Agreement may be executed in counterparts and by electronic signature. A printed or electronic copy of the Agreement and of any acceptance record is admissible as evidence to the same extent as an original.

31.11 Government access requests

If legally permitted, StoneSwap will notify the Customer before disclosing Tenant Data in response to a court order or governmental demand, and will disclose only what is legally required.

32. Language

32.1 English governs

These Terms are drawn up in English. Any translation StoneSwap provides is for convenience; if a translation differs from the English version, the English version governs, except where the law of the Customer's jurisdiction does not permit that result.

32.2 Quebec

For a Customer established in Quebec, StoneSwap will provide a French version of these Terms and the Schedules on request at [email protected], and, where the Charter of the French language (Quebec) requires that a contract of adhesion be presented in French before the parties may choose another language, StoneSwap will make the French version available to the Customer for examination before acceptance. A Customer that, having examined the French version, chooses to be bound by the English version confirms that choice by accepting these Terms in English.

32.3 Express request

The parties have expressly requested that this Agreement and all documents relating to it, including notices, be drawn up in English. Les parties ont expressément demandé que la présente convention et tous les documents qui s'y rattachent, y compris les avis, soient rédigés en anglais.

Schedule A — Data Processing Terms

Schedule A (Data Processing Terms) is incorporated into these Terms by reference. It is published in full together with the StoneSwap Studio Privacy Policy (Business Customers), version 2026-09-25, in the Portal under Legal and at the StoneSwap Studio legal pages. Schedule A sets out the roles of the parties, StoneSwap's obligations as processor, the purpose limitation, staff confidentiality, the security measures, the Sub-processors and the change-notice and objection process, confidential-incident notification, assistance with individual rights, retention, return and deletion at termination, audits and the relationship of Schedule A to section 21.

Schedule B — Plans and Fees (summary as at 2026-09-25)

This Schedule summarises StoneSwap's list prices as at the version date of these Terms for convenience. The Portal's Plans and Billing pages, and any Order Form, are the authoritative statement of the Customer's Plan and Fees and prevail over this Schedule. Prices are in United States dollars, exclusive of taxes, and may change under section 9.9.

• Cornerstone: $199 per month; up to 200 Designs per Billing Period; Variation Cap 50; Network participation included.
• Keystone: $449 per month; up to 500 Designs per Billing Period; Variation Cap 300; Network participation included.
• Capstone: $799 per month; up to 1,000 Designs per Billing Period; Variation Cap 500; Network participation included.
• Extra designs (monthly Plans): $1.00 each, minimum 10 per purchase; used after included Designs; do not expire while the account is open and in good standing; non-refundable.
• Enterprise: no monthly fee; Prepaid Designs bought in batches by bank transfer at the batch prices shown to Enterprise Customers in the Portal; no Variation Cap; Designs beyond the prepaid balance at $1.00 each unless a Signed Agreement provides otherwise; Prepaid Designs never expire while the account is open and in good standing; non-refundable.
• Product setup fee: $10.00 per Variation, one time, on hosting; non-refundable; no monthly hosting fee.
• Demo: no charge; a fixed total allowance of Designs (as at this version, 20 unless StoneSwap sets a different allowance) that does not refill; evaluation only.
• Consumer credit packs: sold by StoneSwap to End Users at the prices shown in the Studio; revenue retained by StoneSwap; Designs bought this way do not consume the Customer's Design Credits.
• Counting rules: one completed Design = one Design Credit; five Blocked Attempts = one Design Credit; technical failures on StoneSwap's side are returned (section 7.5).
• Late payment: interest at 1.5% per month, compounded monthly (19.56% per year); suspension after notice (section 9.6).
• Domain: first-year .studio registration charged at sign-up where shown at checkout; renewals included in the Plan unless an Order Form says otherwise.
• Hardware (Showroom Devices): quoted separately; sold under section 14.

StoneSwap Studio Terms of Service (Brands, Dealers & Contractors) · Version 2026-09-25 · StoneSwap Inc., 21 King St W, Suite 6, Hamilton, ON L8P 4W7, Canada · [email protected]