SERVICE TERMS

Terms of Service.

These Terms of Service (the "Terms") govern your access to and use of the consulting, software, and managed hosting services provided by Schwen Scalability ("we," "us," or "our"). By creating an account, subscribing to a service, or otherwise using our services, you agree to these Terms.

Draft terms — counsel review pending. These terms describe the current service and billing posture but have not yet completed attorney review. A signed statement of work or master services agreement controls where it says something different.

1. The Services

Schwen Scalability provides two related categories of service:

Consulting & professional services — advisory, architecture, engineering, and implementation work, typically scoped in a separate statement of work or engagement letter.
Schwen Managed Platform— recurring services under which we provision, deploy, operate, and maintain infrastructure on your behalf. Optional monthly line items are Managed Hosting, Managed Database, Transactional Email, AI Systems & Automation, and Priority Care. The customer portal, API foundation, code repository, and Project Brain are platform essentials included with every project rather than separately billed subscriptions.

The specific services available to you, and their current prices, are shown in your portal before you subscribe. We may add, modify, or discontinue individual service offerings; changes affecting a service you subscribe to are handled under Section 5 (Changes) and Section 6 (Term, Cancellation & Termination).

2. Eligibility & Accounts

You must be at least 18 years old and able to form a binding contract to use the services. If you use the services on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization. You are responsible for the accuracy of your account information, for maintaining the confidentiality of your credentials, and for all activity that occurs under your account. Notify us promptly of any unauthorized use.

3. Fees & Billing

Optional managed-platform services are billed on a recurring monthly basis at the prices shown in your portal at the time you subscribe. If card billing is activated and you choose to subscribe, payment is processed by our third-party payment processor (Stripe); we do not see or store your full card number. By subscribing, you authorize us and our payment processor to charge your payment method on a recurring basis until you cancel.

Auto-renewal. Subscriptions renew automatically each billing period unless cancelled before the renewal date.
Price changes. We may change recurring prices. We will give you reasonable advance notice (at least 30 days) before a price change takes effect; continued use after the effective date constitutes acceptance, and you may cancel before then if you do not agree.
Taxes. Fees are exclusive of taxes; you are responsible for any applicable sales, use, VAT, or similar taxes, other than taxes on our net income.
Non-payment. If a charge fails or an invoice is past due, we may suspend or terminate the affected services after reasonable notice. Except where required by law or expressly stated, fees already paid are non-refundable.
Consulting fees. Consulting and professional-services fees are governed by the applicable statement of work or engagement letter.

4. Client Responsibilities

You are responsible for:

the content, code, data, and materials you provide, upload, or host through the services ("Your Content"), and for having the rights necessary to use them;
your and your end users' compliance with these Terms and the Acceptable Use Policy, which is incorporated by reference;
maintaining your own backups where you require guarantees beyond the backup posture described for a given service;
obtaining and maintaining any consents, notices, and legal bases required for us to process data on your behalf, including with respect to your end users; and
your use of third-party services and the fees, terms, and conduct associated with them.

5. Acceptable Use

Your use of the services, and the content and activity you host on infrastructure we provision for you, must comply with our Acceptable Use Policy. The Acceptable Use Policy is part of these Terms. We may suspend or remove content or services that violate it, as described there.

6. Term, Cancellation & Termination

Managed hosting services continue on a month-to-month basis until cancelled. You may cancel at any time from Manage Billing in your portal; cancellation stops future charges at the end of the then-current billing period and does not entitle you to a refund of fees already paid for the current period.

Either party may terminate for convenience on reasonable notice. We may suspend or terminate services immediately if you materially breach these Terms or the Acceptable Use Policy, fail to pay, or if we are required to do so by law or by an upstream provider.

Effect of termination. On termination we will stop providing the affected services and may deprovision the associated infrastructure. We will make your hosted assets and data available for export for a window of at least 30 days following termination (except where you are terminated for cause or where the law or an upstream provider requires otherwise), after which we may delete them. You are responsible for retrieving Your Content within that window. Provisions that by their nature should survive (including fees accrued, IP, disclaimers, limitation of liability, and indemnification) survive termination.

7. Intellectual Property

Your Content. As between you and us, you own Your Content and the source code in the repositories we host for you. You grant us a limited, non-exclusive license to host, copy, transmit, deploy, display, and process Your Content solely to provide, secure, and support the services.

Our materials. We retain all rights in our own tools, methods, know-how, templates, software, configurations, and any generally reusable materials we develop, including improvements to them, even where used in delivering services to you. Where a consulting engagement produces deliverables intended to be owned by you, ownership is governed by the applicable statement of work.

Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

8. Third-Party Services & Subprocessors

We deliver the services using third-party infrastructure and subprocessors. Your hosted assets run on these upstream platforms, and your use of them is also subject to the upstream providers' terms and acceptable-use policies. A current list of the subprocessors we use and what each does is available on our Subprocessors page. We are not responsible for outages, changes, or acts of upstream providers beyond our reasonable control, though we will use commercially reasonable efforts to mitigate their impact.

9. Service Levels

We operate the services with production-grade care and monitor them continuously. Except where a separate written service-level agreement applies, services are provided on a commercially-reasonable-efforts basis without a contractual uptime guarantee. Our service-level posture, maintenance windows, and support expectations are described on our SLA page.

10. Warranties & Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF DATA LOSS, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID TO US FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY IN THE AGGREGATE AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Indemnification

You will defend, indemnify, and hold harmless Schwen Scalability and its personnel from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Your Content, your use of the services, your violation of these Terms or the Acceptable Use Policy, or your violation of any law or third-party right.

13. Confidentiality

Each party may receive non-public information from the other. The receiving party will use such information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party, or where disclosure is required by law.

14. Governing Law & Disputes

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for any dispute not subject to another agreed written process, and each party waives any objection to venue there.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in your portal). Changes take effect on the date stated in the notice, and your continued use of the services after that date constitutes acceptance. If you do not agree, you may cancel before the changes take effect.

16. Miscellaneous

These Terms, together with the Acceptable Use Policy, Privacy Policy, and any applicable statement of work or order, are the entire agreement between us regarding the services. If a provision is held unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Where a signed statement of work conflicts with these Terms for a consulting engagement, the statement of work controls for that engagement.

17. Contact

Questions about these Terms: matthew@schwen.me.

Schwen Scalability · Last updated: July 18, 2026 · schwenscalability.com