ARGENT CLOUD

TERMS OF SERVICE

These Terms of Service (the “Terms”) govern access to and use of the Argent Cloud service (the “Service”) made available by Software Mansion S.A., a joint-stock company incorporated under the laws of Poland, with its registered office at ul. Zabłocie 43b, 30-701 Kraków, Poland, entered in the register of entrepreneurs of the National Court Register under KRS number 0000961952, NIP 6793131302 (“Provider”, “we”, “us”). By completing your purchase after being shown a link to these Terms, you (“Customer”, “you”) enter into a binding agreement with the Provider on these Terms. If you do not agree, do not complete your purchase or use the Service.

1. DEFINITIONS AND INTERPRETATION

In these Terms, the following terms have the following meanings:

“Agent” means any person, automated process, script, bot or artificial-intelligence agent that accesses, controls or operates the Machines under the Customer’s credentials or otherwise on the Customer’s behalf, whether operated interactively or autonomously.

“Applicable Law” means all laws, regulations and mandatory codes applicable to a Party’s performance under these Terms, including, where the Customer is a Consumer, mandatory Polish and EU consumer-protection law.

“Authorized User” means an individual whom the Customer permits to access the Services.

“Business Customer” means a Customer that is not a Consumer.

“Consumer” means a Customer who is a natural person entering into these Terms for purposes not directly related to their business or professional activity, or, to the extent provided in Article 38a of the Consumer Rights Act, a sole trader entering into these Terms directly related to their business activity where the Terms do not have a professional character for that sole trader.

“Customer Data” means all data, code, applications, configurations, files, inputs and other content that the Customer, its Authorized Users or its Agents upload to, run on, generate, transmit or process using the Machines.

“Gateway” means the authenticated access point through which the Machines are made available to the Customer.

“Machine” means a managed macOS-based machine made available to the Customer under these Terms, running one or more Simulators.

“Order Confirmation” means the order summary generated at checkout specifying the number of Machines purchased and the applicable Fees.

“Payment Processor” means Lemon Squeezy, Inc. (or its applicable affiliate) or another entity indicated at checkout, which processes payments for the Service and, where indicated at checkout, acts as merchant of record for the sale.

“Personal Data” has the meaning given in Regulation (EU) 2016/679 (“GDPR”).

“Services” means the provision of, and managed remote access to, the Machines and Simulators as described in these Terms and the Order Confirmation.

“Simulator” means a mobile application simulator or emulator running on a Machine.

“Fees” means the fees payable for the Services as shown at checkout and recorded in the Order Confirmation.

“Trial Period” means the period indicated in the Order Confirmation, commencing on the date the Customer completes checkout under Section 2, during which the Customer may access the Service free of charge before the paid Term begins under Section 8.1.

Headings are for convenience only. References to “writing” include email and in-account notices. “Including” means “including without limitation.”

2. FORMATION OF THE AGREEMENT

2.1 The agreement between the Parties for a given purchase is formed when the Customer (a) selects the number of Machines and the corresponding Fee on the Provider’s pricing page, (b) is shown a link to these Terms (and, where applicable, the Data Processing Addendum referred to in Section 13) at checkout, and (c) completes payment through the Payment Processor. Completing payment after being shown that link constitutes the Customer’s acceptance of these Terms. These Terms and the Order Confirmation together constitute the entire agreement between the Parties for that purchase.

2.2 Acceptance of these Terms as described in Section 2.1 constitutes a declaration of intent in documentary form within the meaning of Article 77² of the Polish Civil Code and is binding on the Customer without a handwritten or qualified electronic signature.

2.3 If the Customer enters into these Terms on behalf of a company or other legal entity, the Customer represents that it has authority to bind that entity, which is then the Business Customer. Otherwise, these Terms apply to the Customer as a Consumer if the definition in Section 1 is met.

3. SERVICES

3.1 The Provider shall make available to the Customer, on a managed basis and for the Term, the number of Machines set out in the Order Confirmation, each running one or more Simulators and accessible remotely through the Gateway using authentication credentials.

3.2 The Provider manages the underlying infrastructure, operating systems, and provisioning of the Machines and Simulators, and may modify, update, replace or substitute Machines, software, tooling and the Gateway, provided this does not materially degrade the core functionality of the Services.

3.3 The Services are provided on a non-exclusive basis. The Provider may use subcontractors and third-party suppliers and remains responsible for their performance under these Terms.

3.4 The Provider provides the Services using macOS-based infrastructure obtained from a third-party supplier. The Provider’s ability to provide the Services is contingent on the continued availability of that supplier’s infrastructure. The Provider’s liability for any failure, interruption, suspension or defect attributable to the supplier’s infrastructure is limited to passing through to the Customer any remedies the Provider actually obtains from the supplier, and the Provider is otherwise not liable for such failures, without prejudice to Section 10 (Consumers).

3.5 The Provider will use reasonable efforts to make the Machines available to the Customer for use during the Trial Period.

4. MACHINES AND PLANS

4.1 The number of Machines and the Fee per Machine applicable to the Customer are those selected and confirmed at checkout, as recorded in the Order Confirmation, calculated according to the pricing then published at https://argent.swmansion.com/cloud.

4.2 The Customer may purchase additional Machines, or reduce the number of Machines for future billing periods, through the Customer’s account dashboard or the Payment Processor’s customer portal. Reductions take effect from the start of the next monthly billing period; additional Machines purchased mid-period are charged pro-rata for the remainder of that period.

5. ACCESS, AUTHORIZED USERS AND AGENTS

5.1 The Customer shall access the Services only through the Gateway using the credentials issued to or established for it, shall keep all credentials confidential and secure, and shall promptly notify the Provider of any known or suspected compromise.

5.2 The Customer is responsible for all use of the Services under its credentials and for all acts and omissions of its Authorized Users and Agents (including autonomous and artificial-intelligence Agents) as if they were the Customer’s own. Any act or omission that would constitute a breach if done by the Customer is deemed a breach by the Customer.

5.3 The Customer shall ensure its Authorized Users and Agents comply with these Terms, including Section 6 (Acceptable Use).

5.4 The Provider may issue, refuse, suspend or revoke credentials where reasonably necessary to protect the security or integrity of the Services or other customers.

5.5 Access is provided through an authenticated API and is authenticated by means of a licence key issued to the Customer, of which the Provider stores only a hashed representation. The Customer acknowledges that the licence key is the primary control governing access to the Machines and that any person in possession of it may be able to operate the Machines. The Customer is responsible for keeping the licence key secret and secure and bears all risk arising from its disclosure, loss or compromise.

6. ACCEPTABLE USE

6.1 The Customer shall not, and shall ensure its Authorized Users and Agents do not: (a) use the Services in violation of Applicable Law or in infringement of any third party’s rights; (b) use the Machines for any purpose other than building, running and testing mobile applications, and in particular not for general-purpose or distributed computing, cryptocurrency mining, hosting services, or bulk data processing unrelated to mobile application testing; (c) breach the licensing or usage terms of Apple Inc. or any other third party applicable to the operating systems, SDKs, simulators or tools running on the Machines; (d) attempt to circumvent the Gateway or any authentication, access, isolation or security control, or access another customer’s environment or data; (e) introduce, upload or process malicious code or unlawful content; or (f) impose an unreasonable or disproportionate load on the Machines or the Provider’s infrastructure, or resell, sublicense or make the Services available to any third party except as expressly permitted.

6.2 The Provider may suspend the Services in accordance with Section 19 for any breach or suspected breach of this Section 6.

6.3 The Machines run software licensed by Apple Inc., including macOS and Apple developer tools. The Customer agrees to accept and comply with, and to ensure its Authorized Users and Agents accept and comply with, the applicable Apple software licence agreements and end-user licence terms (including the macOS Software License Agreement and the Xcode and Apple SDKs Agreement). The Customer has sole and exclusive control of the Apple software running on the Machine allocated to it (other than the Provider’s administrative functions), and the Provider provides access solely for the Customer’s software development and testing purposes.

7. FEES AND PAYMENT

7.1 The Customer shall pay the Fees shown at checkout for the Machines purchased.

7.2 No Fee is charged during the Trial Period. Unless the Customer cancels before the Trial Period ends in accordance with Section 8.2, the Agreement automatically converts to a paid monthly subscription at the end of the Trial Period, and the Payment Processor will charge the Fees shown at checkout to the Customer’s payment method at that time, and thereafter on each monthly renewal, until cancelled under Section 8.

7.3 Fees shown at checkout are inclusive of any VAT, sales tax or similar levy that the Payment Processor is required to collect as merchant of record. Where the Payment Processor does not act as merchant of record for a given sale, Fees are exclusive of VAT and other taxes, which are added at checkout in accordance with Applicable Law.

7.4 The payment transaction itself is also subject to Lemon Squeezy’s own terms of service and refund policy, as distinct from the Service governed by these Terms.

7.5 If a renewal payment fails, the Provider may suspend the Service under Section 19 until payment is successfully collected.

7.6 Except as required by Applicable Law or as set out in Section 9 (Consumers’ right of withdrawal), Fees already paid are non-refundable.

7.7 The Provider may change the Fees for future billing periods. Changes take effect no earlier than 30 days after notice is posted on the Provider’s pricing page or sent to the Customer’s registered email address, and apply from the Customer’s next renewal following that notice. If the Customer does not agree, it may cancel before the change takes effect under Section 8.

8. TERM, RENEWAL AND CANCELLATION

8.1 The Agreement is formed on the date the Customer completes checkout in accordance with Section 2 and includes the Trial Period described in Section 7.2. The Term, i.e. the period during which the Customer is charged for the Service, commences immediately after the Trial Period ends and continues on a month-to-month basis, automatically renewing for successive one-month periods, until cancelled under this Section 8 or terminated under Section 8.3.

8.2 The Customer may cancel at any time, including during the Trial Period, via the account dashboard or the Payment Processor’s customer portal. Cancellation during the Trial Period takes effect immediately and no Fee is charged. Cancellation after the Trial Period has ended takes effect at the end of the then-current monthly billing period; the Customer keeps access until that date and is not charged again thereafter.

8.3 The Provider may terminate the Agreement, or suspend the Service under Section 19, with immediate effect for non-payment, breach of Section 6 (Acceptable Use), or a security or legal risk arising from the Customer’s use of the Services, or (with 30 days’ notice) for any other reason.

8.4 On termination or expiry: (a) the Customer’s right to access the Services ceases; (b) all accrued Fees become immediately payable; (c) the Customer is responsible for retrieving Customer Data before the effective date of termination; and (d) Customer Data does not persist beyond a session (Section 11); any residual Customer Data or environments will be deleted on termination, without liability to the Provider.

8.5 Termination does not affect accrued rights or liabilities. Clauses which by their nature should survive (including in particular Sections 11, 14, 15, 16, 17, 18 and 21) survive.

9. CONSUMERS’ RIGHT OF WITHDRAWAL

9.1 This Section 9 applies only where the Customer is a Consumer.

9.2 Subject to Section 9.3, a Consumer has the right to withdraw from the Agreement within 14 days of the date of purchase, without giving any reason, in accordance with the Polish Consumer Rights Act of 30 May 2014 (implementing Directive 2011/83/EU).

9.3 The Service is a digital service, which the Consumer agrees to be supplied immediately upon a successful payment. By completing checkout, the Consumer expressly requests that performance begin immediately and acknowledges that: (a) if the Service is fully performed before the 14-day period expires, the Consumer loses the right of withdrawal upon full performance, in accordance with Article 38(1)(1) of the Consumer Rights Act; and (b) if the Consumer withdraws before full performance, the Consumer is liable to pay an amount proportional to the Service provided up to withdrawal, calculated pro-rata against the monthly Fee, in accordance with Articles 34–35 of the Consumer Rights Act.

9.4 To withdraw, the Consumer must inform the Provider of the decision by an unequivocal statement (e.g. an email to legal@swmansion.com) before the withdrawal period expires.

10. CONFORMITY OF THE DIGITAL SERVICE (CONSUMERS)

10.1 Where the Customer is a Consumer, the Provider is liable for the Service’s conformity with the Agreement under Chapter 5b of the Consumer Rights Act (implementing Directive (EU) 2019/770). Nothing in Section 16 (Warranties and Disclaimers) or Section 17 (Limitation of Liability) excludes or limits any right of a Consumer under that Chapter, including the right to have the Service brought into conformity, to a price reduction, or to terminate the Agreement, to the extent such rights cannot be excluded or limited under mandatory Applicable Law.

11. CUSTOMER DATA; CUSTOMER SECURITY RESPONSIBILITIES

11.1 As between the Parties, the Customer owns and is solely responsible for Customer Data and for all applications, code, configurations and content that it, its Authorized Users or its Agents upload, run, generate or process on the Machines.

11.2 The Customer is solely responsible for the security, confidentiality, integrity, legality and backup of Customer Data. The Provider furnishes infrastructure and access only; it does not monitor or control, and accepts no responsibility for, the content of Customer Data or the actions the Customer, its Authorized Users or its Agents perform on the Machines.

11.3 The Customer acknowledges it may operate automated and artificial-intelligence Agents on the Machines and that such Agents may act autonomously. The Customer is solely responsible for the configuration, instructions, behaviour and consequences of its Agents, including any action taken whether or not intended or foreseen, and including any action resulting from prompt injection, model error, or manipulation by third-party inputs. The Customer bears all risk relating to the security of Customer Data and of any data its Agents access, generate, transmit or expose, and is solely responsible for all applications, processes and commands installed or executed by its Agents through the applicable API, however initiated.

11.4 The Customer shall not upload or process on the Machines any data it is not lawfully entitled to process, and shall not place on the Machines any data requiring safeguards beyond those described in these Terms, in particular no payment card data, health data, government-issued identifiers or other special-category or highly sensitive data, unless separately agreed in writing by the Provider.

11.5 The Provider is not a backup service. The Customer is responsible for maintaining its own backups of Customer Data, and the Provider has no liability for any loss of or damage to Customer Data.

11.6 The Customer is responsible for the security of its own systems and networks, including any environment from which its Authorized Users or Agents connect to the Services, and for the security of its credentials.

11.7 The Machines are used on an ephemeral basis. It is the Provider’s standard practice to delete Customer Data and session state on logout or termination, and the Provider does not intentionally retain Customer Data after a session ends; however, the Provider does not warrant complete removal of all residual data. The Provider may retain authentication, security and audit logs (excluding the content of Customer Data) for security, incident-response and compliance purposes. The Customer is responsible for retrieving or backing up Customer Data before ending a session.

11.8 The Customer acknowledges that, on a given Machine, certain files may be accessible across operating-system user accounts. The Customer is responsible for operating the Services and configuring its Agents so as not to place Customer Data in locations accessible to other sessions or users, and bears all risk arising from any failure to do so.

12. PROVIDER SECURITY MEASURES

12.1 The Provider shall apply commercially reasonable technical and organisational measures designed to protect its infrastructure and the Gateway, including authentication of API access and separation of operating-system user accounts between sessions.

12.2 Save as expressly set out in this Section 12, the Provider gives no guarantee or warranty as to security outcomes and, subject to Section 10, is not responsible for Customer Data or for the acts or omissions of the Customer, its Authorized Users or its Agents.

12.3 The Provider gives no service-level, availability or uptime commitment in respect of the Services unless separately agreed in writing.

13. DATA PROTECTION

13.1 Where Customer Data includes Personal Data that the Provider processes on the Customer’s behalf, the Parties shall comply with applicable data protection law and with the Provider’s standard Data Processing Addendum, in each case made available to the Customer prior to commencing the data processing by the Provider, and incorporated into these Terms by reference (the “DPA”), under which the Customer acts as controller and the Provider as processor. In the event of conflict between these Terms and the DPA regarding the processing of Personal Data, the DPA prevails. The Customer’s acceptance of the DPA is necessary for the Provider to provide the Services.

13.2 The Customer warrants it has all necessary rights, consents and lawful bases for any Personal Data it, its Authorized Users or its Agents place on or process using the Machines, and is responsible for the lawfulness of such processing.

13.3 The Provider processes such Personal Data only to the extent necessary to provide the Services and in accordance with the Customer’s documented instructions.

14. CONFIDENTIALITY

14.1 Each Party shall keep confidential all non-public information disclosed by the other Party that is marked, or would reasonably be understood, as confidential, and shall use it only to perform its obligations or exercise its rights under these Terms. This does not apply to information that is or becomes public other than through breach of these Terms, was already lawfully known, is independently developed, or must be disclosed by law or a competent authority.

14.2 This Section 14 survives termination for three (3) years.

15. INTELLECTUAL PROPERTY

15.1 As between the Parties, the Customer owns all Customer Data and all outputs, results, work product, test data, logs and build artifacts generated by, for or through the Customer, its Authorized Users or its Agents in the course of using the Services (together, the “Results”), together with all intellectual property rights subsisting therein. To the extent any such rights would otherwise vest in the Provider, the Provider assigns them to the Customer. The Customer acquires no rights in the Services, the Machines, the Gateway or the Provider’s software, tooling or know-how by reason of generating any Results.

15.2 The Customer acknowledges that Results generated autonomously by an Agent may not attract intellectual property protection and may incorporate or infringe third-party rights, and that the Provider gives no warranty as to the ownership, protectability, originality or non-infringement of any Results. The Customer is solely responsible for the Results and their use, consistent with Sections 11 and 18.

15.3 The Provider retains all intellectual property rights in the Services, the Machines’ configuration, the Gateway, and all software, tooling and know-how used to provide the Services. Except for the limited right to access and use the Services during the Term, no rights or licences are granted to the Customer.

15.4 The Provider may collect and use aggregated and de-identified technical and usage data relating to the operation of the Services to operate, maintain, secure and improve its services, provided such data does not identify the Customer or any individual.

15.5 The Customer grants the Provider a non-exclusive, royalty-free licence to host, store, process, transmit and display Customer Data and Results solely to the extent necessary to provide and operate the Services and comply with law.

16. WARRANTIES AND DISCLAIMERS

16.1 Each Party warrants it has the authority to enter into and perform these Terms.

16.2 Except as expressly set out in these Terms and subject to Section 10 (Consumers), the Services are provided “as is” and “as available.” To the maximum extent permitted by Applicable Law, the Provider disclaims all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Services will be uninterrupted, error-free or secure. The Customer is responsible for determining whether the Services are suitable for its purposes.

17. LIMITATION OF LIABILITY

17.1 Nothing in these Terms excludes or limits either Party’s liability where it cannot lawfully be excluded or limited, including for wilful misconduct or gross negligence, for death or personal injury caused by negligence, or, where the Customer is a Consumer, under Section 10.

17.2 Subject to Section 17.1, neither Party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, or for loss or corruption of data, whether arising in contract, tort (including negligence) or otherwise.

17.3 Subject to Sections 17.1 and 17.2, the Provider’s total aggregate liability arising out of or in connection with these Terms shall not exceed the total Fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the liability.

18. INDEMNIFICATION

18.1 If the Customer is a Business Customer, the Customer shall indemnify, defend and hold harmless the Provider against all claims, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Data and any data accessed, generated, transmitted or exposed by the Customer’s Agents; (b) use of the Services by the Customer, its Authorized Users or its Agents; (c) any breach of Section 6 (Acceptable Use); (d) any violation of Applicable Law or of the licensing or usage terms of Apple Inc. or any other third party; and (e) any third-party, data-subject or regulatory claim relating to any of the foregoing, including any claim that Customer Data or the Customer’s applications infringe third-party rights. Section 18.1 is not subject to the limitation of liability in Section 17.

18.2 If the Customer is a Consumer, Section 18.1 does not apply. The Consumer remains liable, under general principles of Polish civil law, for damage it causes the Provider through unlawful use of the Service or breach of Section 6 (Acceptable Use), but the Provider will not seek to impose on a Consumer indemnification obligations of the breadth set out in Section 18.1.

19. SUSPENSION

19.1 The Provider may suspend the Services or any Machine, in whole or in part and with immediate effect (giving notice where practicable), where: (a) the Customer fails to pay any undisputed sum when due; (b) there is a security threat or suspected compromise; (c) there is a breach or suspected breach of Section 6; (d) suspension is required by law or a competent authority; or (e) continued provision poses a risk to the Provider’s infrastructure or other customers.

19.2 Suspension does not relieve the Customer of its obligation to pay Fees for the affected period, save where the suspension is due solely to the Provider’s fault.

20. EXPORT CONTROL AND SANCTIONS

20.1 Each Party shall comply with all applicable export control, economic sanctions and trade laws, including those of the European Union, the United States and Poland.

20.2 The Customer warrants that neither it nor its Authorized Users are subject to sanctions or located in an embargoed territory, and that it will not use the Services in violation of any such laws.

21. GENERAL

21.1 Entire Agreement. These Terms, the Order Confirmation, and the DPA where applicable, constitute the entire agreement between the Parties for a given purchase and supersede all prior discussions and agreements, including any earlier individually negotiated Argent Cloud Services Agreement to the extent it covered the same purchase.

21.2 Variation. Except for Fee changes under Section 7.7 and Machine changes under Section 4.2, the Provider may amend these Terms from time to time. The Provider will notify the Customer of material changes by posting a notice on its website or by email at least 14 days before they take effect, save as otherwise required in the event of a technical or security-related urgency (i.e. a critical issue posing threat to Customers’ systems safety and integrity), where such changes may be introduced effective as soon as reasonably possible (cancellation policy in such events shall be applied accordingly). If the Customer disagrees, it may cancel under Section 8 before the changes take effect; continued use after the effective date constitutes acceptance. This Section does not affect a Consumer’s mandatory statutory rights.

21.3 Assignment. The Customer may not assign, transfer or subcontract any of its rights or obligations without the Provider’s prior written consent. The Provider may assign or transfer these Terms to an affiliate or in connection with a merger, reorganisation or sale of its business or assets.

21.4 Governing Law. These Terms and any non-contractual obligations arising out of them are governed by the laws of Poland. Where the Customer is a Consumer habitually resident in another EU member state, this choice of law does not deprive the Consumer of the protection of the mandatory provisions of the law of that state, in accordance with Article 6(2) of Regulation (EC) No 593/2008 (Rome I).

21.5 Jurisdiction. Disputes shall be submitted to the courts competent for the Provider’s registered seat (Kraków, Poland), save that this does not deprive a Consumer of the right to bring proceedings before the courts of their own domicile under Regulation (EU) No 1215/2012 (Brussels I recast).

21.6 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control.

21.7 Notices. Notices to the Customer may be given by email to the address associated with the Customer’s account, or by an in-account or website notice, and are effective when sent or posted, absent a delivery-failure message. Notices to the Provider must be sent to legal@swmansion.com.

21.8 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the Parties shall replace the affected provision with a valid one of similar effect.

21.9 Waiver. No failure or delay in exercising any right operates as a waiver of it.

21.10 No Third-Party Beneficiaries. These Terms confer no rights on any person who is not a Party.

21.11 Relationship. The Parties are independent contractors; nothing in these Terms creates any partnership, joint venture or agency.

21.12 Electronic Acceptance. These Terms are accepted electronically as described in Section 2 and do not require a handwritten or qualified electronic signature to be binding, except where these Terms or Applicable Law expressly require otherwise.

22. CONSUMER COMPLAINTS AND DISPUTE RESOLUTION

22.1 A Consumer may submit a complaint about the Service to legal@swmansion.com. The Provider will respond in a reasonable and legally mandated timeframe.

22.2 The Provider does not use alternative means of pursuing claims by Consumers or alternative dispute resolution (ADR) entities, unless such an obligation arises from mandatory provisions of Applicable Law.

By completing checkout, you confirm that you have read, understood and agree to be bound by these Terms.