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These Terms of Service govern your access to and use of SwiftSam services, its websites and applications (collectively, the “Services”), which includes this Introduction, definitions, and all incorporated or referenced government documents and constitute a binding contract between you or the entity you represent and SwiftSam, Inc. (“SwiftSam” or “Platform Provider” or “we”), a cyber division of MJL Enterprises, LLC, a Virginia Service-Disabled Veteran Owned Small Business. By using our Services, you agree to be bound by these Terms of Service, and our Privacy Policy. Do not use the Services if you do not agree to the terms and conditions or the Privacy Policy.
This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or SwiftSam terminates it (this period, the “Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the Definitions.
As referenced in Section 11 of these Terms, any dispute between you and SwiftSam is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the arbitration provision in this Agreement as it affects your rights under this Agreement.
Last modified: May 6, 2025
You and SwiftSam agree as follows:
Services. SwiftSam is an internet web-based sales intelligent software which leverages advanced technology to help businesses find, manage, and quickly respond to federal government proposals and procurement opportunities.
SwiftSam may modify or update the Services and SwiftSam Platform at any time, including adding or removing functionality or imposing conditions on use of the Services. SwiftSam will notify you of material adverse changes in, deprecations to, or removal of functionality from, Services or SwiftSam Platform that you are using. SwiftSam is not obligated to provide any Updates.
You (“Customer”) must be old enough to enter a contract on your own behalf (which is commonly but not always 18 years old). If you are a legal entity that is owned, directly or indirectly, by an individual who is not old enough to enter a contract on their own behalf, your legal representative must obtain the consent of either your board or an authorized officer. The approving board, authorized officer, parent or legal guardian is responsible to SwiftSam and is legally bound to this Agreement as if it had agreed to this Agreement itself. You affirm to SwiftSam that you are authorized to enter into this Agreement.
You and your Representative must not attempt to create a SwiftSam Account on behalf of or for the benefit of a user whose use of the SwiftSam services was suspended or terminated by SwiftSam, unless SwiftSam approves otherwise.
SwiftSam owns the Services. Except for the non-exclusive limited License granted hereinafter, neither these Terms nor your use of the Services gives you any right, title or interest in or to the Services, our Platform, processes or documentation.
We grant you (“Customer” or “you”) a limited, nontransferable, non-assignable, non-sublicensable, non-exclusive, right to access and use the Services during the Term while in good standing, except as expressly permitted. That is to say, that neither you nor SwiftSam shall have the right to assign this Agreement without the written consent of the other party; except that either party may assign its rights and obligations under the Agreement without the consent of the other party to a successor in interest to all or substantially all our assets or business, provided that notice is provided within 30 days of such assignment and the assignee agrees in writing to accept all our obligations and responsibilities under this Agreement, including, in your case, all outstanding fees and balances, if any.
To access the Services, you must register for an account with SwiftSam. The account information you provide must be accurate, current and complete. You may not share your account credentials with anyone else. You are responsible for all activities that occur under your account.
You agree not to use the Services in a manner that violates applicable law or any Documentation; use the Services in a manner that infringes, misappropriates or violates our intellectual property rights or the intellectual property rights of any third party; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; modify, translate, or create derivative works based on the Services; use the Services to develop competing products or services; offer, sell, resell, rent, lend, lease, license, pledge, transfer, distribute, or provide access to, or otherwise make available, the Services to any unauthorized third party; use the Services for service bureau or outsourcing purposes; or remove any proprietary notices or labels from the Services.
You may be able to access third party products, services or content (“Third Party Services”) through SwiftSam Services. If you use or access a third-party service through our Service Platform, your access and use of such Third-Party Service is also subject to any additional terms that may be applicable to such third-party service, whether such terms are provided by us or by the third-party that provides the Third-Party Service.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
“Customer Data” means (a) all electronic data that you submit, or that others submit on your behalf, to the Services, and (b) all other information that you provide to us, or that others provide to us on your behalf, in connection with your use of the Services.
As between you and us, you own all Customer Data. You represent and warrant to us that you have the authority necessary to upload your Customer Data to the Services or to otherwise send us your Customer Data. You are responsible for the contents of your Customer Data. We do not control, verify or endorse your Customer Data.
Portions of the Services rely on artificial intelligence to allow you to input Customer Data and receive output from the Services (such output, “Output Data”). As between you and us, you own all Output Data. Due to the nature of the artificial intelligence that allows you to receive Output Data from our Services, your Output Data may not be unique. Other SwiftSam customers may receive the same or similar output data from our Services, and the responses they request and receive from our Services are not owned by you and do not constitute your Output Data.
If, in connection with your use of the Services, you request that certain of your Customer Data and/or Output Data be sent to one or more third parties, as indicated by you during your use of the Services, you agree that we may transfer such information to such third parties.
To provide the Services to you, you hereby grant us, our Affiliates, and our trusted third parties the right to transmit, process, use and disclose Customer Data and Output Data, but only (a) as necessary for us to provide the Services, (b) as permitted by these Terms, and/or (c) as required by law, regulation or order.
You hereby grant us, our Affiliates, and our trusted third parties the right to use and disclose, subject to our confidentiality obligations in Section 3, and solely for our internal business purposes, including operating, maintaining and improving the Services, any Customer Data or Output Data that has been anonymized and aggregated by us in such a way that it cannot be used to identify you or any of your customers, clients or users.
You hereby grant us, our Affiliates, and our trusted third parties the right to use and disclose, subject to our confidentiality obligations in Section 3, and solely for business purposes, including operating, maintaining and improving the Services, and any information about the Customer’s configuration and use of the Services (“Usage Data”), provided such Usage Data has been anonymized and aggregated by SwiftSam in such a way that it cannot be used to identify you or any of your customers, clients or users.
Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) business, technical, or financial information that is marked as confidential at the time of disclosure or that should reasonably be understood as confidential under the circumstances (“Confidential Information”). Your Confidential Information includes your Customer Data. The Receiving Party agrees not to use or disclose the Disclosing Party’s Confidential Information except (a) as necessary to provide the Services or (b) as permitted by these Terms and our Privacy Policy. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its service providers (“Representatives”) who need access to it in connection with the Services and are bound by confidentiality obligations at least as strict as those in this Section 3. The Receiving Party is responsible for any breach of confidentiality by its employees, agents, or authorized entities.
The Disclosing Party’s Confidential Information does not include information that (a) is or becomes generally available to the public, (b) was known to or in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, (c) was rightfully disclosed to the Receiving Party by a third party, or (d) was independently developed by the Receiving Party or its Representatives without reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so by law, if it promptly notifies the Disclosing Party of such disclosure to the extent it is legally permitted to do so.
We will implement and maintain reasonable administrative, physical, and technical safeguards to protect Customer Data from accidental loss and from unauthorized access, use, alteration, or disclosure. You agree to use reasonable efforts to prevent unauthorized parties from accessing or using the Services with your account credentials. You will promptly notify us if you believe (a) that your account credentials have been lost, stolen or made available to an unauthorized party or (b) that an unauthorized party has accessed the Services.
SwiftSam’s Privacy Policy describes how we use and protect Customer Data and other personal information.
Some of the Services require payment before you can access or use such Services (“Paid Subscription”). If you choose to subscribe to a Paid Service, you agree to pay the fees quoted to you when you subscribe to such Paid Service, in the currency and on the schedule indicated in such quote (the “Fees”). All Fees paid and payable to SwiftSam are non-cancelable and non-refundable except as expressly set forth in these Terms, in the quote for such Fees, or as otherwise required by law.
We may change the fees we quote for Paid Services at any time, provided, however, that if you subscribe to a Paid Service that we agree to provide you for a specific duration, then for the duration of such Paid Service (not including any automatic or other renewal period), we agree not to charge you different fees than the Fees you paid or that are payable by you for such Paid Service.
Once the term of a Paid Service ends, your subscription to that Paid Service will automatically renew for a term of equal duration as the term just ended, and you will be charged for the renewed Paid Service at the then-current Fees for such Paid Service. If you do not want Paid Service to automatically renew after it ends, you must cancel the Paid Service within 30 days of the renewal date by following the directions we provide in your account dashboard, whereupon your access to the Paid Service will terminate at the end of its current term.
You authorize us and our third-party payment processors to charge the payment method you provide to us when you subscribe to a Paid Service, including in connection with any renewal of such Paid Service. You are responsible for ensuring that your payment method information is correct and current.
Fees do not include taxes, which we will charge you for as required by applicable law at the same time as we charge you for Fees. You are responsible for paying the taxes we charge.
If we or our third-party payment processors cannot charge your payment method when undisputed Fees are due, then, in addition to the other rights and remedies available to us under these Terms and applicable law, we may (a) immediately suspend your access to the corresponding Paid Service and (b) charge you a finance charge of 1.5% of the unpaid balance each month until the Fees are paid in full.
If you wish to dispute any Fees, you must notify us in writing within 30 days of when such Fees become due and payable.
(a) Classification. SwiftSam may classify certain SwiftSam Services or SwiftSam Platform access, including a particular product or feature release, as being in a free limited time “Trial Services”. A SwiftSam service may be generally available in some circumstances (e.g., in some countries or regions) while still released or classified as Preview in other circumstances.
(b) Nature of Trial Service. Any Services that SwiftSam makes available to you free of charge is a “Trial Services” free of charge until the expiration of the trial period for such service, as expressly indicated to you when you subscribed to the Trial Services, or as otherwise agreed to in writing between you and SwiftSam.
(c) Feedback. Unless SwiftSam otherwise agrees in writing, your use of Trial Services is confidential, are offered for the purposes of testing, evaluating, and improving such services, have reduced or different privacy, security, or compliance commitments than paid Services, and may not be error free. By using the free Trial Services, you agree to provide timely Feedback on the Trial Services in response to SwiftSam requests.
(d) Notwithstanding anything to the contrary set forth in this Terms of Service, Trial Services are offered “AS-IS”, and except to the extent prohibited by law, SwiftSam disclaims all warranties for Trial Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
(a) The Trial Services offered is free of charge until the expiration of the trial period for such service, as expressly indicated to you when you subscribed, or as otherwise agreed to in writing with SwiftSam. Unless you subscribe to a Paid Service before the end of the Trial Service, all account information and stored data with be permanently deleted. To continue access as Paid Services you (Customer) must add your billing information and make the initial payment. [insert hyperlink to Customer Profile]
(b) These Terms constitute an agreement between you and SwiftSam (the “Agreement”) that becomes effective when you first accept these Terms online, first subscribe to a Paid Service, or first use any SwiftSam Service, whichever occurs first, and this Agreement will remain in effect until terminated in accordance with the Termination Section 7 hereinafter. The time during which the Agreement remains in effect, is the “Term” of Paid Services.
(a) Your Termination. You may terminate this Agreement at any time by cancelling your SwiftSam Account with SwiftSam and stopping your use of the Services. To do so, you must open the account information tab in your account settings, select “cancel my account,” and stop using the Services. If you are subscribed to a Paid Service that we agreed to provide you for a specific duration, then, subject to its earlier termination in accordance with Section 7.1, the Agreement will remain in effect until the following conditions have been met: (a) the term of each Paid Service to which you are subscribed has ended without renewal, (b) you have canceled your account with SwiftSam, and (c) you have stopped using the Services. If after termination you use the Services again, this Agreement will apply, and you again agree to be bound by these Terms.
(b) SwiftSam Termination. SwiftSam may terminate this Agreement (or any part) or close or suspend your SwiftSam Account at any time for any or no reason including if any event of the following events: (a) we reasonably believe that your continued use of the Services would cause real harm or loss to us or other customers of SwiftSam or (b) you fail to pay any undisputed Fees when due and such failure continues more than 10 days after our delivery of a written notice to you.
(c) Termination for Convenience. Either you or SwiftSam may terminate the Agreement by giving written notice to the other party if any of the following conditions occur: (a) the other party materially breaches the Agreement and does not cure the breach within 30 days after receiving written notice; (b) the institution by or against the other party of insolvency, receivership or bankruptcy proceedings; (c) the other party’s making an assignment for the benefit of creditors; or (d) the other party’s dissolution, winding up or ceasing to do business. by notifying you. In addition, SwiftSam may terminate this Agreement (or relevant part) for cause if SwiftSam exercises its right to suspend Services and does not reinstate the suspended Services within 30 days.
(d) Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services. Non-payment of Fees for a Paid Services is a material breach of the Agreement.
(e) Effect on Termination. Termination of the Agreement will not affect any rights or obligations that have accrued under the Agreement up to and including the date of such termination, including your obligation to pay any Fees that are owed. Upon termination of the Agreement for any reason, you must immediately stop using the Services. We will make all Customer Data available to you for electronic retrieval for a period of 30 days after termination of the Agreement, after which we may delete stored Customer Data. If the Agreement is terminated pursuant to Section 7.3(d), then you agree not to use the Services again unless we agree to your use in writing. The terms of the Agreement that are intended by their nature to survive any termination of the Agreement, including terms related to confidentiality, disclaimers, and limitations of liability, will survive and continue in full force and effect after termination of the Agreement.
SwiftSam may reference, enable access to, or promote (including on the SwiftSam website) third-party services (“Third-Party Services”). These are provided solely for your convenience, and SwiftSam does not approve, endorse, or recommend any Third-Party Services. Your access to and use of any Third-Party Service is at your own risk, and SwiftSam disclaims all responsibility and liability related to them. Third-Party Services are not part of the Services and are not governed by this Agreement or SwiftSam’s Privacy Policy. Your use of any Third-Party Service, including those linked from the SwiftSam website, is subject to that service’s own terms and privacy policies (if any).
(a) Right to Modify. SwiftSam may modify or discontinue any part of a Service or SwiftSam Technology, including ceasing to offer that Service or SwiftSam Technology in a particular country. SwiftSam will provide you reasonable notice if the modification or discontinuation would materially reduce the functionality of a Service or SwiftSam Technology that you are using, unless giving notice would (i) pose a security issue to SwiftSam; or (ii) cause SwiftSam to violate Law or breach any legal obligation to a Governmental Authority or Financial Partner.
(b) Updates. SwiftSam is not obligated to provide any Updates.
Upon SwiftSam’s request, you must provide User Information to SwiftSam in a form satisfactory to SwiftSam. You must keep the User Information in your SwiftSam Account current. You must promptly update your SwiftSam Account with any changes affecting you, the nature of your business activities, your Representative, beneficial owners, principals, or any other pertinent information. You must immediately notify SwiftSam, and provide to SwiftSam updated User Information, if (a) you experience or anticipate experiencing a Change of Control; (b) you experience or anticipate experiencing a material change in your business or financial condition, including if you experience or are likely to experience an Insolvency Event; (c) the regulatory status of the business for which you are using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified you that you or your business is the subject of investigative action.
You authorize SwiftSam to obtain information about you and your business from SwiftSam’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, for the purposes of this Agreement. This information may include your, or your representative’s, name, addresses, credit history, banking relationships, and financial history. You must authorize and direct those third parties to compile and provide this information to SwiftSam.
The Fees are stated on the SwiftSam Pricing Page, unless you and SwiftSam otherwise agree in writing. Subject to the requirements of Law, SwiftSam may revise the Fees at any time. SwiftSam may, from time to time, offer a Service or Service feature without charge, or waive a Fee for that Service or Service feature. If SwiftSam increases a Fee, or introduces a new Fee, for a Service that you are currently using, then SwiftSam will notify you at least 30 days (or longer period if Law requires) before the revised or new Fee applies to you.
Without limiting these Terms, you authorize SwiftSam to debit each User Bank Account without separate notice, and according to the applicable User Bank Account Debit Authorization, to collect amounts you owe under this Agreement. If SwiftSam is unable to collect those amounts by debiting a User Bank Account, then you immediately grant SwiftSam a new, original authorization to debit each User Bank Account without notice and according to the applicable User Bank Account Debit Authorization. SwiftSam may rely on this authorization to make one or more attempts to collect all or a subset of the amounts owed. Your authorization under this Section will remain in full force and effect until (a) all of your SwiftSam Accounts are closed; or (b) all fees and other amounts you owe under this Agreement are paid, whichever occurs later. If applicable debit scheme authorization rules grant you the right to revoke your debit authorization, then to the extent Law permits, you waive that right.
The Fees exclude all Taxes, except as the SwiftSam Pricing Page expressly states to the contrary. You have sole responsibility and liability for: (a) determining which, if any, Taxes or fees apply to the sale of your products and services, acceptance of donations, or payments you make or receive in connection with your use of the Services; and (b) assessing, collecting, reporting and remitting Taxes for your business. If SwiftSam is required by Law to collect or withhold any Taxes, SwiftSam may deduct those Taxes from amounts otherwise owed to you and pay those Taxes to the appropriate taxing authority. If you are exempt from paying or are otherwise eligible to pay a reduced rate on, those Taxes, you may provide SwiftSam an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case SwiftSam will not deduct the Taxes that certificate covers. You must provide accurate information regarding your tax affairs as SwiftSam reasonably requests and must promptly notify SwiftSam if any information that SwiftSam prepopulates is inaccurate or incomplete. SwiftSam may send documents to you and taxing authorities for transactions processed using the Services. Specifically, state or federal law may require SwiftSam to file periodic informational returns with taxing authorities related to your use of the Services. SwiftSam may send tax-related information electronically to you.
(a) Defense. Subject to Section 9.2, you will defend SwiftSam from a third party against any Claim made against any of the SwiftSam to the extent arising out of or relating to: (i) your breach of any of your representations, warranties or obligations under this Agreement; (ii) your use of the Services, including use of Personal Data; (iii) a User Party’s negligence, willful misconduct or fraud; (iv) the use of the Services by you in violation of these Terms (including violation of any Documentation); (v) applications, products or services developed or offered solely by you (as between you and us); (vi) Customer Data, including your provision of, or your or our use of, Customer Data, provided that we has complied with these Terms with respect to the applicable Customer Data; or (vii) our transmission of any data, including Customer Data, to a third party if such transmission was authorized by you. You will indemnify SwiftSam for all damages and costs (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by you, in connection with any such Claim.
(b) Indemnification. You will indemnify the SwiftSam Losses arising out of or relating to Claims described in this Section 9.
The party seeking indemnity under this Section 9 (“Indemnitee”) must give the other party (“Indemnitor”) the following: (a) prompt written notice of any Claim for which the Indemnitee intends to seek indemnity under this Section 9, (b) if requested by the Indemnitor, reasonable cooperation and assistance in the defense of the Claim, at the Indemnitor’s sole expense, and (c) if requested by the Indemnitor, sole control over the defense and settlement of the Claim at the Indemnitor’s expense, provided that the Indemnitee may also participate in the defense of the Claim at its own expense on a monitoring and non-controlling basis. A party’s failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under Section 11.1 or 11.2 (as applicable) except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced because of such failure. The Indemnitor shall not settle a Claim for which Indemnitee is seeking indemnification under this Section 9 without the Indemnitee’s written consent if such settlement would require action or payment by the Indemnitee.
(b) Indemnification. You will indemnify the SwiftSam against all SwiftSam Losses arising out of or relating to Claims described in this Section 9.
The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
You represent as of the Effective Date, and warrant at all times during the Term, that: (a) you have the right, power, and ability to enter into and perform under this Agreement; (b) you are a business (which may be a sole proprietor) or a non-profit organization located in the United States and are eligible to apply for a SwiftSam account and use the Services; (c) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law; (d) your employees, contractors and agents are acting consistently with this Agreement; (e) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services; (f) you are authorized to initiate settlements to and debits from the User Bank Accounts; (g) your use of the Services and SwiftSam Technology, performance of your obligations under this Agreement, and conduct of your business, comply with Law; (h) you comply with the Documentation; (i) you comply with the Financial Services Terms, and are not engaging in activity that any Financial Partner identifies as damaging to its brand; (j) you do not use the Services to conduct a Prohibited or Restricted Business, transact with any Prohibited or Restricted Business, or enable any individual or entity (including you) to benefit from any Prohibited or Restricted Business, unless SwiftSam has pre-approved the respective Prohibited or Restricted Business in writing; (k) you are the named account holder of each User Bank Account, and each User Bank Account is located in a country SwiftSam approves you to maintain Bank Accounts; and (l) all information you provide to SwiftSam, including the User Information, is accurate and complete.
Limitations. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10: (A) IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) IN NO EVENT SHALL SWIFTSAM OR ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY PERMITTED TERMINATION OR SUSPENSION OF THE AGREEMENT AS PROVIDED BY THESE TERMS, OR YOUR USE OF OR ACCESS TO THE SERVICES, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; AND (C) IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL FEES PAID TO SWIFTSAM BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
The limitations in Section 10.2 shall not apply to: (a) a party’s gross negligence or willful misconduct; (b) your breach of Use Restrictions Section 1.4; (c) either party’s indemnification obligations under Section 9; (d) your payment obligations to us under these Terms; or (e) the extent such limitations are prohibited by law.
You represent and warrant to SwiftSam that you are not (a) named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, or (b) owned or controlled by or acting on behalf of any such persons or entities. You will not access or use the Services in any manner that would cause us or any third party to violate any U.S. or international sanctions, embargo, export control law, or similar prohibition.
The laws of the state of Virginia will govern this Agreement, without giving effect to its conflict of law principles.
(a) All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Eastern District of Virginia), will be determined by binding arbitration in Norfolk, Virginia before a single arbitrator.
(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.
(c) The arbitrator will apply the substantive law of the State of Virginia and of the United States, excluding their conflict or choice of law rules.
(d) Nothing in this Agreement will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
(e) The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 11 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with this Agreement.
(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
(b) Subject to Section 13.3(a) of these General Terms, each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
(c) Subject to the disclaimers and limitations of liability stated in this Agreement, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of Virginia. In making a determination, the arbitrator will not have the authority to modify any term of this Agreement. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in Norfolk, Virginia. The decision of the arbitrator will be final and binding on the parties and will not be subject to appeal or review.
(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or relating to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
In the case of a conflict between the provisions of this Section 11 and the AAA Rules, the provisions of this Section 11 will prevail.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) SwiftSam may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
You must notify SwiftSam immediately if you become aware of an unauthorized acquisition, modification, disclosure, access to, or loss of Personal Data on your systems.
SwiftSam is not obligated to retain data after the Term, except as (a) required by Law; (b) required for SwiftSam to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.
To be effective, a waiver must be in writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
SwiftSam and its Affiliates will not be liable for any losses, damages, or costs you suffer, or delays in a SwiftSam Entity's performance or non-performance, to the extent caused by a Force Majeure Event.
You may not assign or transfer any obligation or benefit under this Agreement without SwiftSam’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. SwiftSam may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.
You must not use or otherwise export, re-export or transfer the SwiftSam Technology except as authorized by United States law and the laws of the jurisdiction(s) in which the SwiftSam Technology was distributed and obtained, including by providing access to SwiftSam Technology (a) to any individual or entity ordinarily resident in a High-Risk Jurisdiction; or (b) to any High-Risk Person. By using the SwiftSam Technology, you represent as of the Effective Date and warrant during the Term that you are not (i) located in or organized under the laws of any High-Risk Jurisdiction; (ii) a High-Risk Person; or (iii) owned 50% or more, or controlled, by individuals and entities (x) located in or, as applicable, organized under the laws of any High-Risk Jurisdiction; or (y) any of whom or which is a High-Risk Person. You must not use the SwiftSam Technology for any purposes prohibited by Law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
Each party to this Agreement, and each Financial Partner, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between SwiftSam and you, or with any Financial Partner. If this Agreement expressly establishes an agency relationship between you as principal and a SwiftSam Entity as agent, the agency conferred, including your rights as principal and a SwiftSam Entity’s obligation as agent, is limited strictly to the stated appointment and purpose and implies no duty to you, or a SwiftSam Entity, and will in no event establish an agency relationship for tax purposes.
The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at law, in equity or under the Financial Services Terms. Any material breach by a party of Section 7 or Section 8 of these Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for the breach.
These Terms and the policies, addendums and documentation referred to herein constitute the entire agreement and understanding between you and SwiftSam with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
For all purposes under these Terms, you and SwiftSam will each be and act as an independent contractor with respect to each other and will not bind or attempt to bind the other to any agreement.
The Agreement is for the sole benefit of you and SwiftSam; there are no intended third-party beneficiaries.
Each of the software components that constitute the Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212.
If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.
You acknowledge and agree that SwiftSam has the right, in our sole discretion, to modify these Terms from time to time, and that modified terms become effective on the first day of the calendar month after the modified terms were posted. If you have an account with us, you will be notified of modifications by email. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of any modification will be deemed acceptance of the modified terms. Notwithstanding the foregoing, if you subscribed to a Paid Service that provides for a fixed term of Service that is 12 months or longer, any modifications to these Terms made during such term will instead be effective, insofar as they apply to such Paid Service and not to any other Services, immediately upon the start of the renewal term for such Paid Services.
All notices must be in writing. You agree that we may provide you with notice, including by email, using the information provided by you when you registered for an account with us. You may send notices to us at sam@swiftsam.com. Notices will be deemed given on the date of receipt, if sent by email, or on the date sent, if sent by registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.
The following will survive termination of this Agreement: (a) provisions that by their nature are intended to survive termination (including Sections 4, 7.3, 9.2, 10, 11, 19 and 20 of these General Terms); and (b) provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after this Agreement terminates.
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