SwiftStart HR™ Terms and Conditions

These SwiftStart HR™ (“SSHR”) Terms and Conditions (the “Terms” or the
“Agreement”) is made effective as of the date you complete a SSHR purchase (the “Effective
Date”) on this website located at www.swifthrsolutions.com (the “Website”). Swift HR Solutions
Inc, a Washington corporation (“Swift HR”, “Provider”, “us”, “we”, or “our”) operates the Website
and provides the services to the Customer (“you”).
1. Services; Support
A. Subject to these Terms, we agree to sell and you agree to purchase 1 SSHR
support materials product (the “Product”), which includes:

i. 6 months of access to the SSHR Portal (the “Portal”), accessible from
the Website, which includes access to a list of vendors we work with;
ii. 2 hours of dedicated support per month from the assigned HR
Operations Consultant, which includes phone/email support and 6 monthly meetings

iii. 2 compensation market analyses;
iv. 1 DiSC assessment for an employee of your choosing;
v. Up to 6 focus areas with deliverables for each focus area to be agreed
on after initial meeting, which will count towards the 2 hours of dedicated support per month.
If you are purchasing additional Operations Consultant support time, indicated support time
(either 4 hours (half day) or 8 hours (full day)) for Operations Consultant support time will be
added to your Product.
B. If you are only purchasing access to the Portal and limited support (“Continued
Support”), your Product consists of:

i. 1 month of Portal access via the Website and
ii. 2 hours of support per month from an HR Operations Consultant.
The Portal includes customizable HR templates and reference documents as may be available at
the time and at our discretion. Currently there are over 70 templates on the Portal. In exchange
for the Product, you agree to pay the fees set out in your purchase. Provider will grant Portal
access upon your acceptance of this Agreement and after your initial meeting with your HR
Operations Consultant.
C. During the Term, Provider will (i) provide phone and email support via the contact
information provided in the portal for the Product (the “Support”), and (ii) supply Customer with
any Product updates that Provider may from time to time deem necessary in its discretion.
Provider will use reasonable efforts to respond to all requests for Support within 24 hours
(Monday – Friday; 8:00am – 5:00pm PST). Support includes assistance in answering questions
directly related to the Product and the use and application of the materials provided therein.
2. Fees and Payment
You agree to pay the fees as set out in your purchase on the Website (the “Fees”). If any of your
payments are rejected by your financial institution or a third-party processor, or are otherwise
overdue, Provider may apply an additional Service Charge of 1.5% of the unpaid service fee
balance per month. Delinquent accounts will be turned over for professional collection. The costs
of collection, including any attorney’s fees and expenses, will be added to Customer’s invoice
principal amount and be subject to the monthly service charge.
Customer is responsible for any applicable sales taxes on the sale of the Product, as indicated on
the Website. Any such sales tax amounts payable are due at the time that the corresponding
amounts payable for the Product pursuant to this Section 2 are due.

Swift HR Solutions Inc 1100 Bellevue Way NE, STE. 8A #501, Bellevue, WA 98004

3. License, Scope of Allowable Use
A. The Product contains certain proprietary materials protected by copyright law, as
indicated on such materials (the “Proprietary Material”). Subject to the restrictions on use as set
forth herein, Provider hereby grants Customer a limited, non-exclusive, non-transferable, and
non-sublicensable license to use the Proprietary Material for its own internal use only. Customer
may copy, duplicate, and modify (by adding such information as may be necessary to complete
and render portions of the Proprietary Material useable for their intended purpose) the Proprietary
Material for such internal uses. This license does not extend to the Provider’s trademarks.
B. Customer may not permit any portion of the Proprietary Materials to be used by
or for the benefit of anyone other than Customer. Customer may not re-license, re-sell, or copy,
duplicate, distribute or otherwise transfer any Protected Material to any third-party. Customer
agrees to use the Protected Material in a manner that complies with all applicable laws including
intellectual property and copyright laws. Provider expressly reserves all rights not expressly
granted to Customer herein.
C. Customer agrees that the person completing the Product purchase on the
Website will serve as the key contact for Provider and vice-versa for communications regarding
the Product and Support. You may provide us with up to 2 additional contacts for purposes of
telephone and email support. If Primary Contact and/or additional contacts change, you must
provide new Primary Contact and/or additional contact information to Provider within 30 days.
4. Term and Termination
The initial term of this Agreement commences on the Effective Date and continues for 6
months (the “Initial Service Term”). The Initial Service Term may be extended by renewing for
Continued Support for 1-month terms (the “Extended Term”). If you have opted in to Continued
Support, the Extended Term will automatically renew for successive terms until you cancel with at
least 30 days’ written notice of termination. The Initial Service Term plus all Extended Terms are
the “Term”.
5. Ownership of Intellectual Property
Provider is and will remain the sole and exclusive owner of, and retains all right, title and
interest in, all portions of the Protected Material, including the copyrights contained therein, and
Provider hereby reserves all rights thereto.
6. Confidentiality
A. Customer acknowledges that the Product constitutes valuable confidential
information that is proprietary to Provider. Customer will safeguard the Product using the same
standard of care that Customer uses for its own confidential materials.
B. Each party must keep the terms of this Agreement confidential and may not
disclose such terms without the prior written consent of the other party.
C. Without releasing any confidential information regarding the work done on behalf
of Provider’s clients, Client grants permission for Swift HR Solutions, Inc., to include the name of
Customer’s business in its listing of clients.
7. Disclaimer of Warranties
PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND
WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER

Swift HR Solutions Inc 1100 Bellevue Way NE, STE. 8A #501, Bellevue, WA 98004

EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. TEMPLATES INCLUDED IN THE PRODUCT ARE GENERAL ONLY
AND ARE INTENDED TO BE CUSTOMIZED TO CUSTOMER’S PARTICULAR SITUATION BY
PROVIDER.
8. Legal Advice Disclaimer
PROVIDER IS NOT AN ATTORNEY, AND THE PRODUCT AND THE CONTENTS THEREOF
SHOULD NOT BE RELIED ON AS LEGAL ADVICE OR USED AS A SUBSTITUTE FOR A
CONSULTATION WITH AN ATTORNEY.
9 Limitation of Liability
IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING
NEGLIGENCE, AND REGARDLESS OF PRIOR NOTICE) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. PROVIDER’S LIABILITY TO CUSTOMER IN ANY
CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAID TO PROVIDER
IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
10. Indemnification
Customer agrees to indemnify and will hold harmless (including payment of reasonable attorneys’
fees) Provider, its corporate affiliates, officers, directors and any employee or agent thereof (each
an “Indemnified Party”) against all liability to third parties (except to the extent such liability is
caused by the negligent act or willful misconduct of the Indemnified Party) arising from or in
connection with Customer’s use of Product, or other breach of the terms of this Agreement.
Customer’s obligation to indemnify any Indemnified Party will survive the expiration or termination
of this Agreement by either party for any reason. Customer will conduct the defense of any such
third-party action arising as described herein unless Customer and Provider will mutually agree
that Provider will conduct the defense.
11. Website Terms of Service
Use of the Portal, the Product, and the Website are subject to the Website’s Terms of Service
located at https://swifthrsolutions.com/terms-conditions/ (the “TOS”). In the event of any conflict
between these Terms and the TOS, these Terms take precedence.
12. Miscellaneous
A. Independent Parties. Customer and Provider are independent of one another,
and no partnership or joint venture is intended to be created by this Agreement, nor any principal-
agent or employer-employee relationship.
B. Applicable Law and Forum. These Terms are governed by and must be
construed in accordance with the laws of the State of Washington without regard to the conflicts
of laws or principles thereof. Any action or suit related to this Agreement may only be brought in
the state or federal courts sitting in King County, Washington.
C. Notices. Any notice or other communication required or permitted under this
Agreement must be given via email notification. To swiftstarthr@swifthrsolutions.com for notice to
Swift HR and to your email that you provided to Swift HR for notice to you.
D. Entire Agreement. This Agreement constitutes the entire agreement between
Customer and Provider, and supersedes all other agreements between the parties relating to the

Swift HR Solutions Inc 1100 Bellevue Way NE, STE. 8A #501, Bellevue, WA 98004

subject matter hereof. Each of the parties hereto acknowledges that they have relied on their own
judgment in entering into this Agreement and have had the opportunity to consult independent
legal counsel.
E. Assignment. Customer will not assign this Agreement without Provider’s prior
written consent. Provider may assign this contract at its discretion to its affiliates or a successor
entity.
F. Successors. This Agreement inures to the benefit of and binds the successors
and permitted assigns of the respective parties.
G. Modifications. No modification of this Agreement will be effective unless in writing
and signed by both parties.
H. Severability. If any provision of this Agreement is invalid or unenforceable under
any statute or rule of law, the provision is to that extent to be deemed omitted, and the remaining
provisions will not be affected in any way.
I. Forbearance – No Waiver. Forbearance or neglect on the part of either party to
insist upon strict compliance with the terms of this Agreement will not be construed as or
constitute a waiver thereof.
J. Authority. Each party represents and warrants to the other that it is duly
organized and existing under the laws of the jurisdiction of its incorporation or existence and the
person executing this Agreement has full power and authority to enter into this Agreement.
K. Attorney’s Fees. In the event any legal action is taken by either party against the
other to enforce any of the terms and conditions of this Agreement, it is agreed that the
unsuccessful party to such action will pay to the prevailing party therein all court costs,
reasonable attorneys’ fees and expenses incurred by the prevailing party.
L Survival. The provisions of sections 3, 5, 6, 7, 8, 9, 10, 11, and 12 survive the
expiration or termination of these Terms by either party for any reason.

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