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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:

  1. 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;
  2. 2 hours of dedicated support per month from the assigned HR Operations Consultant, which includes phone/email support and 6 monthly meetings
  3. 2 compensation market analyses;
  4. 1 DiSC assessment for an employee of your choosing;
  5. 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:

  1. 1 month of Portal access via the Website and
  2. 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.

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 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 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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