These Terms of Service (“Terms”) are a binding legal agreement between the entity you represent (“Customer” or “you”) and Trust Swiftly (“Trust Swiftly,” “we,” “us,” or “our”), governing your access to and use of our website and identity verification services (collectively, the “Services”).
BY INDICATING YOUR ACCEPTANCE OF THESE TERMS, EXECUTING AN ORDER FORM THAT REFERENCES THEM, OR BY ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN.
IMPORTANT NOTICE REGARDING ARBITRATION: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 19. THIS PROVISION AFFECTS YOUR LEGAL RIGHTS AND REQUIRES THAT DISPUTES BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION.
By using our Services, you agree to be legally bound by these Terms. If using on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.
Our Privacy Policy governs our data practices. To the extent we process personal data subject to GDPR, CCPA, or other applicable data protection laws on your behalf, the terms of our Data Processing Agreement (“DPA”), available upon request, are incorporated by reference into these Terms.
You are responsible for all activities that occur under your account and for keeping your credentials secure. You agree to provide accurate and complete information when registering. You may not share account credentials between multiple individuals.
We may modify these Terms at any time by posting the modified version on our website. We will provide you with at least thirty (30) days’ notice of any material changes. For Customers on a subscription plan, such material changes will become effective upon the start of your next renewal term. Your continued use of the Services after the effective date constitutes acceptance.
(a) Fees and Billing. Customer agrees to pay all fees (“Fees”) specified in the applicable ordering document or subscription plan. Fees are non-refundable except as required by law. Unless otherwise stated, charges are due within thirty (30) days of the invoice date.
(b) Automatic Renewals. Subscriptions automatically renew for subsequent periods of the same length as the initial term unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
(c) Late Payments. Overdue invoices are subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend Services for overdue accounts and recover all reasonable collection costs, including attorneys’ fees.
(d) Billing Disputes. You must notify us in writing of any dispute regarding Fees within fourteen (14) days of the invoice date. If you fail to do so, you waive your right to dispute those Fees.
(e) Taxes. Customer is responsible for all applicable taxes, duties, and government charges, other than taxes based on Trust Swiftly’s net income.
(f) Fee Increases. Trust Swiftly reserves the right to increase Fees for any renewal term by providing Customer with written notice at least sixty (60) days prior to the end of the then-current term.
Trust Swiftly will use commercially reasonable efforts to make the Services available with a high level of uptime. Any specific service level commitments, and any corresponding remedies or service credits for failure to meet such commitments, will be specified in a separate Service Level Agreement (“SLA”) or Order Form, if applicable. If no SLA is made part of an Order Form, Customer acknowledges that its sole remedy for service interruptions is termination of this Agreement, and Trust Swiftly’s sole and exclusive liability will be as set forth in Section 16.
You retain all rights to your Customer Data. You grant Trust Swiftly a non-exclusive, worldwide, royalty-free license to process, store, and display Customer Data as necessary to provide the Services.
Machine Learning & Analytics: You acknowledge and agree that Trust Swiftly may use Customer Data in an aggregated, anonymized, or de-identified format to improve our Services, train our machine learning models, and develop new algorithms. Trust Swiftly retains all intellectual property rights in such aggregated or de-identified data and any improvements to the Services derived therefrom.
You agree to: (a) maintain appropriate technical and organizational security controls to protect your account; (b) be responsible for providing all legally required notices and obtaining all necessary consents from your end-users for the data processing contemplated by this Agreement (including biometric consents); (c) maintain and publish a publicly available retention policy as required by applicable law; and (d) promptly notify us of any security breach or unauthorized use of your account.
Customer represents, warrants, and covenants that it will not (and will not permit its end-users to) provide any Special Categories of Data (including biometric identifiers or biometric information) to the Services unless:
(a) It is strictly necessary for the specific identity verification requested;
(b) Customer has provided all legally required notices to the end-user; and
(c) Customer has obtained explicit, specific, and informed written consent (or a “written release”) from the end-user for Trust Swiftly to collect, store, and process such data for the purposes contemplated by this Agreement.
Customer is solely responsible for compliance with all applicable biometric privacy laws (such as BIPA, CUBI, or GDPR) and shall indemnify Trust Swiftly for any breach of this section.
(a) Definition. “Confidential Information” means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Customer Data is the Confidential Information of Customer. The Trust Swiftly Technology is the Confidential Information of Trust Swiftly.
(b) Obligations. Each party agrees to (i) use Confidential Information only for the purposes of this Agreement, (ii) not disclose it to any third party (except for employees, contractors, and legal counsel under a duty of confidentiality), and (iii) protect it with at least a reasonable degree of care.
(c) Exclusions. Confidential Information does not include information that is: (i) publicly known without breach of this Agreement; (ii) independently developed by the receiving party; or (iii) required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to allow for a protective order.
We own all right, title, and interest in and to the Trust Swiftly Technology. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes, subject to these Terms.
You will not: (a) resell, sublicense, or otherwise make the Services available to any third party; (b) reverse engineer, decompile, or disassemble the Services; (c) use the Services to build a competitive product; (d) use the Services for any purpose regulated by the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq.; or (e) violate any applicable laws, including U.S. export control and economic sanctions laws.
Regarding FCRA: Customer acknowledges that Trust Swiftly is not a “consumer reporting agency” and that the Services do not constitute a “consumer report.” Customer agrees strictly not to use the Services as a factor in establishing an individual’s eligibility for employment, promotion, reassignment, or retention, or for credit, insurance, or housing. Customer acknowledges that the Services are solely for Identity and Access Management (IAM), fraud prevention, and cybersecurity authentication purposes.
We are not responsible for any third-party websites, products, or services. Your use of them is at your own risk.
(a) “As Is” Service. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) No Fraud Guarantee. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE A RISK-MANAGEMENT AND SECURITY TOOL, NOT A GUARANTEE OF AN END-USER’S TRUE IDENTITY OR A PREVENTION OF FRAUD. TRUST SWIFTLY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY IDENTITY VERIFICATION RESULT.
(c) FCRA & Employment Decisions. TRUST SWIFTLY IS NOT A CONSUMER REPORTING AGENCY.
- Security Tool Only: You agree that you are using the Services solely as a technical security control (Identity and Access Management) to prevent fraud and secure your infrastructure.
- Independent Decision Making: If an end-user fails a verification (including high-assurance standards like IAL3) and consequently loses access to your systems or employment opportunities, you acknowledge that this is the result of your internal security policies, not a “consumer report” provided by Trust Swiftly.
- No Adverse Action: You certify that you will not use any data from Trust Swiftly to take “adverse action” (as defined in the FCRA) against a consumer in the context of employment screening, tenant screening, or credit decisions.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES.
EXCEPT FOR THE “EXCLUDED CLAIMS” (AS DEFINED BELOW), EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
FOR “STARTER PLAN” OR FREE TRIAL CUSTOMERS, OUR TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF FEES PAID IN THE PRECEDING TWELVE (12) MONTHS OR $50 US.
“EXCLUDED CLAIMS” MEANS: (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) CUSTOMER’S OBLIGATION TO PAY FEES; (C) CUSTOMER’S OBLIGATIONS UNDER SECTION 17(a) (INDEMNIFICATION BY CUSTOMER); AND (D) CUSTOMER’S BREACH OF SECTION 10 (SPECIAL CATEGORIES OF DATA) OR SECTION 13 (GENERAL PROHIBITIONS AND USE RESTRICTIONS).
(a) By Customer. You agree to defend, indemnify, and hold harmless Trust Swiftly from any third-party claims, liabilities, damages, fines, and costs (including attorneys’ fees) arising from (i) your Customer Data; (ii) your breach of these Terms; (iii) your failure to provide notices or obtain consents required by applicable law (including Biometric Privacy Laws); or (iv) your use of the Services in violation of the FCRA or for any employment-related “adverse action.”
(b) By Trust Swiftly. We agree to defend, indemnify, and hold harmless Customer from any third-party claims alleging that the Trust Swiftly Technology infringes a third party’s intellectual property rights. Our indemnity will not apply to claims arising from: (i) your use of the Services in violation of this Agreement; (ii) Customer Data; (iii) free trial or beta services; or (iv) the combination of our Services with non-Trust Swiftly products.
THIS SECTION 17(b) STATES TRUST SWIFTLY’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
(a) Suspension. We may suspend your access to the Services if your account is overdue or if we reasonably believe suspension is necessary to prevent harm or preserve the security and integrity of the Services.
(b) Termination. Either party may terminate this Agreement for cause if the other party fails to cure a material breach within thirty (30) days of written notice.
(c) Effect of Termination. Upon termination, your right to access the Services will cease. Upon your written request, we will use commercially reasonable efforts to delete all Customer Data from our systems within ninety (90) days of the termination date, unless legally required to retain it. All provisions that by their nature should survive termination shall survive.
(d) Termination for Convenience. Trust Swiftly may terminate this Agreement for any reason by providing you with at least thirty (30) days’ prior written notice. In the event of such a termination, Trust Swiftly will provide a pro-rata refund of any prepaid, unused fees for the terminated portion of the service term.
These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. All disputes arising out of or related to these Terms will be resolved solely by binding, individual arbitration held in Florida. You and Trust Swiftly waive the right to participate in a class action.
(a) Publicity. Customer agrees that Trust Swiftly may use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public communications. Customer may revoke this right at any time by submitting a written request to us at support@trustswiftly.com, and we will use commercially reasonable efforts to remove such references from new promotional materials within thirty (30) days.
(b) Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
(c) Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent. Any attempted assignment in violation of this section is void.
(d) Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
(e) Entire Agreement. These Terms, including any DPA, SLA, and Order Form incorporated herein, constitute the entire agreement between the parties.
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