Terms of Service
TERMS OF SERVICE
NOTE: These Terms include binding arbitration and automatic renewal provisions. Please read and review these Terms carefully
ACCEPTANCE OF TERMS
Acceptance and Authority
These Terms of Service (these “Terms”) apply to your use of SwivelCRM.com, advisorfirst.com, any of their respective subdomains, and all related apps and services offered by, through, and from those websites including the Swivel℠ software platform (collectively, the “Services”). Please read and review these Terms carefully before you start to use the Services.
By clicking to accept these Terms when this option is made available to you and/or by using the Services, you agree to be bound by and to abide by these Terms. If you are using the Services on behalf of a business entity, then you acknowledge and confirm that you are authorized to use the Services on behalf of that business and you are agreeing to these Terms and the other policies referenced in these Terms on behalf of both you and that business. If you do not want to agree to these Terms, you must not access or use the Services.
The following terms will be used throughout these Terms and will have the following meanings:
- All references to “us” (and similar words such as “we” and “our” and regardless if such words are capitalized) mean Advisor First, LLC, a Kansas limited liability company, doing business as Swivel℠.
- All references to “you” (and similar words such as “your” and “yours” and regardless if such words are capitalized) mean the individual using the Services, and if you are using the Services on behalf of a business entity, it means both you and that business.
- All references to the “Subscriber” mean the individual or business that purchases and pays for the subscription through the Services. Under those circumstances, “Subscriber” may also refer to and mean you.
USE OF THE SERVICES
License to Use the Services
Subject to your compliance with these Terms, and payment by the Subscriber under which you are accessing the Services, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Services solely for your internal use.
Accessing the Services
We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services.
You are responsible for making all arrangements necessary for you to have access to the Services. To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.
You may not use the Services if you are under 13 years old. Additionally, you shall not directly or indirectly:
- Use the Services in any way that violates any applicable law or that violates another contract.
- Resell or otherwise make the Services available to third parties without our express permission.
- Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
- Use any device, software, or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Use the Services in any way that may harm the Services, including without limitation using bots, scrapers, spiders, harvesters, or other automated systems.
- Use any manual process to monitor or copy any of the Materials (as defined below) on the Services, or for any other purpose not expressly authorized in these Terms, without our express written consent.
- Take any action which constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services.
- Impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity.
- Attempt to use the Services without our express written permission after we have terminated your right to use the Services.
- Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm our company or other users of the Services, or expose them to liability.
Relationship to Subscribers
If you access the Services under a Subscriber’s subscription rather than under a subscription you purchase, then: (a) we may grant access to your account to the Subscriber; (b) we may limit your ability to use certain portions of the Services based on instructions from the Subscriber; and (c) you may have additional obligations with respect to the Subscriber which exist outside of these Terms (for example, the Subscriber may own Your Content depending on your service relationship with the Subscriber).
SUBSCRIPTIONS & FEES
We offer different terms, tiers, payment options, and classes and elements of the Services. Your subscription package for Services will be identified with your registration information. Features are subject to change from time to time. If you have questions about the features of your subscription package for Services or you wish to upgrade or revise your subscription package for Services, you are directed to contact firstname.lastname@example.org. As set forth below in more detail, your subscription will auto-renew for additional commitment terms unless you take certain actions described below.
To purchase and use Services, you or Subscriber will be required to provide payment information to us and in doing so, you and/or Subscriber authorize us and our third-party payment vendors (for example, Stripe) to charge the chosen payment method for the applicable price of the Services. We do not offer refunds except as otherwise provided in these Terms. All late payments from you and/or Subscriber will bear interest, until paid, at either: (i) 1.5% per month, compounding monthly, or (ii) if the interest in subsection (i) exceeds the maximum amount permitted by law, then the maximum amount permitted by law. You will be responsible for all sales, use, or similar tax (if any) that may be applied to the Services.
Our general pricing information is contained on our website, and will be updated from time to time. Our initial pricing is contained in your registration communications and will include any standard, special, and add-on pricing. During your commitment, we reserve the right to increase the pricing of the Services. A price increase that is intended to go into effect at the end of the Initial Term or an applicable Renewal Term (a “New Term Price Increase”) will be effective if we provide you with notice of the price increase at least forty-five (45) days before the end of the Initial Term or the applicable Renewal Term. A price increase that is intended to go into effect at any other time (a “Mid Term Price Increase”) will go into effect thirty (30) days after we provide you with notice of the price increase.
By agreeing to these Terms and using the Services, you agree that we may, from time to time, send you new product, service, and feature announcements, marketing materials and promotional offers via email. You may opt-out of such communication by contacting our sales department at email@example.com.
We may also offer free, promotional uses of the Services, in our sole discretion (for example, a free 14 day trial). We may withdraw your right to use any one or more of such promotional offers at any time, for any reason, with or without notice to you.
Autorenewal & Cancelling Your Commitment
In signing up for and using the Services, you have committed (“Your Commitment”) to an initial term of twelve (12) months commencing on the date you agree to these Terms and ending on the first anniversary of such date (the “Initial Term”). Your Commitment will continue to automatically renew for additional twelve (12) month periods (each a “Renewal Term”) unless and until: (i) you provide notice of your intent to not renew Your Commitment pursuant to this section, (ii) you terminate Your Commitment pursuant to this section, or (iii) we terminate Your Commitment.
If you wish to not renew Your Commitment for a Renewal Term (either at the end of the Initial Term or an applicable Renewal Term), then you must provide written notice to us (via email to firstname.lastname@example.org) indicating your intent to not renew your commitment for the Renewal Term. Such email must be received by us no later than 30 days and no earlier than 90 days before the end the then current term (either the Initial Term or the applicable Renewal Term). Your failure to strictly abide by these procedures will mean that Your Commitment will automatically renew for a Renewal Term.
Other than at the end of the Initial Term or an applicable Renewal Term, you may terminate Your Commitment only upon one of the following occurrences: (i) after we have provided you with notice of a Mid Term Price Increase, you provide us with written notice (via email to email@example.com) of your intent to terminate Your Commitment within ten (10) days of such notice from us of the Mid Term Price Increase, or (ii) upon your payment of an Early Termination Fee. The “Early Termination Fee” shall be an amount equal to 50% of the aggregate amount you would pay if you completed Your Commitment through the end of the then current term (either the Initial Term or the applicable Renewal Term).
Notwithstanding the foregoing, we may temporarily or permanently suspend your access to (or terminate your right to use) all or parts of the Services (this includes our right to suspend access to or terminate your user account). We may exercise that right in our sole discretion, at any time, with or without notice to you. If we permanently suspend your Services without cause, we will refund any amounts prepaid by you for the Services (but not any amounts for the Services up until the date of the permanent suspension).
All provisions in these Terms which by their nature should survive termination of these Terms shall survive the termination.
Data Export Fee
You are advised to export your data from the Services prior to the date of termination or expiration of Your Commitment. If you fail to export your data prior to this date, you will no longer have access your user account to obtain and export such data. In such event, you may ask us to assist in the exporting of your data and we will charge our standard service rates for completing such service for you.
Third Party Platforms
If you choose to integrate the Services with other third party platforms, you authorize us to send and receive information to and from such third party(ies).
We may offer additional one-on-one services to you (for example, sales training, marketing services, virtual assistance, etc.). If we do, then those additional services will be considered “Services” and will be governed by these Terms unless we sign a separate contract to specifically govern those additional services. If those additional services require additional payments from you, and if you approve those additional payments, then we may invoice you separately for those payments (in which case all undisputed sums in those invoices will be due within 30 days of receipt of the invoice), or we may charge your or Subscriber’s payment information that you or Subscriber provided for your use of the Services.
Use of Your Content
You may be allowed to upload content (such as customer/client data, text, documents, images, audio, videos, and more) to the Services (“Your Content”).
By uploading Your Content, you grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, store, use, process, copy, distribute, display, perform, create derivative works from, and export, Your Content, with or without attribution, for the following purposes: (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support, and technical issues with the Services; and (c) as required by law. You represent that you own Your Content, or otherwise have legal rights to Your Content, and that the above grant is valid and does not violate any other contract or law.
Please note that Your Content may be visible to other users of the Services depending on the settings chosen by you or the Subscriber under which you are accessing the Services. This is especially true if you link your user account with other user accounts (for example as part of an upline FMO / IMO model). If your user account is linked to another user account, you acknowledge and agree that Your Content and user account will be visible, accessible, and modifiable to and by other users. We cannot guarantee that they will not violate your rights with respect to Your Content and we disclaim all liability for uses by other users and the Subscriber under which you are accessing the Services. You may request that we remove Your Content from the Services, but we may not be able to do so and we are not obligated to do so. We also have no obligation to retain any of Your Content.
Improvements to the Services
If you share ideas or suggestions with us regarding how to improve or modify our Services, then we may use the same without your consent, without providing notice to you, and without providing compensation to you. By sharing those ideas and suggestions with us, you waive any claim of ownership or other rights you may have in the same.
Our Property Rights
The Services (including all design, software, code, contents, features, functionality, and other content on or related to the Services, collectively the “Materials”) are either owned by us, licensed to us, or owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. No right, title, or interest in or to the Materials is transferred to you, and all rights not expressly granted are reserved by us. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these Terms.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Materials, except: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, and (ii) you may store files that are automatically cached by your web browser for display enhancement purposes.
Our company name and all related trade names, logos, product and service names, designs, and slogans are our trademarks. You must not use such marks without our express written permission. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on our Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to the attention of “Designated DMCA Agent” at Advisor First, LLC, 10820 Shawnee Mission Parkway, Shawnee, KS 66203, or via email to firstname.lastname@example.org.
Your DMCA Notice must include the following:
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and specifically where it is located on the Services;
- Sufficient information for us to contact you, such as your address, phone, or email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner.
PLEASE NOTE: Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
You and us each represent and acknowledge the following:
- Each of you and us have the full right, power, and authority to enter into and perform respective obligations and grant the respective rights, licenses, consents, and authorizations under these Terms.
- When you click “agree” to these Terms and/or commence use of the Services, these Terms will constitute a legal, valid, and binding obligation, enforceable against you and us in accordance with its terms.
- The Services are provided by us from and in the State of Kansas and in accordance with these Terms which are deemed “a contract accepted by us in the State of Kansas”.
In accepting these Terms and/or using the Services, you represent and acknowledge the following:
- You are using the Services in accordance with all applicable laws.
- You own or otherwise have and will have the necessary rights and consents in and relating to your customer/client data so that, as received by our Services in accordance with these Terms, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.
- You have complied with all applicable data security laws, including any requirements for: (i) notifying your customers/clients of your information sharing practices (including inputting of customer/client information into the Services or authorizing us to share information with your designated third party platforms), (ii) providing your customers/clients an opportunity to opt out (if required by applicable law), and (iii) implementing a written information security program, with specific safeguards to protect information from unathorized disclosure. You have and will retain sole responsibility for all of your customer/client data, including its content and use.
- You understand and agree that the Services do not replace the need for your to maintain regular data backups or redundant data archives, and we will not have any obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of your customer/client data.
WARRANTIES, DISCLAIMERS, & LIMITATIONS OF LIABILITY
All references to “us” (and similar words such as “we” and “our”) in this section mean us and our parents, subsidiaries, affiliates, and licensors, and our and their owners, members, directors, officers, employees, contractors, agents, successors, heirs, and assigns. All references to “you” (and similar words such as “your” and “yours”) in this section mean you and your parents, subsidiaries, affiliates, and licensors, and your and their owners, members, directors, officers, employees, contractors, agents, successors, heirs, and assigns.
Warranties and Disclaimers
- The Services are offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind. We do not make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Services.
- The information presented by, through, or from the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of such contents of the Services.
- We do not vet content submitted by users of our Services and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.
- You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or by, through, or from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data.
- Without limitation, we do not represent or warrant that (a) the information on the Services is free from error; (b) the functionality of the Services will be uninterrupted, secure, or free of error; (c) defects in the Services will be corrected; or (d) that the Services or the equipment the Services use are free of viruses.
- To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement, and also all liability for identity theft and other misuse of your identity or content.
- We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on the Services, or for any other websites or applications which are linked to or referenced in the Services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.
Limitations of Liability
- To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Services, your downloading of any material by, through, or from the Services, or on any website linked by, through, or from the Services.
- To the fullest extent provided by law, we will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, loss of goodwill, loss of business, or costs of obtaining substitute goods or services), arising out of, relating to, or in any way connected with the Services.
- Subject to the other limitations of liability in these Terms, our liability to you or any third party (if any) will not exceed the greater of: (i) the amount you paid for the Services for the six (6) month period immediately preceding the date of the occurrence out of which the purported liability and claim arises or relates, or (ii) $100.
- All limitations of liability in these Terms will apply regardless of whether you or the third party base your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.
- All limitations of liability in these Terms will apply to the fullest extent permitted by law. All of the foregoing limitations will apply even if a remedy fails of its essential purpose.
- Any cause of action or claim which you may have which arises out of, relates to, or is connected with the Services must be brought (if at all) within one year after the cause of action or claim accrues. Otherwise, such cause of action or claim will be permanently barred.
Some jurisdictions do not allow certain disclaimers and limitations of liability. To the extent such jurisdictions’ laws are applicable to your use of the Services, such disclaimers and limitations of liability will be limited to the extent permitted by the applicable law.
You shall indemnify us and our parents, subsidiaries, affiliates, and licensors, and our and their owners, members, directors, officers, employees, contractors, agents, successors, heirs, and assigns (the “Protected Parties”) against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) of every kind (the “Losses”) arising out or, related to, or in any way connected with: (i) your use of the Services, (ii) your breach of these Terms, (iii) your breach of or any inaccuracy in any representations contained herein, (iv) your submission of content that violates third party rights or applicable laws, or (v) your violation of applicable law, except to the extent that a Protected Party through gross negligence or intentional misconduct caused those Losses.
Notwithstanding the agreement to arbitrate above but subject to the class action prohibition below, either you or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.
CLASS ACTIONS ARE PROHIBITED: All claims, including all arbitration claims, must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations, are not allowed.
Governing Law & Jurisdiction
Waiver of Jury Trial
Enforcement of Terms
If we enforce or defend any of our rights or obligations under these Terms, you agree to reimburse us for our expenses and costs incurred, including our reasonable attorneys’ fees.
These Terms set forth the complete and entire agreement between you and us relating to the subject matter in these Terms and supersede all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by you and us relating to the subject matter in these Terms.
The failure or delay by us to exercise any right or remedy in these Terms shall not operate as a waiver of the same. The waiver by us of a breach of any provision in these Terms shall not operate as a waiver of any subsequent breach. A waiver shall not be effective unless and until it is in written form and signed by us. The phrase “express written consent”, when used in these Terms, means the written consent of one or more of our management-level executives who possess sufficient authority to provide such “express written consent” for the subject matter.
Each provision in these Terms shall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.
These Terms and all rights and licenses granted to you, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
Power to Amend These Terms
We may amend these Terms at any time, for any reason, and in our sole discretion. Your continued use of the Services after the amended Terms are posted at www.swivelcrm.com/terms-of-service/ (the “Terms Page”) will constitute your acknowledgment and agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended Terms; or (b) 30 days after the amended Terms are posted on the Terms Page. You will be deemed to have “actual knowledge” of amended Terms if notice of such amended Terms is provided to the email address associated with your user account. You are also expected to check the Terms posted on the Terms Page with enough frequency to enable you to be aware of any changes to the Terms.
Advisor First, LLC d/b/a Swivel℠ is not a registered investment advisor, nor does it offer or provide securities or investment advisory services. Advisor First, LLC d/b/a Swivel℠ is an independent and unaffiliated service provider offering a cloud platform operating system to financial professionals.
Notices to You
Except as otherwise set forth in these Terms, any notice required to be given to you shall be deemed given on the date that we transmit an email to you at the email address associated with your user account.
Notices to Us
Except as otherwise set forth in these Terms, any notice required to be given to us shall be sent to email@example.com.
These Terms were Modified and Made Effective on 04.18.2023, and replace all prior versions except as otherwise stated herein.