Terms of Service

Swordfish AI Inc. – Terms of Service

Last Updated: January 19, 2023

Thank you for your interest in Swordfish AI. This Terms of Service document (“TOS”) states the basic terms of the legal agreement (“Agreement”) between you (“you” or “your”), either an individual or a business, and Swordfish AI (“Swordfish,” “we,” “us,” or “our”). The TOS is an integral part of any written custom, annual, or enterprise plan agreement entered into between the parties.

The Agreement covers the terms and conditions under which you use the Swordfish website (the “Site”) and any of the Swordfish’s services described in Section 2 below. We refer to any Swordfish service that you use as a “Service” and all of Swordfish’s services are collectively referred to in this Agreement as the “Services.” The Agreement also establishes the terms and conditions under which you download, install, access, and use of the Swordfish browser extension (“Product”).

By accessing or using our Services, or by downloading, installing, access, or using the Product, you acknowledge that you have read these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference, as may be amended from time to time. These Terms shall govern any and all kind of use and features offered via the Product or the Services as may become available from to time to time. You agree to be bound by these Terms and to fully comply with them.

If you do not agree to any of the Terms you should immediately stop using the Site, the Product, and the Services. In this case, you may not access or use the Site, the Product, or the Services in any manner whatsoever.

1. Disputes will be arbitrated; No class actions

YOU ACKNOWLEDGE THAT THIS AGREEMENT, IN SECTION 19 BELOW, CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES BETWEEN YOU AND SWORDFISH. EXCEPT FOR LIMITED EXCEPTIONS, THIS AGREEMENT TO ARBITRATION REQUIRES THAT DISPUTES BETWEEN YOU AND SWORDFISH BE SUBMITTED TO BINDING AND FINAL ARBITRATION. THIS AGREEMENT TO ARBITRATE COVERS DISPUTES THAT AROSE OR WERE ASSERTED BEFORE YOU ENTERED INTO THIS AGREEMENT WITH SWORDFISH. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (a) YOU WILL ONLY BE PERMITTED TO RESOLVE DISPUTES AND SEEK RELIEF AGAINST SWORDFISH ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (b) YOU ARE WAIVING YOUR RIGHT TO RESOLVE DISPUTES AND SEEK RELIEF IN A COURT OF LAW AND YOU ARE WAIVING YOUR RIGHT TO HAVE A JURY TRIAL TO RESOLVE DISPUTES.

2. The Services; Eligibility for Enrollment; Independent Status

Swordfish will provide those Services you elect to receive and for which you pay fees under Section 3.

• The Swordfish Deep Search Service

  • Our Swordfish Deep Search Service (“Deep Search”) is designed to help users and vendors to find business profiles email address, telephone number) they seek (“Business Profiles”). Business Profiles available from Deep Search may include some or all of the following data elements: name, job title, company name, postal address, location (city or region), phone number, email address, social media profile URL, and website URL. By using Deep Search, we allow you to find relevant Business Profiles when using top social network websites (“Platforms”). Deep Search operates as a search platform, and therefore most of the data it provides you is not collected or generated by Swordfish itself. Instead, the data is retrieved from the web or contributed by other users and business partners. However, Swordfish does maintain its own database of Business Profiles (the “Swordfish Database”), which may assist in providing Business Profiles upon your request when use Deep Search.

  • When using Deep Search through any of the Platforms which our Product may operate on, you acknowledge and agree that you (and not Swordfish) are obliged to comply with the applicable terms of use and all associated policies and guidelines of such Platforms. If for any reason: (i) Swordfish will not be able to provide you Deep Search through a specific Platform; or (ii) any Platform’s terms of use shall require that you cease using our Product, deny your access to our Product when using the Platform or terminate your Platform’s account, Swordfish will not have any liability whatsoever and will not have any obligation to refund any paid fees made by you in connection with the use of Deep Search. However, Swordfish, at its sole discretion, may offer you other alternatives to use its Product (e.g. through other Platforms).

  • You have the nonexclusive right to use, copy, and disclose the Business Profiles you receive from the Deep Search Service during the term of this Agreement.

• The Product is available from the Google Chrome Web Store and the Site offers a link to the website from which you can obtain the Product. You acknowledge and agree that the Google Chrome Web Store is a third party service and Swordfish is not responsible for any acts or omissions of Google or the functionality or availability of the Google Chrome Web Store. You also acknowledge and agree that if, for any reason, the Product cannot be downloaded from the Google Chrome Web Store or is otherwise unavailable for any reason, Swordfish shall have no responsibility or liability for the unavailability of the Product and shall have no obligation to refund any fees you may have paid Swordfish.

• Swordfish Prospector

  • The Swordfish Prospector Service (“Prospector”) is a search engine designed to search for professionals by job title, industry, company name, location, and university or college from which they graduated. Users can run searches individually or in bulk.

  • Prospector is integrated with Deep Search. Once Prospector shows a list of results, users can click a button to obtain the Business Profile of a listed individual using Deep Search.

• The Swordfish Enrich My Google/Outlook Contacts Service

  • The Swordfish Enrich My Google/Outlook Contacts Service allows users to enhance their Google or Outlook contacts by obtaining data missing from your contacts from Swordfish.

  • If you opt to use this Service, Swordfish will match your Google or Outlook contacts with Business Profiles available via the Deep Search Service.

  • If Swordfish has information that could enhance one of your contacts, you have the option to reveal that information in exchange for a credit. See Section 3(a) for more details about credits.

  • Please note that Swordfish will use your Google/Outlook contact information to query its system. See Section 3(B)(iv) of the Swordfish Privacy Policy for more details.

  • You acknowledge and agree that you are not permitted to use the Enrich My Google/Outlook Contacts Service for to facilitate personal, business, governmental, or any other type of surveillance by other users. If you are a member of law enforcement, the Enrich My Google/Outlook Contacts Service will not be available to you.

  • You acknowledge that you will not be able to use data from other users’ Google/Outlook contacts for purposes of personal, business, governmental, or any other type of surveillance. If you are a member of law enforcement, Business Profile data from other users’ use of the Enrich My Google/Outlook Contacts Service will not be available to you.

• If you believe that information about you that is provided through the Product or a Service is inaccurate, false or if you wish such information about you to be removed, please send us a proper request here.

• Use of the Swordfish Services is void where prohibited, including but not limited to in any country subject to an embargo or other sanctions by the U.S. (currently including Cuba, Iran, North Korea, Syria, and Crimea Region of Ukraine) or in connection with use of the Services by any person or entity subject to sanctions administered by the Office of Foreign Assets Control based on US foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States.

• To become a user of any Service:

  • A user must be an authorized representative of your business,

  • A user must be at least 18 years of age; and

  • You and your business must not be barred from doing business with Swordfish because of sanctions maintained by the U.S. government against countries, businesses, or individuals.

• In order to fully use a Service, you must register and create an account. Creating your account can be done by providing specific details (e.g. full name; email address; etc.) through the Site.

• Google and Facebook Access

  • If you wish to use Google or Facebook to sign into a Service, we will ask you to grant us access to your Google or Facebook account using the applicable settings in your account. By granting us access to your Google or Facebook account, you expressly request and authorize the applicable Service to automatically login to the access token provided by your Google or Facebook account, for the purpose of receiving the Service.

  • You may revoke our access to your Google or Facebook account, at any time, by changing the settings in your Google or Facebook account. However, changing the settings and denying our access will disable your ability to log into a Service via Google or Facebook.

• “Content” means content which is uploaded, used, or transmitted by you in connection with your use of a Service. You grant Swordfish a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable and transferable license to use, transmit, and store your information and Content in connection with use of the Services. You acknowledge that you are responsible for any information or Content that you submit or transmit through the Services, including your responsibility as to the privacy, legality, reliability, appropriateness, originality, copyright, and import/export of any such information and Content, whether publicly posted or privately transmitted.

• Swordfish is entitled to identify you as a customer of Swordfish, including but not limited to using your name and any logo in its customer list, Site, blog, social media pages, or any other marketing or promotional materials of any kind.

• Swordfish and its employees or contractors shall perform the provisions of this Agreement as independent contractors and shall not be considered agents of your or your business, nor shall Swordfish’s employees or contractors be considered employees of your or your business. Nothing contained in this Agreement shall be construed to (i) constitute the parties as “partners” within the meaning of the law of partnership, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

• We reserve the right (but we are under no obligation) to modify, correct, amend, enhance, improve, make any other changes to, suspend or discontinue, temporarily or permanently the Product, any of the Services, or any portion or component of them (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any Changes that may be made for the purpose of improving, enhancing or de-bugging any aspects of the Services.

3. Fees

• In order to enjoy the full scale of the Services that we offer, you will be required to pay the applicable fees assessed to your account.

• For the Deep Search, Prospector, and Enrich My Google/Outlook Contacts Services, fees provide you with credits. These credits enable you to obtain search results and Business Profiles you seek. Each credit you purchase allows you to receive information for a single Business Profile or Prospector search result.

• We may offer you from time to time (but not obliged to), at our sole discretion, a version of limited credits for free. In addition, we may offer you free extra credits when you refer other users to our Product through our Services. Such free credits will be offered to you at our sole discretion and only as a gesture of good will and you acknowledge that we will not have any obligation to grant you such free credits.

• Swordfish offers a limited free trial membership.  You will pay a refundable deposit of $5 as a condition of enrolling for trial use of the Services via a pre-authorized charge to your payment card.  The purpose for this deposit is to prevent spam enrollments or fraud.  The deposit is automatically returned within 10 business days, leaving a net cost for the trial of $0, unless Swordfish has reason to believe you have opened multiple free trial accounts or your enrollment is fraudulent, in which case Swordfish is entitled, within its sole discretion, to retain your $5 deposit.

4. Privacy

You acknowledge that to the extent you choose to use or access certain features of the Services you may be asked to submit or enable the transmission of certain personal information, which is required for the operability of our Services. To learn more about our data collection practices and the specific types of data we may collect, use and disclose, please read the Swordfish Privacy Policy, which is incorporated by reference in this Agreement. In addition, the Swordfish Data Processing Addendum to this Agreement applies to the processing of personal information. The Data Processing Addendum is incorporated by reference in this Agreement. This Agreement and your use of the Site, Product, and Services are subject to the current versions of the Data Processing Addendum and the Swordfish Privacy Policy as they are amended from time to time.

5. Support

Although Swordfish seeks to maximize the availability of the Site and Services, on behalf of your business, you acknowledge that the Site or Services may be unavailable if Swordfish or its service providers are maintaining or upgrading the Site or Services, or if other Site or Services outages occur. Swordfish cannot guarantee that the Site and Services will be available 100% of the time. We test frequent updates, maintenance, error correction, and additional means in order to improve the Services. Swordfish will provide reasonable support for the Site and Services by email but has no obligation to provide any other support.

6. Your Account

You must maintain the security of your password and must not share account access with anyone else. You must also inform Swordfish immediately by email sent to support@swordfish.ai, if you have reason to believe that the security of your password has been compromised. You must update your account to make sure Swordfish always has accurate, current, and complete account information from you. You acknowledge you are responsible for all activities taken using your account.

7. Additional Requirements. You must:

• Provide us accurate and truthful information upon the enrollment process and all other content which is shared by you when using our Services, and you will promptly update any information or content provided by you that subsequently becomes inaccurate, incomplete, misleading or false.

• Comply with all applicable laws, including data privacy and security laws and laws governing unsolicited electronic communications, including but not limited to the CAN-SPAM Act; and

• Provide a means for individuals included within the Business Profiles you receive from Deep Search to opt out of any communications you send them.

• Be responsible for taking reasonable measures to ensure that Business Profiles or other information obtained from the Services or other users, if contaminated or infected with malicious software, will not damage your information or systems.

8. Prohibited Conduct. You must not:

• Violate or infringe in any way upon the safety or security of others;

• Engage in any conduct that is threatening, abusive, defamatory, invasive of privacy or publicity rights, or otherwise objectionable;

• Engage in any conduct that violates applicable law or any rights of any third party, including without limitation any right of privacy or publicity;

• Use a Service to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment, or a government license or benefit, or any other purpose governed by the Fair Credit Reporting Act;

• Encouraging conduct that would constitute a criminal offense of civil wrong;

• Engage in conduct that gives rise to civil liability;

• Obtain or attempt to obtain unauthorized access to the accounts of other users or to Swordfish’s servers;

• Impersonate another user or attempt to do so;

• Collect information using any automated means (such as bots or scrapers) without our prior written permission;

• Harvest or collect Business Profiles or other information from a Service for the purpose of creating a database of information, posting or publishing it elsewhere, or offering Business Profiles or other information from a Service to your customers via your own API or as a service bureau or outsource offering, provided that you are permitted to create an internal database of data received from Swordfish for your own business purposes during the term of this Agreement;

• Use the Business Profiles to communicate unwanted or unauthorized advertisements, solicitations, mass mailing, or mass texting, including but not limited to, communications commonly known as spam, spim, junk mail, or chain letters;

• Engage in conduct on the Site or with the Product or a Service constituting a breach of, or threat to, the security of the Site, the Product, or a Service, including but not limited to transmitting or injecting any electronic information, code, instructions, or software designed to damage or disrupt a system, such as a virus, ransomware, a worm, or a Trojan Horse; or

• Engage in conduct that Swordfish believes, in its sole judgment and discretion, threatens the security of the Site, the Product, a Service, the systems of other users, or any professionals with a Business Profile, or otherwise restricts or inhibits any other user from using or enjoying the Product or any of the Services.

9. Intellectual Property Rights

The term “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, the Site, the Product, the Services, the Business Profiles, the software used to provide the Services or the Product, or other technology or works, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; authors’ rights; and trademarks, service marks, trade names, product names, and brand names. The Site, the Product, the Services, the Business Profiles, the Swordfish Database, and the software used by the Product or to provide the Services (collectively, “Swordfish Materials”) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Swordfish owns all right, title, and interest in and to the Swordfish Materials, and all Intellectual Property Rights in the Swordfish Materials shall remain the sole and exclusive property of Swordfish and its licensors. Except for the usage rights you have in the Services during the term of the Agreement, all rights are reserved by Swordfish. This Agreement does not grant you any rights in connection with any trademarks or service marks of Swordfish.

10. Warranties and License

• Swordfish warrants that the Product and the Services delivered by the Site meet all of Swordfish’s published descriptions and specifications of the Services.

• Refund Policy. Please notify us if you are dissatisfied with any of the Services. If you had been using Services through one of the monthly plans listed on our site and you notify us of your dissatisfaction, Swordfish will at its discretion, return 100% of your money back.

  • In order to qualify for a refund on a monthly plan, you must have used no more than 20 premium credits or 20 business email credits or a total of 20 premium credits and business email credits, from your account. Use beyond this amount means you will not be eligible for a refund. Requests for refunds will be accepted only for 15 days from purchase date.

  • By agreeing to our terms and conditions, you agree that you are limited to a refund on one occasion only, and you will not be eligible for another refund should you purchase Swordfish services on any additional occasion. These terms also apply should you attempt to purchase Swordfish Services from an additionally registered account.

  • This subsection (b) does not apply to custom, annual, or enterprise plans.

• By using the Services with respect to your Content, you affirm, represent, and warrant that:

  • You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your Content in the manner contemplated by the Services and this Agreement;

  • You have the written consent, release, or permission of each identifiable individual person referenced in your Content to use their name, Business Profiles, and other personal information In connection with use of the Services; and

  • The Content does not violate any applicable laws, including but not limited to applicable local laws and applicable privacy, data collection laws, and data localization laws.

11. General disclaimer of warranty

• EXCEPT AS WARRANTED IN SECTION 10(a)-(b):

  • YOU ACKNOWLEDGE THAT YOUR USE OF THE SWORDFISH MATERIALS IS AT YOUR OWN SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU CAUSE BY YOUR USE OF THE SWORDFISH MATERIALS; AND

  • THE SWORDFISH MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWORDFISH AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

• YOU ARE RESPONSIBLE FOR DETERMINING THAT THE SWORDFISH MATERIALS MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOU NEED, AND SWORDFISH DISCLAIMS ANY SUCH RESPONSIBILITY. SWORDFISH MAKES NO WARRANTY THAT THE SWORDFISH MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE SWORDFISH BUSINESS PROFILES, THE PROSPECTOR SEARCH RESULTS, OR OTHER SWORDFISH MATERIALS WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SITE OR A SERVICE WILL BE CORRECTED.

12. DISCLAIMER REGARDING LOCAL LAW

THIS AGREEMENT AND USE OF THE SERVICES ARE SUBJECT TO APPLICABLE LAW. YOU MUST NOT USE THE SWORDFISH MATERIALS TO THE EXTENT THEY, OR ANY ASPECTS OF A SERVICE, ARE PROHIBITED BY APPLICABLE LAW.

13. OTHER SPECIFIC DISCLAIMERS.

• SWORDFISH DISCLAIMS ANY WARRANTIES CONCERNING THE ACCURACY, SECURITY, USFULNESS, INTEROPERABILITY, OR CONTENT OF THE SWORDFISH MATERIALS.

• YOU ACKNOWLEDGE AND AGREE THAT IF YOU MAKE A RECRUITMENT OR HIRING DECISION BASED ON SWORDFISH DATA, YOU ARE ULTIMATELY RESPONSIBLE FOR EXERCISING JUDGMENT AS TO WHETHER A PROFESSIONAL IS COMPETENT, FIT, OR APPROPRIATE FOR ANY PARTICULAR ROLE, POSITION, OR ACTIVITY.

14. Limitation of liability

UNDER NO CIRCUMSTANCES WHATSOEVER SHALL SWORDFISH OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY, FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; WRONGFUL DEATH OR ANY BODILY INJURY; LOST PROFITS; LOST DATA; LOST SAVINGS; OR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, EVEN IF SWORDFISH OR ONE OF ITS LICENSORS OR VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL SWORDFISH’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT OR THE SWORDFISH MATERIALS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE AMOUNTS YOU PAID OR OWED TO SWORDFISH IN THE PRECEDING 12-MONTH PERIOD. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

15. Claims

“Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).

16. Indemnity

• You must indemnify, hold harmless, and defend Swordfish and any parent, subsidiary, or affiliate of Swordfish, as well as any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all Claims and any judgment, civil money penalties, fines, or settlement disbursements awarded against or incurred by any of them, as a result of or arising from:

  • Your breach of any warranty or provision in this Agreement or any false representation;

  • Any violation by you or your business of any third party rights, including without limitation any property, intellectual property, or privacy right;

  • Any violation of law by you or your business, including but not limited to any privacy law, any data security law, or any law regarding unsolicited electronic communications; or

  • Use of your Content;

  • Third party allegations against one or more Indemnified Party relating to your use of the Site or Services, or your acts or omissions during your use of the Site or Services.

• In the absence of the prior written consent of the Indemnified Party, you will not enter into any settlement of any third-party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or which provides for injunctive or other non-monetary relief applicable to the Indemnified Party, or does not include an unconditional release of all Indemnified Parties.

17. Termination

• You may terminate this Agreement at any time for any reason by providing at least 30 days’ advance written notice to Swordfish at support@swordfish.ai.

• In addition, Swordfish shall be entitled to terminate this Agreement upon notifying you at any time, for any or no reason, with or without prior notice or explanation, and without liability.

• Without limiting the generality of Subsection (b), Swordfish is entitled to suspend your account or terminate this Agreement if Swordfish has reason to believe you have violated any term of this Agreement, you have breached any warranty in this Agreement, or any representation you have made is false. We may, but shall be under no obligation to, provide you a warning prior to suspension or termination of this Agreement.

• After expiration termination of this Agreement, you must stop using the Site and Services. This Subsection and Sections 1, 2(j), 2(l), 3, 4, 8, 9, 11, 12, 13, 14, 15, 16, 17(d), 18, 19, 21, and 22 shall survive the termination or expiration of this Agreement.

18. Notices

• "Notices” means, collectively, privacy notices, other notices, agreements, disclosures, reports, documents, communications, or other records communicated by us to you or from you to us.

• Swordfish, as an online business, transacts with its users electronically. When you sign up for the Services, you consent to receive electronic communication from us required or permitted under this Agreement, including without limitation Notices. You agree that generally, we can send you Notices and other electronic communications in either or both of the following ways: (i) to the e-mail address that you provided to us during registration or (ii) on a welcoming screen or top page of the relevant Swordfish Service. The delivery of any such Notices from Swordfish is effective when sent by us regardless of whether you read the Notice when you receive it or whether you actually receive its delivery.

• All Notices you send to Swordfish that are required or permitted under this Agreement shall be in writing by email and sent to the following address: support@swordfish.ai.

• An emailed notice is deemed given the business day after it is emailed.

19. Agreement to Arbitrate

• ANY DISPUTE, CLAIM, OR CONTROVERSY (collectively, “Disputes”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE SWORDFISH MATERIALS, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THE AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH DISPUTES. Arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Wilmington, Delaware U.S.A. The language of the arbitration shall be English.

• Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.

• Nothing in this Agreement shall be construed to preclude a party from seeking injunctive relief, damages, or other relief based on a breach of Section 9, or an infringement of a party’s Intellectual Property Rights.

• Except for small claims court suits permitted under Subsection (b), the parties irrevocably consent to the jurisdiction of the federal and state courts located in Wilmington, Delaware U.S.A. for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement or brought by party arising out of or relating to such Intellectual Property Rights or a breach of Section 9.

• To the maximum extent permitted by applicable law, each party agrees to waive the right to trial by jury, each party agrees that no arbitration or claim under this Agreement shall be joined with any other arbitration or claim, no class arbitration proceedings shall occur, and each party waives any rights to class arbitration.

• The arbitrator's award will state the essential findings of fact and conclusions or law upon which the arbitrator based the award. The arbitrator’s award of damages must be consistent with Section 14, which limits the categories and amounts of damages for which a party may be liable. The arbitrator will have the authority to award attorney's fees to the prevailing party in the arbitration award.

• The parties may vary the dispute resolution procedures in this section by a later written agreement.

• You are entitled to opt out of the terms of this Agreement to Arbitrate in this Section 19 or any amendment to this Section 19 by sending a written notice to Swordfish at support@swordfish.ai within thirty days after first becoming subject to this Agreement to Arbitrate in Section 19 or any amendment of it under Section 19. Opting out of an amended version of this Agreement to Arbitrate does not affect your agreement to arbitrate disputes under this Section 19 before the date Swordfish receives your opt out notice. You must provide a contact name, email address associated with your account, postal address, and username. Opting out of the Agreement to Arbitrate in this Section 19 shall not affect any other section of this Agreement.

20. Revisions to the Terms

• Swordfish may revise the Terms, the Privacy Policy, and the Data Processing Addendum from time to time. We will make changes by posting revised copies of these documents to our Site. We will advise you of any material change via the Site or announcement on our Services, or in Swordfish’s discretion, by sending you an email notification, or by any other form of communication in Swordfish’s discretion prior to those material changes becoming effective. Otherwise, any other, non-material change, will be effective upon the “last updated” date stated at the top of these documents.

• Your continued use of any Service or the Product, following any such revisions, constitutes your complete and irrevocable acceptance of revised Terms, Privacy Policy, and Data Processing Addendum. If you do not agree with the new/modified documents, your sole remedy is to discontinue using the Services and the Product, cancel your registration, and terminate this Agreement by notifying Swordfish under Section 17(a). Each time you use the Services, you reaffirm your acceptance of the then-current Terms of Service, Privacy Policy, and Data Processing Addendum.

21. Force Majeure

Swordfish will not be liable to you for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events that are beyond its reasonable control, including but not limited to, an act of God, strike, blockade, war, act of terrorism, riot, governmental action, earthquake, flood, hurricane, tsunami, other natural disaster, epidemic or pandemic, or failure or diminishment of power, telecommunications, the Internet, or other data networks or services.

22. Miscellaneous

This Agreement shall be governed by the internal laws of the State of Delaware without giving effect to its conflicts of laws principles. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you or other representative on behalf of you and an authorized representative of Swordfish. Swordfish’s failure or delay to exercise or enforce any rights or provision of this Agreement does not constitute a waiver of such right or provision. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. Swordfish may assign this Agreement to any successor in interest. You may not assign this Agreement or delegate its duties under this Agreement without Swordfish’s advance written consent. This Agreement will be binding upon, and inure to the benefit of Swordfish, you, and their respective permitted successors and assigns, as well as your heirs and representatives if you are an individual or sole proprietorship.

Swordfish AI Inc.
8 The Green
STE 4000
Dover, DE
19901

Data Processing Addendum