CLIENT PORTAL TERMS OF USE

*NOTE: These Terms include binding arbitration and automatic renewal provisions. Please read and review these Terms carefully.

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ACCEPTANCE OF TERMS

These Terms of Service (these “Terms”) apply to your use of SwivelCRM.com, advisorfirst.com, any of their respective subdomains, and all apps, services, and add-ons offered by, through, and from those websites directly accessible by and for clients of Swivel including the Swivel® software platform (collectively, the “Portal”).  Please read and review these Terms carefully before you start to use the Portal.

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By clicking to accept these Terms when this option is made available to you and/or by using the Portal, you agree to be bound by and to abide by these Terms.  If you are using the Portal on behalf of a business entity, then you acknowledge and confirm that you are authorized to use the Portal 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, as authorized, that business.  If you do not want to agree to these Terms, you must not access or use the Portal.

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Definitions

The following terms will be used throughout these Terms and will have the following meanings, without regard to whether such words are capitalized:

“Us” (and similar words such as “we” and “our”) means Advisor First, LLC, a Kansas limited liability company, doing business as Swivel®.

“You” (and similar words such as “your” and “yours”) means the individual using the Portal.

“Subscriber” means the individual or business that purchases and pays for the subscription through the SwivelCRM.com, advisorfirst.com, any of their respective subdomains, and all related apps, services, and add-ons offered by, through, and from those websites including the Swivel® software platform, including any legal entity directly or indirectly controlling, controlled by, or under common control with such subject entity.

The “Materials” include the design, software, code, contents, features, functionality, and all other content on or related to the Portal except for your Content.

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USE OF THE PORTAL
License to Use the Portal

Subject to your compliance with these Terms, and a current subscription under which you are accessing the Portal, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Portal solely for your own use.

Accessing the Portal

We reserve the right to withdraw or amend the Portal in our sole discretion without notice.  We will not be liable if for any reason all or any part of the Portal are unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Portal.

You are responsible for making all arrangements necessary for you to have access to the Portal.  To access the Portal, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Portal that all the information you provide is correct, current, and complete.

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If you choose, or are provided with, a username, 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 Portal using your username, password, or other security information.  You agree to notify us immediately of any unauthorized access to or use of your username 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 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.

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We have the right to disable any username, 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.

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Prohibited Uses

You may not use the Portal if you are under 18 years old.  Additionally, you shall not directly or indirectly:

  • Use the Portal in any way that violates any applicable law or that violates another contract.
  • Resell or otherwise make the Portal available to third parties without our express permission.
  • Use the Portal in any manner that could disable, over burden, damage, or impair the Portal or interfere with any other party’s use of the Portal.
  • Use any device, software, or routine that interferes with the proper working of the Portal.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attack the Portal via a denial-of-service attack or a distributed denial-of-service attack.
  • Use the Portal in any way that may harm the Portal, including without limitation using bots, scrapers, spiders, harvesters, or other automated systems.
  • Use any manual process to monitor or copy any of the Materials on the Portal, 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 Portal.
  • Impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity.
  • Attempt to use the Portal without our express written permission after we have terminated your right to use the Portal.
  • Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Portal, or which, as determined by us, may harm our company or other users of the Portal, or expose them to liability.

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USER ACCOUNTS & RELATIONSHIP TO SUBSCRIBERS
Relationship to Subscribers

Your access to the Portal is a service provided to the Subscriber under whose subscription you were provided access to the Portal.  If the Subscriber’s subscription is terminated for any reason, you will no longer be able to access the Portal.  Further, either we or the Subscriber may terminate your access to the Portal at any time for any reason. 

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INTELLECTUAL PROPERTY
Our Property Rights

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 Portal does not grant any rights to you other than the right to use the Portal for their intended purpose as outlined in these Terms.

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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 volatile memory 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.

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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.

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Copyright/DMCA Policy

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 Portal 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 support@swivelcrm.com.

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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 Portal;
  • 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.

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Representations

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 Portal, these Terms will constitute a legal, valid, and binding obligation, enforceable against you and us in accordance with its terms.
  • The Portal is 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 Portal, you represent and acknowledge the following:

  • You are using the Portal in accordance with all applicable laws.

You understand and agree that the Portal does not replace the need for you 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 any data.

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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 Portal is 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 Portal.
  • The information presented by, through, or from the Portal 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 Portal, or by anyone who may be informed of any of such contents of the Portal.
  • We do not vet content submitted by users of our Portal, 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 Portal 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 Portal for any reconstruction of any lost data.
  • Without limitation, we do not represent or warrant that (a) the information on the Portal is free from error; (b) the functionality of the Portal will be uninterrupted, secure, or free of error; (c) defects in the Portal will be corrected; or (d) that the Portal or the equipment the Portal uses 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 Portal, or for any other websites or applications which are linked to or referenced in the Portal.  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 Portal, your downloading of any material by, through, or from the Portal, or on any website linked by, through, or from the Portal.
  • 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 Portal.
  • 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 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 Portal 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 Portal, such disclaimers and limitations of liability will be limited to the extent permitted by the applicable law.

Indemnification

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 Portal, (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.

Arbitration

If a dispute arises between you and us related to or in any way connected with your use of the Portal or these Terms, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited) pursuant to the American Arbitration Association’s Commercial Arbitration Rules.  To initiate an arbitration, you must file a Demand for Arbitration with the American Arbitration Association.  You agree the arbitration proceedings shall be held in Johnson County, Kansas, USA, with a single arbitrator.  If this agreement to arbitrate is found not to apply to your claim (a decision that will be made exclusively by the arbitrator in accordance with this section), then both you and we agree that any judicial proceedings will be brought in accordance with the jurisdiction/venue provisions below.

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 Portal 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.

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MISCELLANEOUS
Governing Law & Jurisdiction

Our provision of the Portal, your use of the Portal, and these Terms will all be governed by and construed in accordance with the laws of the State of Kansas excluding its conflict of law principles.  With respect to any dispute arising out of, related to, or in any way connected with any of the foregoing (and not subject to the arbitration provision above), each party consents to jurisdiction in, and the exclusive venue of, the state courts in Johnson County, Kansas, or if applicable, the U.S. District Court having jurisdiction over that county.

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Waiver of Jury Trial

You and us each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of, related to, or in any way connected to our provision of the Portal, your use of the Portal, or these Terms.

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.

Entire Agreement

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.

Waiver

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.

Severability

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.

Assignment

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.  You will be notified of an amendment of these Terms by a request to agree to the new terms, with a link to the amended terms, when you first login after the amendment of the Terms.  Your agreement upon login and your continued use of the Portal after the Terms are amended and posted at www.swivelcrm.com/terms-of-service/ (the “Terms Page”) will constitute your acknowledgment and agreement to the amended Terms.  

Investment Advisor

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 the Subscriber under whose subscription you access the Portal.  You agree that Subscriber is your agent for purposes of receiving notices from us.

Notices to Us

Except as otherwise set forth in these Terms, any notice required to be given to us shall be sent to support@swivelcrm.com.

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*These Terms were Modified and Made Effective on 03.10.2025, and replace all prior versions except as otherwise stated herein.

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