(Version 1.0 Effective September 1, 2026)
These terms are between you, the retailer using a Swiftly service, and Swiftly Systems, Inc. (“Swiftly,” “we,” “us”). You are getting access through a wholesaler or other partner (your “Provider”), who has enrolled your stores. You must accept these terms to use the Services. Your pricing, invoices, and commercial arrangement are with your Provider, not with us; these terms cover how you may use the software.
How these terms are organized. Part A applies to every Swiftly service your Provider enables for you (each a “Service,” together the “Services”). Part B contains the extra terms for particular Services, and each Part B section applies to you only if your Provider has enabled that Service for you. If your Provider enables an additional Service later, the Part B section for it applies from the date it is enabled, and the rest of these terms are unchanged, you do not have to accept a separate set of terms for each Service. “Output” means the circulars, creative assets, files, reports, and analytics a Service generates for you.
PART A: TERMS THAT APPLY TO ALL SERVICES
1. What you can do
We give you a limited, non-exclusive, non-transferable right to use the Services during your enrollment, for your own business, for the stores your Provider has enrolled. You may let your own employees and contractors use them on your behalf; you are responsible for what they do. We keep all other rights in the Services.
2. What you can’t do
You may not: (a) let anyone outside your business use the Services; (b) resell them, rent them, or run them as a service for anyone else; (c) reverse engineer them, or try to extract any model, model weight, source code, prompt, or training method; (d) modify them or create derivative works; (e) use them to process another company’s data; (f) use them, or anything they produce, to build, train, test, or benchmark a competing product or AI system; or (g) use them in a way that breaks the law or our Acceptable Use Policy at swiftly.com/legal/aup.
3. The Services use AI: and you must check their work
The Services are AI-enabled and use artificial intelligence, including AI systems run by other companies. We may change or replace those AI systems as long as the Services keep working as described.
AI output is not always right. It can be inaccurate or incomplete, and the same inputs can produce different results at different times. It is not legal, regulatory, pricing, or professional advice.
You must review and approve Output before you publish, print, distribute, or otherwise use it outside your business. If you publish Output, you have approved it. We are not responsible for Output you publish or use. Part B sets out what your review has to cover for each Service.
You may not use any Service or its Output to make a decision about an individual person, including anything affecting someone’s employment, credit, housing, insurance, education, or healthcare.
4. Your data
You give us the rights we need to receive, host, process, and display your data and content so we can run the Services and produce your Output. You are responsible for that data being accurate, complete, lawful, and on time, including your item, price, and promotion information, and for having the right to give it to us.
We use your data only to provide and support the Services for you, and to create aggregate and deidentified data as described in Section 5. We will not use your data to train or fine-tune AI systems except as aggregate or deidentified data, and we don’t let outside AI providers use your data to train or improve models they offer to anyone else.
Where a Service processes personal information, our Data Processing Addendum at swiftly.com/legal/dpa applies to it and we comply with that addendum for that Service. Part B tells you which Services those are.
5. Aggregate and deidentified data: please read this part
Aggregate data means data that relates to a group or category of shoppers, or that we present in aggregate across stores, banners, categories, or periods, with individual identities removed.
Deidentified data means data that can’t reasonably be linked back to a particular shopper or other individual, and that we keep technical safeguards and business processes in place to stop anyone reidentifying. Neither includes personal information.
We create aggregate and deidentified data from the data you send us, and we use it to operate, secure, support, improve, and develop our products and services. In Promotion Analytics, that is what the baselines, benchmarks, peer comparisons, and recommendations are built from, the reporting that tells you how your promotions performed against comparable retailers. Your data becomes part of that shared dataset. Everyone’s benchmarks are built from it, including yours, and we may provide those benchmarks and comparisons to our other customers.
Here is what we will not do with it. We will never identify you or your stores as the source. We will never show your individual results to another customer. We will never try to reidentify any individual.
Two consequences worth stating plainly. First, our rights to create and use aggregate and deidentified data are permanent, and they continue after your access to the Services ends. Second, if you leave and we return or delete your data, the baselines, benchmarks, and models we already built stay as they are, we are not required to go back and rebuild them without your contribution.
We own the aggregate and deidentified data and the baselines, benchmarks, models, and reporting we derive from it.
6. Who owns what
You own the Output generated for you. We own the Services themselves, the software, models, prompts, templates, and everything behind them, along with the aggregate and deidentified data described in Section 5, and you can use those things only as they appear in your Output. Two things to know: we use the same underlying models and templates for many customers, so output similar to yours may be generated for others (we won’t use your data to do it), and AI-generated material may not qualify for copyright protection.
7. How long this lasts
Your access starts when your stores are first enabled and runs for an initial period of twelve (12) months, then continues until you or your Provider ends it with at least thirty (30) days’ notice. Because the Services are priced weekly but provided on an ongoing basis, you can’t switch a Service off and back on week to week; any month in which a Service is enabled for any of your stores counts as a full month. Where your Provider enables an additional Service after your access starts, that Service runs on its own twelve (12) month initial period from the date it is enabled.
We may suspend or end your access if you break these terms and don’t fix it within thirty (30) days of our notice, or right away if what you’re doing creates a security risk or involves unlawful content. Your access also ends if your Provider removes you from the program or if our agreement with your Provider ends, subject to any wind-down period we’ve agreed with them. If your access ends, you can keep using the Output already generated for you, and our rights in aggregate and deidentified data under Section 5 continue.
8. No warranty
The Services and all Output are provided “as is.” We disclaim all warranties, express or implied, including merchantability, title, non-infringement, accuracy, and fitness for a particular purpose. We do not warrant that the Services or their Output will be accurate, error-free, or uninterrupted, or that using them will produce any particular sales or promotional result.
9. Limits on our responsibility
Your commercial relationship is with your Provider, and any claim about pricing, invoices, service levels, or the deal you signed up for goes to them. We are not liable to you for indirect, incidental, consequential, special, or punitive damages, including lost profits, revenue, or goodwill. Except for our own gross negligence, willful misconduct, or unlawful conduct, our total liability to you arising out of the Services, all of them together, not one limit for each Service, will not exceed the amounts your Provider has paid us for the Services for your stores in the twelve (12) months before the claim arose.
10. Confidentiality
Please keep non-public information about the Services confidential, including their software, models, templates, documentation, and performance, and use it only as these terms allow.
11. Changes to these terms
We may update these terms and will show you the updated version for acceptance. A material change won’t apply during your current twelve-month initial period unless you accept it. Adding a Part B section for a Service you don’t have is not a change to your terms. The current version is always at swiftly.com/legal/end-user-terms.
12. General
These terms are governed by Delaware law, without regard to its conflict-of-laws rules, and any dispute will be brought in the state or federal courts in Delaware. If part of these terms can’t be enforced, the rest still applies. You can’t transfer these terms to anyone else without our written consent. These terms, together with the policies they link to, are the whole agreement between you and Swiftly about the Services, they don’t change or replace your agreement with your Provider, and we are not a party to that agreement.
PART B: TERMS FOR SPECIFIC SERVICES
Each section below applies to you only if your Provider has enabled that Service for you.
B1. SmartCreate
SmartCreate generates circulars and promotional content from your item, price, and promotional data.
Checking your circulars. Your review under Section 3 has to cover item descriptions, prices, offer terms, effective dates, and any required disclaimers, and confirm the circular complies with the advertising laws that apply to you, including rules on pricing accuracy, unit and item pricing, and advertising alcohol, tobacco, and pharmacy items. Publishing a circular means you have approved it.
SmartCreate is not built for personal information. Please don’t put shopper names, contact details, loyalty identifiers, payment card data, health information, or similar personal data into it.
B2. Promotion Analytics
Promotion Analytics measures how your promotions performed and reports benchmarks and comparisons.
It works with shopper data. You will be sending us your transaction log, your promotions plan, your product catalog, and your loyalty or customer file, and we group transactions into households so we can measure things like basket effect and new buyers. For that data we act as your service provider under our Data Processing Addendum at swiftly.com/legal/dpa, which applies to Promotion Analytics. We process it to produce your analytics and to create aggregate and deidentified data under Section 5 and for nothing else; we don’t sell or share it, and we don’t use it for advertising.
You are responsible for giving your shoppers the privacy notices, and honoring the choices, that the law requires. Please hash or tokenize names, emails, phone numbers, and addresses before sending them, send only the fields we need, and don’t send payment card data, government ID numbers, health information, biometric data, precise location, or information about anyone under sixteen.
The results are estimates. They are not audited financial figures, dollar amounts are revenue rather than profit, and results depend on how complete your feeds are; promotions that don’t appear in your promotions feed, like digital coupons or unadvertised specials, won’t be picked up. We document our methodology and may refine it over time, so figures from different versions may not line up exactly. Use the results as one input to your decisions, not the only one.
Limits on use. You may not use Promotion Analytics or its results to identify or target an individual shopper, or to make a decision about any individual.
By clicking “I agree” and accessing the Services, you confirm that you have read and accept these terms and that you are authorized to accept them for your company.