These Terms of Service (“Terms”) constitute a binding legal agreement between you (either an individual or entity, “you” or “Customer”) and FidForward, Inc. (“FidForward,” “we,” “us,” or “our”). By accessing or using our services, you agree to be bound by these Terms.
1. Definitions
- “Services” means FidForward’s prospect discovery and automated outreach platform.
- “Platform” means the web-based software application accessible at talent.fidforward.com and related domains.
- “Customer Data” means all data, content, and information you submit, upload, or generate through the Services.
- “Credits” means the consumption units used to access contact information and send outreach messages.
- “Applicable Laws” means all laws, regulations, and rules applicable to your use of the Services, including anti-spam laws, data protection regulations, and employment laws.
2. Service Description & Scope
FidForward grants you a limited, non-exclusive, non-transferable license to access and use the Platform for your internal business purposes. The Platform enables you to:
- Discover and source prospects from multiple databases
- Access AI-powered matching and ranking of prospects
- Discover contact information (work emails, personal emails, phone numbers)
- Create and execute multi-channel outreach sequences
- Track engagement and manage responses
2.2 Service Availability
We will use commercially reasonable efforts to make the Services available. However, we do not guarantee uninterrupted or error-free service. We reserve the right to:
- Perform scheduled maintenance with advance notice where feasible
- Implement emergency maintenance without prior notice
- Modify or discontinue features with reasonable notice
The Services depend on third-party platforms including LinkedIn, email providers, and data providers. We are not responsible for changes to third-party platform policies, access restrictions, or service disruptions. We may adjust features, functionality, or pricing if third-party costs or availability change materially.
3. Account Registration & User Responsibilities
3.1 Account Creation
To access the Services, you must:
- Provide accurate, current, and complete registration information
- Be at least 18 years old and legally able to enter into contracts
- Represent a legitimate business entity for business use
- Maintain and update your account information
3.2 Account Security
You are responsible for:
- Maintaining the confidentiality of your login credentials
- All activities that occur under your account
- Notifying us immediately of unauthorized access or security breaches
- Using reasonable security measures to protect your account
3.3 Account Termination
We may suspend or terminate your account immediately if you:
- Violate these Terms or Acceptable Use Policy
- Engage in fraudulent, illegal, or harmful activities
- Fail to pay fees when due
- Use the Services in a manner that risks harm to others or our systems
4. Credit System & Pricing
4.1 Subscription Plans
Self-service subscriptions include:
- Monthly credit allocations based on your selected plan
- User seats as specified in your plan
- Access to platform features per your plan tier
4.2 Credit Consumption
Credits are consumed when you use various platform features such as contact discovery, profile connections, and outreach messages. For detailed credit costs, please refer to our pricing page.
4.3 Credit Expiration & Rollover
- Monthly credits expire at the end of each billing period
- Unused credits do not roll over to subsequent months
- Credits have no cash value and are non-refundable
- You may purchase additional credit top-ups as available
4.4 Payment Terms
- Self-service plans are billed monthly in advance via credit card
- All fees are non-refundable except as expressly stated in these Terms
4.5 Price Changes
We may change pricing for Services with 30 days’ advance notice. Price changes will not affect your current subscription term but will apply upon renewal.
4.6 Taxes
All fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes except those based on our net income.
5. Acceptable Use Policy
5.1 Permitted Use
You may use the Services only for lawful business purposes in compliance with these Terms and Applicable Laws.
5.2 Prohibited Activities
You must not:
Legal Violations:
- Violate any Applicable Laws including anti-spam laws (CAN-SPAM, GDPR, CASL)
- Violate anti-discrimination laws in employment or recruiting
- Use the Services for background checks without proper consent and compliance
- Engage in fraudulent, deceptive, or misleading practices
Platform Abuse:
- Reverse engineer, decompile, or attempt to derive source code from the Services
- Build competitive or substantially similar products using the Services
- Interfere with or disrupt the integrity or performance of the Services
- Attempt to gain unauthorized access to any systems or networks
- Use automated means to access the Services except via approved APIs
Data & Content Violations:
- Scrape, harvest, or collect prospect or candidate data for resale to third parties
- Transmit spam, unsolicited commercial messages, or bulk emails without consent
- Share, sell, or redistribute access to the Services
- Upload malware, viruses, or harmful code
- Infringe upon intellectual property rights of others
Harmful Content:
- Transmit hate speech, harassment, threats, or explicit material
- Promote violence, discrimination, or illegal activities
- Process data of minors without valid legal basis and parental consent
- Process special categories of personal data (health, biometric, etc.) without valid legal basis
5.3 Spam & Compliance Requirements
You must:
- Comply with CAN-SPAM Act, GDPR Article 7, CASL, and all anti-spam laws
- Obtain proper consent before sending outreach messages where required
- Include accurate sender information and functioning unsubscribe mechanisms
- Honor opt-out requests promptly (within 10 business days)
- Maintain suppression lists of opted-out contacts
- Use truthful subject lines and email headers
We may suspend accounts violating anti-spam laws immediately to protect our sending infrastructure and reputation.
5.4 Email Deliverability & Sender Responsibility
You acknowledge and agree that:
- You are responsible for warming up your email sending domain
- You must follow email deliverability best practices we provide
- We are not liable for email bounces, spam classifications, or domain blacklisting
- Your sending reputation depends on your content quality and sending practices
- We may limit sending volumes if we detect deliverability issues
5.5 Enforcement
We reserve the right to investigate violations and take appropriate action, including:
- Suspending or terminating accounts
- Removing violating content
- Reporting violations to law enforcement
- Pursuing legal remedies for damages
6. Data Processing & Privacy
6.1 Data Controller & Processor Relationship
For personal data you collect and process through the Services:
- You are the “data controller” responsible for lawful processing
- FidForward is the “data processor” acting on your instructions
- You must have a valid legal basis for processing personal data
- You must comply with GDPR, CCPA, and other applicable data protection laws
6.2 Data Processing Agreement
If you process personal data of EU/EEA residents, you must execute our Data Processing Agreement (DPA) which incorporates Standard Contractual Clauses. Contact us to request the DPA.
6.3 Candidate & Prospect Data
Your Responsibilities:
- Ensure you have lawful basis to collect and process prospect/candidate data
- Comply with privacy laws including providing required notices
- Obtain consent where required by law
- Respond to data subject requests (access, deletion, correction)
- Not process data of minors without valid legal basis
Our Rights:
- We may use aggregated, anonymized data for service improvement
- We will not sell or share your prospect/candidate data with third parties
- We implement reasonable security measures to protect data
6.4 Security Measures
We implement industry-standard technical and organizational measures to protect Customer Data, including:
- Encryption of data in transit and at rest
- Access controls and authentication
- Regular security assessments
- Incident response procedures
However, no system is completely secure, and you acknowledge the inherent security risks of internet transmission.
6.5 Data Retention & Deletion
- We retain Customer Data for the duration of your subscription
- Upon termination, we will delete or return Customer Data within 30 days unless legally required to retain it
- You may request data deletion at any time via your account settings or by contacting support
7. Intellectual Property Rights
7.1 FidForward IP
We retain all ownership rights, title, and interest in:
- The Platform and Services
- All software, algorithms, and technology
- All trademarks, logos, and brand elements
- Documentation and marketing materials
Your license to use the Services does not grant any ownership rights.
7.2 Customer Data Ownership
You retain all ownership rights to Customer Data you submit or generate through the Services. You grant us a limited license to:
- Host, store, and process Customer Data to provide the Services
- Use aggregated, de-identified data for analytics and service improvement
- Display Customer Data within your account and to authorized users
7.3 Feedback & Suggestions
If you provide suggestions, feature requests, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.
7.4 DMCA & Copyright Complaints
We respect intellectual property rights. If you believe content on our Platform infringes your copyright, contact us at privacy [at] fidforward.com with:
- Description of the copyrighted work
- Location of the infringing material
- Your contact information
- Statement of good faith belief
- Statement under penalty of perjury of accuracy
- Physical or electronic signature
8.1 No Guarantees
We provide contact discovery services on a “best efforts” basis. We do not guarantee:
- 100% accuracy of contact information
- Deliverability of all discovered contacts
- That contacts remain current or valid
- That prospects will respond to outreach
8.2 Industry Standards
Our contact discovery services target industry-standard accuracy rates (approximately 85% for verified work emails). Actual accuracy may vary based on:
- Data source availability and quality
- Prospect industry and seniority
- Geographic location
- Time elapsed since discovery
Credits consumed for contact discovery are non-refundable, even if contacts are inaccurate or bounce. We continually improve our data sources and verification processes but cannot guarantee perfect accuracy.
9. Service Terms & Termination
9.1 Subscription Terms
Term: Month-to-month auto-renewal unless you cancel.
Cancellation: You may cancel anytime via your account settings. Cancellation takes effect at the end of your current billing period.
No Refunds: Fees paid are non-refundable. Service continues through the end of the paid period.
9.2 Termination by FidForward
We may terminate your account:
- For convenience with 30 days’ written notice
- Immediately for material breach of these Terms
- Immediately for violation of Acceptable Use Policy
- Immediately for non-payment after 10 days’ notice
- Immediately if required by law or to prevent harm
9.3 Effect of Termination
Upon termination:
- Your access to the Services immediately ceases
- All licenses granted to you terminate
- You must cease using the Services and delete any downloaded materials
- You remain liable for all fees incurred through termination date
- We will delete or return Customer Data per Section 6.5
9.4 Survival
The following sections survive termination: 4 (Payment), 5.2 (Prohibited Activities), 6 (Data Processing), 7 (IP Rights), 8 (Disclaimers), 10 (Warranties), 11 (Liability), 12 (Indemnification), and 14 (Dispute Resolution).
10. Warranties & Disclaimers
11.1 Services Provided “As Is”
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
11.2 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES INCLUDING:
- MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
- UNINTERRUPTED, ERROR-FREE, OR SECURE SERVICE
- ACCURACY, RELIABILITY, OR COMPLETENESS OF RESULTS
- THAT DEFECTS WILL BE CORRECTED
- THAT PROSPECTS WILL RESPOND OR HIRING WILL OCCUR
- THAT CONTACT INFORMATION WILL BE ACCURATE
- THAT EMAIL DELIVERABILITY WILL BE MAINTAINED
11.3 No Professional Advice
The Services do not constitute legal, employment, recruiting, or professional advice. You should consult appropriate professionals regarding compliance with employment laws, data protection regulations, and recruiting best practices.
11.4 Third-Party Services
We disclaim all warranties regarding third-party platforms, data providers, and integrations. Third-party service failures or policy changes are beyond our control.
12. Limitation of Liability
12.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE 6 MONTHS PRECEDING THE CLAIM.
12.2 Excluded Damages
IN NO EVENT SHALL WE BE LIABLE FOR:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
- COST OF SUBSTITUTE SERVICES OR PROCUREMENT
- BUSINESS INTERRUPTION
- DAMAGE TO REPUTATION OR GOODWILL
- FAILED HIRING OUTCOMES OR CANDIDATE QUALITY
- EMAIL DELIVERABILITY ISSUES OR DOMAIN BLACKLISTING
- CONTACT DATA INACCURACY OR BOUNCED CONTACTS
- THIRD-PARTY PLATFORM CHANGES OR ACCESS RESTRICTIONS
This limitation applies even if we were advised of the possibility of such damages.
12.3 Exceptions
Nothing in these Terms excludes or limits liability for:
- Death or personal injury caused by negligence
- Fraud or fraudulent misrepresentation
- Gross negligence or willful misconduct
- Violations that cannot be limited by applicable law
12.4 Basis of the Bargain
You acknowledge that the limitations in this Section reflect a reasonable allocation of risk and are a fundamental basis of our agreement. The Services would not be economically feasible without these limitations.
13. Indemnification
13.1 Customer Indemnity
You agree to indemnify, defend, and hold harmless FidForward, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
- Your use of the Services
- Your Customer Data
- Your violation of these Terms or Acceptable Use Policy
- Your violation of Applicable Laws including anti-spam, data protection, or employment laws
- Claims that your outreach messages constitute spam or harassment
- Claims by prospects, candidates, or third parties regarding your recruiting practices
- Your infringement of third-party intellectual property or privacy rights
13.2 FidForward Indemnity
We will indemnify, defend, and hold you harmless from third-party claims that the Platform itself infringes third-party intellectual property rights, provided that:
- You notify us promptly in writing of the claim
- You grant us sole control of the defense and settlement
- You provide reasonable cooperation at our expense
This indemnity excludes claims arising from:
- Modifications you made to the Platform
- Your combination of the Platform with third-party products
- Your use of the Platform in violation of these Terms
- Your Customer Data or content
13.3 Indemnification Process
The indemnified party must:
- Provide prompt written notice of claims (failure to notify promptly may reduce obligation)
- Allow the indemnifying party sole control of defense and settlement
- Provide reasonable cooperation at indemnifying party’s expense
- Not admit liability or settle without indemnifying party’s written consent
14. Confidentiality
“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that:
- Is marked as confidential
- Would reasonably be understood as confidential given its nature
This includes Customer Data, pricing, technical specifications, business strategies, and candidate information.
14.2 Obligations
The Recipient must:
- Protect Confidential Information using reasonable care (at least the same care used for own confidential information)
- Not disclose except to employees, contractors, and advisors under confidentiality obligations
- Use Confidential Information only for purposes of these Terms
- Return or destroy Confidential Information upon termination
14.3 Exceptions
Confidential Information excludes information that:
- Is or becomes publicly available through no fault of Recipient
- Was rightfully possessed before disclosure
- Is independently developed without using Confidential Information
- Is rightfully received from a third party without confidentiality obligations
14.4 Required Disclosure
If legally required to disclose Confidential Information by court order or government authority, the Recipient must:
- Notify the Discloser within 72 hours (unless prohibited by law)
- Provide reasonable cooperation if Discloser seeks protective order
- Disclose only the minimum information legally required
15. Dispute Resolution
Before initiating arbitration or litigation, the parties agree to attempt informal resolution through good-faith negotiation for 30 days. Either party may initiate by sending written notice describing the dispute.
15.2 Binding Arbitration
Standard Customers: Any dispute not resolved informally shall be resolved exclusively by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules.
Enterprise Customers: After the 30-day informal negotiation period, unresolved disputes shall proceed to binding arbitration under JAMS Comprehensive Arbitration Rules.
15.3 Arbitration Terms
- Arbitrator: One neutral arbitrator selected per JAMS rules
- Location: New York, New York (or remote if parties agree)
- Governing Law: Delaware law (excluding conflict of law principles)
- Confidentiality: All arbitration proceedings remain confidential
- Discovery: Limited to information directly relevant to the dispute
- Award: Arbitrator’s decision is final and binding, enforceable in any court
15.4 Exceptions to Arbitration
Either party may seek injunctive relief in court for:
- Intellectual property infringement
- Confidentiality breaches
- Acceptable Use Policy violations requiring immediate action
15.5 Class Action Waiver
YOU AND FIDFORWARD AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS.
15.6 Jury Trial Waiver
YOU AND FIDFORWARD WAIVE ANY RIGHT TO JURY TRIAL FOR ALL DISPUTES.
15.7 Costs
Each party bears its own arbitration costs and attorneys’ fees unless the arbitrator awards costs to the prevailing party based on applicable law.
16. General Provisions
16.1 Governing Law
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
16.2 Entire Agreement
These Terms, together with our Privacy Policy and any executed order forms or DPA, constitute the entire agreement between you and FidForward regarding the Services and supersede all prior agreements and understandings.
16.3 Assignment
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may freely assign these Terms. Any attempted assignment in violation of this section is void.
16.4 Force Majeure
Neither party shall be liable for performance failures or delays caused by circumstances beyond reasonable control, including:
- Acts of God, natural disasters, pandemics, epidemics
- War, terrorism, civil unrest, government actions
- Cyberattacks, internet disruptions, power outages
- Labor disputes, supply chain disruptions
This does not excuse payment obligations.
16.5 Severability
If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions remain in full force.
16.6 Waiver
Our failure to enforce any right or provision does not constitute a waiver. Waivers must be in writing and signed to be effective.
16.7 No Third-Party Beneficiaries
These Terms do not create rights for any third parties.
16.8 Export Controls
You represent and warrant that:
- You are not located in a country subject to U.S. government embargo or designated as a “terrorist supporting” country
- You are not on any U.S. government list of prohibited or restricted parties
- You will comply with all U.S. export and re-export restrictions
You may not use the Services in violation of export laws and regulations.
16.9 Government End Users
If you are a U.S. government entity, the Services constitute “commercial computer software” and “commercial computer software documentation” with only the rights granted to non-government customers under these Terms per FAR 12.212 and DFARS 227.7202.
16.10 Notices
To You: We may provide notices via email to your account email address or through the Platform. Notices via email are deemed delivered 24 hours after sending.
To Us: Send written notices to privacy [at] fidforward.com
Notices to us are deemed delivered upon our receipt.
16.11 Modifications to Terms
We may modify these Terms at any time by posting updated Terms on our website. For material changes, we will provide at least 30 days’ notice via email or Platform notification. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree to changes, you must cancel your subscription before the effective date.
16.12 Relationship of Parties
You and FidForward are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.
16.13 Language
These Terms are drafted in English. Any translations are provided for convenience only. In case of conflict, the English version controls.
16.14 Accessibility
We are committed to making these Terms accessible and understandable. If you have difficulty understanding any provision, please contact us for clarification at privacy [at] fidforward.com.
For questions, concerns, or notices regarding these Terms, contact us at:
Email: privacy [at] fidforward.com
Support: Use the support widget on any page of our website
Acknowledgment: By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
