SHIFTWERX TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "I ACCEPT," "SIGN UP," OR BY ACCESSING OR USING THE SHIFTWERX SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

1. Definitions

"Service" means the ShiftWerx scheduling platform, including the ShiftLogic scheduling engine, ShiftMarket shift-trading marketplace, and all associated websites, mobile applications, APIs, and related services, as modified from time to time in accordance with Section 5.

"Customer" means the business entity that subscribes to the Service and creates an account ("Account") for the purpose of managing employee scheduling.

"Authorized Users" means individuals permitted by Customer to access and use the Service, including managers, administrators, and employees.

"Customer Data" means any data, information, content, records, and files that Customer or its Authorized Users upload, transmit, or enter into the Service, including employee scheduling data, availability preferences, shift records, and shift-trading activity.

"Schedule Recommendations" means the suggested schedules, shift assignments, and staffing recommendations generated by the ShiftLogic scheduling engine and presented to Customer for review, modification, and approval.

"ShiftWerx," "we," "our," or "us" refers to ShiftWerx, LLC, a Virginia limited liability company.

2. Account Registration and Access

To access the Service, Customer must register an Account by providing accurate, complete, and current information. Customer is responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account. Customer will promptly notify ShiftWerx of any unauthorized access to or use of the Account.

Customer is responsible for identifying, authenticating, and managing all Authorized Users, ensuring that only Authorized Users access the Service, and ensuring that all Authorized Users comply with these Terms.

Customer acknowledges and agrees that before accessing the mobile application or Service, all Authorized Users must individually accept the ShiftWerx End-User License Agreement (EULA) and Terms of Use. Customer is responsible for ensuring that its Authorized Users do not violate the EULA.

ShiftWerx reserves the right to suspend or terminate any Account that we reasonably believe has been used in violation of these Terms or in a manner that threatens the security, integrity, or availability of the Service.

3. License and Restrictions on Use

Subject to Customer's compliance with these Terms and timely payment of all applicable fees, ShiftWerx grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Service during the term of the subscription solely for Customer's internal business purposes.

Customer will not, and will not permit any Authorized User or third party to: (a) reproduce, modify, distribute, sublicense, sell, rent, lease, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) use the Service to build a competing product or service; (d) circumvent any technical limitations or security measures of the Service; (e) use the Service in violation of any applicable law or regulation; or (f) use the Service to transmit any malicious code, unsolicited communications, or unlawful content.

4. Acceptable Use Policy

Customer and its Authorized Users agree to use the Service only for its intended purpose of employee scheduling, shift management, and related workforce operations. In addition to the restrictions in Section 3, Customer and its Authorized Users shall not:

• (a) Use the Service to store, transmit, or process any data that is unlawful, defamatory, obscene, threatening, harassing, or otherwise objectionable, or that infringes the intellectual property or privacy rights of any third party.
• (b) Attempt to gain unauthorized access to any portion of the Service, other Accounts, or any systems or networks connected to the Service, whether through hacking, password mining, or any other means.
• (c) Use automated means (including bots, scrapers, crawlers, or similar technologies) to access, monitor, or copy any content or data from the Service without ShiftWerx's prior written consent.
• (d) Interfere with or disrupt the integrity, performance, or availability of the Service, including by imposing an unreasonable or disproportionately large load on ShiftWerx's infrastructure.
• (e) Use the Service to send unsolicited communications, spam, or commercial messages to any person, or to collect or store personal information about individuals without their knowledge or consent.
• (f) Impersonate any person or entity, or falsely state or misrepresent an affiliation with any person or entity.
• (g) Use the Service for any purpose that is fraudulent, deceptive, or intended to mislead.
• (h) Upload, transmit, or introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

ShiftWerx reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including suspending or terminating Account access, removing offending content, and reporting violations to law enforcement authorities. Customer is responsible for the compliance of all Authorized Users with this policy and agrees to promptly address any violations brought to its attention.

5. Modifications to the Service

ShiftWerx reserves the right, at its sole discretion and at any time, to modify, update, enhance, or discontinue any part or feature of the Service, temporarily or permanently, with or without notice. This includes, but is not limited to, changes to the user interface, functionality, algorithms, integrations, and available features.

ShiftWerx will use commercially reasonable efforts to provide advance notice of material changes that significantly reduce the core functionality of the Service. However, ShiftWerx shall have no liability to Customer or any Authorized User for any modification, suspension, or discontinuation of the Service or any feature thereof.

Customer's continued use of the Service following any modification constitutes acceptance of the modified Service. If Customer does not agree to a material modification, Customer's sole remedy is to cancel the subscription in accordance with Section 13.2.

6. Scheduling Recommendations and Customer Responsibility

This is the most important section of these Terms for understanding the relationship between ShiftWerx and Customer regarding scheduling decisions.

6.1 Nature of the Service

The ShiftLogic scheduling engine is a decision-support tool that generates Schedule Recommendations based on parameters, preferences, and data provided by Customer and its Authorized Users. Schedule Recommendations are suggestions only and are not intended to constitute final scheduling decisions. The Service is designed to assist Customer in creating efficient schedules that reflect Customer's own staffing priorities, but the Service does not make employment decisions on behalf of Customer.

6.2 Manager Review and Approval Required

All Schedule Recommendations generated by the Service require explicit review, modification (as Customer deems appropriate), and approval by an authorized manager or administrator before they are published or communicated to employees. Customer acknowledges that no schedule is final until a manager affirmatively approves and publishes it. ShiftWerx does not publish, distribute, or communicate any schedule to employees without Customer's express authorization.

6.3 Customer's Sole Responsibility for Employment Decisions

Customer is the employer of record and bears sole responsibility for all employment-related decisions, including but not limited to: (a) reviewing all Schedule Recommendations for compliance with applicable federal, state, and local employment laws, including but not limited to Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, state fair scheduling laws, predictive scheduling ordinances, and all other applicable anti-discrimination, wage-and-hour, and labor laws; (b) ensuring that published schedules do not have a discriminatory effect, whether intentional or through disparate impact, on any employee or class of employees based on race, color, religion, sex, national origin, age, disability, genetic information, sexual orientation, gender identity, or any other characteristic protected by law; (c) complying with all collective bargaining agreements, employment contracts, and internal policies applicable to the scheduling of employees; and (d) making all final decisions regarding employee scheduling, including modifications to or rejection of any Schedule Recommendation.

6.4 Algorithm Design Disclosure

The ShiftLogic scheduling engine generates Schedule Recommendations based on facially neutral, operationally relevant inputs, including but not limited to employee-submitted availability preferences, shift-type qualifications, historical scheduling data, and fairness metrics. The algorithm does not use, request, or consider any protected characteristic (such as race, sex, religion, national origin, age, or disability status) as an input. Customer acknowledges that it is Customer's responsibility to evaluate whether the application of the algorithm to Customer's specific workforce produces results that comply with applicable law.

6.5 Indemnification for Employment Decisions

Customer agrees to indemnify, defend, and hold harmless ShiftWerx, its officers, directors, members, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's scheduling or employment decisions; (b) any allegation that a published schedule violates any employment, anti-discrimination, or labor law; (c) Customer's failure to review, modify, or reject a Schedule Recommendation; (d) Customer's use of the Service in a manner inconsistent with these Terms; or (e) any government, regulatory, or administrative investigation, audit, or subpoena (including, but not limited to, those initiated by the Equal Employment Opportunity Commission, the Department of Labor, or state equivalents) arising from or relating to Customer's use of the ShiftLogic scheduling engine or Customer's employment practices.

7. ShiftMarket Shift-Trading Marketplace

ShiftMarket enables Authorized Users to offer, request, and trade shifts subject to rules and approval workflows configured by Customer. Customer is solely responsible for configuring ShiftMarket rules (including any restrictions on shift trades) and for ensuring that shift trades processed through ShiftMarket comply with applicable labor laws, including overtime and scheduling regulations. ShiftWerx facilitates the marketplace but does not approve, reject, or enforce any particular shift trade.

8. Subscription, Fees, and Payment

8.1 Subscription Plans

Customer's access to the Service is governed by the subscription plan selected at the time of registration or as subsequently modified. ShiftWerx offers a flat-rate monthly subscription at the rate published on our website or as otherwise agreed in writing.

8.2 Billing and Auto-Renewal

Subscriptions are billed monthly in advance. Unless Customer cancels before the end of the current billing period, the subscription will automatically renew for successive monthly periods at the then-current rate. ShiftWerx reserves the right to increase the Fees annually, without prior notice to Customer, to account for inflation based on changes to the Consumer Price Index (CPI) for the United States as published by the U.S. Bureau of Labor Statistics. Any such CPI adjustment will be reflected on Customer's next invoice. For any price increases that exceed the annual CPI adjustment, ShiftWerx will provide at least thirty (30) days' written notice, which will take effect at the start of the next billing period following the notice period.

8.3 Payment

All fees are processed through our third-party payment processor (currently Stripe). Customer authorizes ShiftWerx to charge the payment method on file for all applicable fees. Fees are non-refundable except as expressly provided in these Terms or as required by applicable law.

8.4 Late Payment

If payment is not received within ten (10) days of the due date, ShiftWerx may suspend access to the Service upon five (5) days' written notice. Suspension does not relieve Customer of its obligation to pay outstanding fees.

8.5 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and other taxes, excluding taxes based on ShiftWerx's net income.

9. Free Trials and Demonstrations

ShiftWerx may offer free trial periods at its discretion. During any free trial, the Service is provided "AS IS" without warranty of any kind. If Customer does not cancel before the trial period expires, the subscription will automatically convert to a paid subscription at the rate disclosed at the time of registration, and the payment method on file will be charged. ShiftWerx will provide clear notice of the trial expiration date and the applicable conversion rate at the time of registration.

10. Customer Data and Intellectual Property

10.1 Ownership of Customer Data

As between ShiftWerx and Customer, Customer retains all rights, title, and interest in and to Customer Data. Customer grants ShiftWerx a non-exclusive, worldwide, royalty-free license to access, use, process, store, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service.

10.2 Aggregated and De-Identified Data

ShiftWerx may generate aggregated, anonymized, or de-identified data derived from Customer Data that does not identify Customer, any Authorized User, or any individual ("Aggregated Data"). ShiftWerx owns all Aggregated Data and may use it for any lawful purpose, including product improvement, benchmarking, and analytics.

10.3 ShiftWerx Intellectual Property

ShiftWerx and its licensors retain all rights, title, and interest in and to the Service, including all software, algorithms, designs, documentation, trademarks, and other intellectual property. Nothing in these Terms grants Customer any right, title, or interest in the Service except the limited license expressly granted in Section 3.

10.4 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Service ("Feedback"), ShiftWerx may freely use, incorporate, and commercialize such Feedback without obligation or compensation to Customer.

11. Data Security and Third-Party Infrastructure

11.1 Security Measures

ShiftWerx implements commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data in transit and at rest, access controls, and regular security assessments.

11.2 Third-Party Infrastructure Providers

The Service is hosted on and delivered through third-party cloud infrastructure providers, including but not limited to Vercel, Inc. ("Infrastructure Providers"). ShiftWerx selects Infrastructure Providers that maintain industry-standard security certifications and practices. However, ShiftWerx does not own, operate, or control the physical or virtual infrastructure of its Infrastructure Providers and is not responsible for security incidents, data breaches, service interruptions, data loss, or other failures that originate at or are caused by the Infrastructure Provider level, provided that ShiftWerx has exercised commercially reasonable diligence in selecting and monitoring its Infrastructure Providers.

11.3 Shared Responsibility Model

Data security is a shared responsibility. ShiftWerx is responsible for application-level security, including secure coding practices, access control logic, and API security. Infrastructure Providers are responsible for the security of the underlying hosting infrastructure. Customer is responsible for the security of its own Account credentials, access controls, and the accuracy and lawfulness of Customer Data provided to the Service. ShiftWerx is not liable for security incidents caused by Customer's failure to maintain adequate credential security or by Customer's misconfiguration of Account settings.

11.4 Third-Party Integrations

The Service may integrate with or provide interoperability with third-party applications, platforms, or services (such as point-of-sale systems, payroll providers, or communication tools) that are not owned or operated by ShiftWerx. ShiftWerx does not control, endorse, or assume any responsibility for such third-party services. Customer's use of any third-party integration is at Customer's own risk and subject to the third party's own terms of service and privacy policy. ShiftWerx shall have no liability for any loss, damage, or claim arising from or related to Customer's use of any third-party integration, including any data transmitted to or from such third-party services. Furthermore, if a third-party platform modifies its API, revokes access, or otherwise degrades or breaks the integration with the Service, ShiftWerx shall have no liability and is under no obligation to issue any refunds, credits, or concessions to Customer for the resulting loss of functionality.

11.5 Breach Notification

In the event ShiftWerx becomes aware of a confirmed security breach affecting Customer Data that originates within ShiftWerx's application-level systems, ShiftWerx will notify Customer without unreasonable delay and in compliance with applicable breach notification laws. ShiftWerx will cooperate with Customer in investigating and mitigating the effects of such breach. ShiftWerx's obligation to notify does not extend to breaches originating solely within Infrastructure Provider systems, although ShiftWerx will use commercially reasonable efforts to relay relevant notifications received from Infrastructure Providers.

12. Privacy and Electronic Communications

12.1 Privacy Policy

Customer Data that includes Personal Information will be collected, used, and disclosed in accordance with the ShiftWerx Privacy Policy, which is incorporated into these Terms by reference. Customer represents that it has a lawful basis to provide all Customer Data to ShiftWerx and that it has provided all required notices to, and obtained all necessary consents from, its employees and Authorized Users.

12.2 Consent to Electronic Communications

By using the Service, Customer and its Authorized Users consent to receive communications from ShiftWerx electronically, including by email, push notification, in-app messaging, or SMS (where expressly opted in). Customer agrees that all agreements, notices, disclosures, and other communications that ShiftWerx provides electronically satisfy any legal requirement that such communications be in writing. This consent applies to transactional communications (including Account confirmations, scheduling alerts, shift notifications, billing notices, and security warnings), service announcements, and updates to these Terms or the Privacy Policy.

13. Term and Termination

13.1 Term

These Terms are effective upon Customer's acceptance and continue for the duration of the subscription, including any renewal periods (the "Term").

13.2 Termination by Customer

Customer may cancel its subscription at any time through the Account settings or by written notice to support@shiftwerx.com. Cancellation takes effect at the end of the current billing period. No refund will be issued for the remaining portion of a billing period.

13.3 Termination by ShiftWerx

ShiftWerx may terminate or suspend Customer's access to the Service immediately upon written notice if: (a) Customer breaches any material provision of these Terms, including the Acceptable Use Policy; (b) Customer fails to cure a payment default within ten (10) days of notice; (c) Customer engages in activity that threatens the security or integrity of the Service; or (d) ShiftWerx is required to do so by law or regulation.

13.4 Suspension of Service

In addition to its termination rights, ShiftWerx may suspend Customer's or any Authorized User's access to the Service, in whole or in part, immediately and without prior notice, if ShiftWerx reasonably determines that: (a) such access poses a security risk to the Service or any third party; (b) such access may adversely affect the Service, ShiftWerx's systems, or other customers; (c) Customer or an Authorized User may be using the Service in violation of applicable law; or (d) suspension is necessary to comply with a legal obligation, court order, or governmental request. ShiftWerx will use commercially reasonable efforts to provide notice prior to or promptly following any suspension and to restore access as soon as the underlying issue is resolved. Suspension does not relieve Customer of its payment or other obligations under these Terms.

13.5 Effect of Termination

Upon termination, Customer's license to access and use the Service immediately terminates. ShiftWerx will make Customer Data available for export for a period of thirty (30) days following the effective date of termination, after which ShiftWerx may delete Customer Data in accordance with the Privacy Policy. Termination does not relieve either party of obligations accrued prior to the effective date of termination. Sections 4, 6, 10, 11, 14, 15, 16, 17, and 18 survive termination.

14. Disclaimers and Warranties

14.1 "As Is" Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SHIFTWERX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

14.2 No Employment Law Warranty

SHIFTWERX DOES NOT WARRANT THAT SCHEDULE RECOMMENDATIONS OR ANY OUTPUT OF THE SERVICE WILL COMPLY WITH ANY FEDERAL, STATE, OR LOCAL EMPLOYMENT, ANTI-DISCRIMINATION, WAGE-AND-HOUR, OR LABOR LAW. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING LEGAL COMPLIANCE OF ALL PUBLISHED SCHEDULES.

14.3 No Guarantee of Scheduling Outcomes

SHIFTWERX DOES NOT GUARANTEE ANY PARTICULAR STAFFING OUTCOME, LABOR COST REDUCTION, EMPLOYEE SATISFACTION RESULT, OR OPERATIONAL IMPROVEMENT FROM USE OF THE SERVICE.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHIFTWERX, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, EMPLOYEE CLAIMS, REGULATORY FINES OR PENALTIES, OR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE Service, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SHIFTWERX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Aggregate Liability Cap

SHIFTWERX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SHIFTWERX DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT.

15.3 Basis of the Bargain

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SHIFTWERX AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS.

15.4 Third-Party Infrastructure Limitation

WITHOUT LIMITING THE FOREGOING, SHIFTWERX SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, OR CLAIM ARISING FROM OR RELATED TO: (A) SERVICE INTERRUPTIONS, OUTAGES, OR PERFORMANCE DEGRADATION CAUSED BY INFRASTRUCTURE PROVIDERS; (B) DATA LOSS OR SECURITY BREACHES ORIGINATING AT THE INFRASTRUCTURE PROVIDER LEVEL; OR (C) CHANGES TO, DISCONTINUATION OF, OR FAILURES IN THIRD-PARTY SERVICES ON WHICH THE SERVICE DEPENDS, PROVIDED THAT SHIFTWERX HAS EXERCISED COMMERCIALLY REASONABLE DILIGENCE IN ITS SELECTION AND MONITORING OF SUCH PROVIDERS.

16. Force Majeure and Events Beyond Reasonable Control

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from events beyond the party's reasonable control, including but not limited to: acts of God; natural disasters; epidemics or pandemics; war, terrorism, or civil unrest; government actions, orders, or regulations; labor disputes or strikes (other than those involving the affected party's own employees); failure, interruption, or security breach of third-party service providers, cloud hosting platforms, or telecommunications networks; cyberattacks, including denial-of-service attacks, ransomware, or other malicious activities directed at the Service or its Infrastructure Providers; power outages; internet service interruptions; or any other cause beyond the reasonable control of the affected party ("Force Majeure Event"). The affected party will provide prompt notice of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

17. Dispute Resolution

17.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of at least thirty (30) days following written notice of the dispute.

17.2 Binding Arbitration

If the dispute is not resolved through informal negotiation, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in the Commonwealth of Virginia. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver

CUSTOMER AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

17.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

18. General Provisions

18.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles, except where preempted by applicable federal law.

18.2 Entire Agreement

These Terms, together with the Privacy Policy, the End-User License Agreement, and any applicable Order Form or written addendum, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

18.3 Amendments to These Terms

ShiftWerx reserves the right to update, modify, or replace these Terms at any time by posting the revised Terms on our website and updating the "Last Updated" date. Material changes will be communicated to Customer by email or through the Service at least thirty (30) days before they take effect. Customer's continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer's sole remedy is to cancel the subscription before the changes take effect.

18.4 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions continue in full force and effect.

18.5 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any provision or right under these Terms will not be deemed a waiver of any other provision or right.

18.6 Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without ShiftWerx's prior written consent. ShiftWerx may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without Customer's consent. Any attempted assignment in violation of this section is void.

18.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties.

18.8 Notices

All notices under these Terms must be in writing and will be deemed given when delivered by email to: (a) for ShiftWerx, legal@shiftwerx.com; and (b) for Customer, the email address associated with Customer's Account. It is Customer's responsibility to ensure that the email address associated with the Account is current and accurate.

18.9 Export Compliance

Customer will comply with all applicable export and import control laws and regulations in its use of the Service.

18.10 No Third-Party Beneficiaries

Except as provided in Section 18.11, these Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except that ShiftWerx's licensors and Infrastructure Providers are intended third-party beneficiaries of the disclaimers and limitations of liability set forth herein.

18.11 Notice Regarding Apple

To the extent Customer or its Authorized Users access the Service through a mobile application downloaded from the Apple App Store, the following terms apply. Customer acknowledges that these Terms are between Customer and ShiftWerx only, and not with Apple Inc. ("Apple"). Apple is not responsible for the Service or its content. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price (if any) for the mobile application to Customer; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims relating to the Service or Customer's possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Service or Customer's possession and use of the Service infringes a third party's intellectual property rights. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon Customer's acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as a third-party beneficiary thereof.

19. Contact Information

If you have questions about these Terms, please contact us at: