Last Updated / Effective Date: August 27, 2026
These Terms and Conditions (these “Terms”) are a binding legal agreement between Shift Agent LLC (“Shift Agent,” “we,” “us,” or “our”) and you, whether you access or use the Services (defined below) as a business or organization (a “Customer”) or as an individual end user authorized under a Customer’s account (a “User”). “You” and “your” refer to the Customer and/or User, as applicable. Whether you are a beta participant, a free-trial user, or a paid Customer or User, you agree to and are bound by these Terms.
PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A DISCLAIMER OF WARRANTIES (SECTION 13), A LIMITATION OF LIABILITY (SECTION 14), YOUR INDEMNIFICATION OBLIGATIONS (SECTION 15), AND A BINDING INDIVIDUAL ARBITRATION PROVISION AND CLASS-ACTION WAIVER (SECTION 16) AND A WAIVER OF THE RIGHT TO A JURY TRIAL (SECTION 17) THAT AFFECT YOUR LEGAL RIGHTS.
1.1 Agreement. By clicking “I agree”, by creating an account, or by otherwise accessing or using the Shift Agent website, applications, software, and services (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms and by any policies referenced herein, including our Privacy Policy. If you do not agree, you may not access or use the Services.
1.2 Authority to Bind. If you accept these Terms on behalf of a Customer or any other entity, you represent and warrant that you have the legal authority to bind that entity, and “you,” “Customer,” and “User” will include that entity and its authorized Users. The Customer is responsible for the acts and omissions of its Users and for ensuring its Users comply with these Terms.
1.3 Electronic Acceptance. You agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature and that these Terms satisfy any law requiring an agreement to be in writing.
1.4 Eligibility. You represent that you are at least the minimum working age in your jurisdiction, which in no case may be less than 13 years of age, and are not barred from using the Services under applicable law. If you are under 18, you may use the Services only as a User authorized by a Customer that is your employer or engaging entity, and that Customer is responsible for obtaining any parental, guardian, or other consent required by applicable law.
“Content” means any data, information, or materials entered into, generated by, transmitted through, or made available via the Services, including schedules, messages, emails, SMS or text messages, dates and times, contact information, and any files or communications.
“Customer Data” means Content that a Customer or its Users submit to the Services, excluding the Services themselves and any Shift Agent IP.
“Shift Agent IP” means the Services and all software, code, designs, user interfaces, templates, documentation, know-how, trademarks, and other technology and intellectual property (“IP”) comprising or used to provide the Services, together with all improvements, modifications, and derivative works thereof.
“Subscription” means a Customer’s paid or free-trial access to the Services as described in Section 7.
3.1 Description. Shift Agent provides cloud-based employee scheduling and workforce-communication tools that enable Customers and their authorized Users to create, view, manage, and communicate about work schedules and related information.
3.2 Limited License to Use. Subject to your continued compliance with these Terms and payment of all applicable fees, Shift Agent grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal business scheduling purposes during the term of your Subscription.
3.3 Modifications to the Services. Shift Agent may, at any time and in its sole discretion, modify, suspend, add to, or discontinue any part of the Services, temporarily or permanently, with or without notice. Shift Agent will not be liable to you or any third party for any such modification, suspension, or discontinuation.
3.4 Beta and Promotional Features. Shift Agent may offer beta, trial, or pre-release features that are provided “AS IS,” may be changed or withdrawn at any time, and are excluded from any service commitments or indemnities.
4.1 Accurate Information. You agree to provide accurate, current, and complete information when registering and to keep it updated. You attest that the number of employees or Users associated with the account is accurate to the best of your knowledge and that each individual User represents one person.
4.2 No Account Sharing. Sharing of an account, login, or username is prohibited and may result in suspension, termination, or deactivation of the account. You are responsible for maintaining the confidentiality of account credentials and for all activity under your account.
4.3 Unauthorized Use. You agree to notify Shift Agent promptly of any unauthorized access to or use of your account. Shift Agent is not liable for any loss arising from unauthorized use of your account.
5.1 Responsibility for Content. You are solely responsible for your Content and for your conduct on the Services. Shift Agent does not endorse, and is not responsible for, any Content submitted to or distributed through the Services, and any opinions, recommendations, or advice expressed in Content are those of the user who provided it and not of Shift Agent. You understand that you may be exposed to Content that is inaccurate or objectionable, and Shift Agent expressly disclaims all liability in connection with Content.
5.2 Prohibited Content and Conduct. You agree not to use the Services to post, transmit, or facilitate any of the following, and you agree to comply with these Content Guidelines:
5.3 Other Restrictions. You may not reproduce, copy, exploit, sell, resell, duplicate, reverse engineer, decompile, or create derivative works from any portion of the Services or your access to the Services without Shift Agent’s express written permission, except to the limited extent such restriction is prohibited by applicable law. You may not use the Services in any manner that violates applicable law or infringes the rights of any third party.
5.4 Enforcement. Shift Agent may remove any Content and may suspend or terminate access without prior notice if Shift Agent determines, in its sole discretion, that you have violated these Terms. Shift Agent has no obligation to monitor Content but reserves the right to do so.
6.1 Ownership of Customer Data. As between the parties, the Customer retains all right, title, and interest in and to its Customer Data, subject to the licenses granted in these Terms.
6.2 License to Shift Agent. You grant Shift Agent a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and use Customer Data as necessary to provide, maintain, and secure the Services and to comply with applicable law. Shift Agent will use Customer Data to develop or improve the Services only in de-identified or aggregated form as described in Section 6.3.
6.3 Aggregated and De-Identified Data. Shift Agent may collect, use, and retain aggregated and de-identified data derived from use of the Services (which does not identify you or any individual) for any lawful business purpose, including analytics, benchmarking, and improving the Services.
6.4 Your Compliance Responsibilities. You represent and warrant that you have all rights, consents, and permissions necessary to submit Customer Data to the Services and to authorize its processing, including any consents required from your personnel for the collection and transmission of their information through the Services.
6.5 Privacy Policy. Your use of the Services is also governed by our Privacy Policy, which is incorporated by reference.
6A.1 SMS Notifications. The Services may use SMS/text messages to deliver scheduling and account notifications to Users. All text messages sent through the Services are transactional and service-related; Shift Agent does not send marketing or promotional text messages through the Services. Where required by law, Shift Agent sends such messages on an opt-in basis, and message and data rates may apply. You may opt out of recurring text messages at any time by replying “STOP” to any message or by adjusting your notification settings in the Services; opting out may limit certain scheduling-notification functionality.
6A.2 No Sharing of Mobile Opt-In Data. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. Text-messaging originator opt-in data and consent will not be shared with any third party, except with vendors and service providers who require the information solely to operate the messaging functionality on Shift Agent’s behalf (and who may not use it for their own purposes), as required by law or legal process, or with your consent.
7.1 Fees. For each transaction or billing period, the Customer agrees to pay Shift Agent the applicable service fees. Unless otherwise stated, all fees are quoted and payable in U.S. Dollars, and additional charges may apply. Payment is due at the time the applicable transaction or invoice is submitted.
7.2 Billing Cycle. The Services are billable month-to-month. The account holder agrees to pay Shift Agent for each month of Service at the time of invoice.
7.3 Payment Processor. Shift Agent uses, and you agree to use, a third-party payment processor, currently Stripe, Inc. (“Stripe”), for payment services, including credit-card processing, merchant settlement, and related service fees. By using the Services, you agree to be bound by Stripe’s Terms of Service (https://stripe.com/legal) and Stripe’s Privacy Policy (https://stripe.com/privacy). You authorize Shift Agent and Stripe to share the information and payment instructions you provide to the extent required to complete payment transactions, including personal, financial, credit-card, and transaction information.
7.4 Authorization to Charge. By providing your payment information to Shift Agent or Stripe, you authorize Stripe to immediately invoice and charge you for all fees and charges due to Shift Agent, without additional notice or consent. You agree to immediately notify Shift Agent and Stripe of any change to your payment information.
7.5 Payment Information; Representation. All payment information you provide must be accurate, current, and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE OR CHARGE.
7.6 Returned Payments. If a payment you submit results in Shift Agent being charged non-sufficient-fund fees, chargeback fees, or other similar fees, you agree to reimburse Shift Agent for all such fees.
7.7 Changes to Fees. Shift Agent reserves the right to change or discontinue, temporarily or permanently, some or all of the fees for the Services (including lowering fees for promotional events). Shift Agent will provide at least thirty (30) days’ advance notice of any fee increase by posting through the Services or by email, and any such increase will take effect at the start of your next monthly billing cycle following the notice. Fee decreases and promotional changes may take effect immediately. If you do not agree to a fee increase, you may cancel your Subscription as provided in Section 8 before the increase takes effect.
7.8 Free Trials. Shift Agent may offer a free-trial period in its discretion, and no prior notice is required to indicate when a free-trial period ends. Shift Agent may modify or discontinue free trials at any time.
7.9 Shift Agent Credit. The Services may use “Shift Agent Credit” to facilitate transactions. SHIFT AGENT CREDIT IS PROMOTIONAL ONLY, SPECIFIC TO THE SERVICES, AND USABLE SOLELY IN CONNECTION WITH YOUR USE OF THE SERVICES. Shift Agent Credit may be awarded only through Shift Agent promotions and may be revoked or expired for any customer at any time without prior notice. Upon termination of your account for any reason, your Shift Agent Credit is automatically cancelled. Shift Agent Credit cannot be redeemed or sold for cash, passed down by inheritance, or otherwise assigned. You shall indemnify, defend, and hold harmless Shift Agent from any claim of any kind arising in connection with your use or receipt of Shift Agent Credit.
7.10 Taxes. You are responsible for all applicable taxes relating to your payments and credits received, and you will indemnify and hold harmless Shift Agent and Stripe from any and all taxes, including sales tax, based on payments made or received by you in connection with the Services. Any taxes imposed on payments are your sole responsibility. If Shift Agent is legally required to report such information, you will provide official receipts from the appropriate taxing authority or other evidence that you have paid all applicable taxes.
8.1 Term. These Terms apply from your first acceptance or use of the Services and continue until your Subscription is terminated or your account is closed in accordance with this Section 8.
8.2 Customer Cancellation. A Customer may cancel its Subscription at any time. There are no direct cancellation fees. Cancellation is accomplished by an authorized user of the account managing the Subscription at the user’s own discretion. Cancellation stops future billing but does not entitle you to any refund or credit of fees already incurred for the then-current or any prior month.
8.3 Suspension and Termination by Shift Agent. Shift Agent may suspend, disable, limit, or terminate your account or access to the Services, in whole or in part, at any time and without notice, including if Shift Agent determines (in its sole discretion) that you have violated these Terms, that your payment is overdue or cannot be processed, that your use poses a security, legal, or reputational risk, or for any other reason. Shift Agent may also terminate or suspend the Services for convenience. Where Shift Agent terminates or suspends the Services for convenience (and not based on your breach, non-payment, or a security, legal, or reputational risk), Shift Agent will use commercially reasonable efforts to provide advance notice by email or in-product notice.
8.4 No Pro-Ration; Non-Refundable Fees. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-REFUNDABLE, AND SHIFT AGENT RESERVES THE RIGHT NOT TO PRO-RATE FEES FOR SERVICES RENDERED FOR ANY AMOUNT UNDER ANY CIRCUMSTANCE. No refund, credit, or pro-rated amount is due upon cancellation by you or upon suspension or termination by Shift Agent, provided that, where Shift Agent terminates for convenience, Shift Agent may, in its sole discretion, refund prepaid fees for the unused portion of the then-current month. Termination does not relieve you of the obligation to pay any fees accrued or payable prior to the effective date of termination.
8.5 Effect of Termination. Upon termination, your right to access the Services immediately ceases. Shift Agent may delete or deactivate your account and Customer Data after termination in accordance with its data-retention practices and applicable law. You are responsible for exporting any Customer Data you wish to retain before termination becomes effective. Except where termination is for your breach of these Terms or as otherwise prohibited by applicable law or legal process, Shift Agent will make Customer Data available for export by the Customer in a commercially reasonable format for at least thirty (30) days following the effective date of termination, after which Shift Agent may delete it.
8.6 Survival. Sections 5 - 6 (as to accrued rights), 7 (as to amounts owed), 8.4 - 8.6, 9 - 18, and 20 survive any expiration or termination of these Terms.
9.1 Shift Agent Ownership. Shift Agent and its licensors own all right, title, and interest in and to the Shift Agent IP, including all intellectual-property rights therein. Except for the limited license expressly granted in Section 3.2, no right, title, or interest in or to the Shift Agent IP is granted to you, and Shift Agent reserves all rights not expressly granted.
9.2 Restrictions. You will not (and will not permit any third party to) copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, or create derivative works from, the Services or Shift Agent IP, except to the extent such restriction is prohibited by applicable law.
9.3 Customer Data. As between the parties, Customer Data is owned by the Customer as set forth in Section 6, and nothing in this Section 9 limits Customer’s ownership of Customer Data or Shift Agent’s licenses to it.
9.4 Feedback. If you provide Shift Agent with any suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”), you hereby assign to Shift Agent all right, title, and interest in such Feedback, and Shift Agent may use Feedback for any purpose without restriction, attribution, or compensation to you.
9.5 Trademarks. “Shift Agent,” the Shift Agent logo, and other Shift Agent names and marks are trademarks of Shift Agent. You may not use them without Shift Agent’s prior written consent.
10.1 Respect for Intellectual Property. Shift Agent respects the intellectual property rights of others and does not permit copyright-infringing activities or infringement of intellectual property rights on the Services. Shift Agent will remove Content if properly notified that such Content infringes another’s intellectual property rights and reserves the right to remove Content without prior notice.
10.2 Notice of Infringement. If you believe Content on the Services infringes your copyright, send a written notice to Shift Agent’s Designated Agent that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the owner.
10.3 Designated Agent. Notices should be sent to: Shift Agent LLC, Attn: DMCA Designated Agent, 2137 Minute Court, Stone Mountain, GA 30087, support@shiftagent.com.
10.4 Counter-Notice. If your Content was removed and you believe it was removed in error, you may submit a counter notice containing the information required under 17 U.S.C. § 512(g).
10.5 Repeat Infringers. Shift Agent will, in appropriate circumstances and in its sole discretion, terminate the accounts of Users or Customers who are repeat infringers.
11.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Shift Agent’s Confidential Information includes the Shift Agent IP, non-public features, pricing, security practices, and the terms of any non-standard agreement. Customer Data is the Customer’s Confidential Information.
11.2 Obligations. The Recipient will (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information of like kind (and no less than reasonable care); and (c) not disclose it to any third party except to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as these.
11.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was rightfully known to the Recipient without confidentiality obligation, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser’s Confidential Information.
11.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided that (where legally permitted) it gives reasonable prior notice to the Discloser and reasonable cooperation, at the Discloser’s expense, to seek protective treatment.
11.5 Return or Destruction. Upon the Discloser’s request or termination of these Terms, the Recipient will return or destroy the Discloser’s Confidential Information, except for copies retained in routine backups or as required by law.
11.6 Injunctive Relief. The Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and the Discloser is entitled to seek injunctive or other equitable relief without the requirement of posting a bond.
12.1 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties, and neither party has authority to bind the other or to incur obligations on the other’s behalf.
12.2 No Employment of Users. Shift Agent is a software provider only. Shift Agent is not the employer, joint employer, co-employer, or staffing agency of any Customer, User, or any of a Customer’s personnel, and does not direct, supervise, schedule, hire, discipline, or pay any Customer personnel. The Services are a tool that Customers and their authorized Users operate; all scheduling decisions and outputs are determined and controlled by the Customer and its Users, not by Shift Agent.
12.3 Customer Compliance Responsibility. The Customer is solely responsible for compliance with all laws applicable to its workforce and its use of the Services, including all wage-and-hour, overtime, meal-and-rest-break, recordkeeping, worker-classification, equal-employment, leave, and predictive-scheduling/fair-workweek laws. Shift Agent does not provide legal, tax, HR, or compliance advice, and the Services and any scheduling output do not constitute, and are not a substitute for, such advice or a guarantee of legal compliance. The Customer will indemnify Shift Agent for claims arising from the Customer’s employment practices and labor-law obligations as provided in Section 15.
13.1 Your use of the Services is at your own risk. THE SERVICES, INCLUDING ALL CONTENT AND ANY OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFT AGENT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.2 SHIFT AGENT DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS WILL BE CORRECTED.
13.3 SHIFT AGENT MAKES NO WARRANTY THAT ANY SCHEDULE, OUTPUT, OR USE OF THE SERVICES WILL COMPLY WITH ANY LABOR, EMPLOYMENT, OR SCHEDULING LAW, AND IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES (INCLUDING THE PAYMENT PROCESSOR) OR FOR ANY CONTENT OR CONDUCT OF THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
14.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFT AGENT AND ITS OWNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, GOODWILL, USE, REVENUE, OR DATA OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO: (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (v) THE DISTRIBUTION OF CONTACT INFORMATION CONTAINED WITHIN OR VISIBLE THROUGH THE SERVICES; (vi) ANY VIOLATION OF THE CONTENT GUIDELINES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES.
14.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SHIFT AGENT ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO SHIFT AGENT FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
14.3 ALLOCATION OF RISK; ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION 14 REFLECT AN AGREED ALLOCATION OF RISK, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
15.1 Your Indemnification. You will defend, indemnify, and hold harmless Shift Agent and its owners, affiliates, officers, directors, employees, agents, and licensors (the “Shift Agent Parties”) from and against any and all third-party claims, demands, suits, or proceedings, and all related losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your access to or use of the Services; (b) your Content or Customer Data; (c) your violation of these Terms or any applicable law or third-party right; (d) your employment, labor, scheduling, or workforce practices, including any claim that Shift Agent is an employer, joint employer, or co-employer of your personnel; (e) any dispute between you and a User or any of your personnel; or (f) your use or receipt of Shift Agent Credit or any tax obligation as described in Section 7. For clarity, the indemnification obligations in this Section 15, and the fee, payment, and tax obligations in Section 7, are obligations of the Customer. An individual User who accesses the Services solely under a Customer’s account, and who is not itself a Customer, is not personally responsible for those obligations, except to the extent a claim arises out of that User’s own violation of these Terms, misuse of the Services, or infringement of a third party’s rights.
15.2 Procedure. Shift Agent will provide you with notice of the claim (provided that failure to give prompt notice will not relieve you of your obligations except to the extent prejudiced). Shift Agent may participate in the defense with counsel of its choosing at its own expense, and you will not settle any claim in a manner that imposes any liability or obligation on, or requires any admission by, any Shift Agent Party without its prior written consent.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SHIFT AGENT ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
16.1 Agreement to Arbitrate. You and Shift Agent agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) will be resolved by binding individual arbitration, rather than in court, except as provided in Section 16.5. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
16.2 Delegation. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable.
16.3 Rules and Forum. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable), as modified by these Terms. The arbitration will be conducted in DeKalb County, Georgia or, at your election, by telephone, video, or written submissions, unless the arbitrator determines a hearing is necessary. The arbitrator’s award may be entered in any court of competent jurisdiction.
16.4 Class-Action and Jury Waiver. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of class or representative proceeding. YOU AND SHIFT AGENT WAIVE ANY RIGHT TO A JURY TRIAL. If this class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and may proceed in court, while all other claims proceed in arbitration.
16.5 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights or breach of confidentiality.
16.6 Costs. Payment of arbitration fees will be governed by the applicable AAA rules, except that Shift Agent will pay or reimburse filing and arbitration fees only to the extent required by those rules or applicable law.
16.7 Confidentiality of Arbitration. The existence and content of any arbitration proceeding, including any award, will be kept confidential by the parties except as necessary to enforce or challenge an award, as required by law, or in connection with a legal or regulatory proceeding.
16.8 Time to File. To the extent permitted by law, any Dispute must be filed within one (1) year after the claim arose; otherwise, it is permanently barred.
TO THE EXTENT ANY DISPUTE IS PERMITTED TO PROCEED IN COURT NOTWITHSTANDING SECTION 16, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
18.1 Governing Law. These Terms and any Dispute are governed by the laws of the State of Georgia without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act.
18.2 Venue. Subject to Section 16, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in DeKalb County, Georgia for any matter not subject to arbitration.
19.1 Updates. Shift Agent reserves the right to update or change these Terms at any time. Any updates or new features that change or enhance the Services are subject to these Terms. Shift Agent will post the most current version through the Services, and material changes may be communicated by email or in-product notice.
19.2 Acceptance of Changes. Your continued access to or use of the Services after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Services and may cancel as provided in Section 8.
20.1 Entire Agreement. These Terms, together with the Privacy Policy and any order or plan you accept, constitute the entire agreement between you and Shift Agent regarding the Services and supersede all prior or contemporaneous agreements, including the prior Terms of Use.
20.2 Assignment. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Shift Agent’s prior written consent, and any attempted assignment in violation of this Section is void. Shift Agent may freely assign or transfer these Terms, including in connection with a merger, acquisition, sale of assets, change of control, or by operation of law.
20.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
20.4 No Waiver. The failure of Shift Agent to exercise or enforce any provision of these Terms does not constitute a waiver of that or any other provision. Any waiver must be in writing and signed by Shift Agent.
20.5 Force Majeure. Shift Agent will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental actions, and cyber-attacks.
20.6 Notices. Shift Agent may provide notices to you by email, through the Services, or by posting. You will send legal notices to Shift Agent LLC at 2137 Minute Court, Stone Mountain, GA 30087 and support@shiftagent.com.
20.7 Relationship and Third Parties. These Terms do not create any third-party beneficiary rights, except that the Shift Agent Parties are intended beneficiaries of Sections 13–17.
20.8 Headings; Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
20.9 Contact. Questions regarding these Terms may be directed to Shift Agent LLC at support@shiftagent.com.
BY CLICKING “I AGREE” OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THESE TERMS AND CONDITIONS.
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