Terms of Service

1. Agreement and eligibility

These Terms of Service (the “Terms”) form a binding agreement between Shiftaro, LLC (“Shiftaro,” “we,” “us,” or “our”) and the person or organization accessing or using the Services (“you” or “Customer”).

You accept these Terms when you create an account, click to accept them, sign or accept an order form, begin a trial, purchase a subscription, or otherwise access or use the Services.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization. In that case, “you” and “Customer” refer to the organization.

You must be at least 18 years old and legally able to enter into a contract. The Services are intended for business and workplace use, not personal, family, or household use.

If an order form, data processing addendum, business associate agreement, or other written agreement signed by Shiftaro conflicts with these Terms, the signed agreement controls for the conflicting subject matter.

2. Definitions

Authorized User means an owner, administrator, manager, employee, contractor, or other individual permitted by a Customer to access the Services.

Customer Data means data, content, records, files, communications, and personal information submitted to, stored in, or generated through a Customer account.

Documentation means Shiftaro’s then-current user guides, help materials, and published technical instructions.

Order means an online checkout, order form, subscription selection, statement of work, or other purchasing document accepted by Shiftaro.

Services means Shiftaro’s websites, software, mobile and web applications, tools, features, documentation, support, and related services.

3. Accounts and authority

Customers must provide accurate account, billing, and contact information and keep it current. Account credentials may not be shared except through functionality expressly designed for shared or service accounts.

Customers are responsible for selecting appropriate access levels and permissions, promptly removing access when no longer authorized, protecting credentials, and reviewing account activity.

You must notify Shiftaro promptly at security@shiftaro.com if you suspect unauthorized access, credential compromise, or misuse of an account.

Shiftaro may rely on instructions and actions taken by the Customer’s designated owners and administrators. The Customer is responsible for resolving internal disputes about account ownership, administrator authority, and access.

4. Services and changes

Subject to these Terms and payment of applicable fees, Shiftaro grants the Customer a limited, nonexclusive, nontransferable, revocable right during the subscription term to access and use the Services for the Customer’s internal business operations.

Features, interfaces, workflows, and technical requirements may change over time. Shiftaro may add, modify, replace, or discontinue features to improve the Services, address security or legal requirements, or reflect product development. We will use reasonable efforts to provide advance notice of material changes that substantially reduce core paid functionality during a current subscription term.

5. Beta and preview features

Shiftaro may offer beta, preview, pilot, early-access, evaluation, experimental, or limited-availability features (“Beta Features”). Beta Features may be incomplete, contain errors, operate differently from generally available features, or be subject to additional terms and usage limits.

Beta Features are provided for evaluation and testing. Unless Shiftaro expressly agrees otherwise in writing, they are provided without service-level commitments, support commitments, warranties, or guarantees of continued availability. Shiftaro may modify, suspend, or discontinue any Beta Feature at any time, including before it becomes generally available.

The Customer must not rely on Beta Features for payroll submission, wage payment, legal or regulatory compliance, emergency operations, life-safety decisions, or other critical business processes. The Customer is responsible for reviewing and independently verifying all Beta Feature outputs before acting on them.

6. Customer responsibilities

The Customer is responsible for:

• its Authorized Users and all activity under its account;
• the accuracy, quality, legality, and appropriateness of Customer Data;
• obtaining required notices, permissions, and consents from workers and other individuals;
• configuring schedules, policies, access levels, permissions, locations, teams, pay settings, and integrations;
• maintaining appropriate administrative, technical, and physical safeguards within its control;
• reviewing outputs, alerts, calculations, exports, recommendations, and automated actions before relying on them;
• complying with applicable employment, labor, payroll, tax, privacy, accessibility, recordkeeping, workplace-safety, and industry-specific laws.

The Customer must not use the Services in a way that violates a collective bargaining agreement, employment contract, workplace policy, or applicable law.

7. Authorized Users

Customers may invite Authorized Users within applicable plan limits. Authorized Users may have different permissions based on Customer configuration.

The Customer is responsible for ensuring that each Authorized User receives applicable workplace notices and agrees to any Customer policies governing use of the Services.

Employment relationships, access rights, and disputes between a Customer and its Authorized Users are matters between those parties. Shiftaro does not become an employer, joint employer, staffing agency, payroll provider, or representative of either party merely by providing the Services.

8. Acceptable use

You may not, and may not permit anyone to:

• use the Services unlawfully, fraudulently, deceptively, or to infringe another person’s rights;
• upload malware, malicious code, unlawful content, or content you do not have the right to use;
• attempt to gain unauthorized access to accounts, systems, networks, or data;
• interfere with, overload, probe, scan, or disrupt the Services or their security;
• reverse engineer, decompile, disassemble, copy, or attempt to discover source code except where such restriction is prohibited by law;
• scrape, harvest, or extract data at scale except through authorized features or documented interfaces;
• resell, sublicense, rent, lease, or provide the Services as a service bureau unless Shiftaro agrees in writing;
• remove proprietary notices or misrepresent the source or ownership of the Services;
• use the Services to make unlawful discriminatory decisions or to retaliate against workers;
• access or use the Services to monitor or evaluate their availability, performance, functionality, features, user experience, workflows, business logic, or design for benchmarking, competitive analysis, or development of a competing product or service;
• use, disclose, reproduce, or provide to a competitor any nonpublic information, observations, screenshots, recordings, documentation, outputs, or other materials obtained through access to the Services for the purpose of copying, replicating, training, improving, validating, benchmarking, or developing a product or service that competes with Shiftaro.

Shiftaro may investigate suspected violations and take reasonable protective action.

9. Workforce and employment use

The Services may surface schedule conflicts, overtime risk, rest-period concerns, coverage gaps, attendance exceptions, approval context, staffing patterns, or other operational information. These features support decision-making but do not replace human review or legal advice.

The Customer remains solely responsible for hiring, discipline, termination, scheduling, staffing levels, compensation, accommodations, leave determinations, employee classification, labor relations, and other employment decisions.

Shiftaro does not guarantee that any schedule, policy, alert, rule, or recommendation complies with every law, ordinance, collective bargaining agreement, or Customer-specific requirement. Laws may vary by jurisdiction and change over time.

10. No emergency or life-safety use

The Services are not designed or certified as an emergency communication system, emergency dispatch system, medical alert system, public-safety system, or life-safety system. Shiftaro does not replace 911, emergency services, clinical communication systems, alarm systems, or other dedicated emergency-response tools.

Customers must not rely on Shiftaro to communicate or respond to medical emergencies, workplace violence, fires, hazardous conditions, patient-care emergencies, or other situations where delayed, failed, or inaccurate communication could cause death, personal injury, or significant property damage.

The Customer is responsible for maintaining appropriate emergency procedures, communication channels, staffing protocols, and backup systems.

11. Timekeeping, payroll, and compliance

Shiftaro may provide time-clock, break, timesheet, labor-cost, compensation, overtime, payroll-export, geofence, attendance, and compliance-support features.

Unless expressly agreed in a separate written agreement, Shiftaro does not calculate or file payroll taxes, remit wages, determine worker classification, provide legal or tax advice, or act as the Customer’s payroll provider.

The Customer is responsible for validating pay rates, overtime settings, rounding rules, breaks, premiums, differentials, deductions, timesheet approvals, payroll exports, tax treatment, and wage payments. Estimated labor costs and compliance indicators may be incomplete or inaccurate if Customer Data or settings are incomplete or incorrect.

Geolocation and timekeeping features must be used in accordance with applicable notice, consent, surveillance, biometric, wage-and-hour, and labor laws.

12. Customer Data and uploaded content

Customer ownership

As between Shiftaro and the Customer, the Customer retains all right, title, and interest, including intellectual property rights, in Customer Data. Except for the limited rights needed to operate the Services, these Terms do not transfer ownership of Customer Data to Shiftaro.

Limited license to operate the Services

The Customer grants Shiftaro, its affiliates, service providers, contractors, successors, and permitted assigns a worldwide, non-exclusive, royalty-free license to host, copy, store, reproduce, process, transmit, display, format, adapt, modify, and otherwise use Customer Data only as reasonably necessary to:

• provide, maintain, configure, secure, and support the Services;
• enable Customer-directed sharing and collaboration among Authorized Users according to account settings and permissions;
• prevent, investigate, or address technical, fraud, abuse, privacy, or security issues;
• investigate suspected violations of these Terms and respond to support requests or complaints;
• comply with applicable law, valid subpoenas, court orders, governmental requests, or other lawful process;
• carry out the Customer’s written instructions; and
• operate, analyze, and improve the Services as permitted by these Terms and the Privacy Policy.

This license may be sublicensed only to affiliates, service providers, and contractors that assist Shiftaro in performing these purposes. It continues only for as long as reasonably necessary to provide the Services and to satisfy applicable backup, security, retention, dispute-resolution, and legal obligations.

Customer responsibility for content

The Customer and its Authorized Users are responsible for Customer Data they upload, submit, create, communicate, or make available through the Services. The Customer represents that it has all rights, permissions, consents, and lawful bases necessary for Shiftaro to process Customer Data and for Authorized Users to access or share it as configured by the Customer.

Customer Data must not violate law, infringe intellectual property, privacy, publicity, or other rights, or contain malicious, fraudulent, or prohibited material. Shiftaro may restrict access to or remove content when reasonably necessary to protect the Services, comply with law, respond to a valid complaint, or enforce these Terms.

Aggregated and de-identified information

Shiftaro may generate and use aggregated or de-identified information that does not reasonably identify the Customer or any individual to operate, analyze, secure, and improve the Services.

13. Privacy and security

Shiftaro’s Privacy Policy explains how we handle personal information. When Shiftaro processes personal information on behalf of a Customer, additional data-protection terms may apply.

Shiftaro uses reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Data. No system is completely secure, and Shiftaro does not guarantee that unauthorized access, loss, or misuse will never occur.

The Customer is responsible for security within its environment, devices, credentials, integrations, user permissions, and exports.

14. Restricted health and regulated data

Unless Shiftaro has expressly authorized the applicable use in writing and the parties have entered into any required agreement, the Customer must not submit, store, or process through the Services protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”) or similar health-privacy laws.

Shiftaro does not represent that the Services are configured for HIPAA-regulated use merely because a Customer operates in healthcare, home health, senior care, or another regulated industry. A Customer may use Shiftaro for ordinary workforce operations in those industries only if it avoids entering protected health information or other prohibited regulated data into the Services.

The Customer must also avoid submitting highly sensitive personal data that is not reasonably necessary for the enabled workforce functions, including full payment-card numbers, bank-account credentials, Social Security numbers, government identification numbers, medical records, clinical notes, patient information, or biometric identifiers, unless Shiftaro expressly supports that data type and applicable written terms permit it.

If Shiftaro later makes HIPAA-capable services generally available, regulated health information may be used only for approved features and only after the Customer and Shiftaro execute a Business Associate Agreement and satisfy any related implementation requirements.

15. Third-party services

The Services may connect with payroll systems, identity providers, communication tools, analytics services, payment processors, or other third-party products selected by the Customer.

Third-party services are governed by their own terms and privacy practices. Shiftaro is not responsible for third-party products, their availability, their processing of data, or changes they make.

The Customer authorizes Shiftaro to exchange Customer Data with enabled integrations as necessary to provide the requested functionality. The Customer is responsible for reviewing permissions and disabling integrations that are no longer needed.

16. AI and automated features

Shiftaro may offer features that use automation, machine learning, or artificial intelligence to summarize information, suggest schedules, identify risks, draft content, prioritize work, or support decisions.

AI-generated or automated outputs may be incomplete, inaccurate, or inappropriate for a particular situation. They are not legal, employment, tax, payroll, medical, or safety advice. The Customer must review outputs before relying on them or using them to make decisions affecting individuals.

Shiftaro will describe material AI functionality and data use in applicable product notices or documentation.

17. Fees, billing, and taxes

Fees, included usage, billing intervals, plan limits, and payment terms are stated in the applicable Order. Except where required by law or expressly stated otherwise, fees are nonrefundable and payment obligations are noncancelable for the committed term.

You authorize Shiftaro and its payment processor to charge the payment method on file for subscription fees, usage charges, add-ons, taxes, and other amounts due.

You must keep billing information current. Past-due amounts may accrue lawful collection costs and may result in restricted access, suspension, or termination after any applicable notice or grace period.

Fees do not include taxes unless stated otherwise. The Customer is responsible for applicable sales, use, value-added, withholding, or similar taxes, excluding taxes based on Shiftaro’s net income. If a valid exemption applies, the Customer must provide appropriate documentation.

Shiftaro may change prices for a future renewal term by providing reasonable advance notice.

18. Trials and promotions

Trials, pilots, discounts, credits, and promotional offers may have additional eligibility, duration, and usage restrictions. Unless the offer states otherwise, a trial may end automatically at the stated time.

If a trial requires a payment method and is disclosed as converting to a paid subscription, the subscription will begin and the payment method will be charged according to the checkout terms unless canceled before conversion.

Shiftaro may modify or end a trial or promotional offer if it is abused, used fraudulently, or inconsistent with its stated purpose.

19. Renewal, cancellation, and plan changes

Unless an Order states otherwise, paid subscriptions automatically renew for successive periods equal to the initial subscription period until canceled in accordance with the applicable cancellation process.

The Customer may cancel renewal through available account settings or by contacting Shiftaro before the renewal date. Cancellation stops future renewal but does not ordinarily provide a refund or credit for the current term.

Plan upgrades may take effect immediately and may result in prorated charges. Downgrades generally take effect at the next renewal and may reduce features, usage limits, storage, locations, or active-user allowances.

If usage exceeds plan limits, Shiftaro may require an upgrade, charge applicable overage or add-on fees disclosed to the Customer, restrict the creation of additional resources, or work with the Customer to reduce usage.

20. Suspension and termination

Either party may terminate an Order for material breach if the breach is not cured within 30 days after written notice, except that Shiftaro may act sooner where necessary to address security risks, unlawful conduct, nonpayment, or harm to the Services or others.

Shiftaro may suspend or restrict access if we reasonably believe there is a security incident, violation of these Terms, fraudulent or unlawful activity, risk to the Services or other customers, or overdue payment.

When reasonably practicable, Shiftaro will provide notice and an opportunity to cure before suspension. Emergency action may occur without advance notice.

Upon termination, the Customer’s right to use the Services ends. Provisions that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, disclaimers, liability limits, indemnification, and general legal terms.

21. Data export and deletion

During an active subscription, Customers may use available export features subject to permissions and technical limits.

After expiration or termination, Shiftaro may provide a limited period of read-only or export access when available and consistent with the applicable plan or Order. The Customer should export needed data before access ends.

Shiftaro may delete Customer Data after the applicable retention period, subject to legal obligations, backup cycles, security requirements, and written agreements. Deleted information may remain temporarily in backups or logs until routinely overwritten.

22. Shiftaro intellectual property

Shiftaro, its affiliates, and its licensors retain all right, title, and interest in and to the Services and all related technology and materials, including the software, APIs, source and object code, databases, architecture, documentation, reports, templates, content, text, graphics, videos, demonstrations, designs, overall appearance, interfaces, workflows, features, business logic, trademarks, service marks, logos, and all modifications, updates, and derivative works of the foregoing. Customer Data is excluded from Shiftaro’s ownership under this section.

Subject to these Terms and the applicable subscription or Order, Shiftaro grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Services for the Customer’s internal business operations.

No rights are granted by implication, estoppel, or otherwise. Except as expressly permitted by these Terms or applicable law, you may not copy, reproduce, republish, download, modify, translate, adapt, distribute, sell, lease, sublicense, publicly display, publicly perform, transmit, create derivative works from, or otherwise exploit any part of the Services.

You may not remove, alter, obscure, or conceal any copyright, trademark, service mark, attribution, or other proprietary-rights notice appearing in or with the Services. “Shiftaro,” the Shiftaro logo, and related names and marks may not be used without Shiftaro’s prior written permission. Third-party names and marks remain the property of their respective owners.

You may not use the Services, Documentation, APIs, interfaces, workflows, designs, features, business logic, outputs, or other nonpublic Shiftaro materials to build, train, improve, validate, benchmark, or assist in developing a competing product or service.

23. Feedback

If you provide ideas, suggestions, enhancement requests, or other feedback about Shiftaro, you grant Shiftaro a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or obligation, provided we do not publicly identify you as the source without permission.

24. Confidentiality

Each party may receive nonpublic information that is identified as confidential or that reasonably should be understood to be confidential. The receiving party will use reasonable care to protect it and will use it only to perform or exercise rights under the agreement.

Confidential information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from a third party, or is independently developed without use of the other party’s confidential information.

A party may disclose confidential information when required by law, subpoena, or court order, and will provide notice when legally permitted.

25. Availability and support

Shiftaro aims to provide reliable Services but does not guarantee uninterrupted or error-free operation unless a separate service-level agreement applies.

Maintenance, upgrades, internet conditions, third-party outages, emergencies, security events, and circumstances beyond reasonable control may affect availability.

Support scope, channels, response targets, and hours may vary by plan. Shiftaro may use status notices, in-product messages, or email to communicate incidents and maintenance.

26. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SHIFTARO DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND RESULTS.

SHIFTARO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR COMPLIANT WITH EVERY LAW APPLICABLE TO THE CUSTOMER. SHIFTARO DOES NOT WARRANT THE ACCURACY OF SCHEDULES, ALERTS, PAYROLL EXPORTS, LABOR-COST ESTIMATES, AI OUTPUTS, COMPLIANCE INDICATORS, OR THIRD-PARTY INTEGRATIONS.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.

27. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO SHIFTARO FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY.

The limitations in this section do not apply to the Customer’s payment obligations, either party’s infringement or misappropriation of the other party’s intellectual property, a party’s fraud or willful misconduct, indemnification obligations, or liability that cannot lawfully be limited.

These limitations apply regardless of the legal theory and are an essential basis of the agreement.

28. Indemnification

The Customer will defend, indemnify, and hold harmless Shiftaro, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from or related to:

• Customer Data;
• the Customer’s or its Authorized Users’ unlawful or unauthorized use of the Services;
• the Customer’s employment, payroll, staffing, scheduling, timekeeping, privacy, or workplace decisions;
• the Customer’s violation of these Terms, applicable law, or another person’s rights.

Shiftaro will provide reasonable notice of a covered claim and cooperation at the Customer’s expense. The Customer may control the defense, but may not settle a claim in a way that admits wrongdoing by Shiftaro, imposes obligations on Shiftaro, or fails to fully release Shiftaro without written consent.

29. Export controls and sanctions

The Services may be subject to United States export-control, trade-control, and economic-sanctions laws. The Customer and each Authorized User must comply with all applicable laws governing access to, use of, export of, re-export of, transfer of, or provision of the Services and related technology.

The Customer represents that it and its Authorized Users are not prohibited or restricted parties and are not located in, ordinarily resident in, or controlled from a jurisdiction where use of the Services is prohibited by applicable United States law. The Customer must not use the Services for any prohibited end use or permit access in violation of applicable sanctions or export restrictions.

Shiftaro may suspend or terminate access when reasonably necessary to comply with trade restrictions, sanctions, government orders, or applicable law.

30. Governing law and courts

These Terms and any dispute arising from or relating to them or the Services are governed by the laws of the State of Washington, without regard to conflict-of-law rules.

You and Shiftaro consent to the personal jurisdiction of the state and federal courts located in Washington State for disputes arising from or relating to these Terms or the Services. Neither party is required by these Terms to submit disputes to binding arbitration.

Before filing a lawsuit, the parties will first attempt in good faith for at least 30 days to resolve the dispute through written notice and business discussions, unless immediate injunctive or equitable relief is reasonably necessary.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

31. Changes to these Terms

Shiftaro may update these Terms from time to time. We will post the updated Terms and revise the “Last updated” date.

If a change materially affects Customer rights or obligations, we will provide reasonable notice through the Services, by email, or through another appropriate channel. Unless stated otherwise, material changes apply at the next renewal or 30 days after notice, whichever is later. Changes required for legal, security, or abuse-prevention reasons may take effect sooner.

Continued use after the effective date of updated Terms constitutes acceptance. If the Customer does not agree, it must stop using the Services and cancel before the changes take effect.

32. General terms

Notices

Shiftaro may provide notices through the Services, account notifications, or email to the Customer’s designated contact. Legal notices to Shiftaro must be sent to privacy@shiftaro.com and are effective when received.

Electronic communications

You agree to conduct transactions electronically and to receive agreements, notices, disclosures, and records in electronic form, subject to applicable law.

Assignment

The Customer may not assign these Terms or an Order without Shiftaro’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee agrees to the agreement and is not a direct competitor of Shiftaro. Shiftaro may assign the agreement in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.

No third-party beneficiaries

These Terms do not create rights for third parties except as expressly stated.

Waiver and severability

A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue.

Entire agreement

These Terms, applicable Orders, and incorporated policies form the entire agreement concerning the Services and supersede prior or contemporaneous discussions and agreements on that subject.

Order of precedence

If documents conflict, the order of precedence is: a signed negotiated agreement or addendum; an Order; these Terms; then Documentation, unless the document expressly states otherwise.