These 7shifts Terms of Service (these “Terms of Service”) apply to businesses’ access to and use of the 7shifts SaaS Services. These Terms of Service, together with the 7shifts API Terms of Service (located at https://www.7shifts.com/api-terms), and the order or online registration and subscription selection form referencing these Terms of Service (the “Order Form”) (collectively, the “Agreement”), form a binding legal agreement between the corporate entity you represent in agreeing to the Agreement (“Customer”) and (i) 7shifts Inc. if Customer is located in Canada; or (ii) 7shifts (US) Corp if Customer is located in the United States (together, “7shifts”, “us”, “we” or “our”). Any terms not defined in these Terms of Service have the definition assigned to them in the Order Form.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” “SIGN UP FOR FREE,” (OR OTHER SIMILAR LANGUAGE) OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE 7SHIFTS SAAS SERVICES, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO CUSTOMER’S USE OF AND ACCESS TO THE 7SHIFTS SAAS SERVICES, IS BOUND BY, THE AGREEMENT, INCLUDING 7SHIFTS’ PRIVACY POLICY https://www.7shifts.com/privacy-policy/ AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 16(p). If Customer is not eligible, or does not agree to the Terms, then Customer does not have our permission to access or use the 7shifts SaaS Services. CUSTOMER’S USE OF THE 7SHIFTS SAAS SERVICES, AND 7SHIFTS’ PROVISION OF THE 7 SHIFTS SAAS SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY 7SHIFTS AND BY CUSTOMER TO BE BOUND BY THE AGREEMENT.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, Customer agrees that disputes arising under the Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THE AGREEMENT, CUSTOMER AND 7SHIFTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Capitalized terms used but not defined in these Terms of Service have the meanings set forth elsewhere in the Agreement.
“7shifts SaaS Services” means the services through which 7shifts hosts and makes available the 7shifts solution for employee scheduling, communications, and management to the extent set forth on the applicable Order Form. The term “7shifts SaaS Services” includes, to the extent set forth on the applicable Order Form, the 7shifts Software and Support Services.
“7shifts Software” means 7shifts’ mobile application products made available under the names 7shifts, 7punches, and 7tasks, and any updates provided as part of the 7shifts SaaS Services.
“Customer Data” means any data, information, content, records, and files that Customer or any of its Organizational Users load, transmit to or enter into the 7shifts SaaS Services, including Personal Data. “Customer Data” includes any data, information, content, records, or files that 7shifts is provided access to through an integration with a third party authorized by Organizational Users.
“Employment Information” means Customer Data that is employment related data, information, content, records and files including employee roles, employment status, employment duration, POS proficiency, time & attendance, any data used to compute employee engagement scores, and other information specified by 7shifts in the 7shifts SaaS Services from time to time that is loaded, entered into, transmitted to, or made available to the 7shifts SaaS Services.
“Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations, and “Modify” has a corresponding meaning.
“Organizational Users” mean Customer personnel that Customer wishes to have access to and use of the 7shifts SaaS Services.
“Parties” refer to 7shifts and Customer and “Party” refers to each of 7shifts and Customer.
“Personal Data” means information about an identifiable individual.
“Website” means any websites used by 7shifts to provide the 7shifts SaaS Services, including the websites located at www.7shifts.com and app.7shifts.com.
General. The Agreement sets forth the terms and conditions under which 7shifts makes available the 7shifts SaaS Services. These Terms of Service do not, absent the execution of an Order Form, create any business relationship or impose any obligation on 7shifts to provide any license, access, product, or service.
Provisioning of the 7shifts SaaS Services. Subject to Customer’s compliance with the terms and conditions of the Agreement, 7shifts will make the 7shifts SaaS Services available to Customer on the terms and conditions set out in the Agreement during the Term (defined below). Customer is responsible for identifying and authenticating all Organizational Users, for ensuring only Organizational Users access and use the 7shifts SaaS Services, and for Organizational Users’ compliance with the Agreement.
License to the 7shifts Software. Subject to Customer’s and its Organizational Users’ compliance with the terms and conditions of the Agreement, 7shifts grants to Customer a non-exclusive, non-transferable, and limited license to install, operate and use the 7shifts Software in accordance with the Agreement during the Term. Customer’s use of the 7shifts Software will be subject to any limitations described in the Agreement, in the documentation accompanying the 7shifts Software, or as otherwise agreed in writing by the Parties.
Limits. 7shifts reserves the right to impose reasonable limits on bandwidth and SMS usage as part of the 7shifts SaaS Services. 7shifts will determine these limits based on usage volumes for normal use of the 7shifts SaaS Services for their intended purposes. If Customer exceeds such limits, 7shifts may charge Customer reasonable additional fees, suspend access to the 7shifts SaaS Services, and throttle Customer’s and Organizational Users’ account until bandwidth consumption is reduced to the reasonable limits.
Restrictions of Use. Customer is responsible for the compliance by all Organizational Users with the Agreement, any guidelines and policies published by 7shifts from time to time, and the activities of all Organizational Users on the 7shifts SaaS Services. Without limiting the generality of any of the foregoing, Customer will not itself, and will not permit others to:
reproduce, publicly display, publicly perform, create derivative works of, make modifications to, sublicense, sell, rent, lend, lease, or distribute the 7shifts SaaS Services or any intellectual property rights therein or otherwise make the 7shifts SaaS Services available to others;
use the 7shifts SaaS Services to permit timesharing, service bureau use or commercially exploit the 7shifts SaaS Services;
use or access the 7shifts SaaS Services (A) in violation of any applicable law or intellectual property right, (B) in a manner that threatens the security or functionality of the 7shifts SaaS Services, or for any purpose or (C) in any manner not expressly permitted in the Agreement;
use the 7shifts SaaS Services to create, collect, transmit, store, use or process any Customer Data that:
contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
Customer does not have the lawful right to create, collect, transmit, store, use, or process;
violates any applicable laws, or infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity);
is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive to another’s privacy, hateful, racially, or ethnically objectionable, encourages criminal behaviour, gives rise to civil liability, or is otherwise objectionable;
contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam”, “chain letters,” “pyramid schemes,” or any other form of solicitation;
contains any falsehoods, misrepresentations, creates an impression that Customer knows is incorrect, or any material that could damage or harm minors in any way;
modify the 7shifts SaaS Services;
reverse engineer, de-compile, or disassemble the 7shifts SaaS Services;
remove or obscure any proprietary notices or labels on the 7shifts SaaS Services, including brand, copyright, trademark, and patent or patent pending notices;
access or use any 7shifts SaaS Services for the purpose of building a similar or competitive product or service;
perform any vulnerability, penetration, or similar testing of the 7shifts SaaS Services; or
collect or store Personal Data about any individual not subject to the Agreement or 7shifts Terms of Use.
Suspension of Access; Scheduled Downtime; Modifications. 7shifts may from time to time and in its discretion and without notice, without limiting any of its other rights or remedies at law or in equity, under the Agreement:
suspend Customer’s or Organizational Users’ access to or use of the 7shifts SaaS Services:
for scheduled maintenance;
due to a Force Majeure (as defined in Section 16(j))
if 7shifts believes in good faith that Customer or any Organizational User has violated any provision of the Agreement;
to prevent interference with the availability of the 7shifts SaaS Services;
to address any emergency security concerns; or
if required to do so by a regulatory body or as a result of a change in applicable law.
7shifts reserves the right to make any Modifications or discontinue all or any portion of the 7shifts SaaS Services at any time (including by limiting or discontinuing certain features of the 7shifts SaaS Service), temporarily or permanently, without notice to Customer. 7shifts will have no liability for any change to the 7shifts SaaS Services, including any paid-for functionalities of the 7shifts SaaS Services, or any suspension or termination of Customer’s access to or use of the 7shifts SaaS Services.
Subcontracting. 7shifts may engage third parties to provide the 7shifts SaaS Services.
Except as expressly set forth in the Agreement, nothing in the Agreement assigns or grants to 7shifts or any third party any right, title or interest including any intellectual property rights in or to Customer Data. Customer grants to 7shifts a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit Customer Data during the Term to: (i) provide the 7shifts SaaS Services, including sharing Customer Data with its third-party sub-contractors in connection with such third-party subcontractors providing the 7shifts SaaS Services or other services to 7shifts; (ii) improve and enhance the 7shifts SaaS Services and for other 7shifts offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or Customer (such data, information and materials, the “Aggregated Data”). 7shifts and/or its third party service providers may use Aggregated Data for any purpose and without restriction or obligation to Customer or any third party.
7shifts may facilitate and Organizational Users may create and maintain individual accounts to use the 7shifts SaaS Services apart from Customer User Accounts (defined below) (each an“Individual Account”). Customer hereby grants 7shifts a nonexclusive, worldwide, royalty-free, sublicensable (to Organizational Users), irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit Customer Data that constitutes Employment Information to maintain such Individual Accounts.
7shifts or its licensors retain all ownership and intellectual property rights in and to: (i) the 7shifts SaaS Services; (ii) anything developed or delivered by or on behalf of 7shifts under the Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
All rights not expressly granted by 7shifts to Customer under the Agreement are reserved.
Subject to the terms and conditions of the Agreement, each Party hereby grants to the other Party a non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable, and revocable license to use and display its trademarks, service marks, tradenames, or logos, in accordance with such Party’s branding guidelines, in the other Party’s advertising, marketing, and promotional materials solely to identify the other Party as a client or vendor.
7shifts may use any suggestions, comments or other feedback relating to any aspect of the Websites, 7shifts SaaS Services, or the 7shifts Software (“Feedback”), in or to improve the Website, the 7shifts SaaS Services or in any other 7shifts products or services (collectively, “7shifts Offerings”). Accordingly, Customer agrees that:
7shifts is not subject to any confidentiality obligations in respect to Feedback;
Feedback is not confidential or proprietary information of Customer or any third party and Customer has all of the necessary rights to disclose the Feedback to 7shifts;
7shifts (including all of its successors and assigns and any successors and assigns of any of the 7shifts Offerings) may freely use, reproduce, publicize, license, distribute, sublicense, and otherwise commercialize Feedback in any 7shifts Offerings; and
Customer is not entitled to receive any compensation or reimbursement of any kind from 7shifts or any of the other users of the Website or 7shifts SaaS Services in respect of the Feedback.
Customer understands that Personal Data, including the Personal Data of Organizational Users, will be treated in accordance with 7shifts’ privacy policy located at https://www.7shifts.com/privacy-policy. If Customer Data will include any personal data of individuals located in the European Economic Area or the United Kingdom, Customer is responsible for notifying 7shifts and Customer hereby agrees to 7shifts Data Processing Agreement (located at https://www.7shifts.com/dpa).
Accounts. Upon Customer’s request, 7shifts will issue one or more accounts (each, a“Customer User Account”) to Customer for use by one or more Organizational Users and designate one or more Customer User Accounts as administrator accounts that provides Customer with the capability to administer, maintain, and manage certain features of the 7shifts SaaS Services (such account, an “Administrator Account”). Customer must provide 7shifts with the identity of the individual who will act as the administrator of the Customer User Account. Customer will ensure that Organizational Users only use the 7shifts SaaS Services through a Customer User Account. Customer will not allow any Organizational Users to share a Customer User Account with any other person.
Authentication. Customer is responsible for identifying and authenticating all Organizational Users and for Organizational Users’ use of the 7shifts SaaS Services in compliance with the Agreement.
Unauthorized Use. Customer will promptly notify 7shifts of any actual or suspected unauthorized use of the 7shifts SaaS Services. 7shifts reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that such Customer User Account may have been used for an unauthorized purpose. Customer will ensure that all individual users of the 7shifts SaaS Services, including Organizational Users, are contractually bound to 7shifts’ end user Terms of Use.
User Content Generally. Certain features of the 7shifts SaaS Services may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the 7shifts SaaS Services, including messages, reviews, photos, video, or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, “User Content”may hold in the User Content that Customer Posts to the 7shifts SaaS Services, subject to the licenses granted in these Terms of Service.
Limited License Grant to 7shifts. By Posting User Content to or via the 7shifts SaaS Services, Customer hereby grants 7shifts a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms of Service, and distribute User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed.
Customer Must Have Rights to the Content Customer Posts; User Content Representations and Warranties. Customer must not Post User Content if Customer is not the owner of or not fully authorized to grant rights in all of the elements of that User Content. 7shifts disclaims any and all liability in connection with User Content. Customer is solely responsible for User Content and the consequences of providing User Content via the 7shifts SaaS Services. By providing User Content via the 7shifts SaaS Services, Customer affirm, represent, and warrant to us that:
Customer is the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize 7shifts and users of the 7shifts SaaS Services to use and distribute User Content as necessary to exercise the licenses granted by Customer in this Section, in the manner contemplated by 7shifts, the 7shifts SaaS Services, and these Terms of Service;
User Content, and the Posting or other use of User Content as contemplated by these Terms of Service, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; or (iii) cause 7shifts to violate any law or regulation or require 7shifts to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and
User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
User Content Disclaimer. We are under no obligation to edit or control User Content that Customer or other users Post and will not be in any way responsible or liable for User Content. 7shifts may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms of Service, is alleged to violate the rights of third parties, or is otherwise objectionable. If notified by a user or content owner that User Content allegedly does not conform to these Terms of Service, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, 7shifts does not permit infringing activities on the 7shifts SaaS Services.
Monitoring Content. 7shifts reserves the right to, and may from time to time, monitor any and all information transmitted or received through the 7shifts SaaS Services for operational and other purposes. If at any time 7shifts chooses to monitor the content, then 7shifts still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. 7shifts may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the 7shifts SaaS Services without any liability to the user who Posted such User Content to the 7shifts SaaS Services or to any other users of the 7shifts SaaS Services.
Customer will generally have access to 7shifts’ technical support services (“Support Services”) from 9:00 AM CT to 5:00 PM CT on Monday – Saturday through the Website at https://support.7shifts.com. 7shifts reserves the right to modify the availability of Support Services from time-to-time in the regular course of business.
General Updates to 7shifts Software. 7shifts may, in its sole discretion, include the provision of updates, upgrades, bug fixes, patches, and other error corrections as 7shifts makes generally available to other licensees of the 7shifts Software (collectively, the “Updates”). All Updates will be deemed to be “7shifts Software” and subject to the terms and conditions of the Agreement. Customer is required to accept all Updates made by or on behalf of 7shifts to the 7shifts Software. If Customer does not wish to install the Updates, it should not license the 7shifts Software. 7shifts may require that Customer accept and install Updates to the 7shifts Software as a condition to the licenses granted in the Agreement. Except for any automatic Updates provided by 7shifts pursuant to Section 9(c) below, 7shifts will provide Customer with prior notice of such Updates. Upon such notice, Customer will, through its Administrator Accounts, install such Updates promptly following receipt of such Update from 7shifts.
Automatic Updates to 7shifts Software. The 7shifts Software may automatically communicate with 7shifts’ servers or the 7shifts SaaS Services to permit the 7shifts Software to perform in accordance with its specifications, to record and collect Customer Data and to receive Updates. The Updates may be automatically installed without providing any additional notice or receiving any additional consent. Customer consents to these automatic Updates.
Third-Party Material. The 7shifts Software may provide links or access to third-party content, websites, services, or systems. 7shifts does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under the control of 7shifts, and if Customer chooses to access any such content, websites, services, or systems Customer does so entirely at its own risk. Customer acknowledges that it may be required by to accept terms and conditions applicable to third-party content, websites, services, or systems, that such terms may supersede the terms in the Agreement with respect to the use of such third-party content, websites, services or systems, and Customer agrees to accept and comply with any such terms and conditions.
Fees. Customer will pay to 7shifts the applicable fees described in the applicable Order Form (the“Fees”) during the Term in accordance with the payment terms set out herein and in the applicable Order Form.
Change to Fees. 7shifts reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior notice to Customer. Such notice may be provided at any time by posting the changes to www.7shifts.com or through the 7shifts SaaS Services. Without limiting the foregoing, 7shifts may increase the Fees annually, without notice, for inflation based on changes to the CPI Index as compared to CPI Index for immediately preceding calendar year. The term “CPI Index” means the Consumer Price Index for the United States as published in the U.S. Bureau of Labor Statistics’ CPI Inflation Calculator or a similar replacement price index should that Inflation Calculator be discontinued in its present form.
Invoicing. All Fees are due and payable in advance. 7shifts will prepare and send to Customer, at the then-current contact information on file with 7shifts, an invoice for any Fees that are due. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts in advance on either a monthly or annual basis and Fees are non-refundable. For greater certainty, if Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the Website, and 7shifts will invoice or charge Customer on a recurring basis.
Disputed Invoices or Charges. If Customer believes 7shifts has charged or invoiced Customer incorrectly, Customer must contact 7shifts no later than 45 days after having been charged by 7shifts or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.
Late Payment. Customer may not withhold or setoff any amounts due under the Agreement. 7shifts reserves the right to suspend Customer’s access to the 7shifts SaaS Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of 1.5% compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees, and similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement other than taxes based on the net income or profits of 7shifts. If 7shifts has the legal obligation to pay or collect taxes for which Customer is responsible, 7shifts will invoice Customer and Customer will pay that amount unless Customer provide 7shifts with a valid tax exemption certificate authorized by the appropriate taxing authority.
Suspension. Any suspension of the 7shifts SaaS Services by 7shifts pursuant to the terms of the Agreement will not excuse Customer from its obligation to make payments under the Agreement.
Third-party Marketplaces. Customer agrees and acknowledges that in the event Customer pays for 7shifts SaaS Services through third-party marketplaces (e.g., Clover or ADP), (i) Customer shall also be subject to the terms and conditions set forth by those parties; (ii) 7shifts will not provide refunds or credits in any circumstances; and (iii) Customer is solely responsible for managing its payments to 7shifts through the third-party marketplace and 7shifts will not be liable for Customer’s use of those marketplaces or the enforcement of such third parties’ policies.
Disbursing Tips. If digital tip disbursement is selected as a feature in the 7shifts SaaS Services, the 7shifts SaaS Services may permit Customer to elect to digitally disburse tips to Organizational Users at the end of Organizational Users’ shifts (“Digital Tip Reimbursement”). Distribution of tips via Digital Tip Reimbursement may be calculated through use of our tip pooling system (described at https://www.7shifts.com/tip-pooling) if the Customer’s plan enables the system and chooses to activate it. Alternatively, Customer may elect to calculate tip disbursement amounts manually and enter those amounts into the 7shifts SaaS Services. Digital Tip Reimbursement is currently only available in the United States.
Authorization. If Customer has elected to use Digital Tip Reimbursement, Customer authorizes 7shifts and its authorized third party service providers to hold, manage, allocate, and disburse all applicable sums as instructed by Customer to each Organizational User that signs up through the 7shifts SaaS Service.
Account Information. If Customer has elected to use Digital Tip Reimbursement, Customer can link or unlink a U.S. bank account or U.S. debit card to Customer’s 7shifts account. Before linking such bank account, Customer should review and understand the consumer protection rights and remedies available for different payment sources under the Electronic Fund Transfer Act (EFTA) and Fair Credit Billing Act (FCBA).
Refunds. If Customer disburses a tip amount via Digital Tip Reimbursement that is later refunded or invalidated for any reason, Customer is responsible for the full amount of the refunded or validated tip amount disbursed to any Organizational User plus any fees (including any applicable chargeback fee or dispute fees). Whenever a transaction is refunded or otherwise reversed via Digital Tip Reimbursement, 7shifts will refund or reverse the transaction from Customer’s or Organizational User’s account.
Delinquent Accounts. If Customer has elected to use Digital Tip Reimbursement, 7shifts may suspend or terminate access to the 7shifts SaaS Services, including fee-based portions of the 7shifts SaaS Services, for any account for which any amount is due but unpaid. In addition to the amount due for the 7shifts SaaS Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. 7shifts may use Customer’s current payment method on file to recover any delinquent charges along with any additional charges incurred to recover such amounts owed to 7shifts.
Payroll Processing Services. If payroll processing is selected as a feature in the 7shifts SaaS Services, Customer hereby authorizes 7shifts to provide Customer and Organizational Users with payroll processing services set out in an Order Form (“Payroll Processing Services”).
Customer Obligations: Customer hereby agrees to:
provide information as reasonably requested by 7shifts in relation to its provision of Payroll Processing Services, including without limitation, all information required by 7shifts and its service providers and bank to facilitate payroll payments to taxing authorities and documents relating to prior payroll payments. Customer shall ensure all information provided to 7shifts is accurate, timely and complete. For the purposes of these Terms of Service, such information provided by Customer shall be considered Customer Data (as defined above);
authorize 7shifts and its authorized third party service providers and bank to use Customer Data, including Employment Information, and any other data required for Payroll Processing Services;
immediately provide to 7shifts the revised Customer Data in the event of any changes or updates. Customer hereby waives and releases any claim against 7shifts and shall be liable for any complaints from Organizational Users arising out of or relating to any errors or omissions in the Customer Data, including without limitation, payroll information which Customer has not corrected or has not requested 7shifts to correct in an appropriate and timely manner;
provide all information to 7shifts and its service providers to satisfy due diligence obligations as required by applicable laws, in accordance with 7shifts’, applicable service provider’s or bank’s policies and procedures;
cooperate with 7shifts in investigating any fraudulent or illegal transactions;
remit any federal, state, and local liabilities incurred prior to enrolling in the Payroll Processing Services and to submit any payroll returns to tax agencies that were due for payroll tax liabilities incurred before using the Payroll Processing Services.
Suspension of Payroll Processing Services: Customer agrees and acknowledges that 7shifts may, in its sole discretion, suspend or terminate provision of Payroll Processing Services when doing so would reasonably be expected to mitigate an actual or suspected security breach or threat, or in the event 7shifts or its service providers determine that the provision of Payroll Processing Services would violate applicable laws or create undue risk for 7shifts or its service providers.
Errors in Customer Data: Customer agrees and acknowledges 7shifts and its service providers rely on information furnished by Customer to perform the Payroll Processing Services. 7shifts is not responsible or liable for any errors or inaccuracies in information furnished by Customer (including its employees and/or independent contractors) and/or Organizational Users, or Customer’s failure to maintain original documents as legally required.
Expedited Payroll: Customer hereby agrees and acknowledges that in the event 7shifts or its service providers determine that Customer or any payroll transaction is a potential credit risk, 7shifts may (i) withdraw the offering of expedited payroll services; (ii) require Customer to transmit funds via wire transfer or other methods; (iii) require Customer to provide current bank statements; (iv) require Customer to provide additional payment(s) to be held in escrow; and/or (v) require Customer to undertake any other action reasonably determined by 7shifts to mitigate such credit risk.
Availability of Funds:
Customer hereby agrees to maintain in the Bank Account (as defined below) immediately available funds sufficient to cover all disbursements, fees, payroll taxes or any other amounts due (collectively, the “Amounts Due”) under these Terms.
Customer agrees and acknowledges that 7shifts or its service provider shall not be liable for any claims directly or indirectly arising from a failure to pay Amounts Due to the applicable parties resulting from Customer’s failure to make sufficient funds available to 7shifts via the Bank Account. If there are not sufficient funds in the Bank Account, 7shifts or its service provider may (i) require Customer to pay all outstanding disbursements to employees and independent contractors directly; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case Customer shall be solely responsible for the payroll tax liability; (iii) pay some or all of the Amounts Due as requested, then take all appropriate actions as are necessary to recoup the funds from Customer, including via third-party collection agency or legal action; (iv) repeat the debit attempt up to two additional times; (v) require current and/or future payments to be remitted through an alternative payment method; and/or (vi) refuse to perform further Payroll Processing Services. In the event that 7shift incurs any financial obligations or liabilities resulting from Customer’s failure to make sufficient funds available to 7shifts, including any legal or collection fees incurred in the course of collecting Amounts Due from Customer, Customer hereby agrees to reimburse 7shifts for all such amounts.
Disclaimer; Representations and Warranties; Consents:
Customer acknowledges and agrees that (1) in performing the Payroll Processing Services, 7shifts is not in a fiduciary capacity for the Customer; (2) using the Payroll Processing Services does not relieve Customer of its obligations under federal, state, provincial or local laws or regulations; (3) Customer should not construe any information provided directly or indirectly by 7shifts through provision of Payroll Processing Services to be legal, tax, or accounting advice; and (4) the Payroll Processing Services may not include all functions necessary for Customer’s operations or for Customer to meet all federal, state, provincial and local payroll reporting obligations applicable to the Customer.
Customer represents and warrants that it has provided all notices and obtained all consents necessary to provide 7shift with the information and permissions required to provide the Payroll Processing Services, including information from Customer’s employees and/or independent contractors. Customer acknowledges and understands that in providing the Payroll Processing Services, 7shifts acts as an intermediary between Customer and its employees and/or independent contractors specifically and solely with respect to the delivery of payroll funds owed.
Although 7shifts or its service provider may be authorized by Customer to act as Customer’s reporting agent with applicable tax authorities, Customer acknowledges and agrees that such authorization does not relieve Customer of its responsibility to (or from liability for failing to) ensure that all tax returns, tax deposits and payments are filed and made on a timely basis.
Customer represents and warrants the following: (1) it does not currently conduct business with any individual or entity that is subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other government-maintained sanctions lists, or businesses or individuals in comprehensively sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic of Ukraine; (2) no payroll information submitted by Customer will result in entries that would violate the sanctions program of any U.S. or Canadian government agency or any other applicable laws, rules, or regulations.
Customer represents and warrants that it will comply with all applicable laws and provide 7shifts with documentation demonstrating its compliance upon request.
Customer hereby agrees and acknowledges that 7shifts may charge certain pass-through fees and expenses from time to time with an effective date of no less than fifteen (15) days after such updates are posted on our website located at https://www.7shifts.com/pass-through-fees.
Customer authorizes 7shifts and its authorized third parties to initiate debit or credit entries to Customer’s bank account (“Bank Account”) at the depository financial institution Customer provides to 7shifts and its service providers (the“Bank”) and Customer agrees to provide 7shifts, its service providers and/or the Bank, as applicable, with any additional authorizations or information such party may require in relation to the provision of 7shifts SaaS Services. These authorizations will remain in full force and effect until Customer provides 7shifts with written notice of termination of any such authorizations in such time and such manner as to afford 7shifts, its service providers and the Bank a reasonable opportunity to act upon such notice. Customer acknowledges that the failure to provide these authorizations or the termination of the authorizations for any reason may result in 7shifts’ immediate termination of your access to the impacted 7shifts SaaS Services. Customer authorizes 7shifts and its authorized third party service providers to use Customer Data, including Employment Information, and any other data required for the Services.
To the extent Customer provides its employees’ or contractors’ bank account information to 7shifts or its authorized service providers, Customer hereby represents and warrants that it has obtained consents and authorizations from such individual as required by law to allow 7shifts or its service provider to credit and, as legally necessary to correct an error or overpayment, debit funds from those employees’ or contractors’ accounts. Customer hereby agrees to provide proof of such consent to 7shifts upon request.
Customer hereby agrees that 7shifts shall not be responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.
Amounts Due will be held for Customer’s benefit in accounts at financial institutions until such time as those payments are due to Customer’s employees and/or independent contractors (and in the case of Payroll Processing Services, the appropriate taxing agencies), and no interest will be paid to Customers on these amounts. Customer acknowledges that 7shifts and/or its service providers, as applicable, are acting only as Customer’s authorized ‘Third-Party Sender’ (as defined in the NACHA Rules) with respect to funds held in such bank account, and that 7shifts and its service providers have no access to or control over such funds.
7shifts SaaS Services will enable Customer to enter, approve, and submit Customer information for creation, formatting, and transmission of entries in accordance with the NACHA Rules and Article 4A of the Uniform Commercial Code as amended from time to time (“UCC”). 7shifts or its service providers may, upon notice to Customer, reject information or entries that do not comply with the requirements in these Terms, NACHA Rules, or the UCC.
Customer acknowledges it is the Originator (as defined in the NACHA Rules) of each entry or transaction, and assumes the responsibilities and liabilities of an Originator under the NACHA Rules. Customer further acknowledges that under the NACHA Rules and the UCC, 7shifts or its service provider (as applicable) as a Third-Party Sender (as defined in the NACHA Rules), are required to make certain warranties on behalf of the Originator with respect to each entry or transaction. Customer agrees to indemnify 7shifts and its service providers against any claims which results, directly or indirectly, from a breach of such a warranty made by 7shifts or its service providers on Customer’s behalf, unless such breach results solely from 7shifts or its service provider’s (as applicable) own gross negligence or intentional misconduct.
Definitions. For the purposes of the Agreement, a Party receiving Confidential Information (as defined below) will be the“Recipient”, the Party disclosing such information will be the “Discloser.” “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into the Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Data: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under the Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than the Agreement, and to such other Recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
Exceptions to Confidentiality. Notwithstanding Section 12(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of 7shifts as Recipient, to potential assignees, acquirers or successors of 7shifts if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of 7shifts.
Customer Warranty. Customer represents and warrants to, and covenants with 7shifts that, Customer Data will only contain Personal Data in respect of which Customer has provided all notices and disclosures (including to each Organizational User), obtained all applicable third-party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable 7shifts to provide the 7shifts SaaS Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Data, including by or to 7shifts and to or from all applicable third parties.
No Advice. As part of the 7shifts SaaS Services, 7shifts may offer notifications to Organizational Users related to compliance with labour laws (for example, calculations of overtime, violating split shift). This tool is for information purposes and does not constitute legal or professional advice. Customer expressly agrees that Customer is solely liable for compliance with all applicable labour laws and regulations.
GENERAL DISCLAIMER. 7SHIFTS DOES NOT WARRANT THAT THE 7SHIFTS SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE 7SHIFTS SAAS SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, THE 7SHIFTS SAAS SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY 7SHIFTS TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE 7SHIFTS SAAS SERVICES OR 7SHIFTS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE 7SHIFTS SAAS SERVICES WILL CREATE ANY WARRANTY REGARDING 7SHIFTS OR THE 7SHIFTS SAAS SERVICES THAT IS NOT EXPRESSLY STATED IN THE AGREEMENT. 7SHIFTS IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE 7SHIFTS SAAS SERVICES AND CUSTOMER DEALING WITH ANY OTHER USER OF ANY 7SHIFTS SAAS SERVICES. CUSTOMER USES ANY PORTION OF THE SERVICE AT CUSTOMER’S OWN DISCRETION AND RISK AND 7SHIFTS IS NOT RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S PROPERTY (INCLUDING CUSTOMER’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE 7SHIFTS SAAS SERVICE) OR ANY LOSS OF DATA. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD-PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, 7SHIFTS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, 7SHIFTS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE 7SHIFTS SAAS SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
Indemnity. Customer will defend, indemnify and hold harmless 7shifts, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party (including Organizational Users) claims (including damages, recoveries, deficiencies, interest, penalties, and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations, warranties or covenants under the Agreement; (iii) use of the 7shifts SaaS Services (or any part thereof) by Customer or any Organizational User in combination with any third-party software, application or service; or (iv) use of the 7shifts SaaS Services in relation to compliance with applicable labour laws. Customer will fully cooperate with 7shifts in the defense of any claim defended by Customer pursuant to its indemnification obligations under the Agreement and will not settle any such claim without the prior written consent of 7shifts.
The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF 7SHIFTS IN CONNECTION WITH OR UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE 7SHIFTS SERVICES IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL 7SHIFTS’ THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT.
TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL 7SHIFTS BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (i) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (ii) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (iii) BUSINESS INTERRUPTION; (iv) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (v) PERSONAL INJURY OR DEATH; OR (vi) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THE AGREEMENT. THIS ALLOCATION 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 OF THESE TERMS OF SERVICE. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Term. Unless terminated earlier in accordance with the Agreement, the Agreement is effective as of the effective date specified in the Order Form and will remain in effect for the Initial Term and any Renewal Terms specified in the Order Form (collectively, the “Term”).
Termination for Cause. Either Party may, in addition to other relief, terminate the Agreement if the other Party commits a material breach of the Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach. In addition, 7shifts may terminate the Agreement immediately upon notice to Customer in the event Customer is in violation of Section 2 of the Agreement.
Effect of Termination. Upon termination of the Agreement, Customer will immediately cease accessing or using the 7shifts SaaS Services.
Survival. The following Sections, together with any other provision of the Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of the Agreement, will survive expiration or termination of the Agreement for any reason: Section 3 (Data; Intellectual Property), Section 4 (Trademark License), Section 6 (Privacy), Section 10 (Fees and Payment), Section 12 (Confidential Information), Section 13 (Warranty; Disclaimer; Indemnity), Section 14 (Limitation of Liabilities), Section 15(d) (Survival), and Section 16 (General Provisions).
Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the other. Notices must be sent:
if to 7shifts, to the following address:
7shifts Inc.
211 19 St. E #703
Saskatoon, Saskatchewan, Canada S7K 0A2
Attention: Finance Department
Email: Finance@7shifts.com
if to Customer, to the current postal or email address that 7shifts has on file with respect to Customer.
7shifts may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with 7shifts current at all times during the Term.
Assignment. Customer will not assign the Agreement to any third party without 7shifts’ prior written consent. 7shifts may assign the Agreement or any rights under the Agreement to any third party without Customer’s consent. The Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Governing Law.
If Customer is headquartered in or a resident of any country outside of the United States, then the Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Agreement.
If Customer is headquartered in or a resident of the United States, then the Agreement is governed by the laws of the State of New York without regard to conflict of law principles. Customer and 7shifts submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under the Agreement.
Dispute Resolution for Customers Outside the US
This Section 16(d) will only apply to Customers headquartered in or a resident of any country outside the United States.
Subject to the Section 16(d)(iii), if any dispute arises between the parties relating to the application, interpretation, implementation or validity of the Agreement, the parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
7shifts may bring the following actions in a court of competent jurisdiction in the Province of Ontario or, at 7shifts’ discretion, in the jurisdiction of incorporation of Customer: (A) any Fee collection disputes arising out of the failure to pay by Customer; or (B) an action seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations.
Each of the parties to the Agreement: (A) irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action; (B) consents to service of process in accordance with the rules governing proceedings in any such court; and (C) irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.
Dispute Resolution for Customers Inside the United States
This Section 16(e) will only apply to Customers headquartered in or a resident of the United States.
Generally. Except as described in Section 16(e)(iii) and 16(e)(iv), Customer and 7shifts agree that every dispute arising in connection with these Terms of Service, the 7shifts SaaS Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Service. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
CUSTOMER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS OF SERVICE, CUSTOMER AND 7SHIFTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms of Service will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If Customer does not wish to resolve disputes by binding arbitration, Customer may opt out of the provisions of this Section 16(e) within 30 days after the date that Customer agrees to these Terms of Service by sending a letter to 7shifts Inc., Attention: Legal Department – Arbitration Opt-Out, 211 19 St E #703 Saskatoon, Saskatchewan, Canada S7K 0A2 that specifies: Customer’s full legal name, the email address associated with Customer’s account on the 7shifts SaaS Services, and a statement that Customer wishes to opt out of arbitration (“Opt-Out Notice”). Once 7shifts receives Customer’s Opt-Out Notice, this Section 16(e) will be void and any action arising out of these Terms of Service will be resolved as set forth in Section 16(c)(ii). The remaining provisions of these Terms of Service will not be affected by Customer’s Opt-Out Notice.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively,“AAA Rules”) as modified by these Terms of Service. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting 7shifts.
Commencing Arbitration. Before initiating arbitration, a Party must first send a written notice of the dispute to the other Party by certified U.S. Mail or by Federal Express (signature required) or, only if that other Party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). 7shifts’ address for Notice is: 7shifts Inc. 211 19 St E #703 Saskatoon, Saskatchewan, Canada S7K 0A2. The Notice of Arbitration must: (a) identify the name or account number of the Party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, Customer or 7shifts may commence an arbitration proceeding. If Customer commence arbitration in accordance with these Terms of Service, 7shifts will reimburse Customer for Customer’s payment of the filing fee, unless Customer’s claim is for more than US$10,000 or if 7shifts has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other Party may seek reimbursement for any fees paid to AAA.
Arbitration Proceedings. Any arbitration hearing will take place in the county and state of Customer’s residence address unless 7shifts agrees otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), Customer may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Customer’s residence. During the arbitration, the amount of any settlement offer made by Customer or 7shifts must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief. Except as provided in Section 16(e)(x), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards Customer an amount higher than the last written settlement amount offered by 7shifts before an arbitrator was selected, 7shifts will pay to Customer the higher of: (A) the amount awarded by the arbitrator and (B) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a Party, in which case that Party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions. CUSTOMER AND 7SHIFTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both Customer and 7shifts agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If 7shifts makes any substantive change to this arbitration provision, Customer may reject the change by sending us written notice within 30 days of the change to 7shifts’ address for Notice of Arbitration, in which case Customer’s account with 7shifts will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes Customer rejected will survive.
Enforceability. If Section 16(e)(x) or the entirety of this Section 16(e) is found to be unenforceable, or if 7shifts receives an Opt-Out Notice from Customer, then the entirety of this Section 16(e) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16(c)(ii) will govern any action arising out of or related to these Terms of Service.
Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the 7shifts SaaS Services.
Consent to Electronic Communications. By using the 7shifts SaaS Services, Customer consents to receiving certain electronic communications from 7shifts as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that 7shifts sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
No Support. 7shifts is under no obligation to provide support for the 7shifts SaaS Services. In instances where we may offer support, the support will be subject to published policies.
Construction. Except as otherwise provided in the Agreement, the parties’ rights and remedies under the Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of the Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”).
Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal, or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Additional Terms. Customer’s use of the 7shifts SaaS Services is subject to all additional terms, policies, rules, or guidelines applicable to the 7shifts SaaS Services or certain features of the 7shifts SaaS Services that 7shifts may post on or link to from the 7shifts SaaS Services (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, the Agreement.
Independent Contractors. 7shifts’ relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations, or other communications, whether oral or written. If there is a conflict or inconsistency between any of the terms of the Agreement, including the Order Form and the Terms of Service, then the conflict or inconsistency will be resolved by giving those terms the following order of descending precedence: (a) the Order Form; and (b) the Terms of Service.
Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of the Agreement and, unless otherwise expressly specified in the Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, 7SHIFTS MAY UNILATERALLY AMEND THESE TERMS OF SERVICE, IN WHOLE OR IN PART (EACH, AN“AMENDMENT”), BY: (i) GIVING CUSTOMER NOTICE OF SUCH AMENDMENT; OR (ii) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY 7SHIFTS, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).
English Language. It is the express wish of the parties that the Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
International Use. The 7shifts SaaS Services is intended for Customers located within the United States and Canada. 7shifts makes no representation that the 7shifts SaaS Services is appropriate or available for use outside of the United States or Canada. Access to the 7shifts SaaS Services from countries or territories or by individuals where such access is illegal is prohibited.
Notice Regarding Apple. This Section only applies to the extent Customer is using our mobile application on an iOS device. Customer acknowledges that these Terms of Service are between Customer and 7shifts only, not with Apple Inc. (“Apple”), and Apple is not responsible for the 7shifts SaaS Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the 7shifts SaaS Services. If the 7shifts SaaS Services fails to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the mobile application to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the 7shifts SaaS Services. Apple is not responsible for addressing any claims by Customer or any third party relating to the 7shifts SaaS Services or Customer’s possession and/or use of the 7shifts SaaS Services, including: (i) product liability claims; (ii) any claim that the 7shifts SaaS Services fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the 7shifts SaaS Services and/or Customer’s possession and use of the 7shifts SaaS Services infringe a third party’s intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the 7shifts SaaS Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service, and upon Customer’s acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against Customer as a third-party beneficiary of these Terms of Service. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
End of Terms of Service
Last updated: May 3rd, 2023
The following terms of use (the “Terms of Use”) govern your access to and use of the software and services we make available that reference these terms including our mobile applications and our websites at www.7shifts.com along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Services”). These Terms of Use form an agreement between you and (i) 7shifts Inc. if you are a resident of Canada; or (ii) 7shifts (US) Corp. if you are a resident of the United States (together, “7shifts”. “us”, “we”, “our”). The term “you” refers to the person browsing, installing, downloading, accessing, or otherwise using the Services (“use” or“using” in these Terms of Use will mean any of the foregoing).
You may be an individual user of the Services or may be using the services on behalf of an organization or other third party that we refer to in these Terms of Use as“Customer”. In the event you are using the Services on behalf of a Customer, you acknowledge that such Customer has separately agreed to Terms of Service or has entered into an agreement (each, the “Contract”) that permits Customer to access, and provide its personnel with access, to the Services (each individual granted access to the Services, including you, is an “Organizational User”). The Contract contains our commitment to deliver the Services to Customer, who may then obtain user accounts for each individual Organizational User.
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS OR IF YOU ARE UNDER THE AGE OF MAJORITY HAVE THE AGREEMENT FROM YOUR LEGAL GUARDIAN TO ENTER INTO THIS AGREEMENT AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version in the Services. It is your obligation to monitor the Services for any such changes. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
We reserve the right to change the Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to prevent interference with the availability of the Services; or (iv) to address any emergency security concerns. We reserve the right to remove, edit, limit, or block access to any data, information, records, and files that you load, transmit to, or enter into, or that we collect from, the Services (collectively, “User Data”) at any time, and we have no obligation to display or review your User Data.
These Terms of Use do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Services, including the Contract (the“Other 7shifts Agreements”). If there is a conflict or inconsistency between the Other 7shifts Agreements and these Terms of Use, then the provisions of the Other 7shifts Agreements will govern to the extent of such conflict or inconsistency.
Please review our current Privacy Policy, available at https://www.7shifts.com/privacy-policy, which contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.
You represent and warrant to us that any data, information, records, and files that you load, transmit to, or enter into the Services will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.
When you submit content or information to the Services on behalf of a Customer (“Customer Data”), you acknowledge and agree that Customer retains all of its rights, title, and interest, including all intellectual property rights, in and to Customer Data, and the Contract provides Customer with many choices and control over that Customer Data. You also acknowledge, agree and consent to us using Customer Data in order to provide the Services, including sharing Customer Data with our third-party sub-contractors.
7shifts may use any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), in or to improve 7shifts Offerings. Accordingly, you agree that:
Feedback is not your confidential or proprietary information or that of any third party and you have all of the necessary rights to disclose the Feedback to 7shifts;
7shifts (including all of its successors and assigns and any successors and assigns of any of the 7shifts Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any 7shifts Offerings; and
you are not entitled to receive any compensation or reimbursement of any kind from 7shifts or any of the other users of the Services in respect of the Feedback.
All rights, title, and interest, including intellectual property rights, in the Services and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The Services and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.
To access certain features of the Services, you may be required to successfully sign up for a user account using the available interfaces of the Services or third-party single sign on services (the “User ID”). You will keep your User ID secure and will not share or grant access to your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services. Certain information will be shared with Customer and Customer may be able to change and update your user account settings.
To the extent we receive a digital tip disbursement from your employer, our receipt of the digital tip disbursement satisfies your employer’s obligation to pay you that digital tip disbursement.
To be eligible to participate in the digital tip disbursement feature, you must link either a U.S. bank account or U.S. debit card to your 7shifts account. Before linking a bank account, you should review and understand the consumer protection rights and remedies available for different payment sources under the Electronic Fund Transfer Act (EFTA) and Fair Credit Billing Act (FCBA).
You agree that there may be transaction fees that apply for any digital tip disbursements done on your behalf.
Payroll Processing Services. You hereby authorize 7shifts to provide you with payroll processing services subject to an agreement between 7shifts and the Customer with whom you are associated (“Payroll Processing Services”).
Customer Obligations: You hereby agree to:
provide information as reasonably requested by 7shifts in relation to its provision of Payroll Processing Services, including without limitation, all information required by 7shifts and its service providers and bank to facilitate payroll payments to taxing authorities and documents relating to prior payroll payments. You agree to ensure all information provided to 7shifts is accurate, timely and complete. For the purposes of these Terms of Use, such information provided by you shall be considered Customer Data (as defined above);
immediately provide to 7shifts the revised Customer Data in the event of any changes or updates. You hereby waive and release any claim against 7shifts arising out of or relating to any errors or omissions in the Customer Data, including without limitation, payroll information which you have not corrected or have not requested 7shifts to correct in an appropriate and timely manner;
provide all information to 7shifts and its service providers to satisfy due diligence obligations as required by applicable laws, in accordance with 7shifts’, applicable service provider’s or bank’s policies and procedures;
cooperate with 7shifts in investigating any fraudulent or illegal transactions;
remit any federal, state, and local liabilities incurred prior to enrolling in the Payroll Processing Services and to submit any payroll returns to tax agencies that were due for payroll tax liabilities incurred before using the Payroll Processing Services.
Suspension of Payroll Processing Services: You agree and acknowledge that 7shifts may, in its sole discretion, suspend or terminate provision of Payroll Processing Services when doing so would reasonably be expected to mitigate an actual or suspected security breach or threat, or in the event 7shifts or its service providers determine that the provision of Payroll Processing Services would violate applicable laws or create undue risk for 7shifts or its service providers.
Errors in Customer Data: You agree and acknowledge 7shifts and its service providers rely on information furnished by Customer and you to perform the Payroll Processing Services. 7shifts is not responsible or liable for any errors or inaccuracies in information furnished by you and/or Customer (including its employees and/or independent contractors), or Customer’s failure to maintain original documents as legally required.
Disclaimer; Representations and Warranties; Consents:
You acknowledge and agree that (1) in performing the Payroll Processing Services, 7shifts is not in a fiduciary capacity for the Customer; (2) you should not construe any information provided directly or indirectly by 7shifts through provision of Payroll Processing Services to be legal, tax, or accounting advice.
You represent and warrant that: (1) you are not subject to sanctions by the Office of Foreign Assets Control of the U.S. Department of the Treasury, businesses and individuals on other government-maintained sanctions lists, or businesses or individuals in Cuba, Iran, North Korea, the Crimea Region, or Syria; (2) no payroll information submitted by you will result in entries that would violate the sanctions program of any U.S. or Canadian government agency or any other applicable laws, rules, or regulations.
You hereby authorize 7shifts and its authorized third parties to initiate debit or credit entries to your bank account (“Bank Account”) at the depository financial institution you provide to 7shifts and its service providers (the “Bank”). You agree to provide 7shifts, its service providers and/or the Bank, as applicable, with any additional authorizations or information such party may require in relation to the provision of Services. These authorizations will remain in full force and effect until you provide 7shifts with written notice of termination of any such authorizations in such time and such manner as to afford 7shifts, its service providers and the Bank a reasonable opportunity to act upon such notice. You acknowledge that the failure to provide these authorizations or the termination of the authorizations for any reason may result in 7shifts’ immediate termination of your access to the impacted Services. You authorize 7shifts and its authorized third party service providers to use Customer Data related to the provision of Services.
You hereby agree that 7shifts shall not be responsible for determining whether your bank accounts have deposit or withdrawal restrictions.
You agree to:
comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;
upload and disseminate only Customer Data which Customer owns all required rights under law and do so consistent with applicable law;
use reasonable efforts to prevent unauthorized access to or use of the Services;
keep User IDs and all other login information confidential;
monitor and control all activity conducted through your account in connection with the Services; and
promptly notify us and Customer if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.
You will not use the Services in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access and use the software and services we make available through the Services. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Services any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam”, “chain letters,” “pyramid schemes,” or any other form of solicitation; (v) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive to another’s privacy, hateful, racially or ethnically objectionable, encourages criminal behaviour, gives rise to civil liability, or is otherwise objectionable; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (viii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
share, transfer or otherwise provide access to an account designated for you to another person;
disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial-of-service attack);
attempt to gain unauthorized access to the Services;
use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code;
use the Services for the purpose of building a similar or competitive product or service;
use the Services other than for the benefit of Customer that has entered into an agreement to access the Services, and who has granted you a right of access; or
authorize, permit, enable, induce, or encourage any third party to do the above.
The Services may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Services from third party systems. 7shifts does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under 7shifts’ control, and if you choose to access any such content, websites, or services, or to access the Services from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use. You further acknowledge that by providing access to third party systems that 7shifts may import data from those systems into 7shifts and such data will be considered to be part of Customer Data and third-party systems may have access and copy Customer Data and the use of such data is outside the control of 7shifts.
The downloading and viewing of content are done at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs, or connections of and to your computer system that may be necessary as a result of your use of the Services.
You are prohibited from attempting to circumvent and from violating the security of the Services including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching the Services security or authentication measures; (c) restricting, disrupting or disabling service to the Services users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Services, including but not limited to by introducing any material that is malicious or technologically harmful.
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
ANY REMEDIES AVAILABLE WITH REGARD TO THE SERVICES ARE AS SET OUT IN THE CONTRACT WITH CUSTOMER.
You will defend, indemnify, and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
your breach of any provision of these Terms of Use or any documents referenced herein;
your violation of any law or the rights of a third party (including intellectual property rights); or
your use or the use by any third party using your User ID of the Services.
7shifts makes no representation that the Services is available for use in locations outside Canada and the United States or all locations within Canada and the United States. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the other. Notices must be sent:
if to 7shifts, to the following address:
7shifts Inc.
211 19 St E #703
Saskatoon, Saskatchewan, Canada S7K 0A2
Attention: Finance Department
Email: Finance@7shifts.com
if to You, to the current postal or email address that 7shifts has on file with respect to You.
7shifts may change its contact information by posting the new contact information on the Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with 7shifts current at all times during the Term.
Choice of Law:
If you are a resident of any country outside of the United States, then except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency, or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
If you are a resident of the United States, then these Terms of Use are governed by the laws of the State of New York without regard to conflict of law principles. You and 7shifts submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms of Use.
Dispute Resolution if you are outside the US:
This Section 18(c) will only apply to if you are resident of any country outside the United States.
Collection Disputes. Any Fee collection disputes arising out of the failure to pay by Customer will be commenced in and determined by a court of competent jurisdiction in the Province of Ontario or, at 7shifts’ discretion, in the jurisdiction of incorporation of Customer. Each of the parties to the Agreement: (A) irrevocably and unconditionally consents and submits to the jurisdiction of such courts in any such action; (B) consents to service of process in accordance with the rules governing proceedings in any such court; and (C) irrevocably waives and covenants not to assert any objection to the laying of venue in any such court in any such action.
Arbitration. If any dispute arises between the parties relating to the application, interpretation, implementation or validity of the Agreement, the parties agree to resolve the dispute by arbitration using the Canadian Arbitration Association Expedited Arbitration Rules. The parties agree that the Canadian Arbitration Association Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
Dispute Resolution if you are inside the US:
This Section 18(d) will only apply to if you are resident of the United States.
Generally. Except as described in Section 18(d)(iii) and 18(d)(iv), you and 7shifts agree that every dispute arising in connection with these Terms of Use, the 7shifts SaaS Services, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms of Use. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, CUSTOMER AND 7SHIFTS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms of Use will be deemed to waive, preclude, or otherwise limit the right of either party to: (A) bring an individual action in small claims court; (B) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (C) seek injunctive relief in a court of law in aid of arbitration; or (D) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18(d) within 30 days after the date that you agree to these Terms of Use by sending a letter to 7shifts Inc., Attention: Legal Department – Arbitration Opt-Out, 211 19 St E #703 Saskatoon, Saskatchewan, Canada S7K 0A2 that specifies: tour full legal name, the email address associated with your account on the 7shifts SaaS Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once 7shifts receives your Opt-Out Notice, this Section 18(d) will be void and any action arising out of these Terms of Use will be resolved as set forth in Section 18(b). The remaining provisions of these Terms of Use will not be affected by your Opt-Out Notice.
Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively,“AAA Rules”) as modified by these Terms of Use. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting 7shifts.
Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). 7shifts’ address for Notice is: 7shifts Inc. 211 19 St E #703 Saskatoon, Saskatchewan, Canada S7K 0A2. The Notice of Arbitration must: (A) identify the name or account number of the party making the claim; (B) describe the nature and basis of the claim or dispute; and (C) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or 7shifts may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms of Use, 7shifts will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if 7shifts has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence address unless 7shifts agrees otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (A) solely on the basis of documents submitted to the arbitrator; (B) through a telephonic or video hearing; or (C) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or 7shifts must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Arbitration Relief. Except as provided in Section 18(d)(x), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by 7shifts before an arbitrator was selected, 7shifts will pay to you the higher of: (A) the amount awarded by the arbitrator and (B) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
No Class Actions. CUSTOMER AND 7SHIFTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and 7shifts agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If 7shifts makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to 7shifts’ address for Notice of Arbitration, in which case your account with 7shifts will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If Section 18(d)(x) or the entirety of this Section 18(d) is found to be unenforceable, or if 7shifts receives an Opt-Out Notice from you, then the entirety of this Section 18(d) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18(b) will govern any action arising out of or related to these Terms of Use.
No Support. 7shifts is under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure”).
Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that 7shifts may post on or link to from the Service (the“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms of Use.
Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees. 7shifts may engage third parties to provide the Services.
English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
International Use. The 7shifts SaaS Services is intended for Customers located within the United States and Canada. 7shifts makes no representation that the 7shifts SaaS Services is appropriate or available for use outside of the United States or Canada. Access to the 7shifts SaaS Services from countries or territories or by individuals where such access is illegal is prohibited.
Notice Regarding Apple. This Section only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms of Use are between you and 7shifts only, not with Apple Inc. (“Apple”), and Apple is not responsible for the 7shifts SaaS Services or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the 7shifts SaaS Services. If the 7shifts SaaS Services fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the 7shifts SaaS Services. Apple is not responsible for addressing any claims by you or any third party relating to the 7shifts SaaS Services or your possession and/or use of the 7shifts SaaS Services, including: (i) product liability claims; (ii) any claim that the 7shifts SaaS Services fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the 7shifts SaaS Services and/or your possession and use of the 7shifts SaaS Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the 7shifts SaaS Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third-party beneficiary of these Terms of Use. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions or comments regarding these Terms of Use, please contact us through the website https://support.7shifts.com.
End of Terms of Use