- The Service
1.1 Services. GTS makes available to its customers and their end users the GTS software-as-a-service software Program, and associated employer scheduling, communications and management services, as well as Program (collectively, the “Services”). GTS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice, including modifying features or Services packages.
1.2 Users. GTS may make certain Services available to our customers and/or their employees and other end users (collectively, “Users”). GTS reserves the right to refuse to provide the Services to anyone for any reason at any time.
1.3 Trials. If you register for a free trial of the Services, then, subject to this Agreement, GTS grants you a limited, personal, non-transferable, non-sub-licensable, internal license to use the Services for non-production, evaluation purposes during the applicable Trial Period. In addition, you agree to allow GTS to contact you using the provided phone number and/or email address for marketing, sales, support, research, or other purposes. For the purposes of this Agreement, “Trial Period” means the time starting from your registration to use a free trial of the Services until the earlier of (a) the end of the free trial period for which you registered (which trial period shall be thirty (30) days unless otherwise stated on the registration page for the free trial version of the Service), or (b) the start date of any paid subscription for the Services. You will not be entitled to receive any support from GTS for your use of a free, trial subscription for the Services. GTS may terminate the Trial Period for any free trial of the Services at any time in its sole discretion and may accept or decline any request for a free trial version of the Services in its sole discretion. ANY DATA YOU ENTER INTO THE FREE TRIAL VERSION OF THE SERVICES AND ANY CUSTOMIZATIONS YOU MAKE TO THE FREE TRIAL VERSION OF THE SERVICES WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A PAID SUBSCRIPTION TO THE SERVICES. YOUR DATA CANNOT BE EXPORTED FROM THE FREE TRIAL VERSION OF THE SERVICES. NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE TERMS, ACCESS TO THE FREE TRIAL VERSION OF THE SERVICES IS ON AN “AS-IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. Additional terms and conditions applicable to the free trial version of the Services may appear on the applicable registration page. Any such additional terms and conditions are incorporated into this Agreement by reference.
2.3 Account Restrictions. Accounts are for single users only and may not be shared by more than one individual. You are solely responsible for maintaining the security of your Account and password. GTS cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2.4 Employees. If your User Account is linked to your employer’s Account, certain information will be shared with your employer and your employer may be able to change and update Account settings. If your organization ceases or changes its subscription to the Services, you may not be able to continue using any or all of the Services in respect of such organization and you may lose access to certain data and content stored on the Services.
- Payment Term
3.1 Fees. If you enroll for a paid subscription to the Program and/or Services, you will be charged the fees and all other applicable amounts (“Fees”) quoted you on your written or electronic order form (“Order Form”). Unless otherwise stated on your Order Form, the Fees will be billed in advance on either a monthly or annual basis and are non-refundable. There will be no refunds or credits for any partial use of the Program/Services.
3.2 Payment & Charges. Unless otherwise stated on your Order Form, all Fees must be paid by credit card, which payments will be processed using a third-party payment processor. You shall: (a) keep the billing, credit card and payment information you provide to GTS or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, billing address, email address and telephone number, accurate and up to date; otherwise; (b) promptly advise GTS if credit card information changes due to loss, theft, cancellation or otherwise; (c) be liable for failure to pay any charges or fees caused by your failure to provide GTS with up to date billing information.
3.3 Taxes. The Fees payable to GTS do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You understand and acknowledge that you are responsible for paying all Taxes associated with the purchase of the Services. If GTS has the legal obligation to pay or collect Taxes for which you are responsible, GTS will invoice you and you will pay that amount unless you provide GTS with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.5 Price Changes. GTS may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion, including, but not limited to, changing the monthly subscription plan fees for the Services. Prices of all services, including but not limited to monthly subscription plan fees to the Services, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the GTS Site (www.gotoshift.com) or the Services itself. GTS shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
3.6 Limits. GTS reserves the right to impose reasonable limits on bandwidth and SMS usage, as part of the Services. In the event that you exceed such limits, GTS may charge you additional fees and/or suspend your access to the Program. If your bandwidth usage exceeds 500 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by GTS) of other GTS customers, we reserve the right to immediately disable your account or throttle your account until you can reduce your bandwidth consumption.
- Subscription Cancellation
4.1 Subscription Term. If you enroll for a paid subscription to the Services, the term of the Subscription will be indicated to you at the time of enrollment and will automatically renew for periods of equal length to the initial term (e.g. monthly, annually etc.).
4.2 Cancellation. You are solely responsible for properly cancelling your account. You can cancel your account at any time by calling our toll-free number listed at the top of our website and speaking to a representative or by emailing email@example.com. If you cancel the Services before the end of your current term, your cancellation will take effect immediately and you will not be charged again. No refunds will be provided for any pre-payment of Services or subscriptions cancelled prior to the end of a term.
5.1 User Content. All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Site, Program or by Users (“User Content”) is the sole responsibility of such Users. This means that you, and not GTS, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Services. You are responsible for obtaining all necessary consents to upload User Content, including any third-party content or personal information, to the Services. GTS does not control or actively monitor user content and, as such, does not guarantee the accuracy, integrity, suitability or quality of such content. You acknowledge that by using the Services, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will GTS be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Services. If your User Content will include any personal data of individuals located in the European Economic Area, you are responsible for notifying GTS and you hereby agree to GTS Data Processing Agreement (https://www.gotoshift.com/dpa).
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit.
5.3 Feedback. If you provide GTS with any suggestions, comments or other feedback relating to any aspect of the Site, Program and/or Services (“Feedback”), GTS may use such Feedback in the Site, Program or in any other GTS products or services (collectively, “GTS Offerings”). Accordingly, you agree that: (a) GTS is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to GTS, (c) GTS (including all of its successors and assigns and any successors and assigns of any of the GTS Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any GTS Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from GTS or any of the other users of the Website in respect of the Feedback.
- Restrictions on User Content and Use of the Services
6.1 Restrictions. In using the Site, Program and/or Services you shall not:
Use the Services other than as permitted by the type of subscription which you have subscribed for, as further described at the time of subscription; copy any content unless expressly permitted to do so herein; upload, post, email, transmit or otherwise make available any material that: is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable; You do not have a right to make available under any law or under a contractual relationship; infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights); is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Site or that of any users or viewers of the Site or that compromises a user’s privacy; or
contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way; impersonate any person or entity or misrepresent their affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Site or impersonate another person or organization; interfere with or disrupt the Site, Program or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; intentionally or unintentionally violate any applicable local, state, national or international law or regulation; collect or store personal data about other users or viewers; license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; or modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Program, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
You also agree not to access the Site or Program in a manner that utilizes the resources of the Site more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Site.
- End User License
Except for User Content, this Site, the Services and the information and materials that it contains, are the property of GTS and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, GTS grants you a non-transferable, non-exclusive, license to (a) use the Services for your use, and (b) use the Site on a computer device or mobile device that you own or control, in each case solely for your own use (the “License”). The Site is licensed to you and not sold. Nothing in the Terms gives you a right to use the GTS or GTS names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Site. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of these Terms.
- Third-Party Websites and Services
8.1 Links. This Site, Program (including User Content) may contain links to other websites that are not owned or controlled by GTS. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by GTS of that third party, third party product or service. GTS is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Site are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Site of a link to any other website(s) does not imply that GTS endorses or accepts any responsibility for the content or use of such websites, and you hereby release GTS from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
8.2 Third-Party Services. If you use any third-party service, whether accessed through the Program or otherwise, including but not limited to any third-party log in, you acknowledge and agree that you will be bound by and terms and conditions of such third-party service provider. Further, GTS is not responsible for impact on your use of the Program or Services caused by your use of any third-party service or integration.
9.1 No Advice. As part of the Services, GTS offers notifications to Users related to compliance with labor laws (e.g. calculations of overtime, working irregular shift schedules, etc.). However, this tool is for information purposes and does not constitute legal or professional advice. You expressly agree that you are solely liable for compliance with all applicable labor laws and regulations and you hereby indemnify and hold harmless GTS from any damages or losses relating to your use of such tools.
9.2 Disclaimer of Warranties. THE SITE, SERVICES, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GTS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. GTS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR IN RESPECT TO ANY SITE THAT CAN BE REACHED FROM A LINK ON THE SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE SITE, AND GTS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. GTS WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICES.
- LIMITATION OF LIABILITY
10.1 EXCLUSION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL GTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THIS SITE, PROGRAM OR THE SERVICES, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (D) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SITE, OR (E) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE SITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SITE, PROGRAM, OR SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF GTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 TOTAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GTS’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID GTS IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10.3 EXCLUSION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless GTS and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Program or Services, including any User Content transmitted or received by you or your Users; (b) violation of any term of this Agreement, including without limitation breach of any of the representations and warranties above, by you or your users; (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) violation of any applicable law, rule or regulation by you or your users, including applicable labor laws; (e) User Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (f) your gross negligence or willful misconduct; or (g) any other party’s access and use of the Services (or access and use of any third-party service via the Services) with your unique username, password or other appropriate security code.
12.2 Survival. The following sections shall survive any termination or expiration of this Agreement: 3, 4, 5, 9, 10, 11, 16, 17 and 18.
Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines.
14.Availability & Updates
GTS may alter, suspend, or discontinue this Site, the Program, or Services at any time and for any reason or no reason, without notice. The Site, Program, and Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
Information sent or received over the Internet is generally unsecure and GTS cannot and does not make any representation or warranty concerning security of any communication to or from the Site, Program, or Services or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Services and you are responsible for any activities or actions under your password. You agree to keep your password secure. GTS will not be liable for any loss or damage arising from your failure to comply with these requirements.
- Governing Law and Jurisdiction
- All matters relating to the Products and these Terms of Service and any dispute or claim arising from or related to the Products or these Terms of Service (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule, whether of the State of Ohio or any other jurisdiction.
- Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Products shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the City of Bowling Green and County of Wood (although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country). You waive any and all objections to the exercise of jurisdiction over you by such courts and to a venue in such courts.
17.4 Contact. If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Site or Services, please contact us at: firstname.lastname@example.org.