Last Revised: February 15, 2019
The OnShift suite
of products, which includes, but is not limited to OnShift
Schedule, OnShift Engage, OnShift Wallet, OnShift Insight, OnShift Hire, OnShift
Text2Hire and OnShift’s Payroll-Based Journal reporting software (the “Products”)
are published, owned, and operated by OnShift,
Inc., its affiliates and related entities (“OnShift,” “the Company,” “we,”
your access to and use of the Products.
IF YOU DO NOT AGREE
WITH THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THESE TERMS OR USE THE
By accessing, browsing, submitting information to and/or using the Products, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.
Purpose of the Products. OnShift provides
the Products to deliver commercial
business-to-business software as a service (“SaaS”) application to solve
workforce challenges in healthcare. The information provided in these Terms is intended to be
general in nature and does not necessarily address all the terms, exclusions,
and conditions applicable to our products and services, or the terms of any
agreement with your employer.
OnShift is not a healthcare provider, payer or clearing house. OnShift is a business that provides intuitive software and proactive services to solve workforce challenges in healthcare. Unless otherwise established in an agreement between OnShift and a Covered Entity (i.e., a doctor, pharmacy, or insurer), OnShift is not a Covered Entity or Business Associate and does not comply with the Health Insurance Portability and Accountability Act (“HIPAA”). OnShift does not collect “Protected Health Information” as defined under HIPAA, nor should you enter or provide such information in any of our Products.
License and Use of Products. OnShift grants you a non-exclusive right to access and use the Products and the data, material, content or information herein (collectively, the “Content”) solely for your use in connection with or under your terms of employment with your employer. Your right to access and use the Products shall be limited to non-commercial purposes unless you are otherwise expressly authorized by OnShift to use the Products for commercial purposes. You agree to use the Products only for lawful purposes, comply with all rules governing any transactions on and through the Products and comply with applicable laws.
OnShift shall have a non-exclusive,
non-transferable, worldwide, perpetual, irrevocable license to collect, analyze
or use statistical data relating to Products solely for the management and
improvement of its Products. OnShift’s use,
collection and disclosure of the any User information shall comply with
applicable law and the posted terms of our Privacy
User Account Responsibility. If you are given or create a password to access the Products, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify OnShift immediately of any unauthorized use of your account. OnShift is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.
Prohibited Uses. You agree that you will not:
· Use the Products in any manner that could damage, disable, overburden, or impair the Products or interfere with any other party’s use and enjoyment of them;
· Attempt to gain unauthorized access to any Product account, computer systems or networks associated with OnShift or the Products;
· Obtain or attempt to obtain any materials or information through the Products by any means not intentionally made available or provided by OnShift;
· Use any robot, spider, or other automatic device, process or means to access the Products for any purpose, including monitoring or copying any of the material on the Products;
· Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
· Attack the Products via a denial-of-service attack or a distributed denial-of-service attack; or
· Impersonate or attempt to impersonate OnShift, an OnShift employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
Not all mobile devices or handsets may be supported by this service. OnShift and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your use and requests and your employer’s use of the Products. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from OnShift.
Third-Party Applications. You
acknowledge that your access and use of
any third-party applications or software on our Products and Content (the
“Third-Party Applications”) is at your discretion and risk, and OnShift has no
liability to you arising from your use of the Third-Party Applications.
OnShift hereby disclaims any representation,
warranty, or guaranty regarding the Third-Party Applications, whether
expressed, implied or statutory, including, without limitation, the implied
warranties of merchantability or fitness for a particular purpose, and any
representation, warranty, or guaranty regarding the availability, quality,
reliability, features, appropriateness, accuracy, completeness, or legality of
the Third-Party Applications, and you agree to indemnify and hold OnShift
harmless for any direct, indirect, punitive, incidental, special, or
consequential damages, or any damages whatsoever including, without limitation,
damages for loss of use, arising out of or in any way connected with the use or
performance of the Third-Party Applications.
Intellectual Property Notices. The
Products and Content are protected by
copyrights, trademarks, patents, or are subject to other proprietary rights. “OnShift”
is a trademark federally registered with the United States Patent and Trademark
Office, and names such as “OnShift Schedule”, “OnShift Engage”, and “OnShift
Insight” are trademarked. Accordingly,
you are not permitted to use the Products or Content in any manner, except as
expressly permitted by OnShift in these Terms. The Products or Content may not be
copied, reproduced, modified, reverse-engineered, published, uploaded, posted,
transmitted, performed, or distributed in any way, and you agree not to modify,
rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives
with the express written consent of OnShift or applicable owner.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Products. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, OnShift or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.
Questions regarding the use of any intellectual property provided on the Products should be directed to email@example.com.
United States and Canada Only. OnShift is based in the state of Ohio in the United States. OnShift provides the Products for use only by persons located in the United States and Canada. We make no claims that the Products or any of their contents are accessible or appropriate outside of the United States or Canada. Access to the Products may not be legal by certain persons or in certain countries.
Disclaimer. ALL INFORMATION OR SERVICES PROVIDED BY ONSHIFT TO YOU VIA THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. ONSHIFT AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, ONSHIFT AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PRODUCTS OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PRODUCTS. YOU SPECIFICALLY ACKNOWLEDGE THAT ONSHIFT AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PRODUCTS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER ONSHIFT NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. ONSHIFT FURTHER MAKES NO WARRANTY THAT THE PRODUCTS WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PRODUCTS IS AT YOUR SOLE RISK AND THAT ONSHIFT, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PRODUCTS OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST ONSHIFT FOR DISSATISFACTION WITH THE PRODUCTS OR THE CONTENT IS TO CEASE YOUR USE OF THE PRODUCTS AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
agree to defend, indemnify and hold harmless OnShift and its affiliates,
licensors and service providers from and against any claims, liabilities,
damages, judgments, awards, losses, costs, expenses or fees (including
reasonable attorneys' fees) arising out of or relating to your violation of
these Terms or your use of the Products, including, but not limited to, any use
of the Content or services other than as expressly authorized in these Terms or
your use of any information obtained from the Products.
Termination and Restriction of Access. In its sole discretion, OnShift may terminate or suspend your access to the Products for breach of these Terms. OnShift reserves the right to report any User found to have violated these Terms or otherwise misused the Products to the offending User’s employer. OnShift shall not be liable for any losses or damages arising from any such termination of service, or notification of any employer of misuse of the Products or violation of these Terms.
Arbitration. At its sole discretion, OnShift may require you to submit any disputes arising from use of the Products, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law. By using the Products, you hereby consent to submission of any dispute to be final and binding arbitration.
Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or the Products must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
Governing Law & Jurisdiction. These Terms are
governed by the laws of the
State of Ohio, U.S.A. You hereby
irrevocably consent to the exclusive jurisdiction and venue of the courts in
Cleveland, Ohio, U.S.A. in all disputes arising out of or relating to the use
of the Products.
General. You agree that no
joint venture, partnership, employment, or agency relationship exists between
you and OnShift as a result of these Terms or use of the Products.
You may not assign these Terms without the
prior written consent of OnShift in all instances. OnShift may
assign these Terms, in whole or
in part, at any time. OnShift’s
performance of this agreement is subject to existing laws and legal process,
and nothing contained in these Terms is in derogation of OnShift’s right to
comply with governmental, court, and law enforcement requests or requirements
relating to your use of the Products or information provided to or gathered by OnShift
with respect to such use.
If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.
OnShift Contact Information. Questions can be directed to OnShift at firstname.lastname@example.org.