ShiftClock Terms and Conditions of Use

If you do not agree, do not access or use the Services.

The Services are intended primarily for legitimate business and workforce-management purposes.

A person creating or administering an account for a Customer represents that the person has authority to act for the Customer, has provided accurate registration and billing information, is authorized to invite and manage users, is authorized to configure timekeeping, location, payroll-export, and approval settings, and will use the Services in compliance with applicable law.

The Customer is responsible for all activity occurring under its account, except to the extent caused directly by ShiftClock's breach of these Terms.

Features may differ by subscription, account settings, device, location, or release.

ShiftClock provides software tools. ShiftClock is not the employer or joint employer of a Customer's workers, a payroll company unless expressly stated in a separate written agreement, a professional employer organization, a staffing agency, a tax preparer, an accounting firm, a law firm, a labor-law consultant, a fiduciary, or an insurer.

ShiftClock does not hire, supervise, schedule, discipline, terminate, classify, compensate, or control the Customer's workers. Nothing produced by the Services constitutes legal, tax, payroll, accounting, human-resources, or employment advice.

Customer settings, manager approval, or employee sign-off do not waive an employee's legal right to be paid for compensable time.

The Customer must provide employees a reasonable method to report missed punches, inaccurate time, off-the-clock work, and other corrections.

When the Customer enables location, geofence, device, photograph, or other verification features, the Customer is responsible for determining whether the feature is lawful, providing required notices, obtaining required consent, limiting collection to legitimate business purposes, avoiding unnecessary off-duty monitoring, responding appropriately when location information is missing or inaccurate, providing a lawful alternative when required, and complying with employee-monitoring, wiretap, location, labor, and privacy laws.

Location information can be inaccurate because of device settings, signal conditions, browser permissions, satellite availability, indoor use, network configuration, spoofing, or other technical limitations.

ShiftClock does not guarantee that a location result proves or disproves a person's presence, work activity, honesty, or entitlement to wages. A Customer must not withhold legally earned wages solely because location verification failed.

The Customer may not use ShiftClock to collect fingerprints, facial geometry, voiceprints, retinal scans, palm prints, or other biometric identifiers unless ShiftClock expressly provides a designated biometric feature under separate written terms.

Uploading biometric templates into ordinary notes, attachments, profile fields, or custom fields is prohibited.

We may investigate suspected violations and suspend access when reasonably necessary to protect the Services, users, Customers, or others.

"Customer Data" means information submitted to or generated through the Services on behalf of the Customer, excluding ShiftClock software, system information, de-identified information, and intellectual property.

As between the parties, the Customer retains its rights in Customer Data. The Customer grants ShiftClock a limited right to host, process, transmit, reproduce, back up, and otherwise use Customer Data as necessary to provide the Services, follow Customer instructions, maintain security, prevent fraud, provide support, enforce these Terms, and comply with law.

The Customer represents that it has all rights, permissions, notices, and lawful bases required to provide Customer Data to ShiftClock.

ShiftClock does not independently determine whether a time entry is correct. Questions involving hours worked, missed punches, timecard edits, overtime, paid leave, breaks, scheduling, attendance, discipline, wages, payroll, or termination must generally be directed to the Customer.

ShiftClock may preserve relevant audit information and respond to lawful legal process, but it does not act as a judge or arbitrator between a Customer and its worker.

Authorized users may adjust, approve, reject, or annotate time records according to Customer permissions. Customers should require adjustment reasons and maintain audit histories where appropriate.

Users may not delete, obscure, or alter records to avoid paying earned wages, hide off-the-clock work, mislead an employee, mislead a payroll provider, or evade a legal obligation.

A timecard acknowledgment or electronic signature records the user's interaction with the timecard. It does not eliminate the employer's duty to maintain accurate records, waive earned wages or statutory rights, prove that no additional work occurred, prevent a user from reporting an error, or automatically resolve a wage dispute.

Payroll-related figures produced by the Services are estimates based on Customer-provided information and configuration.

Before issuing wages or submitting an export, the Customer must verify employee identity, pay rate, workweek, hours worked, overtime, paid leave, deductions, reimbursements, taxes, benefits, garnishments, payroll-provider formatting, and applicable laws and agreements.

ShiftClock is not responsible for errors caused by inaccurate data, incorrect settings, unauthorized edits, incomplete integrations, payroll-provider requirements, or failure to review an export.

Paid plans are billed in advance on a recurring basis according to the plan selected at checkout. By purchasing a recurring subscription, the Customer authorizes ShiftClock and its payment processor to charge the payment method on file at purchase, on each renewal date, for applicable taxes, for approved usage-based or add-on charges, and for plan changes the Customer authorizes.

Subscriptions automatically renew until canceled. The Customer may cancel through the account billing area or by contacting sender.shiftclock@gmail.com. Unless otherwise stated at checkout, cancellation takes effect at the end of the current paid billing period.

Except where required by law or expressly stated otherwise, charges already incurred are nonrefundable, partial billing periods are not prorated, failure to use the Services does not automatically create a refund right, and canceling does not reverse charges already properly processed.

We may change future pricing by providing reasonable advance notice. Continued use after the new price becomes effective constitutes acceptance of the new price.

Trial, demonstration, beta, promotional, or complimentary accounts may have limited features, data, support, retention, or availability.

Unless expressly stated otherwise, trial access may be modified or terminated at any time, demo data may be deleted, demo accounts should not be used for real payroll, beta features may contain errors, and promotional pricing may expire or renew at the disclosed standard rate.

Payment information and renewal terms must be disclosed at checkout when a trial converts automatically into a paid subscription.

Prices may exclude sales, use, excise, value-added, or similar taxes. The Customer is responsible for taxes associated with its purchase, except taxes based on ShiftClock's net income. We may collect taxes when legally required.

The Services, including software, design, logos, documentation, interfaces, databases, trademarks, and related materials, are owned by ShiftClock or its licensors and are protected by intellectual-property laws.

Subject to these Terms and payment of applicable charges, ShiftClock grants the Customer a limited, nonexclusive, nontransferable, revocable right to access and use the Services for its internal business operations during the subscription term. No ownership rights are transferred.

A user who provides suggestions, ideas, or feedback grants ShiftClock a worldwide, perpetual, irrevocable, royalty-free right to use that feedback without restriction or compensation, provided ShiftClock does not publicly identify the person as the source without permission.

The Services may integrate with third-party services, such as Stripe, map providers, email providers, payroll systems, cloud hosts, or identity providers.

Third-party services are governed by their own terms and privacy practices. ShiftClock does not control and is not responsible for unaffiliated third-party services, interruptions, changes, data handling, fees, or errors.

We aim to provide reliable Services, but uninterrupted or error-free operation is not guaranteed. We may maintain or update the Services, add, modify, or discontinue features, limit abusive or excessive use, perform emergency maintenance, or suspend features posing security or legal risk.

We may suspend or terminate access when fees are overdue, a Customer or user violates these Terms, use creates a security, legal, or operational risk, we reasonably suspect fraud or unauthorized access, continued service could expose ShiftClock or others to liability, required by law, or requested by a Customer.

Upon termination, the Customer must stop using the Services. Provisions that logically should survive, including payment obligations, ownership, disclaimers, liability limits, dispute terms, and indemnification, will survive.

Customers should export required records before canceling or terminating an account. Subject to plan terms, legal restrictions, and system availability, ShiftClock may allow a limited post-termination period for data export.

We do not promise indefinite access after termination. Customer Data may be deleted after the applicable retention period, except when retention is required for backups, security, disputes, or law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SHIFTCLOCK DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND LEGAL COMPLIANCE.

SHIFTCLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, EVERY CALCULATION WILL BE ACCURATE, EVERY LEGAL REQUIREMENT WILL BE IDENTIFIED, LOCATION INFORMATION WILL BE PRECISE, AN EXPORT WILL BE ACCEPTED BY EVERY PAYROLL PROVIDER, OR USE OF THE SERVICES WILL PREVENT WAGE, TAX, PRIVACY, OR EMPLOYMENT CLAIMS.

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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFTCLOCK AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR OPPORTUNITIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFTCLOCK'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT THE CUSTOMER PAID SHIFTCLOCK DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100) IF THE CLAIM RELATES TO FREE OR DEMONSTRATION ACCESS.

These limits do not apply where prohibited by law and do not limit liability that cannot legally be limited.

To the extent permitted by law, the Customer will defend, indemnify, and hold harmless ShiftClock and its owners, officers, employees, contractors, licensors, and service providers from third-party claims, losses, liabilities, penalties, judgments, and reasonable legal costs arising from Customer Data, the Customer's employment practices, wage-and-hour violations, payroll decisions, worker classification, tax obligations, location or workplace monitoring, failure to provide required notice or consent, the Customer's configuration or use of the Services, violation of law or these Terms, or infringement caused by material supplied by the Customer.

ShiftClock will provide reasonable notice of a covered claim and may participate in its defense.

These Terms are governed by the laws of the State of Oklahoma, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provision below.

Mandatory employment rights between a Customer and its employees are not governed by this clause merely because the Customer uses ShiftClock.

Before filing a lawsuit or arbitration, the claimant must send a written notice describing the claimant's name and contact information, the account involved, the facts of the dispute, and the requested resolution. Notice to ShiftClock must be sent to sender.shiftclock@gmail.com.

The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt. This requirement does not prevent either party from seeking emergency injunctive relief when necessary to prevent immediate harm.

To the maximum extent permitted by law, disputes between ShiftClock and a Customer or Authorized User arising from these Terms or the Services that cannot be resolved informally will be resolved through binding individual arbitration administered by the American Arbitration Association under its applicable commercial or consumer rules.

Claims must be brought individually. Neither party may pursue a claim as a plaintiff or class member in a class, collective, consolidated, coordinated, mass, or representative proceeding.

Either party may bring an eligible individual claim in small-claims court or seek injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, account security, or against unauthorized access.

A user may opt out of this arbitration provision by emailing sender.shiftclock@gmail.com within 30 days after first accepting these Terms. The notice must include the user's name, Customer name, account email, and a clear statement that the user opts out of arbitration.

Users consent to receive account, billing, security, legal, and transactional communications electronically, including by email, in-app notification, or text message where authorized.

Users may withdraw consent to optional marketing communications without affecting essential account notices. The Customer is responsible for obtaining any consent legally required before instructing ShiftClock to send messages to employees.

We may update these Terms. Material changes may be communicated through the Services, by email, at login, or through another reasonable method.

The updated Terms will state their effective date. Continued use after the effective date constitutes acceptance to the extent permitted by law. When legally required, we will request renewed affirmative acceptance.

The Customer may not assign these Terms without ShiftClock's written consent. ShiftClock may assign these Terms in connection with a merger, acquisition, restructuring, financing, sale of assets, or transfer of the Services.

If a provision is held unenforceable, it will be modified or severed only to the extent necessary, and the remaining provisions will remain effective. A failure to enforce a provision is not a waiver of the right to enforce it later.

These Terms, the Privacy Policy, applicable checkout terms, and any signed order form or data-processing agreement constitute the entire agreement regarding the Services and supersede prior discussions concerning the same subject. If a signed order form expressly conflicts with these Terms, the signed order form controls for that conflict.

ShiftClock can be contacted at shiftclock.us or by email at sender.shiftclock@gmail.com.