Last updated: September 11th, 2020
These 7shifts Terms of Service apply to restaurants’ access to and use of the 7shifts SaaS Services. These Terms of Service, together with the order or online registration and subscription selection form (“Order Form” referencing these Terms of Service (collectively, the “Agreement”), form a binding legal agreement between 7shifts Inc. (“7shifts”, “us”, “we”, “our”) and Customer. The term “Customer” refers to the restaurant you represent in agreeing to this Agreement.
BY USING THE 7SHIFTS SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15(l). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE 7SHFITS SAAS SERVICES.
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 which are set forth in the Order Form. The term “7shifts SaaS Services” includes 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. For clarity, Customer Data includes any data, information, content, records or files that 7shifts is provided access to through an integration with a 3rd party authorized by Organizational Users.
“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.
“Employment Information” means Customer Data that is employment related data, information, content, records and files including but not limited to 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 Services from time to time that is loaded, entered into, transmitted to or made available to the Services.
“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. This Agreement sets forth the terms and conditions under which 7shifts makes available its 7shifts SaaS Services and provides related services. These Terms of Service do not, absent the execution of the Cover Page, 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 this Agreement, 7shifts will make the 7shifts SaaS Services available to Customer on the terms and conditions set out in this Agreement during the Term. Customer is responsible for identifying and authenticating all Organizational Users, for ensuring only Organizational Users access and use the SaaS Services, and for Organizational Users’ compliance with this Agreement.
License to the 7shifts Software. Subject to Customer’s and its Organizational Users’ compliance with the terms and conditions of this Agreement, 7shifts grants to Customer a non-exclusive, non-transferable, and limited license to install, operate and use the 7shifts Software during the Term. Customer’s use of the 7shifts Software will be subject to any limitations described in this 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 reasonable limits based on usage volumes for normal use of the 7shifts SaaS Service for its intended purpose. In the event that Customer exceeds such limits, 7shifts may charge Customer reasonable additional fees, suspend access to the 7shifts SaaS Services, and throttle Customer’s account until bandwidth consumption is reduced to the reasonable limits.
Restrictions on Use. Customer acknowledges and agrees that it is responsible for the compliance by all Organizational Users with this 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:
sub-license, 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 this 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;
that Customer does not have the lawful right to create, collect, transmit, store, use or process;
that 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);
that 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 you know 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 the 7shifts SaaS Services for the purpose of building a similar or competitive product or service; or
perform any vulnerability, penetration or similar testing of the 7shifts SaaS Services.
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 this Agreement:
suspend Customer’s or Organizational User’s access to or use of the 7shifts SaaS Services:
for scheduled maintenance;
due to a Force Majeure
if 7shifts believes in good faith that Customer or any Organizational User has violated any provision of this 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; and
make any Modifications to the 7shifts SaaS Services.
Subcontracting. 7shifts may engage third parties to provide the 7shifts SaaS Services.
Except as expressly set forth in this Agreement, nothing in this 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; (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 the Customer (such data, information and materials, the “Aggregated Data”). 7shifts may use Aggregated Data for any purpose and without restriction or obligation to Customer.
Customer acknowledges and agrees that 7shifts may facilitate and Organizational Users may create and maintain individual accounts to use the 7Shifts SaaS Services apart from the Customer User Accounts (as defined in Section 7(a), each an “Individual Account”). Customer grants 7shifts and Organizational Users a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to access, use, process, store, collect, disclose, and transmit such 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 this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
All rights not expressly granted by 7shifts to Customer under this Agreement are reserved.
Subject to the terms and conditions of this 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 or the 7shifts SaaS Services ("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, 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.
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 will ensure that Organizational Users only use the 7shifts SaaS Services through the Customer User Account. Customer will not allow any Organizational Users to share the Customer User Account with any other person.
Customer is responsible for identifying and authenticating all Organizational Users and for Organizational Users’ use of the 7shifts SaaS Services in compliance with this Agreement.
Customer will generally have access to 7shifts’ technical support services (“Support Services”) from 9:00 AM CT to 5:00 PM CT on Mon-Sat through email at email@example.com, or 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 subject to the terms and conditions of this 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 this Agreement. Except for any automatic Updates provided by 7shifts pursuant to Section 9(b) 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 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 Solution 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 this 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 the applicable fees described in the Order Form (the “Fees”) during the Term in accordance with the payment terms set out herein.
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.
Invoicing. All Fees are due and payable in advance. 7shifts will prepare and send to the Customer, at the then-current contact information on file with 7shifts, an invoice for any Fees that have been paid. 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 this 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 one and a half percent (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 set out in this Agreement 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 or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this 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 you are responsible, 7shifts will invoice you and you will pay that amount unless you 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 this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
Definitions. For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “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 this 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 this 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 this 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 9(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, 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 the 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 THIS 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”. 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 this 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 this 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 THIS 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 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS 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 THIS 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 (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, OR (v) 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 THIS 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.
Term. Unless terminated earlier in accordance with this agreement, this Agreement is effective as of the Effective Date 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 this Agreement if the other party commits a material breach of this Agreement and fails within 15 calendar days after receipt of notice of such breach to correct such material breach. In addition, 7shifts may terminate this Agreement immediately upon notice to Customer in the event Customer is in violation of Section 2(c) of this Agreement.
Effect of Termination. Upon termination of this Agreement, Customer will immediately cease accessing or using the 7shifts SaaS Services.
Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Data; Intellectual Property), Section 4 (Privacy), Section 8 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer; Indemnity), Section 11 (Limitation of Liabilities), Section 12(c) (Survival), and Section 13 (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: (i) if to 7shifts, to the following address:
200-701 Broadway Ave
Saskatoon, Saskatchewan, Canada S7N 1B3
Attention: Finance Department
and (ii) if to Customer, to the current postal or email address that 7shfits 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 this Agreement to any third party without 7shifts’ prior written consent. 7shifts may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Governing Law and Attornment. This 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 this Agreement.
Subject to the Section 15(d)(ii), if any dispute arises between the parties relating to the application, interpretation, implementation or validity of this 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 the 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 this 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.
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.
Construction. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this 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 this 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 this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
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. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this 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 this Agreement, including the Cover Page 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 Cover Page; and (b) the Terms of Service.
Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this 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 this 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.
Last updated: September 11th, 2020
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 the Customer Data, and the Contract provides Customer with many choices and control over that Customer Data.
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.
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.
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.
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 the 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 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.
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.
ANY REMEDIES AVAILABLE WITH REGARD TO THE SERVICES ARE AS SET OUT IN THE CONTRACT WITH THE 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 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.
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 the Customer. Each of the parties to this 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 this 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.