Australia
Website Terms & Conditions Of Use
About the Website
Welcome to ShiftMatch Platform (the ‘Website’). The Website allows you to access and use the ShiftMatch Application (the ‘Services’).
The Website is owned and operated by Gate121 Pty. Limited (‘Gate121’) , ABN 89 091 964 331 / ACN 091 964 331. Access to and use of the Website, or any of its associated Products or Services, is provided by Gate121. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you disagree with the Terms, you must cease using the Website or any of the Services.
Gate121 reserves the right, at its sole discretion, to review and change any of the Terms by updating this page. Gate121 will use reasonable efforts to notify you of any changes to the Terms when they occur. Any changes to the Terms take effect immediately upon publication. We recommend that you print a copy of the Terms for your records before proceeding.
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General Disclaimer
- Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them), which may not be limited or excluded by law.
- Subject to this clause and to the extent permitted by law:
- all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded: and
- Gate121 will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
- Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Gate121 make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Gate121 ) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
- failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
- the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website):
- costs incurred as a result of you using the Website, the Services or any of the products of Gate121 : and
- the Services or operation in respect to links which are provided for your convenience.
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Limitation of Liability
- Gate121’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
- You expressly understand and agree that Gate121, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
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Acceptance of the Terms
- You accept the Terms by remaining on the Website. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.
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About the Service
- ShiftMatch is a workforce management application that automatically matches the best workers to open shifts.
- Client, Client User and Third Party User accounts are currently offered. You acknowledge and agree that the accounts offered, as well as the account features may change from time to time, and may be governed by separate terms which apply specific to the account. Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.
- Some accounts may be governed by a separate Agreement with Gate121 , which may amend the terms of use. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable Agreement.
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Security and Data Privacy
- Gate121 takes your privacy seriously, and information provided through your use of the Website and/or Services is governed by Gate121’s Privacy Policy, which can be found on the Website. In addition, the Privacy Policy addresses the processes, policies, and obligations of Gate121 regarding ShiftMatch security breaches.
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Data Use
- Gate121 collects, stores, and processes your data on ShiftMatch. The data is used to provide Services to you, as well as to facilitate Gate121 ‘s business operations. The Privacy Policy outlined how your data is collected, stored, and processed by Gate121. The Privacy Policy also addresses Gate121’s processes, policies, and obligations in respect of data encryption and removal requests.
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Access to use the Service
- As part of the registration process, or as part of your continued use of the Services you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to first name, last name, mobile number, email address and employment classification.
- You warrant that any information you give to Gate121 in the course of completing the registration process will always be accurate, correct and up to date.
- Once you have completed the registration process, you will be a registered user of the Website and agree to be bound by the Terms (“User”). As a User you will be granted access to the Services from the time you have completed the registration process until the Agreement period expires or your employment with the Client ends.
- You may not use the Services and may not accept the Terms if:
- You are not employed by the Client; or you are not of legal age to form a binding contract with Gate121 ; or you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services
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Terms of Use
Understanding about using our website
- This Acceptable Use Policy (Policy) describes the acceptable kinds of conduct and prohibited uses of the Services provided by Gate121. The Policy is incorporated into the Client’s agreement with Gate121 for the use of the ShiftMatch Platform. This Policy is not exhaustive, and Gate121 reserves the right to change it at any time, effective upon posting the revised version on the ShiftMatch and/or Gate121 website. By utilising the ShiftMatch Platform, the Client agrees to comply with the most recent version of this Policy.
- Any violation of this Policy may result in suspension or termination of the Services, as well as any other action deemed appropriate by Gate121. Indirect or attempted violations of this Policy, as well as actual or attempted violations by a third party engaged or employed by the Client (Client’s user) or on the Client’s behalf, will be considered violations by the Client. You are responsible for the actions and omissions of every Client user.
- In general, Gate121 does not actively monitor, censor, or directly control any information stored on or transmitted via the ShiftMatch Platform, and Gate121 is under no obligation to monitor Client Content on the ShiftMatch Platform. Gate121 cannot and does not warrant, verify, or guarantee the quality, accuracy, safety, or integrity of Client Content or other materials or information that the Client or a third party may post on or transmit through the ShiftMatch Platform or access through the ShiftMatch Platform. The Client is solely responsible for all Client Content and the use of the ShiftMatch Platform by the Client and its users.
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No Illegal or Harmful Uses
- The ShiftMatch Platform may only be used for lawful purposes. It is strictly forbidden to transmit, distribute, or store any material or engage in any activity that violates any applicable law or regulation. The non-exhaustive list that follows also describes the types of illegal or harmful conduct that is prohibited. Gate121 reserves the right to suspend, cancel, or otherwise deny access to any user or content that it deems, in its sole discretion, to be harmful to its systems, network, reputation, goodwill, other ShiftMatch clients, or any third party:
- Excessive Use
The use of programmes and scripts that cause excessive server use or access is prohibited on the ShiftMatch Platform. This is due to the resulting reduction in resources and degraded service for other clients on the ShiftMatch platform. Additionally, it is prohibited on the ShiftMatch Platform to overburden or attempt to overburden our infrastructure by imposing an unreasonable large load on our systems that consumes extraordinary resources, as well as to exceed bandwidth/storage limits. The determination of excessive use is solely at the discretion of Gate121. You must not circumvent any restrictions we impose on your use of the Services. - Infringement
Infringement of Intellectual Property Rights or other proprietary rights including, without limitation, material protected by copyright, trade mark, patent, trade secret or other Intellectual Property Rights transmitted, accessed or used without proper authorisation is prohibited. Infringement may result from the unauthorised copying and posting of pictures, photographs, logos, registered or unregistered trademarks, software, articles, musical works, and videos. - Copyright and Intellectual Property
The Website, the Services and all of the related products of Gate121 are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons; video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Gate121 or its contributors.- All trademarks, service marks and trade names are owned, registered and/or licensed by Gate121 , who grants to you a worldwide, non-exclusive, royalty free, revocable license whilst you are a User to use the Website pursuant to the Terms, copy and store the Website and the material contained in the Website in your device’s cache memory; and print pages from the Website for your own personal and non-commercial use.
- Gate121 does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Gate121
- Gate121 retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
- business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or\
- a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
- a thing, system or process that is the subject of a patent. registered design or copyright (or an adaptation or modification of such a thing, system or process), to you
- You may not, without the prior written permission of Gate121 and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
- Unlawful Materials
Disseminating material that is, without limitation, unlawful, obscene, harmful, invasive of privacy or publicity rights, abusive, or otherwise objectionable, under the Law of any jurisdiction in prohibited. - Harmful Content
Disseminating harmful content or software including, without limitation, viruses, Trojan horses, worms, time bombs, cancel-bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or Personal Information including the ShiftMatch Platform is prohibited. - Privacy
Collecting, using and disclosing any personally identifiable user information in violation of any applicable Law and/or stated privacy policy is prohibited.
- Excessive Use
- The ShiftMatch Platform may only be used for lawful purposes. It is strictly forbidden to transmit, distribute, or store any material or engage in any activity that violates any applicable law or regulation. The non-exhaustive list that follows also describes the types of illegal or harmful conduct that is prohibited. Gate121 reserves the right to suspend, cancel, or otherwise deny access to any user or content that it deems, in its sole discretion, to be harmful to its systems, network, reputation, goodwill, other ShiftMatch clients, or any third party:
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Maintenance of Security and Integrity
- System or network security violations are strictly prohibited and may result in criminal and civil liability. Gate121 will investigate incidents involving such violations, and if a criminal violation is suspected, may involve and cooperate with law enforcement. Without limitation, the following are examples of system or network security violations:
- Hacking
Unauthorised access or use of data, systems, or networks, including compromising the integrity of our system and probing, scanning, and testing the vulnerability of our system, is not permitted unless expressly authorised by Gate121. Other than our publicly supported interface or as otherwise permitted by an applicable Software Licensing Agreement, it is prohibited to access or search any part of the Service or any other Service owned by Gate121.
Engaging in any act that would disrupt the access, availability, and security of ShiftMatch and other Gate121 services, including but not limited to:
Tampering with, reverse-engineering, or hacking our servers.
Modifying, disabling, or compromising the performance ShiftMatch or other Gate121 services. - Interception
Unauthorised monitoring of data or traffic on any Gate121 or third-party network or system. - Intentional Interference
Interference with service to any user, host, or network, including but not limited to denial of service attacks, mail bombing, news bombing, and other flooding techniques, as well as broadcast attacks and deliberate attempts to overload a system. - Avoiding System Restrictions
Using manual or electronic means to alter usage details for billing purposes or to circumvent any use limitations placed on the ShiftMatch Platform, such as access or storage limitations. - No Email Abuses
You are prohibited from distributing, publishing, sending, or inciting unsolicited mass email, instant messages, text messages, or other communications, unsolicited mass notification via a handheld device, promotions, advertising, or solicitations (such as “spam”), including, but not limited to, commercial advertising, informational announcements, and mail bombing. You may not use Gate121’s server or a third-party server to relay messages without the express permission of the account holder or the third-party site. It is expressly prohibited to post the same or similar message to multiple recipients (including, but not limited to, the use of chain letters, excessive cross-postings, or multiple postings to stalk, harass, or threaten users and any member of the public) in a manner or for a purpose other than that for which the ShiftMatch Platform was designed and made available.
- Hacking
- No Service Bureaus
- The Client may not sell, assign, rent, transfer, distribute, act as a service bureau, or grant rights in the ShiftMatch Platform or its functionality to any other person without the express prior written consent of Gate121.
- You will at all times adhere to all applicable Law, rules, and regulations. Without limiting that prohibition, the Client may not utilise the ShiftMatch Platform:
- in connection with any tortious or actionable activity;
- to publish or disseminate information that:
- constitutes slander, libel or defamation;
- publicises the Personal Information or likeness of a person without that person’s consent; or
- otherwise violates the privacy rights of any person;
- to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable Law;
- connection with any unlawful, disruptive or abusive activity;
- to cause denial of service attacks against Gate121 or users or to otherwise degrade or impair the operation of Gate121’s servers and facilities;
- to post messages or software programs that consume excessive CPU time or storage space;
- to subvert, or assist others in subverting, the security or integrity of any Gate121’s system, facility or equipment;
- to gain unauthorised access to the computer networks of Gate121 or any other person;
- to provide passwords or access codes to persons not authorised to receive such materials by the operator of the system requiring the password or access code to;
- forge the signature or other identifying mark or code of any other person;
- impersonate or assume the identity of any other person; or
- engage in any other activity (including ‘spoofing’) to attempt to deceive or mislead other persons regarding the true identity of the Client;
- distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial email or spam;
- in any manner that might subject Gate121 to unfavourable regulatory action, subject Gate121 to any liability for any reason, or adversely affect Gate121’s public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by Gate121 in its sole discretion; or
- in any other manner to interrupt or interfere with the usage of the ShiftMatch Platform by other persons.
- System or network security violations are strictly prohibited and may result in criminal and civil liability. Gate121 will investigate incidents involving such violations, and if a criminal violation is suspected, may involve and cooperate with law enforcement. Without limitation, the following are examples of system or network security violations:
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Enforcement by Gate121
- Gate121 reserves the right, but assumes no responsibility, to investigate any violation of this Policy or misuse of the ShiftMatch Platform. Gate121 reserves the right and exercises complete discretion to:
- enforce this Policy;
- remove or disable access to, screen, or otherwise modify any Client Content that violates these terms or is otherwise objectionable;
- remove or disable access to the ShiftMatch Platform for any individual, including the Client and its users.
- Gate121 reserves the right, without limitation, to report any activity (including the disclosure of appropriate Client information) that it believes violates any law or regulation to the appropriate law enforcement officials, regulators, or other third parties.
- Gate121 may also, without limitation, cooperate with law enforcement agencies to aid in the investigation and prosecution of any illegal conduct or infringement of any third party’s legal rights by providing network and system information related to allegedly illegal, harmful, infringing, or objectionable content.
- Gate121 reserves the right, but assumes no responsibility, to investigate any violation of this Policy or misuse of the ShiftMatch Platform. Gate121 reserves the right and exercises complete discretion to:
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Indemnity
- You (“the Indemnifier”) agree to at all times indemnify, and keep indemnified its officers, employees and agents (being “Those Indemnified”) from and against losses (including legal costs and expenses) or liabilities reasonably incurred or suffered by any of Those Indemnified arising from any claim, suit, demand, action or proceeding by any person against any of Those Indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of the Indemnifier, its officers, employees, agents or subcontractors in connection with this Agreement.
- This is a continuing indemnity which survives the termination of this Agreement.
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No Employment Relationship
- The ShiftMatch Platform is a tool that matches existing internal employees and/or external labour resources with an organisation’s available open shifts. Your use of the ShiftMatch Platform does not establish any employment relationship between you and Gate121, and Gate121 makes no representations or warranties of any kind concerning the ShiftMatch Platform.
- You acknowledge and agree that Gate121 is not liable for any employment entitlements owed to or by its users in accordance with arrangements made by its users on the ShiftMatch Platform.
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Reporting Breaches
- You must notify us immediately if you become aware of a violation of this Policy and provide us with all reasonable assistance required to investigate or remedy the violation.
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Definitions
As used in this Policy, and in addition to any other terms defined in this Policy, the following terms will have the following meanings:
ShiftMatch means Gate121 Pty Limited ABN 89 091 964 331/ACN 091 964 331
Gate121 means Gate121 Pty Limited;
User means any active user of the ShiftMatch Platform;
Client means all users of the ShiftMatch Platform;
Client Content means to all information, data, email, text, bulletin board postings, hypertext links, meta tags, images, graphics, interactive media, and audio/visual materials posted or uploaded by the Client or a third party on the ShiftMatch Platform;
Client User is any third party engaged or employed by the Client;
ShiftMatch Platform means the proprietary software and platform owned or licensed by Gate121, including any version upgrades and components released by Gate121 for that software;
Intellectual property means all forms of intellectual property rights, including but not limited to the following rights:
- patents, copyright, designs, trademarks (including goodwill associated with those marks), domain names, and any other right to the confidentiality of confidential information;
- any application or right to apply for registration of any of the rights referred to in paragraph (1); and
- all rights of a nature similar to any of the rights in paragraphs (1) and (2) which may exist in Australia or elsewhere, regardless of whether or not such rights are registered or capable of registration.
Services include access to the ShiftMatch Platform and any other services that Gate121 may occasionally offer in connection with or as a byproduct of the ShiftMatch Platform.
Contact Information
All correspondence with regards to privacy should be addressed to:
Privacy Officer
Gate121 Pty Limited.
PO Box 4192, East Gosford Nsw 2250
or by email: privacy@gate121.com
Canada
ShiftMatch Terms of Use – Last Modified: Oct 26, 2021
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. USING THE SERVICES INDICATES THAT YOU ACCEPT THE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO AND YOU SHALL NOT USE THE SERVICES.
Agreement between User and ShiftMatch
These ShiftMatch Terms of Use (“Terms of Use”) govern your use in any manner of any of the Services (as defined below) offered by or through FillShift Inc., (“ShiftMatch” “we” “us” “our”), or any of its parents, subsidiaries or affiliates, wherever or however offered, your use constitutes your acknowledgement that you have read, agree with and consent to be bound by all the terms and conditions set forth in these Terms of Use, and all other policies, rules regulations, terms and conditions that otherwise appear in connection with the Services. These Terms of Use are a legally binding contract between you on the one hand and ShiftMatch on the other hand. These Terms of Use govern all use of the Services. For purposes of
the Terms of Use, “Services” is defined as any and all capabilities provided through the ShiftMatch family of websites, software and communication services.
SHIFTMATCH PROVIDES THE WEBSITE AND SERVICES SOLELY ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH SUCH TERMS AND CONDITIONS SET FORTH IN THE TERMS OF USE.
Acknowledgement and Acceptance of the Terms of Use
BY USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (C) ACCEPT
THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS OF USE. IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BE BOUND BY THESE TERMS OF USE ON YOUR EMPLOYER’S BEHALF.
If you do not wish to be bound by these Terms of Use, please stop using the Services now. Your agreement to be bound with these Terms of Use becomes effective immediately upon commencement of your use of the Services.
These Terms of Use were last modified on October 26, 2021. ShiftMatch expressly reserves the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Use from time to time and that your continued use of the Services after such modifications will constitute your acknowledgement of the modified Terms of Use and your agreement to abide and be bound by the modified Terms of Use.
Any additional posted rules, policies, schedules or other supplemental documents published are hereby incorporated by reference into these
Services
ShiftMatch provides various Services at our website www.shiftmatch.com together with other websites and communications services. The Services available include, but are not limited to, shift scheduling, open shift management and request management for casual, part-time or full-time labour.
ShiftMatch reserves the sole right to either modify or discontinue the Services, including any of the features, at any time with or without notice to you. ShiftMatch will not be liable to you or any third party should we exercise such right.
Privacy
Your use of the Services is subject to ShiftMatch’s Privacy Policy. Please review our Privacy Policy at www.shiftmatch.com/privacy, which governs the Services and informs users of our data collection practices. The information ShiftMatch obtains through your use of the Services is subject to our Privacy Policy.
Your Account
To access the Services, you may be required to use a username and password to log in to your account. User logins are for designated users and cannot be shared or used by more than one user. You are responsible for the confidentiality and use of your user name and password and responsible for all charges resulting from the use of your Account, including unauthorized use prior to your notifying us of such unauthorized use. You shall promptly notify us of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any user’s password and/or user name.
Electronic Communications
You are responsible for providing, at your own expense, all equipment and third-party services (e.g. Internet access, email service, texting service) necessary to access the Services.
You are responsible for maintaining any security of your user identification, and other confidential information relating to your ShiftMatch account.
We are able to deliver messages to the most major and minor carriers in Canada. If we are unable to deliver to your carrier, you may send an email to help@shiftmatch.com including the name of the carrier.
You are responsible for message and data rates that may apply for any text messages sent to you from us and to us from you. You can control the frequency of text messages you receive by changing the frequency in your ShiftMatch account. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. For all questions about the Services, you can send an email to help@shiftmatch.com.
Links to Third-Party Websites / Third Party Services
ShiftMatch may contain links to other websites or services that are not owned or controlled by ShiftMatch or otherwise include references to information, documents, software, materials and/or services provided by other parties. You acknowledge that we are not responsible for the accuracy, legality, privacy practices or the content of such other websites nor are we responsible for errors or omissions in any references to other parties or their products and services. We encourage our users to read the terms of use and privacy statements of each and every website they visit. The ability to access information of third parties from ShiftMatch or links to other websites or locations is for your convenience and does not signify our endorsement of such third parties, their products, their services, other websites, locations, their content or any warranty of any kind, either express or implied.
Certain services made available by ShiftMatch are delivered by third-party Websites and organizations. By using any product, service or functionality originating from the www.shiftmatch.com domain, you hereby acknowledge and consent that we may share your information and data with any third party with whom we have a contractual relationship solely for the purposes of providing the Services on our behalf to our users and customers.
Unlawful or Prohibited Use and Intellectual Property
Subject to these Terms of Use and your compliance with the Terms of Use, ShiftMatch grants you, and you accept a limited, non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms of Use and all applicable local, provincial, and national laws and regulations. As a condition of your use, you warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Services in any manner which could damage, disable, overburden or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services, including by data mining, data gathering or other automatic tools to collect data from the Services, without our express permission.
All content included as part of the Services, such as text, graphics, logos, images, communications, as well as the compilation thereof, and any software used to provide the Services, are the property of ShiftMatch or our suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, provided by the Services. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without express written permission of ShiftMatch and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of ShiftMatch of our licensors except as expressly authorized by these Terms of Use.
Any rights not expressly granted herein to use the Services are reserved by ShiftMatch in full. ShiftMatch reserves the right, in its sole and absolute discretion, to terminate your access to the Services, at any time, for any reason or for no reason at all, without any notice, prior or otherwise.
Use of Communication Services
The Services may include comment areas, bulletin board services, forums, calendars, texting and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group. You agree to use these communication facilities only to post, send and receive messages and material that are proper and related to the Services.
The Services allow you to send Electronic Communications directly to ShiftMatch and to third parties. You agree to comply with all applicable local, provincial, federal, and foreign laws, treaties, regulations, and conventions in connection with your use of the Services, including without limitation those related to privacy, electronic communications and anti-spam legislation. You agree to comply with the export laws and regulations of Canada and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, you will not post any material or send any Electronic Communication from the Services that is unlawful, harassing, libellous, obscene, tortious, defamatory or threatening, invasive of the privacy of another person or violative of any third-party rights. You will not do any “mirroring” or “framing” of any part of the Services, or create Internet links to the Services which include log-in information, user names, passwords, and/or secure cookies. You will not in any way express or imply that any opinions contained in your material or Electronic Communications are endorsed by ShiftMatch. You will ensure that all access and use of the Services by users is in accordance with these Terms of Use, including but not limited to those users that are contractors and agents, and affiliates. Any action or breach by any of such contractors, agents or affiliates shall be deemed an action or breach by the user.
You understand that the technical processing and transmission of Electronic Communications is fundamentally necessary to use of the Services. You expressly consent to ShiftMatch’s interception and storage of Electronic Communications and/or user data, and acknowledge and understand that Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by ShiftMatch. You further acknowledge and understand that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. ShiftMatch is not responsible for any Electronic Communications and/or data that are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by ShiftMatch, including, but not limited to, the Internet and your local network.
Subject to our Privacy Policy, any communication or material that you transmit to or via our Services, whether by electronic mail, text, post, or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you agree you have the right and authority to, and hereby grant us and our agents a non-exclusive, paid-up, perpetual, irrevocable, sub-licensable and worldwide right and license to copy, distribute, display, perform, publish, translate, adapt, modify, make derivative works from, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used, and waive your moral rights in such material. ShiftMatch will decide, at its sole discretion, whether material submitted is suitable for use on the Services.
Disclaimer of Warranties
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SHIFTMATCH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICES PROVIDERS, AND EACH OF THEIR AND SHIFTMATCH OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, AND ASSIGNS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, SHIFTMATCH PROVIDES NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR COMPLY WITH THE LAW OF YOUR JURISDICTION. YOU WILL NOT RELY ON ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, MADE BY ANY PERSON OTHER THAN AN AUTHORIZED OFFICER OF SHIFTMATCH, IN EVALUATING THE SERVICES OR SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHIFTMATCH OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, AND ASSIGNS, OR ANY OF ITS OR THEIR REPRESENTATIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR MISUSE OF, USE OF, DOWNLOAD OF, INSTALLATION OF, OR INABILITY TO USE THE SERVICES OR THE CONTENT FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE, OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT TAKEN TOGETHER EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID FOR THE SERVICES, OR, IF AND ONLY IF SUCH LIMITATION IS UNENFORCEABLE UNDER APPLICABLE LAW, THE GREATEST OF (I) THE TOTAL AMOUNT YOU ACTUALLY PAID TO SHIFTMATCH, (II) CAD $10.00, OR (III) THE LOWEST LIMIT TO DIRECT DAMAGES ALLOWABLE UNDER APPLICABLE LAW.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, STRICT LIABILITY, BREACH OF WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SHIFTMATCH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. SHIFTMATCH’S LIABILITY TO YOU IS LIMITED TO WHAT IS PERMITTED BY APPLICABLE LAW.
Indemnification
You agree to indemnify, defend and hold harmless ShiftMatch and its offices, managers, members, employees, agents, representatives, affiliates, subsidiaries, parents, successors, and assigns from and against any and all losses, damages, liability, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees and expenses, arising from or relating to your (or anyone acting under your user account) use or misuse of the Services, your breach of this Agreement, your negligence, your misconduct, your violation of any rights of any third party, including, without limitation, other users of the Services, or your violation of any applicable law. Furthermore, you agree that ShiftMatch assumes no responsibility for the content you submit or make available through the Services or your compliance with applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which you will fully cooperate with us in asserting any available defenses.
ShiftMatch Service Level, Security and Support
As part of the Services, ShiftMatch will provide Customers with Help Documentation and other online resources to assist Customers in their use of the Services. Customer acknowledges that ShiftMatch has extensive experience helping Customers improve utilization and realization of benefits of the Services and that not following the advice of ShiftMatch and/or not engaging ShiftMatch or other ShiftMatch authorized implementation partners in the provision of professional services may substantially limit Customer’s ability to successfully utilize the Services or to enjoy the power and potential of the Service.
ShiftMatch shall maintain reasonable administrative, physical and technical safeguards to help to protect the confidentiality and integrity of to protect against the loss, misuse or unauthorized access, disclosure, alteration or destruction of Personal Information collected in the course of providing Services.
The ShiftMatch Services will meet the service level as agreed in writing between Customer and ShiftMatch. If the applicable Service fails to achieve the service level, then Customer’s entitlements will be determined in accordance with the terms set forth in the service agreement. The respective Service’s system logs and other records shall be used for calculating any service level events.
Termination / Access Restriction
ShiftMatch reserves the right, in its sole discretion, to terminate or suspend your access to all or part of the Services with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons, therefore, your right to use the Services will cease and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension, or any other actions taken by us in connection with such termination or suspension.
Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws applicable in the Province of Ontario, Canada without giving effect to any choice or conflict of law provision or rule that would cause another jurisdiction’s law to apply. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services shall be instituted in the federal courts of Canada or the courts of the Province of Ontario, as appropriate. YOU AGREE THAT YOU WILL ONLY SUBMIT ANY CLAIM AGAINST SHIFTMATCH RELATING TO THE SERVICES INDIVIDUALLY AND NOT THROUGH ANY CLASS ACTION.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Changes to Terms of Use
ShiftMatch reserves the right, in its sole discretion, to change the Terms of Use under which the Services are offered. The most current version of the Terms of Use will supersede all previous versions. ShiftMatch encourages you to periodically review the Terms of Use at www.shiftmatch.com/terms to stay informed of our updates.
Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. Your continued use of the Services following any such change constitutes your agreement to follow and be bound by the updated or modified version of these Terms of Use.
Waiver and Severability
No failure to exercise and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other terms, the terms of this Agreement shall govern.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Contact Us
Notices given by ShiftMatch to you will be given by email, by a general posting on the ShiftMatch website or by conventional mail. Notices given by you to ShiftMatch must be given by email or by conventional mail. Notices to ShiftMatch by conventional mail must be sent to:
FillShift Inc., 36 Strathcona Ave, Toronto ON M4K 1K7.
In any matter requiring ShiftMatch’s prior consent, such consent will be considered given only if made in writing by an authorized representative of ShiftMatch.