Effective date: Date of publication

These Terms of Service (“Terms”) govern access to websites and services provided by ShiftPretty LLC, a Texas limited liability company located at 245 Waters Ridge Dr, Lavon, TX 75166 (“ShiftPretty”). By accepting an Order Form, creating an account or using the Services, you agree to these Terms. If you act for an organization, you represent that you have authority to bind it (“Customer”).

1. Service and contract structure

“Services” means the ShiftPretty websites, hosted platform, AI-enabled features, demonstrations, trials, support and related services identified in an Order Form. The Order Form, these Terms, applicable BAA, DPA, SLA and incorporated policies form the agreement. For a conflict, the negotiated Order Form controls, then the BAA for PHI, then the DPA for regulated personal data, then the SLA for service levels, then these Terms and incorporated policies.

2. Eligibility and accounts

Users must be at least 18, legally able to agree, and authorized by the Customer. Customers control user access and must keep account, role and contact information accurate. Credentials are individual and may not be shared. Notify ShiftPretty promptly of suspected compromise. ShiftPretty may require MFA, identity verification or account recovery steps.

3. License and permitted use

During the subscription term, ShiftPretty grants Customer a limited, non-exclusive, non-transferable right for authorized users to access the Services for Customer’s internal lawful operations, subject to the agreement and purchased scope. No ownership transfers.

4. Customer responsibilities

Customer is responsible for user authorization, configuration, lawful instructions, notices, consents, workforce training, data accuracy, professional decisions and use of outputs. Customer must determine whether its organization is a HIPAA covered entity or business associate and may submit PHI only to an approved Phase 2 environment after the applicable BAA is effective.

Customer must not submit PHI to the public website, demonstrations or Phase 1 trial. Texas Medicaid/EVV data is prohibited unless an Order Form expressly authorizes it. Customer must report restricted data submitted to the wrong environment immediately.

5. Prohibited use

Users may not: break the law; infringe rights; bypass access restrictions; share credentials; probe or disrupt systems except under an approved vulnerability program; upload malware; scrape without permission; reverse engineer except where law prohibits restriction; use Services for harassment, discrimination or manipulation; submit restricted data to an unauthorized environment; represent AI output as verified professional judgment; or use the Services for emergency dispatch, diagnosis or treatment unless a later written product scope expressly permits it.

6. Trials and pilots

Unless an Order Form says otherwise, an advertised trial lasts 14 days, uses sample/non-PHI data, requires no credit card and includes only the features enabled in the trial workspace. ShiftPretty may provide guided onboarding and may change or discontinue trial features. Trial access expires automatically and does not create a paid subscription without affirmative agreement. Trial retention/deletion timing must be displayed at signup and match the approved retention schedule.

7. Fees, taxes and payment

Paid fees, billing intervals, user or usage limits, renewal and cancellation terms appear in the Order Form. Fees are non-refundable except as stated in the Order Form or required by law. Customer is responsible for applicable taxes other than taxes on ShiftPretty’s income. ShiftPretty may suspend paid Services for undisputed overdue amounts after reasonable notice.

8. Customer data

Customer retains its rights in Customer Data. Customer authorizes ShiftPretty and approved subprocessors to process Customer Data only to provide, secure, support and improve the Services as permitted by the agreement, applicable law and documented instructions. ShiftPretty will not sell PHI or use PHI to train general-purpose models.

9. Privacy and data protection

The Privacy Notice describes ShiftPretty-controlled processing. The DPA applies where incorporated. Customer is responsible for its own privacy notices, lawful basis and responses to individuals, with ShiftPretty assistance as required by contract.

10. HIPAA and Phase 2

Phase 1 is not authorized for PHI. For approved Phase 2 Services, the parties must execute or validly incorporate a BAA before PHI is submitted. ShiftPretty may withhold PHI functionality until contracting, configuration and security prerequisites are complete. If a conflict concerns PHI, the BAA controls. A BAA does not expand the product scope beyond the approved Order Form and environment.

11. AI-enabled features

AI outputs may be inaccurate, incomplete or inappropriate. Users must apply qualified human review. ShiftPretty AI is approved for administrative and care-support assistance—not diagnosis, treatment, emergency response or autonomous consequential decisions. Customer may not use an output as the sole basis for care, safety, employment, shift eligibility, benefits or legal decisions. Users must be told when they are interacting with AI as required by the Responsible AI Notice and applicable law.

12. Third-party services

Customer may enable integrations. Third-party services are governed by their own terms, and ShiftPretty is not responsible for third-party services outside its control. ShiftPretty remains responsible for its obligations concerning approved subprocessors under the agreement, DPA and BAA.

13. Security

ShiftPretty will maintain a security program appropriate to the approved service scope. Customer must use available security features, manage access and devices, and notify ShiftPretty of incidents. Evidence-approved information is available through the Security page and customer assurance process.

14. Confidentiality

Each party will protect the other’s non-public information using reasonable care and use it only for the agreement. Confidentiality does not cover information lawfully known without restriction, independently developed, publicly available without breach or rightfully received from another source. Required disclosures must be limited and notified where law permits.

15. Intellectual property and feedback

ShiftPretty and its licensors own the Services, software, documentation, designs and related rights. Customer owns Customer Data. Feedback may be used to improve the Services without identifying Customer or violating confidentiality, subject to the agreement’s data restrictions.

16. Service changes and support

ShiftPretty may update the Services and will provide reasonable notice of material reductions to purchased functionality where practicable. Support hours, response targets, maintenance and any service credits are governed only by an applicable SLA or Order Form.

17. Warranties

Each party warrants it has authority to enter the agreement. ShiftPretty warrants that paid Services will materially conform to applicable documentation during the subscription term. Customer’s exclusive remedy for breach of that warranty is re-performance or, if ShiftPretty cannot cure, termination and a prorated refund of prepaid unused fees for the affected Service.

18. Disclaimers

Except for express warranties and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” ShiftPretty disclaims implied warranties of merchantability, fitness for a particular purpose and non-infringement. ShiftPretty does not warrant uninterrupted or error-free operation or that AI output is accurate. The Services do not provide medical advice, diagnosis, treatment or emergency response. Nothing limits a warranty that cannot lawfully be excluded.

19. Indemnification

Each party’s indemnification obligations, defense control, exclusions and remedies must be completed by counsel. The enterprise form should address third-party intellectual-property claims by ShiftPretty and claims arising from Customer Data, unlawful instructions, prohibited use or Customer’s professional services by Customer.

20. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages or lost profits, revenue or data. Except for exclusions approved by counsel, each party’s aggregate liability will not exceed fees paid or payable for the affected Services during the 12 months before the event. This section does not limit liability that cannot lawfully be limited. Review required: COUNSEL MUST APPROVE CAPS AND CARVE-OUTS

21. Term, suspension and termination

The agreement continues for the Order Form term. Either party may terminate for uncured material breach after 30 days’ notice, or sooner where cure is impossible or law requires. ShiftPretty may suspend access to address security risk, unlawful use, restricted data in an unauthorized environment or overdue undisputed fees, using reasonable efforts to limit scope and restore access.

22. Data return and deletion

During the term and stated post-termination window, Customer may export Customer Data using available tools or an agreed format. ShiftPretty will delete Customer Data under the retention schedule, subject to legal hold and protected backup cycles. Phase 2 PHI is returned or destroyed under the BAA.

23. General terms

Neither party may assign the agreement without consent except with a merger, reorganization or sale of substantially all relevant assets, provided the successor assumes the obligations. Neither party is liable for delay caused by events beyond reasonable control, excluding payment duties. The agreement is the entire agreement and may be amended only as stated. If a provision is unenforceable, the remainder continues. Failure to enforce is not waiver. The parties are independent contractors.

24. Governing law and venue

Texas law governs without regard to conflict-of-law rules, except where mandatory law applies. State and federal courts located in Collin County, Texas have exclusive jurisdiction, and each party consents to venue there. Review required: COUNSEL CONFIRM ENTERPRISE/CONSUMER VARIANTS

25. Contact

Legal notices to ShiftPretty: ShiftPretty LLC 245 Waters Ridge Dr Lavon, TX 75166 United States legal@shiftpretty.com