Terms of Use

Effective Date: February 21, 2026

1. Acceptance of Terms

By accessing or using the SimplShift platform (“Platform”), you agree to be bound by these Terms of Use. If you do not agree, do not use the Platform.

2. Services

SimplShift provides a cloud-based workforce scheduling and time-tracking application. SimplShift is a scheduling assistance tool only and is not an electronic medical record (EMR), payroll processor, compliance system, healthcare documentation platform, or electronic visit verification (EVV) system.

3. Pilot Program; Beta Services

From time to time, SimplShift may provide access to the Platform or certain features on a pilot, trial, evaluation, or beta basis (collectively, “Pilot Services”).

Pilot Services are provided solely for testing, evaluation, and feedback purposes and may contain errors, defects, bugs, or other inaccuracies that could affect system performance or availability.

Customer acknowledges that Pilot Services are not production-ready and are not intended for operational reliance in connection with mission-critical scheduling, payroll, care delivery, regulatory compliance, or other time-sensitive service coordination activities.

Customer agrees that use of Pilot Services is undertaken voluntarily and entirely at Customer’s own operational risk.

SimplShift makes no warranties, express or implied, regarding the accuracy, completeness, reliability, availability, or performance of Pilot Services, including but not limited to scheduling accuracy, caregiver assignment, notification delivery, or time-tracking functionality.

SimplShift shall not be liable for any damages, losses, missed shifts, caregiver no-shows, service delivery failures, payroll discrepancies, regulatory violations, or operational disruptions arising from or related to Customer’s use of Pilot Services.

Customer assumes full responsibility for independently verifying all schedules, caregiver assignments, attendance, notifications, and service coordination activities during any pilot or beta period.

SimplShift may modify, suspend, or discontinue Pilot Services at any time without notice and without liability.

4. HIPAA; EVV; Prohibited Use

The Platform is not designed to be compliant with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), EVV mandates, or other healthcare regulatory frameworks.

Customer agrees not to upload, enter, transmit, or store any Protected Health Information (PHI), medical records, treatment data, diagnostic information, insurance information, Social Security numbers, or other regulated healthcare data in the Platform.

Any breach of this prohibition may result in immediate suspension or termination of Customer’s account. SimplShift shall not be liable for any damages arising from Customer’s upload or transmission of prohibited data, and Customer assumes all responsibility for any regulatory fines, penalties, or liabilities resulting from such violations.

SimplShift does not enter into Business Associate Agreements (BAAs). Any use of the Platform in connection with PHI is strictly prohibited and undertaken solely at Customer’s risk.

5. Accounts & Security

You are responsible for safeguarding your login credentials and all activity occurring under your account.

Customer agrees to follow commercially reasonable security practices, including the use of strong, unique passwords.

SimplShift reserves the right to require or enforce additional security measures, including multi-factor authentication, to enhance account protection.

6. Subscription & Payment

Subscriptions are billed in advance on a recurring basis and automatically renew unless canceled prior to renewal.

All subscription fees are non-refundable and non-prorated except where required by law.

Subscription tiers represent the maximum permitted caregiver seat capacity during the subscription term. Failure to utilize all purchased seats does not entitle Customer to any refund, credit, or prorated adjustment.

Any changes to the subscription plan, including upgrades or downgrades, will take effect in the next billing cycle, with no refunds or credits provided for unused capacity.

7. Customer Data Responsibility

Customer retains ownership of all data entered into the Platform (“Customer Data”).

Customer is solely responsible for the accuracy, completeness, integrity, legality, reliability, and appropriateness of all Customer Data. SimplShift does not audit, validate, monitor, or independently verify Customer Data.

8. Intellectual Property; Feedback

All right, title, and interest in and to the Platform, including all software, user interfaces, features, workflows, scheduling logic, algorithms, data models, documentation, and related intellectual property, are and shall remain the exclusive property of SimplShift and its licensors and permitted successors and assigns.

Except for the limited right to access and use the Platform in accordance with these Terms, no license or ownership rights in the Platform or any SimplShift intellectual property are granted to Customer.

Customer retains ownership of Customer Data entered into the Platform. However, Customer grants SimplShift and its permitted successors and assigns a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data solely as necessary to provide and improve the Platform.

If Customer provides any suggestions, comments, ideas, enhancements, feature requests, or other feedback relating to the Platform or Pilot Services (“Feedback”), Customer hereby grants SimplShift and its permitted successors and assigns a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, incorporate, commercialize, and otherwise exploit such Feedback for any purpose without restriction or obligation to Customer.

Customer agrees that any improvements, modifications, enhancements, or derivative works of the Platform developed by SimplShift based in whole or in part on Customer Feedback shall be owned exclusively by SimplShift and its permitted successors and assigns.

9. Customer Responsibility

Customer is solely responsible for identifying, reviewing, and correcting any errors, omissions, or discrepancies in Platform-generated schedules, logs, notifications, reports, or operational outputs.

Customer assumes full responsibility for the accuracy and completeness of schedules, shift assignments, caregiver attendance, notifications, and other operational outputs generated by the Platform, and agrees that such outputs must be independently verified prior to reliance for operational, payroll, employment, regulatory compliance, or care delivery purposes.

Customer assumes all risks associated with reliance upon Platform-generated schedules or operational outputs for payroll, employment, care delivery, regulatory compliance, or other operational decisions.

Customer is solely responsible for ensuring that its use of the Platform complies with all applicable local, state, and federal laws and regulations.

10. Service Availability

SimplShift targets high availability but does not guarantee uninterrupted, timely, secure, or error-free service.

SimplShift may perform scheduled maintenance from time to time and will use commercially reasonable efforts to provide advance notice of planned outages where practicable.

SimplShift does not guarantee the accuracy, completeness, or timeliness of notifications, scheduling updates, or assignment status, and Customer assumes full responsibility for verifying all shift details and caregiver attendance independently.

Missed shifts, caregiver no-shows, or service delivery failures resulting from service interruptions, system malfunctions, software defects, platform latency, synchronization failures, or other technical issues shall not constitute a basis for refunds, credits, or liability.

SimplShift is not designed to be the sole or primary system for managing mission-critical shifts or urgent scheduling needs.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless SimplShift, its owners, officers, affiliates, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s use of the Platform, including but not limited to:

• Customer Data
• Violation of these Terms
• Use of the Platform in violation of applicable law
• Upload or transmission of prohibited data including PHI
• Customer’s failure to comply with regulatory, payroll, or recordkeeping obligations
• Employment, wage, or worker classification disputes involving Customer personnel
• Scheduling decisions made by Customer using the Platform
• Failure by Customer personnel to attend, complete, or perform scheduled services
• Acts or omissions of Customer employees, agents, contractors, or caregivers
• Claims brought by Customer’s clients, patients, or third parties relating to services provided or not provided by Customer
• Alleged injury, neglect, or damages arising from Customer’s provision or failure to provide care or services
• Use of third-party integrations or services in connection with the Platform
• Customer’s failure to verify or confirm Platform-generated schedules, caregiver attendance, notifications, or service delivery
• Customer’s failure to act on, verify, or confirm Platform-generated notifications, shift assignments, or caregiver attendance

Customer’s indemnification obligations under this Section shall be joint and several among Customer and its employees, agents, contractors, and authorized users of the Platform.

12. Operational Reliance; Care Delivery Disclaimer

The Platform is provided solely as a scheduling assistance tool and is not a substitute for Customer’s internal systems or procedures to verify shift assignments, caregiver attendance, notifications, or service delivery.

While the Platform may be used to replace Customer’s existing administrative scheduling tools, it is not intended to replace Customer’s internal operational procedures for verifying caregiver attendance, confirming shift fulfillment, or ensuring service delivery, and Customer agrees that the Platform should not be relied upon as the sole system for managing or dispatching caregiver assignments or care delivery services.

Customer acknowledges that notifications provided by the Platform are intended solely as informational tools and assumes full responsibility for ensuring that caregivers receive, acknowledge, and act upon such notifications in a timely manner.

Customer acknowledges that use of the Platform for shift management, caregiver assignment, attendance tracking, or service coordination is undertaken solely at Customer’s operational risk.

Customer assumes full responsibility for confirming shift assignments, caregiver attendance, and service delivery regardless of whether the Platform reflects that a shift is scheduled, assigned, accepted, or in progress.

SimplShift shall not be responsible or liable for missed shifts, late arrivals, caregiver no-shows, failure of caregiver notification, delayed assignment, scheduling discrepancies, or any resulting failure to provide services, whether caused by Customer Data, system malfunction, software defect, platform latency, integration failure, or other technical issues.

Customer acknowledges that the Platform may experience technical issues, including but not limited to software defects, errors, system glitches, synchronization failures, outages, latency, or other malfunctions, and agrees that SimplShift shall not be liable for any operational disruption, missed shifts, delayed services, or care delivery failures resulting from such issues.

Any missed visits, delayed services, or care delivery failures resulting from Customer’s use of or reliance upon the Platform shall not constitute a basis for refunds, credits, or liability.

13. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” SimplShift does not guarantee the accuracy of schedules, assignments, notifications, or that scheduled shifts will be filled or attended, and Customer should verify all shift details independently.

SimplShift does not guarantee the timeliness of services, including notifications, scheduling updates, or caregiver attendance, and shall not be liable for any delays in service delivery, operational disruptions, or financial losses resulting from such delays.

14. Limitation of Liability

To the fullest extent permitted by applicable law, SimplShift’s total aggregate liability arising out of or related to the Platform shall not exceed the total fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim, regardless of cause, including but not limited to platform malfunctions, system outages, software defects, or service interruptions.

To the fullest extent permitted by applicable law, SimplShift shall not be liable for missed shifts, caregiver no-shows, scheduling errors, notification failures, client service failures, payroll errors, or operational disruption, regardless of cause, including but not limited to Customer Data, system malfunction, software defect, platform latency, integration failure, or other technical or non-technical issues.

15. Data Retention

Customer may export Customer Data during an active subscription.

SimplShift may permanently delete Customer Data thirty (30) days after account termination.

Customer is solely responsible for exporting all necessary data prior to termination of the subscription. SimplShift does not guarantee the retrieval or restoration of data after the account is terminated or data is deleted.

16. Dispute Resolution; Governing Law

Customer agrees that any dispute arising out of or relating to these Terms or the use of the Platform shall first be submitted to non-binding mediation.

If mediation is unsuccessful, the dispute shall be resolved by binding arbitration conducted in the Commonwealth of Virginia in accordance with the rules of the American Arbitration Association.

The costs of mediation and arbitration shall be shared equally between the parties unless the arbitrator determines that one party has acted in bad faith, in which case the arbitrator may assign all costs to the responsible party.

These Terms are governed by the laws of the Commonwealth of Virginia.

Any claim must be brought within one (1) year of the event giving rise to the claim.

17. Suspension or Termination

SimplShift reserves the right to suspend or terminate accounts that violate these Terms at its sole discretion.

18. Changes

We may update these Terms from time to time. Continued use of the Platform constitutes acceptance of any updated Terms.

19. Mobile Application Use

These Terms apply to all access to and use of the Platform, including through any SimplShift mobile application or downloadable software made available by SimplShift for use on mobile devices.

Use of any SimplShift mobile application is subject to the same disclaimers, limitations of liability, operational reliance provisions, and indemnification obligations set forth in these Terms.

Customer acknowledges that mobile application functionality, including but not limited to shift notifications, assignment updates, or scheduling changes, may be affected by device settings, operating system limitations, network connectivity, third-party platform services, background application behavior, software defects, synchronization failures, system glitches, data transmission delays, platform latency, outages, or any other technical or non-technical issue, and SimplShift does not guarantee the delivery, receipt, accuracy, or timeliness of such notifications.

Customer assumes full responsibility for verifying shift assignments, caregiver attendance, and service delivery independently of any mobile application display or notification.

Customer acknowledges that delivery of mobile notifications may depend on third-party services, device operating systems, or carrier networks beyond SimplShift’s control, and SimplShift shall not be responsible for any failure of notification delivery, delay, suppression, or inaccessibility resulting from such dependencies.

20. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed from these Terms, and the remaining provisions shall remain in full force and effect.

21. Force Majeure

SimplShift shall not be liable for failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to system malfunctions, network outages, natural disasters, power failures, third-party service failures, or interruptions in telecommunications or hosting services, including but not limited to failures or delays of third-party hosting providers, messaging services, mobile push notification services, telecommunications networks, or cloud infrastructure relied upon by SimplShift.

If a force majeure event continues for a period exceeding thirty (30) days, either party may terminate the agreement without liability.

22. Survival

Termination or expiration of Customer’s access to the Platform shall not relieve Customer of any obligations incurred prior to such termination or expiration.

The provisions of these Terms relating to intellectual property, Customer Data responsibility, prohibited use (including restrictions on the upload or transmission of PHI), indemnification, operational reliance disclaimers, limitation of liability, dispute resolution, and any licenses granted by Customer to SimplShift shall survive any termination or expiration of these Terms.