Terms of Use

1. Acceptance of Terms

"Customer" includes the entity registering for the Platform and all of its employees, agents, contractors, and authorized users.

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. Healthcare Compliance; HIPAA; EVV; Prohibited Use

SimplShift is a general-purpose scheduling and workforce management platform designed for non-medical home care agencies. The Platform is a scheduling assistance tool only and is not an electronic medical record (EMR), healthcare documentation platform, payroll processor, compliance system, electronic visit verification (EVV) system, or medical or clinical workflow system.

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. SimplShift does not offer, and will not enter into, Business Associate Agreements (BAAs). Customer acknowledges that SimplShift is not a Business Associate.

Customer agrees not to upload, enter, transmit, store, or otherwise process 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 upload, entry, transmission, storage, or processing of PHI or other prohibited data constitutes a material breach of these Terms and may result in immediate suspension or termination of Customer’s account, with or without notice.

SimplShift does not support EVV requirements and is not intended for agencies or workflows that are subject to EVV mandates or other regulated healthcare compliance requirements.

Customer is solely responsible for ensuring that its use of the Platform complies with all applicable laws, rules, regulations, licensing requirements, recordkeeping obligations, employment obligations, payroll obligations, healthcare requirements, EVV requirements, and privacy requirements.

Customer agrees not to use the Platform in any manner that would require SimplShift to be compliant with HIPAA, EVV, or any similar healthcare, privacy, regulatory, or compliance framework.

SimplShift shall not be liable for any damages, losses, claims, fines, penalties, regulatory actions, compliance failures, privacy incidents, data breaches, or other liabilities arising from Customer’s upload, entry, transmission, storage, processing, or use of PHI or other prohibited data, or from Customer’s use of the Platform in violation of this Section.

Customer agrees to indemnify, defend, and hold harmless SimplShift, its owners, officers, affiliates, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Customer’s misuse of the Platform, Customer’s upload, entry, transmission, storage, or processing of PHI or other prohibited data, or Customer’s failure to comply with applicable legal, regulatory, healthcare, payroll, employment, privacy, EVV, or recordkeeping obligations.

SimplShift reserves the right to suspend or terminate any account that violates this Section.

4. Accounts & Security

Customer is responsible for safeguarding all login credentials, passwords, account access, and administrative permissions associated with its account. Customer is responsible for all activity that occurs under its account, whether or not authorized by Customer.

Customer agrees to maintain accurate account information and to ensure that only authorized employees, agents, contractors, caregivers, administrators, or other permitted users access the Platform on Customer’s behalf.

Customer agrees not to share account credentials except as expressly permitted by SimplShift, allow unauthorized access to the Platform, create accounts using false or misleading information, impersonate any person or entity, or use the Platform to evade suspension, termination, billing obligations, usage limits, or other restrictions.

Customer agrees to follow commercially reasonable security practices, including the use of strong, unique passwords, appropriate user permissions, and prompt removal of access for users who are no longer authorized to use the Platform.

Customer must promptly notify SimplShift of any suspected unauthorized access, credential compromise, security incident, or misuse of the Platform involving Customer’s account or users.

SimplShift reserves the right to require or enforce additional security measures, including multi-factor authentication, password resets, access restrictions, or account verification procedures, to enhance account protection or reduce security risk.

SimplShift may suspend, restrict, or terminate account access if SimplShift believes an account has been compromised, misused, accessed by unauthorized users, created using false or misleading information, or used in violation of these Terms.

5. Subscription & Payment

Paid subscriptions are billed in advance on a recurring basis and automatically renew unless canceled before the applicable renewal date.

Customer authorizes SimplShift and its third-party payment processor to charge all applicable subscription fees, taxes, and other amounts due using the payment method provided by Customer.

All subscription fees are non-refundable and non-prorated except where required by law or expressly agreed in writing by SimplShift.

Subscription tiers represent the maximum permitted caregiver seat capacity, user capacity, client capacity, feature access, or other usage limits applicable to the selected plan during the subscription term. Failure to use all purchased seats, users, clients, features, or capacity does not entitle Customer to any refund, credit, or prorated adjustment.

Customer is responsible for selecting and maintaining a subscription plan that supports Customer’s actual usage of the Platform. SimplShift may require Customer to upgrade to an appropriate plan if Customer exceeds the limits of its selected subscription tier.

Any changes to a subscription plan, including upgrades, downgrades, feature changes, or capacity changes, will take effect in accordance with SimplShift’s then-current billing practices. Unless SimplShift expressly agrees otherwise in writing, no refunds or credits will be provided for unused capacity, unused features, partial billing periods, downgrades, cancellations, or failure to use the Platform.

SimplShift reserves the right to modify subscription pricing, plan features, usage limits, promotional pricing, discounted pricing, or other billing terms upon renewal of the subscription term or upon reasonable notice where required by law. Unless expressly agreed in writing by SimplShift, no promotional pricing, discounted pricing, founder pricing, launch pricing, courtesy pricing, or program benefit creates any ongoing, perpetual, or guaranteed pricing right.

Customer is responsible for all applicable taxes, duties, levies, assessments, or governmental charges associated with Customer’s purchase or use of the Platform, excluding taxes based on SimplShift’s income.

If Customer’s payment method fails, expires, is declined, or is otherwise unavailable, SimplShift may suspend, restrict, or terminate access to the Platform until all amounts due are paid. Customer remains responsible for all amounts incurred before cancellation, suspension, or termination.

Customer may cancel its paid subscription in accordance with SimplShift’s then-current cancellation process. Cancellation prevents future renewal charges but does not entitle Customer to a refund, credit, or prorated adjustment for any amounts already paid, except where required by law.

No-Charge Accounts, trials, promotional accounts, founder accounts, courtesy accounts, or other no-charge access arrangements are governed by the No-Charge Accounts section of these Terms and do not automatically convert to paid subscriptions unless Customer affirmatively selects or agrees to a paid plan, provides valid billing information, and authorizes payment.

6. Guest, Trial, Promotional, Founder, Courtesy, and Other No-Charge Accounts

From time to time, SimplShift may offer access to the Service without requiring immediate payment. This may include guest accounts, trial accounts, promotional accounts, founder accounts, courtesy accounts, beta accounts, pilot accounts, launch accounts, or any other account or access arrangement that does not require payment at the time access is granted. For purposes of these Terms, all such accounts are referred to as “No-Charge Accounts.”

No-Charge Accounts are provided solely at SimplShift’s discretion. SimplShift may determine, modify, extend, shorten, limit, suspend, or terminate the duration, scope, features, availability, or access rights of any No-Charge Account at any time, with or without notice. No-Charge Accounts are a discretionary privilege and do not create any right, entitlement, expectation, or guarantee of continued access to the Service.

All No-Charge Accounts are subject to these Terms, our Privacy Policy, acceptable-use rules, account restrictions, ownership rights, intellectual property rights, data restrictions, disclaimers, limitations of liability, indemnification obligations, suspension rights, and termination rights in the same manner as paid accounts. Access to the Service without payment does not waive, limit, or modify any obligation, restriction, disclaimer, limitation, condition, or responsibility that applies under these Terms.

SimplShift controls the duration of all No-Charge Accounts. The duration may be stated in writing, displayed within the Service, communicated by email, or determined by SimplShift in its discretion. SimplShift may extend, shorten, or end any no-charge access period at any time.

A No-Charge Account may be converted to a paid subscription only if the account owner affirmatively selects or agrees to a paid plan, provides valid billing information, and authorizes payment under SimplShift’s then-current paid service terms. No-Charge Accounts do not automatically convert to paid subscriptions, and SimplShift will not charge a No-Charge Account unless the account owner has authorized payment.

If a No-Charge Account expires or is otherwise ended, continued access to the Service may require the account owner to separately enroll in a paid subscription plan, accept then-current pricing, provide valid billing information, and authorize payment. If the account owner does not enroll in a paid subscription when required, SimplShift may suspend, restrict, or terminate access to the Service.

SimplShift may impose or modify limits on No-Charge Accounts, including limits on the number of users, caregivers, clients, shifts, schedules, reports, features, storage, usage volume, support availability, access duration, or any other aspect of the Service. Certain features or functionality may be unavailable, limited, modified, or removed for No-Charge Accounts.

No-Charge Accounts are provided “as is,” “as available,” and “with all faults.” To the fullest extent permitted by law, SimplShift disclaims all warranties, representations, conditions, guarantees, and commitments of any kind with respect to No-Charge Accounts, whether express, implied, statutory, or otherwise. This includes any warranties of merchantability, fitness for a particular purpose, non-infringement, availability, uptime, accuracy, reliability, uninterrupted operation, data retention, data recovery, or error-free performance.

SimplShift has no obligation to provide onboarding, training, customer support, technical support, maintenance, service levels, uptime commitments, response-time commitments, data backup, data export, data recovery, or continued access for No-Charge Accounts. Any support or assistance provided for a No-Charge Account is provided at SimplShift’s discretion and may be changed, limited, or discontinued at any time.

No-Charge Accounts are not transferable, assignable, resellable, sublicensable, or available for use by another agency, company, person, or organization without SimplShift’s prior written approval. Account credentials may not be shared except as expressly permitted by SimplShift.

No-Charge Accounts may not be requested, created, accessed, or used for competitive intelligence, reverse engineering, benchmarking, copying, scraping, product research, market research on behalf of a competitor, or any purpose other than a good-faith evaluation or authorized use of SimplShift for the account holder’s own internal business operations.

SimplShift may suspend, restrict, or terminate any No-Charge Account if SimplShift believes the account is being misused, used excessively, used to avoid payment, created using false or misleading information, accessed by unauthorized users, shared improperly, used in violation of these Terms, used in a manner that burdens or risks the Service, used for competitive intelligence, reverse engineering, benchmarking, copying, scraping, product research, or used for any purpose other than a good-faith evaluation or authorized use of SimplShift.

Upon expiration, suspension, or termination of a No-Charge Account, SimplShift may restrict, disable, retain, delete, or otherwise handle account access, account data, and related information in accordance with these Terms, our Privacy Policy, applicable law, and our data retention practices.

7. Early Access, Founder, Launch, and Promotional Programs

SimplShift may, from time to time, offer certain customers access to the Platform, specific features, discounted pricing, promotional benefits, founder benefits, launch benefits, early access features, beta functionality, pilot functionality, preview functionality, or limited-release functionality through an Early Access Program, founder program, launch program, promotional offering, discounted pricing arrangement, or similar program.

Any such program is intended solely to provide early access, promotional access, discounted pricing, limited feature access, beta access, pilot access, preview access, launch access, founder access, or other promotional benefits to selected customers, as determined by SimplShift in its discretion.

Customer acknowledges that early access features, beta functionality, pilot functionality, preview functionality, or limited-release functionality may be newly developed, recently deployed, experimental, incomplete, or subject to change, and may contain errors, defects, bugs, inaccuracies, interruptions, or other issues that could affect performance, functionality, accuracy, reliability, availability, scheduling, notifications, reporting, or other Platform outputs.

Customer agrees that use of any early access feature, beta functionality, pilot functionality, preview functionality, limited-release functionality, promotional program, founder program, launch program, discounted pricing arrangement, or associated benefit is undertaken at Customer’s own operational risk. Customer remains solely responsible for independently verifying all schedules, caregiver assignments, attendance, notifications, reports, payroll information, billing information, and service coordination activities.

SimplShift makes no warranties, express or implied, regarding the accuracy, completeness, reliability, availability, performance, suitability, or continued availability of any early access feature, beta functionality, pilot functionality, preview functionality, limited-release functionality, promotional program, founder program, launch program, discounted pricing arrangement, or associated benefit.

Participation in any such program does not create or confer any ownership interest, equity interest, partnership right, joint venture status, fiduciary relationship, voting right, profit-sharing right, governance right, revenue-sharing right, royalty right, referral right, reseller right, commission right, or other financial interest in SimplShift.

Participation in any such program does not create any agency, partnership, joint venture, employment, fiduciary, franchise, reseller, referral, representative, or exclusive relationship between Customer and SimplShift.

All program benefits, including pricing, discounts, feature access, service levels, support, account access, early access features, beta functionality, pilot functionality, preview functionality, limited-release functionality, or other benefits, are promotional and discretionary. SimplShift may modify, limit, suspend, discontinue, or remove any program, associated benefit, early access feature, beta functionality, pilot functionality, preview functionality, or limited-release functionality at any time, unless SimplShift expressly agrees otherwise in a separate written agreement signed by an authorized representative of SimplShift.

Unless expressly stated otherwise in writing by SimplShift, any discounted pricing, promotional pricing, special access, founder benefit, launch benefit, early access feature, beta functionality, pilot functionality, preview functionality, limited-release functionality, or program benefit is not guaranteed for any specific duration and may be changed upon renewal, at the end of an applicable subscription term, or when the program ends.

Nothing in this Section limits any other disclaimer, limitation of liability, customer responsibility, operational reliance disclaimer, suspension right, termination right, or No-Charge Account restriction set forth in these Terms.

8. Intellectual Property; Feedback

All right, title, and interest in and to the Platform, including all software, source code, object code, user interfaces, screen designs, visual layouts, features, workflows, scheduling logic, algorithms, data models, reports, templates, documentation, training materials, business processes, 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, title, ownership interest, or other rights in the Platform or any SimplShift intellectual property are granted to Customer or any user.

Customer shall not copy, reproduce, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, scrape, extract, monitor, benchmark, or otherwise attempt to derive or use any software, source code, object code, architecture, structure, sequence, organization, algorithms, workflows, screen designs, user interfaces, business processes, trade secrets, or underlying ideas of the Platform, except to the limited extent such restriction is expressly prohibited by applicable law.

Customer shall not access or use the Platform, or allow any third party to access or use the Platform, for purposes of competitive intelligence, benchmarking, product comparison, market research on behalf of a competitor, feature analysis, pricing analysis, copying, product development, or to build, improve, support, market, or assist any competing or similar product, service, platform, software, or commercial offering.

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, display, back up, and store Customer Data solely as necessary to provide, maintain, secure, support, and improve the Platform.

If Customer or any user provides any suggestions, comments, ideas, enhancements, feature requests, recommendations, corrections, or other feedback relating to the Platform or SimplShift’s 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, compensation, attribution, approval, or obligation to Customer or any user.

Customer agrees that any improvements, modifications, enhancements, derivative works, features, functionality, workflows, designs, or other developments of the Platform created, developed, or improved by SimplShift, whether or not based in whole or in part on Customer Feedback, shall be owned exclusively by SimplShift and its licensors and permitted successors and assigns.

All SimplShift names, logos, trademarks, service marks, trade names, branding, and related goodwill are the exclusive property of SimplShift. Customer shall not use SimplShift’s names, logos, trademarks, service marks, or branding without SimplShift’s prior written approval, except as expressly permitted by SimplShift.

9. Customer Responsibility

Customer is solely responsible for all decisions, actions, omissions, workflows, schedules, assignments, communications, payroll entries, billing entries, compliance activities, employment decisions, caregiver management, client service decisions, and operational activities undertaken by Customer or its users in connection with the Platform.

Customer is solely responsible for the accuracy, completeness, legality, reliability, and appropriateness of all Customer Data entered into or used in the Platform, including caregiver information, client information, shift details, availability, schedules, assignments, attendance records, time entries, notes, reports, and account information.

Customer is solely responsible for identifying, reviewing, verifying, and correcting any errors, omissions, inaccuracies, delays, discrepancies, or inconsistencies in Platform-generated schedules, logs, notifications, reports, time records, billing records, payroll records, or other operational outputs.

Customer assumes full responsibility for the accuracy and completeness of schedules, shift assignments, caregiver attendance, notifications, reports, time records, billing information, payroll information, and other operational outputs generated by or entered into the Platform. Customer agrees that such outputs must be independently verified before reliance for operational, payroll, billing, employment, regulatory compliance, service delivery, or care coordination purposes.

Customer assumes all risks associated with reliance upon Platform-generated schedules, notifications, reports, time records, billing information, payroll information, or other operational outputs for payroll, billing, employment, care delivery, regulatory compliance, recordkeeping, or other operational decisions.

Customer is solely responsible for ensuring that caregivers, employees, contractors, administrators, and other users are properly trained, supervised, authorized, and instructed regarding Customer’s internal policies, procedures, scheduling practices, attendance requirements, communication expectations, and use of the Platform.

Customer is solely responsible for maintaining appropriate internal procedures, backup processes, communication methods, and operational controls to verify caregiver attendance, confirm shift coverage, address missed shifts, manage urgent scheduling needs, and ensure service delivery independent of the Platform.

Customer is solely responsible for ensuring that its use of the Platform complies with all applicable local, state, and federal laws, rules, regulations, licensing requirements, employment obligations, wage and hour obligations, payroll obligations, tax obligations, privacy obligations, recordkeeping obligations, and contractual obligations.

SimplShift does not supervise, manage, control, employ, contract with, dispatch, credential, train, or direct Customer’s caregivers, employees, contractors, administrators, clients, or other personnel. Customer remains solely responsible for all acts, omissions, performance, nonperformance, attendance, conduct, and compliance obligations of Customer’s personnel and users.

10. Service Availability

SimplShift will use commercially reasonable efforts to make the Platform available, but SimplShift does not guarantee that the Platform will be uninterrupted, timely, secure, accurate, complete, error-free, or available at any particular time.

The Platform may be unavailable, delayed, limited, interrupted, or affected by scheduled maintenance, emergency maintenance, system malfunctions, software defects, outages, network issues, synchronization failures, data transmission delays, third-party service failures, hosting provider issues, telecommunications issues, device issues, mobile operating system limitations, or other technical or non-technical issues.

SimplShift may perform scheduled or emergency maintenance from time to time and will use commercially reasonable efforts to provide advance notice of planned maintenance where practicable. SimplShift does not guarantee that advance notice will be provided for all maintenance, interruptions, or service disruptions.

SimplShift does not guarantee the delivery, receipt, accuracy, completeness, or timeliness of notifications, scheduling updates, caregiver invitations, assignment status updates, acceptance or decline responses, check-in or check-out records, reports, exports, or other Platform-generated outputs.

Customer assumes full responsibility for independently verifying all shift details, caregiver assignments, caregiver attendance, notifications, reports, time records, billing records, payroll records, and service delivery regardless of whether the Platform is available, unavailable, delayed, inaccurate, or incomplete.

Missed shifts, caregiver no-shows, late arrivals, service delivery failures, payroll discrepancies, billing discrepancies, regulatory issues, operational disruptions, or other losses resulting from service interruptions, system malfunctions, software defects, platform latency, synchronization failures, notification failures, data inaccuracies, Customer Data errors, third-party service issues, or other technical or non-technical issues shall not constitute a basis for refunds, credits, damages, or liability.

SimplShift is not designed to be the sole or primary system for managing mission-critical shifts, urgent scheduling needs, emergency communications, emergency response, clinical care, medical services, or time-sensitive service delivery. Customer is solely responsible for maintaining appropriate backup procedures, communication methods, and operational controls to manage such needs independently of the Platform.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless SimplShift, its owners, officers, affiliates, employees, agents, contractors, licensors, service providers, successors, and assigns from and against any and all claims, demands, damages, losses, liabilities, fines, penalties, settlements, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Customer’s access to or use of the Platform.

Customer’s indemnification obligations include, but are not limited to, claims, damages, losses, liabilities, costs, or expenses arising out of or related to:

• Customer Data;
• Customer’s violation of these Terms;
• Customer’s use of the Platform in violation of applicable law;
• Customer’s upload, entry, transmission, storage, processing, or use of PHI, medical records, Social Security numbers, or other prohibited or regulated data;
• Customer’s failure to comply with legal, regulatory, licensing, payroll, employment, tax, privacy, healthcare, EVV, or recordkeeping obligations;
• Customer’s misuse of any paid account, No-Charge Account, Early Access Program, promotional account, founder account, courtesy account, trial account, or other form of access;
• Unauthorized access to or use of Customer’s account, including credential sharing, compromised credentials, false or misleading account information, or access by unauthorized users;
• Use of the Platform for competitive intelligence, reverse engineering, benchmarking, copying, scraping, product research, or any unauthorized purpose;
• Employment, wage, hour, payroll, tax, worker classification, contractor classification, or caregiver classification disputes involving Customer personnel;
• Scheduling decisions, caregiver assignments, shift changes, cancellations, invitations, notifications, or attendance decisions made by Customer using or in connection with the Platform;
• Failure by Customer personnel to attend, complete, or perform scheduled services;
• Acts, omissions, performance, nonperformance, attendance, conduct, negligence, misconduct, or compliance failures of Customer’s employees, agents, contractors, caregivers, administrators, users, or other personnel;
• Claims brought by Customer’s clients, patients, family members, caregivers, employees, contractors, agencies, regulators, payors, or third parties relating to services provided or not provided by Customer;
• Alleged injury, neglect, abuse, damages, delay, missed service, missed visit, or service failure arising from Customer’s provision or failure to provide care or services;
• Customer’s use of third-party integrations, applications, devices, networks, carriers, messaging services, hosting services, payment processors, or other third-party services in connection with the Platform;
• Customer’s failure to verify, confirm, correct, or act on Platform-generated schedules, caregiver assignments, attendance records, notifications, reports, exports, payroll records, billing records, or other operational outputs; and
• Any dispute between Customer and its employees, contractors, caregivers, administrators, clients, patients, family members, agencies, regulators, payors, or other third parties.

Customer’s indemnification obligations apply regardless of whether Customer accesses the Platform through a paid account, No-Charge Account, Early Access Program, promotional account, trial account, founder account, courtesy account, or any other form of access.

Customer’s indemnification obligations under this Section shall be joint and several among Customer and its employees, agents, contractors, administrators, caregivers, and authorized users of the Platform to the fullest extent permitted by law.

SimplShift reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer, and Customer agrees to cooperate with SimplShift’s defense of such claims.

12. Operational Reliance; Care Delivery Disclaimer

The Platform is provided solely as a scheduling assistance and workforce management tool. The Platform is not a substitute for Customer’s internal systems, procedures, judgment, supervision, communication methods, backup processes, or operational controls.

While the Platform may be used to support or replace certain administrative scheduling tools, it is not intended to replace Customer’s internal procedures for verifying caregiver attendance, confirming shift fulfillment, ensuring service delivery, handling urgent scheduling needs, communicating with caregivers or clients, or managing care delivery services.

Customer acknowledges that use of the Platform for shift management, caregiver assignment, attendance tracking, notifications, reporting, timekeeping, service coordination, payroll support, billing support, or other operational activities is undertaken solely at Customer’s operational risk.

Customer assumes full responsibility for confirming shift assignments, caregiver attendance, caregiver availability, caregiver acceptance or rejection of shifts, check-in and check-out activity, service delivery, and client coverage regardless of whether the Platform reflects that a shift is scheduled, assigned, accepted, declined, in progress, completed, missed, modified, or canceled.

Customer acknowledges that notifications, reminders, alerts, invitations, assignment updates, acceptance or decline responses, check-in or check-out records, reports, exports, dashboards, and other Platform outputs are intended solely as informational and administrative tools. Customer is solely responsible for ensuring that caregivers, employees, contractors, administrators, clients, or other intended recipients receive, understand, verify, and act upon such information in a timely manner.

SimplShift shall not be responsible or liable for missed shifts, late arrivals, caregiver no-shows, failure of caregiver notification, delayed assignment, scheduling discrepancies, inaccurate records, incomplete reports, payroll discrepancies, billing discrepancies, regulatory issues, or any resulting failure to provide services, whether caused by Customer Data, user error, caregiver conduct, system malfunction, software defect, platform latency, synchronization failure, notification failure, third-party service failure, integration failure, or other technical or non-technical issues.

SimplShift shall not be liable for any damages, losses, missed shifts, caregiver no-shows, late arrivals, service delivery failures, payroll discrepancies, billing discrepancies, regulatory violations, operational disruptions, or other losses arising from or related to Customer’s access to or use of the Platform, whether through a paid account, No-Charge Account, Early Access Program, promotional account, trial account, founder account, courtesy account, mobile application, web application, or any other form of access, including but not limited to any errors, defects, bugs, system issues, outages, latency, synchronization failures, notification failures, data inaccuracies, Customer Data errors, user errors, caregiver conduct, or other technical or non-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, data transmission delays, notification failures, reporting errors, export errors, mobile application issues, device issues, or other malfunctions. Customer agrees that SimplShift shall not be liable for any operational disruption, missed shift, delayed service, care delivery failure, payroll discrepancy, billing discrepancy, regulatory issue, or other loss resulting from such issues.

Any missed visits, delayed services, caregiver no-shows, service delivery failures, payroll discrepancies, billing discrepancies, regulatory issues, or operational disruptions resulting from Customer’s use of or reliance upon the Platform shall not constitute a basis for refunds, credits, damages, or liability.

Customer is solely responsible for maintaining appropriate backup procedures, communication methods, escalation processes, staffing controls, and operational safeguards to manage urgent scheduling needs, caregiver no-shows, missed shifts, service disruptions, and time-sensitive client needs independently of the Platform.

13. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMPLSHIFT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, SIMPLSHIFT DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, UPTIME, SECURITY, ERROR-FREE OPERATION, UNINTERRUPTED SERVICE, DATA RETENTION, DATA RECOVERY, OR SUITABILITY FOR CUSTOMER’S BUSINESS, OPERATIONAL, COMPLIANCE, PAYROLL, BILLING, EMPLOYMENT, CARE DELIVERY, OR RECORDKEEPING NEEDS.

SimplShift does not warrant or guarantee that the Platform will meet Customer’s requirements, that the Platform will operate without interruption, delay, defect, outage, error, vulnerability, data loss, synchronization failure, notification failure, reporting error, export error, or other issue, or that any defects or errors will be corrected.

SimplShift does not warrant or guarantee the accuracy, completeness, timeliness, reliability, availability, or usefulness of any schedules, assignments, notifications, invitations, reminders, alerts, acceptance or decline responses, check-in or check-out records, reports, exports, dashboards, time records, billing records, payroll records, or other Platform-generated outputs.

SimplShift does not warrant or guarantee that scheduled shifts will be filled, accepted, attended, completed, accurately recorded, properly reported, timely updated, or successfully communicated to caregivers, administrators, clients, or other users.

SimplShift does not warrant or guarantee that the Platform will comply with any law, regulation, licensing requirement, healthcare requirement, EVV requirement, HIPAA requirement, payroll requirement, employment requirement, tax requirement, privacy requirement, recordkeeping requirement, or Customer-specific contractual obligation.

Customer is solely responsible for determining whether the Platform is suitable for Customer’s intended use and for independently verifying all Platform outputs before relying on them for operational, payroll, billing, employment, regulatory, care delivery, or recordkeeping purposes.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMPLSHIFT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OPERATIONAL DISRUPTION, SERVICE DELIVERY FAILURE, MISSED SHIFT, CAREGIVER NO-SHOW, LATE ARRIVAL, PAYROLL DISCREPANCY, BILLING DISCREPANCY, REGULATORY ISSUE, OR COMPLIANCE FAILURE, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF SIMPLSHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMPLSHIFT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM, THESE TERMS, CUSTOMER’S ACCOUNT, CUSTOMER’S ACCESS TO OR USE OF THE PLATFORM, OR ANY SERVICES PROVIDED BY SIMPLSHIFT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO SIMPLSHIFT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER ACCESSES THE PLATFORM THROUGH A NO-CHARGE ACCOUNT, TRIAL ACCOUNT, PROMOTIONAL ACCOUNT, FOUNDER ACCOUNT, COURTESY ACCOUNT, EARLY ACCESS PROGRAM, OR OTHER ACCESS ARRANGEMENT FOR WHICH CUSTOMER HAS NOT PAID FEES TO SIMPLSHIFT, SIMPLSHIFT’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

The liability limitations in this Section apply regardless of the form of action, whether based in contract, tort, negligence, strict liability, statute, warranty, misrepresentation, product liability, professional liability, or any other legal or equitable theory.

The liability limitations in this Section apply even if any limited remedy fails of its essential purpose and even if SimplShift knew or should have known that damages were possible.

The liability limitations in this Section apply to all claims arising out of or related to Customer’s access to or use of the Platform, including but not limited to claims involving Customer Data, account access, billing, subscriptions, No-Charge Accounts, Early Access Programs, mobile applications, service availability, system outages, software defects, synchronization failures, notification failures, data inaccuracies, reports, exports, schedules, assignments, caregiver attendance, payroll records, billing records, compliance obligations, or third-party services.

15. Data Retention

Customer may export Customer Data during an active subscription or active account access period, subject to Platform functionality, account status, technical availability, and any applicable usage restrictions.

Customer is solely responsible for exporting, downloading, saving, backing up, and preserving any Customer Data that Customer wishes to retain before cancellation, expiration, suspension, termination, or loss of access to the Platform.

SimplShift does not guarantee that Customer Data will remain available after an account is canceled, expired, suspended, terminated, downgraded, or otherwise restricted.

SimplShift may retain Customer Data for a limited period after account termination, cancellation, expiration, or suspension for business, legal, security, backup, audit, fraud prevention, dispute resolution, compliance, or operational purposes, in accordance with SimplShift’s Privacy Policy, applicable law, and internal data retention practices.

Unless a longer retention period is required or permitted by law, SimplShift may permanently delete Customer Data thirty (30) days after account termination, cancellation, expiration, or loss of access.

SimplShift does not guarantee the retrieval, restoration, export, recovery, or continued availability of Customer Data after an account is terminated, canceled, expired, suspended, restricted, or deleted.

Data associated with No-Charge Accounts, trial accounts, promotional accounts, founder accounts, courtesy accounts, Early Access Programs, or other limited-access arrangements may be retained, restricted, disabled, exported, deleted, or otherwise handled in accordance with these Terms, SimplShift’s Privacy Policy, applicable law, and SimplShift’s data retention practices.

Customer acknowledges that backup copies, logs, audit records, security records, billing records, support records, and other residual information may remain in SimplShift’s systems for a limited period after deletion from active systems, subject to SimplShift’s backup, security, legal, and retention practices.

16. Dispute Resolution; Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, Customer’s account, Customer’s access to or use of the Platform, or any services provided by SimplShift shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

Customer agrees that before initiating arbitration or other legal proceedings, Customer will first attempt to resolve any dispute by providing written notice to SimplShift describing the nature of the dispute and the relief requested. The parties agree to make a good-faith effort to resolve the dispute informally for at least thirty (30) days after SimplShift receives such notice.

If the dispute is not resolved through informal efforts, the dispute shall first be submitted to non-binding mediation in the Commonwealth of Virginia, unless SimplShift and Customer agree otherwise in writing.

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, except to the extent those rules conflict with these Terms.

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

Customer and SimplShift agree that any dispute resolution proceeding shall be conducted only on an individual basis and not as a class action, collective action, consolidated action, private attorney general action, or representative proceeding, to the fullest extent permitted by applicable law.

Notwithstanding the foregoing, SimplShift may seek temporary, preliminary, or permanent injunctive relief, equitable relief, or other appropriate relief in any court of competent jurisdiction to protect its intellectual property, confidential information, trade secrets, Platform security, account security, business operations, or rights under these Terms.

Any claim arising out of or relating to these Terms, the Platform, Customer’s account, or Customer’s access to or use of the Platform must be brought within one (1) year after the event giving rise to the claim, or such claim is permanently barred, to the fullest extent permitted by applicable law.

17. Exclusive Remedies

To the fullest extent permitted by applicable law, Customer’s sole and exclusive remedy for any dissatisfaction with, defect in, interruption of, unavailability of, or failure of the Platform or Services is to discontinue use of the Platform and cancel Customer’s subscription.

If SimplShift expressly agrees to provide a service credit, refund, correction, re-performance, or other remedy in connection with a particular event, failure, or claim, that remedy will constitute Customer’s sole and exclusive remedy for that event, failure, or claim.

The limitations set forth in these Terms will apply even if any limited remedy fails of its essential purpose.

18. Suspension or Termination

SimplShift may suspend, restrict, or terminate Customer’s account or access to the Platform at any time if SimplShift believes Customer or any user has violated these Terms, misused the Platform, created risk to SimplShift or other users, failed to pay amounts due, exceeded applicable usage limits, provided false or misleading information, compromised account security, or used the Platform in a manner inconsistent with its intended purpose.

SimplShift may suspend, restrict, or terminate access immediately, with or without notice, if SimplShift believes Customer or any user has uploaded, entered, transmitted, stored, or processed PHI or other prohibited data; used the Platform for competitive intelligence, reverse engineering, benchmarking, copying, scraping, product research, or other unauthorized purposes; shared credentials improperly; allowed unauthorized access; attempted to interfere with Platform security; or used the Platform in violation of applicable law.

SimplShift may also suspend, restrict, or terminate any paid account, No-Charge Account, trial account, promotional account, founder account, courtesy account, Early Access Program access, mobile application access, web application access, or other form of access in accordance with these Terms.

Customer may stop using the Platform at any time. Cancellation or termination of a paid subscription will be handled in accordance with the Subscription & Payment section of these Terms and does not entitle Customer to any refund, credit, or prorated adjustment except where required by law or expressly agreed in writing by SimplShift.

Upon suspension or termination, Customer’s right to access and use the Platform will immediately cease, and SimplShift may disable account access, restrict functionality, prevent login, stop providing services, and handle Customer Data in accordance with these Terms, the Privacy Policy, applicable law, and SimplShift’s data retention practices.

Suspension or termination does not limit SimplShift’s right to pursue any remedies available under these Terms, at law, or in equity, and does not relieve Customer of any obligations incurred before suspension or termination, including payment obligations, indemnification obligations, confidentiality obligations, intellectual property restrictions, data restrictions, or liability arising from Customer’s use or misuse of the Platform.

19. Changes

SimplShift may update, modify, revise, or replace these Terms from time to time in its discretion.

If SimplShift makes material changes to these Terms, SimplShift may provide notice by posting the updated Terms on its website, within the Platform, by email, or through another reasonable method. The updated Terms will be effective as of the date stated in the updated Terms or as otherwise communicated by SimplShift.

Customer is responsible for reviewing these Terms periodically. Customer’s continued access to or use of the Platform after updated Terms become effective constitutes acceptance of the updated Terms.

If Customer does not agree to the updated Terms, Customer must stop using the Platform and, if applicable, cancel its subscription in accordance with the Subscription & Payment section of these Terms.

SimplShift may also modify, update, suspend, discontinue, or replace any part of the Platform, including features, functionality, workflows, reports, mobile applications, pricing, plans, usage limits, support availability, documentation, or access methods, subject to these Terms and applicable law.

20. Mobile Application Use

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

Use of any SimplShift mobile application is subject to the same customer responsibilities, account restrictions, data restrictions, prohibited-use rules, disclaimers, operational reliance provisions, indemnification obligations, warranty disclaimers, limitations of liability, suspension rights, and termination rights set forth in these Terms.

Customer is responsible for ensuring that caregivers, administrators, employees, contractors, and other users who access the Platform through a mobile application are authorized to do so and comply with these Terms, Customer’s internal policies, and applicable law.

Customer acknowledges that mobile application functionality, including but not limited to shift notifications, reminders, invitations, assignment updates, acceptance or decline responses, check-in or check-out activity, scheduling changes, reports, or other Platform outputs, may be affected by device settings, notification permissions, operating system limitations, background application behavior, application updates, network connectivity, carrier services, third-party platform services, synchronization failures, data transmission delays, software defects, system glitches, outages, latency, or other technical or non-technical issues.

SimplShift does not guarantee the delivery, receipt, accuracy, completeness, or timeliness of any mobile notification, push notification, alert, reminder, invitation, assignment update, acceptance or decline response, check-in or check-out record, scheduling change, or other mobile application output.

Customer assumes full responsibility for verifying shift assignments, caregiver attendance, check-in and check-out activity, notifications, scheduling changes, reports, and service delivery independently of any mobile application display, notification, alert, reminder, or other mobile output.

Customer acknowledges that delivery of mobile notifications and application functionality may depend on third-party services, device manufacturers, mobile operating systems, app stores, internet service providers, wireless carriers, cloud infrastructure, or other systems outside SimplShift’s control. SimplShift shall not be responsible for any failure, delay, suppression, inaccessibility, incompatibility, or malfunction resulting from such third-party systems or dependencies.

SimplShift may modify, update, suspend, remove, or discontinue any mobile application or mobile application functionality at any time, subject to these Terms and applicable law.

21. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court, arbitrator, or other tribunal of competent jurisdiction, such provision shall be modified, interpreted, or enforced to the maximum extent permitted by law to most closely reflect the original intent of the provision.

If such modification or interpretation is not possible, the invalid, illegal, or unenforceable provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.

The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of these Terms.

22. Force Majeure

SimplShift shall not be liable for any delay, failure, interruption, degradation, or inability to perform any obligation under these Terms due to circumstances beyond SimplShift’s reasonable control.

Force majeure events include, but are not limited to, natural disasters, severe weather, fire, flood, epidemic, pandemic, public health emergency, acts of war, terrorism, civil unrest, labor disputes, government actions, changes in law, power failures, internet outages, network failures, telecommunications failures, cybersecurity incidents, denial-of-service attacks, third-party service failures, hosting provider failures, cloud infrastructure failures, payment processor failures, app store issues, mobile push notification service failures, messaging service failures, or failures, delays, or interruptions of systems, vendors, networks, platforms, or services relied upon by SimplShift.

SimplShift will use commercially reasonable efforts to resume affected services when practicable, but SimplShift does not guarantee any specific restoration time or continued availability during or after a force majeure event.

If a force majeure event continues for more than thirty (30) days, SimplShift may suspend or terminate affected services without liability. Any termination, suspension, or service disruption resulting from a force majeure event shall not entitle Customer to any refund, credit, damages, or other liability except where required by law or expressly agreed in writing by SimplShift.

23. Survival

Termination, cancellation, suspension, expiration, or loss of access to the Platform shall not relieve Customer of any obligations, responsibilities, restrictions, or liabilities incurred before such termination, cancellation, suspension, expiration, or loss of access.

Any provisions of these Terms that by their nature should survive termination, cancellation, suspension, expiration, or loss of access shall survive, including but not limited to provisions relating to intellectual property, ownership rights, Feedback, Customer Data responsibility, data restrictions, No-Charge Accounts, Early Access Programs, prohibited use, restrictions on competitive intelligence, reverse engineering, benchmarking, copying, scraping, product research, restrictions on the upload or transmission of PHI or other prohibited data, healthcare compliance, customer responsibility, account misuse, indemnification, operational reliance disclaimers, care delivery disclaimers, warranty disclaimers, limitation of liability, data retention, dispute resolution, governing law, attorneys’ fees, equitable relief, and any licenses granted by Customer to SimplShift.

Customer’s payment obligations, indemnification obligations, confidentiality-related obligations, intellectual property restrictions, data restrictions, account-use restrictions, and obligations arising from Customer’s use or misuse of the Platform shall survive any termination, cancellation, suspension, expiration, or loss of access.