Effective: 2021-10-13

These User Terms of Service (the “User Terms”) govern your access and use of Shiftee (the “Services”) of Shiftee Inc (the “Provider”). These User Terms apply to you (the “Authorized User”) as a user of the Services. If there is any difference between the English version and the Korean version of the User Terms of Service, the Korean version should take precedence over the English version.

First things First

These User Terms are Legally Binding

As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “Provider”, “We”, “our” and “us” currently refers to the applicable Shiftee entity in the Contract (defined below).

Customer’s Choices and Instructions

You are an Authorized User of a Company opened and operated by a “Customer”

An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a company (i.e., a unique organization where a group of users may access the Services). If you are joining one of your employer’s companies, for example, Customer is your employer. If you are joining a company created by your manager or owner using his/her email address, he/she is our Customer and he/she is authorizing you to join his/her company.

What This Means for You and for Us

Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a company so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its workspace(s). When an Authorized User (including, you) does any activity within the Services, such as clocking-in/out, leaving a note, submitting a request, etc., which creates data or information (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign locations, or consolidate your company with other company, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please check out our Help Center pages for more details on options available to Customer. Apart from your agreement to this policy, Customer is responsible and obligated to obtain your consent on creating and managing the Customer Data including your personal information.

The Relationship Between You, Customer and Us

As between Provider and Customer, you agree that it is solely Customer’s responsibility to (A) Inform you and any authorized users of any relevant customer policies and practices and any settings that may impact the processing of customer data; (B) Obtain any rights, permissions or consents from you and any authorized users that are necessary for the lawful use of Customer data and the operation of the services; (C) Ensure that the transfer and processing of Customer data under the contract is lawful; and (D) Respond to and resolve any dispute with you and any authorized user relating to or based on Customer data, the Customer’s failure to fulfill these obligations. Provider makes no representations or warranties of any kind, whether express or implied, to you relating to the services, which are provided to you on an “as is” and “as available” basis.

A Few Ground Rules

You and Your Age

You must provide true, accurate and complete information about you when registering and ensure to maintain your account up-to-date. Provider doesn't provide our Services for children under 14 years old. To the extent prohibited by applicable law, the Services are not intended for anyone under 14 years old. Anyone underage person who is 14 years and older must obtain an agreement from a legal representative e.g. a parent. Specific agreement process should be conducted by Customer who is responsible for granting an authorization access to an underage person. You represent that you are the intended recipient of Customer’s invitation to the Services. Shiftee may restrict a user access to the Services or delete a user account if any of the preceding sentence is not true.

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s contract for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract, Customer Terms, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. If it is not our intention or gross negligence, we will have no liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such damages. We will compensate you for the damage caused by our intention or gross negligence in accordance with User Terms, related laws and regulations. Our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.

Application of Consumer Law

Shiftee is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have.

Survival

The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

General Provisions

Email and In-App Notification

Except as otherwise set forth herein, all notices under the Customer Terms of Service and User Terms of Service will be by email individually, although we may instead choose to provide notice to Authorized Users through the Services (e.g., in-app notification, website blog, etc). Notifications pursuant to the contract for services between Shiftee and Customer are provided only to the Customer in accordance with the terms of the contract. Notices to Shiftee should be sent to support@shiftee.io, except for legal notices, which must be sent to legal@shiftee.io. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

3rd Party Affliation Contents and Advertisements

Shiftee may show contents and advertisements of a 3rd party in any form. We will do our best to keep our Services clean and free from unrelated and unwanted contents. Once you've associated, but not limited to, with consuming, using, clicking, signing-up, these user terms do not apply and you agree to proceed with the 3rd party's terms of use whether or not present or not present. Shiftee is not responsible for any damages caused by 3rd party contents and advertisements.

Modifications

Shiftee may change the User Terms or all other individual terms and policies from time to time to the extent that it does not violate the relevant laws and regulations. Shiftee will notify users specifying the date of application and the reason for the revision. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services, individually. You can review the most current version of the User Terms, Acceptable Use Policy and Privacy Policy at any time on our website. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. If you do not agree, you may withdraw from the membership by closing your account.

Governing Law; Venue;

The User Terms, including the Acceptable Use Policy, will be governed exclusively by the laws of the Republic of Korea. If a lawsuit is filed due to a dispute between the supplier and the end user, the Seoul Central District Court shall be the court of competent jurisdiction. Seoul Central District Court (서울중앙지방법원) will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting Shiftee Inc.

Please also feel free to contact us if you have any questions about Shiftee's User Terms of Service. You may contact us at legal@shiftee.io or at our mailing address below:

Shiftee Inc. 13F, 518, Teheran-ro, Gangnam-gu, Seoul, Republic of Korea