Terms of Service

1. Definitions and Interpretations

For purposes of these Terms of Service, the following capitalized terms have the meanings set forth below:

• "Agreement" or "Terms" means these Terms of Service, including all schedules, exhibits, and incorporated policies, as may be amended from time to time.
• "Service" means the XShift AI workforce management platform, including all software, applications (web and mobile), APIs, documentation, updates, and related services provided by MarTech AI.
• "Customer," "you," or "your" means the organization or entity that accepts these Terms and establishes an account to use the Service.
• "End User" means any individual employee, manager, administrator, or other personnel authorized by Customer to access and use the Service.
• "Customer Data" means all electronic data, information, text, images, or other materials submitted, stored, transmitted, or processed by or on behalf of Customer through the Service.
• "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property and proprietary rights worldwide.
• "Subscription Term" means the period during which Customer has an active paid subscription to the Service.
• "Free Tool" means any feature of our public website that can be used without an account, including the free schedule generator and the free overtime calculator.
• "Visitor" means any individual who uses a Free Tool, and any business on whose behalf that individual acts. A Visitor is "you" for the purposes of Sections 2, 3, 10, 11, 12.1, 12.2, 14, 23.11, and 28.

2. Acceptance and Binding Agreement

XShift AI is owned and operated by MarTech AI LLC, a Georgia limited liability company. All references to "we," "us," "our," or "MarTech AI" in these Terms refer to MarTech AI LLC.

2.1 Formation of Agreement

These Terms constitute a legally binding agreement between you and MarTech AI LLC, a Georgia limited liability company. You accept and agree to be bound by these Terms by:

• Clicking an "I Accept," "I Agree," or similar button or checkbox
• Executing an order form or subscription agreement that references these Terms
• Creating an account or user profile
• Accessing or using the Service in any manner
• Using a Free Tool, and again each time you submit content to one
• Visiting a signup or checkout page, entering payment details, or starting a trial or subscription, as described in Section 38.2

2.2 Authority and Representation

By accepting these Terms on behalf of an organization, you represent and warrant that:

• You have full legal authority to bind the organization to these Terms
• You are at least 18 years of age and legally competent to enter into binding contracts
• Your use of the Service does not violate any applicable laws or regulations
• All registration information you provide is accurate, complete, and current

If you do not have such authority or do not agree to these Terms, you must not use the Service.

2.3 Age Requirements

2.4 Applicability

These Terms apply to all users of the Service, including organization administrators, managers, and employees. All users must comply with these Terms. As the Customer, you are responsible for ensuring that all End Users comply with these Terms and for any violations by your End Users.

2.5 Incorporated Policies

The following policies are incorporated by reference and form part of these Terms:

• Privacy Policy: Governs collection, use, and protection of personal information
• Acceptable Use Policy: Defines prohibited uses of the Service (Section 6)
• Data Processing Agreement: Available upon request for customers subject to GDPR or similar data protection laws
• Service Level Agreement (SLA): Available for enterprise subscription tiers

3. Session Recording and Product Analytics (PostHog)

(a) What we record. We use PostHog, Inc. ("PostHog") and Functional Software, Inc. ("Sentry") to capture analytics and session recordings across our website and the logged-in Service. The data captured includes, but is not limited to: pages visited; clicks, taps, scrolls, and mouse movement; on-screen content as displayed during a session (which may include schedules, employee names, wages, and AI Copilot conversations); text typed into the logged-in Service; browser console output; the content, timing, and status of network requests made by the application; device, browser, and approximate location information; and account identity (name, email address, organization, and role). Recordings may be viewed by MarTech AI and by automated agents acting for MarTech AI, including AI agents run on a third-party provider's systems. What is captured can change at any time. See our Privacy Policy for more information.

(b) Masking can change and is not warranted. Recordings, analytics events, and records from our free tools may include anything displayed or typed on our website or in the Service, including but not limited to names, schedules, notes, and AI Copilot messages, and, for the free schedule generator, a record of what the tool read and produced with recognised names replaced by labels. Any masking or name replacement may change at any time, may fail, and is not warranted. You are responsible for what you and your people type and display.

(c) Do not enter secrets outside their fields. If you or your End Users type passwords, verification codes, or other confidential information into fields not designed for them (for example, into the AI Copilot chat, notes, or import tools), that content may be captured in recordings and logs. You are solely responsible for such entries, and you will instruct your End Users not to make them.

(d) Website visitors. Analytics and recording can begin when a page loads, including on signup and checkout pages. Where your connection indicates the EU, EEA, UK, Switzerland, or California, some of it may wait for a choice in our cookie banner, and that estimate can be wrong. By accessing or browsing our website, you accept these Terms and agree to the analytics and recording described in this Section, Section 38, and the Privacy Policy.

(e) Customers and managers. By accepting these Terms, creating an account, or using the Service, you expressly consent to the recording described in this Section for your own use and your authorized managers' use of the Service.

(f) Employee consent is YOUR responsibility, not ours. You acknowledge that MarTech AI has no relationship with your employees, no ability to communicate with them before you add them, and no means to obtain their consent. You — the Customer — are the only party in a position to obtain it. Accordingly, before permitting any employee to log in to the Service, you must: (i) inform the employee that their use of the Service is recorded by PostHog for session replay and analytics as described in this Section and the Privacy Policy; (ii) obtain the employee's consent, in writing or electronically; and (iii) for employees in California or any other two-party-consent jurisdiction, obtain that consent before the employee's first login.

(g) No consent, no login: two options only. You may add employees to the Service and schedule them without giving them login access. Information about them (such as names, schedules, and pay data) may appear in recordings of your managers' sessions. If an employee will log in, you must first obtain their consent under subsection (f). If an employee does not consent, do not provide them login credentials and do not permit them to log in. Your only two options are to obtain the employee's consent or to keep that employee from logging in entirely. Each time you permit an employee to log in, you represent and warrant, on a continuing basis, that you have complied with subsection (f) for that employee.

(h) Proof. You will keep proof of each employee's consent (a signed form or electronic acceptance is sufficient) for as long as that employee has an account on the Service and for three (3) years afterward, and you will provide that proof to MarTech AI within five (5) business days of a written request.

(i) Withdrawn consent. If an employee withdraws consent, you will deactivate that employee's login access promptly and in any event within five (5) business days.

(j) If you break this Section. If an employee uses the Service without having consented, you remain fully responsible and liable for that use. You will defend and indemnify MarTech AI against any resulting claim as provided in Section 12, and we may suspend or terminate accounts to stop ongoing violations.

(k) Future employee consent screen. If the Service later presents employees with their own acceptance screen at first login, that click will constitute the employee's own consent under this Section. Until such a screen exists, these Terms do not claim that any employee acceptance, or any record of one, exists. Managers are responsible for obtaining their employees' consent as set out above.

(l) Retention. Recordings and records may be kept for as long as our providers' settings retain them, and may be deleted at any time.

4. Service Description

4.1 Overview

XShift AI is a cloud-based software-as-a-service (SaaS) platform that provides workforce management functionality, including but not limited to:

• Employee scheduling and shift management
• Time and attendance tracking
• Time-off request management (vacation, sick leave, PTO)
• Labor cost reporting and analytics
• Employee communications and announcements

4.2 Service Modifications

We reserve the right to modify, update, suspend, or discontinue any aspect of the Service at any time, with or without notice, including:

• Adding, removing, or modifying features and functionality
• Changing technical requirements or system specifications
• Implementing updates, patches, and bug fixes
• Modifying the user interface or user experience

We will make commercially reasonable efforts to notify you of material changes that substantially reduce functionality. However, we shall have no liability for any modifications, suspensions, or discontinuations of the Service.

4.3 Service Availability

We strive to provide high availability and reliability, but the Service is provided on an "AS IS" and "AS AVAILABLE" basis. We do not guarantee uninterrupted access or any specific uptime percentage. Scheduled maintenance windows may occur with advance notice. See Section 10 for disclaimers and Section 11 for limitations of liability.

5. License Grant and Restrictions

5.1 Limited License

Subject to your compliance with these Terms and timely payment of all fees, MarTech AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to:

• Access and use the Service solely for your internal business operations
• Permit your authorized End Users to access and use the Service in accordance with these Terms
• Upload and store Customer Data in the Service

5.2 License Restrictions

You shall not, and shall not permit any End User or third party to:

• Copy, modify, adapt, translate, or create derivative works of the Service
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service
• Use the Service to develop, build, train, or improve (directly or indirectly) a competing product or service
• Circumvent or disable any security, access control, or usage limit features of the Service
• Use automated scripts, bots, or data mining tools to access or extract data from the Service
• Probe, scan, or test the vulnerability of the Service or breach security or authentication measures
• Access the Service through any means other than the interfaces expressly provided by MarTech AI
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure
• Attempt to gain unauthorized access to the Service, accounts, systems, or networks
• Use the Service in any manner that violates applicable laws or regulations

Violation of these restrictions is a material breach of these Terms and may result in immediate termination of your license and account, civil liability, and/or criminal prosecution.

5.3 Reservation of Rights

All rights not expressly granted to you in these Terms are reserved by MarTech AI and its licensors. No implied licenses are granted.

6. Account Registration, Security, and Acceptable Use

6.1 Account Registration

To use the Service, you must create an account by providing accurate, complete, and current registration information. You represent and warrant that:

• All information provided during registration is truthful, accurate, and complete
• You will promptly update your account information to maintain its accuracy
• You will not register using false identities or impersonate any person or entity
• You will not create multiple accounts for fraudulent purposes

We reserve the right to reject, suspend, or terminate any account registration at our sole discretion.

6.2 Account Security and Credentials

You are solely responsible for:

• Maintaining the confidentiality of your account passwords, API keys, and authentication credentials
• All activities that occur under your account, whether authorized or unauthorized
• Implementing appropriate security measures, including strong passwords and multi-factor authentication
• Restricting access to your devices and ensuring End Users maintain secure credentials
• Immediately notifying us of any unauthorized use, security breach, or compromise of your account

WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN ACCOUNT SECURITY OR PROMPTLY REPORT SECURITY INCIDENTS.

6.3 Acceptable Use Policy

You agree to use the Service only for lawful purposes and in compliance with these Terms. You shall not, and shall not permit any End User to:

A. Legal Compliance Violations:

• Violate any applicable local, state, national, or international law or regulation
• Infringe or misappropriate the Intellectual Property Rights of MarTech AI or any third party
• Violate the privacy, publicity, or other personal rights of any third party
• Engage in any discriminatory, harassing, abusive, or threatening conduct
• Violate export control laws or regulations

B. Security and Integrity Violations:

• Transmit viruses, malware, ransomware, trojans, worms, time bombs, or any malicious code
• Attempt to probe, scan, penetrate, or test the vulnerability of the Service or any related system or network
• Breach or circumvent any security, authentication, access control, or rate-limiting measures
• Gain unauthorized access to the Service, other user accounts, computer systems, or networks
• Interfere with or disrupt the Service, servers, or networks connected to the Service
• Launch denial-of-service (DoS) attacks or distributed denial-of-service (DDoS) attacks
• Introduce any backdoors, logic bombs, or other malicious functionality

C. Misuse and Abuse:

• Use the Service to send spam, bulk emails, or unsolicited commercial communications
• Engage in phishing, social engineering, or fraudulent activities
• Harvest, scrape, or collect user information without consent
• Use automated tools, bots, spiders, or scrapers to access the Service (except search engine crawlers)
• Overload, flood, or spam the Service or engage in excessive API calls
• Resell, rent, lease, or provide bureau services using the Service without our written permission
• Use the Service for benchmarking or competitive analysis purposes
• Access or use the Service if you are an employee, contractor, founder, officer, or agent of a competing workforce scheduling or management software company, without our prior written consent
• Copy, replicate, reverse-engineer, or derive any features, workflows, designs, or functionality of the Service for use in a competing product. Such conduct constitutes misappropriation of trade secrets and infringement of our intellectual property rights, and is illegal under applicable law
• Create, store, or transmit content that is illegal, obscene, defamatory, or harmful

D. Data and Privacy Violations:

• Collect, store, or process personal data in violation of applicable data protection laws
• Upload Customer Data containing sensitive personal information (e.g., SSNs, credit card numbers, health data) unless you have implemented appropriate safeguards and obtained necessary consents
• Use the Service to process data of individuals who have not provided appropriate consent

6.4 Enforcement and Consequences

We reserve the right, but have no obligation, to:

• Monitor use of the Service for compliance with these Terms
• Investigate suspected violations and take appropriate action
• Remove, disable, or restrict access to any Customer Data that violates these Terms
• Suspend or terminate accounts that violate these Terms, with or without notice
• Immediately suspend or permanently terminate, without notice or refund, any account we reasonably believe belongs to an individual or entity that develops, operates, or works for a competing workforce scheduling or management software company
• Report suspected criminal activity to law enforcement authorities
• Cooperate with law enforcement investigations

Violations may result in civil liability, criminal prosecution, and liability for damages, costs, and attorneys' fees.

6.5 Competing Software Companies

Access to the Service by individuals or entities that develop, operate, market, or work for a competing workforce scheduling or management software product is strictly prohibited without our prior written consent. We reserve the right to immediately and permanently terminate any such account, with or without notice, and without any obligation to provide a refund. We will actively enforce this policy. By creating an account, you represent and warrant that you are not affiliated with any competing software company.

6.6 Monitoring and Auditing

We reserve the right (but have no obligation) to monitor your use of the Service, including Customer Data, to ensure compliance with these Terms, protect our systems and other customers, prevent fraud, and comply with legal obligations. You acknowledge that such monitoring may occur and consent to it.

6.7 Export Control and Sanctions Compliance

The Service and associated software may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and economic sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC).

You represent, warrant, and covenant that you will not:

• Access or use the Service from, or on behalf of any person or entity located in, any country or region subject to comprehensive U.S. sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• Use the Service if you are identified on any U.S. government restricted parties list, including the Specially Designated Nationals (SDN) List, Denied Persons List, or Entity List
• Export, re-export, or transfer the Service or any related technical data to any prohibited destination or person without obtaining required U.S. government authorizations
• Use the Service in violation of any applicable export control or sanctions laws and regulations

We reserve the right to suspend or terminate your account immediately without notice if we reasonably believe you are in violation of applicable export control or sanctions laws. You agree to indemnify and hold us harmless from any liability arising from your violation of export control laws.

7. Subscription Fees, Payment Terms, and Billing

7.1 Subscription Plans and Pricing

XShift AI offers multiple subscription tiers with varying features, user limits, and pricing. Current pricing is available on our website at www.xshift.ai/pricing. Fees are denominated and invoiced in U.S. Dollars. The checkout page may offer to present and charge the fee in another currency; where it does, the amount charged is calculated by our payment processor at the exchange rate it applies at the time of each charge, which includes the processor's currency-conversion charge, may differ from the rate shown at any earlier time, and may differ from one charge to the next. The U.S. Dollar fee governs. Payment in a currency other than U.S. Dollars is an election you make on the checkout page, and you may elect U.S. Dollars instead. A difference between charges, or between the amount shown and the amount your bank or card issuer debits, is not a price change under Section 7.4, is not a billing error, and is not a defect in the Service. Per-user fees can be charged for every account in your organization that is not deactivated, including managers, administrators, and people who never sign in, and the number of accounts used for any charge can be wrong, late, or different from the number shown on any page, film, email, or invoice. You are responsible for deactivating every account you do not want charged and for checking each charge. A difference in that number is not a billing error, a price change under Section 7.4, or a defect in the Service.

7.2 Payment Authorization and Processing

By subscribing to the Service, you authorize MarTech AI to charge your designated payment method for all applicable fees. Payment processing is performed by Stripe, Inc. under its own terms. Card details are entered into fields provided by Stripe.

You represent and warrant that:

• You have the legal right to use the payment method provided
• All payment information is accurate and current
• You will maintain sufficient funds or credit to cover all charges
• You will promptly update payment information if it changes or expires

7.3 Billing Cycle and Automatic Renewal

Subscriptions are billed in advance on a monthly or annual basis, as selected during signup. Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date.

Automatic charges will occur on:

• The end of any free trial, or your initial signup date where no trial applies, or any later date our payment processor sets
• Each monthly or annual anniversary thereafter
• Immediately upon upgrading to a higher-tier plan (prorated)

7.4 Price Changes

XShift AI reserves the right to modify subscription pricing at any time without prior notice. Price changes will take effect:

• Immediately for new subscriptions
• At your next renewal date for existing subscriptions

Price changes will be posted on our website. Your continued use of the Service after a price change constitutes acceptance of the new pricing. If you do not agree to the new pricing, you may cancel your subscription before your next renewal date.

A change in the amount charged that results only from currency conversion or exchange-rate movement is not a modification of pricing under this Section.

7.5 Failed Payments and Late Fees

If a payment fails (due to insufficient funds, expired card, or other reasons):

• Our payment processor may retry the payment on a schedule that can change
• Your account may be suspended during this period, restricting access to certain features
• If payment remains unsuccessful, your account may be suspended or terminated, and your data may be deleted, at any time
• You remain liable for all unpaid fees, plus any collection costs, late fees (up to 1.5% per month or the maximum permitted by law), and legal fees incurred

7.6 Refund Policy

ALL PAYMENTS ARE NON-REFUNDABLE. XShift AI does not provide refunds or credits for any partial subscription periods, unused services, or dissatisfaction with the Service, except as required by applicable law.

Specifically, no refunds or credits will be issued for:

• Partial month or partial year cancellations
• Unused subscription time or features
• Accounts terminated by us due to your breach of these Terms
• Voluntary downgrades or cancellations
• Dissatisfaction with the Service
• Unused features or services within your subscription tier
• Any difference arising from currency conversion, exchange-rate movement between charges, the conversion charge included in a non-U.S.-Dollar price, or any fee, charge, or exchange rate applied by your bank, card issuer, or payment network
• Any other reason, except as explicitly required by law

If you cancel your subscription, you will continue to have access to the Service through the end of your current billing period, but no refund will be provided for the remaining time.

7.7 Taxes and Governmental Fees

All fees are exclusive of federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your subscription, except for taxes based on MarTech AI's income.

If we are required to collect or remit Taxes, such amounts will be added to your invoice. You agree to provide any tax identification information reasonably requested to comply with tax obligations.

You are also responsible for any foreign-transaction, cross-border, currency-conversion, or similar fee that your bank, card issuer, or payment network applies to a charge, whether the charge is made in U.S. Dollars or in another currency.

7.8 Subscription Changes and Prorating

Upgrades: If you upgrade to a higher-tier plan mid-cycle, you will be charged immediately for the prorated difference, and your billing cycle will remain unchanged.

Downgrades: If you downgrade to a lower-tier plan, the change takes effect at your next renewal date. No prorated refunds or credits are provided.

7.9 Free Trial Terms

XShift AI may offer free trial subscriptions for new customers. The following terms apply to all free trials:

• Free trials are limited to one per customer and may not be transferred or shared
• Valid payment information must be provided before starting a trial
• You will be automatically charged at the end of the trial period unless you cancel before the trial expires
• We reserve the right to determine eligibility for free trials and may deny trials at our sole discretion
• Trial abuse (creating multiple accounts, using fake information, etc.) may result in immediate termination and legal action
• All terms of service apply during the trial period
• The checkout page, including but not limited to its price, currency, total, trial length, first-charge date and wording, can be wrong, out of date, rounded or translated, and can differ from what our payment processor charges. The fees in Section 7 and the amount our payment processor charges govern. You are responsible for reviewing every charge, and MarTech AI is not liable for any difference

7.10 Payment Authorization

By providing payment information and subscribing to XShift AI, you authorize us to:

• Charge your payment method on a recurring basis according to your chosen billing cycle (monthly or annual)
• Automatically renew your subscription and charge your payment method at each renewal date
• Update your payment information automatically if provided by your card issuer or payment processor
• Charge your payment method for any additional fees, upgrades, or overage charges as applicable

If payment fails for any reason, we may suspend or terminate your access to the Service immediately. You remain responsible for all unpaid amounts.

7.11 Service Modifications and Discontinuation

XShift AI reserves the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice, and without liability to you. This includes but is not limited to:

• Adding, removing, or changing features and functionality
• Modifying system requirements or supported platforms
• Changing API endpoints, integrations, or third-party services
• Discontinuing support for specific browsers, devices, or operating systems
• Temporarily or permanently suspending the Service for maintenance or updates

MarTech AI has no obligation to notify you of any change. No refunds or credits will be provided for service modifications or discontinuation.

7.12 Promotional Codes and Free Access

XShift AI may offer promotional codes, discount coupons, or free access periods at our sole discretion. The following terms apply:

• No Guaranteed Duration: Promotional codes and free access offers do not guarantee permanent free access. We reserve the right to revoke, modify, or discontinue promotional offers at any time without prior notice.
• Conversion to Paid Service: We may convert free or discounted accounts to paid subscriptions at our current standard pricing at any time. Continued use of the Service after such conversion constitutes acceptance of the new pricing terms.
• No Refunds for Promotional Credits: Promotional discounts, credits, or free periods have no cash value and are non-refundable.
• Terms Subject to Change: We reserve the right to modify promotional offer terms, eligibility requirements, or redemption limits at any time without notice.
• One-Time Use: Unless otherwise stated, promotional codes are limited to one use per customer and may not be combined with other offers.
• Abuse Prevention: We reserve the right to deny or revoke promotional access if we detect abuse, fraud, or violation of these Terms.
• Conditional Promotional Offers: Promotional codes and free access periods are granted subject to the following conditions: (a) active use of the Service, including rolling out the Service to your team; (b) provision of feedback to XShift AI regarding your experience with the Service; and (c) participation in product testing when reasonably requested. If these conditions are not met within fourteen (14) days of the promotional code being applied, XShift AI reserves the right to revoke the promotional offer and begin billing at standard pricing at the next billing cycle. Continued use of the Service after such revocation constitutes acceptance of standard pricing terms.

7.13 Email Communications and Notifications

By creating an account and using the Service, you consent to receive transactional email communications from XShift AI that are necessary for the operation of the Service. These emails include, but are not limited to:

• Shift Notifications: New shift assignments, shift changes, shift cancellations, and shift reminders
• Time-Off Communications: Time-off request approvals, denials, and status updates
• Work-Related Announcements: Manager communications, schedule updates, and organizational notifications
• Account and Security Notifications: Account verification, password resets, security alerts, and login notifications
• Billing Notifications: Payment confirmations, failed payment alerts, subscription renewals, and billing updates
• Service Updates: Changes to Terms of Service, Privacy Policy updates, and critical service maintenance notices

Email Address Accuracy: You agree to provide and maintain a current, accurate, and frequently monitored email address. You are responsible for ensuring you receive and review all emails sent to your registered email address. Failure to receive emails due to spam filtering, incorrect email addresses, or failure to check email does not excuse non-compliance with notifications or deadlines.

Marketing Communications: XShift AI does not currently send marketing, promotional, or non-essential communications. If we introduce such communications in the future, you will have the ability to opt out of marketing emails while continuing to receive essential service notifications.

Email Delivery: Emails can be delayed, filtered as spam, bounced, sent to an old or wrong address, skipped because a setting is off or an address is refused, or never sent. Delivery is not guaranteed, and you must not rely on any email as the only notice to anyone.

7.14 Manager Authority for Time-Off Management

Creating Time-Off on Behalf of Employees

• Time-off created by managers is automatically approved and does not require separate employee approval
• An email may be sent to the employee's address on file when time-off is created on their behalf; delivery is not guaranteed (see Email Delivery above)
• Time off can be saved for a day on which the person is scheduled or has clocked in. Approving time off can take the person off shifts on those dates, including shifts you still need, and can miss shifts, such as an overnight shift or a shift at another location. Time off added by a manager or the AI Copilot can leave the person on their shifts. You are responsible for checking the schedule after every time-off decision.

Editing Time-Off Records

• Managers can change existing time-off records, including the end date, type, and reason. A change can be saved wrongly, and a record of it can be missing or wrong.
• An email describing changes to their time-off may be sent to the employee's address on file; delivery is not guaranteed

Time-Off Records Can Be Lost

Time-off records can be deleted, changed, or lost, including when an account or workspace is removed or through any matter in Section 30.1. You must keep your own record of every time-off decision your legal obligations require.

7.15 Email Verification and Trial End Lock

Existing Customers: If you created your account before August 3, 2026, email verification is not required. You will never be locked out for not verifying your email. This provision applies only to new customers who sign up on or after August 3, 2026.

Trial Period Email Verification (New Customers Only): During your free trial, we will send daily reminders to confirm your email address. You may dismiss these reminders, and they will reappear the next day.

Final Three Days: When three or fewer days remain in your trial, email confirmation reminders become non-dismissible and prominently display the trial end date. This ensures you receive final notice before your trial expires.

At Trial End: When your trial period ends, if your email address has not been confirmed, your account access will be restricted. You will be able to access:

• Billing information and payment history
• The Stripe billing portal (to manage subscription or cancel)

All other features, including the dashboard, schedules, and employee management, will be inaccessible until you confirm your email address by clicking the verification link sent to your email. Email verification is completed by clicking a link or entering a six-digit code sent to your registered address.

Your Responsibility: You are solely responsible for:

• Providing an accurate, current, and monitored email address
• Checking your email inbox and spam folder for verification messages
• Verifying your email address before your trial ends if you wish to continue using the Service

Failure to receive emails due to incorrect email address, spam filtering, or your own failure to monitor email does not extend your trial or prevent the lock from taking effect.

7.16 Wage and Compensation Data

Collection and Storage: When you import employee rosters or manually enter employee information, the Service may collect wage and compensation data, including:

• Hourly rates or wages
• Annual salaries
• Pay type classification (hourly, salary, or not tracked)

Use and Display: Wage data is used solely for:

• Calculating labor costs and overtime estimates displayed in manager dashboards
• Generating labor cost reports and analytics (managers only)
• Supporting internal scheduling and workforce planning

Access Control: Wage data is visible only to managers and administrators of your organization. Employees cannot access wage data for themselves or other employees through the Service.

No Third-Party Sharing: Wage data is never shared with third parties, sold, or used for benchmarking or competitive analysis. It is retained solely for your organization's internal use.

7.17 Photo, Image, and File Extraction

How It Works: When you upload photos, images, or PDF files containing employee rosters, staff lists, schedules, or similar information, including through the free schedule generator, the Service sends them to OpenAI's AI models to read the information in them.

Data Transmission: By uploading any photo, image, or file to the Service, you acknowledge and agree that:

• The image or file is sent to OpenAI's servers as submitted, before any automated removal of text described in the Privacy Policy, and its handling by OpenAI is governed by OpenAI's own terms and privacy policy
• XShift AI does not keep a copy of the uploaded image or file itself; information read from it may be stored in your account or, for the free schedule generator, in the temporary workspace described in Section 28

Consent Responsibility: You represent and warrant that:

• You have the right to upload any image or file you submit
• Every individual whose information or likeness appears in an uploaded image or file has already consented to its collection and processing, including processing by OpenAI's artificial intelligence

AI Extraction Accuracy: The extraction process is powered by artificial intelligence and may contain errors, including:

• Incorrect or incomplete extraction of names or email addresses
• Misidentification of roles or positions
• Failure to identify some individuals in the image

You are solely responsible for reviewing extracted data before importing it into your organization. Do not import extracted employee data without verifying its accuracy.

7.18 Artificial Intelligence and Automated Scheduling — Accuracy Disclaimer

No Accuracy Guarantee: XShift AI uses artificial intelligence to generate schedules, assign shifts, predict labor costs, extract employee information from images, and analyze workforce data. These AI systems may produce errors.

MarTech AI makes NO guarantee that:

• AI-generated schedules are accurate or optimal
• Shift assignments comply with labor laws, union rules, collective bargaining agreements, or your company policies
• Labor cost predictions are accurate
• Employee information extracted from photos is correct
• Rules or constraints are correctly applied
• The Service will not recommend or create unlawful or discriminatory schedules

Your Responsibility: You are solely and entirely responsible for:

• Reviewing all AI-generated schedules before publishing or implementing them
• Verifying that schedules comply with all applicable federal, state, and local labor laws
• Ensuring schedules comply with union contracts and collective bargaining agreements (if applicable)
• Verifying that schedules comply with your company's policies and practices
• Ensuring schedules do not violate employee rights, contracts, or agreements
• Not publishing any schedule without independent human review and approval

No Liability for AI Errors: MarTech AI shall not be liable for any damages, costs, penalties, or other harm resulting from inaccurate AI-generated schedules, incorrect shift assignments, labor law violations, or any other AI system error, whether or not such error is discovered before or after implementation.

7.19 Schedule Logs and Run History — Use Restrictions

What Schedule Logs Show: The "Schedule Log" feature displays an explanation of why the most recent schedule generation or auto-assignment run resulted in unfilled shifts or other outcomes. The log shows:

• Shifts that were not filled and the stated reasons
• Rules or constraints that were applied
• Employee unavailability or conflicts detected by the system

Information ONLY — Not Legally Binding: Schedule logs are informational output from the scheduling algorithm. They are NOT:

• Guaranteed to be accurate, complete, or truthful
• A legal explanation of why specific employees were or were not scheduled
• Evidence that scheduling decisions were made in compliance with law
• Suitable for use in litigation, arbitration, administrative proceedings, or regulatory investigations
• A substitute for human judgment or independent compliance review

No Use for Legal Proceedings: You may NOT use schedule logs or run history as evidence in any legal dispute, court proceeding, arbitration, or regulatory investigation without independent verification by qualified legal counsel. Any reliance on schedule logs alone as proof of compliance or lawfulness is entirely at your own risk.

Retention: Schedule logs are retained for your reference and may be used for internal review and auditing. Logs are not retained indefinitely and may be deleted after a period determined by MarTech AI in our sole discretion.

7.20 Post-Payment Monitoring and Completion Tracking

Setup Completion Monitoring: After you complete payment for a XShift AI subscription via Stripe checkout, MarTech AI may monitor whether you complete account setup (password creation and organization configuration).

Completion Tracking: If account setup is not completed within ten (10) minutes of payment, MarTech AI may:

• Send automated reminder emails (at approximately 10 minutes and 24 hours after payment)
• Log account setup status for internal purposes
• Alert MarTech AI personnel of incomplete setup accounts for potential customer outreach

Data Involved: Setup monitoring may use, including but not limited to, your email address, account registration status, checkout and payment status, and the records described in Section 38.1.

Record Retention: Records of payment status and setup completion are retained for accounting, audit, and dispute resolution purposes as required by law.

8. Customer Data and Intellectual Property

8.1 Customer Data Ownership

You Own Your Data.

As between you and MarTech AI, you retain all right, title, and interest (including all Intellectual Property Rights) in and to your Customer Data. We claim no ownership rights over Customer Data. Your Customer Data is yours, and you may export it at any time.

8.2 License to Process Customer Data

To enable us to provide the Service, you grant MarTech AI a worldwide, non-exclusive, royalty-free license to access, use, process, copy, distribute, perform, export, and display Customer Data solely as necessary to:

• Provide, maintain, and improve the Service
• Perform our obligations under these Terms
• Comply with applicable laws and legal processes
• Prevent fraud, security threats, and technical issues
• Create aggregated, de-identified analytics (which we may use and retain indefinitely)

This license terminates when you delete Customer Data or upon termination of these Terms (subject to our retention policies).

8.3 Customer Data Responsibilities and Warranties

You represent, warrant, and covenant that:

• You own or have obtained all necessary rights, consents, and permissions to provide Customer Data to us and grant the license above
• Customer Data does not and will not violate any laws, regulations, or third-party rights (including privacy, intellectual property, or contractual rights)
• You have provided all required privacy notices to individuals whose data is included in Customer Data
• You have obtained all necessary consents for collection, use, and processing of personal data in Customer Data
• Customer Data does not contain viruses, malware, or harmful code
• You have implemented appropriate security measures for Customer Data before uploading it to the Service

You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data.

8.4 Prohibited Data

You shall not upload or store in the Service:

• Credit card numbers, financial account numbers, or payment card data (PCI data)
• Protected health information (PHI) subject to HIPAA without a signed Business Associate Agreement
• Social Security numbers or government-issued identification numbers (unless encrypted and necessary for payroll integration)
• Classified government information or export-controlled data
• Content that is illegal, defamatory, obscene, pornographic, or harmful

8.5 Data Processing Agreement (DPA)

For customers subject to GDPR, UK GDPR, California Privacy Rights Act (CPRA), or other applicable data protection laws that require a Data Processing Agreement, MarTech AI provides a comprehensive DPA that governs our processing of your Customer Data as a Data Processor.

When a DPA is Required:

• You are located in, or process personal data of individuals located in, the European Economic Area (EEA), United Kingdom, or Switzerland
• Your organization is subject to GDPR, UK GDPR, or other data protection laws requiring controller-processor agreements
• You process personal data of California residents under the CPRA (which requires business associate agreements for certain data processors)
• Your internal compliance policies or contractual obligations with your customers require a DPA with your service providers

DPA Key Provisions: Our standard DPA includes:

• Definitions of Controller, Processor, and Personal Data aligned with GDPR Article 4
• Scope and purpose of data processing activities (shift scheduling, time tracking, workforce management)
• Your instructions for data processing and our obligations under GDPR Article 28
• Confidentiality commitments for personnel who process personal data
• Security measures (technical and organizational) to protect personal data
• Sub-processor authorization and requirements (with right to object to new sub-processors)
• Data subject rights assistance (access, rectification, erasure, portability)
• Data breach notification, where and as required by applicable law
• Data retention and deletion procedures upon termination
• Audit rights and demonstration of compliance
• Standard Contractual Clauses (SCCs) for international data transfers (EU Commission-approved 2021 SCCs)
• Limitation of liability and indemnification provisions

How to Request a DPA:

• Email your request to contact@xshift.ai with the subject line "DPA Request"
• Include your organization name, account email, and jurisdiction (e.g., "EU," "UK," "California")
• We will provide our standard DPA template within 5 business days
• Review, execute, and return the signed DPA (DocuSign or wet signature accepted)
• The DPA becomes effective upon mutual execution and supplements these Terms of Service

Standard Contractual Clauses (SCCs): For customers transferring personal data from the EEA, UK, or Switzerland to the United States, our DPA automatically incorporates the European Commission's Standard Contractual Clauses (Module Two: Controller-to-Processor transfers) as approved on June 4, 2021. These SCCs ensure GDPR-compliant international data transfers.

Note: Enterprise customers may request customized DPA provisions subject to mutual agreement. Custom DPAs typically require Legal and Security review and may incur additional fees or require an Enterprise subscription tier.

8.6 MarTech AI Intellectual Property

The Service, including all software, technology, designs, algorithms, user interfaces, documentation, logos, trademarks, and related intellectual property, is and remains the exclusive property of MarTech AI and its licensors.

Protected elements include but are not limited to:

• Source code, object code, and algorithms
• Visual designs, layouts, and user interface elements
• "XShift AI" and "MarTech AI" trademarks and logos
• Documentation, training materials, and marketing content
• Trade secrets, know-how, and proprietary methodologies

These Terms do not grant you any rights to MarTech AI's intellectual property except the limited license in Section 5.

8.7 Feedback and Suggestions

If you provide ideas, suggestions, feedback, or recommendations regarding the Service ("Feedback"), you grant MarTech AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you (including attribution or compensation).

8.8 Data Export and Portability

You may export Customer Data at any time through the Service's data export features (available in JSON and CSV formats). Export your data before your subscription ends — once it ends, the export features are no longer accessible.

9. Your Legal Responsibilities and Compliance

9.1 Employment Law Compliance

YOU ACKNOWLEDGE AND AGREE THAT:

A. XShift AI Is Not a Legal Advisor

• XShift AI provides software tools for scheduling, time-tracking, and workforce management ONLY
• We do NOT provide legal advice, employment law guidance, or compliance recommendations
• We are NOT attorneys, accountants, HR consultants, or licensed professionals
• Nothing in the Service should be construed as legal, tax, accounting, or professional advice

B. You Are Solely Responsible for Employment Law Compliance

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ENSURING YOUR COMPLIANCE WITH ALL APPLICABLE EMPLOYMENT LAWS, including but not limited to:

• Federal Laws: Fair Labor Standards Act (FLSA), Family and Medical Leave Act (FMLA), Americans with Disabilities Act (ADA), Title VII Civil Rights Act, National Labor Relations Act (NLRA), Pregnant Workers Fairness Act (PWFA), Uniformed Services Employment and Reemployment Rights Act (USERRA)
• State and Local Wage/Hour Laws: Overtime calculation, daily overtime (California), meal break requirements, rest break requirements, minimum wage, prevailing wage, split-shift premiums
• Predictive Scheduling Laws: "Fair Workweek" ordinances in San Francisco, Seattle, New York City, Oregon, Philadelphia requiring advance notice and predictability pay
• Right-to-Rest Laws: Minimum hours between shifts (e.g., 11 hours), clopening restrictions, on-call scheduling limitations
• Child Labor Laws: Work hour restrictions for minors, school hour conflicts, hazardous occupation prohibitions
• Leave Laws: Sick leave, paid time off, vacation accrual, use-it-or-lose-it prohibitions
• Discrimination and Equal Opportunity: Protected class considerations, reasonable accommodations, anti-retaliation protections
• Union and Collective Bargaining: Labor contracts, seniority rules, grievance procedures, union notification requirements

C. Service Limitations and No Guarantees

• Our overtime calculations are ESTIMATES based on general weekly thresholds and may NOT reflect your state's specific rules (daily overtime, 7th day overtime, double-time)
• Our break tracking is OPTIONAL and does NOT automatically enforce mandatory break requirements
• We do NOT track schedule change timing for predictive scheduling compliance
• We do NOT calculate predictability pay, split-shift premiums, or reporting time pay
• We do NOT verify age-based restrictions or minor labor law compliance
• We do NOT monitor right-to-rest violations or enforce minimum rest hours between shifts
• We do NOT ensure compliance with collective bargaining agreements or union contracts

D. Your Obligations

YOU MUST:

• Consult with qualified employment law attorneys regarding your specific legal obligations
• Independently verify that all schedules, hours, wages, and overtime calculations comply with applicable laws
• Implement your own compliance procedures, policies, and safeguards
• Review and customize Service settings to match your jurisdiction's requirements
• Monitor for compliance violations that the Service does not detect
• Seek professional guidance before making employment decisions based on Service data

BY USING THE SERVICE, YOU RELEASE MARTECH AI FROM ANY AND ALL LIABILITY ARISING FROM YOUR EMPLOYMENT LAW VIOLATIONS, WAGE AND HOUR CLAIMS, PAYROLL ERRORS, OR NON-COMPLIANCE WITH LABOR REGULATIONS. YOU AGREE TO INDEMNIFY MARTECH AI FOR ANY SUCH CLAIMS AS PROVIDED IN SECTION 11.

⚠️ STRONGLY RECOMMENDED: Consult with employment law attorneys and payroll professionals before using this Service for production purposes.

E. Manager Time-Off Management Responsibilities

YOU ACKNOWLEDGE AND AGREE THAT:

• Employer Responsibility: You are solely responsible for ensuring managers use time-off management features lawfully and appropriately
• No Verification by XShift: We do NOT verify whether manager-created time-off is authorized, accurate, or compliant with your policies or applicable laws
• Auto-Approval: Time-off created by managers is automatically approved by the system WITHOUT employee consent or verification. You must ensure this complies with your employment policies and applicable laws
• Manager Training Required: You are responsible for training managers on proper use of time-off features and your organization's policies
• Audit and Oversight: You must implement procedures to audit manager-created time-off for accuracy, authorization, and compliance
• Dispute Resolution: You are responsible for resolving disputes between employees and managers regarding time-off accuracy or authorization

SPECIFIC RISKS YOU ASSUME:

• Managers creating unauthorized time-off without employee knowledge or consent
• Managers backdating or manipulating time-off records
• Time-off affecting payroll, PTO balances, or wage calculations incorrectly
• Disputes arising from manager-edited time-off (changes to dates, type, reason)
• FMLA violations, discrimination claims, or retaliation claims related to time-off management
• State-specific leave laws (California, New York, etc.) requiring specific procedures we do not enforce

9.1B No Reliance on Marketing Materials or External Statements

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• No Reliance on External Statements: You have NOT relied on any oral or written statements, representations, warranties, promises, or commitments made by MarTech AI employees, sales representatives, customer support staff, or agents that are not expressly stated in these written Terms
• Marketing Materials Are Informational Only: Any marketing materials, website content, landing pages, sales presentations, demo videos, webinars, blog posts, social media posts, case studies, testimonials, white papers, or promotional content are for informational and educational purposes only and do NOT constitute warranties, guarantees, binding commitments, or contractual obligations
• Aspirational Language Disclaimer: Words or phrases used in marketing materials such as "compliant," "compliance," "avoid violations," "ensure accuracy," "guarantee," "100%," "never," "always," "prevent," "eliminate," "certified," "approved," or similar aspirational language refer to the DESIGN GOALS and INTENDED FUNCTIONALITY of our tools, not GUARANTEED OUTCOMES or WARRANTED RESULTS
• Software Tool, Not Professional Services: The Service is a SOFTWARE TOOL that ASSISTS and SUPPORTS your compliance efforts. It does NOT ensure, guarantee, warrant, or certify compliance with any federal, state, local, or international laws, regulations, ordinances, or industry standards
• No Guarantee of Results: Any examples, case studies, testimonials, success stories, ROI calculations, time savings estimates, cost reduction projections, or performance metrics are illustrative examples only based on specific circumstances and do NOT guarantee, predict, or warrant similar results, outcomes, or benefits for your organization
• Feature Availability Subject to Change: Product demonstrations, feature descriptions, product roadmaps, planned functionality, beta features, and future development discussions are subject to change at any time without notice and do NOT constitute binding commitments or guaranteed delivery timelines
• Third-Party Statements: Statements made by third-party reviewers, industry analysts, media publications, partners, resellers, or affiliates do NOT constitute representations or warranties by MarTech AI
• Verbal Statements Not Binding: Any verbal statements, phone conversations, video calls, in-person meetings, email exchanges, chat messages, or other communications with MarTech AI representatives that contradict or expand upon these Terms are NOT binding unless explicitly incorporated into a written amendment signed by an authorized officer of MarTech AI

9.1C Entire Agreement and Integration Clause

ENTIRE AGREEMENT:

These Terms of Service, together with our Privacy Policy and any separately executed written agreements (such as enterprise subscription agreements, statements of work, or data processing agreements explicitly signed by both parties), constitute the COMPLETE and EXCLUSIVE STATEMENT of the agreement between you and MarTech AI.

These Terms SUPERSEDE, REPLACE, and NULLIFY all prior or contemporaneous:

• Understandings, agreements, or arrangements (whether written or oral)
• Negotiations, discussions, or communications
• Proposals, quotes, or estimates
• Representations, warranties, or promises
• Marketing materials or sales collateral
• Prior versions of these Terms

CONFLICTS BETWEEN DOCUMENTS:

If any statement made by a MarTech AI representative, any marketing material, or any other document conflicts with these Terms, THESE TERMS SHALL CONTROL AND PREVAIL unless you have a separately executed written agreement explicitly signed by an authorized officer of MarTech AI stating otherwise.

NO IMPLIED WARRANTIES OR REPRESENTATIONS:

No implied warranties arise from course of dealing, course of performance, usage of trade, or any other source. Any warranties or representations not expressly stated in these Terms are hereby expressly disclaimed and excluded.

9.1A State-Specific Wage and Hour Compliance Warnings

9.2 Data Protection and Privacy Compliance

You are responsible for complying with all applicable data protection and privacy laws regarding the collection, use, storage, and processing of personal data, including:

• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
• State privacy laws (Virginia CDPA, Colorado CPA, etc.)
• Health Insurance Portability and Accountability Act (HIPAA) (if applicable)
• Providing required privacy notices to employees
• Obtaining necessary consents for data collection and processing
• Responding to data subject rights requests from employees

9.2A Employee Consent Requirements

BEFORE adding any employee to XShift AI, you MUST:

⚠️ CERTIFICATION REQUIRED: BY ADDING AN EMPLOYEE TO XSHIFT AI, YOU CERTIFY under penalty of perjury that you have obtained all necessary consents from that employee as described above.

Recommended Best Practice: We recommend using a written Employee Acknowledgment Form that includes:

• Employee's full name and signature
• Date of acknowledgment
• Checkbox confirming receipt of XShift AI Privacy Policy
• Checkbox confirming consent to electronic time tracking
• Checkbox confirming consent to data sharing with third parties
• Statement that employee understands they can withdraw consent by notifying their employer

Note: For employees in the European Union, explicit opt-in consent is required under GDPR Article 7. For employees in California, clear notice is required under CCPA. Consult with legal counsel to ensure your consent forms comply with applicable laws.

9.3 Tax and Payroll Compliance

If you use the Service's payroll integration features, you remain solely responsible for:

• Accurate calculation and withholding of payroll taxes
• Timely remittance of taxes to appropriate authorities
• Filing required tax forms and reports
• Maintaining accurate payroll records
• Complying with IRS and state tax regulations

The Service provides tools but does not guarantee tax compliance. Consult with qualified tax professionals or accountants.

10. Warranties and Disclaimers

10.1 Service Availability

We strive to provide high availability and reliability for the Service. Scheduled maintenance is typically performed during off-peak hours with advance notice when possible. Enterprise customers may have enhanced service level commitments in separate written agreements. However, we do not guarantee any specific uptime percentage for standard subscriptions.

10.2 "AS IS" and "AS AVAILABLE" Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTECH AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, "MARTECH AI PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• IMPLIED WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS

10.3 No Guarantee of Results

We do not warrant or guarantee that use of the Service will:

• Result in any particular business outcomes or cost savings
• Improve operational efficiency or productivity
• Ensure compliance with any laws or regulations
• Eliminate scheduling conflicts or errors
• Prevent labor law violations or employee disputes

10.4 Third-Party Services and Integrations

The Service may integrate with, or contain links to, third-party services, websites, applications, or APIs (collectively, "Third-Party Services"). We provide these integrations for your convenience, but we do not control, endorse, or assume responsibility for any Third-Party Services.

Examples of Third-Party Service Types:

• Payment processing services (e.g., Stripe for billing and subscription management)
• Communication platforms (e.g., email service providers for transactional notifications)
• Cloud infrastructure providers (e.g., database hosting, session storage, error monitoring)
• Artificial intelligence and analytics services (e.g., AI-powered scheduling insights)
• Optional third-party integrations you choose to enable through OAuth or API connections

Your Responsibilities:

• You are solely responsible for reviewing and accepting the terms of service and privacy policies of any Third-Party Services you choose to use
• You are responsible for managing API keys, OAuth tokens, and access credentials for Third-Party Services
• You are responsible for the accuracy and legality of any data you authorize us to share with Third-Party Services
• You acknowledge that Third-Party Services may access and process your Customer Data according to their own terms and privacy policies

Disclaimer of Warranties and Liability: WE MAKE NO WARRANTIES REGARDING THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO THEIR AVAILABILITY, FUNCTIONALITY, SECURITY, DATA PRIVACY PRACTICES, ACCURACY, OR COMPLIANCE WITH LAWS. WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY DAMAGE, LOSS, OR HARM ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, INCLUDING DATA BREACHES, SERVICE INTERRUPTIONS, OR UNAUTHORIZED ACCESS OCCURRING AT THIRD-PARTY SERVICES. YOUR USE OF THIRD-PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK.

Changes to Third-Party Integrations: We reserve the right to add, modify, or discontinue Third-Party Service integrations at any time with reasonable notice. We are not responsible for changes Third-Party Services make to their APIs, terms, pricing, or functionality that may impact your use of our Service.

10.5 AI Copilot and AI Features Disclaimer

The Service includes AI features, including the AI Copilot, that interpret your instructions and generate responses, records and actions using a third-party generative model. By using any AI feature, you acknowledge and agree to the following:

No Warranties for AI Responses or Actions: WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING:

• The accuracy, completeness, reliability, truthfulness, or timeliness of AI Copilot or other AI feature responses
• The suitability of AI Copilot or other AI feature recommendations or guidance for your specific situation
• Compliance with laws, regulations, or industry standards based on AI Copilot or other AI feature guidance
• Freedom from errors, bugs, interruptions, or service disruptions
• Freedom from bias, discrimination, or inappropriate content in AI Copilot or other AI feature outputs
• Protection of sensitive information you voluntarily share with the AI Copilot or any other AI feature

Not Professional Advice: AI Copilot and other AI responses do NOT constitute legal advice, financial advice, tax advice, HR advice, employment advice, medical advice, or professional advice of any kind. AI features are for informational and customer support purposes only. You should consult with qualified professionals before making business decisions or taking action based on AI Copilot or other AI feature responses.

Prohibited AI Feature Uses: You agree NOT to:

• Share sensitive personal information (passwords, SSN, credit card numbers, health data) with the AI Copilot or any other AI feature
• Share confidential business information that should not be transmitted to third parties
• Attempt to reverse engineer, extract system prompts, or discover proprietary AI workflows
• Submit prompts designed to generate harmful, illegal, discriminatory, or offensive content
• Use automated scripts, bots, or high-volume queries to abuse any AI feature
• Impersonate others or provide false information to manipulate responses
• Seek advice on illegal activities, discrimination, harassment, or violations of law
• Test the boundaries of the AI Copilot or any other AI feature through jailbreaking, prompt injection, or adversarial attacks

No Liability for AI Responses or Actions: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARTECH AI SHALL HAVE NO LIABILITY FOR:

• Inaccurate, incomplete, misleading, or false information provided by the AI Copilot or any other AI feature
• Decisions made or actions taken based on AI Copilot or other AI feature responses
• Business losses, damages, or harm resulting from reliance on AI Copilot or other AI feature guidance
• Legal violations, regulatory non-compliance, or employee disputes arising from AI Copilot or other AI feature guidance
• Data breaches or unauthorized access to information you share with the AI Copilot or any other AI feature
• Third-party model providers, including but not limited to OpenAI and Anthropic, and their data processing, security, or privacy practices
• Service interruptions, downtime, or unavailability of any AI feature
• Offensive, biased, discriminatory, or inappropriate AI Copilot or other AI feature outputs

YOU ASSUME ALL RISK ASSOCIATED WITH USING THE AI COPILOT AND EVERY OTHER AI FEATURE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL INFORMATION, SEEKING PROFESSIONAL ADVICE WHERE APPROPRIATE, AND ENSURING COMPLIANCE WITH APPLICABLE LAWS.

10.6 Beta Features

We may offer beta, pilot, or preview features labeled as "beta," "alpha," "early access," or similar designations. Such features are provided for evaluation purposes only and may contain bugs, errors, or incomplete functionality. Beta features are provided "AS IS" with no warranties and may be discontinued at any time without notice.

11. Limitation of Liability

11.1 Insurance Disclosure

No Insurance Coverage: MarTech AI does not currently maintain errors and omissions (E&O) insurance, cyber liability insurance, or other professional liability insurance coverage for the Service. We may obtain such insurance in the future at our discretion, but you should not rely on the existence of insurance when entering into these Terms.

Reliance on Liability Caps: In lieu of insurance coverage, your remedies are limited to the liability caps, warranties, and disclaimers set forth in these Terms. We strongly recommend that you maintain your own insurance coverage (including cyber liability, business interruption, and errors & omissions insurance) to protect against losses that may arise from your use of the Service.

Customer Responsibility: You acknowledge that you are solely responsible for assessing whether the liability limitations in these Terms are acceptable for your business needs and risk tolerance. If the liability caps are insufficient for your organization, you should not use the Service. Section 34 applies to every insurance policy you hold.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTECH AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF:

• (A) FIVE HUNDRED DOLLARS ($500); OR
• (B) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO MARTECH AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

For clarity, this cap is subject to a minimum of $500 to ensure enforceability under applicable law, even for low-cost or free-tier customers.

EXAMPLES OF SINGLE AGGREGATE CAP APPLICATION:

Example 1 - Multiple Employees Affected:

If you pay $200/month ($2,400/year) and allege that our Service caused wage violations, scheduling errors, or compliance failures affecting 100 employees, 500 employees, or any number of employees, our maximum aggregate liability is $2,400 TOTAL for ALL employees combined, NOT $2,400 per employee. The single aggregate cap applies regardless of how many individuals are affected.

Example 2 - Multiple Types of Violations:

If you claim multiple categories of harm (missed meal breaks + overtime calculation errors + scheduling law violations + payroll sync failures), all claims arising from your subscription are subject to the SAME single $2,400 aggregate cap, not separate caps per violation type or legal theory.

Example 3 - Multiple Time Periods:

If alleged violations occurred across multiple months, quarters, or pay periods during your subscription, the aggregate cap still applies to the total amount paid in the 12 months preceding the FIRST claim, not separate caps per time period. For example, if violations allegedly occurred across 24 pay periods affecting 50 employees each period, the cap remains $2,400 total, not $2,400 × 24 periods × 50 employees.

Example 4 - Multiple Claimants:

If multiple parties bring claims arising from the same subscription (e.g., Customer + Customer's employees + Customer's franchisees), all claims are subject to the SAME single aggregate cap. Claims by all parties combined cannot exceed the cap amount.

MATHEMATICAL CLARIFICATION:

The liability cap is NOT calculated as: [Cap Amount] × [Number of Employees] × [Number of Violations] × [Number of Time Periods]

The liability cap IS: [Cap Amount] = TOTAL maximum liability for all claims, all parties, all time periods, all legal theories combined.

11.3 Exclusion of Consequential Damages

IN NO EVENT SHALL MARTECH AI BE LIABLE FOR ANY:

• Indirect, incidental, consequential, special, exemplary, or punitive damages
• Loss of profits, revenues, or business opportunities
• Loss of or corruption to data or information
• Business interruption, downtime, or inability to use the Service
• Cost of substitute services or procurement of replacement goods
• Loss of goodwill or reputation
• Employment law violations, wage and hour claims, or labor disputes arising from your use of the Service
• Employee lawsuits, claims, or demands based on schedules, hours, wages, or other data generated by or exported from the Service
• Payroll errors, tax withholding issues, or compliance failures
• Decisions made based on reports, analytics, or AI-generated recommendations from the Service
• Damages arising from AI Copilot or other AI-generated responses or actions, including inaccurate advice, false information, hallucinations, biased outputs, records created, changed or deleted on your instruction, or reliance on that output
• Data breaches, unauthorized access, or privacy violations related to information you share with the AI Copilot or any other AI feature
• Third-party claims arising from AI Copilot or other AI feature interactions, or data processing by any third-party model provider
• Lost sales, business opportunities, or customer relationships due to AI Copilot or other AI feature errors or unavailability

THE LIMITATIONS IN THIS SECTION 10.3 APPLY EVEN IF MARTECH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Allocation of Risk

The limitations of liability in this Section 11 reflect the allocation of risk between the parties. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy and are fundamental elements of the basis of the bargain between MarTech AI and you. The Service would not be provided without these limitations.

11.4 Exceptions

The limitations in this Section 11 do not apply to:

• Your obligations to pay fees to MarTech AI
• Your indemnification obligations under Section 12
• Your breach of intellectual property rights
• Liability that cannot be excluded or limited by applicable law
• Fraud, gross negligence, or willful misconduct by MarTech AI

12. Indemnification

12.1 Customer Indemnification Obligations

You agree to indemnify, defend, and hold harmless MarTech AI and its officers, directors, employees, agents, affiliates, subsidiaries, and licensors (collectively, the "MarTech AI Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and legal costs) arising from or relating to:

A. Your Use of the Service:

• Your violation of these Terms or any applicable laws or regulations
• Your breach of any representations, warranties, or covenants made in these Terms
• Your use of the Service in a negligent or wrongful manner
• Your failure to implement appropriate security measures

B. Employment Law and Labor Claims:

• Any employment law violations, wage and hour claims, overtime disputes, or break time violations arising from schedules, hours, or wages calculated using the Service
• Claims by your employees or contractors regarding discrimination, harassment, wrongful termination, or other employment-related matters based on data or decisions made using the Service
• Your failure to comply with applicable employment laws, including but not limited to FLSA, state wage and hour laws, predictive scheduling laws, child labor laws, FMLA, ADA, PWFA, USERRA, or anti-discrimination laws
• Labor union disputes, collective bargaining violations, or unfair labor practice claims related to scheduling or work hours
• Payroll errors, tax withholding failures, or misclassification of employees arising from your use of exported data from the Service

C. Data and Privacy Claims:

• Your violation of any third-party rights, including privacy rights, publicity rights, intellectual property rights, or contractual rights
• Claims arising from your Customer Data, including allegations that Customer Data infringes, misappropriates, or violates any third-party rights
• Your failure to obtain necessary consents, provide required notices, or comply with data protection laws (GDPR, CCPA, HIPAA, etc.)
• Data breaches or unauthorized access resulting from your security failures or weak credentials

D. Content and Conduct:

• Any inaccurate, incomplete, or misleading data you provide to the Service, including content you paste, upload, or photograph and any record created from it, whether or not the Service interpreted that content correctly
• Content uploaded, transmitted, or stored by you or your End Users that is illegal, defamatory, obscene, or violates third-party rights
• Your End Users' actions, omissions, or violations of these Terms

E. AI Copilot and AI Feature Usage:

• Your reliance on AI Copilot or other AI feature responses, actions, recommendations, or guidance, including any business decisions, employment actions, or legal determinations made based on that output
• Claims by employees, customers, or third parties arising from actions you took (or failed to take) based on AI Copilot or other AI feature responses or actions
• Your violation of the prohibited uses of AI features outlined in Section 10.5 of these Terms and Section 17.6 of the Privacy Policy
• Your sharing of sensitive, confidential, or proprietary information through the AI Copilot or any other AI feature that results in unauthorized disclosure or competitive harm
• Your violation of third-party intellectual property rights by attempting to reverse engineer, extract, or replicate the AI models, prompts or workflows behind any AI feature
• Harm caused by abusive, discriminatory, harassing, or illegal prompts submitted to the AI Copilot or any other AI feature

12.2 Indemnification Procedure

MarTech AI will:

• Provide you with prompt written notice of any claim subject to indemnification (provided that failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure)
• Cooperate with you in the defense of the claim, at your expense
• Allow you to control the defense and settlement of the claim

You shall not settle any claim that:

• Imposes any obligation or liability on MarTech AI without our prior written consent
• Requires MarTech AI to admit fault, liability, or wrongdoing
• Restricts MarTech AI's ability to operate its business

12.3 MarTech AI Indemnification

MarTech AI will indemnify you against third-party claims alleging that the Service, when used in accordance with these Terms, infringes or misappropriates such third party's valid U.S. patent, copyright, or trademark, provided that:

• You provide prompt written notice of the claim
• You grant MarTech AI sole control of the defense and settlement
• You reasonably cooperate with MarTech AI in the defense

This indemnification does NOT apply to claims arising from:

• Your modification of the Service
• Your combination of the Service with third-party products or services
• Your use of the Service in violation of these Terms
• Customer Data or content you provide

12.4 Exclusive Remedy

THIS SECTION 11 STATES YOUR SOLE AND EXCLUSIVE REMEDY AND MARTECH AI'S ENTIRE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

13. Termination and Suspension

Termination by You: You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period.

Termination by Us: We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees, or engage in prohibited activities.

Effect of Termination: Upon termination, your right to access the Service ceases immediately. Your organization's data remains in our systems and is not automatically deleted.

Survival: Sections relating to intellectual property, liability limitations, indemnification, and dispute resolution survive termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Georgia, United States, without regard to conflict of law principles. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions below.

14.2 Pre-Arbitration Informal Dispute Resolution

Negotiation Requirement: Before initiating arbitration or small claims court proceedings, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party describing the nature of the claim, the damages or relief sought, and the proposed resolution.

Notice Address: Notices to MarTech AI must be sent to: contact@xshift.ai. We will send notices to you at the email address associated with your account.

30-Day Negotiation Period: After notice is received, the parties agree to negotiate in good faith for at least 30 days before filing any arbitration demand or small claims action. This requirement is a prerequisite to arbitration and failure to comply may result in dismissal of any arbitration demand.

Tolling of Limitations: The statute of limitations and any filing fee deadlines are tolled during the 30-day negotiation period.

14.3 Binding Arbitration Agreement

Agreement to Arbitrate: Subject to the small claims exception in Section 14.4, you and MarTech AI agree that any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Service, any visit to our website, any checkout, recording, transmission, or charge, or the relationship between you and MarTech AI, including any claim that arose before you accepted these Terms (including but not limited to disputes concerning the validity, enforceability, or scope of this arbitration agreement) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.

AAA Rules: The AAA Commercial Arbitration Rules are available at www.adr.org or by calling 1-800-778-7879. To the extent the AAA rules conflict with this arbitration agreement, this agreement controls.

Federal Arbitration Act: This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidences a transaction involving interstate commerce.

14.4 Small Claims Court Exception

Notwithstanding the arbitration agreement above, either party may bring an individual action in small claims court in lieu of arbitration if the claim qualifies for small claims court jurisdiction and remains in small claims court. If a party removes the case to another court or appeals from small claims court, the arbitration requirement applies.

14.5 Arbitration Procedures

Single Arbitrator: The arbitration shall be conducted by a single neutral arbitrator selected in accordance with AAA rules.

Location: Arbitration hearings shall take place in Atlanta, Georgia, unless the parties mutually agree to another location or agree to conduct the arbitration remotely via videoconference.

Discovery: Discovery shall be permitted to the extent authorized by the AAA Commercial Arbitration Rules and as modified by the arbitrator to ensure a fair hearing while controlling costs.

Written Decision: The arbitrator shall issue a written decision stating the essential findings and conclusions upon which the award is based. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Confidentiality: The arbitration proceedings, including all pleadings, evidence, testimony, and the arbitrator's decision, shall be kept confidential by all parties and the arbitrator, except as required by law or necessary to enforce the arbitration award.

14.6 Arbitration Fees and Costs

Claims Under $10,000: For claims seeking less than $10,000 in damages, MarTech AI will pay all AAA filing fees, administrative fees, and arbitrator compensation. Each party bears its own attorneys' fees and costs unless the arbitrator awards attorneys' fees and costs to the prevailing party as authorized by applicable law.

Claims $10,000 and Above: For claims seeking $10,000 or more in damages, the AAA rules govern the allocation of arbitration fees and costs. Generally, each party pays its own attorneys' fees and costs unless the arbitrator awards fees to the prevailing party as authorized by applicable law.

Fee Waivers: If you cannot afford to pay arbitration fees, you may request that MarTech AI pay them by submitting a written fee waiver request to contact@xshift.ai. We will consider such requests in good faith.

14.7 Class Action Waiver

Individual Basis Only: You and MarTech AI agree that any arbitration or court proceeding (if permitted under these Terms) shall be conducted on an individual basis only, and not as a class action, collective action, representative action, or consolidated proceeding.

No Class Arbitration: You and MarTech AI expressly waive the right to participate in any class-wide arbitration, and the arbitrator has no authority to conduct a class-wide arbitration or consolidate claims from multiple parties.

No Representative Actions: You may not bring a claim on behalf of other individuals or entities, and you may not serve as a representative or private attorney general in any arbitration or court proceeding.

PAGA Claims: To the extent any claim is brought under California's Private Attorneys General Act, the individual PAGA claim shall be arbitrated, and this waiver does not apply to non-individual PAGA claims, which shall be stayed pending arbitration.

Waivers Stand Alone: If any waiver in this Section is unenforceable, it shall be severed and the remainder of the arbitration agreement enforced; the unenforceability of any waiver shall not render the agreement to arbitrate unenforceable.

Opt-Out Right: You may opt out of this class action waiver by sending written notice to contact@xshift.ai within 30 days of first accepting these Terms. Your opt-out notice must include your name, email address, and a clear statement that you wish to opt out of the class action waiver. Opting out of the class action waiver does not affect the binding arbitration agreement in Section 14.3.

14.8 Exceptions to Arbitration

Notwithstanding the arbitration agreement, either party may seek the following relief in court without prior arbitration:

• Injunctive Relief: Either party may seek temporary, preliminary, or permanent injunctive relief in state or federal court to prevent irreparable harm related to intellectual property infringement, unauthorized access to the Service, data breaches, or violations of confidentiality obligations.
• Provisional Remedies: Either party may seek provisional remedies (such as temporary restraining orders or attachment) in court pending the completion of arbitration.
• Enforcement of Arbitration Award: Either party may petition a court to confirm, enforce, or vacate an arbitration award as permitted by the Federal Arbitration Act.
• Public Injunctive Relief: A claim for public injunctive relief, to the extent a court determines it cannot be waived or arbitrated under applicable law, shall be brought in court and stayed until every arbitrable claim has been finally resolved in arbitration.

14.9 Severability of Arbitration Provisions

If any portion of this arbitration agreement (Sections 14.2 through 14.8) is found to be unenforceable or unlawful for any reason:

• The unenforceable provision shall be severed, and the remainder of the arbitration agreement shall remain in full force and effect.
• However, if the class action waiver in Section 14.7 is found unenforceable with respect to any particular claim or request for relief, that claim or request for relief shall be severed and proceed in court, while all other claims remain subject to arbitration.
• If a court finds this entire arbitration agreement (Sections 14.2 through 14.8) unenforceable, then the dispute shall be resolved in the state or federal courts located in Fulton County, Georgia, and both parties consent to the exclusive jurisdiction and venue of such courts.

14.10 Survival

This arbitration agreement survives the termination of these Terms and your relationship with MarTech AI.

14.11 Contractual Limitations Period

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the claim accrues, or it is permanently barred. This Section does not shorten any limitations period that cannot be shortened by agreement.

14.12 Mass Filing Coordination

If twenty-five (25) or more demands for arbitration are filed raising similar claims and counsel for the claimants are the same or coordinated, the parties agree the demands shall be batched and administered in staged proceedings under the AAA's Multiple Consumer Case Filing procedures or successor procedures, with fees payable as batches are heard.

15. Changes to Terms

We may modify these Terms at any time. We may tell you about material changes by email, in the Service, or by posting them on this page. A change applies only to claims that arise after its effective date. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

If you do not agree to modified Terms, you may terminate your subscription before the changes take effect.

16. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and MarTech AI regarding the Service.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

Waiver: No waiver of any term shall be deemed a continuing waiver or waiver of any other term.

Assignment: You may not assign these Terms without our written consent. We may assign these Terms without restriction.

17. Force Majeure

17.1 Definition of Force Majeure Events

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) to the extent such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to:

• Acts of God: Earthquakes, floods, fires, hurricanes, tornadoes, severe weather, lightning strikes, tsunamis, volcanic eruptions, or other natural disasters
• War and Conflict: War (declared or undeclared), armed conflict, invasion, terrorism, acts of foreign enemies, civil war, rebellion, revolution, insurrection, military coup, or civil unrest
• Government Actions: Government orders, laws, regulations, sanctions, embargoes, import/export restrictions, licensing denials, government-mandated shutdowns, quarantine orders, or other governmental or regulatory actions that prevent or materially hinder performance
• Labor Disputes: Strikes, lockouts, labor disputes, or work stoppages affecting third-party suppliers or service providers (not including disputes involving MarTech AI's own employees)
• Pandemics and Health Emergencies: Pandemics, epidemics, public health emergencies, widespread illness, quarantine, or government-mandated closures related to infectious disease
• Telecommunications and Internet Failures: Failure or interruption of internet backbone infrastructure, DNS failures, BGP routing failures, submarine cable cuts, DDoS attacks on internet infrastructure providers, or widespread telecommunications outages not caused by MarTech AI's negligence
• Third-Party Infrastructure Failures: Failures, outages, or interruptions of third-party service providers including cloud hosting providers (e.g., AWS, Supabase), content delivery networks, payment processors (e.g., Stripe), API providers (e.g., OpenAI), database providers, caching services (e.g., Upstash), or other critical infrastructure dependencies
• Cyberattacks and Security Incidents: DDoS attacks, hacking attempts, ransomware, malware, botnet attacks, advanced persistent threats (APTs), zero-day exploits, or other malicious cyber activities directed at MarTech AI, its service providers, or internet infrastructure
• Power and Utility Failures: Widespread power outages, electrical grid failures, or interruption of essential utilities (water, cooling, etc.) affecting data centers or critical infrastructure
• Acts of Sabotage: Sabotage, vandalism, or intentional destruction of property or infrastructure by third parties

17.2 Notice Requirements

Prompt Notification: If a Force Majeure Event occurs, the affected party shall notify the other party as soon as reasonably practicable (and in no event later than 48 hours after becoming aware of the Force Majeure Event). The notice shall describe:

• The nature of the Force Majeure Event
• The anticipated impact on performance of obligations under these Terms
• The estimated duration of the delay or interruption
• The steps being taken to mitigate the impact and resume normal operations

Ongoing Updates: The affected party shall provide regular updates (at least weekly, or more frequently if material developments occur) on the status of the Force Majeure Event and the expected timeline for resumption of normal performance.

17.3 Effect on Performance Obligations

Suspension of Obligations: During a Force Majeure Event:

• MarTech AI's performance obligations under these Terms (including but not limited to Service availability, uptime SLAs, support response times, and scheduled feature releases) shall be suspended to the extent they are prevented or delayed by the Force Majeure Event
• MarTech AI shall not be liable for any failure to meet Service Level Agreements (SLAs), availability commitments, or performance targets during the Force Majeure Event
• Deadlines and time periods for performance shall be extended by a period equal to the duration of the Force Majeure Event

Customer Payment Obligations: Customer's payment obligations shall continue during a Force Majeure Event unless the Service is completely unavailable for a continuous period exceeding 7 days, in which case Customer shall receive a pro-rata credit for the period of complete unavailability.

17.4 Mitigation Obligations

The party affected by a Force Majeure Event shall:

• Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and minimize the impact on the other party
• Resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event ceases
• Take reasonable steps to work around the Force Majeure Event, including by using alternative suppliers, service providers, or technical solutions where feasible

However, MarTech AI shall not be obligated to settle labor disputes on terms it considers unfavorable, accept commercially unreasonable terms from third-party providers, or incur extraordinary expenses to mitigate Force Majeure Events.

17.5 Termination Rights

Prolonged Force Majeure: If a Force Majeure Event continues for more than sixty (60) consecutive days and results in substantial impairment of the Service (i.e., the Service is unavailable or materially degraded for the majority of such period), either party may terminate these Terms upon written notice to the other party.

Effect of Termination: If these Terms are terminated due to a prolonged Force Majeure Event:

• Customer shall receive a pro-rata refund of any prepaid fees for the unused portion of the subscription term following the effective date of termination
• Neither party shall have any further liability to the other party except for obligations that expressly survive termination

17.6 Exceptions and Limitations

Force Majeure shall not excuse or delay:

• Payment Obligations: Customer's obligation to pay fees for services rendered prior to or during the Force Majeure Event (except as provided in Section 17.3)
• Confidentiality Obligations: Either party's obligations to maintain the confidentiality of the other party's confidential information
• Data Protection Obligations: MarTech AI's obligation to maintain appropriate security safeguards for Customer Data to the extent technically feasible
• Security Breach Notifications: MarTech AI's obligation to notify Customer of data breaches or security incidents as required by law

Foreseeable Events: A Force Majeure Event does not include events that were reasonably foreseeable at the time these Terms were entered into, or events caused by a party's negligence, willful misconduct, or breach of these Terms.

18. Digital Millennium Copyright Act (DMCA) Notice

18.1 Copyright Infringement Claims

MarTech AI respects the intellectual property rights of others and expects users of the Service to do the same. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA").

18.2 Filing a DMCA Takedown Notice

If you believe that content available through the Service infringes your copyright, you may submit a DMCA takedown notice to our designated Copyright Agent with the following information:

• Physical or Electronic Signature: A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner
• Identification of Copyrighted Work: Identification of the copyrighted work claimed to have been infringed, or if multiple works are covered by a single notification, a representative list of such works
• Location of Infringing Material: Identification of the material claimed to be infringing or to be the subject of infringing activity, with information reasonably sufficient to permit us to locate the material (e.g., URL, account name, specific description)
• Contact Information: Your name, address, telephone number, and email address
• Good Faith Statement: A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
• Accuracy Statement: A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

Send DMCA Notices To:

Copyright Agent: MarTech AI LLC
Email: contact@xshift.ai
Subject Line: "DMCA Takedown Notice"

18.3 Response to Valid DMCA Notices

Upon receipt of a valid DMCA notice, we will:

• Remove or disable access to the allegedly infringing material within 24-48 hours
• Notify the user who posted the material that it has been removed or disabled
• Terminate repeat infringers' accounts in appropriate circumstances

18.4 Counter-Notification

If you believe that material you posted was removed or disabled by mistake or misidentification, you may file a counter-notification containing:

• Your physical or electronic signature
• Identification of the material that was removed and its location before removal
• A statement under penalty of perjury that you have a good faith belief the material was removed or disabled as a result of mistake or misidentification
• Your name, address, telephone number, and a statement that you consent to the jurisdiction of federal court for the judicial district in which your address is located (or federal court in Georgia if your address is outside the United States), and that you will accept service of process from the person who provided the DMCA notice or an agent of such person

Important: Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be subject to liability. Please consult with a lawyer before filing a counter-notification.

19. Automated Employment Decision Tools (NYC Local Law 144)

19.1 What is NYC Local Law 144?

NYC Local Law 144 regulates the use of automated tools that substantially assist or replace discretionary decision-making for employment decisions (hiring, promotion, or shift assignments). The law requires covered employers to:

• Conduct Annual Bias Audits: Hire an independent auditor to test the tool for discriminatory impact on the basis of race, ethnicity, and gender
• Publish Audit Results: Make bias audit results publicly available on your website
• Provide Employee Notice: Notify employees or candidates at least 10 business days before using the AEDT
• Disclose Data Usage: Inform individuals what job qualifications and characteristics the tool will assess
• Offer Alternative Process: Provide an alternative selection process or reasonable accommodation upon request

19.2 Division of Responsibilities

19.3 Penalties for Non-Compliance

NYC employers who violate Local Law 144 face civil penalties up to:

• First Violation: $500 - $1,500 per violation
• Subsequent Violations: Up to $1,500 per violation
• Daily Penalties: Each day of continued violation may constitute a separate violation

Disclaimer: This section provides general information only and does not constitute legal advice. Consult with an employment lawyer licensed in New York to ensure compliance. MarTech AI assumes no liability for your compliance or non-compliance with NYC Local Law 144.

20. Algorithm Transparency and Automated Decision-Making

20.1 How Automated Scheduling Can Go Wrong

Auto-Generate, Auto-Assign, Fair Rotation, FAIR and MAX modes, hour targets, and shift targets can assign the wrong person, skip the right person, give some people more hours or shifts than others, ignore or misread a job, a qualification, availability, time off, a limit, or a target, and produce different results on identical runs. Section 31.3 describes how automated features can treat people unequally. You must not enter any protected characteristic, or anything standing in for one, into any setting, rule, or target, and you are responsible for reviewing every schedule before it is used.

20.2 Employee Rights - Human Review and Contest

As used in this Section, "automated decision" refers to a decision executed by the Service based on rules and parameters authored or enabled by your employer (Customer). MarTech AI does not author Customer's rules, determine which workers are subject to them, or make the underlying employment decision; the Service applies Customer-authored logic to Customer-supplied data.

For Employees: If you believe an automated decision is unfair, inaccurate, or discriminatory, you have the right to:

• Request Human Review: Ask your employer's administrator to manually review the automated decision
• Provide Context: Explain why the automated decision should be reconsidered
• Contest Inaccurate Data: Correct errors in your skills, availability, or preferences
• Opt Out (Where Required by Law): In jurisdictions requiring opt-out rights for automated decisions, request manual review of any automated decision

To request human review, contact your organization's XShift AI administrator or email contact@xshift.ai with subject line "Automated Decision Review Request."

20.3 GDPR Article 22 - European Union/UK Users

Under GDPR Article 22, individuals in the European Union and United Kingdom have the right not to be subject to decisions based solely on automated processing that produce legal effects or similarly significantly affect them.

XShift AI's Position: Shift assignments may have "significant effects" on employees' work hours, income, and work-life balance. Therefore, EU/UK employees using XShift AI have the right to:

• Obtain human intervention in scheduling decisions
• Express their point of view regarding automated assignments
• Contest decisions made solely by the algorithm

Legal Basis for Automated Processing: We process scheduling data under (1) contractual necessity (to provide the scheduling service) and (2) legitimate interests (efficient workforce management). You may object to automated decision-making; however, this may limit our ability to provide scheduling services.

21. Employee Monitoring and Performance Tracking Disclosures

21.1 What Employee Data XShift AI Monitors

The XShift AI Service enables employers to monitor and track:

• Clock-In and Clock-Out Times: Exact timestamps when you start and end work
• Late Arrivals and Early Departures: Automated alerts are sent to managers when you clock in more than 10 minutes late or 15 minutes early
• Attendance Patterns: Frequency of absences, tardiness, and early departures
• Reliability Scores: Percentages that may be derived from clock-ins and shift assignments, and that can be wrong
• Shift Completion Rates: Whether you completed assigned shifts or called off
• Time-Off Request Patterns: Frequency and reasons for time-off requests
• Shift Drop and Pickup Activity: How often you drop shifts or pick up shifts others dropped
• Break Times: When you start and end breaks (if tracked by employer)

21.2 Automated Manager Alerts

IMPORTANT: Your manager receives automated email alerts for the following events:

• Late Clock-In Alert: If you clock in more than 10 minutes after your scheduled start time, your manager receives an email with:
  • Your name
  • Scheduled start time
  • Actual clock-in time
  • Number of minutes late
  • Location/shift details
• Early Clock-In Alert: If you clock in more than 15 minutes before your scheduled start time (potential unauthorized overtime)
• Shift Drop Notification: If you drop a shift, all managers are immediately notified
• Missed Shift Alert: If you do not clock in for an assigned shift

21.3 How Monitoring Data May Be Used

Your employer may use this monitoring data for:

• Performance Evaluations: Reliability scores and attendance patterns may factor into performance reviews
• Disciplinary Actions: Repeated tardiness or absences may result in warnings or termination
• Scheduling Decisions: The algorithm may deprioritize employees with poor attendance records
• Wage Calculations: Clock-in/out times determine hours worked and overtime pay
• Compliance Audits: Verification of labor law compliance (meal breaks, overtime, etc.)

21.4 State-Specific Employee Monitoring Laws

Connecticut Employees:

Connecticut General Statutes § 31-48d requires employers to provide advance written notice of electronic monitoring. If you work in Connecticut, your employer must provide you with separate notice of this monitoring beyond these Terms of Service.

Delaware Employees:

Delaware Code Title 19, § 705 requires employers to provide notice before monitoring. Delaware employers using XShift AI must provide conspicuous written notice.

New York Employees:

New York Labor Law § 203-c prohibits certain types of employee surveillance. Employers must use monitoring data appropriately and not to interfere with union organizing or protected concerted activity.

California Employees:

California Constitutional privacy rights require employers to justify monitoring as business-necessary. Employers must provide clear notice and use monitoring data only for legitimate business purposes.

21.5 Employee Rights Regarding Monitoring Data

You have the right to:

• Access Your Data: Request a copy of your monitoring data (attendance records, reliability scores, etc.)
• Correct Inaccurate Data: Challenge errors in clock-in times, missed shifts, or other records
• Understand How Data Is Used: Ask your employer how monitoring data factors into evaluations or decisions
• Delete Data Upon Termination: Request deletion of your personal data 30 days after your employment ends (subject to employer's legal retention obligations)

To exercise these rights, contact your employer first. If your employer does not respond or you believe your rights are being violated, email contact@xshift.ai.

21.6 Employer Responsibilities

For Employers: By using XShift AI's monitoring features, you represent and warrant that:

• You have provided all required notices to employees under federal, state, and local law
• You have obtained any necessary consents for employee monitoring
• You will use monitoring data only for legitimate, non-discriminatory business purposes
• You will not use monitoring data to retaliate against employees for union organizing or protected complaints
• You will comply with all applicable electronic monitoring, privacy, and labor laws

You agree to indemnify MarTech AI for any claims, fines, or penalties arising from your failure to comply with employee monitoring laws.

22. Accessibility

22.1 How Accessibility Can Fall Short

The Service and our website, including films, videos, animations, and their controls and descriptions, may not meet the Web Content Accessibility Guidelines or any other accessibility standard, may not work with every assistive technology, browser, or setting, and may change at any time.

22.2 Your Duties to Your People

You are responsible for any accommodation, alternative format, or assistance your employees, applicants, or contractors need to use the Service, and for every duty you owe them under the Americans with Disabilities Act or any other law.

22.3 Reports

You may report an accessibility problem to contact@xshift.ai. A report does not create any obligation to respond, fix, or accommodate within any time.

22.4 No Liability; Indemnity

MarTech AI is not liable for any claim arising from the accessibility of the Service or our website, and you will defend and indemnify MarTech AI from any such claim by your employees, applicants, or contractors, without limit as to amount. Section 37 applies.

23. Labor Cost Analytics and Workforce Insights

23.1 Projected Estimates (Not Actual Costs)

• Scheduled vs. Worked Hours: Labor cost calculations are based on SCHEDULED shift times, not actual clock-in/clock-out times. Employees may arrive late, leave early, work overtime, or not show up at all. Actual payroll costs WILL differ from projected costs.
• No Real-Time Payroll Data: We do NOT integrate with your time clock system or payroll provider in real-time. Labor costs shown are estimates only.
• Not a Payroll System: XShift AI is NOT a payroll service provider, accountant, or bookkeeping system. We do NOT calculate final payroll, withholdings, taxes, or issue paychecks.
• Verify Before Decisions: You MUST verify all labor cost data against your actual payroll system before making business decisions, budget allocations, or financial projections.

23.2 Overtime Calculation Limitations

• Simplified Weekly Threshold (40 hours/week): Our overtime calculations use a simplified federal standard (40 hours per week). We do NOT calculate California daily overtime (8+ hours/day, 12+ hours/day double-time), Nevada daily overtime, Colorado daily overtime, or Alaska daily overtime.
• Full Overtime Cost (1.5x): Our calculations show the FULL overtime cost at 1.5x the hourly rate. This represents total employer cost, not just the premium (0.5x).
• No 7th Day or Double-Time: We do NOT calculate 7th consecutive day overtime, double-time, or other state-specific overtime premiums.
• No Overtime Exemption Validation: We do NOT verify whether salaried employees meet U.S. Department of Labor (DOL) overtime exemption criteria. YOU are responsible for ensuring exempt employees are properly classified under FLSA and state law.
• Multi-State Operations: If you operate in multiple states, our simplified calculations may NOT account for varying state overtime rules. You MUST implement state-specific compliance measures.

23.3 Salary-to-Hourly Conversion

• 2080-Hour Standard: For salaried employees, we convert annual salary to hourly rate using: Annual Salary ÷ 2,080 hours (52 weeks × 40 hours). This industry-standard estimate may NOT reflect your organization's actual workweek definition, part-time schedules, or collective bargaining agreements.
• Your Responsibility to Adjust: If your organization uses a different standard, YOU are responsible for making manual adjustments to labor cost projections.

23.4 Break Deduction Limitations

• Optional Break Library: Our break rules library is OPTIONAL and does NOT automatically enforce state-specific break laws (California, Colorado, Washington, New York, etc.).
• UNPAID vs. PAID Breaks: We deduct UNPAID breaks from labor cost calculations and include PAID breaks. However, we do NOT verify that your break rules comply with applicable state law.
• No Compliance Enforcement: We do NOT prevent you from scheduling shifts that violate break requirements. YOU are responsible for ensuring break law compliance.

23.5 No Guarantee of Accuracy

• Labor cost projections may contain errors, inaccuracies, or omissions
• We do NOT warrant that labor cost calculations are accurate, complete, or suitable for your specific needs
• You MUST independently verify all labor cost data before relying on it for business decisions

23.6 Your Obligations

YOU MUST:

• Verify ALL labor cost projections against actual payroll data
• Reconcile projected costs with actual worked hours regularly (weekly or bi-weekly recommended)
• Implement state-specific compliance measures for overtime, breaks, and wage-hour laws
• Consult with employment law attorneys or payroll professionals before making decisions based on labor cost projections
• NOT rely solely on XShift AI projections for budgeting, financial reporting, or tax purposes

⚠️ STRONGLY RECOMMENDED: Use Workforce Insights as a PLANNING TOOL ONLY. Always verify with your payroll system before making final decisions.

23.7 FLSA Collective Actions and Class Action Waiver

A. No Liability for Fair Labor Standards Act Violations

You acknowledge and agree that MarTech AI shall have ABSOLUTELY NO LIABILITY for any violations of the Fair Labor Standards Act (FLSA) or equivalent state wage-hour laws arising from your use of labor cost calculations, including but not limited to:

FLSA Claims We Are Not Liable For:

• Failure to pay minimum wage based on incorrect hour calculations
• Underpayment of overtime wages due to calculation errors
• Misclassification of employees as exempt when they should be non-exempt
• Failure to maintain accurate time and pay records as required by 29 U.S.C. § 211(c)
• Violations of child labor provisions (29 U.S.C. § 212)
• Retaliation claims arising from wage disputes related to our calculations
• Liquidated damages (double back pay) awarded under 29 U.S.C. § 216(b)
• Attorney fees and costs awarded to employees in FLSA litigation

B. FLSA Collective Action Waiver

YOU EXPRESSLY WAIVE ANY RIGHT TO:

1. Bring Collective Actions Against MarTech AI: You waive any right to bring, join, or participate as a plaintiff or class member in any FLSA collective action under 29 U.S.C. § 216(b) against MarTech AI arising from labor cost calculation errors.

2. "Opt-In" to Collective Actions: If any third party (employee, former employee, or other user) brings an FLSA collective action against MarTech AI, you waive your right to "opt in" to such action as a plaintiff.

3. Representative Actions: You waive any right to serve as a named plaintiff, class representative, or "opt-in" plaintiff in any collective proceeding against MarTech AI related to wage-hour calculations.

C. Individual Arbitration Required for FLSA Claims

Any FLSA-related claim you bring against MarTech AI must be brought individually in binding arbitration as specified in Section 14 of these Terms. You may NOT:

• Consolidate FLSA claims with those of other users
• Bring FLSA claims in a representative capacity
• Seek relief that would affect other users' rights

Example: If 50 restaurant owners all claim our overtime calculator caused them to underpay employees, each owner must arbitrate individually. No collective FLSA proceeding is permitted.

D. Your Sole Responsibility for FLSA Compliance

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR:

1. Ensuring Compliance: Ensuring all wages, hours, overtime calculations, and employee classifications comply with FLSA requirements (29 U.S.C. § 201 et seq.) and applicable state wage-hour laws.

2. Independent Verification: Independently verifying that our calculations comply with FLSA overtime requirements (29 U.S.C. § 207 - time-and-a-half for hours over 40/week).

3. Record-Keeping: Maintaining payroll records as required by 29 U.S.C. § 211(c) and 29 C.F.R. § 516, including:

• Employee's full name and social security number
• Hours worked each workday and total hours worked each workweek
• Basis on which wages are paid (hourly rate, salary, etc.)
• Regular hourly pay rate and total overtime earnings
• All additions to or deductions from wages
• Total wages paid each pay period
• Date of payment and pay period covered

4. Statute of Limitations: Retaining records for at least three (3) years as required by FLSA, or longer if required by state law.

5. Posting Requirements: Displaying required FLSA posters and notices as mandated by 29 U.S.C. § 211 and Department of Labor regulations.

E. Employee Claims Against YOU - No Liability

IF YOUR EMPLOYEES SUE YOU FOR FLSA VIOLATIONS:

• We Are Not Liable: MarTech AI has NO LIABILITY for any FLSA collective actions, individual lawsuits, or Department of Labor investigations brought against YOU by your employees.
• No Contribution or Indemnity: You waive any right to seek contribution, indemnity, or cost-sharing from MarTech AI if you are found liable for FLSA violations.
• You Must Indemnify Us: You agree to indemnify and hold MarTech AI harmless if YOUR employees name US as a defendant or third-party defendant in FLSA litigation against you.

F. Department of Labor Audits and Investigations

IF THE DEPARTMENT OF LABOR (DOL) AUDITS YOU:

• No Liability for DOL Actions: We have NO LIABILITY for Wage and Hour Division investigations, audits, or enforcement actions against you.
• No Duty to Assist: We have NO DUTY to participate in DOL audits, provide testimony, or produce records on your behalf.
• Your Sole Obligation: You are solely responsible for responding to DOL requests, producing required records, and paying any back wages, penalties, or fines assessed.
• Confidentiality of Audit Results: If DOL findings indicate our software contributed to violations, you agree NOT to publicly disclose such findings without our written consent.

G. State-Specific Wage-Hour Law Compliance

This FLSA waiver applies equally to state wage-hour laws that provide collective action or class action mechanisms, including but not limited to:

• California: Labor Code § 2698 et seq. (PAGA), § 1194 (overtime class actions)
• New York: NYLL Article 6, Article 19 (collective/class actions for unpaid wages)
• Illinois: 820 ILCS 105 (Wage Payment and Collection Act class actions)
• Massachusetts: M.G.L. c. 149, § 150 (treble damages wage claims)
• Pennsylvania: Wage Payment and Collection Law class actions
• Texas: Texas Labor Code Chapter 61 (class actions for unpaid wages)
• All other states: With similar collective or class action wage-hour statutes

You waive the right to bring collective, class, or representative actions against MarTech AI under ANY such state law.

H. Acknowledgment and Certification

BY USING LABOR COST FEATURES, YOU CERTIFY:

• ☐ You understand FLSA requires you (not us) to pay proper overtime wages
• ☐ You will NOT rely solely on our calculations to determine FLSA compliance
• ☐ You waive any right to bring FLSA collective actions against MarTech AI
• ☐ You accept sole responsibility for all FLSA violations arising from your payroll practices
• ☐ You will indemnify MarTech AI if your employees sue us in connection with your FLSA violations
• ☐ You understand that even if our calculations are completely wrong and cause you to violate FLSA, we have NO LIABILITY beyond the subscription fees you paid (per Section 11.2)

I. Severability

If any court holds the FLSA collective action waiver unenforceable, the remainder of this Section 23.7 remains in full force and effect. You agree that:

• Individual arbitration requirement still applies
• All other disclaimers and waivers remain valid
• Liability cap in Section 11.2 still applies
• Indemnification obligations in Section 12 still apply

J. Governing Law and Supremacy

To the extent any provision of this Section 23.7 conflicts with FLSA's provisions allowing collective actions (29 U.S.C. § 216(b)), this waiver applies to the maximum extent permitted by law, and any claims that cannot be waived must still be brought individually in arbitration per Section 14.

23.8 California PAGA Claims and Break Law Violations

A. Break Rules Library - User Configuration Required

The Service provides an OPTIONAL break rules library feature that allows YOU to create, configure, and assign break policies to locations. This is a tool only - WE DO NOT:

• Automatically configure California meal break rules (30 min after 5 hours, second break after 10 hours)
• Automatically configure California rest break rules (10 min per 4 hours worked)
• Enforce any state-specific break requirements
• Prevent you from scheduling shifts that violate break laws
• Validate that your break rules comply with California Labor Code §§ 226.7, 512, or 516
• Monitor whether breaks are actually provided to employees
• Track meal break waivers or on-duty meal period agreements

YOU ARE SOLELY RESPONSIBLE FOR:

• Creating break rules that comply with California law
• Assigning break rules to appropriate locations
• Training managers to provide legally compliant breaks
• Ensuring breaks are actually given (not just scheduled)
• Maintaining meal break waiver agreements where applicable
• Paying meal/rest break premiums when breaks are missed ($100+ per day per employee under CA Labor Code § 226.7)

B. No Liability for California PAGA Claims

WE HAVE ABSOLUTELY NO LIABILITY FOR PRIVATE ATTORNEYS GENERAL ACT (PAGA) CLAIMS ARISING FROM BREAK VIOLATIONS.

What is PAGA?

California Labor Code § 2698 et seq. allows employees to sue employers ON BEHALF OF THE STATE for Labor Code violations, including break law violations. PAGA penalties are:

• $100 per employee per pay period for initial violation
• $200 per employee per pay period for subsequent violations
• Employee keeps 25%, state gets 75%
• No class certification required - one employee can sue for all aggrieved employees

PAGA Claims We Are Not Liable For:

Meal Break Violations (Labor Code § 512):

• Failure to provide first 30-minute meal break after 5 hours worked
• Failure to provide second 30-minute meal break after 10 hours worked
• Not relieving employees of all duties during meal breaks
• Failing to obtain valid meal break waivers for shifts ≤6 hours or ≤12 hours
• Missing meal break premiums ($100+ per violation per day under § 226.7)

Rest Break Violations (Labor Code § 226.7):

• Failure to authorize and permit 10-minute paid rest breaks per 4 hours worked
• Improper rest break timing (not in middle of work period)
• Missing rest break premiums ($100+ per violation per day)

Wage Statement Violations (Labor Code § 226):

• Failing to accurately report meal/rest break premiums on wage statements
• Missing or incorrect information about break time
• Penalties: $50 initial violation + $100 subsequent = up to $4,000 per employee

Waiting Time Penalties (Labor Code § 203):

• Failing to pay all wages including break premiums at termination
• Penalty: Full day's wages for up to 30 days (potentially $4,000+ per employee)

C. PAGA Waiver and Arbitration

YOU EXPRESSLY WAIVE AND AGREE:

1. No PAGA Representative Actions Against MarTech AI

You waive any right to bring, participate in, or serve as representative plaintiff in ANY PAGA action under California Labor Code § 2698 et seq. against MarTech AI arising from:

• Break rule configuration errors
• Software failures affecting break tracking
• Inaccurate break deductions in labor cost calculations
• Any break law violations related to use of our Service

2. Individual Arbitration Only

If you have any claim against MarTech AI related to break law compliance, you MUST bring it individually in binding arbitration per Section 14 of these Terms. You may NOT:

• Bring representative PAGA claims on behalf of other aggrieved employees or users
• Recover PAGA penalties in arbitration
• Seek injunctive relief affecting other users

3. Acknowledgment of Iskanian Limitations

You acknowledge that Iskanian v. CLS Transportation Los Angeles, LLC (2014) 59 Cal.4th 348 holds that PAGA representative claims cannot be waived or compelled to arbitration. However, to the maximum extent permitted by law, you agree:

• Any PAGA claim must be brought individually, not representatively
• If a court allows representative PAGA claims, MarTech AI's liability is capped per Section 11.2 (amount you paid in prior 12 months)
• You will indemnify MarTech AI for PAGA penalties assessed against us arising from YOUR break law violations

D. Your Break Law Compliance Obligations

YOU COVENANT AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR:

1. Creating Compliant Break Rules

• Meal Breaks: Configure 30-minute unpaid meal breaks starting before end of 5th hour of work
• Second Meal Break: Configure second 30-minute meal break for shifts over 10 hours
• Rest Breaks: Configure 10-minute paid rest breaks for every 4 hours worked (or major fraction - 3.5+ hours triggers rest break)
• Timing: Ensure rest breaks occur in middle of work period to extent practicable

2. California-Specific Requirements

• On-Duty Meal Periods: Obtain written on-duty meal period agreements if job duties prevent off-duty breaks (CA Labor Code § 512(e))
• Meal Break Waivers: Obtain written waivers for first meal break if shift ≤6 hours, second meal break if shift ≤12 hours
• Relief of All Duties: Ensure employees are actually relieved of all duties during meal breaks
• No Discouragement: Do not discourage or impede employees from taking breaks

3. Premium Payment

If meal or rest breaks are not provided:

• Pay one additional hour of pay at employee's regular rate for EACH day a break is missed
• Pay premium by next regular payday
• Include premium on wage statement

4. Record-Keeping (CA Labor Code § 1174, § 226)

Maintain records showing:

• When meal breaks were provided or waived
• Meal break premiums paid
• Rest break policies and compliance
• Retain for 3-4 years minimum

E. No Liability for Your Employee PAGA Claims

IF YOUR EMPLOYEES (OR FORMER EMPLOYEES) BRING PAGA CLAIMS AGAINST YOU:

You agree:

• We Are Not Liable: MarTech AI has NO LIABILITY for PAGA claims brought against YOU, even if employees allege our break tracking software contributed to violations
• No Contribution/Indemnity: You waive any right to seek contribution or indemnity from MarTech AI for PAGA penalties assessed against you
• You Must Defend Us: If YOUR employees or the California Labor and Workforce Development Agency (LWDA) names MarTech AI as a defendant in PAGA litigation, you agree to provide legal defense at your expense, indemnify us for all costs and penalties, and cooperate in removing us from the case

F. No Duty to Prevent Break Violations

WE HAVE NO OBLIGATION TO:

• Monitor whether you configured California-compliant break rules
• Alert you to missing or incorrect break configurations
• Prevent you from scheduling shifts without breaks
• Detect when breaks are missed or not provided
• Calculate or track meal break premiums
• Notify employees when entitled to breaks
• Enforce break policies on your behalf
• Report break violations to California LWDA
• Participate in PAGA investigations or settlement discussions

YOU ACKNOWLEDGE: We may detect that your break rules do not comply with California law and have NO DUTY to warn you or intervene.

G. Break Deductions in Labor Cost Calculations

Our labor cost analytics deduct UNPAID breaks from projected labor costs. This is an ESTIMATE only and does NOT mean:

• Breaks were actually provided
• Breaks comply with California timing requirements
• Break premiums are not owed
• You are in compliance with CA Labor Code

If breaks are missed: You owe the full hours worked PLUS one hour premium, regardless of what our system calculated.

H. Multi-Location California Operations

If you operate in California AND other states:

WE do NOT:

• Automatically apply California break rules to CA locations
• Detect which locations are in California
• Vary break rules by state
• Calculate different break requirements for different jurisdictions

YOU MUST:

• Identify which locations are in California
• Create California-specific break rules
• Assign CA break rules ONLY to CA locations
• Verify compliance for EACH location separately

I. Acknowledgment and Certification

BY USING THE BREAK RULES FEATURE, YOU CERTIFY:

• ☐ You understand California requires specific meal and rest breaks under Labor Code §§ 226.7, 512
• ☐ You are solely responsible for creating break rules that comply with California law
• ☐ You will NOT rely on our software to ensure break law compliance
• ☐ You waive any right to bring PAGA representative actions against MarTech AI
• ☐ You accept sole responsibility for all PAGA penalties arising from YOUR break violations
• ☐ You will indemnify MarTech AI if aggrieved employees or LWDA names us in PAGA litigation
• ☐ You understand that even if our software fails to track breaks correctly, causing you PAGA liability of $10M+, our maximum liability is limited to subscription fees paid (per Section 11.2)

J. California Labor Commissioner and LWDA Notice

You acknowledge that California Labor and Workforce Development Agency (LWDA) enforces PAGA claims and may investigate break law violations, assess civil penalties directly, or intervene in employee PAGA lawsuits.

You agree:

• MarTech AI has NO LIABILITY for LWDA investigations or penalties against you
• You will NOT name MarTech AI in LWDA proceedings or settlement agreements
• You will indemnify us if LWDA seeks penalties from us related to your violations

K. Severability and Supremacy

If any court holds that PAGA representative claims cannot be waived per Iskanian, you agree:

• All other provisions of this Section 23.8 remain in full force
• Liability cap in Section 11.2 still applies (amount you paid in prior 12 months)
• Indemnification obligations still apply
• Individual arbitration requirement applies to non-PAGA claims
• No joint liability - you bear 100% of PAGA penalties even if our software contributed

23.9 Not Accounting Services - No Professional Services Provided

A. We Are a Scheduling Tool ONLY - Not Accounting Professionals

WE HAVE NO PROFESSIONAL LICENSES, CERTIFICATIONS, OR CREDENTIALS IN:

• Accounting
• Tax preparation
• Payroll processing
• Financial planning
• Human resources
• Employment law
• Any other professional field

B. Labor Cost Features Are NOT Accounting Services

The labor cost analytics, overtime calculations, payroll projections, and cost reports provided through the Service ("Cost Features") are SCHEDULING TOOLS ONLY and do NOT constitute:

What Cost Features Are NOT:

• Professional accounting services
• Certified financial statements or reports
• Audited or reviewed financial data
• Tax preparation or tax compliance advice
• Payroll processing services
• Bookkeeping or general ledger services
• Financial consulting or advisory services
• Professional opinions, judgments, or recommendations
• Services subject to professional standards (GAAP, AICPA, IRS regulations)

What Cost Features Actually Are:

• Rough estimates generated by software algorithms
• Planning tools for shift scheduling purposes
• Unverified, uncertified, unofficial calculations
• NOT SUITABLE for accounting, tax, financial reporting, or compliance purposes

C. Data May Be Wrong - Do Not Rely On It

WE EXPLICITLY WARN YOU THAT LABOR COST DATA MAY BE:

• ✘ INACCURATE - Calculations may contain mathematical errors, bugs, or logic failures
• ✘ INCOMPLETE - Data may be missing critical information needed for accounting purposes
• ✘ UNRELIABLE - Software may produce inconsistent results or fail unpredictably
• ✘ NON-COMPLIANT - Data does NOT comply with GAAP, tax regulations, or accounting standards
• ✘ UNSUITABLE - Data is NOT appropriate for financial statements, tax returns, or official reporting
• ✘ WRONG - If it helps you understand: assume the data is wrong until you independently verify it with real accounting professionals

YOU MUST ASSUME ALL LABOR COST DATA IS INCORRECT UNLESS VERIFIED BY:

• Your certified public accountant (CPA)
• Your licensed accounting firm
• Your professional payroll service provider
• Your internal accounting department with proper credentials

D. No Unauthorized Practice of Accounting

BY PROVIDING COST FEATURES, WE ARE NOT:

1. Practicing Accounting: We do NOT engage in the practice of accounting as defined by any state board of accountancy. Cost Features are automated software outputs, not professional accounting services.

2. Holding Ourselves Out as Accountants: We do NOT represent, suggest, or imply that we have accounting expertise or credentials, our calculations meet professional accounting standards, our data is suitable for accounting purposes, or we provide services subject to state accountancy board regulation.

3. Providing Professional Opinions: Cost Features are automated calculations without human professional judgment, review, or certification.

4. Subject to Professional Standards: We are NOT subject to state accountancy board jurisdiction, AICPA professional standards, GAAP, auditing standards, or professional liability insurance requirements for accountants.

IF ANY STATE ACCOUNTANCY BOARD CLAIMS WE ENGAGED IN UNAUTHORIZED PRACTICE:

You acknowledge and agree that:

• We explicitly disclaim providing accounting services
• We warned you NOT to use Cost Features for accounting purposes
• You used Cost Features solely for scheduling and planning, not accounting
• You will cooperate with us in defending against such claims
• You will NOT support or participate in regulatory actions against us

E. Tax and Financial Reporting Disclaimer

DO NOT USE COST FEATURES FOR:

Tax Purposes:

• ✘ Calculating taxable wages or payroll tax withholdings
• ✘ Preparing federal, state, or local tax returns
• ✘ Determining tax deductions or credits
• ✘ Estimating tax liability
• ✘ Supporting tax audits or IRS examinations
• ✘ Making tax planning decisions

Financial Reporting:

• ✘ Preparing financial statements (balance sheets, income statements, cash flow statements)
• ✘ SEC filings or disclosures (10-K, 10-Q, 8-K reports)
• ✘ GAAP-compliant financial reporting
• ✘ Investor presentations or earnings announcements
• ✘ Bank loan applications or credit documentation
• ✘ Budget reports to boards of directors or executives

Payroll Processing:

• ✘ Calculating final employee paychecks
• ✘ Determining net pay after taxes and deductions
• ✘ Processing direct deposits or checks
• ✘ Filing payroll tax returns (941, 940, state forms)
• ✘ Issuing W-2s or 1099s
• ✘ Maintaining official payroll records

F. You Must Hire Real Professionals

YOU COVENANT AND AGREE THAT YOU WILL:

1. Retain Licensed Professionals:

• Hire a certified public accountant (CPA) for accounting services
• Engage a licensed accounting firm for financial reporting
• Use a professional payroll service provider for payroll processing
• Consult tax professionals for tax preparation and compliance
• Employ qualified accountants or bookkeepers for general ledger maintenance

2. NOT Rely on Cost Features for Professional Purposes:

• Do NOT use our data in place of professional accounting services
• Do NOT submit our calculations to government agencies (IRS, state tax boards)
• Do NOT include our projections in audited financial statements
• Do NOT rely on our estimates for business valuations or transactions
• Do NOT use our data as evidence in legal proceedings requiring certified records

3. Independent Verification Required:

• Verify ALL cost data with your accounting professionals before making financial decisions
• Reconcile our estimates against actual general ledger accounts
• Have your CPA review any financial reporting that references labor costs
• Confirm tax calculations with licensed tax preparers

G. No Liability for Professional Service Claims

WE HAVE ABSOLUTELY NO LIABILITY FOR:

Professional Malpractice Claims:

• Claims that we provided negligent accounting services (we provide NO accounting services)
• Claims that we breached professional standards (we are NOT subject to professional standards)
• Claims that we committed accounting errors (our calculations are NOT accounting services)
• Claims that we owe professional duties of care (we are software providers, not professionals)

Unauthorized Practice of Profession:

• State accountancy board actions claiming unauthorized practice of accounting
• Cease and desist orders or injunctions
• Civil penalties, fines, or professional discipline
• Criminal charges for unauthorized practice (if applicable in any jurisdiction)

Tax and Regulatory Claims:

• IRS audits, examinations, or penalties arising from use of our data
• State tax board assessments or interest charges
• Underpayment penalties due to incorrect tax calculations based on our estimates
• Financial statement restatements or corrections

Professional Liability Insurance:

• We do NOT carry professional liability insurance (E&O) for accountants
• We do NOT carry malpractice insurance
• Claims that should be covered by such insurance are NOT covered because we are NOT professionals

H. Marketing and Promotional Statements

Any marketing materials, website content, or promotional statements that reference "labor cost management," "cost analytics," "financial insights," "budget tracking," "payroll projections," or similar language are MARKETING DESCRIPTIONS ONLY and do NOT mean:

• We provide professional accounting services
• We guarantee accuracy of calculations
• We meet professional accounting standards
• You can rely on data for accounting purposes
• We are qualified to provide financial advice

These Terms supersede and control over any inconsistent marketing statements.

I. Acknowledgment and Certification

BY USING COST FEATURES, YOU CERTIFY:

• ☐ You understand XShift AI is a scheduling tool, NOT an accounting firm
• ☐ You understand labor cost data is unverified software output, NOT professional accounting services
• ☐ You will NOT use Cost Features as a substitute for hiring real accountants, CPAs, or payroll professionals
• ☐ You will NOT rely on Cost Features for tax preparation, financial reporting, or payroll processing
• ☐ You will independently verify all data with licensed professionals before making financial decisions
• ☐ You acknowledge data may be wrong and accept sole responsibility for any errors
• ☐ You waive any claims that we engaged in unauthorized practice of accounting or provided professional services
• ☐ You will NOT support regulatory actions against us by state accountancy boards

J. Supremacy of This Disclaimer

If any other provision of these Terms, any marketing material, or any verbal statement by our employees suggests that we provide accounting services, guarantee accuracy for accounting purposes, meet professional accounting standards, or that you can rely on data for financial reporting:

THIS SECTION 14.9 CONTROLS AND SUPERSEDES ANY SUCH STATEMENT.

We are a scheduling tool. We are NOT accountants. Do NOT use our data for accounting. Hire real professionals.

23.10 Securities Fraud and Financial Reporting Prohibition

A. Do NOT Use for SEC Filings or Investor Communications

Securities and Exchange Commission (SEC) Filings:

• ✘ Form 10-K (Annual Reports)
• ✘ Form 10-Q (Quarterly Reports)
• ✘ Form 8-K (Current Reports)
• ✘ Registration statements (S-1, S-3, S-4, etc.)
• ✘ Proxy statements (Schedule 14A)
• ✘ Any other SEC filing or disclosure document

Investor Communications:

• ✘ Earnings announcements or press releases
• ✘ Investor presentations or roadshows
• ✘ Shareholder letters or annual reports
• ✘ Conference calls with analysts or investors
• ✘ Management Discussion & Analysis (MD&A)
• ✘ Forward-looking statements or financial guidance

Financial Reporting to Stakeholders:

• ✘ Audited financial statements for investors/banks
• ✘ Quarterly earnings reports
• ✘ Loan applications or credit facility documentation
• ✘ Due diligence materials for M&A transactions
• ✘ IPO prospectuses or offering memoranda

B. No Liability for Securities Fraud Claims

WE HAVE ABSOLUTELY NO LIABILITY FOR ANY SECURITIES LAWS VIOLATIONS ARISING FROM YOUR USE OF LABOR COST DATA.

Federal Securities Laws - No Liability For:

• Securities Act of 1933: Section 11 (material misstatements in registration statements), Section 12(a)(2) (misstatements in prospectuses)
• Securities Exchange Act of 1934: Section 10(b) and Rule 10b-5 (fraud), Section 18 (false statements in SEC filings), Section 20(a) (control person liability)
• Sarbanes-Oxley Act of 2002: Section 302 (CEO/CFO certifications), Section 404 (internal controls), Section 906 (criminal penalties)
• PSLRA: Securities class actions alleging material misstatements

C. No Liability for Shareholder Lawsuits

You agree:

• We Are Not Liable: MarTech AI has NO LIABILITY for securities fraud claims, even if you used our data in SEC filings, our projections were materially wrong, shareholders lost hundreds of millions, SEC investigates you, or you face criminal charges
• No Joint Liability: You waive any right to name MarTech AI as co-defendant or contribution defendant in securities litigation
• You Must Indemnify Us: If shareholders or SEC names us, you provide full legal defense, indemnify all damages/penalties/fees, and reimburse SEC investigation costs
• No Contribution for Settlements: If you settle for $50M, $100M, or any amount, you CANNOT seek reimbursement from us

D. Sarbanes-Oxley Certification Disclaimer

IF YOU ARE A PUBLIC COMPANY SUBJECT TO SARBANES-OXLEY:

CEO/CFO Certifications (SOX § 302 and § 906):

When your CEO and CFO certify under penalty of perjury that financial statements are accurate and complete:

• XShift AI data is NOT verified, audited, or suitable for such certifications
• If you include our projections in certified financial statements, YOU bear sole responsibility
• We have NO LIABILITY if certifications are false due to our inaccurate data
• CEO/CFO criminal liability (up to 20 years imprisonment + $5M fines) is YOURS alone

Internal Controls (SOX § 404):

• Using unverified XShift AI data may constitute a control deficiency
• We have NO DUTY to provide controls, audit trails, or SOX-compliant documentation
• Material weaknesses identified by auditors are YOUR responsibility

E. State Blue Sky Laws - No Liability

We have NO LIABILITY under state securities laws (Blue Sky Laws), including California Corporate Securities Law, New York Martin Act, Texas Securities Act, Massachusetts Uniform Securities Act, or any other state securities laws. No liability for state AG investigations, cease and desist orders, civil penalties, or criminal prosecutions.

F. Auditor Reliance - Prohibited

IF YOU ARE AUDITED BY INDEPENDENT AUDITORS:

• Do NOT Provide Our Data to Auditors: Do NOT provide XShift AI reports to independent auditors as evidence supporting financial statements
• Not Audit Evidence: Data is NOT audited, NOT subject to GAAS, NOT suitable as audit evidence
• Audit Failures: We have NO LIABILITY for qualified opinions, adverse opinions, restatements, or going concern warnings
• No Auditor Confirmations: We will NOT respond to auditor confirmations or provide SOC reports

G. Private Placement and M&A Transactions

DO NOT USE LABOR COST DATA IN:

• Private placement memoranda (PPMs) or Reg D/Reg A+ offerings
• M&A confidential information memoranda (CIMs) or quality of earnings reports
• Representations and warranties in purchase agreements
• IPO S-1 registration statements or roadshow presentations

If You Do: You assume ALL securities fraud risk. MarTech AI has NO LIABILITY.

H. Material Misstatement Disclaimer

Labor costs are often material for restaurant chains (30-35% of revenue), retail (10-20%), healthcare (50%+), hospitality (35-45%).

If projections are wrong by 5%+ → Likely material misstatement

You acknowledge: Our projections can easily be wrong by 5-20%+. Using our data in investor communications creates material misstatement risk. We WARNED you. Any securities fraud liability is 100% yours.

I. Forward-Looking Statements - Safe Harbor Does NOT Apply

The PSLRA safe harbor for forward-looking statements does NOT protect you if projections are based on materially false underlying data (like wrong labor cost estimates). We do NOT provide safe harbor language. If you KNOW our data is unreliable but use it anyway, safe harbor does NOT apply.

J. SEC Enforcement - No Cooperation Obligation

IF THE SEC INVESTIGATES YOU:

• We have NO DUTY to respond to SEC subpoenas, provide testimony, or produce technical documentation (unless legally compelled)
• You will NOT argue "our software vendor provided bad data" or "MarTech AI should share responsibility"
• You must indemnify us for all SEC-related legal fees and compliance costs

K. Acknowledgment and Certification

BY USING LABOR COST FEATURES, YOU CERTIFY:

• ☐ You understand labor cost data is NOT suitable for SEC filings or investor communications
• ☐ You will NOT use projections in securities offerings or disclosure documents
• ☐ You will NOT rely on our data when CEO/CFO certify financial statements under SOX
• ☐ You acknowledge using our data in investor communications creates material misstatement risk
• ☐ You waive claims against MarTech AI for securities fraud, even if shareholders lose hundreds of millions
• ☐ You will indemnify us if SEC or shareholders sue us based on YOUR use of our data
• ☐ You understand publicly traded companies should NOT use XShift AI for financial reporting - use actual payroll data

L. Recommended Alternative for Public Companies

IF YOU ARE PUBLICLY TRADED: Use XShift AI for scheduling ONLY. Do NOT export labor cost data to financial systems. Rely on actual payroll data for SEC filings. Have internal accounting staff independently calculate labor costs. Engage external auditors. Consult securities counsel.

23.11 Specific Non-Reliance, Entire Agreement, and Preservation of Non-Waivable Rights

This Section identifies specific matters about which you acknowledge you are not relying on any statement, representation, warranty, projection, or description by MarTech AI, whether made in the Service, in marketing or sales materials, on our website, in demonstrations, or orally. You have had the opportunity to test the Service and to consult your own advisors, and you accept the Service "AS IS" and "AS AVAILABLE" subject to the disclaimers and limitations elsewhere in these Terms, including Sections 10, 11, and 23. The matters below are enumerated deliberately so that this non-reliance is specific rather than general.

A. Specific Matters On Which You Do Not Rely

You acknowledge and agree that you are not relying on, and MarTech AI makes no representation, warranty, or guarantee regarding, any of the following:

1. Overtime detection and prevention. Overtime detection is a best-effort convenience feature. Overtime scans may not run on any fixed or guaranteed schedule; they evaluate scheduled hours rather than actual hours worked; they consider a weekly threshold for the current week only; and no scheduling, assignment, or coverage action is guaranteed to detect, warn of, block, or prevent overtime. You remain responsible for monitoring and controlling overtime.
2. Automated call-out and shift-coverage outcomes. When a shift is called off or becomes open, the Service does not guarantee that a replacement will be found, assigned, or notified. Automatic assignment of a replacement may occur without the assigned employee's acknowledgment or acceptance, and may result in overtime. You are responsible for confirming coverage.
3. Automated time-off approval and denial. Where you enable automated approval or denial of time-off requests, you are solely responsible for the content, configuration, and legality of those rules, including any automated denial of sick, protected, or other legally protected leave. The Service does not guarantee that any approval, denial, or related notice will be generated, delivered, or received.
4. Time-off accrual and balance accuracy. Any time-off balance, accrual, or count of days taken that the Service stores or shows can be zero, missing, out of date, or wrong, and is not a payroll authority or a system of record for accrued leave. You must keep and verify your own leave records.
5. Break scheduling, deductions, and meal-and-rest compliance. Scheduled breaks are not evidence that breaks were taken. Break deductions depend on punches and configuration and may not reflect actual time worked. The Service does not supply the content of any meal, rest, or break law and does not guarantee compliance with any such law.
6. Time tracking and payroll export accuracy. Hours, totals, and exports are estimates that require your independent verification before use. MarTech AI does not warrant the correctness of timezone rendering, the handling of missing or edited punches, overtime splits, or compatibility with any payroll provider format, including ADP or Gusto formats. MarTech AI is not a payroll processor and does not calculate, file, or remit wages or taxes.
7. Notification delivery. The Service does not guarantee that any notification will be delivered, delivered on time, or received. Notifications, including emails and in-app notifications, can be delayed, sent to the wrong person, never sent, or never shown. Schedule-publication, assignment, time-off, and reminder notices may fail without notice to you. You remain responsible for any statutory schedule-notice, advance-notice, or fair-workweek or predictive-scheduling obligations that apply to your workforce.
8. Schedule generation and publication. Generated schedules are drafts that require your review before publication. Constraint and rule satisfaction is best-effort, and the Service does not guarantee a conflict-free, complete, or error-free schedule.
9. Labor-cost estimates and budget guardrails. Labor-cost figures are estimates derived from scheduled hours and the wage data you enter. Any budget cap, guardrail, or warning enforces only the rules you configure, and does not guarantee that actual labor cost will remain within any budget. The day, week, or location to which overtime cost is attributed is an approximation, may differ between features of the Service, and may change as shifts are added, removed, or reordered.
10. Custom plain-language rules. Custom rules you write in plain language may be misinterpreted by the Service, and fire only on the triggers the Service supports. You are responsible for testing each rule and confirming it behaves as you intend before relying on it.
11. AI Copilot outputs and actions. Instructions you type or speak into AI Copilot are interpreted by a third-party generative model, and the same instruction given twice may produce different results. A single message may be treated as several instructions, or several as one, and any of them may be misread, merged, dropped, or carried out in a different order. Employees, shifts, and locations named in an instruction are matched by approximate text and may be matched to the wrong record. Acting on your instruction, AI Copilot may create, change, or delete records — including, but not limited to, changing a shift's hours, date, required headcount, or location; removing a person from a shift; exchanging two people's shifts; deleting shifts together with every assignment on them; renaming a location; setting role requirements, which may change the number of people a shift requires; and applying several such changes at once — and may report an outcome that differs from what actually occurred, or report nothing at all. MarTech AI does not warrant the accuracy, completeness, or suitability of any AI Copilot output or action. You are responsible for verifying every record after any AI Copilot action, and no message, card, list, preview, or confirmation shown by the Service reduces that responsibility, creates any duty on MarTech AI, or creates any liability for MarTech AI, whether or not you reviewed, approved, corrected, or relied on it. See Section 26. AI Copilot may decline to act on an instruction, or may direct you to a different feature of the Service, based on automated matching of the words you typed, which may misclassify an instruction.
12. Account setup from submitted content. Content you paste, upload, or photograph is interpreted by a third-party generative model. Identical content submitted twice may produce different results. The model may misread names, times, dates, wages, and quantities; attribute a value to the wrong person; merge two people into one record or split one person into two; read a heading, a location, a job title, or a stray word as a person; omit rows entirely; and produce values appearing nowhere in what you submitted. Times are extracted without any determination of what they mean. Records created — including employees, job roles, locations, pay rates, availability, time off, staffing requirements, and automation rules — may be wrong in ways no screen reveals, may not be created at all without indication, and may be attached to the wrong person, the wrong location, or every location. Settings changed during account setup alter how schedules are produced across your entire organisation, and some cannot be reversed without permanently deleting data. You are responsible for verifying every record and every setting after creation, and no screen, display, list, preview, or confirmation shown by the Service reduces that responsibility, creates any duty on MarTech AI, or creates any liability for MarTech AI, whether or not you reviewed it. See Section 27.
13. Rotating patterns and the rotation builder. A pattern you type or paste is interpreted by a third-party generative model that may misread, hallucinate, omit, or alter content, and the same text given twice may produce different results. The check that runs before a rotation is built evaluates scheduled hours rather than hours worked, evaluates only the rule and policy types it supports, and considers whether someone is assigned to a shift and not how many people a shift requires. A rotation does not extend itself, and seats left open remain open unless you fill them. You are not relying on any pattern, question, count, warning, summary, or message the rotation builder displays, whether or not you reviewed, answered, corrected, or relied on it. Section 29 applies.
14. Free tools. Every draft, grid, total, reason, export, and printout produced by a free tool, including the free schedule generator, is built by automated interpretation of content submitted without an account, may be wrong in the ways described in Section 28.3 and in ways not described there, and is not warranted in any respect. You are responsible for verifying every part of it before relying on it, whether or not you reviewed it. See Section 28.
15. Hour targets and shift targets. Every target, count, shortfall, and reason the Service shows, including in the Schedule Log, is an estimate built in the ways described in Sections 32.1 and 36, and you are not relying on it, whether or not you reviewed, approved, corrected, or relied on it.
16. AI Copilot requests and follow-ups. Every card, reply, job, time-off entry, target, and setting change the AI Copilot proposes or makes may be wrong in the ways described in Section 32.1 and in other ways, and you are not relying on any of it, whether or not you reviewed, approved, corrected, or relied on it.
17. Schedule import and email notifications. Every shift, person, and record an import creates, and every email the Service sends or fails to send, including where a business's email settings start switched off, an address is refused, or delivery fails, is something you are not relying on, whether or not you reviewed, approved, corrected, or relied on it.
18. Free overtime calculator. Every pay figure, overtime figure, premium, total, tax deduction estimate, employer cost, contributor list, straight-time comparison, and payback figure the free overtime calculator produces is arithmetic applied in your browser to the figures you typed, under the federal weekly rule and the four state daily rules as coded on the page, for a single week, without regard to exemption status, the components of the regular rate, other weeks, other laws, or your tax situation, and may be wrong in the ways described in Section 28.3 and in ways not described there. It is not a wage statement, a payroll calculation, a tax determination, or a statement of what any law requires, and you are not relying on it, whether or not you reviewed, shared, printed, embedded, or relied on it.
19. Time savings, cost savings, and return on investment. Any figure describing time saved, cost saved, efficiency gained, or return on investment is illustrative only and is not a promise of any particular result for your business.
20. Third-party integrations and data synchronization. The availability, correctness, and continuity of any third-party integration or data export, including Gusto, ADP, other payroll systems, and CSV files, is not warranted, and may change or stop working without notice.
21. Legal compliance generally. The Service is not legal advice and does not ensure compliance with any law, including the FLSA, state overtime law, meal-and-rest law, predictive-scheduling or fair-workweek law, minor-work law, or leave law. This confirms and does not replace the compliance disclaimers elsewhere in these Terms, including Sections 23.7, 23.8, 23.9, and 23.10.
22. Service levels, security, and availability. No service-level commitment, uptime guarantee, security certification, or specific technical capability arises from any marketing or website statement. Unless expressly committed in a written order form or agreement signed by MarTech AI, you do not rely on any implied service level, and you do not rely on any statement of SOC 2 certification, any specific uptime percentage, or the availability of a public API.
23. Pricing and trial statements. The terms of your subscription, including price, per-user fees, and trial length, are governed by your order form or in-product checkout. The fees in Section 7 and the amount our payment processor charges control over any marketing or website statement and over the checkout page, which can be wrong as described in Section 38.1.
24. Signup and checkout pages. Every price, total, date, form, location estimate, banner, record, and result on any signup or checkout page can be wrong in the ways described in Section 38.1 and in other ways, and you are not relying on any of it, whether or not you reviewed, approved, corrected, or relied on it.
25. Currency presentation and conversion. Whether the checkout page offers a currency other than U.S. Dollars, which currency it offers, and the converted amount it shows are determined by our payment processor from signals it selects, which may include the country associated with your connection and your browser's settings, and may be wrong for you. The converted amount includes the processor's conversion charge, is calculated at the time of each charge, and may differ between charges, between the amount shown and the amount your bank debits, and between the checkout page and any other page, email, invoice, or screen of the Service, all of which state the U.S. Dollar fee. MarTech AI does not set, verify, or guarantee any exchange rate or converted amount, and you are not relying on any converted amount shown anywhere.
26. Calls, demonstrations, and call preparation. Before a call you book, an AI agent run on a third-party provider's systems may research you and your business from your booking answers and from public sources. It may match you to the wrong person or business, rely on public information that is outdated or wrong, and misjudge your role, headcount, or needs. What is said or shown on a call draws on that preparation and on a demonstration account configured differently from yours. You are not relying on any statement, figure, estimate of time or money saved, recommendation, or demonstration made on or in connection with a call, whether or not you reviewed, recorded, or relied on it. Section 9.1B applies.
27. Product films and animations. A film, animation, or picture of the Service on our website, in an advertisement, or anywhere else may be a recreation built with sample data and invented names rather than a recording of the Service, may be shortened or sped up, and may show screens, replies, results, counts, timings, rules, locations, prices, and steps that differ from what the Service shows or does for you, including every shift or spot filled where the Service would leave some unfilled, a schedule built in seconds where the Service would take longer or fail, and rules checked that you have not set or that the Service misapplies. You are not relying on any of it, whether or not you watched, paused, or shared it. Section 35.2 applies.

B. Entire Agreement and Merger

These Terms, together with any order form, the Privacy Policy, and any documents expressly incorporated by reference, constitute the entire agreement between you and MarTech AI regarding the Service, and supersede all prior or contemporaneous statements, understandings, proposals, demonstrations, marketing or website content, and oral or written communications on the same subject. No statement outside these Terms forms part of the agreement or creates any warranty, and you acknowledge that you have not relied on any such statement.

C. Preservation of Fraud Claims and Non-Waivable Rights

Nothing in this Section 23.11 excludes or limits liability for fraud or fraudulent or intentional misrepresentation, and nothing in this Section waives, limits, or disclaims any right or remedy that cannot be waived, limited, or disclaimed under applicable law. To the extent any part of this Section is held unenforceable, the remainder continues in full force and effect.

23.12 No Fiduciary Duty

YOU ACKNOWLEDGE MARTECH AI IS NOT YOUR FIDUCIARY.

We do NOT owe you fiduciary duties of loyalty, care, good faith, or fair dealing. We are a software vendor in an arms-length commercial transaction ONLY.

No Fiduciary Relationship Because:

• We do NOT manage your assets or make decisions on your behalf
• We do NOT hold ourselves out as advisors acting in your best interest
• We do NOT have discretionary authority over your business operations
• We provide tools - YOU make all business decisions

Even If: We provide labor cost analytics, recommendations, or insights → This does NOT create a fiduciary relationship.

You Waive: Any claims for breach of fiduciary duty, breach of duty of loyalty, or breach of duty of care arising from inaccurate labor cost data.

23.13 [Reserved.]

23.14 State Consumer Protection Laws - No Violation

THESE STATUTES DO NOT APPLY TO THIS BUSINESS-TO-BUSINESS TRANSACTION:

States Covered (Non-Exhaustive):

• California: Unfair Competition Law (UCL), False Advertising Law, Consumer Legal Remedies Act
• Massachusetts: Chapter 93A (unfair/deceptive practices)
• New York: General Business Law § 349 (deceptive acts)
• Texas: Deceptive Trade Practices Act
• Florida: Deceptive and Unfair Trade Practices Act
• All other states with similar consumer protection laws

Why These Laws Don't Apply:

• Business-to-Business Transaction: You are a business using software for commercial purposes, not a consumer purchasing for personal use
• Sophisticated User: You are not an unsophisticated consumer needing protection
• No Deception: We explicitly disclaim accuracy throughout these Terms - no deception occurred
• Conspicuous Disclaimers: All limitations are clear and prominent

23.15 [Reserved.]

Contract Terms Control: Our explicit disclaimers in Sections 10 (Warranties), 11 (Liability), and 23 (Labor Costs) define our obligations. We do not owe additional implied duties beyond what's written.

23.16 Third-Party Beneficiaries and Union Claims - No Liability

YOUR EMPLOYEES, UNIONS, AND OTHER THIRD PARTIES HAVE NO RIGHTS UNDER THESE TERMS.

No Third-Party Beneficiaries:

• Your employees are NOT third-party beneficiaries of this agreement
• Unions representing your employees are NOT third-party beneficiaries
• Your employees CANNOT sue us for labor cost errors affecting their pay

No Tortious Interference with Union Contracts:

If you operate under collective bargaining agreements (CBAs) and our inaccurate labor cost calculations cause you to violate CBA terms:

• Unions Cannot Sue Us: Unions have NO CLAIM against MarTech AI for tortious interference with the CBA. You are solely responsible for CBA compliance.
• No Joint Liability: If unions sue YOU for CBA violations, you cannot bring us in as co-defendants or seek contribution.
• You Must Indemnify Us: If unions name MarTech AI in grievances, arbitrations, or lawsuits related to YOUR use of our data, you will defend and indemnify us.

Examples of No Liability:

• CBA requires overtime at 1.5x → Our calculator shows 1.0x → You underpay union members → Union sues → We have NO LIABILITY
• CBA requires specific break schedules → Our break tracking fails → You violate CBA → Union files grievance → We have NO LIABILITY
• CBA has seniority rules for scheduling → Our AI violates seniority → Union sues for breach → We have NO LIABILITY

YOU WAIVE:

Any right to claim we tortiously interfered with your union contracts, and you indemnify us for all union-related claims.

23.17 California Wage Statement Penalties (Labor Code § 226) - No Liability

XSHIFT AI HAS ZERO LIABILITY FOR WAGE STATEMENT VIOLATIONS UNDER CALIFORNIA LABOR CODE § 226.

California Labor Code § 226 imposes penalties of $50 per violation (initial) and $100 per violation (subsequent) for inaccurate wage statements. For a 200-employee company with systemic errors over 24 pay periods, exposure can exceed $480,000 in penalties alone, plus attorney fees.

Wage Statement Requirements (CA Labor Code § 226):

• Total hours worked (regular and overtime)
• Gross wages earned
• All deductions itemized
• Net wages paid
• Pay period dates
• Employee name, last 4 SSN, hourly rates

IF YOU USE XSHIFT AI DATA ON WAGE STATEMENTS:

• You Are Solely Responsible: XShift AI does NOT generate, review, or validate wage statements. If you pull labor cost data from XShift and include it on employee wage statements, YOU are responsible for accuracy.
• No Verification by XShift: We do NOT verify that hours, rates, overtime calculations, or deductions comply with § 226 requirements.
• Penalties Fall on YOU: If employees sue under § 226 for inaccurate wage statements based on XShift data, MarTech AI has ZERO LIABILITY for penalties, damages, or attorney fees.

Common § 226 Violations We Are NOT LIABLE For:

• Incorrect total hours worked (XShift miscalculated shift duration)
• Wrong overtime hours (XShift failed to detect OT threshold)
• Inaccurate gross wages (XShift used wrong hourly rate)
• Missing meal/rest break premiums (XShift break tracking failed)
• Incorrect pay period dates (XShift timezone conversion error)

YOU ACKNOWLEDGE:

XShift AI is a scheduling tool, NOT a payroll processor or wage statement generator. You must independently verify all wage statement data with qualified payroll professionals before providing to employees.

YOU WAIVE:

All claims against MarTech AI for California Labor Code § 226 penalties, including initial violations ($50), subsequent violations ($100), injunctive relief, and attorney fees. You indemnify us for all § 226 claims.

23.18 Aiding and Abetting Wage Violations (CA Labor Code § 558.1) - No Liability

XSHIFT AI DOES NOT AID, ABET, OR FACILITATE WAGE VIOLATIONS. YOU ARE SOLELY RESPONSIBLE FOR WAGE/HOUR COMPLIANCE.

California Labor Code § 558.1 allows employees to sue ANY PERSON (not just employers) who "causes" an employer to violate wage/hour laws. Penalties: $100 per employee per pay period for initial violations, $200 per employee per pay period for subsequent violations, plus attorney fees.

Plaintiff's Theory:

"XShift AI provided inaccurate labor cost calculations that CAUSED our employer to underpay us. XShift aided and abetted wage theft under § 558.1 and should be liable for penalties."

WE REJECT THIS THEORY COMPLETELY.

Why XShift Is NOT Liable Under § 558.1:

• No Control Over Pay Decisions: XShift does NOT set employee wages, approve paychecks, or determine compensation. YOU control all pay decisions.
• No Intent to Violate Laws: XShift does NOT intend, encourage, or facilitate wage violations. We provide scheduling software, not wage/hour compliance advice.
• Customer's Independent Duty: YOU have an independent legal duty to comply with wage/hour laws. You cannot delegate that duty to software.
• Voluntary Use: You CHOOSE to use XShift data. You are NOT required to rely on it without verification.

Examples of No § 558.1 Liability:

• XShift calculates overtime wrong → You underpay employees → Employees sue under § 558.1 → We have NO LIABILITY
• XShift fails to track meal breaks → You violate break laws → Employees claim XShift "aided" violation → We have NO LIABILITY
• XShift shows incorrect shift hours → You pay based on wrong data → Employees sue for unpaid wages + § 558.1 penalties → We have NO LIABILITY

Legal Standard for § 558.1 Liability:

To impose § 558.1 liability on a third party, plaintiff must prove:

1. Employer violated wage/hour law (e.g., failed to pay overtime)
2. Third party CAUSED the violation (not just provided tools)
3. Third party had KNOWLEDGE the violation would occur
4. Third party INTENDED to facilitate the violation OR substantially assisted with knowledge

XShift Fails Elements 2-4:

• No Causation: YOU caused the violation by failing to verify data and paying employees incorrectly
• No Knowledge: XShift has NO KNOWLEDGE of your specific pay practices or violations
• No Intent: XShift does NOT intend to help you violate wage laws. Our Terms WARN you to verify data independently.

YOU ACKNOWLEDGE:

You are solely responsible for wage/hour compliance. XShift AI does NOT control your pay decisions, does NOT intend to facilitate violations, and does NOT owe any duty to ensure you comply with wage laws.

YOU WAIVE:

All claims that MarTech AI aided, abetted, caused, or facilitated wage violations under California Labor Code § 558.1 or similar statutes. You indemnify us for all § 558.1 claims brought by your employees or regulators.

23.19 Products Liability - Software Is Not a "Product" Under Strict Liability

XSHIFT AI SOFTWARE IS NOT A "PRODUCT" SUBJECT TO STRICT PRODUCTS LIABILITY. YOU WAIVE ALL PRODUCTS LIABILITY CLAIMS.

Under traditional products liability law, defective "products" can trigger strict liability for design defects, manufacturing defects, or failure to warn—even without proof of negligence. Software products liability is an emerging legal theory that some plaintiffs use to sue software companies for pure economic loss.

California Precedent - Aas v. Superior Court (2000):

California courts have held that "standalone software" CAN be treated as a "product" under strict liability in limited circumstances. However, XShift AI falls outside this precedent.

Why XShift Is NOT a "Product" Under Strict Liability:

• Service, Not Product: XShift is a cloud-based SaaS (Software-as-a-Service) platform. You license access to our service—you do NOT purchase a physical product or standalone software copy.
• Economic Loss Doctrine Applies: Products liability is designed for physical injuries (e.g., defective car causes crash). You suffered pure economic loss (inaccurate labor cost data). Economic loss doctrine bars tort claims—contract law controls.
• No "Defect" - Disclaimer of Warranties: Section 10 disclaims ALL warranties. Software is provided "AS IS" with NO guarantee of accuracy. No implied warranty of merchantability or fitness for purpose exists.
• No Duty to Warn: We explicitly WARN you in Section 23 that labor cost data may be inaccurate and must be independently verified. You cannot claim "failure to warn" when warnings are in our Terms.

Products Liability Theories YOU WAIVE:

• Design Defect: You waive claims that XShift's labor cost algorithms are "defectively designed"
• Manufacturing Defect: You waive claims that our software contains "bugs" that constitute defects
• Failure to Warn: You waive claims that we failed to warn about inaccuracies (we DID warn in Section 23)
• Strict Liability: You waive ALL strict liability claims—negligence or intentional misconduct must be proven

Economic Loss Doctrine:

The economic loss doctrine bars tort recovery for purely economic damages without physical injury or property damage. You suffered economic loss (bad business decisions based on data). This is a CONTRACT dispute, not a TORT.

Restatement (Third) of Torts - Products Liability Does NOT Apply:

Products liability applies to "tangible personal property" and occasionally software embedded in physical products (e.g., car software). Cloud-based SaaS platforms like XShift are NOT covered.

YOU ACKNOWLEDGE:

XShift AI is a software service licensed under contract. It is NOT a product subject to strict liability. Economic loss doctrine bars tort claims. Contract terms (Sections 10, 11, 23) control all disputes.

YOU WAIVE:

All products liability claims including design defect, manufacturing defect, failure to warn, and strict liability under the Restatement (Third) of Torts or California common law. Contract law controls exclusively.

23.20 Unjust Enrichment and Restitution Claims - Waived

YOU WAIVE ALL UNJUST ENRICHMENT, QUANTUM MERUIT, AND RESTITUTION CLAIMS. CONTRACT TERMS CONTROL EXCLUSIVELY.

Unjust enrichment is an equitable remedy that allows plaintiffs to recover money when no valid contract exists or when enforcing the contract would be "unjust." Sophisticated plaintiffs use unjust enrichment as a backup claim when contract defenses (like warranty disclaimers) block their primary claims.

Plaintiff's Theory:

"XShift AI was unjustly enriched by charging subscription fees while providing inaccurate labor cost data. Even if contract disclaimers bar breach of warranty claims, equity requires XShift to return fees under unjust enrichment/quantum meruit."

WE REJECT THIS THEORY COMPLETELY.

Why Unjust Enrichment Does NOT Apply:

• Valid Contract Exists: These Terms constitute a valid, enforceable contract. When a contract governs the relationship, unjust enrichment claims are BARRED. See Lance Camper Mfg. Corp. v. Republic Indem. Co., 44 Cal.App.4th 194 (1996).
• You Received Value: You received access to XShift's scheduling platform, employee management tools, shift templates, AI copilot, and other features. Labor cost analytics is ONE feature among many. You cannot claim "no value" when you used the platform.
• No "Unjust" Retention: We provided exactly what we promised: scheduling software with labor cost estimates. We NEVER guaranteed accuracy (see Section 23.1). Charging fees for software we delivered is NOT unjust.
• Sophisticated User: You are a business customer who agreed to these Terms. Courts do NOT grant equitable relief to sophisticated parties who voluntarily entered contracts with clear disclaimers.

Quantum Meruit ("As Much As Deserved") Does NOT Apply:

Quantum meruit allows recovery for the reasonable value of services rendered when no contract exists. Here:

• A valid contract EXISTS (these Terms)
• Contract sets price ($X per employee/month) which YOU agreed to
• You cannot use quantum meruit to rewrite the contract price

Restatement (Third) of Restitution § 2 - Not Applicable:

Restitution for unjust enrichment requires: (1) plaintiff conferred benefit on defendant, (2) defendant appreciated the benefit, (3) retention would be unjust. XShift fails element (3):

• You AGREED to pay subscription fees under contract
• We provided software access as promised
• Contract disclaimers (Sections 10, 11, 23) are enforceable
• No fraud, duress, undue influence, or unconscionability exists

You Cannot "Opt Out" of Contract Disclaimers:

Plaintiffs sometimes argue: "Contract disclaimers are unconscionable, so I'm suing in equity instead." This fails because:

• Our disclaimers are NOT unconscionable—they're standard software industry terms
• You had opportunity to negotiate or reject Terms (you chose to accept)
• Courts enforce "AS IS" disclaimers in commercial software contracts

California Law - Contract Controls Over Equity:

"Generally, a party to a contract may not recover in quasi-contract." Paracor Finance, Inc. v. General Elec. Capital Corp., 96 F.3d 1151, 1167 (9th Cir. 1996). Equity does NOT override express contract terms absent fraud or unconscionability.

YOU ACKNOWLEDGE:

A valid contract governs this relationship. XShift AI provided software access in exchange for subscription fees. You received value through use of the platform. No unjust enrichment, quantum meruit, or restitution claim exists.

YOU WAIVE:

All unjust enrichment, quantum meruit, restitution, and equitable claims seeking return of fees paid. Contract terms (including damages cap in Section 11) control exclusively. You cannot use equity to bypass contract disclaimers.

24. Break Tracking Feature - Limitations and Employer Responsibilities

24.1 Scheduling Tool Only - Nature of the Break Tracking Feature

A. Feature Description

The break tracking feature ("Break Tracking") allows you to:

• Create break rules with specified duration and type (PAID or UNPAID)
• Assign break rules to specific business locations
• Configure minimum shift hours required to trigger breaks
• View scheduled breaks associated with shifts in the system
• Generate break rule libraries for organizational reference

B. What Break Tracking Is NOT

Break Tracking is NOT:

• A compliance enforcement system
• A labor law monitoring tool
• A break timer or tracking mechanism for employees
• A record-keeping system for actual breaks taken
• A substitute for your legal obligations as an employer
• Legal advice or guidance on break requirements
• Validation that your break policies comply with any law

C. Limited Scope

Break Tracking operates solely at the scheduling and configuration level. It creates database records of break rules and scheduled breaks but does NOT interact with employees in real-time, enforce break-taking, monitor compliance, or validate legal requirements.

D. Database Records Only

When you configure break rules, XShift AI stores:

• Break rule name, type, duration, and triggering conditions
• Which locations each break rule is assigned to
• Scheduled break duration associated with each shift

XShift AI does NOT store:

• When employees actually start or end breaks
• Whether employees took scheduled breaks
• Whether breaks complied with timing requirements
• Whether employees were properly relieved of duty
• Whether break premium pay was calculated or paid

E. No Employee-Facing Functionality

The Break Tracking feature does NOT provide:

• User interface for employees to start or stop breaks
• Notifications to employees about scheduled breaks
• Reminders that breaks are due or overdue
• Ability for employees to record break times
• Confirmation that breaks were taken
• Break status indicators (pending, taken, skipped, etc.)

F. Acknowledgment

By using the Break Tracking feature, you acknowledge and agree that it is a scheduling and configuration tool only, and you will NOT rely on it for labor law compliance, break enforcement, or legal defense purposes.

24.2 No Automatic Payroll Deduction - Payroll Calculation Methodology

A. Actual Clock Time Basis

Hours in any payroll preview, report, or export can be wrong, including because of missing, edited, or duplicated punches, breaks that were or were not recorded, device clocks, and time zones. They are estimates you must verify before paying anyone.

B. Scheduled Breaks Have NO Effect on Payroll

Scheduled breaks configured in the Break Tracking feature do NOT:

• Automatically deduct time from hours worked
• Reduce payroll calculations
• Affect the clock-in to clock-out time calculation
• Appear in payroll export calculations
• Influence wage calculations in any way

Even if you configure a 30-minute UNPAID break rule, if an employee clocks in at 9:00 AM and clocks out at 5:00 PM, they will be credited with 8 hours of work time, regardless of scheduled breaks.

C. Manual Break Recording Required for Deduction

Break time is deducted from payroll ONLY IF:

• An employee manually records a break start time, AND
• An employee manually records a break end time, AND
• Both times are stored in the system's break tracking fields

Currently, XShift AI does NOT provide a user interface for employees to record break start/end times. Therefore, break deductions do NOT occur in standard usage of the system.

D. Potential Overpayment Scenario

Example:

• Employee works 9:00 AM - 5:00 PM (8 hours)
• Takes 30-minute unpaid lunch break
• XShift AI calculates 8 hours worked (not 7.5 hours)
• Employee is paid for 30 minutes more than actually worked

You are responsible for manually adjusting payroll calculations to account for unpaid breaks if you wish to deduct them from employee pay.

E. Your Payroll Responsibilities

You acknowledge and agree that:

• You will independently track and verify all breaks taken by employees
• You will manually calculate and apply break deductions to payroll
• You will NOT rely on XShift AI's payroll calculations as final
• You will review all payroll exports before processing payments
• You are solely responsible for accurate wage calculations
• XShift AI is NOT liable for payroll errors or overpayments

F. No Warranty of Payroll Accuracy

XShift AI makes NO WARRANTY that its payroll calculations:

• Account for all breaks taken
• Comply with applicable wage and hour laws
• Accurately reflect actual hours worked
• Are suitable for final payroll processing without review

All payroll calculations are provided on an "AS-IS" basis.

G. Limitation of Liability for Payroll Errors

XShift AI SHALL NOT BE LIABLE for any:

• Overpayment to employees due to unrecorded breaks
• Underpayment to employees due to misrecorded breaks
• Payroll calculation errors of any kind
• Financial losses resulting from payroll inaccuracies
• Wage claims or disputes arising from payroll miscalculations
• Penalties or fines from government agencies related to wage errors

24.3 Your Responsibility - Actual Break Provision and Relief from Duty

A. Legal Obligations Remain Unchanged

Configuring break rules in XShift AI does NOT:

• Satisfy your legal obligation to provide breaks to employees
• Constitute notice to employees of their break entitlements
• Relieve you of duty to ensure employees are free from work during breaks
• Establish that employees have been given opportunity to take breaks
• Provide evidence of compliance with break requirements
• Transfer any of your legal responsibilities to XShift AI

B. Employer Obligations Under Federal and State Law

You remain solely and exclusively responsible for:

1. Providing Required Breaks:

• Determining which employees are entitled to breaks under applicable law
• Scheduling breaks at legally required intervals
• Notifying employees of their right to take breaks
• Ensuring employees have adequate time to take breaks
• Providing appropriate break facilities and accommodations

2. Relief from Duty Requirement:

• Completely relieving employees of all work duties during breaks
• Ensuring employees are not required to remain on-call during breaks
• Prohibiting employees from being interrupted for work during breaks
• Ensuring employees can leave the work area during breaks
• Not requiring employees to monitor equipment or respond to customers

3. Documentation and Record-Keeping:

• Maintaining written records of breaks offered to employees
• Documenting when each break was provided
• Recording the duration of each break taken
• Obtaining employee acknowledgment of breaks (where required)
• Retaining break records for the legally required period (typically 3-7 years)

4. Break Premium Pay (Where Applicable):

• Calculating and paying break premium pay when employees miss breaks
• Tracking missed breaks and meal break violations
• Ensuring timely payment of break premiums as required by state law
• Maintaining records of all break premium payments

C. Mere Scheduling is Insufficient for Compliance

You expressly acknowledge and agree that:

• Simply scheduling breaks in XShift AI does NOT satisfy legal requirements
• You must take affirmative steps to provide breaks to employees in reality
• Breaks must be OFFERED, COMMUNICATED, and ACTUALLY PROVIDED to employees
• You cannot use XShift AI's break scheduling as evidence that breaks were given
• Courts and government agencies will require proof of actual break provision

D. Communication to Employees Required

You are responsible for:

• Informing employees in writing of their break entitlements
• Posting break policies in compliance with state law
• Training managers and supervisors on break requirements
• Providing clear instructions on when and how to take breaks
• Ensuring employees understand they must take breaks
• Obtaining signed acknowledgments of break policies (where required)

XShift AI does NOT:

• Notify employees of scheduled breaks
• Display break policies to employees
• Remind employees to take breaks
• Provide any communication regarding breaks to employees

E. Supervision and Enforcement

You must:

• Actively monitor whether employees are taking required breaks
• Instruct supervisors to ensure breaks are provided
• Investigate and address situations where employees skip breaks
• Maintain a workplace culture that encourages break-taking
• Discipline supervisors who prevent employees from taking breaks
• Ensure adequate staffing so breaks can be taken without disruption

F. State-Specific Requirements

You are responsible for complying with ALL state-specific break laws, including but not limited to:

• California: 30-minute meal break for 5+ hour shifts; 10-minute rest breaks
• New York: 30-minute meal break for 6+ hour shifts
• Colorado: 10-minute rest breaks for every 4 hours worked
• Washington: 30-minute meal break for 5+ hour shifts; 10-minute rest breaks
• Oregon: 30-minute meal break for 6+ hour shifts; rest breaks as required

XShift AI does NOT validate compliance with any state's specific requirements.

G. No Substitution for Legal Advice

XShift AI strongly recommends that you:

• Consult with employment law counsel regarding break requirements
• Obtain legal review of your break policies and practices
• Conduct periodic compliance audits of break provision
• Stay informed of changes to federal and state break laws
• Seek legal guidance before implementing or changing break policies

24.4 Your Responsibility - Creating Compliant Break Rules

You Create the Break Rules - Not XShift AI

XShift AI provides tools for you to CREATE and CONFIGURE your own break rules. We do NOT:

• Create break rules for you
• Tell you what break rules you need
• Validate that your break rules are legal
• Warn you if your rules violate labor laws
• Know what laws apply to your business

You Are Solely Responsible For:

1. Researching Break Laws

• Find out what federal, state, and local break laws apply to your business
• Understand break requirements for each location where you operate
• Stay updated when break laws change

2. Creating Compliant Break Rules

• Create break rules that comply with applicable laws
• Configure correct break duration (e.g., 30 minutes for meal breaks)
• Set correct timing triggers (e.g., break must occur within first 5 hours)
• Create separate rules for each state/location if requirements differ

3. Ensuring Compliance

• Consult with an employment lawyer about break requirements
• Review your break rules with legal counsel before using them
• Audit your break configuration regularly
• Update rules when laws change

XShift AI Is NOT Responsible For:

• Your break rule configurations
• Whether your rules comply with the law
• Penalties or fines if your rules violate labor laws
• Employee wage claims resulting from improper break rules
• Legal fees from break law violations

Warning

YOU must research, create, and maintain compliant break rules. XShift AI only provides the tools - YOU are responsible for using them correctly.

⚠️ Consult an employment lawyer before configuring break rules.

24.5 No Legal Validation or Compliance Monitoring

XShift AI Does NOT Validate Your Break Rules

When you create break rules in XShift AI, the system does NOT:

• Check if your break rules comply with federal law (FLSA)
• Check if your break rules comply with state laws (California, Colorado, New York, etc.)
• Check if your break rules comply with local city/county ordinances
• Verify break duration meets legal minimums (e.g., 30 minutes)
• Verify break timing meets legal windows (e.g., "must start by 5th hour")
• Compare your rules to legal requirements in your jurisdiction
• Alert you if your rules are insufficient or non-compliant

The System Accepts Whatever You Configure

XShift AI will allow you to:

• Create a 15-minute "meal break" (even though most states require 30 minutes)
• Set break triggers after 10 hours (even if law requires breaks after 5 hours)
• Create only PAID breaks (even if UNPAID breaks are legally required)
• Omit rest breaks entirely (even if legally mandated)
• Configure one meal break (even if two are required for long shifts)

The system has NO KNOWLEDGE of break laws and will NOT stop you from creating non-compliant rules.

No Ongoing Compliance Monitoring

XShift AI does NOT:

• Monitor whether your break rules remain compliant as laws change
• Alert you when new break laws are enacted
• Notify you when existing break laws are amended
• Track legal changes in states where you operate
• Remind you to update rules when compliance requirements change

You Must Independently Verify Compliance

You are responsible for:

• Researching applicable break laws before creating rules
• Verifying your configured rules meet legal requirements
• Monitoring legal changes in all jurisdictions where you operate
• Updating your break rules when laws change
• Conducting periodic compliance audits of your break configurations

No Liability for Non-Compliant Rules

XShift AI provides configuration tools only. We do NOT provide legal compliance validation.

⚠️ Always consult an employment lawyer to verify your break rules comply with applicable laws.

24.6 No Warranty of Compliance

No Guarantee That Break Tracking Achieves Compliance

XShift AI makes NO WARRANTY that:

• Using the Break Tracking feature achieves labor law compliance
• Your break rules satisfy legal requirements
• Scheduled breaks constitute evidence of compliance
• The feature is suitable for regulatory purposes
• Break configurations meet your specific legal obligations

"AS-IS" Basis

The Break Tracking feature is provided "AS-IS" without any warranty of:

• Fitness for legal compliance purposes
• Accuracy of break scheduling
• Suitability for meeting labor law requirements
• Reliability for regulatory defense

You Cannot Rely on XShift AI for Compliance

You acknowledge and agree that:

• You will NOT rely on XShift AI as proof of break law compliance
• You will NOT use break scheduling records as sole evidence in legal proceedings
• You will NOT claim to government agencies that XShift AI ensures compliance
• You understand that scheduled breaks ≠ actual compliance with break laws

Independent Compliance Verification Required

You must:

• Maintain independent records of actual breaks provided to employees
• Verify compliance through legal counsel, not software
• Use XShift AI as a scheduling tool only, not a compliance system
• Obtain professional legal advice regarding break requirements

XShift AI makes NO WARRANTY that break tracking satisfies your legal obligations.

24.7 No Enforcement or Monitoring

XShift AI Does NOT Enforce Break-Taking

The system does NOT:

• Require employees to take scheduled breaks
• Prevent employees from skipping breaks
• Alert managers when employees miss breaks
• Lock employees out of work systems during break time
• Force break timing or duration compliance
• Track whether employees are actually on break

No Real-Time Break Monitoring

XShift AI does NOT:

• Monitor employee activity during breaks
• Detect if employees are working during breaks
• Verify employees are relieved of all duties during breaks
• Alert if employees are interrupted during breaks
• Track break location or break activities
• Confirm employees left work area during breaks

No Missed Break Detection

The system does NOT:

• Detect when employees skip required breaks
• Alert you to missed break violations
• Track break compliance rates by employee
• Generate reports on missed or late breaks
• Calculate break premium pay owed for missed breaks
• Notify government agencies of break violations

You Must Manually Enforce Breaks

You are responsible for:

• Monitoring whether employees take required breaks
• Ensuring supervisors enforce break policies
• Investigating missed or skipped breaks
• Disciplining violations of break policies
• Calculating and paying break premium pay (where required)
• Documenting break provision and enforcement efforts

Scheduling breaks in XShift AI does NOT mean breaks are actually enforced or taken.

24.8 Record Keeping Inadequacy

XShift AI Does NOT Maintain Compliant Break Records

The Break Tracking feature does NOT satisfy legal record-keeping requirements under:

• Fair Labor Standards Act (FLSA) - 29 CFR § 516 (requires records of breaks taken, not just scheduled)
• State wage-hour laws - Most states require documentation of actual breaks provided
• Department of Labor audits - Investigators require proof breaks were actually given
• IRS requirements - Payroll records must reflect actual breaks taken for deduction purposes

What Records Are Missing

XShift AI does NOT record:

• When employees actually started breaks (only scheduled start times)
• When employees actually ended breaks (only scheduled durations)
• Whether employees took scheduled breaks or skipped them
• Whether employees were relieved of duty during breaks
• Employee acknowledgment that breaks were offered
• Manager confirmation that breaks were provided
• Break refusal by employees (if they chose not to take break)

Scheduled ≠ Actual

Critical distinction:

• Scheduled breaks = What you configured in XShift AI (database records only)
• Actual breaks = What employees actually took in reality (NOT tracked by XShift AI)

Government agencies and courts require records of ACTUAL breaks, not scheduled breaks.

You Must Maintain Separate Records

You are required by law to:

• Maintain written records of breaks actually provided to employees
• Document when each employee took each break (start time, end time)
• Obtain employee signatures acknowledging breaks were offered
• Retain break records for minimum 3 years (federal) or longer (state requirements)
• Make records available to Department of Labor upon request
• Provide records to employees upon request (in some states)

XShift AI Records Are Insufficient

Do NOT rely on XShift AI break scheduling as your sole record-keeping system for labor law compliance.

24.9 Limitation of Liability for Break-Related Claims

No Liability for Break Law Violations

MARTECH AI SHALL NOT BE LIABLE FOR:

1. Employee Claims:

• Wage theft claims for unpaid breaks
• Class action lawsuits for systematic break violations
• Individual lawsuits for missed meal breaks
• Retaliation claims related to break complaints
• Discrimination claims related to unequal break access

2. Government Penalties:

• Department of Labor fines for break violations
• State labor board penalties and citations
• OSHA penalties related to rest breaks
• Wage and hour division enforcement actions
• Criminal penalties for willful violations (where applicable)

3. Financial Damages:

• Back pay for missed breaks
• Break premium pay (e.g., California 1 hour of pay per missed break)
• Liquidated damages (double damages under FLSA)
• Punitive damages in wage theft cases
• Interest on unpaid break compensation

4. Legal Costs:

• Attorney fees for employee lawyers (if you lose)
• Court costs and litigation expenses
• Settlement payments or judgments
• Government investigation costs
• Audit defense expenses

5. Compliance Failures:

• Misconfigured break rules that violate law
• Failure to update rules when laws change
• Inadequate break duration or timing
• Missing required rest breaks or meal breaks
• Improper paid vs. unpaid classification

Your Obligation to Indemnify MarTech AI

You agree to INDEMNIFY, DEFEND, and HOLD HARMLESS MarTech AI from:

• Any break-related employee claims or lawsuits
• Government investigations related to break violations
• Third-party claims arising from your break policies
• All costs, damages, settlements, and attorney fees
• Any liability arising from your use of the Break Tracking feature

Maximum Liability Cap Applies

Any liability of MarTech AI related to break tracking is subject to the limitation of liability provisions in Section 11 of these Terms. In no event shall our liability exceed the amount you paid for the Service in the 12 months preceding the claim.

Break Tracking Is Voluntary

• You are NOT required to use the Break Tracking feature
• You can manage breaks through other systems or manual processes
• Use of Break Tracking is entirely at your own risk
• You accept all liability by choosing to use this feature

25. Availability Management

25.1 Overview and Purpose

The Service includes availability management features that allow employees and managers to record the days and times employees cannot work. This section explains your rights and responsibilities when using these features.

What This Feature Does:

• Employees can submit days and times they cannot work
• Managers can view, edit, and manage employee availability
• Organizations can choose between employee-controlled or manager-approval workflows
• The Service stores availability preferences to assist with scheduling decisions

25.2 Employee Responsibilities

When using availability management features, employees agree to:

• Maintain Accurate Information: Keep availability preferences current and update them promptly when your schedule availability changes
• Provide Reasonable Notice: Submit availability change requests with reasonable advance notice when operationally feasible
• No Guarantee of Schedule: Understand that submitting availability preferences does not guarantee:
  • Assignment to specific shifts or days
  • Minimum or maximum hours of work
  • Work only on preferred days or times
  • Your actual work schedule is determined by business needs, staffing requirements, and operational constraints
• Good Faith Communication: Provide honest and accurate availability information to facilitate effective scheduling

25.3 Manager Responsibilities

Managers and supervisors using availability management features agree to:

• Good Faith Use: Edit employee availability preferences only when you have a legitimate business need and such edits reflect actual operational requirements or verified employee preferences
• Document Decisions: When denying availability change requests, document the business justification in the notes field
• Legal Awareness: Understand that manager notes and availability change decisions are:
  • Stored permanently in the system
  • May be disclosed in response to legal process (subpoenas, court orders, government investigations)
  • May be reviewed in employment-related disputes or investigations
  • Subject to discovery in employment litigation
• Respect Employee Preferences: Consider and accommodate employee scheduling preferences when operationally feasible, recognizing that business needs may require different scheduling
• Compliance with Laws: Ensure all availability-related decisions comply with applicable employment laws, collective bargaining agreements, and company policies

25.4 Availability Control Modes

Two Operating Modes:

Your organization administrator determines which availability control mode applies to your organization. The Service operates in one of two modes:

Employee-Controlled Mode:

• Employees can edit their availability preferences directly without approval
• Changes take effect immediately upon saving
• Managers can view and override employee availability if needed
• No request/approval workflow required

Manager-Controlled Mode:

• Employees submit availability change requests with optional reasons
• Managers must approve or deny each request before changes take effect
• Manager approval decisions are tracked with timestamps and optional notes
• Managers can also directly edit employee availability, bypassing the request process

Mode Selection and Changes:

• Organization administrators (HEAD_MANAGER role) select which mode applies
• The mode can be changed at any time by administrators
• When the mode changes, it applies to all future availability edits
• Existing availability preferences are not affected by mode changes
• You will see different interface options based on your organization's current mode

No Individual Choice: Individual employees and managers cannot choose which mode applies to them—the setting applies organization-wide as determined by your administrator.

25.5 Data Storage and Disclosure

What We Store:

When you use availability management features, the Service stores:

• Days and times you cannot work
• Notes you provide
• Any other availability information you or your manager enter, including older preferred days and times saved before those settings were removed
• Availability change request history (requests, approvals, denials)
• Manager notes and decision reasons
• Timestamps of all availability-related actions
• User IDs of managers who made decisions or edits

Data Retention:

Availability data is retained as follows:

• Active Preferences: Stored while you remain an active user of the Service
• Historical Requests: Retained for the duration of your employment plus two (2) years after account termination
• Manager Notes: Retained for two (2) years after the related request date for employment law compliance purposes

Legal Disclosure:

Availability data, including manager notes, may be disclosed:

• In response to valid legal process (subpoenas, court orders, search warrants)
• To comply with applicable laws and regulations
• In connection with employment-related investigations or disputes
• To organization administrators with appropriate access permissions
• As otherwise described in our Privacy Policy

No Expectation of Privacy: You acknowledge that availability preferences and manager notes are business records with no expectation of personal privacy.

25.6 Disclaimers and Limitations

No Employment Rights Created:

Use of availability management features does NOT create:

• Any contractual right to specific work hours or schedules
• Any guarantee of minimum or maximum hours
• Any obligation for the employer to honor availability preferences
• Any employment contract or modification to at-will employment status
• Any right to work only on preferred days or at preferred times

Scheduling Discretion:

Employers retain full discretion to:

• Create work schedules based on business needs regardless of stated availability
• Schedule employees outside their preferred availability when operationally necessary
• Change, modify, or disregard availability preferences at any time
• Implement different scheduling practices across locations or departments

Not Legal Advice:

The availability management features are scheduling tools only. They do NOT:

• Ensure compliance with employment laws, wage and hour regulations, or labor agreements
• Replace the need for legal review of scheduling practices
• Constitute legal advice regarding scheduling obligations
• Automatically comply with state or local predictive scheduling laws

Your Responsibility:

You remain solely responsible for ensuring your scheduling practices comply with all applicable laws, including but not limited to:

• Fair Labor Standards Act (FLSA)
• State and local wage and hour laws
• Predictive scheduling ordinances
• Rest break and meal break requirements
• Collective bargaining agreements

System Limitations: We do not guarantee that the availability management features will be error-free, uninterrupted, or meet your specific requirements.

26. Autopilot and Customer-Authored Automation Rules (Beta)

26.1 How Autopilot Can Go Wrong

NOTHING AUTOPILOT DOES IS GUARANTEED. Every Autopilot rule, target, and action, including but not limited to hour limits, shift limits, overtime blocks, rest between shifts, days in a row, weekend rules, people kept apart, labor budget caps, time-off rules, call-off rules, call-off cover, offered shifts, the overtime scanner, hour targets, and shift targets, can go wrong in ways including but not limited to these. It can give a person the wrong hours: too many, too few, or none. It can fail to meet any target, limit, budget, or coverage need, and leave a shift uncovered. It can go over any limit, cap, budget, or target, by any amount, including into overtime. It can go under any minimum, target, or expected number of hours, shifts, people, or cost. It can count hours, shifts, days, rest, costs, or overtime wrongly, including across midnight, across locations, at the wrong pay rate, as zero for a person with no pay recorded, or for a week or day that differs from your workweek, pay period, or time zone. It can apply a rule when it should not, skip a rule when it should apply, apply it to the wrong person, location, day, or week, or read a rule differently from what you wrote, including a rule written in plain words, through the AI Copilot, or pulled from a pasted setup, which can be split, merged, misread, or created when you did not want it. When rules contradict each other, either one can win, or neither. A block can stop a shift you needed, a warning can be pushed through, and anything running on its own can treat a warning as a block or a block as a warning.

Time-off requests can be approved, denied, or left pending wrongly, including on notice, blackout dates, counts, overlaps, and days of the week, and an employee can be told the wrong decision, or nothing. Call-off cover can assign or offer a shift to the wrong person, including a person who is unavailable, on time off, unqualified, at another location, already scheduled, or who goes into overtime; can offer it to nobody or to everybody; can treat a shift as nearer or further away than it is; and can leave it uncovered. Two people can each be told they have the same shift, or a person can be told a shift is taken when it is not. The overtime scanner can miss overtime, flag overtime that is not there, show the wrong cost, pick the wrong shift to move, suggest a replacement who is unsuitable or who goes into overtime, and notify the wrong people. Emails, messages, and notifications can be wrong, late, duplicated, or fail to send. The Activity tab and every log can show wrong dollars, counts, reasons, names, or decisions, and can miss events. Autopilot can act while it is switched off, fail to act while it is switched on, act without any person reviewing it first, stop working without notice, and produce different results on identical runs. You are not relying on any Autopilot action or record, whether or not you reviewed, approved, corrected, or relied on it.

YOU ACKNOWLEDGE AND AGREE that every rule, target, and action described in Section 26.1, as well as any future Autopilot functionality not listed here, may produce incorrect results, and that MarTech AI makes no warranty, representation, or guarantee regarding the accuracy, completeness, timeliness, or reliability of any Autopilot action.

26.2 Laws and Duties Autopilot Is Not Responsible For

MarTech AI does not check whether any Autopilot rule, action, or result meets any of the following, including where you have written a rule on the same subject. This list is not exhaustive. You are solely responsible for ensuring compliance with all applicable laws, regulations, policies, and operational requirements, including but not limited to:

• Employee certifications, licenses, training requirements, or professional credentials
• Seniority, tenure, or union bidding/bumping rules
• Collective bargaining agreement (CBA) provisions or labor union restrictions
• Child labor hour restrictions or minor work permit requirements
• State or local predictive scheduling laws (e.g., San Francisco, New York City, Oregon, Chicago)
• Minimum rest period requirements between shifts (e.g., California, New York "clopening" laws)
• Daily overtime rules (e.g., California 8-hour daily overtime, 12-hour double-time)
• Split shift premiums or reporting time pay requirements
• Fair Workweek or secure scheduling ordinances
• OSHA fatigue management or maximum consecutive hours regulations
• ADA reasonable accommodation requirements for scheduling
• FMLA, state family leave, or medical leave protections
• Workers' compensation restrictions on return-to-work assignments
• Immigration work authorization or I-9 compliance
• Background check or security clearance requirements for specific positions
• Any federal, state, local, or international employment law, labor regulation, or workplace safety requirement

Autopilot does NOT check for, and MarTech AI assumes NO responsibility for, ANY legal, regulatory, contractual, operational, safety, or compliance requirement not explicitly listed above or otherwise. You assume full and sole responsibility for verifying that all automated staffing decisions comply with every applicable federal, state, local, and international law, regulation, ordinance, rule, policy, contract, and industry standard, whether or not specifically referenced in these Terms.

⚠️ STRONGLY RECOMMENDED: Maintain manual oversight of all staffing decisions. Use Autopilot as a CONVENIENCE TOOL ONLY. Always verify automated assignments before the shift begins.

26.3 Assumption of Risk and Consent to Automation

BY ENABLING AUTOPILOT, YOU VOLUNTARILY AND KNOWINGLY ASSUME ALL RISK associated with the use of automated shift coverage decisions. You acknowledge and agree to all of the following:

A. Voluntary Activation. Autopilot is disabled by default. You must affirmatively enable Autopilot through your organization's settings. By enabling Autopilot, you are making a deliberate, informed, and voluntary decision to allow an autonomous software system to make staffing decisions on your behalf without human review prior to execution. No one from MarTech AI enabled Autopilot for you, recommended that you enable it, or instructed you to enable it. The decision to activate Autopilot is yours and yours alone.

B. You Are the Employer, Not MarTech AI. MarTech AI is a software-as-a-service tool. MarTech AI is NOT your co-employer, joint employer, staffing agency, employment agency, labor contractor, HR department, or workforce consultant. All staffing decisions executed by Autopilot are YOUR staffing decisions, made through a tool YOU chose to activate. MarTech AI does not (i) hire, fire, suspend, recruit, or discipline any worker; (ii) set wages, salaries, benefits, bonuses, or compensation; (iii) supervise the day-to-day work or job performance of any worker; (iv) maintain employment records as employer of record; (v) handle payroll, taxes, withholdings, unemployment insurance, or workers' compensation; (vi) issue I-9, W-2, or 1099 documentation; (vii) determine which workers are eligible for shifts, time off, or assignments independently of Customer's data and Customer's enabled logic; or (viii) act as agent or representative of Customer for any employment-law purpose. Any action Autopilot takes — including, but not limited to, assigning, reassigning, notifying, or failing to assign any employee — is deemed YOUR action as the employer, not ours.

B.1 Customer-Enabled Components. The Service includes both Customer-authored rules (e.g. natural-language Custom Rules) and pre-built detection agents that Customer elects to enable (e.g. the Call-Off Auto-Handling Agent, the Overtime Scanner Agent, and similar features offered from time to time). In every case, Customer (a) elects whether to enable each component, (b) configures all thresholds, parameters, and target populations, (c) supplies all employee, shift, and time-off data on which the Service operates, (d) retains unilateral authority to disable any component at any time via in-product per-component toggles, and (e) retains unilateral authority to override, reverse, or manually replace any automated decision before or after it issues.

B.2 Controller / Processor Designation. Customer is the sole employer of its workers. Customer is the data controller; MarTech AI is the data processor. No co-employment, joint-employer, temporary-staffing, or agency relationship exists or is intended between MarTech AI and Customer's workers. Customer represents and warrants that its use of the Service complies with all applicable federal, state, and local labor, employment, anti-discrimination, wage-and-hour, and privacy laws, and that Customer has performed the human review necessary to comply with those laws.

C. Full Assumption of All Consequences. You assume full, complete, and sole responsibility for ANY and ALL consequences resulting from Autopilot's operation, whether the operation is accurate or inaccurate, timely or untimely, complete or incomplete, appropriate or inappropriate. This includes, without limitation:

• Overtime costs, premium pay, or additional wages incurred from automated assignments
• Understaffing, overstaffing, or inappropriate staffing levels at any location
• Employee grievances, complaints, or disputes arising from automated shift assignments
• Violations of federal, state, or local labor laws, wage-hour laws, or scheduling ordinances
• Violations of collective bargaining agreements, union rules, or employment contracts
• Workers' compensation claims arising from fatigue, overwork, or inadequate rest periods
• Discrimination, disparate impact, or harassment claims arising from assignment patterns
• Loss of revenue, customers, contracts, or business opportunities due to staffing errors
• Damage to employee morale, retention, or workplace culture
• Regulatory fines, penalties, audits, or investigations triggered by automated scheduling
• Any claim by any employee, former employee, contractor, union, government agency, customer, or any third party arising directly or indirectly from Autopilot's operation

D. No Reliance on Autopilot. You agree that you will NOT rely solely on Autopilot for any staffing decision. You are responsible for maintaining adequate manual oversight, backup staffing procedures, and human review of all automated assignments. MarTech AI shall have ZERO liability for any harm resulting from Autopilot's operation, whether or not you independently verify, monitor, or override automated decisions.

E. Duty to Monitor and Override. You have a continuous, ongoing obligation to monitor Autopilot's actions, review all automated assignments, and manually override or correct any automated decision that is inaccurate, inappropriate, unlawful, or otherwise undesirable. Your failure to monitor, review, or override Autopilot does not create any liability for MarTech AI. You cannot claim that you "didn't know" Autopilot took an action — you have the ability to review all actions in your dashboard at any time, and your failure to do so is your responsibility.

F. Waiver of Claims Against MarTech AI. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, you hereby waive, release, and forever discharge MarTech AI, its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to your use of Autopilot, whether based in contract, tort (including negligence), strict liability, warranty, statutory violation, or any other legal or equitable theory, whether known or unknown, foreseen or unforeseen, existing or arising in the future.

G. Savings Clause. Notwithstanding anything in this Section 26.3 or elsewhere in these Terms, nothing in this Agreement is intended to, nor shall it, limit or release MarTech AI from liability for (i) MarTech AI's own gross negligence, (ii) MarTech AI's own willful misconduct, (iii) MarTech AI's fraud, or (iv) any liability that cannot be limited or released as a matter of law in the applicable jurisdiction (including, without limitation, the public-policy bars on pre-injury releases of gross negligence in California, New York, New Jersey, Texas, and similar jurisdictions). The waivers, indemnities, and limitations in this Section 26 shall be construed to give maximum effect to the parties' intent while preserving any liability that cannot be waived as a matter of law. If any provision of this Section 26 is found unenforceable, the remaining provisions shall remain in full force and effect.

H. Acknowledgment. You expressly acknowledge that you have read this Section 26.3, that you understand its contents, that you have had the opportunity to consult with legal counsel before enabling Autopilot, and that you are voluntarily agreeing to assume all risk and waive all claims as described herein. Your continued use of Autopilot after reading these Terms constitutes your ongoing acceptance of these provisions.

26.4 Limitation of Liability for Autopilot

In addition to and without limiting the general liability limitations in Section 11, the following limitations apply specifically to Autopilot:

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED AS A MATTER OF LAW (INCLUDING THE LIABILITIES PRESERVED BY THE SAVINGS CLAUSE IN SECTION 17.3.G), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTECH AI'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO AUTOPILOT — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY VIOLATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY — SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO MARTECH AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, SUBJECT TO THE CAPS SET FORTH IN SECTION 10.2.

This limitation applies regardless of:

• The number of employees, shifts, assignments, or locations affected by Autopilot
• The number of incidents, errors, failures, or incorrect assignments alleged
• Whether the claim is brought by you, your employees, a union, a government agency, or any third party
• Whether Autopilot operated accurately or inaccurately, or failed to operate at all
• Whether you monitored, reviewed, or overrode Autopilot's automated decisions
• The total amount of overtime costs, wage claims, penalties, fines, or damages you or any third party allegedly incurred

MARTECH AI SHALL HAVE ZERO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM AUTOPILOT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, OVERTIME COSTS, WAGE CLAIMS, REGULATORY FINES, EMPLOYEE LAWSUITS, UNDERSTAFFING, OVERSTAFFING, OR ANY OPERATIONAL DISRUPTION, EVEN IF MARTECH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

A. Autopilot Reported Metrics Are Software Estimates. Autopilot may surface quantitative figures in the user interface, dashboards, audit logs, and reports — including, but not limited to, "dollars prevented," "dollars saved," "hours prevented," "overtime hours prevented," "cost saved," "total fires," or any other numeric calculation derived from your scheduling, wage, hour, or assignment data. All such figures are software estimates produced by automated calculation. They are NOT audited financial figures, NOT certified accounting outputs, and NOT verified against your actual payroll, time-tracking, or accounting records.

You agree that:

• Autopilot's reported metrics may differ from your actual labor costs, wage data, hours worked, or financial outcomes for any reason, including but not limited to floating-point rounding, software estimation methodology, incomplete or stale source data, mid-period schedule changes, manager overrides, payroll adjustments, and timing differences between when Autopilot evaluates a decision and when payroll is actually processed.
• You will NOT use Autopilot's reported metrics for payroll processing, tax filings, regulatory submissions, audited financial statements, SEC filings, lender reporting, investor materials, earnings disclosures, insurance claims, or any other use where accurate, audited financial data is required.
• You are solely responsible for reconciling any Autopilot-reported metric against your actual payroll, time-tracking, or accounting system before relying on it for any operational, financial, or legal purpose.
• MarTech AI makes NO representation, warranty, or guarantee — express or implied — regarding the accuracy, precision, completeness, reliability, or fitness-for-purpose of any Autopilot-reported metric.
• MarTech AI shall have ZERO liability for any decision, action, omission, dispute, claim, fine, penalty, or damage arising from your or any third party's reliance on any Autopilot-reported metric, including, but not limited to, claims based on alleged inaccuracy, drift, miscalculation, or methodological error in such metrics.

YOU EXPRESSLY ACKNOWLEDGE that Autopilot's reported metrics are presented for informational and operational visibility only, and you assume all risk associated with their interpretation, use, or onward distribution.

26.5 Indemnification for Autopilot

In addition to your general indemnification obligations under Section 12, you agree to indemnify, defend, and hold harmless MarTech AI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees, court costs, expert witness fees, and litigation expenses) arising from or relating to your use of Autopilot.

A. Your Obligation to Defend MarTech AI. If any employee, former employee, contractor, union, government agency, regulatory body, or any third party brings a claim, lawsuit, arbitration, grievance, complaint, investigation, or any legal proceeding against MarTech AI arising from or related to your organization's use of Autopilot, YOU are obligated to defend MarTech AI at YOUR expense. This includes, but is not limited to, paying for MarTech AI's attorneys, legal costs, settlement amounts, judgments, and any other expenses incurred in defending against such claims.

B. Claims Covered. Your indemnification obligation applies to any and all claims arising from Autopilot, including, but not limited to:

• Overtime costs, wage claims, or premium pay disputes resulting from automated shift assignments
• Employee grievances, union complaints, or arbitration proceedings triggered by automated staffing decisions
• Claims of discrimination, disparate impact, or bias arising from Autopilot's assignment patterns or selection of employees
• Violations of predictive scheduling laws, Fair Workweek ordinances, or secure scheduling regulations caused by automated assignments
• Understaffing or overstaffing resulting in safety violations, regulatory citations, or customer harm
• Workers' compensation claims arising from employee fatigue, overwork, or insufficient rest between automatically assigned shifts
• Any claim that Autopilot's automated decisions constitute an "automated employment decision tool" subject to regulation under any federal, state, or local law, including, but not limited to, NYC Local Law 144 or similar legislation
• Claims by employees or third parties that they were harmed by receiving, not receiving, or being excluded from automated shift coverage messages
• Any claim arising from Autopilot's failure to operate, failure to find coverage, failure to send notifications, or failure to correctly execute any automated action
• Any regulatory investigation, audit, fine, or penalty arising from your organization's use of Autopilot
• Any claim by any party that MarTech AI is a joint employer, co-employer, staffing agency, or employment decision-maker as a result of Autopilot's operation

C. Regardless of Accuracy. This indemnification obligation applies regardless of whether the Autopilot action was accurate or inaccurate, timely or untimely, appropriate or inappropriate, and regardless of whether you monitored, reviewed, or overrode the automated decision. You turned Autopilot on. You are the employer. The staffing decisions are yours. If anyone sues MarTech AI because of those decisions, you pay.

26.6 Beta Designation and Service Availability

Autopilot is currently designated as a beta feature. This designation may change at any time without notice. Whether or not Autopilot is designated as beta, alpha, early access, general availability, or any other release status, all disclaimers, limitations of liability, indemnification obligations, and assumptions of risk in this Section 26 remain in full force and effect regardless of Autopilot's release status.

As a beta feature, you additionally acknowledge and agree that:

• Autopilot may contain bugs, errors, defects, or inaccuracies that would not be present in a generally available product
• Autopilot's features, functionality, and behavior may change, be modified, or be removed at any time without prior notice
• Autopilot may be suspended, interrupted, or discontinued temporarily or permanently at MarTech AI's sole discretion without liability
• MarTech AI provides no service level agreement (SLA), uptime guarantee, response time commitment, or availability commitment for Autopilot
• MarTech AI is under no obligation to maintain, support, update, fix, or continue offering Autopilot
• Discontinuation or modification of Autopilot does not constitute a breach of these Terms, a failure to provide the Service, or grounds for any refund, credit, or claim

YOU AGREE THAT MARTECH AI MAY MODIFY OR DISCONTINUE AUTOPILOT AT ANY TIME, FOR ANY REASON OR NO REASON, WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR ANY THIRD PARTY.

26.7 Employer Obligations Regarding Employee Consent and Notification

BY ENABLING AUTOPILOT, YOU REPRESENT AND WARRANT that you have fulfilled, and will continue to fulfill, all of the following obligations. These obligations are YOUR sole responsibility as the employer. MarTech AI has no obligation to notify, inform, or obtain consent from any of your employees regarding Autopilot.

A. Pre-Activation Employee Notification. Before enabling Autopilot, you MUST notify each and every employee in your organization that:

• An automated system may make shift assignment decisions affecting their work schedule without human review prior to execution
• The automated system will process their personal data, including, but not limited to, their job role, location assignments, availability preferences, unavailable days, time-window blocks, current shift schedule, and weekly hours worked
• The automated system may automatically assign them to shifts, send them messages offering open shifts, or exclude them from shift coverage consideration based on automated criteria
• The automated system may share their name, availability details, and exclusion reasons with managers via automated email notifications

B. Employee Consent. Before enabling Autopilot, you MUST obtain informed, affirmative consent from each employee who may be subject to Autopilot's automated decisions. This consent must be:

• Voluntary and not coerced, compelled, or made a condition of employment
• Informed, meaning the employee understands what Autopilot does and how their data will be processed
• Documented and retained by you for the duration of the employee's employment and for a minimum of three (3) years thereafter
• Revocable, meaning you must provide employees with a clear mechanism to withdraw consent at any time

C. Ongoing Obligations. After enabling Autopilot, you MUST:

• Notify any new employee hired after activation before they become subject to Autopilot's automated decisions
• Re-notify and re-obtain consent from employees whenever Autopilot's functionality materially changes
• Maintain and honor an opt-out process for employees who do not wish to be subject to automated shift assignments
• Comply with all applicable federal, state, local, and international laws regarding employee notification, consent, and automated decision-making, including, but not limited to, GDPR Article 22, CCPA/CPRA profiling provisions, NYC Local Law 144, Illinois AI Video Interview Act, Maryland HB 1202, Colorado SB 21-169, and any other current or future automated employment decision tool legislation

D. Employees Who Opt Out. If any employee withdraws consent or opts out of Autopilot, YOU are required to immediately disable Autopilot for your entire organization until such time as all active employees have provided informed, affirmative consent. You are solely responsible for:

• Immediately disabling Autopilot upon receiving any employee opt-out request
• Ensuring the opted-out employee is not subject to any further automated processing
• Not re-enabling Autopilot until the opted-out employee has voluntarily provided new consent, or until the employee has separated from your organization for reasons wholly unrelated to their opt-out decision
• Maintaining manual shift coverage procedures while Autopilot is disabled
• Documenting all opt-out requests and retaining records for a minimum of three (3) years
• Ensuring no retaliation, adverse action, or negative consequences result from the employee's decision to opt out
• Continued operation of Autopilot after receiving an employee opt-out request constitutes a material breach of these Terms

E. MarTech AI's Role. MarTech AI does NOT:

• Notify your employees about Autopilot on your behalf
• Obtain consent from your employees on your behalf
• Track, verify, or audit whether you have obtained employee consent
• Provide consent forms, templates, or legal guidance for employee notification
• Bear any responsibility for your failure to notify employees or obtain consent

F. Breach and Indemnification. Your failure to notify employees, obtain consent, maintain opt-out procedures, or comply with applicable automated decision-making laws constitutes a material breach of these Terms. You agree to indemnify, defend, and hold harmless MarTech AI from any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from your failure to fulfill the obligations in this Section 26.7, including, but not limited to, employee complaints, regulatory investigations, government fines, class actions, and any claim that MarTech AI violated automated decision-making laws due to your failure to obtain proper employee consent.

YOU ACKNOWLEDGE THAT MARTECH AI HAS NO EMPLOYMENT RELATIONSHIP WITH YOUR EMPLOYEES, NO DIRECT COMMUNICATION CHANNEL WITH YOUR EMPLOYEES REGARDING CONSENT, AND NO OBLIGATION TO VERIFY THAT YOU HAVE FULFILLED YOUR OBLIGATIONS UNDER THIS SECTION. THE ENTIRE BURDEN OF EMPLOYEE NOTIFICATION, CONSENT, AND OPT-OUT COMPLIANCE RESTS WITH YOU.

27. Account Setup From Submitted Content

27.1 What Account Setup Does

Account setup features read content you submit — pasted text, uploaded files, or photographs — and propose records including, but not limited to, employees, job roles, locations, pay rates, availability, time off, staffing requirements, and automation rules, together with changes to your organization's settings. Content you submit is transmitted to a third-party generative model provider for interpretation.

27.2 What Account Setup Does NOT Do

Account setup features do not check, verify, validate, confirm, or account for any of the following. This list is illustrative and not exhaustive:

• Whether a name refers to a real person, or to any person at all
• Whether a person named is your employee, your contractor, or unconnected to your organization
• Whether you hold the authority or consent required to submit an individual's data
• Whether a pay rate, hour, date, quantity, availability window, time-off period, or staffing figure is correct
• Whether a record duplicates one that already exists, or whether two records describe the same person
• Whether a job role, location, or automation rule matches the one you intended
• Whether an instruction written in plain language was interpreted as you meant it
• Whether records created match your payroll system, your employment agreements, your collective bargaining agreements, or your own records
• Whether submitted content contains health information, government identifiers, union membership, immigration status, criminal history, or any other sensitive category
• The age of any individual, or any restriction on the hours a minor may work
• Any certification, license, training requirement, or professional credential
• Any other content, record, figure, setting, or determination the Service produces or fails to produce

27.3 Assumption of Risk

By submitting content to account setup you accept the risks of automated interpretation, including the creation of incorrect records and changes to your organization's settings. Certain settings enabled through account setup cannot be reversed without permanently deleting data, including role requirements attached to existing shifts. You accept that risk at the moment you submit and again at the moment you approve.

27.4 Absence of an Error Is Not Confirmation of Success

The Service does not indicate, and does not guarantee to indicate, that a record failed to be created, was created only in part, or was created differently from what was displayed. The absence of an error message is not confirmation that anything was created, or created correctly. You are responsible for verifying every record and every setting after creation.

27.5 Limitation of Liability for Account Setup

In addition to and without limiting the general liability limitations in Section 11, the following limitations apply specifically to account setup features.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED AS A MATTER OF LAW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTECH AI'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO ACCOUNT SETUP FEATURES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY VIOLATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY — SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO MARTECH AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of:

• Whether or not you reviewed, approved, corrected, edited, or relied on any record, setting, or display
• Whether any record was created, not created, or created incorrectly
• The number of employees, records, settings, locations, or shifts affected
• The number of incidents, errors, misreadings, omissions, or duplications alleged
• Whether the claim is brought by you, your employees, a union, a government agency, or any third party
• Whether account setup operated accurately or inaccurately, or failed to operate at all
• Any amount of wages, overtime, penalties, fines, or damages you or any third party allegedly incurred

MARTECH AI SHALL HAVE ZERO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ACCOUNT SETUP FEATURES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, OVERTIME COSTS, WAGE CLAIMS, REGULATORY FINES, EMPLOYEE LAWSUITS, UNDERSTAFFING, OVERSTAFFING, OR ANY OPERATIONAL DISRUPTION, EVEN IF MARTECH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27.6 Indemnification for Account Setup

You agree to indemnify, defend, and hold harmless the MarTech AI Indemnified Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to your use of account setup features, including, but not limited to, claims by any individual whose personal data you submitted, claims that you lacked authority or consent to submit it, claims arising from any record created or not created, and claims arising from any setting changed. This indemnity is uncapped to the extent the underlying duty is yours alone.

27.7 Your Consent Warranty

Your obligations under Section 9.2A apply in full to every method by which you provide an individual's data, including pasting, uploading, and photographing. You represent and warrant, continuously and on each submission, that you have already obtained written consent from every individual whose data appears in the content you submit, that you will continue to obtain that consent before every submission, and that if consent is absent, withdrawn, or in doubt for any individual you will immediately stop submitting that individual's data. MarTech AI does not check, audit, monitor, or request evidence of your compliance with this Section, and will not. Your continued use of account setup features is a continuing representation that this Section is true at the time of each submission.

27.8 No Employment Relationship

MarTech AI is not the employer, joint employer, co-employer, or agent of any individual whose data you submit, and is not a system of record for wage, hour, leave, or employment purposes. Records created through account setup are created at your direction and on your instruction.

27.9 Third-Party Transmission

Content you submit is transmitted to a third-party model provider and may be retained by that provider under its own terms. See our Privacy Policy and Subprocessors page.

28. Free Tools

28.1 What the Free Schedule Generator Does

The free schedule generator is a Free Tool. It reads content a Visitor submits without an account, including typed text, pasted text, CSV files, PDF files, and images, and produces a draft schedule for one week. Submitted content, including text, files, and images, is sent for interpretation and may be sent as submitted. Content is interpreted by a third-party generative model provider. The people, roles, days and times people cannot work, time off, hour limits, rules, and shifts read from the content, and the draft produced from them, are stored in a temporary workspace. A workspace may be moved into a subscription account when a Visitor starts a subscription from the tool.

28.1A What the Free Overtime Calculator Does

The free overtime calculator is a Free Tool. It takes figures a Visitor types on the page, which may include an hourly rate or salary, hours for a week or for each of seven days, a state, a filing status, an income figure, and, in employer mode, a name or role, a rate, and hours. Arithmetic that runs in the Visitor's browser produces estimated regular pay, time-and-a-half pay, double-time pay, a weekly total, an estimate of the portion of overtime pay that may qualify for a federal income tax deduction, an estimated employer cost of overtime, and a comparison with the same hours at straight time. Figures typed, and figures in any link a Visitor copies or opens, may be transmitted to and recorded by MarTech AI and its analytics providers. A link a Visitor chooses to copy contains the figures entered. An embeddable version of the calculator may be displayed on websites MarTech AI does not control, as described in Section 28.14.

28.2 What the Free Schedule Generator Does NOT Do

The free schedule generator does not check, verify, validate, confirm, or account for any of the following, including but not limited to:

• Whether you are an employer or manager, or hold any authority over any person you name
• Whether a name refers to a real person, to your employee, or to anyone connected to you
• Whether you hold the consent or authority required to submit any individual's information
• Whether any hour, day, date, time, availability, time-off period, role, headcount, or opening time is correct, or was read as you meant it
• Whether a rule written in plain language was read, applied, partly applied, or not applied, whether or not the page says so
• Whether the draft complies with any wage and hour, overtime, meal and rest break, predictive scheduling or fair workweek, minor work, leave, or collective bargaining rule, or with any other law, contract, or policy
• Whether submitted content contains health information, government identification numbers, dates of birth, union membership, immigration status, criminal history, bank details, pay rates, contact details, or any other sensitive or confidential information
• The age of any individual, or any certification, license, or credential
• Anything about more than one location, more than one week, more people than the tool accepts, or content in a language other than English
• Any other content, record, figure, assumption, or determination the tool produces or fails to produce

28.2A What the Free Overtime Calculator Does NOT Do

The free overtime calculator does not check, verify, validate, confirm, or account for any of the following, including but not limited to: whether any individual is exempt or non-exempt from overtime under federal or state law; whether a salary, commission, bonus, shift differential, tip credit, or any other payment forms part of the regular rate of pay; hours worked before or after the week entered, or across a pay period longer than a week; any state, city, county, industry, union, or contractual overtime rule other than the federal weekly rule and the daily rules of California, Alaska, Nevada, and Colorado as coded on the page; Colorado's rule for twelve consecutive hours; Alaska's exemption for employers of fewer than four employees; the current minimum wage of any state; whether any individual is eligible for any tax deduction, including whether the individual has a valid Social Security number, files jointly where required, or receives overtime reported on a Form W-2 or Form 1099; withholding, estimated tax, state or local income tax, or any tax other than the one estimated; the actual payroll taxes, insurance, benefits, or other costs any employer pays; the actual cost of hiring anyone; whether overtime hours are steady enough to justify any hiring decision; and any other figure, rate, threshold, assumption, or determination the calculator produces or fails to produce.

28.3 Inaccurate, Incomplete, and Unlawful Drafts

(a) No accuracy. MarTech AI does not represent, warrant, or guarantee that any draft, grid, assignment, total, reason, list, summary, export, or printout produced by a Free Tool is accurate, complete, consistent, fair, lawful, or suitable for any purpose, or that it reflects the content you submitted. Every Free Tool is provided "AS IS" and "AS AVAILABLE", with all faults, and to the maximum extent permitted by law MarTech AI disclaims all warranties, whether express, implied, or statutory, including warranties of accuracy, merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

(b) How a draft may be wrong. You understand and accept that a draft may be wrong in any of the following ways, and in ways not listed. This list is illustrative and not exhaustive.

Reading what you submitted

1. Names may be misread, shortened, or misspelled; two people may be merged into one; one person may be split into two; a heading, job title, location, day, or stray word may be read as a person; a person you named may be left out; and a person you did not name, including a placeholder such as "Person 3", may be added.
2. A day off, unavailable time, hour limit, role, or time-off period may be attached to the wrong person, attached to no one, or not read at all.
3. Days, dates, and times may be misread, including morning and evening, noon and midnight, 12-hour and 24-hour times, the order of month and day, ranges, and shifts that cross midnight.
4. Hours a person can work may be read as hours they cannot work, and hours they cannot work may be read as hours they can.
5. A preference may be read as a rule, a rule may be read as a preference, a rule may be read with a different number or scope than you intended, and a rule may be ignored.
6. A number of people required may be read per shift instead of per day, per day instead of per shift, or for the wrong role or the wrong days.
7. Photos, handwriting, crossed-out entries, faint or angled images, and PDF files may be read partly, in the wrong order, or not at all.
8. Automated removal of text may remove information you needed, such as a name, role, or availability note, and may leave in information you meant to be removed.
9. Identical content submitted twice may produce different drafts, and the same content may produce a different draft after the underlying model or the tool changes.

Filling gaps and applying defaults

10. Where you leave a line blank, or a statement cannot be read, the draft applies defaults and assumptions that may not match your business, including opening hours, the number of people on at once, and a limit on days in a row. No weekly hour limit applies unless one is stated in what you submit, so where none is stated the draft may place a person on any number of hours in the week, including back-to-back shifts on the same day, and a notice that the week cannot be covered may not appear.
11. Phrases such as "part time" or "no clopening" may be converted into fixed numbers that differ from what you meant or from what any law or agreement requires.
12. A long day may be divided into shifts whose start and end times you did not choose.
13. The week drafted may not be the week you intended. Weeks are calculated from Sunday to Saturday in Coordinated Universal Time, which may differ from your time zone, your daylight saving time, and your payroll workweek.
14. Every shift is placed at a single location, and anything about other locations is disregarded.
15. People beyond the number the tool accepts, and content in a language other than English, may be refused, dropped, or misread.

Placing people on shifts

16. A person may be scheduled on a day off, during an unavailable time, during approved time off, beyond an hour limit, beyond a limit on days in a row, without the rest between shifts you asked for, or in a role they do not hold.
17. Hour limits, day limits, and rest periods may be counted only within the drafted week and may not account for shifts worked before or after it, and a shift that crosses midnight may be counted toward the day or week in which it begins.
18. Shifts may be left unfilled, filled with fewer or more people than required, or filled unevenly, and hours may be distributed in a way that favors, disfavors, or excludes particular people.
19. Any reason, count, total, list of rules not enforced, or summary shown with a draft may be wrong, incomplete, or missing, including a reason that names a constraint that was not the actual cause.

Changing, exporting, and moving a draft

20. A requested change may be applied to the wrong person or shift, may undo earlier constraints, or may produce a substantially different draft.
21. A spreadsheet export rounds hours, and spreadsheet software may change, reformat, or interpret its contents, including dates, times, and any cell beginning with a symbol. A printout may cut off names, shifts, or days.
22. What is displayed, exported, printed, and moved into an account may differ from one another.
23. When a workspace is moved into a subscription account, people may be duplicated or omitted, settings in that account may change, and rules read from your content may become active rules that affect schedules the Service produces afterwards, until you change or disable them.

Law and compliance

24. A draft may violate federal, state, or local wage and hour law; overtime law, including daily and seventh-day overtime; meal and rest break law; predictive scheduling and fair workweek law; minor work law; leave law; anti-discrimination law; workplace safety and fatigue rules; collective bargaining agreements; employment contracts; and your own policies. The Free Tools do not schedule breaks, do not record actual hours worked, do not calculate pay or premiums, do not know anyone's age, credentials, or protected status, and do not give any notice to any employee.

Calculating pay, deductions, and cost

25. The federal rule is applied to hours past 40 in the single week entered, and no other week is considered.
26. A state's daily rule is applied only when a state with a daily rule is selected and hours are entered for each day; when a week total is entered instead, only the weekly rule is applied.
27. Nevada's daily rule is switched off at or above a fixed wage ceiling of $18.00 an hour, which may not reflect the current minimum wage, and is switched off when the four-day, ten-hour box is ticked, whether or not such an agreement exists or is valid.
28. California's seventh-day rule is applied only when hours are entered for all seven days, and treats the seventh box as the seventh consecutive day worked.
29. Straight-time hours past 40 in a week are moved to time and a half after daily rules are applied; daily overtime hours are not counted toward the weekly 40.
30. A salary is converted to an hourly rate by dividing a yearly figure by 52 and then by 40, whatever the actual hours or pay period.
31. Typed values are read by pattern, so a symbol, comma, plus sign, letter, or space may be read differently from what was meant, and figures are rounded to the cent.
32. The tax deduction estimate multiplies one week's premium by 52, applies the cap and reduces it by $100 for each $1,000 of an income figure over the threshold, rounding up, and does not consider any other condition of eligibility, any other income, or any change in the law.
33. Employer mode counts only hours past 40 in a week, counts wages only and does not add payroll taxes, benefits, or any other cost, treats a hire as covering exactly the overtime hours at the same rate, and names the people with the largest premium from the figures entered.
34. A link that reopens a result contains the figures in its address, can be altered by anyone who has it, and may be read by anyone it is sent to; an embedded copy on another website may be out of date, styled differently, or surrounded by content MarTech AI did not write.
35. Rules are applied as coded on the date shown on the page. Laws, regulations, thresholds, minimum wages, tax caps, phase-out amounts, and agency guidance may have changed after that date, and a rule of a state, city, county, industry, or agreement that the calculator does not apply, including Kentucky's seventh-day rule, Oregon's rule for manufacturing, and the federal 8-and-80 arrangement for hospitals and residential care, may apply to you.

(c) No advice and no compliance determination. Nothing produced by a Free Tool is legal, tax, payroll, human resources, or other professional advice; a determination that any schedule is lawful, fair, safe, or adequately staffed; a statement of what any law, regulation, or agreement requires; or an employment decision made by MarTech AI. A Free Tool is not a payroll system, a timekeeping system, or a system of record. You alone are responsible for your compliance with every law, regulation, agreement, and policy that applies to you and your workforce, and MarTech AI assumes none of those duties by providing a Free Tool.

(d) Not a defect. Any inaccuracy, omission, inconsistency, or unlawful result, whether or not described in this Section, is a characteristic of automated interpretation and scheduling and is not a defect, a malfunction, a breach of these Terms, or a failure by MarTech AI to perform. It entitles you to no remedy other than to stop using the Free Tool.

(e) Your decision. A draft is an input you may use, change, or discard. Whether to publish, post, communicate, or rely on any draft, or any part of one, is your decision alone, and every schedule that you or anyone acting for you publishes or uses is your schedule and not MarTech AI's. You are responsible for checking every name, day, time, assignment, total, and rule against your own records and every applicable requirement before any draft is used. This applies, and nothing in this Section is limited, whether or not you reviewed, corrected, approved, or relied on a draft, whether or not an error was visible, and whether or not the Free Tool displayed any warning, reason, or summary.

(f) No liability for inaccuracy. To the maximum extent permitted by applicable law, MarTech AI and the MarTech AI Indemnified Parties are not liable to you, or to anyone claiming through or on behalf of you, for any loss, damage, cost, wages, premium pay, penalty, fine, back pay, liquidated damages, attorneys' fees, settlement, judgment, or other liability arising from or related to any inaccuracy, omission, or unlawful result in or from a Free Tool, including any described in this Section, under any theory, including breach of contract, breach of express or implied warranty, negligence, negligent misrepresentation, strict liability, products liability, unjust enrichment, unfair or deceptive trade practices, or any statute providing a private right of action. Claims by your employees, a union, a government agency, or any other person arising from a draft are subject to your indemnification obligations under this Section 28.

(g) What this Section does not exclude. Nothing in this Section excludes or limits liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be excluded or limited under applicable law, or waives any right that cannot be waived. If any part of this Section is held unenforceable, it is enforced to the maximum extent permitted, and the remainder of this Section continues in full force.

28.4 Who Is Bound, and Your Representations Every Time You Submit Content

(a) Acceptance. By using a Free Tool you accept these Terms, and you accept them again each time you submit content. If you use a Free Tool on behalf of a business, you accept these Terms for that business, you represent that you have authority to do so, and "you" includes that business.

(b) Eligibility. You represent that you are at least 18 years of age.

(c) Consent. You represent and warrant, at the moment you submit content and continuously afterwards, that: (i) you have already obtained, before submitting, every consent and authorization required by applicable law from every individual whose information you submit, including but not limited to names, job roles, availability, days off, hour limits, time off, contact details, and any note or free text about an individual; (ii) you have the authority to submit that information; and (iii) if consent or authority is absent, withdrawn, or in doubt for any individual, you will stop submitting that individual's information. Consent obtained after submission is not consent for a transmission that has already occurred.

(d) Prohibited content. You will not submit health information, government identification numbers, dates of birth, union membership, immigration status, criminal history, bank or payment details, or any other sensitive category of personal information. Removal of text matching patterns is attempted, is not complete, and does not apply to files or images.

(e) Your role. You, or the business on whose behalf you act, determine what information is submitted and why, and are the controller of that information. MarTech AI processes it to produce the draft you requested.

(f) Non-verification. MarTech AI does not check, audit, monitor, or request evidence of your compliance with this Section 28.4, and will not.

28.5 No Retention, Recovery, or Availability Obligation

A workspace is a convenience, not a record. MarTech AI has no obligation to retain, back up, restore, export, or move any workspace or draft, to keep any Free Tool available, to accept any content, or to produce any draft. Any daily limit, usage limit, number of people, or number of changes shown on our website describes current operation only and is not a commitment. MarTech AI may limit, suspend, change, or withdraw any Free Tool at any time without notice. Your sole remedy for any dissatisfaction with a Free Tool is to stop using it. The embeddable version of any Free Tool, and any link that reopens a result, may change, stop working, or be withdrawn at any time without notice.

28.6 Assumption of Risk and Non-Reliance

By submitting content you accept the risks of automated interpretation, including those described in Section 28.3. A draft is an input to a decision that is yours alone. Section 23.11 applies to Free Tools as if their output were output of the Service, and you are not relying on any statement about a Free Tool made on our website, in our marketing, or in any page, message, list, preview, or summary the tool displays, whether or not you reviewed, corrected, or relied on it.

28.7 Limitation of Liability

In addition to and without limiting Section 11, and except for liability that cannot be limited as a matter of law, MarTech AI's total aggregate liability for all claims by you, or by anyone claiming through or on behalf of you, arising from or related to any Free Tool, whether in contract, tort (including negligence and negligent misrepresentation), strict liability or products liability, breach of warranty, unjust enrichment, invasion of privacy, statute, or any other theory, shall not exceed the amount stated in Section 11.2. This limitation applies whether or not you reviewed, corrected, or relied on any draft, and whatever the number of people, shifts, workspaces, or errors involved. Section 11.3 (Exclusion of Consequential Damages) and Section 11.3 (Allocation of Risk) apply to Free Tools.

28.8 Indemnification

You will defend, indemnify, and hold harmless the MarTech AI Indemnified Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to your use of any Free Tool, including but not limited to claims by any individual whose information you submitted, claims that you lacked consent or authority to submit it, claims arising from any draft you used, published, or relied on, and your breach of Section 28.4 or 28.9. This indemnity is uncapped to the extent the underlying duty is yours alone.

28.9 Acceptable Use

You will not use a Free Tool through automated means, in bulk, or to circumvent any limit; submit content that is unlawful or that you do not have the right to submit; or attempt to access a workspace created by someone else.

28.10 License to Process Submitted Content

You grant MarTech AI a non-exclusive, royalty-free license to process content you submit to a Free Tool, and to transmit it to third-party providers, as necessary to produce, store, move, and delete the draft and workspace, to operate, secure, and limit the Free Tool, and to comply with law.

28.11 Moving a Workspace Into a Subscription

If you start a subscription from a Free Tool, MarTech AI may attempt to move the workspace into the new account. The move may not occur, may occur only in part, and may change settings in the new account, without indication. Records that are moved become Customer Data governed by the rest of these Terms, and Section 27 applies to them as if you had submitted them through account setup. You are responsible for verifying every record and setting after the account is created.

28.12 No Employment Relationship; Third-Party Transmission

MarTech AI is not the employer, joint employer, co-employer, or agent of any individual whose information you submit, and a Free Tool is not a system of record for wage, hour, leave, or employment purposes. Content you submit to a Free Tool that interprets content, including the free schedule generator, is transmitted to a third-party model provider and may be retained by that provider under its own terms. The free overtime calculator does not transmit the figures you enter to MarTech AI or to any provider. See our Privacy Policy and Subprocessors page.

28.13 Dispute Resolution and Survival

Section 14, including binding arbitration and the class action waiver, applies to any dispute arising from a Free Tool. Sections 28.3 through 28.14 survive the deletion of any workspace and any end of your use of a Free Tool.

28.14 Embedding a Free Tool on Another Website

MarTech AI may make a version of a Free Tool available for display on other websites by an embed code shown on our website. Any person or business that displays it ("Embedding Site") is a Visitor and accepts these Terms, and receives a limited, non-exclusive, revocable, non-transferable permission to display that version unmodified, with the credit line and link included in the embed code, on a website it controls. The permission may be withdrawn at any time, with or without notice, and MarTech AI may change, disable, or remove the embeddable version at any time. Display of a Free Tool on an Embedding Site is not an endorsement of that site, its content, or its operator, and creates no relationship between MarTech AI and that site's visitors. The Embedding Site is solely responsible for its own website, its own notices and disclosures, the content surrounding the Free Tool, and every claim by its visitors, and Section 28.8 applies to it. Nothing in this Section grants any right in any trademark, name, or logo of MarTech AI beyond the credit line included in the embed code.

29. Rotation Builder

29.1 What the Rotation Builder Does

The rotation builder creates shifts and assignments that repeat on a fixed loop, from a pattern you select, enter, type, or paste, and from the teams, people, location, dates, and choices you supply. A pattern you type or paste is transmitted to a third-party generative model provider for interpretation. AI Copilot and the automation-rule box may direct you to the rotation builder and may carry the words you typed into it.

29.2 What the Rotation Builder Does NOT Do

The rotation builder does not check, verify, validate, confirm, or account for any of the following. This list is illustrative and not exhaustive:

• Whether the pattern it proposes matches what you described, or matches any pattern used in your industry or workplace
• Whether a loop length, working day, shift name, shift hour, number of teams, team starting point, or start date is correct, or was in your text at all
• Whether a well-known pattern it substitutes for your text is the version you use
• Whether hours it inserted where you gave none are your hours
• Whether a name refers to the person you meant, or whether a person it left unplaced should have been placed
• Whether any shift, run of consecutive shifts, rest period between shifts, weekly total, night work, or overtime a rotation produces complies with any law, regulation, ordinance, order, permit, collective bargaining agreement, employment agreement, or policy, including the FLSA, state overtime and daily-overtime law, meal-and-rest law, predictive-scheduling or fair-workweek law, working-time and rest-period rules, minor-work law, and leave law
• Whether a shift has enough people, the right people, or people holding any role, license, certification, or credential; it considers whether someone is assigned to a shift and not how many people a shift requires
• Any automation rule or policy of a type it does not support; rules and policies of those types are not evaluated
• Availability, preferences, or a time-off request that has not been approved, as a reason not to place someone
• Hours actually worked, unpaid breaks, or clock records; it evaluates scheduled hours, counts weeks from Sunday to Saturday, and attributes all hours of an overnight shift to the day the shift starts
• Assignments outside a limited period before and after the dates being built
• Anything that changes after a rotation is built, including time off that is later approved, a rule or policy that is later added or changed, a pay rate that is later changed, a person who is later deactivated, a trade, or a call-off; a person who has called off a shift may still be counted as assigned
• The cost of a person with no pay rate, who is treated as costing nothing
• Whether the day, week, or location to which a cost is attributed matches your payroll system or any other feature of the Service
• Any other shift, assignment, open seat, count, figure, question, warning, or determination the Service produces or fails to produce

29.3 Inaccurate Results, Hallucinations, and Unlawful Rotations

The model that reads your text may produce inaccurate results and hallucinations, meaning content that was not in your text, including shifts, hours, days, teams, the placement of people, and dates, and may omit, merge, reorder, or alter content that was. Identical text submitted twice may produce different results. A rotation may be inaccurate, incomplete, or unlawful for your workplace even where every question the Service displayed was answered and no warning was displayed. Every question, count, warning, summary, preview, and message the rotation builder displays is derived from your data and your configuration, is an input to a decision that is yours alone, and is not a finding, a certification, an approval, legal advice, or a statement of what any law requires.

29.4 Failure to Operate; Absence of an Error Is Not Confirmation of Success

The rotation builder may fail to read your text, fail to respond, stop before every shift is created, create some shifts and not others, create shifts or assignments differently from what was displayed, fail to add further weeks, or be unavailable, in each case with or without a message. A rotation produces no shifts after the last date built and does not add further weeks by itself. Removing a rotation's future shifts does not remove shifts that have been changed, and cannot be reversed. The absence of an error message is not confirmation that anything was created, or created correctly. You are responsible for verifying every shift, assignment, and open seat after creation and on a continuing basis.

29.5 Your Role and Your Continuing Representations

You are the employer and the operator of your schedule. Each time you use the rotation builder you represent and warrant that you have determined, from your own knowledge of your jurisdiction, your workforce, and your agreements, that the rotation you build is lawful and appropriate for your workplace. MarTech AI does not hold those facts, does not check, audit, monitor, or confirm your compliance with any law or agreement, and will not.

29.6 Assumption of Risk

By using the rotation builder you accept the risks described in this Section at the moment you submit text, at the moment you build, and each time you add weeks to a rotation. Every consequence of a rotation, including uncovered shifts, open seats, overtime, and cost, is yours, whether or not you chose to leave seats open, chose to place a person despite a warning, or made no choice at all.

29.7 Sole Remedy; Not a Defect

If the rotation builder does not operate as you require, your sole and exclusive remedy is to stop using it. An inaccurate, hallucinated, incomplete, or unlawful rotation, a failure to operate, an objection by any individual, or an inquiry by any regulator is not a defect in the Service, is not a breach by MarTech AI, does not entitle you to a refund or credit, and does not release you from any obligation under these Terms.

29.8 Limitation of Liability for the Rotation Builder

In addition to and without limiting the general liability limitations in Section 11, the following limitations apply specifically to the rotation builder.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED AS A MATTER OF LAW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARTECH AI'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE ROTATION BUILDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY VIOLATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO MARTECH AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of:

• Whether or not you reviewed, approved, corrected, edited, answered, or relied on any pattern, question, count, warning, summary, or display
• Whether any shift or assignment was created, not created, or created incorrectly
• The number of employees, teams, shifts, weeks, or locations affected
• The number of incidents, errors, misreadings, hallucinations, omissions, or duplications alleged
• Whether the claim is brought by you, your employees, a union, a government agency, or any third party
• Whether the rotation builder operated accurately or inaccurately, or failed to operate at all
• Any amount of wages, overtime, penalties, fines, or damages you or any third party allegedly incurred

MARTECH AI SHALL HAVE ZERO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THE ROTATION BUILDER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, OVERTIME COSTS, WAGE CLAIMS, REGULATORY FINES, EMPLOYEE LAWSUITS, UNDERSTAFFING, OVERSTAFFING, UNCOVERED SHIFTS, OR ANY OPERATIONAL DISRUPTION, EVEN IF MARTECH AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

29.9 Indemnification for the Rotation Builder

You agree to indemnify, defend, and hold harmless the MarTech AI Indemnified Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to your use of the rotation builder, including, but not limited to, claims by any individual scheduled or not scheduled by a rotation, claims by any individual whose personal data you submitted, claims that you lacked authority or consent to submit it, claims under any wage, hour, overtime, rest, leave, scheduling, or minor-work law, claims under any collective bargaining or employment agreement, and claims arising from any shift or assignment created or not created. This indemnity is uncapped to the extent the underlying duty is yours alone.

29.10 Your Consent Warranty

Your obligations under Section 9.2A apply in full to every pattern you type or paste, including any names, team memberships, shift patterns, hours, roles, and any other content about an individual. You represent and warrant, continuously and on each submission, that you have already obtained written consent from every individual whose data appears in the content you submit, that you will continue to obtain that consent before every submission, and that if consent is absent, withdrawn, or in doubt for any individual you will immediately stop submitting that individual's data. MarTech AI does not check, audit, monitor, or request evidence of your compliance with this Section, and will not. Your continued use of the rotation builder is a continuing representation that this Section is true at the time of each submission.

29.11 No Employment Relationship; Third-Party Transmission

MarTech AI is not the employer, joint employer, co-employer, or agent of any individual scheduled by a rotation or named in content you submit, and is not a system of record for wage, hour, leave, or employment purposes. Shifts and assignments created by a rotation are created at your direction and on your instruction. Content you submit is transmitted to a third-party model provider and may be retained by that provider under its own terms. See our Privacy Policy and Subprocessors page.

29.12 Survival

This Section 29 survives termination or expiration of these Terms.

30. Service Interruptions, Security Incidents, and Data Loss

30.1 How the Service Can Fail

The Service, and every feature in it, can stop working, slow down, or behave incorrectly at any time and for any length of time, including but not limited to through: a software update that contains a defect; an outage or failure at a hosting, database, email, payment, analytics, or artificial intelligence provider; a ransomware attack, intrusion, or other security incident affecting MarTech AI or any provider; a configuration change; or a database error. During or after any of these, schedules, shifts, assignments, time-clock punches, breaks, time off, availability, messages, rules, targets, exports, and any other data can be unavailable, delayed, duplicated, altered, corrupted, or lost, in whole or in part, and may be unrecoverable.

30.2 Your Duties

You are the employer and the operator of your business. Whether or not the Service is working, you are solely responsible for: keeping your own independent and current record of every schedule, hour worked, break, time off, and pay figure your legal obligations require; having a means to schedule staff, record time, and pay wages correctly without the Service; paying every employee correctly and on time, including during and after any interruption; and giving every notice your employees are owed by a means other than the Service. You represent and warrant, continuously and each time you use the Service, that you meet these duties. MarTech AI does not check whether you do.

30.3 No Liability

MarTech AI is not liable for any loss, cost, claim, wage, penalty, premium, fee, or damage arising from any matter described in Section 30.1, including but not limited to unpaid or incorrectly paid wages and overtime, predictive-scheduling premiums and penalties, missed or uncovered shifts, regulatory fines, breach-notification and investigation costs, and lost profits or revenue, whether the claim is brought in contract, negligence, gross negligence, strict liability, breach of warranty, or any other theory. Section 37 applies.

30.4 Remedies

Section 37.6 sets out your remedies.

30.5 Indemnity

You will defend, indemnify, and hold harmless MarTech AI from every claim by your employees, contractors, applicants, customers, insurers, or any government body arising from any matter described in Section 30.1 or from your duties in Section 30.2, without limit as to amount. Section 37 applies.

30.6 Survival; Non-Waivable Liability

This Section survives termination or expiration of these Terms. Nothing in this Section limits liability that cannot be limited under applicable law.

31. Employment Decisions, Agency, and Your Workforce

31.1 You Make Every Employment Decision

You decide who works, which shifts and jobs each person holds, how many hours and shifts each person receives, what time off is approved or denied, who is offered, assigned, or removed from a shift, and every matter of attendance, discipline, and pay. You are responsible for treating every schedule, assignment, ranking, order, target, suggestion, AI Copilot reply, and Autopilot action as an input to your own decision, whether or not any person reviewed it before it took effect. Any of them can come from your data, your configuration, a third-party model, or an error. Anything the Service does at your direction, including through a rule you write or enable, a feature you switch on, a setting you leave on, or a card you confirm, is your action.

31.2 Status

MarTech AI is not your agent, employment agency, staffing agency, joint employer, co-employer, integrated enterprise, or labor contractor for any purpose, and holds no authority to make or carry out employment decisions on your behalf. Your employees, contractors, and applicants are not third-party beneficiaries of these Terms. No person other than you and MarTech AI, including your employees, applicants, contractors, unions, or insurers, is a beneficiary of or may enforce these Terms.

31.3 How Automated Features Can Treat People

Automated features, including Auto-Generate, Auto-Assign, Fair Rotation, Autopilot, hour targets, shift targets, and the AI Copilot, can treat people unequally or unlawfully, including but not limited to by: favoring or disfavoring people by any factor, including hours or shifts already held, a target, availability, or rotation; treating approved time off, sick leave, family or medical leave, military leave, religious observance, disability accommodation, pregnancy, or participation in a strike or protected activity in the same way as any other absence, or in any other way; producing different results on identical runs; and producing outcomes that fall more heavily on people of a particular age, sex, race, national origin, disability, or other protected group. You are solely responsible for deciding whether and how to use each feature, for every input you give it, and for complying with every law on discrimination, leave, accommodation, labor relations, collective agreements, the work of minors, predictive scheduling, automated decision-making, and bias audits that applies to you. You must not enter or use any protected characteristic, or anything standing in for one, as an input to any rule, target, or ranking.

31.4 Objections

An employee who objects to being scheduled, recorded, contacted, or evaluated through the Service raises it with you. You resolve it at your discretion and your risk. Your remedy is to stop using the affected feature or the Service. An objection is not a defect and does not excuse any payment.

31.5 Indemnity

You will defend, indemnify, and hold harmless MarTech AI from every claim by any of your employees, contractors, or applicants, or by any government body, arising from any matter in this Section, including any claim that MarTech AI acted as your agent, without limit as to amount. Section 37 applies.

31.6 Survival

This Section survives termination or expiration of these Terms.

32. Targets, Jobs, Time Off, Follow-Ups, and Schedule Import

32.1 How These Features Can Go Wrong

Including but not limited to: an hour target or shift target can be missed, exceeded, or applied to the wrong person, job, location, or period; can count hours or shifts nobody worked, or miss hours or shifts that were worked, including at other locations; can be changed by time off, availability, or any other absence in ways you did not expect; can leave one person short while others receive more; and can produce a different result on each run. The AI Copilot can set the wrong main job or extra jobs; can switch an organization setting on or off as part of a request, including the setting that lets people hold more than one job, and switching that setting off can remove every person's extra jobs; and can add time off on the wrong date, of the wrong kind, or for the wrong person. A short reply such as "yes", "no, 4", "i meant…", or "same for…" can be applied to the wrong card, person, date, job, or number. An import can misread, skip, merge, or invent cells, names, codes, times, or dates, including through a third-party generative model, and every shift, person, and record an import creates is your record. Section 36 applies to every hour target and shift target.

32.2 Assumption of Risk

By using any of these features you accept these risks, whether or not you reviewed, approved, corrected, or relied on any card, figure, or result.

32.3 Your Consent Warranty

Each time you upload a file, paste content, or type a message about a person, you represent and warrant that you have already obtained every consent and given every notice the law requires for that person's information, including but not limited to names, jobs, availability, time off, notes, pay, and any other content in the file or message, to be sent to MarTech AI and to the third-party providers named in our Privacy Policy; that the representation is true each time; and that you will stop using the feature for any person whose consent is absent, withdrawn, or in doubt. MarTech AI does not check.

32.4 Limitation and Indemnity

MarTech AI is not liable for any result of these features, and you will defend, indemnify, and hold harmless MarTech AI from every claim arising from them, without limit as to amount. Section 37 applies. This Section survives termination or expiration of these Terms.

33. Recording, Analytics, AI Processing, and Interception Laws

33.1 What Is Transmitted

The Service, our website, and our free tools transmit information to third-party providers we engage, including PostHog, Sentry, Stripe, OpenAI, Vercel, Upstash, Google (including Google Analytics, Google Tag Manager, and Google Ads), Meta, Microsoft Advertising, Reddit, and other advertising and measurement providers on our public pages, including signup and checkout pages, as described in our Privacy Policy. What is transmitted includes, but is not limited to, pages viewed, clicks, mouse movement, whether and for how long a film or video on our website is watched or paused, typed text, the content of network requests, content you submit, files and images you upload, AI Copilot messages, records of what a free tool read and produced, information about people other than you, payment and checkout details you enter, and your IP address and estimated location.

33.2 Your Consent Warranty

You represent and warrant, continuously and each time you or anyone you permit uses the Service, that before any of their sessions, keystrokes, communications, or information is transmitted, you have obtained every consent and given every notice required from every person whose sessions, keystrokes, communications, or information are transmitted, including your employees, contractors, and anyone named in content you submit, under every law on interception, wiretapping, eavesdropping, recording, pen registers, trap-and-trace devices, electronic communications, computer access, video privacy, medical information, and biometric information, including the federal Wiretap Act and Stored Communications Act, California Penal Code sections 631, 632, 632.7, 637.2, and 638.51, Pennsylvania's Wiretapping and Electronic Surveillance Control Act, and the Illinois Biometric Information Privacy Act. You will stop permitting the use of the Service by any person whose consent is absent, withdrawn, or in doubt. MarTech AI does not check.

33.3 Biometric Information

You must not use the Service to collect, upload, or store fingerprints, face scans, voiceprints, or any other biometric identifier or biometric information. If you do, you do so at your sole risk and are solely responsible for every notice, written release, retention schedule, and destruction duty that applies.

33.4 Claims You Will Not Bring

You will not bring, and you waive, any claim against MarTech AI for invasion of privacy, intrusion upon seclusion, public disclosure of private facts, wiretapping, eavesdropping, interception, use of a pen register or trap-and-trace device, violation of any video privacy, medical information, or biometric privacy law, trespass to chattels, or computer fraud arising from any transmission described in Section 33.1. Section 37 applies.

33.5 Indemnity

You will defend, indemnify, and hold harmless MarTech AI from every claim by any of your employees, contractors, or applicants, any person named in content you submit, or any government body, arising from any transmission described in Section 33.1, without limit as to amount. Section 37 applies. This Section survives termination or expiration of these Terms.

34. Waiver of Subrogation and Your Insurance

34.1 Waiver

You will look solely to your own insurance for any loss it covers. You, for yourself and on behalf of each of your insurers, waive every right of subrogation and recovery against MarTech AI for any loss, payment, or claim arising from or relating to the Service, including but not limited to losses paid under cyber, crime, business interruption, employment practices, wage and hour, general liability, and professional liability policies, even if the loss is caused by MarTech AI's negligence or gross negligence. You will obtain any endorsement your insurers require for this waiver, and you bear any effect of this waiver on your coverage.

34.2 Your Insurance Is Primary

Any insurance you hold is primary and non-contributory for every loss arising from your use of the Service.

34.3 Indemnity

You will defend, indemnify, and hold harmless MarTech AI from every claim brought by any of your insurers, or by anyone claiming through you, without limit as to amount. Section 37 applies. This Section survives termination or expiration of these Terms.

35. Feature Names, Marketing, and Comparisons

35.1 Names Are Labels

Feature names, including "Autopilot", "AI Copilot", "Auto-Generate", "Auto-Assign", and "Fair Rotation", are labels only. They make no statement about how much supervision a feature needs. Every feature requires your supervision, and you remain responsible for every result.

35.2 Marketing Is Not Part of These Terms

Comparison pages, blog posts, rankings, return-on-investment and time-saved figures, demonstrations, advertisements, sales conversations, onboarding messages, help content, and any AI reply describing the Service or another product are marketing or general information. They may be out of date or wrong, may compare products measured in different ways or at different dates, and form no part of these Terms. You have not relied on any of them in agreeing to these Terms or in using the Service. This includes any statement that the Service or anything it produces is "conflict-free", "never" double-books, leaves "nobody unqualified" on a shift, covers "every" call-out or call-off, works "in seconds", applies a rule with "no exceptions", leaves "nobody" short of hours, is the "first" or "only" product of its kind, is "autonomous", fills "every" shift, spot, or location, checks "every" rule or every person against any number of rules, or that any other product or way of working is "outdated". Section 9.1B applies.

35.3 Survival

This Section survives termination or expiration of these Terms.

36. Hour Targets and Shift Targets

36.1 What Can Go Wrong

Nothing about any target is guaranteed. A target can give the wrong hours or shifts, can be impossible to meet and be left unmet, can go over by any amount, and can go under by any amount, in any week or month. Any hour target or shift target, and any schedule produced while one is set, can go wrong in ways including but not limited to these. A person can receive too few hours or shifts, too many, or none at all. One person can be left short while another receives more than their target. A target can apply to a person, job, location, or period you did not intend, including through a target set for a job, a location, or everyone. Hours or shifts can be counted that nobody worked, or missed that were worked, including breaks, unpaid time, and shifts at other locations. A week or month can begin and end on different days from your pay period, workweek, or local time zone. Time off, sick leave, family or medical leave, military leave, religious observance, disability or pregnancy accommodation, jury duty, or union or other protected activity can be treated like any other absence, can lower a person's place, or can be left out of account.

A person can be assigned into overtime, a sixth or seventh day, a clopen, a split shift, on-call time, or beyond any limit on the hours of minors, healthcare workers, students, or holders of visas or work permits. A person can be assigned against their availability, an accommodation, a fixed day off, or a schedule preference. New or less senior staff can be given hours before existing or more senior staff. A person's hours can be cut, by any amount, after a schedule is posted, below a level that affects health coverage, benefits, leave, or unemployment, or in a pattern that falls more heavily on a protected group. A target can stop having any effect, without notice, including when it is switched off, cannot be read, or a run takes place during an interruption. Hand changes, drops, pickups, call-off cover, imports, and AI Copilot actions can move a person above or below any target. A target set in plain words can be set for the wrong person or period, with the wrong number, or as hours instead of shifts or shifts instead of hours. Setting a target can leave fewer Autopilot rule slots for other rules. Any count, progress figure, shortfall, reason, suggested shift, or heading in the Schedule Log or anywhere else can be wrong, incomplete, duplicated, or out of date. The same inputs can produce different results on different runs.

36.2 No Target Is a Promise

No target, count, progress figure, or message in the Service is an offer of work, a guarantee of hours or shifts, a good-faith estimate of hours, a regular schedule, or a term of any person's employment, and you will not present any of them to any person as one. Whether any person receives any number of hours or shifts, and whether any offer letter, agreement, policy, collective agreement, or law requires it, is solely your matter.

36.3 Your Duties

You are the employer. You alone hold the facts about your people, your agreements, and your jurisdictions. You are solely responsible, whatever any target or schedule shows, for including but not limited to: offering hours and shifts in any order the law or an agreement requires, including to existing part-time staff before hiring; giving every schedule notice, good-faith estimate, and consent request, and paying every premium and penalty, under every fair-workweek, secure-scheduling, predictive-scheduling, reporting-time, and on-call law; every limit on the hours and times of minors, healthcare workers, students, and holders of visas or work permits; every religious, disability, and pregnancy accommodation; every sick, family, medical, military, and other protected leave, and making sure none of it lowers anyone's hours, shifts, or place; every collective agreement, seniority order, and grievance; every effect of hours on health coverage, benefits, leave, and unemployment eligibility; every right a person has to human review of, an explanation of, or an objection to an automated decision; keeping protected characteristics, and anything standing in for one, out of every target and setting; and reviewing every result for fairness and lawfulness before it is used.

36.4 Your Continuing Representations

Each time any target applies, you represent and warrant that you have decided it is lawful and appropriate for every person it reaches and that you meet every duty in Section 36.3. MarTech AI does not check, audit, or monitor whether you do, and will not.

36.5 Assumption of Risk

By setting or keeping any target, or by generating or auto-assigning while one is set, you accept every risk described in this Section, whether or not you reviewed, approved, corrected, or relied on any target, count, report, or result.

36.6 Not a Defect

A person receiving more or fewer hours or shifts than any target, an uneven outcome, a complaint, a grievance, or an inquiry is not a defect in the Service, is not a breach by MarTech AI, and does not excuse any payment. Section 37.6 sets out your remedies.

36.7 No Liability

MarTech AI is not liable to you for any loss arising from any target or any schedule produced while one is set, including any amount you pay or owe because of any claim, charge, grievance, audit, fine, or penalty for: breach of an employment contract or offer, promissory estoppel, or the implied covenant of good faith and fair dealing; unpaid wages, overtime, reporting-time pay, predictability pay, or schedule-change premiums; any fair-workweek, secure-scheduling, predictive-scheduling, access-to-hours, on-call, child labor, healthcare overtime, or staffing law; discrimination, disparate impact, failure to accommodate, or retaliation under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Pregnancy Discrimination Act, the Pregnant Workers Fairness Act, 42 U.S.C. section 1981, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act, or any state law; the National Labor Relations Act; section 510 of the Employee Retirement Income Security Act, or any loss of health coverage or benefits eligibility; or unemployment insurance charges. Section 37 applies.

36.8 Status

Section 31.2 applies to every target and every schedule.

36.9 Indemnification

You will defend, indemnify, and hold harmless MarTech AI from every claim, grievance, charge, audit, investigation, penalty, and assessment brought by any of your employees, applicants, unions, insurers, or any government body arising from any target or any schedule produced while one is set, without limit as to amount. Section 37 applies.

36.10 Records

MarTech AI may respond to any subpoena, court order, or other legal demand for records about your targets or schedules as it decides, and you will reimburse its reasonable costs of doing so.

36.11 Survival

This Section survives termination or expiration of these Terms.

37. HOW THE PROTECTIONS IN SECTIONS 26 AND 30 TO 38 APPLY

37.1 Each indemnity in Sections 26 and 30 to 38 covers every claim, loss, cost, fine, penalty, settlement, and reasonable attorneys' fee, even if the claim is caused in whole or in part by MarTech AI's own negligence, whether sole or concurrent, active or passive, or by any error in the Service, including any schedule, target, rule, or recommendation it produces. No indemnity in these Terms is subject to any limitation of liability in these Terms.

37.2 A claim by any of your employees, former employees, applicants, contractors, unions, insurers, or customers, or by any government body, is a third-party claim covered by those indemnities. Each indemnity also covers any claim you bring against MarTech AI arising from the same matter, including MarTech AI's reasonable attorneys' fees in defending it.

37.3 The limits and exclusions in Sections 26 and 30 to 38 apply to claims of gross negligence. If the law that governs a claim does not allow that, they do not apply to that claim, and every other part of these Terms still applies.

37.4 You waive every claim against MarTech AI for contribution, indemnity, reimbursement, or damages arising out of any claim, charge, audit, fine, or penalty against you under any employment, labor, benefits, wage and hour, privacy, recording, or scheduling law, including ERISA, Title VII, the Fair Labor Standards Act, the National Labor Relations Act, California Penal Code sections 631 and 632.7, and state and local fair-workweek and predictive-scheduling laws.

37.5 Nothing in these Terms releases or limits liability for MarTech AI's own fraud or wilful misconduct, or for any claim that the law governing it does not allow to be released in advance, and nothing in these Terms waives or limits any right of any employee, applicant, or government body.

37.6 Your remedies for any matter in Sections 26 and 30 to 38 are to stop using the Service and, only where these Terms do not exclude it, damages up to the cap in Section 11.2. Each limitation, exclusion, and disclaimer in these Terms is separate from and independent of every other and of any remedy, and applies even if any limited remedy fails of its essential purpose.

37.7 The fees for the Service reflect this allocation of risk.

37.8 A court or arbitrator may narrow, but not void, any term in Sections 26 and 30 to 38 to the extent needed to make it enforceable, and every other term still applies.

37.9 This Section survives termination or expiration of these Terms.

38. Signup, Checkout, and Payment Pages

38.1 What Can Go Wrong

Any signup, checkout, or payment page on our website, including www.xshift.ai/signup, and anything it loads can go wrong in ways including but not limited to these. The page can show a price, per-user fee, currency, converted amount, total, trial length, first-charge date, discount, or wording that is wrong, out of date, rounded, translated, or different from what our payment processor charges. It can fail to load, load slowly, show a different form from one you saw before, ask for different details, or send you to our payment processor's own page. It can create more than one checkout session, trial, or subscription, charge a card or wallet you did not mean to use, decline a card that is valid, or refuse you after too many attempts from your connection. Your location can be estimated wrongly from your connection, including when you use a VPN, travel, or share a network, so a cookie banner can be shown or not shown, a currency can be offered or not offered, and a wrong billing country can be supplied to our payment processor. Our payment processor, Stripe, Inc., its Link and express wallet services, and any service it loads, including bot checks, can set cookies and collect device, browser, network, and on-page interaction information and your IP address, before or whatever cookie choice you make, under their own terms. PostHog, Sentry, Google Tag Manager, Google Analytics, and the advertising pixels and tags described in our Privacy Policy can run on these pages and can capture or transmit anything shown or typed there, including partial or abandoned entries, email addresses, clicks, errors, and device and network information, and any masking can fail. Our hosting, caching, and rate-limiting providers, including Vercel and Upstash, can receive and keep your IP address, estimated location, and request details, including in rate-limit, error, alert, and per-country checkout records. Any count, alert, or record about checkout can be wrong, missing, or late.

38.2 Your Agreement Covers Every Visit and Charge

Each time you visit a signup or checkout page, enter payment details or let a wallet supply them, or start a trial or subscription, you accept these Terms and the Privacy Policy. When you accept these Terms at any time, including by checkbox after payment, you confirm that you authorized every charge, trial, and subscription started at checkout, and you agree that these Terms, including Section 14, apply to every claim arising from any visit, checkout, recording, transmission, or charge, including a claim that arose before you accepted them.

38.3 Business Purpose and Payment Details

Each time you start a trial or subscription, you represent and warrant that you do so for the purposes of a business and not for personal, family, or household purposes; that you are authorized to use the payment method and to bind the business; and that every detail you enter or a wallet supplies, including your email address and billing country, is accurate. You are responsible for correcting any detail that is wrong, including a billing country supplied from your connection.

38.4 Your Duties

You are responsible for reviewing every charge on your statement and receipt, for cancelling before a trial ends if you do not want the first charge, for telling anyone whose card, wallet, or account you use, and for every consent and notice your own people are owed for anything that runs on these pages when they use them. MarTech AI does not check whether you meet these duties.

38.5 Assumption of Risk

By using any signup, checkout, or payment page, you accept every risk described in this Section, whether or not you reviewed, approved, corrected, or relied on any price, form, record, or result.

38.6 Not a Defect

A wrong or missing display, a declined card, a duplicate session, a move to our payment processor's own page, a recording, a wrong location estimate, or a complaint about any of them is not a defect in the Service, is not a breach by MarTech AI, and does not excuse any payment. Section 37.6 sets out your remedies.

38.7 No Liability

MarTech AI is not liable for any loss arising from any matter described in Section 38.1, including any claim for breach of contract, negligent misrepresentation, unjust enrichment, conversion, trespass to chattels, invasion of privacy, intrusion upon seclusion, wiretapping, eavesdropping, interception, or use of a pen register or trap-and-trace device under the federal Wiretap Act, California Penal Code sections 631, 632, 632.7, and 638.51, or Pennsylvania's Wiretapping and Electronic Surveillance Control Act, computer fraud, unfair competition, false advertising, or any automatic-renewal or negative-option law, whether or not you reviewed, approved, corrected, or relied on it. Section 37 applies.

38.8 Indemnity

You will defend, indemnify, and hold harmless MarTech AI from every claim by any person whose card, wallet, email address, or account you used, any of your employees, contractors, or insurers, or any government body, arising from any matter described in Section 38.1 or from your duties in Sections 38.3 and 38.4, without limit as to amount. Section 37 applies.

38.9 Survival

This Section survives termination or expiration of these Terms.

39. Contact Information

If you have any questions or concerns regarding these Terms of Service, please contact us:

MarTech AI

Email: contact@xshift.ai