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.

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

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 5)
• 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. Service Description

3.1 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
• Integration capabilities with third-party payroll and HR systems
• Mobile applications for iOS and Android

3.2 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.

3.3 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 12 for disclaimers and Section 13 for limitations of liability.

4. License Grant and Restrictions

4.1 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

4.2 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.

4.3 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.

5. Account Registration, Security, and Acceptable Use

5.1 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.

5.2 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.

5.3 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
• 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

5.4 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
• 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.

5.5 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.

5.6 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.

6. Subscription Fees, Payment Terms, and Billing

6.1 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. Prices are stated in U.S. Dollars unless otherwise specified.

6.2 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 securely handled by Stripe, Inc., a PCI-DSS Level 1 certified payment processor. We do not store full credit card numbers on our servers.

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

6.3 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:

• Your initial signup date (or the next business day)
• Each monthly or annual anniversary thereafter
• Immediately upon upgrading to a higher-tier plan (prorated)

6.4 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.

6.5 Failed Payments and Late Fees

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

• We will attempt to retry the payment up to three times over a 15-day period
• Your account may be suspended during this period, restricting access to certain features
• If payment remains unsuccessful after 15 days, your account may be terminated and all data deleted per our data retention policy
• 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

6.6 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 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.

6.7 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.

6.8 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.

6.9 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

6.10 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.

6.11 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

We will make commercially reasonable efforts to notify customers of significant service changes, but are not obligated to do so. No refunds or credits will be provided for service modifications or discontinuation.

6.12 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.

6.13 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: While we make commercially reasonable efforts to ensure email delivery, we cannot guarantee that all emails will be delivered or received. Email delivery may be affected by factors outside our control, including spam filters, email server issues, and internet connectivity.

6.14 Manager Authority for Time-Off Management

Creating Time-Off on Behalf of Employees

• Managers and Head Managers may create time-off records for employees they supervise
• Time-off created by managers is automatically approved and does not require separate employee approval
• Employees receive email notification when time-off is created on their behalf
• The system prevents creating time-off when:
  • Employee has shifts scheduled for those dates
  • Employee has clocked work hours for those dates

Editing Time-Off Records

• Managers may modify existing time-off records (end date, type, reason)
• The system enforces the following restrictions:
  • Start dates cannot be changed once time-off has begun
  • Active time-off cannot be shortened (end date cannot be moved earlier)
  • All modifications are logged in audit trails
• Employees receive email notification detailing all changes made to their time-off

Prohibition on Deletion

• Time-off records CANNOT be deleted after creation
• This applies to all users, including Head Managers and organization administrators
• Records may be edited to correct errors, but historical records are preserved
• This policy ensures compliance with:
  • Fair Labor Standards Act (FLSA) record-keeping requirements
  • Tax documentation requirements (IRS)
  • Employment record retention regulations
  • Legal dispute resolution and litigation defense

Data Integrity Protections

The system automatically prevents time-off creation when schedule conflicts exist. Managers cannot create time-off for dates when employees have:

• Assigned shifts in the schedule
• Recorded clock-in/clock-out entries

These safeguards maintain accurate payroll and attendance records and prevent conflicting data that could affect wage calculations.

7. Customer Data and Intellectual Property

7.1 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.

7.2 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).

7.3 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.

7.4 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

7.5 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 procedures (72-hour notification requirement)
• 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.

7.6 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 4.

7.7 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).

7.8 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). Upon termination, you have 30 days to export your data before it is permanently deleted.

8. Your Legal Responsibilities and Compliance

8.1 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)
• 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

8.1B 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

8.1C 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.

8.1A State-Specific Wage and Hour Compliance Warnings

8.2 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

8.2A 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.

8.3 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.

9. Warranties and Disclaimers

9.1 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.

9.2 "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

9.3 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

9.4 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.

9.5 AI Chatbot Services and Disclaimer

The Service includes an AI-powered chatbot (powered by Voiceflow and OpenAI) that provides automated responses to user inquiries. By using the chatbot, you acknowledge and agree to the following:

No Warranties for Chatbot Responses: WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING:

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

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

Data Collection Notice: When you interact with the chatbot, we collect and process:

• Personal information you voluntarily provide (name, email address, phone number, company name)
• Full chatbot conversation history and transcripts
• Usage data (session time, pages visited, device information)
• Feedback and ratings on chatbot responses

This data is shared with our third-party service providers (Voiceflow and OpenAI) as described in our Privacy Policy. By using the chatbot, you consent to this data collection and processing.

Marketing Communications: If you provide your email address or phone number through the chatbot, you consent to receive follow-up communications from us, including marketing emails, sales calls, product demos, and promotional offers related to your inquiry. You may opt out of marketing communications at any time by following the unsubscribe instructions or contacting contact@xshift.ai.

Prohibited Chatbot Uses: You agree NOT to:

• Share sensitive personal information (passwords, SSN, credit card numbers, health data) with the chatbot
• 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 the chatbot
• Impersonate others or provide false information to manipulate responses
• Seek advice on illegal activities, discrimination, harassment, or violations of law
• Test the chatbot's boundaries through jailbreaking, prompt injection, or adversarial attacks

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

• Inaccurate, incomplete, misleading, or false information provided by the chatbot
• Decisions made or actions taken based on chatbot responses
• Business losses, damages, or harm resulting from reliance on chatbot advice
• Legal violations, regulatory non-compliance, or employee disputes arising from chatbot guidance
• Data breaches or unauthorized access to information you share with the chatbot
• Third-party service provider (Voiceflow, OpenAI) data processing, security, or privacy practices
• Service interruptions, downtime, or unavailability of the chatbot
• Offensive, biased, discriminatory, or inappropriate chatbot outputs

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

9.6 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.

10. Limitation of Liability

10.1 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 or should contact us to discuss an Enterprise agreement with enhanced liability terms.

10.2 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. The maximum aggregate liability shall not exceed $10,000 regardless of fees paid.

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.

10.3 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 chatbot responses, including inaccurate advice, false information, hallucinations, biased outputs, or reliance on chatbot guidance
• Data breaches, unauthorized access, or privacy violations related to information shared with the chatbot
• Third-party claims arising from chatbot interactions, marketing communications, or data processing by Voiceflow or OpenAI
• Lost sales, business opportunities, or customer relationships due to chatbot 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.

10.3 Allocation of Risk

The limitations of liability in this Section 10 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.

10.4 Exceptions

The limitations in this Section 10 do not apply to:

• Your obligations to pay fees to MarTech AI
• Your indemnification obligations under Section 11
• 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

11. Indemnification

11.1 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, 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
• 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 Chatbot Usage:

• Your reliance on AI chatbot responses, recommendations, or guidance, including any business decisions, employment actions, or legal determinations made based on chatbot advice
• Claims by employees, customers, or third parties arising from actions you took (or failed to take) based on chatbot responses
• Your violation of the prohibited uses of the chatbot outlined in Section 9.5
• Your sharing of sensitive, confidential, or proprietary information through the chatbot that results in unauthorized disclosure or competitive harm
• Claims arising from marketing communications you receive as a result of providing contact information to the chatbot
• Your violation of third-party intellectual property rights by attempting to reverse engineer, extract, or replicate the chatbot's AI models or workflows
• Harm caused by abusive, discriminatory, harassing, or illegal prompts submitted to the chatbot

11.2 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

11.3 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

11.4 Exclusive Remedy

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

12. 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. We will retain your data for 30 days after termination, during which you may request a final export. After 30 days, your data will be permanently deleted from production systems.

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

8. Governing Law and Dispute Resolution

8.1 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.

8.2 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.

8.3 Binding Arbitration Agreement

Agreement to Arbitrate: Subject to the small claims exception in Section 8.4, you and MarTech AI agree that any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Service, or the relationship between you and MarTech AI (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.

8.4 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.

8.5 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.

8.6 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.

8.7 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.

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 8.3.

8.8 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.

8.9 Severability of Arbitration Provisions

If any portion of this arbitration agreement (Sections 8.2 through 8.8) 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 8.7 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 8.2 through 8.8) 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.

8.10 Survival

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

9. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. 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.

10. 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.

11. Force Majeure

11.1 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

11.2 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.

11.3 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.

11.4 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.

11.5 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
• Customer shall have 30 days from the termination date to export Customer Data from the Service
• Neither party shall have any further liability to the other party except for obligations that expressly survive termination

11.6 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 11.3)
• 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.

12. Digital Millennium Copyright Act (DMCA) Notice

12.1 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").

12.2 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"

12.3 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

12.4 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.

12A. Automated Employment Decision Tools (NYC Local Law 144)

12A.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

12A.2 Division of Responsibilities

12A.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.

12B. Algorithm Transparency and Automated Decision-Making

12B.1 How the Automated Scheduling Algorithm Works

XShift AI uses an automated algorithm to assign employees to shifts. The algorithm considers the following factors:

• Employee Skills and Qualifications: Role assignments and certifications configured by the employer
• Employee Availability: Days/times the employee has indicated they are available
• Employee Preferences: Preferred shift times, days, and locations
• Historical Patterns: Past shift assignments and completion rates
• Scheduling Mode:
  • FAIR Mode: Distributes hours evenly across employees (sorts by current assigned hours, ascending)
  • MAX Mode: Prioritizes employees who want more hours (sorts by preference weight, descending)
• Organizational Constraints: Maximum hours per week limits, overtime rules, location requirements

12B.2 Employee Rights - Human Review and Contest

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

• Request Human Review: Ask your employer's administrator to manually review the scheduling 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 scheduling

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

12B.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.

12C. Employee Monitoring and Performance Tracking Disclosures

12C.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: Calculated percentage based on shift completion rate (assigned shifts vs. completed shifts)
• Shift Completion Rates: Whether you completed assigned shifts or called off
• Time-Off Request Patterns: Frequency and reasons for time-off requests
• Shift Drop/Trade Activity: How often you drop shifts or request shift trades
• Break Times: When you start and end breaks (if tracked by employer)

12C.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

12C.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.)

12C.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.

12C.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.

12C.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.

13. Accessibility Commitment

MarTech AI is committed to making the XShift AI Service accessible to all users, including individuals with disabilities. We strive to comply with the Americans with Disabilities Act (ADA) and follow Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards.

13.1 Current Accessibility Features

Our Service includes the following accessibility features:

• Keyboard Navigation: Full keyboard navigation support for users who cannot use a mouse
• Screen Reader Compatibility: Properly labeled form inputs with ARIA attributes (aria-required, aria-invalid, aria-describedby) for assistive technology compatibility
• Form Accessibility: All form inputs include visible labels, error messages with role="alert", and helper text associations
• Focus Indicators: Clear visual focus indicators for keyboard navigation
• Semantic HTML: Use of semantic HTML elements to improve structure and navigation for assistive technologies

13.2 Compliance Status

Partial WCAG 2.1 Level AA Compliance: We have implemented accessibility features in many areas of the Service, particularly in form inputs and core user interface components. However, we acknowledge that not all features currently meet full WCAG 2.1 Level AA standards. We are actively working to improve accessibility across the entire platform.

Ongoing Improvements: We regularly audit our Service for accessibility issues and prioritize fixes to improve the experience for users with disabilities. Our development team follows accessibility best practices when building new features.

13.3 Accessibility Feedback and Accommodations

If you encounter accessibility barriers while using the Service, please contact us so we can provide assistance or work toward a solution:

Email: contact@xshift.ai
Subject Line: "Accessibility Issue" or "Accommodation Request"

Please describe the accessibility barrier you encountered, including:

• The specific page or feature where you experienced difficulty
• The assistive technology you are using (if applicable)
• A description of the problem
• Your contact information so we can follow up

Response Time: We will respond to accessibility inquiries within 5 business days and work with you to provide reasonable accommodations or alternative access methods where possible.

No Additional Fees: We do not charge additional fees to users with disabilities for accessibility accommodations or alternative access to the Service.

14. Labor Cost Analytics and Workforce Insights

14.1 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.

14.2 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.

14.3 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.

14.4 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.

14.5 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

14.6 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.

14.7 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 8 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 10.2)

I. Severability

If any court holds the FLSA collective action waiver unenforceable, the remainder of this Section 14.7 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 10.2 still applies
• Indemnification obligations in Section 11 still apply

J. Governing Law and Supremacy

To the extent any provision of this Section 14.7 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 8.

14.8 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 8 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 10.2 (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 10.2)

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 14.8 remain in full force
• Liability cap in Section 10.2 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

14.9 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.

14.10 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.

14.11 No Reasonable Reliance - Negligent Misrepresentation Defense

A. No Duty of Care - No Reliance Permitted

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

MarTech AI owes you NO DUTY OF CARE regarding the accuracy, completeness, or suitability of labor cost data. We are NOT in a special relationship with you that would create such a duty.

• We do NOT owe you a duty to ensure calculations are accurate
• We do NOT owe you a duty to warn about inaccuracies or limitations
• We do NOT owe you a duty to provide data suitable for your specific business needs
• We do NOT owe you a duty to prevent you from making bad business decisions based on our data

We are a software vendor ONLY. We provide tools "AS IS" without any duty to ensure they work correctly for your purposes.

B. No Reasonable Reliance - You Cannot Claim You Relied on Us

EVEN IF WE MADE STATEMENTS ABOUT ACCURACY, RELIABILITY, OR SUITABILITY OF LABOR COST DATA, YOU AGREE:

1. You Did NOT Reasonably Rely

You acknowledge that it would be UNREASONABLE to rely on unverified software-generated estimates, calculations produced without human review, data from a scheduling tool (not an accounting firm), or projections we explicitly warned are inaccurate.

IF YOU RELIED ON OUR DATA: You acknowledge such reliance was unreasonable, imprudent, and contrary to basic business judgment.

2. You Had Duty to Investigate

As a business operator, you had a duty to independently verify all labor cost data, hire qualified professionals (CPAs, payroll experts), compare our projections to actual payroll records, test calculations for accuracy, and read these Terms carefully.

YOU CANNOT CLAIM: "We trusted XShift AI's calculations" or "We reasonably believed the data was accurate." Such claims are foreclosed by this agreement.

3. We Warned You Repeatedly

Throughout these Terms and in the Service itself, we have warned: Data may be wrong (Section 14.5), we are not accountants (Section 14.9), do not use for financial reporting (Section 14.10), calculations are estimates only (Section 14.1), you must verify independently (Section 14.6).

YOU CANNOT CLAIM: "We didn't know the data was unreliable." You were warned explicitly and repeatedly.

C. Marketing Statements Do NOT Create Reliance

Any marketing materials, website content, sales presentations, or promotional statements that describe "accurate labor cost analytics," "precise overtime calculations," "real-time labor cost tracking," "comprehensive workforce insights," or similar language are PUFFERY AND GENERAL DESCRIPTIONS ONLY.

These Statements Do NOT Mean:

• ✘ We guarantee calculations are accurate
• ✘ You can reasonably rely on data without verification
• ✘ We owe you a duty of care regarding accuracy
• ✘ We create a special relationship with you
• ✘ We provide professional services

THESE TERMS SUPERSEDE AND CONTROL OVER ANY MARKETING STATEMENTS.

D. No Special Relationship Creating Reliance Duties

YOU ACKNOWLEDGE THAT NO SPECIAL RELATIONSHIP EXISTS BETWEEN YOU AND MARTECH AI THAT WOULD CREATE:

1. Fiduciary Duty: We are NOT your fiduciary, advisor, consultant, agent acting on your behalf, or trusted counselor. We are an arms-length software vendor ONLY.

2. Professional-Client Relationship: We are NOT your accountant (CPA), attorney, financial advisor, HR consultant, or payroll service provider. There is no professional relationship creating professional duties.

3. Confidential or Trust Relationship: We do NOT hold ourselves out as experts you should trust. We do NOT invite you to share confidential business information requiring our protection. We are a SaaS provider in an arms-length commercial transaction.

E. Sophisticated User Acknowledgment

YOU REPRESENT THAT YOU ARE A SOPHISTICATED BUSINESS OPERATOR WHO:

1. Has Business Experience: You operate a business with employees, understand payroll and labor costs, have access to professional advisors, and are capable of evaluating software tools and their limitations.

2. Had Opportunity to Investigate: Before subscribing, you could have tested the Service during free trial, reviewed these Terms with legal counsel, requested technical demonstrations, compared our Service to alternatives, or consulted with industry peers.

3. Made Independent Business Decision: You decided to use the Service based on your own evaluation of features and limitations, your own risk assessment, and your own business judgment - NOT because we induced you to rely on data accuracy.

F. Integration Clause - No Oral Representations

THESE WRITTEN TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND MARTECH AI.

You acknowledge you did NOT rely on oral statements by sales representatives, verbal promises or assurances, email communications not incorporated into these Terms, webinar or demo presentations, social media posts or blog articles, third-party reviews or testimonials, or industry analyst reports.

IF A SALESPERSON SAID: "Our labor cost calculations are 99% accurate" or "You can rely on our data for payroll" → THOSE STATEMENTS ARE SUPERSEDED BY THESE TERMS.

This written agreement controls. Period.

G. No Negligent Misrepresentation Liability

EVEN IF WE MADE FALSE OR MISLEADING STATEMENTS ABOUT LABOR COST DATA:

We Have No Liability For: Negligent misrepresentation (claims we negligently provided false information you reasonably relied upon), innocent misrepresentation (claims we innocently made false statements without knowledge), or strict liability for misrepresentation.

Why These Claims Fail: No Duty (we owe no duty of care regarding accuracy), No Reasonable Reliance (you cannot reasonably rely on unverified software estimates), You Were Warned (we explicitly disclaimed accuracy), Integration Clause (only these written Terms control), Sophisticated User (you had resources to investigate and verify).

H. Disclaimers Are Conspicuous and Enforceable

YOU ACKNOWLEDGE THAT ALL DISCLAIMERS IN THESE TERMS ARE:

• Conspicuous: Displayed in bold, capital letters, and warning boxes with ⚠️ symbols and red/orange color coding. Placed prominently throughout relevant sections. Impossible to miss or overlook.
• Clear and Unambiguous: Written in plain English, explain exactly what we do NOT guarantee, state explicitly that reliance is unreasonable.
• Bargained For: You had opportunity to negotiate different terms, purchase additional services, obtain insurance or warranties. You chose to accept these Terms at current pricing.

I. Waiver of Negligent Misrepresentation Claims

YOU EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE ANY CLAIMS FOR:

State law negligent misrepresentation claims under California Civil Code § 1710, New York common law, Texas common law, Restatement (Second) of Torts § 552 (information negligently supplied), or any other state law negligent misrepresentation theories.

Even if we: (1) Supplied false information about labor cost accuracy, (2) Owed you a duty of care (we do not), (3) Breached that duty by providing false information, (4) You reasonably relied on the false information (you cannot), (5) You suffered damages - You waive the right to bring such claims.

J. No Estoppel or Waiver of Disclaimers

YOU AGREE THAT MARTECH AI'S ACTIONS CANNOT CREATE ESTOPPEL OR WAIVE DISCLAIMERS:

Even if we fixed bugs in the past, provided customer support, made statements about improving accuracy, investigated user-reported issues, or issued refunds → Does NOT waive disclaimers, create duty of care, guarantee accuracy, or modify these Terms.

K. Acknowledgment and Certification

BY USING LABOR COST FEATURES, YOU CERTIFY:

• ☐ MarTech AI owes NO DUTY OF CARE regarding accuracy of labor cost data
• ☐ It would be UNREASONABLE to rely on unverified software estimates without independent verification
• ☐ You had a duty to investigate and verify data yourself
• ☐ You were repeatedly warned that data may be wrong
• ☐ Marketing statements are puffery and do NOT create reliance duties
• ☐ No special relationship exists creating fiduciary or professional duties
• ☐ You are a sophisticated business user with resources to evaluate software
• ☐ You made an independent decision to use the Service (not induced by false promises)
• ☐ You did NOT rely on oral statements by sales representatives
• ☐ These written Terms constitute the entire agreement
• ☐ Disclaimers are conspicuous, clear, and enforceable
• ☐ You waive any negligent misrepresentation claims under state or common law

L. Comparative Fault and Failure to Mitigate

EVEN IF A COURT FINDS WE MADE NEGLIGENT MISREPRESENTATIONS:

Your Comparative Fault: You acknowledge your own fault in failing to independently verify data (primary cause of any damages), failing to hire qualified professionals, failing to read or understand these Terms, failing to exercise reasonable business judgment, and continuing to use the Service despite known inaccuracies. Any damages should be reduced by at least 90% based on your comparative fault.

Failure to Mitigate: If you discovered inaccuracies but continued using the Service without implementing safeguards, you failed to mitigate damages. Damages after discovery should NOT be recoverable.

14.12 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.

14.13 No Fraudulent Inducement

YOU WAIVE CLAIMS THAT WE FRAUDULENTLY INDUCED YOU TO SUBSCRIBE.

Even if we made false statements about accuracy or capabilities, you cannot claim fraud because:

• No Reasonable Reliance: You cannot reasonably rely on marketing statements without independent investigation (see Section 14.11)
• No Scienter: You cannot prove we KNEW statements were false or intended to deceive you
• Puffery Defense: Marketing statements like "accurate labor cost analytics" are puffery (generalized claims of quality), not actionable fraud
• Integration Clause: Only these written Terms control, which explicitly disclaim accuracy
• Sophisticated User: You are a business operator capable of evaluating software claims

YOU WAIVE:

• Claims for fraud, fraud in the inducement, fraudulent concealment, or intentional misrepresentation under any state law
• Right to rescind this agreement - even if fraud occurred, these Terms remain enforceable

14.14 State Consumer Protection Laws - No Violation

WE HAVE NO LIABILITY UNDER STATE CONSUMER PROTECTION STATUTES:

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

No State AG Enforcement: We have NO LIABILITY for state attorney general investigations, enforcement actions, civil penalties, restitution orders, or injunctions.

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

YOU WAIVE:

Any claims under state consumer protection statutes and agree NOT to file complaints with state attorneys general regarding labor cost accuracy.

14.15 Implied Covenant of Good Faith and Fair Dealing - Waived

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ANY IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.

Every contract includes an implied covenant that parties will not frustrate the other's right to receive benefits of the agreement. YOU WAIVE THIS.

No Bad Faith Claims For:

• Allowing software bugs to persist without fixing them
• Failing to notify you of known calculation errors
• Continuing to charge subscription fees despite inaccurate data
• Not prioritizing bug fixes affecting your organization
• Refusing to provide technical support for calculation issues

No Duty to Act in Good Faith Regarding Accuracy:

We have NO DUTY to ensure calculations work properly, warn you of defects, fix bugs within any timeframe, prioritize your feature requests, or maintain quality standards.

Contract Terms Control: Our explicit disclaimers in Sections 9 (Warranties), 10 (Liability), and 14 (Labor Costs) define our obligations. We do NOT owe additional implied duties beyond what's written.

YOU WAIVE:

Claims that we breached the implied covenant of good faith and fair dealing by providing inaccurate data, failing to fix bugs, or continuing to charge fees despite known defects.

14.16 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.

14.17 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.

14.18 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.

14.19 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 9 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 14 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 14)
• 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 9, 10, 14) 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.

14.20 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 14.1). 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 9, 10, 14) 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 10) control exclusively. You cannot use equity to bypass contract disclaimers.

15. Break Tracking Feature - Limitations and Employer Responsibilities

15.1 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.

15.2 No Automatic Payroll Deduction - Payroll Calculation Methodology

A. Actual Clock Time Basis

Payroll calculations in XShift AI are based EXCLUSIVELY on:

• Actual clock-in timestamps recorded when employees clock in
• Actual clock-out timestamps recorded when employees clock out
• The difference between clock-out and clock-in times equals hours worked

Formula: Hours Worked = Clock-Out Time - Clock-In Time

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

15.3 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

15.4 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.

15.5 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.

15.6 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.

15.7 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.

15.8 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.

15.9 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 10 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

16. Availability Management

16.1 Overview and Purpose

The Service includes availability management features that allow employees to communicate their work schedule preferences and managers to organize and respond to these preferences. This section explains your rights and responsibilities when using these features.

What This Feature Does:

• Employees can submit their preferred work days, unavailable days, and preferred work hours
• Managers can view, edit, and manage employee availability preferences
• Organizations can choose between employee-controlled or manager-approval workflows
• The Service stores availability preferences to assist with scheduling decisions

16.2 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

16.3 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

16.4 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.

16.5 Data Storage and Disclosure

What We Store:

When you use availability management features, the Service stores:

• Your preferred work days and unavailable days
• Your preferred start and end times
• Notes and scheduling preferences you provide
• 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.

16.6 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.

17. Contact Information

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

MarTech AI

Email: contact@xshift.ai