ShiftSixOS Terms and Conditions
These Terms and Conditions (“Terms”) govern your use of the services (“Services”) provided by ShiftSixOS (“Provider,” “we,” “us,” or “our”). By engaging our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Services.
We will provide you with the Services described in the Service Agreement entered into between you and us. We reserve the right to modify or discontinue any of our Services at our discretion, with prior notice to you.
You agree to pay us the fees set forth in the Service Agreement or as otherwise agreed upon between you and us. Payments must be made in accordance with the payment terms specified in the Service Agreement. Late payments may be subject to interest at the maximum rate permitted by law.
Both parties agree to maintain the confidentiality of all information and materials received or accessed in connection with the Services. Neither party shall disclose, use, or permit the use of any such confidential information, except as necessary to perform the Services or as required by law.
- Intellectual Property
All intellectual property rights, including but not limited to copyrights, patents, and trademarks, in any work product, materials, or deliverables created by us in connection with the Services shall belong to you. We agree to execute any additional documents necessary to assign such rights to you.
- Warranties and Disclaimers
We warrant that we will perform the Services in a professional manner, consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
- Limitation of Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE LIABILITY AROSE.
Each party agrees to indemnify and hold the other party harmless from any claims, damages, losses, or expenses, including reasonable attorney’s fees, arising out of any breach of these Terms or any negligent or wrongful acts or omissions by the indemnifying party or its employees or agents.
Either party may terminate the Service Agreement upon thirty (30) days written notice to the other party, or immediately for cause, including material breach or insolvency of the other party.
- Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of New York. Any disputes arising out of or in connection with these Terms shall be resolved through mediation or, if unsuccessful, binding arbitration in accordance with the rules of the American Arbitration Association.
- Entire Agreement
These Terms, together with the Service Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and negotiations, whether written or oral. These Terms may be amended only in writing and signed by both parties.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and any failure by either party to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor strikes, natural disasters, or disruptions in telecommunications or transportation networks. If such circumstances persist for more than thirty (30) days, either party may terminate the Service Agreement upon written notice to the other party.
Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that we may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and addressed to the other party at the address set forth in the Service Agreement or to such other address that may be designated by the receiving party in writing. All notices shall be deemed to have been given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or on the delivery date, if sent by recognized overnight courier service.
- Independent Contractor
We are an independent contractor, and nothing in these Terms shall be construed as creating an employer-employee relationship, partnership, or joint venture between you and us. Our employees and agents, if any, shall not be considered employees of yours for any purpose.
- No Third-Party Beneficiaries
These Terms are for the benefit of the parties hereto and their respective successors and permitted assigns and do not confer any rights or remedies upon any person or entity not a party hereto.
The Service Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be considered as valid and binding as original signatures.
In the event of any conflict or inconsistency between these Terms and the Service Agreement, the provisions of the Service Agreement shall prevail. The headings and subheadings in these Terms are provided for convenience only and shall not affect the interpretation or construction of any provision.
Any provisions of these Terms that by their nature should survive termination or expiration of the Service Agreement, including but not limited to confidentiality, intellectual property, indemnification, limitation of liability, and governing law and dispute resolution provisions, shall survive and continue to be binding upon the parties.
Neither party shall use the other party’s name, logo, or trademark in any advertising, promotional materials, or press release without the prior written consent of the other party, except as may be required by law or regulation.
During the term of the Service Agreement and for a period of twelve (12) months after its termination or expiration, neither party shall, directly or indirectly, solicit or attempt to solicit for employment any person employed by the other party who was directly involved in the provision or receipt of the Services, without the prior written consent of the other party.
- Compliance with Laws
Each party shall comply with all applicable laws, regulations, and ordinances in the performance of its obligations under these Terms and the Service Agreement.
Each party shall maintain appropriate insurance coverage, as required by law or as reasonably necessary to protect its interests and the interests of the other party, in connection with the performance of its obligations under these Terms and the Service Agreement.
We reserve the right to modify or amend these Terms at any time upon written notice to you. Any such modifications or amendments shall be effective upon the date specified in the notice, and your continued use of our Services following the effective date shall constitute your acceptance of the updated Terms.
- Electronic Communications
By engaging our Services, you consent to receiving electronic communications from us, including but not limited to email correspondence, invoices, and notices. You agree that any electronic communication from us satisfies any legal requirement that such communication be in writing.
- Support and Maintenance
We will provide reasonable support and maintenance services for the Services, as described in the Service Agreement or as otherwise agreed upon between you and us. You acknowledge and agree that support and maintenance services may be subject to additional fees, as set forth in the Service Agreement or as agreed upon by the parties.
- Data Privacy
- Dispute Escalation
If any dispute arises between the parties in connection with these Terms or the Services, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate the mediation or arbitration process as set forth in the Governing Law and Dispute Resolution section of these Terms.
We reserve the right to subcontract any portion of the Services to third parties, provided that we remain responsible for the performance of the Services in accordance with these Terms and the Service Agreement. We will ensure that any subcontractors engaged by us are bound by terms and conditions that are substantially similar to those set forth in these Terms, including provisions related to confidentiality, intellectual property, and indemnification.
The parties acknowledge and agree that the relationship established by these Terms and the Service Agreement is non-exclusive. Both parties remain free to enter into similar agreements or arrangements with other parties, provided that doing so does not result in a breach of any obligations under these Terms or the Service Agreement.
- No Waiver of Rights
Any failure or delay by either party in exercising any right or remedy under these Terms or the Service Agreement shall not operate as a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- Audit Rights
During the term of the Service Agreement and for a period of two (2) years thereafter, upon reasonable notice and during normal business hours, we shall permit you or your designated representative to audit our performance of the Services and our compliance with the terms of these Terms and the Service Agreement, provided that such audit does not unreasonably interfere with our normal business operations.
- Export Compliance
Each party shall comply with all applicable export control laws and regulations in connection with the performance of its obligations under these Terms and the Service Agreement. Neither party shall, directly or indirectly, export, re-export, or transfer any goods, technology, or software subject to export control restrictions, without first obtaining all necessary licenses, permits, and authorizations required by applicable laws and regulations.
By continuing to engage ShiftSixOS for the provision of Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you have any questions or concerns regarding these Terms, please contact us at [email protected].