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Terms of Use

Effective Date: December 22, 2025

These Terms of Use (“Terms”) govern your access to and use of Optimal Shift’s website and applications, including:

  • our public website (the "Website");
  • our web application (the "Web App");
  • our mobile applications (the "Mobile App"); and
  • related administrative tools and support channels (together with the Website, Web App, and Mobile App, the "Services").

The Services are operated by Optimal Shift LLC (“Optimal Shift,” “we,” “us,” or “our”).

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1) Who these Terms apply to

  • “Organization” means an employer or other entity that has invited you to use the Services and/or has a separate written subscription or other agreement with Optimal Shift for the Services.
  • “Authorized User” means an individual who is permitted by an Organization to use the Services (for example, employees or contractors).
  • “You” means the individual using the Services as an Authorized User, or an individual/entity using the Services without an Organization.
  • If you accept these Terms on behalf of an Organization (for example, you are an administrator signing up an Organization without a separate agreement), you represent that you have authority to bind that Organization.

2) Changes to the Services

We may add, remove, or modify features at any time. We may also suspend access to the Services (in whole or in part) to protect the Services, users, or as required by law.

3) Eligibility

You must be at least 18 years old to use the Services.

4) Accounts and administrators

Your account is created by your Organization's administrator. You agree to:

  • keep your credentials confidential; and
  • promptly notify us of any unauthorized access.

Organization administrators. Each Organization has one or more administrators who manage users, permissions, schedules, settings, and data within the Organization's workspace. You acknowledge your Organization may access and control your account in accordance with its policies.

5) License to use the Services

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal business purposes and only as permitted by these Terms.

We and our licensors retain all rights, title, and interest in the Services, including all software, designs, text, graphics, and trademarks.

6) Customer data and your content

Customer Data. “Customer Data” means data submitted to the Services by you or your organization (e.g., staffing profiles, schedules, shift assignments, notes).

As between you (or your organization) and us:

  • you (or your organization) own Customer Data; and
  • you grant us a worldwide, non-exclusive license to host, store, process, transmit, and display Customer Data only to provide, secure, maintain, and improve the Services and to comply with law.

Your responsibilities. You are responsible for:

  • having the rights/permissions needed to submit Customer Data; and
  • the accuracy and legality of Customer Data.

Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without compensation or obligation.

7) Prohibited uses (Acceptable Use)

You may not, and may not assist others to:

  • violate any law or regulation;
  • access or use the Services in a way that compromises security, availability, or integrity (e.g., probing, scanning, or load testing without permission; bypassing rate limits);
  • attempt to gain unauthorized access to any accounts, systems, or data;
  • upload or transmit malware, spyware, or other harmful code;
  • reverse engineer, decompile, or attempt to derive source code (except where prohibited by law);
  • scrape, harvest, or collect data from the Services except as explicitly allowed;
  • impersonate others or misrepresent affiliation;
  • use the Services to send spam or unsolicited messages; or
  • use the Services to build or benchmark a competing product (except to the extent applicable law prohibits this restriction).

We may suspend or terminate access for violations or suspected violations.

8) Important product and compliance notes (including PHI)

  • No medical advice. The Services are administrative tools for scheduling and coordination. They do not provide medical advice or clinical decision support.
  • No PHI / HIPAA. The Services are not designed to receive, store, or process Protected Health Information (PHI), and we do not intend for the Services to be used to process PHI. Do not upload or transmit PHI or other highly regulated sensitive data (including Social Security numbers or payment card data) through the Services unless we expressly agree in writing (including, if applicable, a signed Business Associate Agreement).

9) Subscriptions, billing, and no in-app purchases

The Services are offered primarily to Organizations under separate written agreements (such as an order form, subscription agreement, or master services agreement). Those agreements govern fees, billing, renewals, taxes, and refunds.

Authorized Users do not purchase subscriptions through the Mobile App, and we do not offer in‑app purchases through Apple’s App Store or Google Play.

If we make a paid plan available directly to you without an Organization, the applicable order form or checkout terms will control the commercial terms.

10) Third-party services

The Services may integrate with third-party services (e.g., email, SMS, push notifications, identity providers, app stores). Your use of third-party services is governed by their terms, and we are not responsible for third-party services.

11) Mobile app store terms (iOS / Android)

If you download the Mobile App from Apple’s App Store or Google Play, your use is also subject to the applicable app store terms and usage rules. If there is a conflict between these Terms and mandatory app store terms, the app store terms govern to the extent of the conflict.

For iOS users: Apple's standard Licensed Application End User License Agreement ("Standard EULA") may apply unless we provide a custom EULA or your Organization has a separate agreement that governs your use of the Mobile App. Apple (and its subsidiaries) are third‑party beneficiaries of this Section and may enforce it against you.

12) Privacy

Our collection and use of information is described in our Privacy Policy (the “Privacy Policy”), located at:

https://www.optimalshift.ai/legal/privacy

The Privacy Policy is incorporated by reference into these Terms.

13) Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or fully secure.

14) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
  • OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR $100 IF YOU HAVE NOT PAID US).

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

15) Indemnification

You agree to indemnify and hold harmless Optimal Shift and its affiliates, officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of:

  • your use of the Services;
  • your Customer Data; or
  • your violation of these Terms or applicable law.

16) Suspension and termination

We may suspend or terminate your access to the Services:

  • if you violate these Terms;
  • to address security risks; or
  • as required by law.

You may stop using the Services at any time. If you are on a paid plan, cancellation terms may apply (Section 9).

17) Governing law and venue

These Terms are governed by the laws of the State of Washington, excluding conflict-of-law rules.

Any dispute arising out of these Terms will be brought exclusively in the state or federal courts located in King County, Washington, and you consent to personal jurisdiction and venue there.

18) Changes to these Terms

We may update these Terms from time to time. If changes are material, we will take reasonable steps to notify you (e.g., via the Services or by email). Continued use after changes become effective means you accept the updated Terms.

19) Contact

Questions about these Terms can be sent to: [email protected]

Mailing address:
Optimal Shift LLC
5101 14th Ave NW
Suite 200 #525
Seattle WA 98107

20) General provisions

Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Optimal Shift regarding the Services, except where a separate commercial agreement with your Organization expressly supersedes these Terms.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

Waiver. Our failure to enforce any right or provision does not waive our right to enforce it later.

Assignment. You may not assign or transfer your rights under these Terms without our consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.

Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control, such as natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

Survival. Sections 5-8 and 13-20 survive termination of these Terms.