These Terms of Service (“Terms”) govern access to and use of the websites at heyshift.io, related domains we operate, and the cloud workforce‑scheduling and related software services offered by Heyshift (“Heyshift,” “we,” “us,” or “our”) (collectively, the “Services”). By accessing or using the Services on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.

Important: This document is intended as a practical starting point for a US‑oriented, seat‑based B2B SaaS offering. Laws vary by industry, state, and contract stack (including negotiated Orders, statements of work, and data processing agreements). Have qualified United States counsel review and adapt these Terms, including governing law, venue, liability caps, indemnities, insurance, and any sector‑specific obligations (for example healthcare, education, or union environments), before relying on them for production contracts.

Additional policies incorporated by reference: our Privacy Policy, Cookie Policy, and (where applicable) our California‑specific disclosures linked from those pages.

1. Definitions

“Customer” means the company or other legal entity that enters into an Order or otherwise registers paid access to the Services.
“User” means an individual authorized by Customer to access the Services (for example administrators, managers, or employees).
“Customer Data” means data Customer or Users submit to the Services or that the Services generate for Customer based on that input (for example schedules, configuration, comments), excluding aggregated or de‑identified analytics about use of the Services that do not identify Customer or Users.
“Order” means an ordering document or online checkout Customer executes with Heyshift specifying Services, fees, subscription term, Seat quantities or tiers, and related commercial terms. If an Order conflicts with these Terms on a negotiated point, the Order controls only for that point.
“Seat” means a subscription unit tied to authorized Users according to your Order and published plan descriptions—for example operational licenses for roles that configure locations, approve swaps, publish schedules, or administer accounts—rather than every individual listed on payroll unless your Order expressly states otherwise.

2. Eligibility and USA focus

The Services are offered primarily for business use by organizations operating in or contracting from the United States. Customer represents that it is not barred from receiving exports under US law (see Section 16). Individuals under the age of majority in their jurisdiction may not create accounts unless Customer properly supervises such access consistent with labor and privacy laws applicable to Customer.

3. Access grant

Subject to these Terms and payment when fees apply, Heyshift grants Customer a limited, non‑exclusive, non‑transferable (except as permitted in Section 19) right during the subscription term to access and use the Services for Customer’s internal business operations.

4. Accounts and security

Customer is responsible for: (a) maintaining accurate registration information; (b) safeguarding passwords, SSO configurations, API keys, and similar credentials; and (c) activity occurring under Customer accounts unless Customer notifies Heyshift promptly of compromise. Heyshift may reset credentials or disable accounts where reasonably necessary for security.

5. Seats, usage limits, and trials

Seats. Customer must not exceed the Seat counts or tier limits in the applicable Order. Heyshift may enforce limits in product controls or invoicing.

Trials and pilots. If Heyshift provides evaluation or pilot access, such access is governed by these Terms unless a separate pilot agreement states otherwise. Trials may convert to paid subscriptions only when Customer confirms an Order.

Fair use. Heyshift may throttle or suspend unusually burdensome automated usage that threatens stability or security.

6. Fees, invoicing, and taxes

Fees. Customer agrees to pay fees stated in the Order (for example annual Seat subscriptions). Unless stated otherwise, fees are quoted in US dollars.

Payment. Payment obligations follow the Order (card, ACH, invoice). Late amounts may accrue simple interest at the lesser of 1.5% per month or the maximum permitted by law, plus reasonable costs of collection.

Taxes. Fees exclude applicable sales, use, gross receipts, VAT‑style, or similar taxes Customer must bear unless Heyshift invoices inclusive taxes where legally required. Customer provides tax exemption certificates when applicable.

Purchase orders. If Customer requires a PO number for Accounts Payable, Customer remains obligated for undisputed fees whether or not a PO number was supplied.

7. Subscription term and renewals

Unless an Order states otherwise, subscriptions renew for successive terms equal to the prior term unless either party gives notice of non‑renewal at least thirty (30) days before the current period ends (or such longer period stated in the Order). Renewals may be at Heyshift’s then‑current rates after reasonable advance notice consistent with the Order.

8. True‑ups and Seat adjustments

Seat quantities may be reconciled against authorized Users during each billing period as described in your Order or sales documentation (for example increases mid‑term co‑terming with renewal or proration). Enterprise Customers typically align adjustments through their named contact or Order schedule.

9. Acceptable use

Customer and Users must not: (a) violate law or third‑party rights; (b) probe, disrupt, or circumvent security or rate limits except coordinated penetration testing Heyshift approves in writing; (c) transmit malware or unsolicited bulk messaging through the Services; (d) mine or scrape the Services beyond ordinary permitted export features; (e) reverse engineer the Services except where statutory rights cannot be waived; or (f) access another customer’s environment without authorization.

Heyshift may investigate credible misuse reports and cooperate with law enforcement when legally required.

10. Service availability, maintenance, backups, and incidents

Heyshift uses commercially reasonable efforts to keep the Services available, secure, and reliable. However, no cloud software service can guarantee uninterrupted availability, error-free operation, or complete prevention of data loss. Unless a signed Order expressly includes a separate service level agreement, Heyshift does not promise a specific uptime percentage, recovery time, recovery point, or service credit.

Heyshift may perform scheduled or emergency maintenance, deploy updates, restore systems, restrict traffic, or temporarily suspend access when reasonably necessary to protect the Services, Customer Data, customers, or infrastructure. Where practical, Heyshift will provide advance notice of planned maintenance that materially affects production access.

Heyshift may maintain backups, snapshots, replication, logs, or other recovery measures according to its then-current operational practices. These measures are intended for service restoration and business continuity; they are not a substitute for Customer’s own compliance records, payroll records, exports, or internal backups where Customer’s business, legal, or regulatory obligations require them.

If Heyshift becomes aware of a material incident that significantly affects Customer access to the Services or the confidentiality, integrity, or availability of Customer Data, Heyshift will use commercially reasonable efforts to investigate, mitigate, restore affected services, and provide updates through appropriate channels. Resolution time may depend on the nature of the incident, third-party infrastructure, customer configuration, and required security review.

Customer is responsible for maintaining reasonable business continuity plans for its operations, including procedures for scheduling, payroll, compliance, and workforce communication if the Services are unavailable.

11. Customer Data and privacy

Ownership. As between the parties, Customer retains rights it holds in Customer Data.

Processing. Heyshift processes Customer Data to provide and secure the Services as described in the Privacy Policy. Where GDPR or similar frameworks apply to processing Heyshift performs as a processor, the parties sign Heyshift’s Data Processing Addendum when Customer requests it.

Instructions. Customer represents it has lawful bases and notices necessary for Users’ data Customer submits.

Deletion. After termination or expiry, Heyshift may delete Customer Data according to product capabilities and documented retention schedules unless law requires retention.

12. Confidentiality

Each party may receive non‑public information about the other (“Confidential Information”). The recipient uses Confidential Information only for the relationship and protects it with reasonable care. Exceptions include information that is public without breach, independently developed, or rightfully received from a third party.

13. Intellectual property

Heyshift retains all rights in the Services, software, brands, templates, documentation, and enhancements. Except for access rights in Section 3, no licenses are granted by implication.

Feedback. Customer grants Heyshift a perpetual, royalty‑free license to use suggestions Customer voluntarily provides to improve the Services without obligation of attribution.

14. Third‑party services

Customer integrations (payroll, HRIS, messaging, identity providers) are Customer’s responsibility as to licensing and compliance. Heyshift is not liable for third‑party outages beyond reasonable coordination.

15. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEYSHIFT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. Heyshift does not warrant uninterrupted or error‑free operation, that data loss will never occur, or that schedules produced using the Services comply with Customer’s wage‑hour, collective bargaining, safety, or sector‑specific obligations—Customer remains responsible for operational and legal outcomes.

Some states do not allow certain disclaimers; in those jurisdictions disclaimers apply to the fullest extent permitted.

16. Limitation of liability

EXCEPT FOR PAYMENT OBLIGATIONS OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD‑PARTY CLAIMS IN SECTION 17, OR CLAIMS THAT CANNOT BE LIMITED UNDER LAW:

(a) NEITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNTS CUSTOMER PAID HEYSHIFT FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM (OR, IF SHORTER, THE SUBSCRIPTION PERIOD TO DATE); AND

(b) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUES, GOODWILL, OR DATA—EVEN IF ADVISED OF POSSIBILITY.

Caps do not limit liability for gross negligence, intentional misconduct, death, or personal injury caused by a party’s negligence where applicable law forbids limitation.

17. Indemnification

Customer will defend Heyshift against third‑party claims arising from Customer Data, Customer’s breach of these Terms or law, or disputes between Customer and its employees or regulators tied to schedules Customer publishes—unless solely caused by Heyshift’s uncorrected breach of confidentiality or violation of law after timely notice.

Heyshift will defend Customer against claims by third parties alleging the subscribed Services when used as authorized infringe a US patent, copyright, or trade secret, subject to customary exclusions (combinations with Customer materials, unauthorized modifications). As remedy Heyshift may modify the Services or procure rights; if neither is reasonably feasible, Heyshift may terminate affected subscriptions and refund prepaid unused fees.

Each indemnified party provides prompt notice, reasonable cooperation, and sole settlement authority stays with defending party unless it settles admitting liability or materially impairing indemnitee rights without consent.

18. Suspension and termination

Either party may terminate for uncured material breach thirty (30) days after written notice unless law or the Order requires a different cure period.

Heyshift may suspend access immediately where reasonably necessary to prevent harm (security incidents, malware, credible illegal activity, non‑payment after notice).

Upon expiration or termination, access ends; Sections intended to survive (fees accrued, confidentiality, IP, disclaimers, liability limits where permitted, indemnities, dispute provisions) survive.

19. Assignment

Neither party assigns these Terms without the other’s consent except Heyshift may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets without consent, provided Customer receives equivalent protections.

20. Export and sanctions

Customer agrees to comply with US export controls and sanctions laws. Customer represents it is not listed on denied‑party lists prohibiting receipt of US‑origin technology except under authorization.

21. Electronic notices

Customer consents to receive operational and billing notices electronically at contacts Customer supplies.

22. Changes to these Terms

Heyshift may modify these Terms by posting an updated version and revising the Last updated date. Material adverse changes take effect thirty (30) days after notice by email or in‑product banner unless law requires otherwise or Customer terminates before effective date if Heyshift reasonably permits termination when feasible.

23. General

Independent contractors. The parties are independent contractors.

Force majeure. Neither party is liable for delays caused by events beyond reasonable control (excluding payment obligations).

Severability & waiver. If a provision is invalid, remaining provisions remain enforceable; waivers must be written.

Entire agreement. These Terms plus Orders and referenced policies constitute the entire agreement on its subject matter.

Governing law & venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑law rules that would apply another jurisdiction’s laws. Each party submits to exclusive jurisdiction of state and federal courts located in Wilmington, Delaware, except Heyshift may seek injunctive relief in any competent forum.

(Counsel often substitutes another US state tied to Heyshift’s incorporation or Customer negotiations.)

24. Contact

Legal and commercial inquiries: hello@heyshift.io