Terms of Service

Version 1.03 (May 25 2018)

By accessing this website and/or registering for any service offered, you are agreeing to be bound by these Terms and Conditions, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site, and also from registering for use of any service offered through this website. Please read this document fully and carefully. Further, you understand and agree that all content contained within this website and application is owned by Tymeshift, LLC. and is protected under all applicable copyright and trademark laws.

DEFINITIONS
Tymeshift is a workforce management application developed and owned solely by Tymeshift, LLC (the “Service”). Tymeshift, LLC will be hereinafter referred to as Tymeshift for the purpose of this agreement.

AGREEMENT
This Terms of Service (TOS) is by and between Tymeshift and you or the company or other entity acknowledging this Agreement (“Client”).

PROPER USE
You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not, shall not agree to, and shall not authorize or encourage any third party to: use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Tymeshift; use the Service for any fraudulent or inappropriate purpose; resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Tymeshift; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.
Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences.

INFORMATION COLLECTION AND USE
While using our sites and apps, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to your name and email (“Personal Information”).

INDEMNIFICATION
You agree to hold harmless and indemnify Tymeshift, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Tymeshift will provide you with written notice of such claim, suit or action.
The failure of Tymeshift to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and Tymeshift and govern your use of the Service, superseding any prior agreements between you and Tymeshift (including, but not limited to, any prior versions of the TOS).

WARRANTY AND LIABILITY
Tymeshift does not warrant that: (i) the Services will meet your requirements or expectations, (ii) the Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data. The Services are provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. In no event shall Tymeshift or its suppliers/affiliates be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Tymeshift’s website, even if Tymeshift or a Tymeshift authorized representative has been notified orally or in writing of the possibility of such damage.

TERMINATION OF SERVICE
Termination of services may be requested pursuant to the aforementioned via submission of a request in-writing to Tymeshift – 2601 W Briggs Fairfield, IA 52556, via email to: [email protected] or via your online Tymeshift account.

REFUND POLICY
Tymeshift does not offer refunds. Tymeshift, may, at its sole discretion make an exception and provide the Customer with a pro rata refund of the license fees paid by Customer for the Services for the remaining portion of the unused Term. In order for an exception to be considered, the Customer must notify Tymeshift in-writing of the critical issue currently being experienced and Tymeshift must fail to remedy the issue within thirty days and receiving notification.

SERVICE INTERRUPTION
(a) Tymeshift WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation interruptions or defects due to inability to access the Internet or any part thereof, equipment modifications, upgrades, relocations, or repairs.
(b) Tymeshift will not be liable for interruption of or delays in transmission of the Service caused by acts of God, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond Tymeshift’s control.

CONFIDENTIALITY
Tymeshift values your privacy and information security. Confidential information is stored on secure servers at all locations. The Parties acknowledge that any nonpublic information disclosed or provided by one Party to another Party in connection with this Agreement will be subject to the Nondisclosure Agreement below.
For purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, including, without limitation, technical, development, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend “Confidential” or an equivalent designation.
All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.
All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipient; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipient without any obligation of confidentiality.
In the event that the Recipient shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorney’s fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipient shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.
The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State of Iowa, United States. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.

DATA STORAGE LOCATION
By default all data is housed in a datacenter located in the United States. Customers who purchase the ENTERPRISE plan may elect to store their data in a different datacenter. The following locations are available:
Iowa, United States
California, United States
London, United Kingdom
Sydney, Australia
São Paulo, Brazil
Data storage location refers to the location of the Customer’s data. Some application components may be hosted in a different location as necessary to maintain performance and scalability.

OWNERSHIP OF DATA
All data created by Customer and/or stored by Customer within Tymeshift’s applications and servers are considered by Tymeshift to be your property and is for your exclusive use unless access is permitted by Customer. Tymeshift shall allow access to such data by authorized personnel and shall provide access in compliance with Tymeshift’s Confidentiality agreement referenced in Section 4.1. Tymeshift makes no claim of ownership of any content, or any other type of data contained within the account holder’s server space and applications on Tymeshift’s servers.

SECURITY
Tymeshift will exercise reasonable care to prevent any unauthorized person or entity from gaining access to Client Data. Each party will promptly notify the other of any unauthorized access to or use of Client Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access.

RIGHT TO BE FORGOTTEN
You may request your data be removed at any time. Learn more about how to invoke this right here: https://support.tymeshift.com/hc/en-us/articles/360005085333

MODIFICATION OF AGREEMENT
Tymeshift may, in its sole discretion, modify or revise the TOS at any time without notice to you, and you agree to be bound by such modifications or revisions. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the TOS at any time at: http://tymeshift.wpengine.com/terms-of-service

GOVERNING LAW AND ACCEPTANCE
Any claim relating to Tymeshift’s website shall be governed by the laws of the State of Iowa, United States without regard to its conflict of law provisions.

The parties acknowledge that they have read the terms and conditions of this TOS and hereby agree to be bound thereby. This TOS will become effective upon Client’s acceptance by use (registration or otherwise) via this website or the Zendesk Apps Marketplace.