Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ShiftDove platform, website, and related services (collectively, the "Service") provided by ShiftDove Inc. ("ShiftDove," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are using the Service under a written agreement with ShiftDove (such as a Master Subscription Agreement), the terms of that agreement will prevail over these Terms in the event of a conflict.

2. Description of Service

ShiftDove is a cloud-based workforce and care management platform designed for home care, disability support, and allied health agencies. The Service includes:

• Staff scheduling and shift management
• GPS-based attendance tracking and electronic visit verification (EVV)
• Automated timesheet and payroll processing
• Client and case management
• AI-powered care signals and insights
• Incident reporting and management
• Leave and expense management
• Reporting and analytics dashboards
• Staff mobile application
• Family portal

We may modify, update, or discontinue any feature of the Service at any time. We will provide reasonable notice of material changes that affect your subscription.

3. Eligibility

The Service is intended for use by organizations and their authorized personnel in the healthcare and care management industry. You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use the Service.

The Service is currently available in the United States and Canada. We make no representation that the Service is appropriate or available for use in other jurisdictions.

4. Account Registration & Security

To access the Service, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring that your account information remains accurate and up to date

We reserve the right to suspend or terminate accounts that provide false or misleading information, or that are used in violation of these Terms.

5. Subscription & Payment

5.1 Billing

The Service is offered on a subscription basis. Subscription fees, billing cycles, and payment terms are specified in your order form or subscription agreement. All fees are stated in US or Canadian dollars (as applicable) and are non-refundable except as expressly stated in these Terms.

5.2 Auto-Renewal

Subscriptions automatically renew at the end of each billing cycle unless you cancel before the renewal date. We will notify you of any price changes at least 30 days before they take effect.

5.3 Refunds

Fees paid are non-refundable except where required by applicable law or where we have materially failed to provide the Service as described in your subscription agreement. If you believe you are entitled to a refund, contact us at billing@shiftdove.com.

5.4 Taxes

You are responsible for all applicable taxes, duties, and governmental charges associated with your use of the Service, excluding taxes based on our net income.

6. Intellectual Property

The Service, including all software, text, graphics, logos, designs, and documentation, is the exclusive property of ShiftDove and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited use rights expressly set out here.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. You may not:

• Copy, modify, or distribute the Service or any portion of it
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove or alter any proprietary notices or labels
• Use the Service to build a competing product or service

7. User Content & Data Ownership

You own your data.All data uploaded, entered, or generated by you or your authorized users through the Service ("Customer Data") remains your exclusive property. ShiftDove does not claim ownership of Customer Data.

You grant ShiftDove a limited, non-exclusive license to host, store, process, and transfer Customer Data solely as necessary to provide and improve the Service. This license terminates when you delete your data or your account, subject to our retention obligations.

You are solely responsible for the legality, accuracy, and appropriateness of Customer Data. You represent that you have all necessary rights and consents to upload and process Customer Data through the Service, including any protected health information (PHI) as defined under HIPAA.

8. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or professional standard
• Access or use Customer Data without proper authorization
• Upload malware, viruses, or other harmful code
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or related systems
• Scrape, crawl, or use automated means to access the Service without our written consent
• Use the Service to train machine learning or artificial intelligence models, except features explicitly provided for that purpose within the Service
• Resell, sublicense, or redistribute the Service without our written consent
• Use the Service in a manner that could damage, disable, overburden, or impair the Service

We reserve the right to investigate and take appropriate action against violations of this section, including suspension or termination of your account.

9. Data Processing & Privacy

Our collection and use of personal information is governed by our Privacy Policy. By using the Service, you consent to such processing and you warrant that all data provided by you is accurate.

Where the Service processes protected health information (PHI) on behalf of healthcare organizations, such processing is governed by a separate Business Associate Agreement (BAA) executed between ShiftDove and the subscribing organization. These Terms do not govern PHI processing.

ShiftDove engages third-party service providers ("sub-processors") to support the delivery of the Service. A current list of sub-processors is available upon request. We maintain contractual safeguards with all sub-processors to protect Customer Data.

10. Service Level

We target 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows. Scheduled maintenance is performed during off-peak hours and communicated at least 48 hours in advance.

Service level commitments, including any service credits for downtime, are detailed in your subscription agreement or Master Subscription Agreement. In the event of a conflict between these Terms and your subscription agreement regarding service levels, your subscription agreement will prevail.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHIFTDOVE, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

SHIFTDOVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SHIFTDOVE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply even if we have been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless ShiftDove and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or third-party right
• Customer Data you upload or process through the Service

ShiftDove will indemnify you against any third-party claim that the Service infringes the intellectual property rights of a third party, subject to the conditions and limitations set out in your subscription agreement.

14. Termination

Either party may terminate the agreement governing the Service in accordance with the terms of your subscription agreement. Upon termination:

• Your access to the Service will cease
• We will make Customer Data available for export for a period of thirty (30) days following termination
• After the 30-day export period, we will delete Customer Data in accordance with our data retention policies, unless retention is required by applicable law
• Provisions that by their nature should survive termination will survive, including Sections 6 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Governing Law)

15. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms or the Service will first be subject to good-faith negotiation between the parties for a period of at least thirty (30) days. If the dispute cannot be resolved through negotiation, it will be submitted to binding arbitration in accordance with the rules of the Arbitration Act of Ontario. The arbitration will be conducted in English and the seat of arbitration will be Toronto, Ontario.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights.

16. Modifications to These Terms

We may update these Terms from time to time. For material changes, we will provide at least thirty (30) days' notice by email and by posting a prominent notice on the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

We maintain a version history of changes to these Terms, which is available upon request.

17. Contact Us

If you have questions about these Terms, please contact us: