Customer Terms of Service
Last updated: April 17, 2025
Preamble
Please note that Shiftsmart, Inc. ("Shiftsmart") is a technology services provider that offers a software-based platform to facilitate connections between authorized users ("Customers") and independent contractors ("Contractors") for various short-term assignments. Shiftsmart does not employ Contractors and acts solely as a neutral platform to enable Customers to engage Contractors directly. The terms and conditions set forth below, together with any additional terms set forth in an order form ("Order") that references this agreement (collectively, this "Agreement"), govern your acquisition and use of Shiftsmart's services you have requested ("Services"). By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "Customer," "you," or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.
1. DEFINITIONS
1.1 "Shiftsmart App" means the mobile applications provided by Shiftsmart that enable Customers and Contractors to access the Shiftsmart Platform for the purpose of submitting, seeking, receiving, and/or fulfilling on-demand requests for services.
1.2 "Shiftsmart Data" means all data related to the access and use of the Shiftsmart Platform hereunder, including anonymized data related to Contractors and Customers and all data related to the provision of Services.
1.3 "Shiftsmart Notice" means a notification created or provided by Shiftsmart to one or more Contractors on the Shiftsmart Platform or otherwise (whether by phone, push notifications, SMS text message notifications, or otherwise), which includes a description of a Work Request (including services to be provided by the Contractor), the date and time (as applicable) by which the Work Request must be completed, and the payment rate for the Contractor who performs the Work Request (the "Contractor Payment"). Shiftsmart Notices are sent on behalf of Customers and do not imply any employment relationship between Shiftsmart and Contractors.
1.4 "Shiftsmart Platform" means the technology platform and software that enables Customers and Contractors to independently create, view, arrange, schedule, and/or submit Work Requests and Shiftsmart Notices, and request and receive other related services. Shiftsmart does not control or direct the work of Contractors.
1.5 "Work Request" means a request for services submitted by a Customer to engage a Contractor directly. Work Requests may include a deadline for accepting the request; a description of the services being requested; the criteria for completing the services; compensation to be paid for completing the services; and any authorized expenses.
2. THE SERVICES
2.1 Grant of Access and Use. Subject to your compliance with this Agreement and payment of any applicable fees for the Services, Shiftsmart grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable right to access and use the Shiftsmart Platform (including installing and using the Shiftsmart App on your mobile devices) and any content, information, and related materials made available through the Shiftsmart Platform, in order to: (i) submit Work Requests to engage Contractors directly for various short-term assignments; (ii) manage the work schedules of the workers; and (iii) publish postings to recruit Contractors. All rights not expressly granted to you are reserved by Shiftsmart, its affiliates, and their respective licensors.
2.2 Work Requests. Customer may submit a Work Request via the Shiftsmart Platform or otherwise. Each such Work Request may be posted on the Shiftsmart Platform (including on the Shiftsmart App or web portal) and/or sent to Contractors as a Shiftsmart Notice. Customers and Contractors may independently negotiate and agree upon the terms of a Work Request, which, upon acceptance by a Contractor, becomes a "Services Engagement" directly between the Customer and the Contractor. Shiftsmart facilitates the connection but does not control, supervise, or direct the Contractor’s performance. Shiftsmart reserves the right to reject any Work Request that is not appropriate or that violates the terms of this Agreement or Shiftsmart’s policies.
2.3 Accounts. In order to use most aspects of the Services, you must register for and maintain an active account in the Shiftsmart Platform ("Account"). Account registration requires you to submit to Shiftsmart certain information, such as your name, company name, street address, email address, and phone number, as well as a valid payment method. You agree to maintain accurate, complete, and up-to-date information in your Account, including billing information. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services and the Shiftsmart Platform. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You will immediately notify Shiftsmart of any actual or suspected breach or improper use or disclosure of your password.
2.5 Account Requirements and Conduct. You may not authorize third parties to use your Account without prior approval from Shiftsmart. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services and may only use the Services for lawful purposes. You will not use the Services to cause nuisance, annoyance, inconvenience, or property damage, whether to Shiftsmart, a Contractor, or any other party.
2.6 Text Messaging, Network Access, and Devices. By creating an Account, you agree that Shiftsmart may send you informational text (SMS) messages as part of your use of the Shiftsmart Platform, and that use of SMS may be necessary to utilize certain features of the Services. You can cancel the SMS service at any time by replying "STOP" in the text message you received. It may take a few days for Shiftsmart to process your request. You are responsible for obtaining the data network access necessary to use the Services and Shiftsmart Platform. Your mobile network’s data and messaging rates and fees may apply if you access or use the Shiftsmart Platform from a wireless-enabled device. You are responsible for acquiring and updating compatible devices necessary to access and use the Services and the Shiftsmart Platform and any updates thereto. Shiftsmart does not guarantee, warrant, or represent that the Services, the Shiftsmart Platform, or any portion thereof will function on any particular device.
2.7 Restrictions. You may not: (i) remove any copyright, trademark, or other proprietary notices from any portion of the Shiftsmart Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services or Shiftsmart Platform except as expressly permitted by Shiftsmart; (iii) decompile, reverse engineer, or disassemble the Shiftsmart Platform except as may be permitted by applicable law; (iv) link to, mirror, or frame any portion of the Services or Shiftsmart Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or Shiftsmart Platform, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services or Shiftsmart Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services, the Shiftsmart Platform, or related systems or networks. In addition, you shall not, and shall not allow any other party to, access or use the Shiftsmart Platform to design or develop a competitive or substantially similar product or service.
2.8 Third Party Services and Content. The Services may be made available in connection with third-party services and content that Shiftsmart does not control, including but not limited to payment processing services. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Shiftsmart has no control over and does not endorse such third-party services and content, and in no event shall Shiftsmart be responsible or liable for any interactions you may have with such third parties.
3. FEES AND PAYMENT
3.1 Engagement Fees. Unless you are using a free version of the Services and Shiftsmart Platform, in consideration of Shiftsmart’s provision of the Services and Shiftsmart Platform for your use and benefit hereunder, you agree to pay Shiftsmart the fees ("Fees") set forth in the Order, including: (i) for each Services Engagement ("Engagement Fee"); and (ii) for each location whose workers’ schedules are managed utilizing the Shiftsmart Platform ("Scheduling Fee"). The Fees, if any, will be invoiced according to the payment terms set forth in the Order.
3.2 Contractor Payments. Once a Services Engagement is completed by a Contractor, unless arrangements have been made for you to pay the Contractor directly, Shiftsmart will facilitate your payment of the applicable Contractor Payment on behalf of the Contractor, as the Contractor’s limited payment collection agent. A Services Engagement shall be considered complete once the services have been performed by the applicable Contractor as determined by the Customer. After collection of the Engagement Fee for a completed Services Engagement from you, Shiftsmart will remit the Contractor Payment to the applicable Contractor. Customers and Contractors may independently negotiate the Contractor Payment for services, and Shiftsmart will facilitate any agreed-upon modifications to the Contractor Payment for a particular Services Engagement as directed by the Customer and Contractor. Shiftsmart does not set or control Contractor compensation.
3.3 Late Cancellation Fee. In the event you cancel a Services Engagement within 24 hours before the start time of the Services Engagement, you will be required to pay the total Engagement Fee for the Services Engagement. In the event that you cancel a Services Engagement between 72 and 24 hours before the start time of the Services Engagement, you will be required to pay fifty percent (50%) of the Engagement Fee for the Services Engagement.
3.4 Taxes; General. The Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, "Taxes"). You and, as applicable, Contractors, are responsible for paying all Taxes associated with the Fees and purchases hereunder. If Shiftsmart has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you. The Fees paid by you are final and non-refundable, unless otherwise determined by Shiftsmart.
3.5 Gratuity. Contractor Payments are intended to fully compensate the applicable Contractor for each completed Services Engagement, as agreed upon directly between the Customer and the Contractor. Shiftsmart does not designate any portion of the Contractor Payment as a tip or gratuity to the Contractor. You are free to provide additional payment as a gratuity to any Contractor, but you are under no obligation to do so. After you have received services from a Contractor and a Services Engagement is completed, you will have the opportunity to rate your experience and leave additional feedback about the applicable Contractor.
3.6 Late Payment. In the event that there are unpaid or past due amounts for Fees associated with your Account, you must pay a finance charge of the lesser of 1.5% per month or the maximum amount permitted by law on such outstanding balances, plus all expenses of collection.
4. IP OWNERSHIP
4.1 Ownership. The Shiftsmart Platform, Shiftsmart App, and Shiftsmart Data, including all intellectual property rights therein, are and shall remain (as between you and Shiftsmart) the property of Shiftsmart, its affiliates, or their respective licensors. Neither this Agreement nor your use of the Shiftsmart Platform, Shiftsmart App, or Shiftsmart Data conveys or grants to you any rights in or related to the Shiftsmart Platform, Shiftsmart App, or Shiftsmart Data, except for the limited license granted above. Other than as specifically permitted by Shiftsmart in connection with the Shiftsmart Platform, you are not permitted to use or reference in any manner company name, logo, products and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "Shiftsmart Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Shiftsmart Marks and Names, alone or in combination with other letters, punctuation, words, symbols, and/or designs, or in any confusingly similar mark, name or title, for any goods or services.
4.2 Suggestions. You hereby grant to Shiftsmart a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Shiftsmart Platform, and otherwise fully exploit, any suggestions, enhancement requests, recommendations, or other feedback provided by you related to the Services or Shiftsmart Platform.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Shiftsmart Data, usernames and passwords, and the transaction volume, marketing and business plans, business, financial, technical, operational, and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
5.2 Protection of Confidential Information. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents, and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Shiftsmart, its internal record-keeping requirements).
5.3 Exceptions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena, or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
5.4 Information Included in Work Requests and Services Engagements. Notwithstanding the foregoing, you acknowledge and agree that some of the information provided in Work Requests and subsequent Shiftsmart Notices will be sent to Contractors (as part of Shiftsmart Notices or otherwise) who will need this information to determine if they wish to perform the requested services. By submitting a Work Request, you are requesting, and expressly consenting, to have details of the Work Request and subsequent Shiftsmart Notice sent to Contractors via the Shiftsmart Platform. You agree that all information you provide to Shiftsmart will be accurate, current, and truthful to the best of your knowledge.
5.5 Disclosure of Your Information. Subject to applicable law, Shiftsmart may, but shall not be required to, provide to you, a Contractor, an insurance company, and/or relevant authorities and regulatory agencies any information (including personal information and any Shiftsmart Data) about you or any Services provided hereunder if, in Shiftsmart’s sole discretion: (a) there is a complaint, dispute, or conflict between you and a Contractor; (b) it is necessary to enforce the terms of this Agreement; (c) it is required by applicable law or regulatory requirements (e.g., Shiftsmart receives a subpoena for information); (d) it is necessary to (1) protect the safety, rights, property, or security of Shiftsmart, the Shiftsmart Platform, or any third party; (2) protect the safety of the public for any reason, including the facilitation of insurance claims; (3) detect, prevent, or otherwise address fraud, security, or technical issues; (4) prevent or stop activity which Shiftsmart considers to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; or (e) it is required or necessary for insurance or other purposes related to your ability to use the Shiftsmart Platform. You understand that Shiftsmart may retain your personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated.
6. DISCLAIMERS
THE SERVICES AND SHIFTSMART PLATFORM (INCLUDING THE SHIFTSMART APP AND WEBSITES) ARE PROVIDED "AS-IS" AND "AS-AVAILABLE." SHIFTSMART EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. SHIFTSMART MAKES NO WARRANTY THAT (A) THE SERVICES AND THE SHIFTSMART PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. SHIFTSMART DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH WORK REQUEST AND A CONTRACTOR, OR THAT THERE ARE CONTRACTORS WILLING TO FULFILL THE WORK REQUEST AT THE TIME AND PLACE REQUESTED. SHIFTSMART IS SOLELY A TECHNOLOGY PLATFORM FACILITATING CONNECTIONS BETWEEN CUSTOMERS AND INDEPENDENT CONTRACTORS AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACTIONS, INACTIONS, OR PERFORMANCE OF THE CONTRACTORS, WHO ARE INDEPENDENT THIRD PARTIES NOT EMPLOYED OR CONTROLLED BY SHIFTSMART.
7. LIMITATION OF LIABILITY
SHIFTSMART SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE. IN NO EVENT SHALL THE LIABILITY OF SHIFTSMART UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO SHIFTSMART HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
8. RELATIONSHIPS; INSURANCE
8.1 Contractors. You acknowledge and agree that your use of the Shiftsmart Platform to arrange and obtain services from a Contractor creates a direct contractual relationship solely between you and that Contractor, and your interactions and dealings with such Contractor are exclusively between you and the Contractor. Contractors are independent contractors and are not employees, agents, or representatives of Shiftsmart. Shiftsmart does not employ, supervise, direct, or control Contractors in any manner. You are solely responsible for: (i) providing Contractors with a safe, suitable workplace and any necessary equipment; (ii) ensuring compliance with all applicable federal, state, and local laws, including workplace-specific safety and health training that adequately addresses potential hazards at your worksite; and (iii) assuming responsibility for all operational results, including any losses or damage to property or data in the care, custody, or control of Contractors. Shiftsmart is not responsible or liable for the actions, inactions, or performance of any Contractor in relation to any services they provide. Shiftsmart does not guarantee or warrant the Contractors’ performance of Work Requests or the outcome or quality of Services Engagements. If Contractors have access to unattended premises or the care, custody, or control of cash, checks, credit card numbers, ATM bank cards, negotiables, confidential information, trade secrets, or other valuable property, you must take reasonable steps to safeguard such items, and you acknowledge and agree that Shiftsmart is not responsible for any resulting loss or damage.
8.2 Documentation. At your written request, Shiftsmart may facilitate criminal history checks, eligibility verification, or drug screens for Contractors, as permitted by state law. The costs vary depending upon the specific test or report ordered, and the charges will be agreed upon prior to ordering the tests and/or reports. You may specify in writing that Contractors must hold specific licenses, permits, approvals, authorizations, registrations, or certifications for a Services Engagement, and Shiftsmart will endeavor to connect you with Contractors who meet such requirements. You are solely responsible for verifying a Contractor’s qualifications, licenses, or certifications prior to engaging them for a Services Engagement. Shiftsmart may, at its discretion, independently verify a Contractor’s documentation, but Shiftsmart is not responsible for ensuring a Contractor’s qualifications, and you acknowledge that it is your responsibility to confirm a Contractor’s suitability for the Services Engagement.
8.3 Shiftsmart and Customer Relationship. The parties expressly agree that no joint venture, partnership, employment, or agency relationship exists between you and Shiftsmart as a result of this Agreement or any use of the Services, including the Shiftsmart Platform. Shiftsmart is solely a technology platform provider facilitating connections between Customers and Contractors.
8.4 Contractor Classification. You assume all liability for the proper classification of Contractors as independent contractors based on applicable legal guidelines. This Agreement does not create a partnership, employment, or agency relationship between you and a Contractor. Contractors have no authority to enter into written or oral (whether implied or express) contracts on your behalf. Shiftsmart does not, in any way, supervise, direct, or control any Contractor’s work or services performed. Shiftsmart does not set any Contractor’s work hours, work location, or the type or manner of compensation for any Work Request or Services Engagement. Shiftsmart does not provide Contractors with training, equipment, labor, or materials needed for a Services Engagement. Shiftsmart does not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. You and each Contractor are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to the Contractor’s performance of Services Engagements. You may not require an exclusive relationship between you and a Contractor. Contractors are free at all times to perform Services Engagements, be employed by, or otherwise engage with persons or businesses other than you, including your competitors. You agree to indemnify, hold harmless, and defend Shiftsmart from any and all claims arising out of or related to a Services Engagement, including but not limited to claims that a Contractor was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency, or other body that a Contractor was misclassified (including, but not limited to, taxes, penalties, interest, and attorney’s fees), any claim that Shiftsmart was an employer or joint employer of a Contractor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment, or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
8.5 Insurance. As independent contractors, Contractors are responsible for maintaining their own insurance coverage, including but not limited to general liability, automobile liability, professional liability, and workers’ compensation insurance. Shiftsmart is not responsible for providing or procuring insurance coverage for Contractors. In the event that a Contractor is injured while performing a Services Engagement, you acknowledge and understand that the Contractor will not be covered by any workers’ compensation insurance that Shiftsmart may provide to its own employees. Further, if a Contractor’s actions cause an injury to a third party while the Contractor is performing a Services Engagement, you acknowledge and agree that the Contractor is not covered by any general liability, automobile liability, or professional liability insurance coverage that Shiftsmart may have, and Shiftsmart expressly denies any obligation to defend or indemnify the Contractor in such circumstances. You are solely responsible for ensuring that Contractors have appropriate insurance coverage as required for the Services Engagement.
9. TERMINATION
9.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein, unless a different term is set forth in the Order.
9.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon thirty (30) days prior written notice to the other party, unless otherwise noted in an Order; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Shiftsmart may terminate this Agreement or deactivate your Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Shiftsmart, to receive the Services, or as otherwise set forth in this Agreement.
9.3 Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Shiftsmart App from any of your devices. Outstanding payment obligations and Sections 3 ("Fees and Payment"), 4 ("IP Ownership"), 5 ("Confidentiality"), 6 ("Disclaimers"), 7 ("Limitation of Liability"), 8.4 ("Contractor Classification"), 9.3 ("Effect of Termination"), and 10 ("Miscellaneous") shall survive any termination of this Agreement.
10. MISCELLANEOUS
10.1 Law. This Agreement or any claim, cause of action, dispute, or proceeding ("Claim") arising out of or related to this Agreement shall be governed by the laws of the State of Texas regardless of your country of origin or where you access the Shiftsmart Platform, and notwithstanding any conflicts of law principles.
10.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.3 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Shiftsmart may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an affiliate; or (b) to an acquirer of all or substantially all of Shiftsmart’s business, equity, or assets.
10.4 Notices. Shiftsmart may give any notice required by this Agreement by means of electronic mail to your email address on record with Shiftsmart, or by written communication sent by first-class mail or pre-paid post to your address on record with Shiftsmart. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first-class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to Shiftsmart, addressed to the attention of Legal. Such notice shall be deemed given when received by Shiftsmart by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to One World Trade Center, Suite 46L, New York, NY 10007, or by email at legal@shiftsmart.com.
10.5 Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.6 Entire Agreement. This Agreement, including any Order referencing this Agreement, is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Services Engagement, the terms of this Agreement shall prevail.
10.7 Modifications to the Shiftsmart Platform. Shiftsmart reserves the right at any time to modify or discontinue, temporarily or permanently, the Shiftsmart Platform or the Services (or any part thereof) with or without notice. You agree that Shiftsmart shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Shiftsmart Platform or the Services.