Terms of Use Movo.co

Last Updated: March 1st, 2023

Welcome to the websites and mobile applications, together with any materials and services available therein (individually referred to as the “Site” or collectively as the “Sites”), which are operated by Sh1ft Inc. and its subsidiaries (“Sh1ft” or “we” or “us”).

These Terms of Use (“Terms”) state the terms and conditions governing your use of and access to the Sites and constitute a legally binding contract between you and Sh1ft. These Terms incorporate any additional terms and conditions posted by Sh1ft through the Sites, or otherwise made available to you by Sh1ft.

The Privacy Policy (“Policy”) describes how Sh1ft may use and disclose information that we may collect about all users and viewers through the Sites.

PLEASE REVIEW THESE TERMS AND THE POLICY CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITES CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS AND POLICY. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS AND POLICY, THEN YOU MUST NOT USE OR ACCESS THE SITES.

We may change these Terms and/or the Policy from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms or Policy through the Sites. Although we may attempt to notify you when major changes are made to the Terms, you should periodically review the most up-to-date version at www.shiftone.net and www.movo.co

In the event of a conflict between these Terms and/or Policy, and any other applicable terms or agreement fully executed by you and Sh1ft (“Other Agreement”), the Other Agreement shall control.

The “Last Updated” legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Sites (including access to the Sites via any third-party links); or offer opportunities to some or all Site users. Any changes will become effective when we post the revised Terms on the Sites. Your use of the Sites following these changes means that you accept the revised Terms.

ELIGIBILITY

By using the Sites, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Sites on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Sites and to any such Organization.

The Sites are controlled or operated (or both) from the United States and are not intended to subject Sh1ft to any non-U.S. jurisdiction or law. The Sites may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Sites is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Sites’ availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

LICENSE

The Sh1ft Technology (as defined below), including all intellectual property rights therein, is owned by and will be the exclusive property of Sh1ft. No title to or ownership of the Sh1ft Technology is transferred to you or your Organization under the Terms or the terms of any Other Agreement, including, without limitation, any Sh1ft Technology that resides on your computer servers or other computers, and no license, express or implied, is granted. “Sh1ft Technology” means the real-time hiring, workforce management, community and fintech SaaS software, products, computer programs, software, source code, object code, development tools, techniques, concepts, know-how, algorithms, methods, mechanics, processes, procedures, designs, engines, databases, specifications, programmer notes, works of authorship, content, audio clips, video clips, graphics, images, website templates, inventions (whether or not patentable), invention disclosures, discoveries, works of authorship (whether or not copyrightable), and any modifications, improvements, or derivative works related thereto, and any other technology incorporated into and/or used by Sh1ft in the performance of the its services.
The Sites, including all content, information, and materials incorporated into or made available through the Sites, are the exclusive property of Sh1ft or its suppliers, and are protected by U.S. and international law. You agree not to access or use the Sites, or any content, information, or materials incorporated into or made available through the Sites, except as expressly permitted under these Terms.

All trademarks, service marks, and logos displayed on the Sites (the “Marks”) are the exclusive property of Sh1ft or their respective third-party owners. Except for your right to view Marks on our Site, you are not granted any rights to the Marks. Nothing in the Sites grant, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Sites.

USER SUBMITTED MATERIALS

The Sites include functionality to enable you to upload your résumé and/or other employment- and career-related information and documents and may also enable you to submit comments and materials

through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such résumés, information, comments, and materials are “Submitted Materials”). For clarity, you retain ownership of your Submitted Materials. You hereby grant Sh1ft a worldwide, royalty-free, fully paid, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Sites or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Sh1ft under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Sites, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Sh1ft may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Sites. [We may disclose information regarding your access to and use of the Sites, and the circumstances surrounding such access and use, to anyone for any reason or purpose.]

For clarity, certain information that you provide to Sh1ft through the Sites may also be governed by Sh1ft’s Privacy Policy. You represent and warrant that any information you provide in connection with the Sites are and will remain accurate and complete, and that you will maintain and update such information as needed.

RULES OF CONDUCT

You agree not to use the Sites to collect, upload, transmit, display, or distribute any Submitted Material

In addition, you agree not to:

We may, without prior notice: change the Sites; stop providing the Sites or features of the Sites, to you or to users generally; or create usage limits for the Sites. We may refuse to provide the Sites to any user or permanently or temporarily terminate or suspend your access to the Sites without notice and liability for any reason, including if we believe that you have violated any provision of these Terms, or for no reason. Upon termination, you continue to be bound by these Terms. If we disable your account for a violation of these Terms, you agree not to create another account without our permission.

THIRD PARTY LINKS; OTHER USERS

The Sites may contain links to third-party websites and services for third parties (collectively, “Third-Party Links”). Such Third-Party Links are not under the control of Sh1ft, and Sh1ft is not responsible for any Third-Party Links. Sh1ft provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any
representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

Each Site user is solely responsible for any and all of its own Submitted Materials. Because we do not control Submitted Materials, you acknowledge and agree that we are not responsible for any Submitted Materials, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any Submitted Materials. Your interactions with other Site users are solely between you and such users. You agree that Sh1ft will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

Subject to applicable law, you hereby release and forever discharge Sh1ft (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links).

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Sh1ft, and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to your access to or use of, or activities in connection with, the Sites (including any Submitted Materials), or your violation or alleged violation of these Terms or the Privacy Policy. You may not enter into a settlement of a claim that involves a resolution other than one consisting solely of a monetary settlement, without Sh1ft’s prior written consent. This indemnity obligation shall survive the termination of this Agreement.

DISCLAIMER

THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND SH1FT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE.

While we try to maintain the timeliness, integrity, and security of the Sites, we do not guarantee that the Sites are or will remain updated, complete, correct or secure, or that access to the Sites will be uninterrupted. The Sites may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Sites.

Further, without limiting the foregoing, Sh1ft (a) does not guarantee that you will receive any employment or job offers through the Sites; (b) will not be responsible for any employment offers or listings, employment screenings, employment decisions, or actual employment presented by third parties; and (c) is neither your employer nor your agent based solely on your usage of the Sites. You must use your own judgment in evaluating any prospective employers.

LIMITATION OF LIABILITY

YOU AGREE SH1FT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE SH1FT WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITES OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY MALWARE OR ANY VIRUS, WORM, HACK, OR MALICIOUS SOFTWARE THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THE SITES. YOU AGREE THE MAXIMUM AGGREGATE LIABILITY OF SH1FT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE $100.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

TERMINATION

Sh1ft may terminate or suspend your access to the Sites at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension,

(a) your right to access and use the Sites will immediately cease;
(b) Sh1ft may immediately deactivate or delete your user name, password and account;
(c) Sh1ft will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in Sh1ft’s sole discretion; and
(d) except for the license granted to you to access and use the Sites, the remaining provisions of these Terms will survive and continue in effect.

NOTICE OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Sites infringe your copyright, you (or your agent) may send to Sh1ft a written notice by mail, e-mail, or fax, requesting that Sh1ft remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Sh1ft a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA.
See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to:

Sh1ft Inc.
Attn: Customer Service Manager Email: [email protected]
Phone: +1(415)800-1303

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

GOVERNING LAW; JURISDICTION

These Terms and any dispute arising out of or in connection with these Terms or related in any way to the Sites (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of these Terms, by and under the laws of the State of Minnesota, United States of America, if you are located in the United States, or the laws of the corresponding country, if you are located elsewhere, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in courts located in Hennepin County, Minnesota, U.S.A, if you are located in the United States, or courts located in corresponding country, if you are located elsewhere. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Hennepin County, Minnesota, U.S.A, if you are located in the United States of America, or corresponding country, if you are located elsewhere.

You also hereby waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to your use of the Sites or these Terms if you are located in the United States.

GENERAL

These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Sh1ft. If any
provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.
Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” [These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and Sh1ft relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Sh1ft relating to such subject matter.] Notices to you (including notices of changes to these Terms) may be made via posting to the Sites or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic

form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Sh1ft will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

ACCOUNT AND PASSWORD

You may need to register for an account to use all or portions of the Sites. We may reject, or require that you change, any username, password, or other information that you provide to us in registering. You, and not Sh1ft, are responsible for the security of and any use or misuse of your username or password. In particular, it is your sole responsibility to:

maintain the confidentiality of your account login and password;
frequently update and revise your password; and
promptly notify Sh1ft if there is any unauthorized use of your account(s) or any breach of security by contacting us in accordance with the “CONTACT US” section below.

CUSTOMERS

Customers of Sh1ft (“Customer”) to whom we provide services may register with Sh1ft on the Sites. Once registered, you may be able to:

The services available for clients are:

You agree that you are solely responsible for all activities undertaken within your Customer account, including but not limited to any charges and additional fees incurred for extending or otherwise modifying assignments and creating new orders.

ADDITIONAL TERMS FOR CANDIDATES

Registration

If you register as a candidate on the Sites (“Candidate”), you may be automatically enrolled in other Sh1ft offerings designed to assist you in finding a job. You may be able to update your job search criteria and preferences, upload and update your resume, receive alerts, update your availability, view the status of your application, and provide us with additional information about you. You agree that you are solely responsible for all activities undertaken within your account(s).

As part of the registration process, we may require you to provide us with certain information including, but not limited to, your resume, name, email address, phone number, work history, education, experience, pay/compensation expectations and geographic location (the “Candidate Information”).

Authorization and Certification

You authorize Sh1ft, Customers, and their respective agents to make investigations and inquiries into your employment and educational history and other related matters as may be necessary in arriving at an employment decision. Sh1ft may use a third-party vendor to perform such investigations/inquiries. If a third-party vendor is used, you will be provided additional disclosures and authorization forms as required by applicable laws prior to a third party performing such investigations/inquiries.

You release employers, schools, and other persons from all liability in responding to inquiries connected with your application and you specifically authorize the release of information by any schools, businesses, individuals, services or other entities listed by you in the Candidate Information. Furthermore, you authorize Sh1ft and its agents to release any reference information to Customers who request such information for purposes of evaluating your credentials, skills and experience and you acknowledge that Customers may reach out to you directly.

You certify as to the accuracy of the Candidate Information and in any resume or other work history information. You understand that any misstatement of fact may cause you to be refused employment by Customer, to lose your employment once hired by Customer, or may result in removal of your account from the Site. You are responsible to keep Candidate Information accurate, complete, and up-to-date all the time.

No Charge

There is no charge for Candidates to use the Sites. Neither Sh1ft nor Customers will require a payment from you.

Confidentiality

You agree that by using the Sites as a Candidate, Sh1ft may contact you via the phone number (via text or call) provided to Sh1ft, including cell phone numbers. You also agree that by using the Sites, Sh1ft

may provide you with a job opportunity or general employment information by sending email to you at the email address provided to Sh1ft.

MOBILE APPLICATION

If you elect to utilize the Sh1ft or Movo.co mobile applications (the “App”), you agree to these additional terms stated in this section entitled “MOBILE APPLICATION.”

Account and Password

We will be entitled to assume that anyone logging into your account on the App using your username and password is either you or someone logging in with your permission. If you fail to keep your username and password confidential, or if you share your username and password with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this. We will not be responsible to you for any loss that you suffer as a result of an unauthorized person accessing your account and/or using our App and we accept no responsibility for any losses or harm resulting from its unauthorized use, whether fraudulently or otherwise.

You understand that if you delete your account or the App from your device, or if we delete your account in accordance with these Terms, you may lose access to any data previously associated with your account (including, without limitation, your job applications and work history.

Push Messages

If you download the App, you may receive push notifications sent to you outside or inside the mobile application which may include alerts, badges, banners and sounds (“Push Messages”). If you agree to allow Push Messages, then the App will generate Push messages on your mobile device. You may control the Push Messages in your device’s or the mobile application’s settings. Some of the Push Messages may be related to your location. Your carrier may charge standard data and other fees for use of Push Messages, and these fees may appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Push Messages and certain Push Messages may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You may discontinue Push Messages in your device’s or the mobile application’s settings or by deleting the mobile application. We may collect information related to your use of Push Messages. If you have registered for Push Messages, you agree to notify us of any changes to your mobile number, as applicable, and update your account on the mobile application to reflect this change.

ONLINE TIME REPORTING AND APPROVAL SYSTEM

Introduction

The Online Time Reporting and Approval System is an online tool that allows Sh1ft’s employees, contractors, and business clients to enter, review, and approve time reports (the “System“). “Employee” refers to users of the System who are employed by Sh1ft. The term “Contractor” refers to users of the System who are working as independent contractors through Sh1ft. Within this section entitled

“ONLINE TIME REPORTING AND APPROVAL SYSTEM,” the term “Customer” refers to users of the System who are business clients of Sh1ft. If you are not an authorized Employee, Contractor, or Customer in the United States, please do not use the System. Unauthorized access or usage is strictly prohibited, and violators are subject to civil liabilities and criminal prosecution.
Direct Deposit

If you are an Employee or Contractor, you may receive payment of wages using a variety of methods including direct deposit. You may also update your direct deposit information or enter new direct deposit information. You may make changes to your default payment method in the Sh1ft or Movo.co apps on your phone by going to the Direct Deposit section of the Settings menu. You are responsible for maintaining the accuracy of information we have on file, and you consent to Sh1ft updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide to us information about payment methods that you are authorized to use. Your bank may charge you a fee for using direct deposit, which you are solely responsible for.
Data Entry and Approval

After a user creates an account in the System and a job order is created, Employees and Contractors may opt to enter the days and hours worked on the time report into the System. A Customer may opt to receive, review, and approve the time report in the System.
Employee and Contractor Data Entry

If you are an Employee or Contractor, you certify that the days and hours entered on the time report through the System are correct, complete, and were worked by you. You understand that a misstatement of fact may cause you to lose your employment or contract with Sh1ft or may result in removal of your account from the System.
Customer Data Entry

If you are a Customer, by clicking the submit button, you acknowledge your receipt and approval of the time report. You understand that a misstatement of fact may cause Sh1ft to discontinue providing services or may result in removal of your account from the System.
General Data Entry Terms

By submitting your hours, comments, data and/or approval of time report information to the System (the “Time Report Information”), you hereby grant Sh1ft a perpetual, non-exclusive, irrevocable, royalty free, worldwide license and right to use, copy, modify, display, distribute, download, store, reproduce,

transmit, publish, transfer, adapt, create derivative works in any manner, by any means, in entirety or a portion of, of your Time Report Information.
You acknowledge and accept that Sh1ft will share the Time Report Information with third parties for Sh1ft’s business purposes, including but not limited to Sh1ft’s business clients, advisors, agents, and consultants. Sh1ft will not sell your Time Report Information to any third party for marketing purposes.
Account Security

You are responsible for the security of your password and for any use of your account of the System. You shall promptly notify Sh1ft of any unauthorized use of your password or account.
If you are an Employee or Contractor:

If you are a Customer:

Contact Us

If you have any questions or complaints about the Terms or the Policy, or if you would like to update any personal information you have provided to us, please contact the webmaster at the mailing address or email address below.

Mailing Address:

Sh1ft Inc.
Attn: Customer Service Manager Email Address: [email protected]

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us.