Agreement between User and ShiftDiff LLC (“ShiftDiff”) https://shiftdiff.com
- The Services
ShiftDiff is a job search board that serves Monroe, Orleans, Genesee, Steuben, Allegany, Erie, Ontario, Livingston, Cattaraugus, Niagara, Wayne, Yates, Wyoming, Seneca and Schuyler Counties of New York State. Employers may select a package and post jobs gaining access to ShiftDiff’s Candidate page where resumes are stored. Candidates may register for a free account to apply for jobs and or upload a resume and profile for employer consideration.
The word “you” as used in this Agreement will apply to visitors who browse the Site and individuals who access and use the Site on their own behalf and/or on behalf of an entity.
- Users that use the Site to search for employees, view resumes, profiles, or curriculum vitae, and/or post and/or distribute job openings (“Advertisements”), on behalf of themselves and/or a third party are also referred to in this Agreement as, a “Client”.
If you use the Site on behalf of an employer, organization, agency, institution, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
- If you use the Site to register for job alerts by any method made available to you, or to upload your resumé or CV, or to search for or apply to Advertisements, ShiftDiff refers to you as, a “Job Seeker”.
The foregoing is referred to as the “Services”.
You must be at least eighteen (18) years of age or the age of majority in the jurisdiction in which you reside so that you can form a binding contract with ShiftDiff. You may not use the Site if your use of the Site has been previously terminated or suspended by ShiftDiff, unless ShiftDiff has provided you with specific written authorization to re-use the Site.
By providing ShiftDiff your email address you consent to ShiftDiff’s use of the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. ShiftDiff may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you have consented to receive email job alerts, ShiftDiff will send you job alerts until you opt-out of such alerts.
By applying to an Advertisement on the Site, you give ShiftDiff permission to store your information on the Site and to share your information (including your resume), with the entity that posted the Advertisement.
By connecting to ShiftDiff using a third-party service, you give ShiftDiff permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You acknowledge and agree that ShiftDiff may use third party vendors and/or partners to provide the Services (or any portion of the Services) to you and share personal information with such third parties as necessary in order to provide the Services to you.
By using the Site, you acknowledge that ShiftDiff does not have control over the quality, accuracy, completeness, veracity or legality of content provided by third parties. In addition, you acknowledge that ShiftDiff does not have control over the integrity, responsibility or actions of Job Seekers or Clients.
C. User Accounts
The information in this section applies to all User accounts. You may control your profile information and settings in your Settings page. When creating your account or uploading information to the Site through your account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs under your account. All Users must keep their account passwords secure. ShiftDiff encourages you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account. You must notify ShiftDiff immediately of any breach of security or unauthorized use of your account. ShiftDiff will not be liable for any losses caused by any unauthorized use of your account.
You have no ownership rights in your account and in the event that your account is terminated by you or ShiftDiff, the contents of your account may not be available. ShiftDiff reserves the right to delete a User Account in the event of any inactivity.
If you access the Site through a social networking site, you agree that ShiftDiff can access, store, and make available on the Site, any information and data that you provide in your applicable social networking site account such that the same information is available in your ShiftDiff account. You agree that ShiftDiff is not liable for any personal information that is made available to ShiftDiff in violation of your privacy settings with the applicable social networking site.
ShiftDiff may suspend or terminate your account and/or your access to the Site, or any portion of the Site at any time without notice to you, if ShiftDiff believes that you have violated the terms of this Agreement. Upon any such termination, all the provisions of this Agreement shall continue to survive except for any provisions that grant you access to any of the Site. You agree that ShiftDiff will have no liability to you for any termination or suspension of your access to the Site or your account, or the deletion of information contained within such account.
D. General Rules for Use of Services
You agree not to engage in any of the following prohibited activities: (i) using any automated system to access the Site in a manner that sends more request messages to the ShiftDiff servers than a human can reasonably produce; (ii) sending spam or unsolicited communications; (iii) attempting to interfere with the servers running the Site; (iv) taking any action that imposes, or may impose in ShiftDiff’s sole discretion an unreasonable or disproportionately large load on ShiftDiff’s infrastructure; (v) uploading software agents through the Site without ShiftDiff’s prior written consent; (vi) collecting or harvesting any personally identifiable information from the Site, except as expressly permitted by certain features of the Site; (vii) using the Site for any commercial solicitation purposes; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Site; (x) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; (xi) bypassing the measures ShiftDiff may use to prevent or restrict access to the Site; (xii) disclosing or sharing login credentials; (xiii) reverse engineering or decompiling any parts of the Site; (xiv) frame or link to any information or content on the Site; (xv) post or submit any inaccurate, incomplete, or false biographical information or another person’s information; or (xvi) post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by ShiftDiff.
ShiftDiff may, without prior notice, change any aspect of the Site; stop providing the Site or features of the Site; or create usage limits for the Site. ShiftDiff may permanently or temporarily limit, condition, terminate or suspend your access to the Site or any features thereof, without notice and liability for any reason, including if in ShiftDiff’s sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse using the Site, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other ShiftDiff Users. ShiftDiff reserves the right, but have no obligation, to monitor disputes between you and other Users. ShiftDiff shall have no liability for your interactions with other Users, or for any User’s action or inaction. ShiftDiff shall have no obligation to you to enforce this Agreement against any other User.
If you have questions about the Site or your Account, please contact ShiftDiff as set forth on the bottom of the Agreement.
- User Content and Users
The Site may allow Users to post and/or provide content that may be viewable by other Users, including, but not limited to, Advertisements, company information, a job seeker’s application information, content of messages, resumes/CVs, logos, trademarks, comments, questions, and other content or information (“User Content”). User Content is the sole responsibility of the person or entity that provided the User Content. You shall be solely responsible for your User Content and the consequences of posting, providing or publishing it. ShiftDiff reserves the right to terminate your account as a result of content you post and/or provide that ShiftDiff in its sole discretion determines is inappropriate, illegal, false, misleading, defamatory, harmful, abusive, insensitive, infringing, profane, or otherwise objectionable.
ShiftDiff makes no representations, warranties, promises or guarantees regarding any User Content or content provided or generated by third parties, including, without limitation, the content of messages, Advertisements and resumés. You further agree that ShiftDiff acts as a passive conduit for the distribution, provision, and publication of User Content, and has no obligation to screen or verify the accuracy, legality, legitimacy, truthfulness, or completeness of User Content or third-party content, and accordingly, you accept that ShiftDiff is not responsible and has no liability, for such User Content or third-party content. Your reliance on any User Content is at your own risk.
ShiftDiff has no obligation to screen User Content. However, if ShiftDiff becomes or is made aware of User Content that may or does (i) violate the terms of this Agreement, or (ii) violate any law or regulation, or (iii) violate the rights of third parties, or (iv) create potential liability for ShiftDiff or otherwise negatively impact ShiftDiff, ShiftDiff reserves the right to reject and/or remove such User Content, and suspend and/or terminate any user account associated with such User Content.
Please note Section 230 of the U.S. Communications Decency Act (“CDA”) (and the equivalent or similar laws in your jurisdiction), which are intended to exclude or limit the liability of online service providers such as ShiftDiff, which provide or make available access to third-party user generated content. The decision by ShiftDiff to remove or not post or distribute any User Content, does not by itself amount to participation in the creation of such User Content and accordingly, does not constitute a waiver of the immunity under the CDA.
You understand and agree that ShiftDiff does not, and cannot, confirm that each User is who he/she/they claim to be. ShiftDiff is not responsible for authenticating Users. It is your responsibility to conduct the appropriate due diligence before communicating or interacting with other Users,. You assume all risks associated with Users with whom you come into contact. If you have any disputes or issues with any User you agree to pursue any remedies directly with the applicable User and you release ShiftDiff, its subsidiaries, and their respective employees, directors and agents from all claims, demands and damages of every kind (actual and consequential and direct and indirect) known and unknown, suspected and unsuspected, disclosed and undisclosed, to the fullest extent permitted by law.
ShiftDiff reserves the right to disclose User Content and any information related to the provider of such User Content, to third parties in connection with the operation and provision of the Services, to enforce the terms of any agreement that ShiftDiff has with you, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, subpoenas, etc., and to protect the interests of ShiftDiff.
- Grant of License.
By posting, submitting, providing and/or otherwise making available any User Content, you expressly grant, and represent that you have a right to grant to ShiftDiff a royalty-free, sublicensable (through multiple layers of sublicensees), perpetual, transferable, non-exclusive, worldwide license to use, sell, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such User Content on the Site, distributing such User Content, and to promote ShiftDiff and the Services. This license continues even if you stop using the Site.
- Intellectual Property.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of ShiftDiff or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. ShiftDiff content is not for resale. ShiftDiff does not grant you any interest or license, express or implied, to the intellectual property of ShiftDiff or its licensors except as expressly authorized by this Agreement.
A. Billing Policies
Certain Services may be provided for a fee. If you elect to use paid features of the Site, you agree to the pricing and payment terms for the applicable Services, as ShiftDiff may update them from time to time. ShiftDiff may add new Services for additional fees and charges, or amend fees and charges for existing Services, at any time in its sole discretion. Any change to the fees for paid Services shall become effective in the billing cycle following notice of such change to you.
You may cancel your subscription to paid Services at any time and you accept that you will not receive a refund of pre-paid fees for such cancellation. In the event that ShiftDiff suspends, limits, conditions, or terminates your access to the Services, the Site, and/or your account due to your breach of this Agreement or any other agreement that you have with ShiftDiff, you understand and accept that you will not receive a refund for any prepayment. In the event that ShiftDiff denys your job vacancy for any reason you will receive a full refund prior to the job posting appearing on the ShiftDiff.com Site.
C. Payment Information; Taxes; Delinquent Payments
All information that you provide in connection with a monetary transaction must be accurate, complete, and current. You agree to pay all charges incurred by you of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will also pay any applicable taxes relating to such transactions. If at any time ShiftDiff is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes (including applicable penalties and interest, if any) to ShiftDiff upon written notice.
If you elect to add additional paid Services, ShiftDiff will invoice you for such Services, products and upgrades, and/or charge your credit or debit card (or other payment method) accordingly.
Delinquent payments may bear interest at the maximum rate permitted by law from the payment due date until paid in full. You will be responsible for all reasonable expenses (including legal fees and expenses) incurred by ShiftDiff in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies. In addition, if you are late in payment of any fees, ShiftDiff reserve the right to either (i) immediately suspend or terminate your access to the applicable Services and/or the Site without notice, and in the event of any such suspension or termination, you will remain responsible for the entire amount of fees owing for such Services; or (ii) bill your credit/debit card on file with ShiftDiff under this Agreement. Unless your subscription plan is terminated timely and correctly, you will continue to accrue charges even if you do not use the subscribed Services or the Site.
D. Credit and Debit Cards
In the event that you pay for any Services using a credit card or debit card, you authorize ShiftDiff to charge your credit or debit card (or other acceptable payment method that you have chosen from those offered) (“Payment Method”), for the applicable fees for the duration of the applicable term of your selected subscription plan or other paid service or product, together with any tax applicable to the Services. You represent that you are authorized to use the Payment Method and agree to accept an electronic record of a receipt. If your Payment Method will not accept the charge, ShiftDiff may suspend or terminate your access to the applicable Services and/or the Site. By providing any Payment Method, you agree that applicable credit card, debit card and billing information may be shared with third parties such as payment processors, effecting payment, collecting payments, and for providing the Services, or enforcing this Agreement. ShiftDiff may also share this information with law enforcement authorities and in response to subpoenas, court orders, and search warrants.
E. Package Plans
All purchased 30-day vacancies/job postings may be extended for an additional and consecutive amount of time at your request at no charge to you. Contact the site by e-mailing firstname.lastname@example.org for this request.
For paid subscription plans, you may cancel at any time effective at the end of the term of the then-current subscription plan. You may also send ShiftDiff an email at email@example.com and a ShiftDiff representative will contact you. Upon cancellation, you will lose access to all content and features under your subscription plan. You will not receive any refund if you request a cancellation and that the cancellation request is effective at the end of the then-current subscription term.
- Suspension or Termination for Breach.
ShiftDiff may suspend or terminate your access to the Services, the Site, and/or this Agreement in the following instances: (i) if you breach this Agreement and cannot correct the breach within that period required by ShiftDiff if the breach is capable of cure; (ii) immediately, if you fail to pay any monies owed to ShiftDiff for paid Services or if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (iii) immediately in the event of recurring violations of this Agreement; and (iv) for convenience via email notification to you and in the event of such termination for convenience, notwithstanding Section 6.B., you will receive a pro-rata refund of any pre-paid fees pertaining to Services paid for, but not provided, for the balance of the then-current subscription plan term. In the event of any termination or suspension of your access to the Services and/or termination of this Agreement, you remain responsible for the entire amount of the fees pertaining to the applicable Services. ShiftDiff may suspend your access to the Services without notice in the event of a suspected violation of this Agreement. You may terminate this Agreement if ShiftDiff materially breaches this Agreement and does not cure the breach within twenty (20) days after receipt of written notice from you, which notice must be emailed to: firstname.lastname@example.org
- Terms that Apply to Job Seekers/Candidates.
As a Job Seeker/Candidate, you can (i) use the Site to search for jobs, (ii) apply for jobs (“Applications”), (iii) receive job alert emails, where such features are available to you (“Alerts”), and (iv) include your resume and other applicable information in the ShiftDiff’s resume/CV database.
You agree that if you have a ShiftDiff account or if you have provided your resume/CV to ShiftDiff and/or if you have signed up for Alerts, ShiftDiff may use the information you provide to send you information about Advertisements that may be of interest to you.
To the extent that you wish ShiftDiff to share your information and resume/CV with potential employers, recruiters, or staffing agencies (including, where you have submitted your resume/CV to the Site or because you have applied to an Advertisement on the Site), you consent to ShiftDiff’s sharing your resume/CV, together with any additional information you provide to us during the Application process.
You can choose how to submit your Application using the options offered through the Site. Once you submit an Application, your resume and other applicable information will be shared with the entity that posted the Advertisement. You should therefore ensure that the information you provide is complete and accurate, and only contains information that you are comfortable sharing. If you ask ShiftDiff to submit a message to any employer or third party or if you apply for a job using the Site, you accept that ShiftDiff does not guarantee that the recipient entity will receive, access, view, or respond to your requests or Job Applications, or that the transmission of data will be error-free. Any screener questions provided by the entity posting an Advertisement are entirely in the control of that entity and if you require alternate screener questions or application process, you must contact the applicable entity directly.
B. Applying to Advertisements.
YOU DO NOT HAVE TO UPLOAD A RESUME TO THE SITE IN ORDER TO APPLY FOR JOBS. YOU MAY APPLY FOR A JOB AND UPLOAD YOUR RESUME FROM YOUR COMPUTER OR DATABASE. It is your responsibility to ensure that the resume associated with your account is always updated, current and accurate before you apply to aN Advertisement TO ENSURE employerS receive the most up-to-date information about you. to delete old resumes, edit your resume, or upload a new resume, please go to the Profile settings in your User account.
C. Job Alerts.
You can manually sign up to receive job alerts. In addition to a manual sign up, if you apply to Advertisements on a ShiftDiff website and/or create an account, you also consent to receiving email job alerts.
D. Interactions with Other Users; Scams; Confidentiality.
You are solely responsible for your interactions with Users whom you contact or who contact you. You should use caution with regard to the information you elect to share as part of your User Profile or Application or resume/CV. Only list the contact information that you are comfortable disclosing to Clients and other Users of the Site.
In addition to carefully reviewing this section, you should conduct your own due diligence on potential employers and Advertisements that may be of interest to you. ShiftDiff does not authenticate Users or guarantee that an Advertisement is suitable, legitimate or real. If you are concerned about any particular communication you have received from a potential employer (either because it’s unsolicited or you received the communication in response to your Application), or if you are concerned about any particular Advertisement you find on ShiftDiff, or if you find an Advertisement that is fake or fraudulent, you should contact ShiftDiff immediately at email@example.com and do not respond to the sender of the communication. If you have already disclosed your bank details or received funds into your account, you should contact your bank immediately to stop any transactions and ask their advice regarding next steps. You should also file a police report.
- Terms that Apply to Clients.
A. Content Rules.
With respect to all Advertisements that you submit, make available, provide, post or distribute, you represent and warrant that (i) the content of Advertisements (whether owned by you or your clients), will comply with applicable law; (ii) you have the necessary rights to publish the Advertisement; (iii) the Advertisements will not violate any applicable law or any right of any third party; and (iv) the Advertisements comply with this Agreement. You are solely responsible for any liability arising out of publication of Advertisements or material to which users can link though such Advertisements. You agree to indemnify and hold ShiftDiff and its subsidiaries, and their respective officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with Advertisements provided by you or any other content provided by you, or your breach of this Agreement.
You agree not to post or promote any Advertisement that: violates applicable law; contains inaccurate, false, or misleading information; sells, promotes, or advertises products or services; endorses a particular political party, political agenda, or political position or promotes a particular religion; requires the applicant to provide information or imposes other requirements not permitted under applicable law; involves any franchise, pyramid scheme, membership, distributorship, or multi-level marketing opportunity; contains content that violates applicable laws; requires citizenship or lawful permanent residence in a country unless that is required in order to comply with law; or contains links to any site competitive with ShiftDiff other than to an actual job posting.
ShiftDiff may, with no liability or penalty, remove any Advertisement or other content, communication or information posted, which in the sole judgment of ShiftDiff: (i) violates or may violate this Agreement, applicable law, or third party terms; (ii) may adversely affect ShiftDiff; (iii) is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or (iv) which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.
ShiftDiff makes no guarantee as to the number or quality of candidates that you will receive as a result of your Advertisement. You are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate candidate. ShiftDiff may inform Job Seekers that you have taken an action with respect to a resume/CV or Application. You agree to deal fairly and professionally with individuals who may respond to your Advertisement and agree to indemnify us from and against any claim brought by an individual against ShiftDiff arising from your breach of this Agreement.
B. Authorized Users.
You are responsible for all activity, acts or omissions of any person or entity that is able to access the Site under your account (“Authorized User”). You shall promptly notify ShiftDiff of any suspected or alleged violation of this Agreement and cooperate with ShiftDiff with respect to investigation of any suspected or alleged violation of this Agreement and any action by ShiftDiff to enforce this Agreement. ShiftDiff may suspend, limit, condition, or terminate an Authorized User’s access to the Site or any features thereof if ShiftDiff reasonably believes such Authorized User has violated or is likely to violate this Agreement.
C. Data Protection.
You agree to implement appropriate measures to:
(a) prevent unauthorized or unlawful processing of any Personal Data. “Personal Data” means data which relates to a living individual who can be identified (i) from such data, or (ii) from such data together with other information which is in your possession or is likely to come into your possession;
(b) protect Personal Data against accidental loss, destruction or damage;
(c) to comply with applicable data protection and privacy laws and regulations
You further agree to indemnify, hold harmless, and defend ShiftDiff against all costs, claims, damages or expenses incurred by ShiftDiff for which ShiftDiff may become liable due to any failure by you or your personnel or agents to comply with any of your obligations under this Agreement and applicable data protection and privacy laws and regulations.
The transmission of information over the Internet is not completely secure and ShiftDiff cannot, therefore, guarantee that unauthorized third parties will never be able to defeat ShiftDiff’s security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Illegal or Infringing Content.
A. DMCA Notice.
ShiftDiff and its affiliated organizations respect the intellectual property of others, and ShiftDiff asks ShiftDiff’s content partners and those posting to the Site to do the same. If you believe that your copyrighted work has been copied and is accessible on the Site in a way that constitutes copyright infringement, you may notify ShiftDiff by providing ShiftDiff’s copyright agent with sufficient information to allow ShiftDiff to locate the material, including the following information:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
- A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
- Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the web site where it is posted or the name of the book in which it has been published.
- Identification of the URL or other specific location on the Site where the material that you claim is infringing is located.
- Your name, address, telephone number, and email address.
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or law.
- A statement by you, made under penalty or perjury, that the above information you provide ShiftDiff is accurate and that you are the copyright owner or are authorized to act on the behalf of copyright owner.
ShiftDiff’s agent for notice of claims of copyright infringement on this site can be reached as follows:
Phone: 1 (888) 744-3834
Address: 30 N. Union St. Ste. 104, Rochester, New York 14607
If you believe in good faith that any content on the Site is illegal or infringes your or a third party’s right (other than copyrights) or you wish to make ShiftDiff aware of any other illegal or infringing acts which relate to the Site, you can contact us via email at: firstname.lastname@example.org. Any notice to ShiftDiff must contain: (a) a detailed description of the infringing or illegal material or activity including why it is infringing or illegal; (b) a detailed description specifying the location of the material that you claim is infringing or illegal (if applicable); and (c) your name, address, telephone number and e-mail address.
- Third-Party Material.
- No Warranties.
- Disclaimer of Warranties.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIFTDIFF DOES NOT GUARANTEE ANY RESULTS FROM USING THE SITE. THE SITE IS PROVIDED ON AN “AS-IS” BASIS. USE OF THE SITE IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED WITHOUT WARRANTY, CONDITION OR TERM OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHIFTDIFF, ITS EMPLOYEES, OR AGENTS, OR THROUGH THE SITE, WILL CREATE ANY WARRANTY, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SHIFTDIFF DOES NOT WARRANT THAT (I) ANY CONTENT PROVIDED ON OR THROUGH THE SITE IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT; (II) THE SITE WILL MEET YOUR REQUIREMENTS; (III) THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OBTAINED THROUGH THE USE OF THE SITE IS DOWNLOADED OR AVAILABLE AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER TYPE OF LOSS THAT RESULTS FROM SUCH CONTENT OR YOUR USE OF THE SITE.
SHIFTDIFF DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SHIFTDIFF WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
SHIFTDIFF DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
- Limitation of Liability.
(A) TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL SHIFTDIFF, ITS SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES; (II), LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SITE. UNDER NO CIRCUMSTANCES WILL SHIFTDIFF BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
(B) TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFTDIFF ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF THE SITE; (III) UNAUTHORIZED USE OF SHIFTDIFF SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (V) MALWARE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF THE SITE; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.
(C) IN NO EVENT SHALL SHIFTDIFF, ITS SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SHIFTDIFF IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
(D) THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF SHIFTDIFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
In addition to your other indemnification obligations in this Agreement, you agree to indemnify, defend and hold harmless ShiftDiff, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Site or Services, any content published or posts made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. ShiftDiff reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ShiftDiff in asserting any available defenses.
- Electronic Communications.
Visiting the Site or sending emails to ShiftDiff constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that ShiftDiff provides to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
- International Users.
The Service is controlled, operated and administered by ShiftDiff from ShiftDiff’s offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use any information, feature, or item accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
To the extent permitted by law, in the event the parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The parties agree to arbitrate all disputes and claims in regard to this Agreement or any disputes arising as a result of this Agreement, whether directly or indirectly, including Tort claims that are a result of this Agreement. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.
- Class Action Waiver.
Any arbitration or litigation under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and ShiftDiff agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and ShiftDiff as a result of this Agreement or use of the Site. ShiftDiff’s performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of ShiftDiff’s right or obligation to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by ShiftDiff with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and ShiftDiff with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and ShiftDiff with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this Agreement and all related documents be written in English.
- Contact Us.
ShiftDiff welcomes your questions or comments regarding this Agreement:
30 N. Union St. Ste. 104
Rochester, New York 14607
1 (888) 744-3834
Effective as of September 9, 2018