EMPLOYERS: BY CLICKING THE "I ACCEPT" DISPLAYED AS PART OF THE ONLINE
ORDERING PROCESS, YOU AGREE TO BE LEGALLY BOUND BY AN ELECTRONIC TRANSACTION
TO WISCONSIN'S UNIFORM ELECTRONIC TRANSACTIONS ACT, AND THE FOLLOWING TERMS AND
CONDITIONS (THE "AGREEMENT") SHALL GOVERN YOUR USE OF EASYSHIFTS' ONLINE SERVICE,
INCLUDING ANY REQUIRED OR OPTIONAL OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE").
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND
CONDITIONS. IN SUCH CASE THE TERMS "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
YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
USERS: BY CLICKING "I ACCEPT" DISPLAYED AS PART OF THE ONLINE USER
REGISTRATION PROCESS, YOU AGREE TO BE LEGALLY BOUND BY AN ELECTRONIC TRANSACTION
PURSUANT TO WISCONSIN'S UNIFORM ELECTRONIC TRANSACTIONS ACT, AND THE FOLLOWING TERMS
AND CONDITIONS (THE "AGREEMENT") SHALL GOVERN YOUR USE OF EASYSHIFTS' ONLINE
INCLUDING ANY REQUIRED OR OPTIONAL OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE").
SECTION 1 - DEFINITIONS
As used in this Agreement and in any Order Form(s) now or hereafter entered into
or submitted online via the Online Order Process, and any materials
the EasyShifts website specifically incorporated by reference herein, as
including the terms of this Agreement, may be updated by EasyShifts from
time in its sole discretion.
- "Content" means the audio and visual information, documents, software,
and services contained or made available to you in the course of using the
- "Customer Data" means any data, information or material provided or
you to the Service in the course of using the Service.
- "EasyShifts" means EasyShifts™ LLC, a Wisconsin Limited Liability Company,
its principal place of business at 4398 N Bull Rush Dr, Appleton, WI 54913.
- "EasyShifts Technology" means all of EasyShifts' proprietary technology
software, hardware, products, processes, algorithms, user interfaces,
techniques, designs and other tangible or intangible technical material or
made available to you by EasyShifts in, and in support of, providing the
- "Effective Date" means the earlier of either the date this Agreement is
by selecting the "I Accept" option presented on the screen after this
is displayed or the date you begin using the Service.
- "Initial Term" means the contract term, beginning on the contract start date
ending on the contract end date, specified on the applicable Order Form.
- "Intellectual Property Rights" means unpatented inventions, patent
patents, design rights, copyrights, trademarks, service marks, trade names,
name rights, mask work rights, know-how and other trade secret rights, and
intellectual property rights, derivatives thereof, and forms of protection
similar nature anywhere in the world.
- "License Administrator(s)" means those Users designated by you who are
to purchase licenses online using the Online Order Process or by executing
Order Forms to create User accounts and otherwise administer your use of the
- "License Term(s)" means the period(s) during which a specified number of
licensed to use the Service pursuant to the Order Form(s).
- "Order Form(s)" means the form evidencing the initial subscription for the
and any subsequent order forms submitted online or in written form,
among other things, the number of licenses and other services contracted
applicable fees, the billing period, and other charges as agreed to between
parties, each such Order Form to be incorporated into and to become a part
Agreement (in the event of any conflict between the terms of this Agreement
the terms of any such Order Form, the terms of this Agreement shall
- "Online Order Process" means EasyShifts' online application that allows the
Administrator designated by you to, among other things, create Users and add
Users to the Service.
- "Service(s)" means the specific edition of EasyShifts' online staff
identified during the ordering process, developed, operated, and maintained
accessible via http://www.easyshifts.com or another designated web site or
or ancillary online or offline products and services provided to you by
to which you are being granted access under this Agreement, including the
Technology and the Content.
- "User(s)" means your employees, representatives, consultants, contractors or
who are authorized to use the Service and have been supplied user
and passwords by you (or by EasyShifts at your request).
SECTION 2 - LICENSE
- EasyShifts hereby grants you a non-exclusive, non-transferable right to use
Service, solely for your own internal business purposes, subject to the
conditions of this Agreement. All rights not expressly granted to you are
by EasyShifts and its licensors.
- You shall not (i) license, sublicense, sell, resell, transfer, assign,
or otherwise commercially exploit or make available to any third party the
or the Content in any way; (ii) modify or make derivative works based upon
or the Content; (iii) create Internet "links" to the Service or "frame" or
any Content on any other server or wireless or Internet-based device; or
engineer or access the Service in order to (a) build a competitive product
(b) build a product using similar ideas, features, functions or graphics of
Service, or (c) copy any ideas, features, functions or graphics of the
User licenses cannot be shared or used by more than one individual User but
be reassigned from time to time to new Users who are replacing former Users
have terminated employment or otherwise changed job status or function and
use the Service.
- You and your Users may use the Service only for your internal business
and shall not: (i) send spam or otherwise duplicative or unsolicited
violation of applicable laws; (ii) send or store infringing, obscene,
libelous, or otherwise unlawful or tortious material, including material
to children or violative of third party privacy rights; (iii) send or store
containing software viruses, worms, Trojan horses or other harmful computer
files, scripts, agents or programs; (iv) interfere with or disrupt the
or performance of the Service or the data contained therein; or (v) attempt
unauthorized access to the Service or its related systems or networks.
SECTION 3 - YOUR RESPONSIBILITIES
- You must inform your Users of the terms of this Agreement and you shall be
for: (i) all aspects of Users' compliance with the terms of this Agreement;
(ii) preventing unauthorized use of the Service, including use by your
representatives, consultants, contractors or agents who are not authorized
- You are responsible for all activity occurring under your User accounts and
abide by all applicable local, state, national and foreign laws, treaties
in connection with your use of the Service, including those related to data
international communications and the transmission of technical or personal
- You shall: (i) notify EasyShifts immediately of any unauthorized use of any
or account or any other known or suspected breach of security; (ii) report
immediately and use reasonable efforts to stop immediately any copying or
of Content that is known or suspected by you or your Users; and (iii) not
another EasyShifts User or provide false identity information to gain access
or use the Service.
SECTION 4 - ACCOUNT INFORMATION AND DATA
- EasyShifts does not own any data, information or material that you submit to
Service in the course of using the Service ("Customer Data").
- You, not EasyShifts, shall have sole responsibility for the accuracy,
legality, reliability, appropriateness, and intellectual property ownership
to use of all Customer Data, and EasyShifts shall not be responsible or
the deletion, correction, destruction, damage, loss or failure to store any
- In the event this Agreement is terminated (other than by reason of your
EasyShifts will make available to you a file of the Customer Data within 30
of termination if you so request at the time of termination. EasyShifts
the right to withhold, remove and/or discard Customer Data without notice
breach, including, without limitation, your non-payment. Upon termination
your right to access or use Customer Data immediately ceases, and EasyShifts
have no obligation to maintain or forward any Customer Data.
SECTION 5 - INTELLECTUAL PROPERTY OWNERSHIP
- EasyShifts alone (and its licensors, if and when applicable) shall own all
title and interest, including all related Intellectual Property Rights, in
the EasyShifts Technology, the Content and the Service and any suggestions,
enhancement requests, feedback, recommendations or other information
you or any other party relating to the Service.
- This Agreement is not a sale and does not convey to you any rights of
in or related to the Service, the EasyShifts Technology or the Intellectual
Rights owned by EasyShifts.
- The EasyShifts name, the EasyShifts logo, and the product names associated
the Service are trademarks and service marks of EasyShifts or third parties,
no right or license is granted to use them.
SECTION 6 - CHARGES AND PAYMENT OF FEES
- You shall pay all fees or charges to your account in accordance with the
and billing terms in effect at the time a fee or charge is due and payable.
- The initial charges will be based upon the current number of total User
requested and will be reflected on the Order Form.
- Payments must be made annually in advance unless otherwise mutually agreed
in an Order Form or through the Online Order Process.
- All payment obligations are non-cancelable and all amounts paid are
You are responsible for paying for all User licenses ordered for the entire
Term, whether or not such User licenses are actively used. You must provide
with valid credit card or approved purchase order information as a condition
signing up for the Service.
- An authorized License Administrator may add licenses by executing an
written Order Form or using the Online Order Process. Added licenses will be
to the following: (i) added licenses will be coterminous with the
Term (either Initial Term or renewal term); (ii) the license fee for the
will be the then current, generally applicable license fee; and (iii)
in the middle of a billing month will be charged in full for that billing
- EasyShifts reserves the right to modify its fees and charges and to
charges at any time, upon 30 days (or longer) prior notice to you, which
may be provided by e-mail. All pricing terms are confidential, and you agree
to disclose them to any third party.
SECTION 7 - BILLING AND RENEWAL
- EasyShifts charges and collects in advance for use of the Service.
automatically renew and bill your credit card or issue an invoice to you
on the subsequent anniversary or as otherwise mutually agreed upon. The
charge will be equal to the then-current number of total User licenses times
license fee in effect during the prior term, unless EasyShifts has given you
least 30 days prior written notice of a fee increase, which shall be
renewal and thereafter.
- EasyShifts fees are exclusive of all taxes, levies, or duties imposed by
authorities, and you shall be responsible for payment of all such taxes,
or duties, excluding only United States (federal or state) taxes based
- You agree to provide EasyShifts with complete and accurate billing and
This information includes your legal company name, street address, e-mail
and name and telephone number of an authorized billing contact and License
You agree to update this information within 30 days of any change to it. If
contact information you have provided is false or fraudulent, EasyShifts
the right to terminate your access to the Service in addition to any other
remedies available to EasyShifts.
- If you believe your bill is incorrect, you must contact us in writing within
days of the invoice date of the invoice containing the amount in question to
eligible to receive an adjustment or credit.
SECTION 8 - NON-PAYMENT AND SUSPENSION
- In addition to any other rights granted to EasyShifts herein, EasyShifts
the right to suspend or terminate this Agreement and your access to the
if your account becomes delinquent (falls into arrears). Delinquent invoices
in arrears) are subject to interest of 1.0% per month on any outstanding
or the maximum permitted by law, whichever is less, plus all expenses of
You will continue to be charged for User licenses during any period of
If you or EasyShifts initiates termination of this Agreement, you will be
to pay the balance due on your account computed in accordance with the
Payment of Fees section above. You agree that EasyShifts may charge such
fees to your credit card or otherwise bill you for such unpaid fees.
- EasyShifts reserves the right to impose a reconnection fee in the event you
suspended and thereafter request access to the Service. You agree and
that EasyShifts has no obligation to retain Customer Data and that such
Data may be irretrievably deleted if your account is 30 days or more
SECTION 9 - TERMINATION UPON EXPIRATION - REDUCTION IN NUMBER OF LICENSES
- This Agreement commences on the Effective Date. The Initial Term will be as
elect during the Online Order Process or as otherwise mutually agreed upon
Order Form. Upon the expiration of the Initial Term, this Agreement will
renew for successive renewal terms equal in duration to the Initial Term (or
year, if the Initial Term is greater than one year) at EasyShifts' then
- Either party may terminate this Agreement or reduce the number of licenses,
only upon the expiration of the then current License Term, by notifying the
party in writing at least five (5) business days prior to the date of the
for the following term. In the case of free trials, notifications provided
the Service indicating the remaining number of days in the free trial shall
notice of termination.
- In the event this Agreement is terminated (other than by reason of your
EasyShifts will make available to you a file of the Customer Data within 30
of termination if you so request at the time of termination. You agree and
that EasyShifts has no obligation to retain the Customer Data, and may
Customer Data, more than 30 days after termination.
SECTION 10 - TERMINATION FOR CAUSE
- Any breach of your payment obligations or unauthorized use of the EasyShifts
or Service will be deemed a material breach of this Agreement.
- EasyShifts, in its sole discretion, may terminate your password, account or
of the Service if you breach or otherwise fail to comply with this
addition, EasyShifts may terminate a free account at any time in its sole
- You agree and acknowledge that EasyShifts has no obligation to retain the
Data, and may delete such Customer Data, if you have materially breached
including but not limited to failure to pay outstanding fees, and such
not been cured within 30 days of notice of such breach.
SECTION 11 - REPRESENTATIONS AND WARRANTIES
- Each party represents and warrants that it has the legal power and authority
enter into this Agreement.
- EasyShifts represents and warrants that it will provide the Service in a
consistent with general industry standards reasonably applicable to the
thereof and that the Service will perform substantially in accordance with
EasyShifts help documentation under normal use and circumstances.
- You represent and warrant that you have not falsely identified yourself nor
any false information to gain access to the Service, and that your billing
SECTION 12 - MUTUAL INDEMNIFICATION
- You shall indemnify and hold EasyShifts, its licensors and each such party's
organizations, subsidiaries, affiliates, officers, directors, employees,
and agents harmless from and against any and all claims, costs, damages,
liabilities and expenses (including attorneys' fees and costs) arising out
in connection with: (i) a claim alleging that use of the Customer Data
the rights of, or has caused harm to, a third party; (ii) a claim, which if
would constitute a violation by you of your representations and warranties;
a claim arising from the breach by you or your Users of this Agreement,
in any such case that EasyShifts (a) gives written notice of the claim
to you; (b) gives you sole control of the defense and settlement of the
that you may not settle or defend any claim unless you unconditionally
of all liability and such settlement does not affect EasyShifts' business or
(c) provides to you all available information and assistance; and (d) has
or settled such claim.
- EasyShifts shall indemnify and hold you and your parent organizations,
affiliates, officers, directors, employees, attorneys and agents harmless
against any and all claims, costs, damages, losses, liabilities and expenses
attorneys' fees and costs) arising out of or in connection with: (i) a claim
that the Service directly infringes a copyright, a U.S. patent issued as of
Effective Date, or a trademark of a third party; (ii) a claim, which if
constitute a violation by EasyShifts of its representations or warranties;
a claim arising from breach of this Agreement by EasyShifts; provided that
promptly give written notice of the claim to EasyShifts; (b) give EasyShifts
control of the defense and settlement of the claim (provided that EasyShifts
not settle or defend any claim unless it unconditionally releases you of all
(c) provide to EasyShifts all available information and assistance; and (d)
not compromised or settled such claim. EasyShifts shall have no
obligation, and you shall indemnify EasyShifts pursuant to this Agreement,
arising from any infringement arising from the combination of the Service
of your products, service, hardware or business process(s).
SECTION 13 - DISCLAIMER OF WARRANTIES
EASYSHIFTS AND, WHEN APPLICABLE, ITS LICENSORS, MAKE NO REPRESENTATION, WARRANTY,
OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EASYSHIFTS AND ITS LICENSORS
DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,
SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C)
ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE
OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO
YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY EASYSHIFTS AND ITS LICENSORS.
SECTION 14 - INTERNET DELAYS
EASYSHIFTS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EASYSHIFTS IS NOT
FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
SECTION 15 - LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SECTION 16 - ADDITIONAL RIGHTS
Certain states and/or jurisdictions do not allow the exclusion of implied warranties
or limitation of liability for incidental, consequential or certain other types
of damages, so the exclusions set forth above may not apply to you.
SECTION 17 - LOCAL LAWS AND EXPORT CONTROL
- The EasyShifts site and Service uses software and technology that may be
to United States export controls administered by the U.S. Department of
the United States Department of Treasury Office of Foreign Assets Control,
U.S. agencies. You acknowledge and agree that the site or Service shall not
and none of the underlying information, software, or technology may be
or otherwise exported or re-exported to countries as to which the United
maintains an embargo (collectively, "Embargoed Countries"), or to or by a
or resident thereof, or any person or entity on the U.S. Department of
List of Specially Designated Nationals or the U.S. Department of Commerce's
of Denial Orders (collectively, "Designated Nationals"). The lists of
Countries and Designated Nationals are subject to change without notice.
- By using the Service, you represent and warrant that you are not located in,
the control of, or a national or resident of an Embargoed Country or
National. You agree to comply strictly with all U.S. export laws and assume
responsibility for obtaining licenses to export or re-export your use of the
as may be required.
- The EasyShifts site and Service may use encryption technology that is
licensing requirements under the U.S. Export Administration Regulations, 15
Parts 730-774 and Council Regulation (EC) No. 1334/2000.
- EasyShifts and its licensors make no representation that the Service is
or available for use in other locations. If you use the Service from outside
United States of America, you are solely responsible for compliance with all
laws, including without limitation export and import regulations of other
Any diversion of the Content contrary to United States law is prohibited.
the Content, nor any information acquired through the use of the Service, is
will be used for nuclear activities, chemical or biological weapons, or
projects, unless specifically authorized by the United States government for
SECTION 18 - NOTICE
- EasyShifts may give notice by means of a general notice on the Service, electronic mail to your e-mail address on
record in EasyShifts' account information, or by written communication sent by first class mail or pre-paid post to
your address on record in EasyShifts' account information.
- Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by
first class mail or pre-paid post) or 12 hours after sending (if sent by e-mail).
- You may give notice to EasyShifts (such notice shall be deemed given when received
by EasyShifts) at any time by any of the following: by phone call to EasyShifts
at: 920-403-0405; letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail to EasyShifts at the following address:
EasyShifts LLC, 4398 N Bull Rush Dr, Appleton, WI 54913, to the attention of
SECTION 19 - MODIFICATION TO TERMS
EasyShifts reserves the right to modify the terms and conditions of this Agreement
or its policies relating to the Service at any time, effective upon posting of an
updated version of this Agreement on the Service. You are responsible for regularly
reviewing this Agreement. Continued use of the Service after any such changes shall
constitute your consent to such changes.
SECTION 20 - ASSIGNMENT; CHANGE IN CONTROL
This Agreement may not be assigned by you without the prior written approval of
EasyShifts but may be assigned without your consent by EasyShifts to (i) a parent
or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any
assignment in violation of this section shall be void. Any actual or proposed change
in control of you that results or would result in a direct competitor of EasyShifts
directly or indirectly owning or controlling 50% or more of you shall entitle
to terminate this Agreement for cause immediately upon written notice.
SECTION 21 - GENERAL
- This Agreement shall be governed by Wisconsin law and controlling United
federal law, without regard to the choice or conflicts of law provisions of
jurisdiction, and any disputes, actions, claims or causes of action arising
of or in connection with this Agreement or the Service shall be subject to
jurisdiction of the state and federal courts located within the State of
- If any provision of this Agreement is held by a court of competent
to be invalid or unenforceable, then such provision(s) shall be construed,
as possible, to reflect the intentions of the invalid or unenforceable
with all other provisions remaining in full force and effect.
- No joint venture, partnership, employment, or agency relationship exists
you and EasyShifts as a result of this Agreement or your use of the Service.
- The failure of EasyShifts to enforce any right or provision in this
not constitute a waiver of such right or provision unless acknowledged and
to by EasyShifts in writing.
- This Agreement, together with any applicable Order Form, comprises the
between you and EasyShifts and supersedes all prior or contemporaneous
discussions or agreements, whether written or oral, between the parties
the subject matter contained herein.
SECTION 22 - PRIVACY AND SECURITY
- EasyShifts' privacy and security policies may be viewed at https://easyshifts.com/privacy.
- EasyShifts reserves the right to modify its privacy and security policies in
reasonable discretion from time to time.
SECTION 23 - Important Notice About Health Information
- EasyShifts is not a healthcare provider,
payer or clearinghouse. EasyShifts is a business that provides commercial
business-to-business software as a service (“SaaS”) applications and proactive
services to solve workforce challenges in healthcare. Unless otherwise established
in an agreement between EasyShifts and a regulated Covered Entity (i.e., a doctor,
pharmacy, or insurer) as defined by the Health Insurance Portability and
Accountability Act (“HIPAA”), EasyShifts does not collect “Protected Health
Information” as defined under HIPAA.
QUESTIONS OR ADDITIONAL INFORMATION:
If you have questions regarding this Agreement or wish to obtain additional
please send an e-mail to email@example.com.