Terms of Use

Effective Date: April 9, 2025

1. Introduction & Agreement to Terms

These Terms of Use (“Terms”) govern your access to and use of the ShiftNex Platform, including our website, mobile applications, and all related features, tools, and services (“Platform”). By accessing or using the Platform, you agree to be bound by these Terms, including the mandatory arbitration and class-action waiver provisions in Section 18.

The Platform is operated by ShiftNex Inc. and its affiliates (“ShiftNex,” “we,” “our,” or “us”). The Platform enables Healthcare Professionals, Healthcare Facilities, and Staffing Agencies to connect, manage assignments, maintain credentials, and access workforce tools. ShiftNex acts solely as a technology provider and neutral intermediary and is not a party to any employment or patient-care relationship.

By using the Platform, you acknowledge that you have read and understood these Terms, our Privacy Policy, and any additional terms that apply to specific services you choose to activate, such as the Shared Services Agreement or Managed Services Agreement.

If you do not agree to these Terms, you may not use the Platform.

ShiftNex may update or modify these Terms at any time. Continued use of the Platform after an update constitutes acceptance of the revised Terms.

2. Definitions

For purposes of these Terms, the following definitions apply:

“Platform”

The ShiftNex website, mobile applications, software systems, and all tools, interfaces, and services provided by ShiftNex.

“ShiftNex,” “we,” or “us”

ShiftNex Inc. and its affiliated entities that operate and support the Platform.

“User” or “you”

Any individual or organization accessing or using the Platform, including Healthcare Professionals, Healthcare Facilities, and Healthcare Staffing Agencies.

“Healthcare Professional”

An independent clinician or healthcare worker who uses the Platform to manage credentials, view opportunities, or participate in scheduling or workforce tools.

“Healthcare Facility”

A licensed healthcare provider organization (such as a hospital, clinic, or long-term care facility) using the Platform for workforce management or related services.

“Healthcare Staffing Agency”

A licensed staffing entity using the Platform to coordinate or provide healthcare professionals.

“Account”

A registered user profile that enables access to the Platform and its features. Account permissions may vary depending on user type.

“Order”

Any shift, posting, assignment, or workforce request created through the Platform.

“Order Type”

The service category selected when creating or fulfilling an Order. The Platform supports three types:

  • Private Mode (internal workforce management)

  • Shared Services (governed by the Shared Services Agreement)

  • Managed Services (governed by the Managed Services Agreement)

“Shared Services Agreement”

The additional terms governing Shared Service–based Orders when a User activates this module.

“Managed Services Agreement”

The additional terms governing Managed Service–based Orders when a User activates this module.

“Credentials”

Licenses, certifications, identification documents, background documents, or any other materials required for participation on the Platform.

“Shift Report”

A record of hours worked or services completed by a Healthcare Professional, submitted through the Platform.

“Fees”

Any platform access fees, order-based fees, processing fees, or other charges associated with use of the Platform. Fees for specific service modules may be governed by their respective agreements.

“Privacy Policy”

The policy describing how ShiftNex collects, uses, stores, and safeguards personal data.

3. Relationships Between the Parties

3.1 Platform Role

ShiftNex provides a technology platform that enables Users to connect, exchange information, coordinate scheduling, manage credentials, and activate workforce-related tools. ShiftNex is not a healthcare provider, staffing agency, employer, or joint venture partner of any User.

ShiftNex does not supervise, control, or direct the work of Healthcare Professionals, nor does it make clinical, operational, or employment decisions on behalf of Facilities or Agencies.

3.2 No Employment Relationship

Use of the Platform does not create an employment, partnership, agency, joint venture, or franchise relationship between ShiftNex and any User, including Healthcare Professionals, Facilities, or Staffing Agencies.

Healthcare Professionals using the Platform remain independent participants unless otherwise governed by a separate agreement outside these Terms.

3.3 User-to-User Relationships

Any working arrangement, assignment, or engagement between Users—including scheduling, communication, or operational coordination—is solely between the Users involved. ShiftNex is not a party to these engagements and is not responsible for the acts, omissions, performance, or compliance of any User.

3.4 Agreements for Activated Services

Certain Platform modules require separate service agreements, such as:

  • Shared Services Agreement (for Shared Service–based Orders)

  • Managed Services Agreement (for Managed Service–based Orders)

These agreements apply only when a User activates and uses those specific modules. They do not alter the general Platform relationship described in these Terms.

3.5 Responsibility for Compliance and Actions

Each User is solely responsible for:

  • meeting all regulatory, licensing, credentialing, or operational requirements applicable to their role

  • ensuring that the information they provide is accurate and current

  • complying with all laws applicable to their activities

  • any obligations or liabilities arising from their interactions with other Users

ShiftNex does not verify or guarantee User conduct, clinical performance, credentials, or legal compliance unless explicitly stated within a separate activated agreement.

4. Eligibility & Account Setup

4.1 Eligibility Requirements

To use the Platform, you must:

  • be at least 18 years old;

  • have the legal capacity to enter into binding agreements;

  • use the Platform in compliance with all applicable laws and regulations;

  • hold any licenses, certifications, or authorizations required for your role (e.g., clinicians must hold valid clinical credentials; facilities and agencies must hold appropriate organizational licenses).

ShiftNex may restrict access where prohibited by law.

4.2 Account Registration

To access Platform features, Users must create an Account and provide accurate, complete, and up-to-date information. You agree to update your Account information promptly if it changes.

ShiftNex may request verification of identity or role at any time, and may limit access until verification is complete.

4.3 Account Responsibilities

You are responsible for:

  • maintaining the confidentiality of your login credentials;

  • all activity that occurs under your Account;

  • notifying ShiftNex immediately of any unauthorized access or security breach.

ShiftNex is not responsible for losses arising from unauthorized Account use.

4.4 Organizational Accounts

If you create or access an Account on behalf of a Facility, Agency, or other organization, you represent and warrant that:

  • you are authorized to act on behalf of that organization, and

  • your actions bind the organization to these Terms.

ShiftNex may require confirmation of organizational authority.

4.5 Account Suspension or Termination

ShiftNex may suspend or terminate access to the Platform at its discretion, including in cases of:

  • violation of these Terms,

  • suspicious or fraudulent activity,

  • failure to comply with legal requirements, or

  • risk to the integrity or security of the Platform.

Suspension under these Terms does not constitute termination or modification of any separate service agreements (such as the Shared Services Agreement or Managed Services Agreement), which govern their own activation and usage.

5. User Access & Security

5.1 Access to the Platform

ShiftNex grants Users a limited, revocable, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms.

5.2 Authentication

The Platform uses passwordless authentication.

To log in, Users must verify their identity using a One-Time Password (OTP) delivered to:

  • Email (available to all Users)

  • SMS (may be available in the future; currently not active for Facilities)

ShiftNex does not use or store passwords.

5.3 Account Security Responsibilities

Because login is OTP-based, Users are responsible for:

  • keeping secure access to their email inbox

  • keeping secure access to their phone number (if SMS OTP becomes active)

  • ensuring that no one else can view or intercept their authentication codes

  • maintaining control over devices where OTPs are received

  • immediately notifying ShiftNex if unauthorized activity is suspected

ShiftNex is not responsible for unauthorized access caused by compromised email accounts, phone numbers, or devices.

5.4 Acceptable Use

Users agree not to:

  • misuse or disrupt the Platform

  • attempt to bypass OTP authentication

  • access areas of the Platform they are not authorized to use

  • deploy bots, scrapers, or automated tools without written permission

  • introduce malicious or harmful code

  • impersonate other Users or misrepresent identity

Violations may result in immediate temporary or permanent access restrictions.

5.5 Device and Network Requirements

Users are responsible for maintaining:

  • a compatible device

  • a stable internet connection

  • updated operating systems and security patches

ShiftNex does not guarantee uninterrupted or error-free service and may conduct maintenance at any time.

5.6 Organizational Access Controls

When a User represents a Facility, Agency, or other organization, that organization is responsible for:

  • managing its internal access permissions

  • ensuring only authorized representatives use its organizational account

  • revoking access for internal users when their roles change

ShiftNex is not responsible for unauthorized internal access caused by mismanaged organizational permissions.

5.7 Security Monitoring

ShiftNex may monitor Platform activity for security, fraud prevention, operational integrity, and enforcement of these Terms. Monitoring complies with applicable laws and ShiftNex’s Privacy Policy.

6. Payment Methods

6.1 General Payment Principles

Certain features of the Platform may require the payment of fees. All applicable fees will be communicated through the Platform at the time the service is activated or used. By enabling or using such features, you authorize ShiftNex to process payments in accordance with the method you select.

6.2 Accepted Payment Methods

The Platform may support a variety of electronic payment methods, including:

  • credit or debit cards

  • ACH bank transfers

  • platform-supported digital payment options

All payments are processed through secure third-party payment providers. ShiftNex does not store full payment details on its servers.

6.3 Fees for Service Modules

If you activate a specific service module, such as:

  • Shared Services Agreement

  • Managed Services Agreement

The associated fees for that module will be governed by that module’s agreement.

6.4 User Responsibility

Users are responsible for:

  • ensuring all payment information is accurate and up to date

  • maintaining sufficient funds to complete transactions

  • covering any charges incurred through their Account

ShiftNex may suspend access to fee-based features if payments cannot be processed.

6.5 Payment Disputes

If you believe a payment has been processed in error, you must notify ShiftNex promptly. ShiftNex will review the issue and, if appropriate, coordinate with the payment provider to resolve it.

6.6 Taxes

Users are responsible for any applicable taxes, duties, or governmental charges associated with their use of the Platform or services activated through it.

7. Geographical Restrictions

7.1 Availability of the Platform

The ShiftNex Platform may not be available or fully functional in all locations. Access to certain features, tools, or service modules may depend on regional laws, licensing requirements, or technical availability.

ShiftNex may restrict or disable access to the Platform, or certain components, where use would be unlawful or not supported.

7.2 User Responsibility for Local Compliance

Users are responsible for understanding and complying with all laws and regulations applicable to their location and their activities. This includes, but is not limited to:

  • professional licensing

  • employment and contract regulations

  • telecommunication and data protection laws

  • healthcare, safety, or facility rules applicable to their role

ShiftNex does not provide legal advice and does not guarantee that Platform use satisfies regional compliance obligations.

7.3 Export Controls

Users agree not to access, use, or export the Platform in violation of any applicable export control or sanctions laws. ShiftNex may restrict access based on government-imposed limitations.

7.4 Service Module Availability

Certain service modules, such as Shared Services or Managed Services, may only be available in specific states or jurisdictions. Their activation may require meeting jurisdiction-specific requirements governed by the applicable module agreement.

7. Credentialing & Compliance

7.1 User Responsibility for Credentials

Healthcare Professionals are solely responsible for maintaining all professional licenses, certifications, credentials, and eligibility requirements necessary to practice in their field. This includes ensuring that all materials are:

  • valid, current, and accurate

  • updated promptly when renewed, expired, or changed

  • compliant with regional and regulatory requirements

ShiftNex does not guarantee the accuracy, validity, or sufficiency of any User’s credentials.

7.2 Facility and Agency Compliance

Facilities and Staffing Agencies are responsible for ensuring that their operations, personnel, and staffing practices comply with all applicable laws, regulations, and internal policies. This includes:

  • professional requirements for the personnel they engage

  • operational, clinical, or regulatory standards specific to their region or industry

  • any obligations associated with engaging independent Healthcare Professionals

ShiftNex does not supervise or verify compliance on behalf of Facilities or Agencies unless expressly stated in a separately activated agreement.

7.3 Credential Submission Through the Platform

The Platform may allow Users to upload or store credential documents for convenience. By doing so, Users confirm that:

  • all information provided is truthful and accurate

  • they have the right to share the documents

  • the uploads do not violate any confidentiality or data protection laws applicable to them

ShiftNex may remove or restrict access to documents that appear invalid, expired, or non-compliant.

7.4 Monitoring and Verification

ShiftNex may, but is not obligated to:

  • request updated documentation

  • notify Users of expiring documents

  • review credentials for completeness or format

ShiftNex does not provide credentialing, legal verification, or regulatory clearance unless explicitly stated within a specific activated module.

7.5 Compliance With Laws

All Users agree to comply with:

  • applicable healthcare regulations

  • licensing requirements

  • data protection and privacy laws

  • regional employment and contracting laws

  • professional standards relevant to their roles

ShiftNex is not responsible for legal or regulatory violations committed by Users.

7.6 Separate Agreements for Additional Compliance Requirements

If you activate a specific service module, such as the Shared Services Agreement or Managed Services Agreement, additional compliance obligations may apply. Those requirements will be governed by the respective agreement.

8. Trademarks

8.1 Ownership of Trademarks

All names, logos, product titles, designs, graphics, icons, and other brand elements associated with ShiftNex (“ShiftNex Marks”) are the exclusive property of ShiftNex Inc. and its affiliates. These Marks are protected by trademark, copyright, and other intellectual property laws.

8.2 Restrictions on Use

You may not use any ShiftNex Marks without prior written permission from ShiftNex. This includes, but is not limited to:

  • copying or reproducing ShiftNex branding

  • using ShiftNex Marks in marketing, advertising, or promotional materials

  • presenting yourself as affiliated with or endorsed by ShiftNex

  • modifying or creating derivative works of ShiftNex Marks

Unauthorized use of ShiftNex Marks may violate intellectual property laws.

8.3 Third-Party Marks

The Platform may display or reference trademarks or brand elements owned by third parties. All such third-party marks remain the property of their respective owners.

Their inclusion on the Platform does not imply endorsement, partnership, or affiliation unless explicitly stated.

8.4 No Rights Granted

Except as expressly provided in these Terms, nothing in the Platform or in your use of the Platform grants you any rights, title, or interest in ShiftNex Marks or third-party marks.

9. User Content & Data

9.1 User-Provided Content

Users may upload, submit, or transmit information through the Platform, including:

  • credential documents

  • profile details

  • shift reports

  • messages

  • organizational data

By providing such content, you represent and warrant that:

  • the information is accurate and lawful to submit

  • you have the right to provide it

  • its submission does not violate any third-party rights

9.2 Ownership of User Content

Users retain ownership of all content they submit to the Platform.

However, by submitting content, you grant ShiftNex a limited, non-exclusive, royalty-free license to:

  • store, process, and display the content

  • use the content to operate, maintain, and improve the Platform

  • enable Platform features such as scheduling, credential visibility, organizational profiles, and messaging

This license is solely for Platform operation and does not transfer ownership.

9.3 Data Accuracy

Users are responsible for ensuring all data submitted to the Platform is:

  • accurate

  • up-to-date

  • complete

  • compliant with applicable laws

ShiftNex does not guarantee the accuracy of User-submitted information.

9.4 Data Removal and Retention

ShiftNex may retain or delete User content as required by:

  • law

  • security considerations

  • operational requirements

  • internal archiving policies

Users may request removal of their content unless retention is legally required or necessary for legitimate business interests.

9.5 Messaging and Communication

The Platform may enable messaging between Users.

Users agree not to transmit:

  • confidential information without authorization

  • harmful, abusive, or inappropriate content

  • spam or unsolicited promotions

ShiftNex may monitor or review communications for security and compliance, consistent with applicable laws.

9.6 Data Privacy

Use of the Platform is also governed by the ShiftNex Privacy Policy, which explains how we:

  • collect data

  • store data

  • protect data

  • share data when required

The Privacy Policy forms part of these Terms and should be reviewed by all Users.

9.7 No Sensitive Patient Data

Users must not upload, store, or transmit protected health information (PHI) or other sensitive patient data on the Platform unless specifically permitted by an activated service module and done in compliance with applicable laws.

ShiftNex is not responsible for unauthorized submission of PHI by Users.

10. Prohibited Uses & Privacy

10.1 Prohibited Uses of the Platform

Users agree not to use the Platform in any way that:

  • violates any applicable laws or regulations

  • misrepresents identity or impersonates another person or entity

  • attempts to bypass or interfere with OTP authentication or security mechanisms

  • gains unauthorized access to any part of the Platform or another User’s data

  • uploads malware, harmful code, or attempts to disrupt Platform functioning

  • uses bots, scrapers, or automated tools without written permission

  • infringes on copyrights, trademarks, or intellectual property rights

  • harasses, threatens, abuses, or harms other Users

  • engages in discriminatory, fraudulent, unethical, or deceptive practices

  • distributes spam, advertisements, or unauthorized solicitations

  • manipulates or falsifies shift data, credentials, or organizational information

ShiftNex may suspend or restrict access for violations of this section.

10.2 Protection of Personal Information

Users must not:

  • upload or share personal data of others without authorization

  • submit protected health information (PHI) unless an activated module explicitly permits it

  • attempt to extract or collect personal data about other Users without permission

Any misuse of personal data violates these Terms.

10.3 Platform Privacy Practices

ShiftNex processes personal information in accordance with its Privacy Policy, which forms part of these Terms. The Privacy Policy describes:

  • what information we collect

  • how we use and store it

  • when information may be shared

  • your rights regarding your data

By using the Platform, you agree to the Privacy Policy.

10.4 Data Security

Users agree to maintain the security of:

  • devices used to access the Platform

  • email accounts and phone numbers used for OTP authentication

  • any sensitive information accessed via the Platform

ShiftNex implements industry-standard safeguards but cannot guarantee absolute security.

10.5 Reporting Violations

Users should promptly report:

  • suspected unauthorized access

  • data breaches

  • security vulnerabilities

  • abusive or inappropriate behavior

  • violations of these Terms

ShiftNex may investigate such reports and take appropriate action.

11. Notices & Disclaimers

11.1 Platform Availability

The Platform is provided on an “as available” basis. ShiftNex does not guarantee that:

  • the Platform will operate uninterrupted,

  • be error-free,

  • meet your specific technical requirements, or

  • function without delays, outages, or limitations.

Access may be limited due to maintenance, updates, technical issues, or factors outside our control.

11.2 Service Modifications

ShiftNex may:

  • update, enhance, or modify Platform features,

  • remove or replace certain tools or functionalities, or

  • introduce new components or interfaces

at any time, without prior notice.

Such changes do not affect the validity of these Terms.

11.3 No Medical, Legal, or Professional Advice

The Platform does not provide:

  • medical advice,

  • legal advice,

  • clinical supervision,

  • operational guidance, or

  • regulatory compliance recommendations.

Users are solely responsible for obtaining appropriate professional or legal guidance for their operations.

11.4 No Guarantee of User Performance

ShiftNex does not:

  • evaluate Users’ qualifications beyond self-submitted information,

  • guarantee the performance, safety, or conduct of any User,

  • control or supervise clinical or operational activities,

  • ensure outcomes of interactions between Users.

Any engagements between Users occur at their own risk.

11.5 Third-Party Services

The Platform may integrate or interact with third-party services. ShiftNex:

  • does not control third-party systems,

  • does not guarantee their availability or reliability, and

  • is not responsible for losses arising from their use.

Use of third-party services is subject to their own terms and policies.

11.6 Notification Methods

ShiftNex may provide notices through:

  • in-app notifications

  • email

  • SMS (if supported)

  • platform announcements

  • website updates

Users are responsible for maintaining current contact information.

11.7 No Liability for User-Submitted Information

ShiftNex is not responsible for:

  • inaccuracies,

  • omissions,

  • outdated information, or

  • misrepresentations

contained in User-uploaded or User-generated content.

12. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL RELATED SERVICES, FEATURES, CONTENT, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

ShiftNex specifically disclaims all warranties, including but not limited to:

  • fitness for a particular purpose,

  • merchantability,

  • non-infringement,

  • accuracy or reliability of content,

  • availability or uptime of the Platform,

  • compatibility with specific devices or operating systems,

  • error-free or uninterrupted operation,

  • security of transmissions, except as required by law.

ShiftNex does not warrant that:

  • the Platform will meet your expectations,

  • the Platform will operate without delays, failures, or data loss,

  • uploaded information will remain accessible at all times,

  • interactions between Users will achieve any particular outcome,

  • third-party integrations or services will function without issue.

Users access and use the Platform at their own risk.

If you are dissatisfied with any part of the Platform, your sole remedy is to discontinue using it.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SHIFTNEX, NOR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR ANY HEALTHCARE PROFESSIONAL SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE MARKETPLACE, THE PROVISION OF HEALTHCARE SERVICES, OR THESE MARKETPLACE TERMS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, BUSINESS, ANTICIPATED SAVINGS, USE, GOODWILL, OR DATA, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Informal Dispute Resolution

Before initiating formal proceedings, you and ShiftNex agree to engage in good-faith informal efforts to resolve any dispute, controversy, or claim arising out of or relating to your use of the Marketplace, your relationship with ShiftNex, a Healthcare Facility, or these Marketplace Terms (each, a “Dispute”).

To initiate this process:

  • The initiating party must provide written notice of its intent to initiate informal dispute resolution to the other party.
  • The parties must personally meet and confer (by video or telephone) within sixty (60) days of receipt of such notice unless extended by mutual agreement.

Multiple parties may not combine disputes or participate in the same informal resolution process unless expressly permitted by ShiftNex.

If the complainant is represented by legal counsel, counsel may participate in the conference, but personal participation by the party is required.

Notice to ShiftNex shall be delivered to:

ShiftNex, Inc.
Attn: ShiftNex Legal
3650 S Cedar St, Tacoma, WA 98401
Email: legal@shiftnex.com

The statute of limitations and filing deadlines applicable to any Dispute shall be tolled during the informal resolution period.

If the parties are unable to resolve the Dispute informally, either party may proceed to arbitration as described in Section 14.2.

14.2 Mutual Agreement to Arbitrate / Class Action Waiver

To the fullest extent permitted by law, you and ShiftNex agree to resolve all disputes exclusively through binding individual arbitration administered by New Era ADR in accordance with its rules and procedures.

Covered disputes include, but are not limited to:

  • Disputes involving Healthcare Professionals, Healthcare Facilities, W2 Workforce Providers, or ShiftNex;
  • Claims arising from or relating to these Terms, use of the Marketplace, or any services or relationships established through the Platform;
  • Allegations of breach, misrepresentation, tort, discrimination, harassment, wage and hour violations, and other statutory or common law claims;
  • Disputes arising after termination of these Terms.

Third-Party Enforcement: The Arbitration Agreement extends to and may be enforced by or against any Healthcare Facility, W2 Workforce Provider, or other User of the Platform, including their affiliates and successors. Where ShiftNex is named as a third-party beneficiary of another arbitration agreement (e.g., with a W2 Workforce Provider), such agreement shall govern.

Exclusions: This Arbitration Agreement shall not apply to:

  • Claims for workers’ compensation, unemployment insurance, or disability benefits;
  • Administrative claims before the NLRB or similar entities;
  • Claims not subject to arbitration under applicable law;
  • Court claims pending at the time of your acceptance of these Terms;
  • Sexual harassment/assault claims unless the individual affirmatively elects arbitration.

Injunctive Relief: This clause does not prevent either party from seeking emergency or preliminary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information—except as applied to claims brought by Healthcare Professionals.

Severance: Non-arbitrable claims filed with arbitrable ones will be stayed pending arbitration.

Government Rights: Nothing in this Agreement prevents you from reporting issues to, or cooperating with, any government agency.

14.3 Class Action Waiver

To the maximum extent allowed by law, all Disputes must be resolved individually. No party may:

  • File or participate in any class, collective, coordinated, or representative action;
  • Bring claims under California’s Private Attorneys General Act (PAGA) on a representative basis;
  • Consolidate claims with other parties’ claims in arbitration.

Any question regarding the validity, enforceability, or scope of this Class Action Waiver shall be decided by a court, not an arbitrator.

14.4 Arbitration Procedures

To initiate arbitration:

  • Submit a written demand to the opposing party;
  • File the claim with New Era ADR (www.neweraadr.com) under its applicable rules, which are incorporated by reference.

Arbitration will proceed as follows:

  • Claims ≤ $10,000 may be resolved on written submissions unless a hearing is requested;
  • Claims > $10,000 follow New Era’s procedures, including video or telephonic hearings if necessary;
  • Arbitrators may require reasonable information exchange;
  • Arbitrators may seal records or protect confidentiality as warranted;
  • The Parties subject to the arbitration shall share ay arbitration fees equally;
  • Arbitrators decide procedural issues, while courts decide Class Waiver enforceability;
  • Frivolous filings may result in sanctions.

14.5 Governing Law and Finality

This Agreement, including its formation, interpretation, performance, and enforcement, shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its principles of conflicts of law.

To the extent that any dispute or claim arising out of or relating to this Agreement is not subject to arbitration (as outlined in Section 14), each party irrevocably agrees to submit to the exclusive jurisdiction and venue of the state and federal courts located in Pierce County, Washington, for the resolution of such claims.

Each party waives any objections to the jurisdiction or venue of such courts, including objections based on inconvenient forum.

In any legal action, proceeding, or arbitration arising out of or related to this Agreement, the substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, costs, and expenses, in addition to any other relief awarded.

14.6 Waiver and Severability

No waiver of any provision of this Agreement shall be valid unless in writing and signed by an authorized representative of ShiftNex. A waiver of any breach shall not be deemed a waiver of subsequent breaches.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

19. Miscellaneous

You may not assign or transfer these Marketplace Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Marketplace Terms without such consent will be null and of no effect. We may freely assign or transfer these Marketplace Terms without restriction. You also agree that if we assign, transfer, or subcontract any of our rights or obligations under these Marketplace Terms to any third party in writing, such third party may enforce the Marketplace Terms that are assigned, transferred, or contracted. Subject to the foregoing, these Marketplace Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.