| The Shiftboard Web Site and all related software tools and services are provided by Shiftboard, Inc. and are available only to entities who can form legally binding
agreement(s) under applicable law. If You do not qualify and are not an authorized agent, employee or associate to such entity, You are not permitted to use the Shiftboard Web Site. |
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| These
Terms of Use govern Your use of the Web Site and all applications,
software, and services (collectively, "Services") available on the
Web Site, except to the extent such Services are the subject of a
separate agreement. Specific terms or agreements may apply to the
use of certain Services and other items provided to You on the Web
Site ("Service Agreement(s)"). Any such Service Agreements
accompany the applicable Services or are listed in association with or
through a hyperlink associated with the applicable Services. |
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| Shiftboard
may revise and update these Terms of Use at any time. Your
continued usage of the Web Site after any changes to these Terms of Use
will mean You accept those changes. Any aspect of the Web Site may be
changed, supplemented, deleted or updated without notice at the sole
discretion of Shiftboard. Shiftboard may also change or impose fees for products
and services provided through the Web Site at any time in its sole
discretion. Shiftboard may establish or change, at any time, general practices
and limits concerning other Shiftboard products and services in its sole
discretion. |
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| The
Shiftboard Rate and Service Guide applicable to You in effect at the time of scheduling
govern Your use of Shiftboard transportation and related services obtained
through this Web Site, in addition to any other terms and conditions
that may be applicable to such transaction as provided in these Web
Site Terms of Use and the Service Agreement(s). The Shiftboard Rate and
Service Guide are hereby incorporated into these
Terms of Use, such that all references herein to the Terms of Use shall
be deemed to include, to the extent applicable, the Shiftboard Rate and
Service Guide. |
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| The
Shiftboard Privacy Policy governs the use of information collected from or
provided by You at the Web Site. With respect to any individual
whose personal information is provided by You to Shiftboard, You represent to
Shiftboard that You have obtained all necessary consents for the processing of
such personal information contemplated by the Services You are using
and by the Shiftboard Privacy Policy, including the transfer of such data to
the United States or other countries whose laws may not provide the
same level of protection for the personal data as the laws of the
country of origin of such individual. |
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Any
and all intellectual property rights ("Intellectual Property")
associated with the Web Site and its contents (the "Content") are the
sole property of Shiftboard, its affiliates or third parties. The Content is
protected by copyright and other laws in both the United States and
other countries. Elements of the Web Site are also protected by trade
dress, trade secret, unfair competition, and other laws and may not be
copied or imitated in whole or in part. All custom graphics, icons, and
other items that appear on the Web Site are trademarks, service marks
or trade dress ("Marks") of Shiftboard, its affiliates or other entities that
have granted Shiftboard the right and license to use such Marks and may not be
used or interfered with in any manner without the express written
consent of Shiftboard. Except as otherwise expressly authorized by these Terms
of Use, You may not copy, reproduce, modify, lease, loan, sell, create
derivative works from, upload, transmit, or distribute the Intellectual
Property of the Web Site in any way without Shiftboard's or the appropriate
third party's prior written permission. Except as expressly provided
herein, Shiftboard does not grant to You any express or implied rights to
Shiftboard's or any third party's Intellectual Property.
Shiftboard grants You
a limited, personal, nontransferable, nonsublicensable, revocable
license to (a) access and use only the Web Site, Content and Services
only in the manner presented by Shiftboard, and (b) access and use the Shiftboard
computer and network services offered within the Web Site (the "Shiftboard
Systems") only in the manner expressly permitted by Shiftboard. Except for
this limited license, Shiftboard does not convey any interest in or to the Shiftboard
Systems, information or data available via the Shiftboard Systems (the
"Information"), Content, Services, Web Site or any other Shiftboard property
by permitting You to access the Web Site. Except to the extent required
by law or as expressly provided herein, none of the Content and/or
Information may be reverse-engineered, modified, reproduced,
republished, translated into any language or computer language,
re-transmitted in any form or by any means, resold or redistributed
without the prior written consent of Shiftboard. You may not make, sell, offer
for sale, modify, reproduce, display, publicly perform, import,
distribute, retransmit or otherwise use the Content in any way, unless
expressly permitted to do so by Shiftboard. |
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In addition to other restrictions set forth in these Terms of Use, You agree that:
(a) You shall not disguise the origin of information transmitted through the Web Site.
(b) You will not place false or misleading information on the Web Site.
(c)
You will not use or access any service, information, application or
software available via the Web Site in a manner not expressly permitted
by Shiftboard.
(d) You will not input or upload to the Web Site any
information which contains viruses, Trojan horses, worms, time bombs or
other computer programming routines that are intended to damage,
interfere with, intercept or expropriate any system, the Web Site or
Information or that infringes the Intellectual Property (defined below)
rights of another.
(e) Certain areas of the Web Site are restricted to customers of Shiftboard.
(f)
You may not use or access the Web Site or the Shiftboard Systems or Services
in any way that, in Shiftboard's judgment, adversely affects the performance
or function of the Shiftboard Systems, Services or the Web Site or interferes
with the ability of authorized parties to access the Shiftboard Systems,
Services or the Web Site.
(g) You may not frame or utilize framing
techniques to enclose any portion or aspect of the Content or the
Information, without the express written consent of Shiftboard. |
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Your use and access of the Scheduling Related Systems and Information are subject to the following terms:
(a)
The "Scheduling Related Systems" are comprised of the Shiftboard Systems which
are used to provide resource coverage scheduling and tracking at Shiftboard coverage locations and other functions and information related to the scheduling
of resources via Shiftboard. The Scheduling Related Systems and Information
gained from such systems ("Scheduling Information") are to be used by You
solely in connection with legal activities by or for You or on Your
behalf and for no other purpose.
(b) The Scheduling
Related Systems and Scheduling Information are the private property of
Shiftboard. Shiftboard authorizes You to use scheduling and communications functionality within the
Scheduling Related Systems solely to track information tendered by or for
You and for no other purpose. Without
limitation, You are not authorized to make the Scheduling Information
available on any Shiftboard or Shiftboard client web site or otherwise reproduce, distribute, copy,
store, use or sell the Scheduling Information for commercial gain without
the express written consent of Shiftboard and any applicable client organization. This is a personal service,
thus Your right to use the Scheduling Related Systems and Scheduling
Information is non-assignable unless otherwise authorized in writing. Any access or use that is
inconsistent with these terms is unauthorized and strictly prohibited.
(c)
Any use in connection with the Scheduling Related Systems of automated
inquiry devices, robots, or repetitive data gathering and extraction
tools, routines, scripts or other mechanisms with similar functionality
is expressly prohibited. |
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(a) Outbound Links.
The Web Site may contain links to third-party Web Sites and resources
(collectively, "Linked Sites"). These Linked Sites are provided solely
as a convenience to You and not as an endorsement by Shiftboard of the content
on such Linked Sites. Shiftboard makes no representations or warranties
regarding the correctness, accuracy, performance or quality of any
content, software, service or application found at any Linked Site. Shiftboard
is not responsible for the availability of the Linked Sites or the
content or activities of such sites. If You decide to access Linked
Sites, You do so at Your own risk. In addition, Your use of Linked
Sites is subject to any applicable policies and terms and conditions of
use, including but not limited to, the Linked Site's privacy policy.
(b) Inbound Links.
Linking to any page of the Web Site other than to http://www.Shiftboard.com
through a plain text link is strictly prohibited in the absence of a
separate linking agreement with Shiftboard. Any web site or other device that
links to http://www.Shiftboard.com or any page available therein is prohibited
from (a) replicating Content, (b) using a browser or border environment
around the Content, (c) implying in any fashion that Shiftboard or any of its
affiliates are endorsing it or its products, (d) misrepresenting any
state of facts, including its relationship with Shiftboard or any of its
affiliates, (e) presenting false information about Shiftboard products or
services, and (f) using any logo or mark of Shiftboard or any of its
affiliates without express written permission from Shiftboard.
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| Shiftboard
does not accept ideas, concepts, or techniques for new services or
products through the Web Site ("Comments"). If such Comments are
received, You acknowledge that (a) they will not be considered
confidential or proprietary, (b) Shiftboard and its affiliates are under no
obligation to keep such information confidential, and (c) Shiftboard will have
an unrestricted, irrevocable, world-wide, royalty-free right to use,
communicate, reproduce, publish, display, distribute, and exploit such
Comments in any manner it chooses. |
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| You
agree that Shiftboard, in its sole discretion, may terminate or suspend Your
use of the Web Site, the Shiftboard Systems, Information, Services and Content
at any time and for any or no reason in its sole discretion, even if
access and use continues to be allowed to others. Upon such
suspension or termination, You must immediately (a) discontinue use of
the Web Site, and (b) destroy any copies You have made of any portion
of the Content. Accessing the Web Site, the Shiftboard Systems,
Information or Services after such termination, suspension or
discontinuation shall constitute an act of trespass. Further, You
agree that Shiftboard shall not be liable to You or any third party for any
termination or suspension of Your access to the Web Site, the Shiftboard
Systems, Information and/or the Services. |
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SHIFTBOARD
MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING
THE WEB SITE, THE SHIFTBOARD SYSTEMS, THE SERVICES, THE INFORMATION OR THE
CONTENT. THE USE OF SAME IS AT YOUR OWN RISK.
THE WEB
SITE, THE SHIFTBOARD SYSTEMS, THE INFORMATION, THE SERVICES AND THE CONTENT
ARE PROVIDED ON AN "AS IS" BASIS. SHIFTBOARD, ITS LICENSORS, AND ITS
SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR
PURPOSE. SHIFTBOARD AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS,
SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED
ON OR THROUGH THE USE OF THE WEB SITE OR THE SHIFTBOARD SYSTEMS. NO
INFORMATION OBTAINED BY YOU FROM THE WEB SITE SHALL CREATE ANY WARRANTY
NOT EXPRESSLY STATED BY SHIFTBOARD IN THESE TERMS OF USE.
SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE
LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
IF YOU ARE DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE
WAIVED, IF ANY, ARE NOT AFFECTED BY THESE PROVISIONS. YOU AGREE
AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND
WARRANTY PROVIDED IN THESE TERMS OF USE ARE FAIR AND REASONABLE. |
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| TO
THE EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THAT SHIFTBOARD IS
OTHERWISE FOUND RESPONSIBLE FOR ANY DAMAGES, SHIFTBOARD IS RESPONSIBLE FOR
ACTUAL DAMAGES ONLY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL SHIFTBOARD, ITS AFFILIATES, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD
PARTIES MENTIONED AT THE WEB SITE BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS,
OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING
FROM THE USE OF OR INABILITY TO USE THE WEB SITE, THE SHIFTBOARD SYSTEMS,
INFORMATION, SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY,
CONTRACT, TORT, DELICT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT
SHIFTBOARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT
PERMITTED BY LAW, THE REMEDIES STATED FOR YOU IN THESE TERMS OF USE ARE
EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE
TERMS OF USE. |
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| Except
for historical information contained herein, the statements made in
this Web Site constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements
involve certain risks and uncertainties, including statements regarding
the intent, belief or current expectations of Shiftboard and its management
regarding the company's strategic directions, prospects and future
results. Certain factors may cause actual results to differ materially
from those contained in the forward-looking statements, including
economic and other conditions in the markets in which we operate, our
competitive environment, long-term regulatory, economic and other
effects from the events of September 11, 2001, strikes, work stoppages
and slowdowns, governmental regulation, increases in aviation and motor
fuel prices, cyclical and seasonal fluctuations in our operating
results, and other risks discussed in the company's filings with the
Securities and Exchange Commission, which discussions are incorporated
herein by reference. |
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TO
THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT
ANY PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE WEB SITE,
THE SHIFTBOARD SYSTEMS, INFORMATION, SERVICES AND CONTENT SHALL BE INSTITUTED
IN A STATE OR FEDERAL COURT SITTING IN THE COUNTY OF KING, STATE OF
WASHINGTON, UNITED STATES OF AMERICA AND YOU EXPRESSLY WAIVE ANY OBJECTION
THAT YOU MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE
JURISDICTION OF ANY SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR
CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEB SITE,
THE SHIFTBOARD SYSTEMS, INFORMATION, SERVICES AND/OR CONTENT MUST BE FILED
WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. |
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| To
the fullest extent permitted by law, these Terms of Use are governed by
the internal substantive laws of the State of Washington, U.S.A. excluding
(i) Washington’s conflicts of laws principles; (ii) the United Nations
Convention on Contracts for the International Sale of Goods; (iii) the
1974 Convention on the Limitation Period in the International Sale of
Goods; and (iv) the Protocol amending the 1974 Convention, done at
Vienna April 11, 1980. To the fullest extent permitted by law,
the controlling language for these Terms of Use is English. Any
translation has been provided for Your convenience, and You may view
the English language version by (a) returning to the home page for the
country that You have selected, (b) selecting the English link at the
top of the page, and (c) then clicking on the link to the Web Site
Terms of Use located at the bottom of the page. |
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| You
may not assign these Terms of Use or any of Your interests, rights or
obligations under these Terms of Use. If any provision of these
Terms of Use is found to be invalid by any court having competent
jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of these Terms of Use, which shall
remain in full force and effect. No waiver of any of these Terms
of Use shall be deemed a further or continuing waiver of such term or
condition or any other term or condition. |
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| You
may preserve these Terms of Use in written form by printing them for
Your records, and You waive any other requirement that these Terms of
Use be evidenced by a written document. |
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| EXCEPT
AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN
AGREEMENT BETWEEN YOU AND SHIFTBOARD OR IN THE APPLICABLE SHIFTBOARD RATE AND SERVICE
GUIDE, THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN YOU AND SHIFTBOARD WITH RESPECT TO THE USE OF THE WEB SITE, THE SHIFTBOARD
SYSTEMS, AND ANY SOFTWARE OR SERVICE, INFORMATION AND CONTENT CONTAINED
THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS
AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF. |
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Questions or comments regarding the Web Site may be submitted to Shiftboard Customer Service.
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1. User Eligibility
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