Terms of Service

Effective date: 2026-05-23. Version 1.1.

1. The Service

ShiftManagerAI is a workforce-scheduling platform that includes manager and employee interfaces, an AI assistant, automated message delivery over WhatsApp, Telegram, and email, and related features described at shiftmanager.ai (the "Service").

2. Accounts

To use the Service you must create an account and provide accurate information. The Manager who creates an organization is responsible for: (a) the accuracy of Customer Data they enter, including employee names and contact details; (b) keeping their credentials confidential; (c) the actions of all users they invite; and (d) ensuring they have the rights and consents needed to upload Customer Data and to send messages to employees through the Service.

3. Acceptable use

You will not, and will not permit anyone to:

• send marketing, promotional, harassing, deceptive, or unlawful content through the Service's messaging features;
• send messages to recipients without a valid lawful basis or, where required, recipient consent;
• impersonate another person or organization, or misrepresent your affiliation;
• use the Service to violate the WhatsApp Business Messaging Policy, Telegram Bot Terms, or any sending rules of the email provider, or any applicable telecom or anti-spam law;
• attempt to access data belonging to another organization, circumvent rate limits, reverse-engineer the Service, or probe for vulnerabilities without prior written authorization from us;
• use the Service to develop a competing product or train AI models.

We may suspend or terminate accounts that violate this Section, with or without prior notice depending on severity.

4. Customer Data and ownership

You retain all rights, title, and interest in Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and create necessary derivatives of Customer Data solely as required to provide the Service to you, comply with law, and enforce these Terms. We will not access Customer Data for any other purpose. We do not use Customer Data to train AI models, sell it, or share it for advertising.

Our processing of Customer Data is subject to our Privacy Policy and the Data Processing Agreement available on request at privacy@shiftmanager.ai.

5. Messaging channels

When you instruct the Service to deliver messages over WhatsApp, Telegram, or email, you (the Customer) are the Controller of that messaging activity, we act as your Processor, and the messaging vendor (Meta, Telegram, our email provider) acts as a Sub-Processor under their respective business terms. You are responsible for complying with all rules of those vendors, including obtaining recipient consent where required by their policies or by law.

We do not guarantee delivery, delivery time, that recipient devices will display the message, or that a recipient's account or number will remain reachable. Quality scores, account suspensions, template rejections, or rate limits imposed by these vendors may interrupt delivery. We will provide reasonable visibility into delivery status but bear no liability for the underlying vendors' decisions.

6. AI features

The Service includes an AI assistant that generates suggestions, summaries, and proposed actions ("AI Output"). AI Output is generated by third-party large language models on our request. AI Output may be inaccurate, incomplete, or unsuitable for your situation. You are responsible for reviewing AI Output before relying on or acting on it.

We do not warrant that AI Output is free of error or non-infringing. Subject to Section 9, we are not liable for damages arising from your use of, reliance on, or actions taken in response to AI Output. AI Output is not legal, employment, compliance, financial, or professional advice.

The IP indemnity in Section 10 does not cover claims arising out of AI Output.

7. Fees and billing

Where the Service is offered on a paid basis, fees and billing terms are described at sign-up or in a separate written order. Fees are non-refundable except where required by law. We may revise prices on at least 30 days' notice.

8. Term and termination

These Terms apply for as long as you have an account. Either party may terminate for convenience at any time. We may terminate or suspend immediately for material breach of these Terms, abuse of messaging channels, or non-payment. On termination, your right to use the Service ends; we will delete or anonymize Customer Data per our Privacy Policy. Sections 4 (Customer Data ownership), 6 (AI features), 9 (Disclaimer and liability), 10 (Indemnification), and 12 (Governing law and disputes) survive termination.

9. Disclaimer and limitation of liability

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of AI Output. We do not warrant that the Service will be uninterrupted, error-free, secure against all attacks, or fit your specific purpose.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility. Each party's aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the fees you paid us in the twelve months preceding the event giving rise to the claim, or (b) USD 100. The limits in this Section do not apply to: a party's indemnification obligations under Section 10; breach of confidentiality; gross negligence or wilful misconduct; or amounts that cannot be excluded under applicable law.

10. Indemnification

By you: you will defend and indemnify us against third-party claims arising out of (a) your or your users' breach of Sections 3 or 5, (b) your Customer Data infringing the rights of a third party or violating law, or (c) your sending messages without the consent or lawful basis required by applicable anti-spam or telecom law.

By us: we will defend and indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual-property rights. Our obligation excludes claims arising from (i) AI Output, (ii) Customer Data, (iii) modifications to the Service not made by us, or (iv) use of the Service in combination with anything not provided by us. Our liability under this paragraph is capped per Section 9.

Indemnification is conditioned on prompt written notice, sole control of the defense by the indemnifying party, and reasonable cooperation by the indemnified party.

11. Confidentiality

Each party will protect the other party's non-public business and technical information with at least the same care it uses for its own confidential information (and not less than reasonable care), and will use it only to perform these Terms. Customer Data is treated as Customer's confidential information.

12. Governing law and disputes

These Terms are governed by the laws of the State of Israel, without regard to its conflict-of-laws principles. The competent courts of the State of Israel have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service. Nothing in this Section limits either party's right to seek injunctive relief in any competent court to protect its intellectual-property or confidentiality rights.

13. General

• Updates: we may update these Terms from time to time. Material changes will be communicated to Managers by email at least 14 days before they take effect. Continued use of the Service after that date is acceptance of the updated Terms.
• Force majeure: neither party is liable for failure or delay caused by events beyond its reasonable control (acts of God, war, terrorism, strikes, third-party network or vendor outages, government action).
• Assignment: you may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
• Waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• Entire agreement: these Terms, the Privacy Policy, the DPA (where executed), and any order form together constitute the entire agreement and supersede prior agreements on the subject matter.
• Notices: to us, by email to legal@shiftmanager.ai; to you, to the email address on the account.
• No agency: these Terms create no partnership, joint venture, agency, or employment relationship.
• Beta features: features identified as "beta", "preview", "experimental", or similar are provided as-is, may change or be discontinued, and are excluded from any service-level expectations.

14. Definitions

• AI Output — content generated by the Service's AI assistant.
• Customer Data — data the Customer or its users submit to or generate through the Service, including employee records, schedules, availability marks, and message content.
• Manager — a Customer administrator with a ShiftManagerAI account.
• Sub-Processor — a third party we engage to process Customer Data on our behalf.

15. Contact

Legal: legal@shiftmanager.ai
Privacy: privacy@shiftmanager.ai
Security: security@shiftmanager.ai

עברית.