Terms of service

Effective: May 3, 2026

These Terms of Service ("Terms") are a legal agreement between FireBeyond Services, LLC, a Washington limited liability company doing business as ShiftBid ("ShiftBid," "we," "us," or "our"), and the entity that has accepted these Terms (the "Customer" or "you"). These Terms govern access to and use of ShiftBid's online scheduling platform and related services (the "Platform").

By accessing or using the Platform, by clicking "I agree," by signing an Order Form referencing these Terms, or by otherwise indicating acceptance, Customer agrees to these Terms. The individual accepting these Terms represents that they are authorized to bind Customer.

These Terms govern Platform use only. Commercial terms — including fees, subscription term, renewal mechanics, and service tiers — are set forth in a separate written order form, master subscription agreement, or similar instrument executed by the parties (each, an "Order Form"). In the event of a conflict between these Terms and an Order Form, the Order Form controls.

1. Definitions

"Authorized User" means an individual employed or engaged by Customer (including agency administrators, schedulers, supervisors, and crew members) whom Customer permits to access the Platform under Customer's account.

"Customer Data" means all data, information, and content that Customer or its Authorized Users submit to or generate within the Platform, including agency configuration data, employee records, schedules, bids, and availability submissions.

"Documentation" means the user guides, technical documentation, and policies made available by ShiftBid for the Platform.

"Platform" means ShiftBid's hosted scheduling and bid optimization software, including its constraint solver, web application, and any related services and Documentation.

"Subprocessor" means a third party engaged by ShiftBid to process Customer Data on ShiftBid's behalf in connection with delivering the Platform.

2. The Platform

ShiftBid provides a web-based platform for emergency medical services and fire-based EMS agencies to model their scheduling environments, run constraint-aware optimization, manage shift bidding, and publish work schedules. Subject to these Terms and any applicable Order Form, ShiftBid grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Platform for Customer's internal business operations.

3. Beta Service; Early Access

Customer acknowledges that the Platform is currently provided as a pre-launch, early-access service (the "Beta Service"). During the Beta Service period:

(a) The Platform is provided AS IS and AS AVAILABLE, without warranty of any kind.

(b) ShiftBid does not offer a service-level agreement, uptime guarantee, or support response time commitment, except as expressly set forth in a written Order Form.

(c) Features, interfaces, and behavior may change without notice. ShiftBid may modify, suspend, or discontinue any feature of the Platform at any time.

(d) Customer should maintain its own backups of any Customer Data critical to its operations and should not rely on the Platform as the sole system of record for legally required records.

(e) ShiftBid may transition the Platform from Beta Service to general availability at its discretion. ShiftBid will provide reasonable advance notice of material changes to these Terms in connection with that transition.

4. Account; Authorized Users

(a) Account creation. Customer must designate at least one administrator who is responsible for managing Customer's account, configuring the Platform, and inviting Authorized Users.

(b) Credentials. Customer is responsible for safeguarding all account credentials and for any activity that occurs under its account, including activity by its Authorized Users.

(c) Authorized Users. Customer is responsible for (i) ensuring that each Authorized User complies with these Terms, (ii) the acts and omissions of its Authorized Users, and (iii) promptly disabling access for any Authorized User whose access should be revoked. Customer's obligations under these Terms apply equally to its Authorized Users, and Customer will ensure its Authorized Users understand and observe them.

(d) Notification. Customer will notify ShiftBid promptly of any actual or suspected unauthorized access to its account.

5. Customer Responsibilities and Compliance

The Platform is a tool that helps Customer model, evaluate, and execute scheduling decisions. Customer remains the sole decision-maker and is responsible for compliance with all applicable laws, contracts, and policies governing those decisions.

(a) Configuration. Customer is solely responsible for configuring the Platform to reflect its actual operational, contractual, and legal environment, including unit and station structure, certifications, shift patterns, work-period definitions, overtime thresholds, FLSA Section 207(k) elections, collective bargaining agreement terms, and any other constraints applicable to its workforce.

(b) Legal compliance. Customer is solely responsible for ensuring that its scheduling practices comply with applicable federal, state, and local law, including the Fair Labor Standards Act and any state wage-and-hour laws, regulations governing emergency services personnel, and the terms of any collective bargaining agreements. The Platform does not provide legal advice. Any guidance, defaults, or examples provided by the Platform or Documentation are for informational purposes only and do not constitute legal counsel.

(c) Solver output. Schedules and assignments produced by the Platform's optimization engine are recommendations based on the constraints and inputs Customer provides. Customer is responsible for reviewing solver output before publishing schedules and for confirming that any published schedule meets Customer's operational, legal, and contractual obligations.

(d) Data accuracy. Customer warrants that Customer Data submitted to the Platform — including employee records, certifications, seniority, and availability — is accurate and that Customer has all rights necessary to provide it for processing under these Terms.

(e) Authorized purpose. Customer will use the Platform only for lawful workforce scheduling purposes and only for personnel of agencies under Customer's control.

6. Operational and Safety Limitations

The Platform is workforce scheduling software. It is not, and is not designed to be, computer-aided dispatch, real-time staffing management, deployment, or emergency response software. ShiftBid is not responsible for:

(a) the actual coverage of any shift, unit, or station;

(b) responses to emergency calls or service requests;

(c) decisions about where, when, or how to deploy personnel or apparatus; or

(d) Customer's obligations to the public, to regulators, or to its personnel under any service contract, statute, regulation, or collective bargaining agreement.

Customer remains solely and continuously responsible for ensuring that its agency is appropriately staffed and equipped to meet its public-safety obligations.

7. Acceptable Use

Customer and its Authorized Users will not:

(a) use the Platform to violate any applicable law, regulation, or third-party right;

(b) reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the Platform, except to the extent expressly permitted by applicable law;

(c) circumvent or attempt to circumvent any access controls, rate limits, or technical protections;

(d) use the Platform to develop a competing product or to benchmark against the Platform without ShiftBid's prior written consent;

(e) introduce malicious code or attempt to disrupt or compromise the integrity, security, or performance of the Platform; or

(f) resell, sublicense, or make the Platform available to any third party other than Authorized Users.

8. Customer Data

(a) Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data.

(b) License to ShiftBid. Customer grants ShiftBid a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Platform, to support Customer, and to comply with law.

(c) Aggregated data. ShiftBid may generate de-identified, aggregated data derived from Platform usage and Customer Data ("Aggregated Data"). Aggregated Data does not identify Customer or any individual and is owned by ShiftBid. ShiftBid will use Aggregated Data only for product improvement, benchmarking, analytics, and similar purposes.

(d) Privacy. ShiftBid's processing of personal information contained in Customer Data is governed by ShiftBid's Privacy Policy, which is incorporated by reference.

(e) Export and deletion. During the subscription term and for thirty (30) days after termination, Customer may export Customer Data through the Platform's standard export functionality. After that period, ShiftBid may delete Customer Data, subject to any retention required by law and to the archival data described in the Documentation.

9. Intellectual Property

(a) ShiftBid IP. ShiftBid and its licensors own all right, title, and interest in and to the Platform, including all software, models, algorithms, user interfaces, Documentation, and any improvements, modifications, or derivative works thereof. Except for the access rights expressly granted in these Terms, no rights in the Platform are granted to Customer by implication, estoppel, or otherwise.

(b) Feedback. If Customer or its Authorized Users provide suggestions, ideas, or feedback regarding the Platform, ShiftBid may use such feedback for any purpose without restriction or compensation.

10. Confidentiality

(a) Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Data is Customer's Confidential Information. The Platform's non-public features, algorithms, pricing, and roadmap are ShiftBid's Confidential Information.

(b) Obligations. Recipient will (i) use the Discloser's Confidential Information only as necessary to perform under these Terms, (ii) protect it with the same degree of care it uses for its own confidential information of similar importance, and in no event less than reasonable care, and (iii) not disclose it to any third party except to its employees, contractors, advisors, and Subprocessors who need access for purposes consistent with these Terms and who are bound by confidentiality obligations no less protective than those in this section.

(c) Exceptions. Confidential Information does not include information that (i) is or becomes publicly available without breach of these Terms, (ii) was known to Recipient without confidentiality restriction before disclosure, (iii) is rightfully received from a third party without confidentiality obligation, or (iv) is independently developed by Recipient without use of the Discloser's Confidential Information.

(d) Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient gives Discloser reasonable advance notice (where legally permitted) so that Discloser may seek a protective order.

11. Subprocessors

ShiftBid uses third-party Subprocessors to provide the Platform. The current list of Subprocessors is maintained in ShiftBid's Privacy Policy. ShiftBid remains responsible for the acts and omissions of its Subprocessors with respect to Customer Data to the same extent as if performed by ShiftBid.

12. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER FORM SIGNED BY SHIFTBID, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND SHIFTBID DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SHIFTBID DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SCHEDULE PRODUCED BY THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR BE FREE OF CONFLICTS WITH APPLICABLE LAW, COLLECTIVE BARGAINING AGREEMENTS, OR INTERNAL POLICIES.

13. Limitation of Liability

(a) Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SHIFTBID UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. WHERE NO FEES HAVE BEEN PAID — INCLUDING DURING ANY FREE OR DESIGN-PARTNER ACCESS — EACH PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

(b) No indirect damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) Excluded claims. "Excluded Claims" means (i) breach of confidentiality obligations under Section 10, (ii) a party's indemnification obligations under Section 14, (iii) Customer's payment obligations, and (iv) liability that cannot be limited under applicable law (including liability for gross negligence, willful misconduct, or fraud).

(d) Allocation of risk. The limitations in this Section 13 are an essential part of the bargain between the parties and apply notwithstanding the failure of any limited remedy to achieve its essential purpose.

14. Indemnification

(a) By ShiftBid. ShiftBid will defend Customer against any third-party claim alleging that the Platform, when used in accordance with these Terms, infringes or misappropriates any U.S. patent, copyright, trademark, or trade secret of such third party, and will indemnify Customer for damages and costs finally awarded against Customer or agreed in settlement by ShiftBid. ShiftBid has no obligation under this section for any claim arising from (i) Customer Data, (ii) modifications to the Platform not made by ShiftBid, (iii) combination of the Platform with products or services not provided by ShiftBid, or (iv) use of the Platform other than in accordance with these Terms or the Documentation.

(b) By Customer. Customer will defend ShiftBid against any third-party claim arising from (i) Customer Data, (ii) Customer's or its Authorized Users' violation of these Terms or applicable law, (iii) Customer's scheduling, employment, or staffing decisions, or (iv) any dispute between Customer and its personnel, contractors, or labor representatives, and will indemnify ShiftBid for damages and costs finally awarded against ShiftBid or agreed in settlement by Customer.

(c) Procedure. The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided the indemnifying party may not settle any claim that requires the indemnified party to admit fault or pay any amount, without the indemnified party's consent), and (iii) provide reasonable cooperation at the indemnifying party's expense.

(d) Sole remedy. This Section 14 states the indemnifying party's sole liability and the indemnified party's exclusive remedy for any third-party claim covered by this section.

15. Term and Termination

(a) Term. These Terms apply from the date of acceptance until terminated as set forth herein or in an applicable Order Form.

(b) Termination for breach. Either party may terminate these Terms (and any associated Order Form) on written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of it.

(c) Termination for convenience by ShiftBid. During the Beta Service period, ShiftBid may terminate access to the Platform on thirty (30) days' written notice for any reason.

(d) Effect of termination. Upon termination: (i) Customer's right to access the Platform ceases; (ii) the export and deletion provisions of Section 8(e) apply; and (iii) any provisions that by their nature should survive termination — including Sections 8 (with respect to deletion), 9, 10, 12, 13, 14, 17, and 18 — survive.

(e) Suspension. ShiftBid may suspend Customer's access to the Platform without notice if ShiftBid reasonably determines that continued access poses a security risk, would violate law, or would materially disrupt the Platform for other customers. ShiftBid will restore access promptly once the basis for suspension is resolved.

16. Modifications to These Terms

ShiftBid may modify these Terms from time to time. ShiftBid will provide reasonable notice of material changes by email to Customer's account contact, by posting on the Platform, or by updating the Effective Date at the top of these Terms. Continued use of the Platform after the effective date of the modified Terms constitutes acceptance of them. If Customer does not accept a material modification, Customer's sole remedy is to terminate use of the Platform under Section 15(b).

17. Governing Law; Venue; Jury Trial Waiver

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Thurston County, Washington for any dispute arising out of or relating to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. The parties waive any right to a jury trial. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. General Provisions

(a) Entire agreement. These Terms, together with any Order Form, the Privacy Policy, and any Documentation expressly incorporated, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements on the subject.

(b) Amendments. Except as set forth in Section 16, no amendment to these Terms is effective unless in a writing signed by both parties.

(c) Assignment. Customer may not assign these Terms without ShiftBid's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all its assets, provided that the successor is not a competitor of ShiftBid. ShiftBid may assign these Terms without consent. Any attempted assignment in violation of this section is void.

(d) Notices. Notices to ShiftBid must be in writing and sent to legal@shiftbid.io, with a copy by mail to FireBeyond Services, LLC at the address provided on shiftbid.io. Notices to Customer may be sent to the email address associated with Customer's account.

(e) Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

(f) No third-party beneficiaries. These Terms do not confer any rights or remedies on any person other than the parties.

(g) Force majeure. Neither party is liable for any delay or failure to perform (other than Customer's payment obligations) caused by events beyond its reasonable control, including acts of God, war, civil disturbance, labor disputes, governmental action, or failure of telecommunications or internet infrastructure.

(h) Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

(i) Waiver. A failure to enforce any right under these Terms is not a waiver of that right.

(j) Headings. Section headings are for convenience only and do not affect interpretation.

19. Contact

FireBeyond Services, LLC, d/b/a ShiftBid
Email: legal@shiftbid.io