This ValuLogix Service Agreement (the "ValuLogix Services Agreement"), the ValuLogix Website Privacy Policy ("Privacy Policy"), together with all other applicable ValuLogix operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference (collectively, the "Agreement"), shall constitute the entire agreement between ValuLogix, an Internet property of ShiftLogix, LLC., a Delaware LLC ("ShiftLogix," "we" or "us"), and using the ValuLogix software platform operated by ShiftLogix (the "ValuLogix Service”, or “Service").

By submitting your registration to use the ValuLogix Service, you are confirming that you: (a) have fully read the Agreement; (b) understand all of the terms and conditions of the Agreement; and (c) agree to be fully bound by the Agreement.

ShiftLogix reserves the right to update and change the ValuLogix Service Agreement from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the ValuLogix Service Agreement. Continued use of the ValuLogix Service after any such changes shall constitute your consent to such changes.

Violation of any of the terms below will result in the termination of your Account. You agree to use the Service at your own risk.

1. THE VALULOGIX SERVICE

ShiftLogix will provide you with the ValuLogix Service for which you register on the ValuLogix website, subject to the terms and conditions of this Agreement. You acknowledge that the Services may be offered in various separately priced subscriptions or packages ("Subscription Service"), and you will only receive the Subscription Service that you have registered for, and for which you are paying all associated fees. THE WORDS “SUBSCRIPTION SERVICE” IN THIS AGREEMENT ALSO INCLUDES ANY FREE TRIAL PERIODS. Descriptions of each Service, and the various Service Plans that are available for each Service, are available on the ShiftLogix website.

You may upgrade to a higher Subscription Service, if available, at any time during the term of this Agreement by completing and submitting the ShiftLogix then-current ValuLogix upgrade request form. Upon any such upgrade, you agree to pay the increased fees for that Service Plan in accordance with this Agreement upon renewal.

ShiftLogix reserves the right to modify, enhance, or supplement the Service at any time in its sole discretion, provided that those modifications do not materially and adversely affect your rights or obligations under this Agreement.

2. REGISTRATION

To sign up for or receive any Service, you must be 18 years of age or older and submit or maintain on file with ShiftLogix certain registration data, as requested by the ShiftLogix online registration form for the ValuLogix Service. Such registration data shall include, but not be limited to, your name, address, email address, phone number, company name, company URL. ShiftLogix reserves the right, in its sole discretion, to refuse any registration or Service activation request for any reason or no reason, and shall not be obligated to provide any Service to you unless and until it has received payment for the applicable fee. The use of your registration information by ShiftLogix is governed by the ShiftLogix privacy policy ("Privacy Policy").

3. YOUR PROMISES AND OBLIGATIONS

AS A CONDITION OF RECEIVING ANY SERVICES, YOU PROMISE, REPRESENT, AND WARRANT THE FOLLOWING.

(a) All of the registration information you supply to ShiftLogix is true, complete, and accurate, and you will notify ShiftLogix of any changes to your registration data during the term of this Agreement and submit updated information within twenty (20) days of any such changes;

(b) None of the sites where you put the ShiftLogix code contains any: hate propaganda or material that encourages or promotes illegal activity or violence; content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights; material that promotes or utilizes software or services designed to deliver unsolicited email; material that violates any local, state, or national law or regulation; hacking code or uses automated scripts to generate high traffic; misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful; or other material that ShiftLogix, in its sole discretion, deems inappropriate, including any violations of standards posted on the ValuLogix or ShiftLogix websites or sent to you by email;

(c) You will safeguard your account user name and password by not disclosing your password to any third party, and you will assume responsibility for any and all harm or liability attributable to you or any other person accessing your account or any Service with your user name and password. Your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as permitted under your Subscription Service for which you are responsible. ShiftLogix cannot and will not be liable for any loss or damage from your failure to comply with this security obligation;

(d) You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, ValuLogix, or any other ShiftLogix service. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of ShiftLogix. You also agree not to decompile, disassemble or reverse engineer or otherwise attempt to derive or interfere with the code for the Software; adapt, alter, or create derivative works based on the Software or Help File or any data or information provided by the Service, without written permission from ShiftLogix.

(e) You will comply with all local, state, and federal laws and regulations governing your actions under this Agreement; and

(f) You are 18 years of age and have full power and authority to enter into this Agreement and to perform your obligations hereunder.

Without limiting its other remedies, ShiftLogix may refuse or cancel your account or Services at any time for any violation of the foregoing promises.

4. PAYMENT TERMS

You agree to pay ShiftLogix any set-up fees and recurring subscription fees listed on the ValuLogix website for the Subscription Service you select. Completion and submission of any Service activation form authorizes ShiftLogix to charge the credit card specified in your registration for all such fees and any related taxes corresponding to the selected Service. Such charges will be made on a periodic basis, coinciding with the subscription period for the selected Service (for example, monthly or annually). The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle. If you go over any thresholds exceeding your plan maximum, you will be notified by email and upgraded to the Subscription Service level that best matches your usage immediately. ShiftLogix will renew your Subscription Service at the upgraded rate and ShiftLogix may choose to bill your credit card the increased charges for the remaining billing period at a pro-rated rate. If you choose not to accept the upgrade and any additional fees despite going over your usage levels, then your sole remedy under this Agreement is to cancel Service.

Downgrading your Service may cause the loss of Content, features, or capacity of your Account. ShiftLogix does not accept any liability for such loss.

Any failure to pay the amounts due under this Agreement will be a material breach of your obligations under this Agreement. Without limiting any other remedies available to ShiftLogix, YOU AGREE TO FULLY REIMBURSE SHIFTLOGIX FOR ANY COSTS AND EXPENSES THAT SHIFTLOGIX MAY INCUR IN CONNECTION WITH COLLECTING OR ATTEMPTING TO COLLECT ANY SUCH UNPAID AMOUNTS.

Section 4.1 Price and Payment

Customer shall pay Service fees, in U.S. Dollars, as indicated at http://www.valulogix.com for the selected Subscription Service. ShiftLogix reserves the right to increase prices upon the expiration of the Customer's paid term. Price increases shall be posted on the ShiftLogix website 30 days prior to taking effect for existing customers.

Section 4.2. Method of Payment

A valid credit card is required to be on file for paying accounts. ShiftLogix accepts payment by Credit Card (Visa, MasterCard, Amex). You authorize ShiftLogix to charge the membership fees periodically as required by the Subscription Service to which you are registered.

Section 4.3. Chargebacks

Anytime a Chargeback Request is received from our Merchant Bank, ShiftLogix reserves the right to immediately suspend Customer's Account until the Chargeback Request has been formally resolved between ShiftLogix and the Merchant Service Authority. This process may take up to and possibly more than a week. If you are disputing a billing error, ShiftLogix encourages Customer to first contact ShiftLogix Customer Service (support@shiftlogix.com) to resolve any discrepancies and to avoid having Customer's Account suspended upon notification of a Chargeback. ShiftLogix reserves the right to refuse any additional service to Customer while a Chargeback Notice is pending investigation by the Merchant Service Authority.

5. PRICING CHANGES AND OTHER MODIFICATIONS

ShiftLogix may change its Service fees, or any other terms of this Agreement, at any time by updating the applicable pricing information or other terms posted on the ValuLogix website. New pricing terms will become effective immediately for new customers and for existing customers beginning with the first full billing cycle 30 days after ShiftLogix posts such changes to the ValuLogix website. Changes to terms not related to pricing will become effective fifteen (15) days after such notification. If you do not agree to any changes posted by ShiftLogix in accordance with this Section, you must cancel your account or the affected Service as provided herein before the given changes become effective; otherwise you will be deemed to have accepted and agreed to the changes.

6. SERVICE DURATION AND CANCELLATION

Unless stated otherwise on the ShiftLogix web pages applicable to a given Service, each Service will be provided and billed on a periodic subscription basis, measured from the beginning of the activation of the given Service.

At any time after activation of a Service, you may cancel that Service by providing written notice to ShiftLogix, in which case the Service will terminate on the date specified in the cancellation notice. If no date is specified, the Service will terminate at the end of the then-current billing period (for paid Services) or calendar month (for free Services). ShiftLogix also reserves the right to cancel any individual Service immediately and for any reason or no reason.

7. TERM AND TERMINATION

The term of this Agreement will begin on the date that ShiftLogix accepts your initial registration and will continue in force until terminated according to this section. Upon cancellation of all active Services, you may terminate your account and this Agreement by written notice to:

ShiftLogix LLC
P.O. Box #843
Buckingham, PA 18912

ShiftLogix also reserves the right to terminate your account and this Agreement immediately and without notice in the event that you breach any provision of this Agreement. No refunds will be available on account of any termination of this Agreement by You.

ShiftLogix, in its sole discretion, has the right to suspend or terminate your ValuLogix account and refuse any and all current or future use of the Service, or any other ShiftLogix service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. ShiftLogix reserves the right to refuse service to anyone for any reason at any time.

If ShiftLogix terminates this Agreement, your account, or any Service prior to the end of any active subscription period, and if you have not breached any provision of this Agreement, then you may request a partial refund of the fees that you have paid for that subscription period, based on the number of days remaining in the subscription period at the time of such termination. If your request is validly submitted in writing within thirty (30) days after such termination, then ShiftLogix will issue the appropriate credit to your credit card.

8. OWNERSHIP RIGHTS

You agree and understand that the Services and all graphic designs, icons, tags, HTML code, computer programming, and other elements incorporated therein are the exclusive property of ShiftLogix. In addition, you acknowledge that ShiftLogix owns all right, title, and interest in and to the ShiftLogix and ValuLogix trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the Service. Your rights to the Services are strictly limited to the rights expressly granted in this Agreement.

9. DISCLAIMER OF WARRANTY

ShiftLogix makes no guarantees of any kind regarding the use or the results derived from any Services in terms of dependability, accuracy, security, timeliness, availability, reliability, or usefulness. The Services and all related materials are provided "AS IS" without warranty of any kind. SHIFTLOGIX HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES AND RELATED MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SHIFTLOGIX DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL BE SUITABLE FOR YOUR NEEDS OR YOUR INTENDED APPLICATIONS, OR THAT THE SERVICES WILL BE COMPATIBLE WITH OR OPERATE IN THE HARDWARE, SOFTWARE, OR WEBSITE CONFIGURATIONS THAT YOU SELECT.

10. LIMITATION OF LIABILITY

IN NO EVENT WILL SHIFTLOGIX BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, LOSS OR DAMAGE OF DATA, AND DAMAGE TO BUSINESS REPUTATION, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT SHIFTLOGIX IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, IN NO EVENT WILL SHIFTLOGIX'S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY SHIFTLOGIX FROM YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENTS OR CIRCUMSTANCES GIVING RISE TO LIABILITY, OR, IF SUCH LIABILITY ARISES FROM ANY PARTICULAR SERVICE(S), THEN SHIFTLOGIX'S LIABILITY WILL BE LIMITED TO THE FEES YOU HAVE PAID TO SHIFTLOGIX FOR THE PARTICULAR SERVICE(S) DURING SUCH THREE-MONTH PERIOD.

WITHOUT LIMITING THE FOREGOING, SHIFTLOGIX IS NOT RESPONSIBLE FOR ANY OF YOUR DATA RESIDING ON SHIFTLOGIX HARDWARE. YOU ARE RESPONSIBLE FOR BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON SHIFTLOGIX'S HARDWARE OR NETWORK, WHETHER OR NOT SUCH INFORMATION IS PRODUCED THROUGH THE USE OF THE SERVICE.

11. INDEMNIFICATION

At the request of ShiftLogix, you agree to indemnify, hold harmless, defend ShiftLogix and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorneys' fees and expenses) incurred in connection with any claim related to (a) your breach of any term, condition, representation, warranty, or covenant in this Agreement; or (b) the information you supply to ShiftLogix, including your registration data. This obligation shall survive any termination of your relationship with ShiftLogix.

12. SOLE AND EXCLUSIVE REMEDY

If you are dissatisfied with any portion of any Service, your sole and exclusive remedy is to cancel your account or your subscription to the given Service according to this Agreement. No refunds are available.

13. ENTIRE AGREEMENT

This Agreement, along with all other terms, conditions, and policies of ShiftLogix referenced herein, constitutes the entire agreement between you and ShiftLogix with respect to the Services. If any part of this Agreement is held to be unenforceable, that part will be amended to achieve its intended effect as nearly as possible, and the remainder of the Agreement will remain in full force.

14. GOVERNING LAW AND VENUE

Except as relates to any federal law causes of action, this Agreement shall be governed in all respects by the substantive laws of the State of Pennsylvania, but excluding the application of Pennsylvania’s choice of law provisions. Any arbitration or provisional equitable action commenced by you, or arbitration, equitable, or other legal action in a court of law commenced by ShiftLogix, arising out of or relating to this Agreement, shall be commenced in or nearest to Bucks County, Pennsylvania. In any action commenced by ShiftLogix in a court of law, You irrevocably hereby submit and consent to and agree not to contest, object to, or challenge, the personal jurisdiction over you, by any court in Bucks County, Pennsylvania, in which such action is filed, as well as to the venue of such court, and you hereby waive any and all defenses, challenges, or objections related to personal jurisdiction and venue.

15. ENFORCEABILITY

You agree the Agreement and all terms and conditions herein are enforceable and are not unconscionable and not in violation of public policy. You agree the Agreement is not a contract of adhesion and that you had the power and control to reject, alter, and negotiate the terms and conditions herein. In the event any specific sentences, portions, or provisions of this Agreement are held by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, the remaining sentences, portions and provisions of this Agreement will remain binding and in full force and effect.

16. PRIVACY POLICY

ValuLogix Privacy Policy located and attached hereto at http://www.valulogix.com/Privacy and as may be amended from time to time is incorporated herein by reference as if fully set forth herein. To the extent there is any contradiction between this Agreement and the Privacy Policy, this Agreement shall control.

17. ACCEPTANCE

By clicking “I agree” You will be signing this Agreement with a binding electronic signature, and You acknowledge that You have read and understood this Agreement's terms and conditions, the disclaimers, the waivers of Your legal rights, that You understand the responsibilities and obligations this Agreement places on You, and that You agree to be legally bound by all the terms and conditions of this Agreement.

IF YOU DO NOT AGREE WITH OR UNDERSTAND ANY OF THESE TERMS OR CONDITIONS, DO NOT EXECUTE THIS AGREEMENT AND DO NOT INSTALL, DOWNLOAD, USE, OR OTHERWISE ACCESS THE SOFTWARE, THE SUBSCRIPTION SERVICE, ANY SHIFTLOGIX WEB SITES, OR ANY RELATED PRODUCTS OR SERVICES.