Terms of Service

1. Acceptance and the parties

These Terms of Service (the “Terms”) are entered into between ShiftMod AI (“ShiftMod AI,” “we,” or “us”) and the entity or individual accepting them (“Customer,” “Firm Customer,” or “you”). If you accept the Terms on behalf of a law firm or other organization, you represent that you have authority to bind that organization, and “you” means that organization.

If you do not agree with any part of these Terms, do not access or use the Service.

2. Definitions

• “Service” means the ShiftMod AI Legal Receptionist platform, including the marketing site at www.shiftmodai.com, the multi-tenant application, the voice-AI receptionist that answers inbound calls, and all associated dashboards, APIs, and documentation.
• “Customer Data”means data submitted by Customer, captured from Customer's inbound callers, or otherwise processed through the Service on Customer's behalf. Customer Data includes audio recordings, transcripts, and intake fields.
• “End Caller” means an individual who places an inbound call to a phone number Customer has connected to the Service.
• “Documentation” means the technical and user-facing documentation provided or referenced through the Service.
• “Order Form” means a written or electronic ordering document signed or accepted by Customer that references these Terms.

3. Eligibility

The Service is offered only to (a) law firms and legal-service providers in good standing in their jurisdiction(s) of practice and (b) the authorized employees, officers, contractors, and agents of those firms. By accepting these Terms, you represent that you fall into one of these categories. We may refuse, suspend, or terminate access where eligibility cannot be reasonably confirmed.

4. Accounts and security

Customers may only be provisioned by an authorized administrator of ShiftMod AI or by a Customer administrator with delegated provisioning rights. End-user access is via authenticated sign-in (Google, Microsoft, or one-time email magic link). You are responsible for: (i) maintaining the confidentiality of all credentials issued to you; (ii) all activity that occurs under your account; and (iii) promptly notifying us at legal@shiftmodai.comof any suspected unauthorized access. You must not share credentials, share magic-link emails, or attempt to access another Customer's tenant.

5. License grant and restrictions

Subject to your compliance with these Terms and payment of applicable fees, ShiftMod AI grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business operations during the subscription term.

You will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Service.
• Resell, sublicense, lease, time-share, or use the Service to provide services to third parties outside the scope of your subscription.
• Use the Service to send or transmit unlawful, harassing, defamatory, threatening, obscene, or otherwise objectionable content.
• Use the Service to violate any applicable law, regulation, or rule of professional conduct, including the unauthorized practice of law.
• Circumvent security features, rate limits, or access controls; probe, scan, or test the vulnerability of the Service except in accordance with a written agreement.
• Use the Service to develop, train, or improve a competing voice-AI receptionist or intake product.

6. The Service is not legal advice

The Service is a triage and intake tool. The AI receptionist is designed to answer inbound calls, capture caller-supplied facts, surface conflict-screen prompts for your team's manual review, and support consult scheduling through booking links or other configuration you provide. It does not and will not:

• Provide legal advice or evaluate the legal merit of a matter.
• Form an attorney-client relationship with any End Caller.
• Quote fees, accept retainers, or sign engagement letters on behalf of Customer.
• Render any opinion on the value, viability, or strategy of a case.
• Run automated conflict-of-interest matching or clear conflicts without human review by Customer.

Customer remains solely responsible for: confirming or rejecting any prospective attorney-client relationship; running its own formal conflict-of-interest checks; providing legal advice; complying with the rules of professional conduct of every jurisdiction in which it practices (including the Law Society of Ontario and analogous provincial or state regulators); complying with unauthorized-practice-of-law rules; and complying with applicable call-recording and monitoring disclosure laws.

7. Customer Data, ownership, and license to us

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ShiftMod AI a worldwide, royalty-free, non-exclusive license during the subscription term to host, copy, process, transmit, and display Customer Data solely as necessary to provide, secure, and improve the Service for Customer.

ShiftMod AI may use aggregated, de-identified data derived from Customer Data — that cannot reasonably be used to identify Customer, an End Caller, or any individual — to operate, secure, benchmark, and improve the Service.

Customer represents and warrants that it has all rights, consents, and disclosures required to (a) connect its inbound phone numbers to the Service, (b) cause End Caller conversations to be recorded and transcribed in the manner this Service operates, and (c) provide Customer Data to ShiftMod AI under these Terms.

8. Privacy and security

Our handling of personal information is governed by our Privacy Policy. For Firm Customers processing personal information of EU/UK residents or where a Data Processing Addendum (DPA) is required, our DPA is available on request and forms part of these Terms once executed. We implement administrative, physical, and technical safeguards designed to protect Customer Data, including the security measures described in our Privacy Policy.

9. Fees, billing, and taxes

Fees, billing frequency, included call volume, and any overage or usage-based charges are set out on the applicable Order Form or subscription plan in effect at the time of purchase. Unless otherwise stated:

• Fees are stated on the applicable Order Form and exclude applicable taxes, levies, and duties unless otherwise specified.
• Fees are non-refundable except as expressly stated in these Terms or required by law.
• We may change fees for renewal terms by giving at least thirty (30) days' advance notice before the start of the new term. Continued use after the new term begins constitutes acceptance of the new fees.
• Customer is responsible for sales, use, value-added, and similar taxes (other than taxes on ShiftMod AI's net income).

10. Term and termination

The subscription term begins on the effective date of the applicable Order Form (or first sign-in for plans without a separate Order Form) and continues for the period stated, renewing automatically unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term.

Either party may terminate immediately for the other's material breach if the breach is not cured within thirty (30) days of written notice. ShiftMod AI may suspend or terminate access without notice if it reasonably determines that continued access poses a security risk, violates law, or risks substantial harm to ShiftMod AI or its other customers.

On termination: (a) all rights granted to Customer cease; (b) Customer may export Customer Data during the export period described in the Privacy Policy or applicable Order Form; (c) after that period, ShiftMod AI may delete Customer Data in accordance with the Privacy Policy, except records required to be retained by law, under legal hold, or under a contracted archival arrangement; and (d) provisions that by their nature should survive termination (including Sections on Customer Data, IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive.

11. Intellectual property

ShiftMod AI and its licensors retain all right, title, and interest in and to the Service, the underlying software, the AI models, voice synthesis, transcription technology, the marketing site, and all Documentation, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth in these Terms.

If Customer provides feedback, suggestions, or ideas about the Service, ShiftMod AI may use them without obligation or compensation.

12. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will: (a) use Confidential Information only to exercise rights and perform obligations under these Terms; (b) protect it with the same standard of care used for its own confidential information, but no less than reasonable care; and (c) not disclose it to third parties other than its employees, agents, and contractors who are bound by similar confidentiality obligations. These obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice to the other party where legally permitted).

13. Warranty disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, SHIFTMOD AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, NOR THAT AI-GENERATED TRANSCRIPTS, SUMMARIES, OR FACT EXTRACTION WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SHIFTMOD AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to:

• Customer's payment obligations.
• A party's indemnification obligations under Section 15.
• Breach of confidentiality.
• Damages that cannot be limited under applicable law.

15. Indemnification

Customer will defend, indemnify, and hold harmless ShiftMod AI and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding arising out of or related to: (a) Customer's breach of these Terms; (b) Customer Data or Customer's use of the Service in violation of law or professional conduct rules (including UPL and recording-disclosure laws); (c) Customer's alleged failure to obtain required consents or disclosures from End Callers; or (d) any claim by an End Caller, opposing party, court, or regulator relating to legal advice or the absence thereof.

ShiftMod AI will defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, as provided by ShiftMod AI and used in accordance with these Terms, directly infringes a U.S. patent, copyright, or trademark.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Except as otherwise provided, the parties irrevocably attorn to the exclusive jurisdiction of the courts located in Ontario, Canada for any dispute arising out of or relating to these Terms or the Service.

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property or breach of confidentiality.

17. Class proceedings waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

18. Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events outside its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, telecommunications or internet outages, or failures of upstream service providers.

19. Modifications

ShiftMod AI may update these Terms from time to time. Material changes will take effect no sooner than thirty (30) days after we provide notice (by email to the account administrator on file or a prominent notice in the Service). If you do not agree to the changes, your sole remedy is to terminate your account and stop using the Service before the effective date.

20. General

• Assignment.Customer may not assign these Terms without ShiftMod AI's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets that is not a competitor of ShiftMod AI. ShiftMod AI may assign these Terms freely.
• Notices. Notices to ShiftMod AI must be sent to legal@shiftmodai.com. Notices to Customer will be sent to the email on file for the account administrator.
• Severability. If any provision is held unenforceable, the remaining provisions will continue in full force.
• No waiver.A party's failure to enforce any right is not a waiver of that right.
• Independent contractors. The parties are independent contractors. No agency, partnership, or joint venture is created.
• Entire agreement. These Terms, together with any Order Form, DPA, and our Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings.

21. Contact

Questions about these Terms can be sent to legal@shiftmodai.com or to hello@shiftmodai.com.