RESTAURANT & HOSPITALITY GIGS

Terms of Use

Last Updated: October 20th, 2016


Welcome to SpinGig™!

SpinGig™ is a website (“Site”) owned and operated by 21 Shifts, LLC (“21 Shifts,” “we,” or “us”). 21 Shifts provides a job notification service (the “Service”) that utilizes an online network to connect businesses in the hospitality industry (each, a “Business”, and collectively, “Businesses”) to individuals seeking opportunities (“you” or “SpinGig Provider”) based on business needs and individual skills. For purposes of these Terms of Use, the term “Site” includes any websites, web pages, mobile applications and mobile websites operated by SpinGig.com


By using the site, you Acknowledge and Accept these Terms Of Use

These terms of use (“Terms of Use”) between 21 Shifts and you set forth the contractual terms and conditions that govern your use of the Site and/or the Services. Please read these Terms of Use and the [Privacy Policy, which is incorporated into these Terms of Use] before using the Site or Services.
Please note that by accessing the Site or utilizing the Services, you agree to be bound by these Terms of Use whether or not you create a SpinGig Profile. If you are using the Site or any of the Services on behalf of an organization, company or other legal entity, you agree to be individually bound by these Terms of Use regardless of any agreement the applicable legal entity may have with us. Should you have any objections to any provisions contained in these Terms of Use, please do not use the Site or any of the Services offered through the Site, and please delete your Profile. These Terms of Use are subject to change at any time and all changes are effective when they are posted on the Site. Your use of the Site after changes are posted will constitute your acceptance of the revised Terms of Use. Use of the Site is void where prohibited.


you must meet certain eligibility criteria to use the site

To be eligible to access the Site, use our Services, and/or create a Profile, you must meet the following criteria:

  • Our Services are available only to individuals who are eighteen (18) years of age or older.
  • The Site and the Services are currently available only to individuals who are legally in the jurisdiction of the United States or the territory of Puerto Rico.
  • If you create a SpinGig Profile, you must be permitted to legally work within the United States.
  • You must not be a competitor of SpinGig.com or using our Services for reasons that are in competition with SpinGig.com.
  • You must have the right, authority and capacity to enter into these Terms of Use.
  • You must commit to abide by all of the terms and conditions in these Terms of Use.
  • You must not be subject to any contract or duty that would be breached by entering into or performing your obligations under these Terms of Use, or any SpinGig Engagement, or would otherwise be inconsistent with these Terms of Use or any SpinGig Engagement.

By accessing the Site or using the Service, you represent and warrant that you meet the eligibility criteria set forth in these Terms of Use. We are not responsible for any misrepresentations related to your age and reserve the right to terminate the Profile of any user whom we believe has provided false information to us or any other users.


BUSINESSES WILL ISSUE ALERTS WHEN NEW OPPORTUNITIES EMERGE.

When a Business desires to engage a SpinGig provider to render services, the Business will utilize the Site and Services to issue an alert to advertise the available opportunity (“Opportunity Alert”). Each Opportunity Alert will include (i) a description of the services to be provided by the SpinGig Providers, (ii) whether the Business is looking for an employee or independent contractor, (iii) applicable date(s) and time(s) associated with the Opportunity Alert, and (iv) the rate of payment associated with the Opportunity Alert. SpinGig Providers can use the Site to review Alerts and respond to Alerts to indicate their availability. If a Business elects to engage you to render services (a “SpinGig Engagement”), you will receive an additional alert to confirm the engagement (“Engagement Alert”) (Engagement Alerts and Opportunity Alerts are sometimes collectively referred to as “Alerts” in these Terms of Use).

By creating a Profile and accepting to receive Alerts, you agree to use your best efforts to perform each SpinGig Engagement such that the Services are satisfactory to the Business that first initiated the Opportunity Alert. Do not respond to an Opportunity Alert unless you are sure that you understand what you are being asked to deliver, can get to and from the Business location and can render the requested services in the requested time period.


BUSINESSES ARE SOLELY RESPONSIBLE FOR DETERMINING WHICH SPINGIG PROVIDER WILL BE SELECTED TO RENDER SERVICES

Each Business acknowledges and agrees that the Business will select a SpinGig Provider to render services based upon the sole determination of the Business based on the Profile created by the SpinGig Provider and any subsequent communications between the applicable SpinGig Provider and the Business. 21 Shifts makes no representations or warranties as to the skills, experience, background or education of any SpinGig Provider.
[Although 21 Shifts does not make any representations or warranties as to the skills, experience, background or education of any SpinGig Provider, 21 Shifts encourages Businesses to fill out a brief survey at the conclusion of each SpinGig Engagement to address the following criteria (collectively, the “Performance Criteria”):

  • The likelihood of hiring the selected SpinGig Provider again in the future
  • Punctuality
  • Professionalism
  • Work Product/Performance
  • Accuracy of Profile

YOU WILL SELECT BUSINESSES THAT PROVIDE WORKING CONDITIONS THAT ARE ACCEPTABLE TO YOU

Each SpinGig Provider acknowledges and agrees that the SpinGig Provider’s willingness to render services for a particular Business is based on the SpinGig Provider’s own determination that the Business offers work acceptable and appropriate for the applicable SpinGig Provider on terms that are acceptable to the SpinGig Provider.


YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT YOUR EMPLOYER

Each SpinGig Provider shall be solely responsible for the professional performance of the SpinGig Provider’s work, and each SpinGig Provider shall be solely liable for their acts, omissions and negligence. Each SpinGig Provider and Business acknowledges and agrees that


  • 21 Shifts assumes no responsibility for, and exerts no control over, any projects and/or work assigned to a SpinGig Provider by a Business.
  • 21 Shifts plays no role in a Business’s decision to engage a SpinGig Provider.
  • 21 Shifts does not direct the work of or supervise (to any degree, directly or indirectly) any SpinGig Provider, nor shall 21 Shifts determine any terms and conditions of SpinGig Provider’s employment relationship or independent contractor relationship with any Customer (including but not limited to rate of pay, performance evaluation, discipline and/or termination).
  • 21 Shifts merely provides on online network for SpinGig Providers to create Profiles and for Businesses to issue Alerts to encourage SpinGig Providers to accept certain work assignments.

There is no partnership, joint venture, or employer-employee relationship between 21 Shifts and you. You are not the agent of 21 Shifts and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of 21 Shifts. You are solely responsible for determining which Alerts you will choose to accept.


IF YOU ACCEPT A SPINGIG ENGAGEMENT, THE EMPLOYER OF RECORD WILL BE A BUSINESS.

If a Business elects to establish an employment relationship, you will become an employee of the Business and not 21 Shifts. At all times, the Business will maintain the exclusive supervision, direction and control of the day-to-day activities of each SpinGig Provider rendering services.  The Business shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Business’ property, including without limitation intellectual property.
Each Business acknowledges and agrees that SpinGig Providers are not employees or consultants of 21 Shifts and that 21 Shifts maintains no control over any SpinGig Engagement.


You Will Not Receive Benefits and/or Contributions

You are not entitled to or eligible for any benefits that 21 Shifts, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are a SpinGig Provider, 21 Shifts will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of 21 Shifts, or any affiliate of 21 Shifts (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by 21 Shifts, its parents, subsidiaries, affiliates or other related entities.


SINCE WE ARE NOT YOUR EMPLOYER, WE WILL NOT WITHOLD ANY TAXES

SpinGig Providers and Businesses are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from any SpinGig Engagement-related payments. SpinGig Providers and Businesses must comply with all applicable federal, state, local, and foreign laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.


SINCE WE ARE NOT YOUR EMPLOYER, YOU ARE NOT COVERED BY ANY INSURANCE MAINTAINED BY 21 SHIFTS

You acknowledge that you are not an employee of 21 Shifts.  As such, you are not covered by any insurance that may be provided by 21 Shifts to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Specifically, in the event that you are injured while working in the course and scope of SpinGig Engagement, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that 21 Shifts may provide to its employees.  Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of SpinGig Engagement, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that 21 Shifts may have, and that 21 Shifts is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.


ALL SPINGIG PROVIDERS AND BUSINESSES MUST COMPLY WITH APPLICABLE LAW, RULES, AND REGULATIONS

Businesses shall comply with all state, federal and local laws, rules and regulations that govern or relate to its business, workplace, employees, safety and government contracting. Businesses shall comply with all reasonable directives regarding health and safety.


YOU MUST NOT DISCLOSE ANY CONFIDENTIAL MATERIALS RECEIVED DURING A SPINGIG ENGAGEMENT

From time to time, you may be given access to confidential information in the course of performing SpinGig Engagements. You must (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these Terms of Use, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining 21 Shifts’ express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to 21 Shifts’ or any Business’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that 21 Shifts and/or the Business considers to be confidential or proprietary or 21 Shifts has a duty to treat as confidential.
You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or

Your obligations under these Terms of Use will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to 21 Shifts’ or the applicable Business’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by 21 Shifts, or is required by law or court order, provided that you immediately notify 21 Shifts in writing of such required disclosure and cooperate with 21 Shifts, at 21 Shifts’ reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

Upon 21 Shifts’ request and upon any termination or expiration of the agreement contemplated in these Terms of Use, you will promptly (a) return to 21 Shifts or, if so directed by 21 Shifts, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to 21 Shifts in writing that you have fully complied with these obligations.


you may not use or copy any site-related proprietary material without 21 shifts prior written consent

21 Shifts owns and retains all proprietary rights in the Site and the Services. All software, text, typefaces, graphics, layouts, content, data, formatting, designs, HTML, graphs, photographs, videos, designs, sounds, images, look and feel, and other content (“Proprietary Material”) on the Site or through the Services, and the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended, is owned by or licensed to 21 Shifts. All Proprietary Rights are protected in all forms and through all media and technologies now known or hereinafter developed. Users are prohibited from copying, downloading, using, redesigning, reconfiguring, or retransmitting any of the Proprietary Rights without 21 Shifts’s prior express written permission, unless such use falls under an exception. You are prohibited from posting, sending, sharing, or distributing any materials or content that they do not own or have permission to use. In addition to the termination of your account, violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and civil or criminal penalties. The Site and Services contain materials protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws and any use of such Proprietary Material is expressly prohibited without the prior permission of 21 Shifts or the relevant right holder or as otherwise permitted therein.


THE SpinGig™ TRADEMARK IS OWNED BY 21 SHIFTS

21 Shifts owns the service marks and trademarks 21 ShiftsTM, and all other trademarks, service marks, logos or trade names appearing on the Site or through the Services are the property of their respective owners. You may not copy or use any of the marks, logos or trade names without the prior express written notice of the owner. You acknowledge 21 Shifts’s rights and the rights of third parties with respect to those rights.


IF YOU BREACH THESE TERMS OF USE, YOU MUST INDEMNIFY 21 SHIFTS.

You will indemnify, defend, and hold harmless 21 Shifts and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in the agreement contemplated in these Terms of Use, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any SpinGig Engagement, which act or omission gives rise to any claim for damages against you, 21 Shifts and/or its parents, affiliates, employees or agents.  21 Shifts specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any SpinGig Engagement. 


THE SITE IS PROVIDED ON A “AS-IS” BASIS AND WE DISCLAIM ANY AND ALL WARRANTIES

The Site is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Site by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
You agree that 21 Shifts is not responsible for any incorrect or inaccurate content or information posted on the Site or in connection with the Services and no user should rely on 21 Shifts, any information therein, or the continuation of the Site or Services. We provide the platform for the Site and all information and Services on an “as is” and “as available” basis. We have no obligation to verify the identity of the individuals subscribing to our Services, nor do we have any obligation to monitor the use of Services by other users. Therefore, we disclaim all liability for identity theft or other misuse of your identity or information. We are not responsible for the conduct, whether online or offline, of any user of the Site or Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operations or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications, nor are we responsible for any problems or technical malfunctions whatsoever including, but not limited to, malfunctions of telephone networks or lines, computer online systems, servers or providers, computer equipment, software, failure of email, traffic congestion on the internet or at any website. Such malfunctions further include damage or injury to your or any other person’s computer or device relating to or resulting from participation or use of our Site or Services. 21 Shifts and its affiliates, advertisers, promoters, or distribution partners will in no way and under no circumstances be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or Services, whether online or offline. We do not control or review user generated content for accuracy. We do not provide any express warranties or representations. We disclaim any and all implied warranties and representations to the fullest extent permissible under applicable law, including, without limitation, all warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement. Should you become dissatisfied or harmed by the Site or Services, your sole and exclusive remedy is to terminate your account and remove your Profile. We are not responsible for any communications occurring on the Site or as a result of any of the Services and make no representations or warranties as to the delivery of any messages. Further, we do not represent or warrant that your use of the Site or Services will not infringe on the rights of third parties. Any material, service or technology described or used on the Site may be subject to intellectual property rights owned by third parties who have licensed such material, service or technology to 21 Shifts.


OUR LIABILITY UNDER THESE TERMS OF USE IS LIMITED

IN NO EVENT WILL 21 SHIFTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 21 Shifts’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE PRICE PAID BY YOU FOR YOUR PROFILE, OR, IF YOU HAVE NOT PAID SPINGIG FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00 OR ITS EQUIVALENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.


IF YOU DO NOT RESPOND TO ANY ALERTS FOR A 12 MONTH PERIOD, WE MAY TERMINATE YOUR ACCESS TO THE SITE AND REMOVE YOUR PROFILE

21 Shifts reserves the right to terminate your access to the Site, and remove your profile, if you have not accepted a SpinGig Engagement in the previous twelve calendar months or if you are in material breach of these Terms of Service. Termination or expiration of this the agreement contemplated in these Terms of Use, however, will not affect either party’s liability for any breach of these Terms of Use such party may have committed before such expiration or termination. By using the Site and or Services, SpinGig Providers acknowledge and agree that the provisions in these Terms of Use relating to confidentiality, representations and warranties, limitation of liability, and arbitration survive any termination or expiration of these Terms of Use.


YOU MAY NOT INVOLVE 21 SHIFTS IN DISPUTES WITH OTHER USERS

RELEASE In the event that you become involved in a dispute with one or more other users, you hereby release SpinGig from all claims, demands, or damages of every kind, whether known or unknown, suspected and unsuspected, disclosed and undisclosed, in any way connected with such disputes.


THESE TERMS OF USE ARE GOVERNED BY DELAWARE LAW

These Terms of Use or any claim, cause of action or dispute (“Claim”) arising out of or related to these Terms of Use shall be governed by the laws of the state of Delaware regardless of your country of origin or where you access 21 Shifts, and notwithstanding any conflicts of law principles.


BY ACCESS THE SITE OR USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO THE MANDATORY BINDING ARBITRATION PROVISIONS OUTLINED IN THESE TERMS OF USE

21 Shifts and each SpinGig Provider mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court.  The arbitration agreement contemplated in these Terms of Use is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply to any and all claims arising out of or relating to these Terms of Use, the SpinGig Provider’s provision of services to any Business, the payments received by SpinGig Provider for providing services to any Businesses, the termination of these Terms of Use, and all other aspects of the SpinGig Provider’s relationship with 21 Shifts, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to SpinGig Provider’s relationship or the termination of that relationship with 21 Shifts.    However, these Terms of Use do not apply to litigation between you and 21 Shifts pending in a state or federal court as of the date you began using the Site, nor does it apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable Executive Order.
If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period.  This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought.  Any demand for arbitration by SpinGig Provider must be delivered to Dan Mori at dan@spingig.com.


ANY ARBITRATION WILL BE GOVERNED BY THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION

Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:


  • The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules.  The arbitrator shall be an attorney with experience in the law underlying the dispute.
  • If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which the SpinGig Provider performed his contractual duties for 21 Shifts.
  • Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that 21 Shifts shall pay all of the Arbitrator’s fees and costs.
  • The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
  • Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
  • The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
  • The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.
  • Either 21 Shifts or SpinGig Provider may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in these Terms of Use may be rendered ineffectual.
  • Claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.
  • The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking Dan@SpinGig to provide a copy.

This arbitration agreement contemplated in these Terms of Use constitutes the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except as stated with regard to the Class Action Waiver, below, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.


YOU AGREE TO WAIVE ANY RIGHT TO BRING OR JOIN A CLASS ACTION LAWSUIT

21 Shifts and SpinGig Provider mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”).  Notwithstanding any other clause contained in these Terms of Use or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private attorney general action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, representative and/or private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.


WE MAY DISCONTINUE THE SITE WITHOUT NOTICE TO YOU

21 Shifts reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or the Service (or any part thereof) with or without notice. You agree that 21 Shifts shall not be liable to you or to any third party for any modification, suspension or discontinuance of the App or the Services.


THESE TERMS OF USE WILL REMAIN ENFORCEABLE EVEN IF ONE PROVISION IS DETERMINED TO BE INVALID OR UNENFOCEABLE.

If any provision of these Terms of Use is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.


YOU MAY NOT ASSIGN ANY RIGHTS UNDER THESE TERMS OF USE TO A THIRD PARTY.

You may not assign, subcontract, delegate, or otherwise transfer any rights or obligations under these Terms of Use without the prior written consent of 21 Shifts. You acknowledge and agree that 21 Shifts may assign its rights an obligations under these Terms of Use in the event of an acquisition, consolidation, merger, or other change of control. These Terms of Use will be then be binding upon the assignee(s).


21 SHIFTS WILL NOT WAIVE ANY RIGHTS BY FAILING TO ENFORCE A PROVISION ON A SINGLE OCCASSION

Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.