Shiftlab Biometrics Addendum
Last Updated: January 16, 2023
You and Shiftlab, Inc. ("Shiftlab") are parties to an existing Subscription and Services Agreement or Beta License Agreement (the "Existing Agreement"). In addition to the Shiftlab Services or Software defined and offered under the Existing Agreement (the "Shiftlab Services"), Shiftlab also offers biometrics features embedded in the time clock module ("Shiftlab Time") of the Shiftlab Services ("Shiftlab Biometrics"). Accordingly, the parties wish to enter into an agreement that governs the use of Shiftlab Biometrics due to the rapid changes in the laws and regulations on biometric information and the need for Shiftlab to limit its risk in providing Shiftlab Biometrics to you.
This Shiftlab Biometrics Addendum ("Biometrics Addendum") between you and Shiftlab governs your use of the Shiftlab Biometrics should you choose to enable it. This Biometrics Addendum is in addition to the terms and conditions of your Existing Agreement with Shiftlab, which is incorporated into this document by reference. In the event of any conflict between this Addendum and Existing Agreements, notwithstanding anything to the contrary, this Addendum shall prevail. By accepting this Biometrics Addendum, you acknowledge and agree to all the terms and conditions contained herein.
Shiftlab Biometrics is offered solely for the purpose of authenticating the identity of a Shiftlab Time user ("End-User"). Shiftlab Biometrics uses fingerprint minutiae based on the End-User's fingerprint pattern and will confirm the End-User's identity by comparing and matching the fingerprint minutiae. Shiftlab will not collect or store fingerprint patterns. The intended purpose is to ensure the accurate tracking of an End-User's working hours, specifically to ensure that punching in and out of Shiftlab Time is performed by the End-User and no other persons. The parties acknowledge that fingerprint scanning is unique to an individual and is the only authentication methodology suited for this purpose.
You agree to use Shiftlab Biometrics only for the purpose it was designed and intended for. Furthermore, you are responsible for the acts and omissions of your End-Users. You will implement reasonable controls to ensure that each End-User's access to and use of Shiftlab Biometrics is in compliance with this Biometrics Addendum and the Existing Agreement.
Due to laws and regulations governing biometric information, Shiftlab Biometrics is offered to you only in the United States. Furthermore, End-Users must be located physically in the United States to use Shiftlab Biometrics. When enabled, each End-User will be shown a privacy policy which, among other things, affirms the End-User rights over their personally identifiable information ("PII"), including the ability to delete their PII such as fingerprint minutiae.
Notwithstanding anything to the contrary in the Existing Agreement, Shiftlab Biometrics is provided "AS IS" and without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose. Further, Shiftlab does not warrant or make any representations regarding the use or the results of Shiftlab Biometrics in terms of its correctness, accuracy, timeliness, reliability, or otherwise.
In addition to any limitations set out in the Existing Agreement, in no event will Shiftlab's aggregate liability under or as a result of this Biometrics Addendum, whether under contract law, tort law, warranty, strict liability, or any other theory, exceed the amounts actually paid or payable by you to Shiftlab for Shiftlab Biometrics in the last 12 months.
This section, including the disclaimer of warranties and limitations of liability, is an essential part of this Biometrics Addendum, and Shiftlab would not permit you to access Shiftlab Biometrics without such disclaimers and limitations.
You agree not to use Shiftlab Biometrics in the performance of any activity that is prohibited by law, or any contractual provision by which you are bound. You agree to comply with all applicable laws and regulations in connection with the use of Shiftlab Biometrics. You further agree to use commercially reasonable efforts to assist Shiftlab in any of its compliance activities.
You acknowledge and represent that, in executing this Biometrics Addendum, you have received independent legal advice from your attorney or had the opportunity to seek such advice.
You agree to indemnity, defend, and hold harmless Shiftlab and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to the use of Shiftlab Biometrics by you, End-Users, your affiliates, officers, directors, employees, agents, or representatives. You will promptly notify Shiftlab of any such claim and provide reasonable assistance in the resulting defence. Shiftlab will have the right to control the defence and settlement of any such claim.
Shiftlab may choose to stop offering Shiftlab Biometrics at any time and terminate this Biometrics Addendum upon written notice.
This Biometrics Addendum is subject to change from time to time at Shiftlab's solee discreetion. Modifications will be posted on this page. We will notify you of any material changes via email by providing you a link to the updated copy of this Biometrics Addendum. Your continued use of Shiftlab Biometrics will indicate your acceptance of the changes.