U.S. Operator Terms and Conditions
SHIFT App · Effective date: April 6, 2026 · U.S. version
1. Parties and document structure
These Operator Terms and Conditions (the “Terms”) are between MicroAGI GmbH, registered at Jülicher Strasse 209 q/s, 52070 Aachen, Germany (“MicroAGI”, “we”, “us”) and the individual who accepts them (the “Operator” or “you”).
These Terms govern your access to and use of the SHIFT App and any website or other platform on which MicroAGI posts these terms (collectively, the “Platform”), and any related onboarding, recording, segmentation, annotation, upload, quality-control, and payout workflow made available by MicroAGI for operator Tasks (defined below) carried out within the United States. Some Tasks made available within the Platform may have additional terms (“Additional Terms”). If you accept such a Task, you agree to be bound by the Additional Terms, and such Additional Terms will be deemed incorporated into these Terms as if they were written herein. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms will control to the extent of such a conflict.
These Terms also include the SMS Program Terms set forth in Section 19, which apply to any individual who opts in to receive text messages from MicroAGI.
By downloading and/or accessing the Platform and creating an account, you acknowledge that our collection, use, and sharing of your personal data is governed by the US Privacy Notice and Explicit Consent.
2. Eligibility and account registration
To use the Platform, you must be at least 18 years old or the age of majority in the jurisdiction in which you reside.
You must provide accurate and complete registration information, keep your registration information up-to-date at all times, and keep your account credentials secure. You are responsible for all activity carried out through your account. If you suspect that your account credentials have been compromised, you must notify us without undue delay by emailing support@micro-agi.com.
MicroAGI may request reasonable documentation of and/or information regarding identity, residence, tax status, eligibility, or payment details where necessary for onboarding, payment, investigation, or legal compliance, and you agree to timely provide such documentation and other information.
3. Nature of the platform and relationship between the parties
The Platform is a task platform through which MicroAGI may make available recording, segmentation, annotation, review, or related data tasks (collectively, “Tasks”). Availability of Tasks may vary by project, location, language, and operational requirements.
The parties are independent contractors. Nothing in these Terms shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between you and MicroAGI. Participation is project-based, non-exclusive, and does not guarantee any minimum number of tasks, hours, or earnings.
You decide whether to accept an offered Task.
4. Recording rules and operator conduct
The operator workflow is designed for egocentric video capture using a head-mounted smartphone or other MicroAGI-approved device. You understand and agree that Tasks may require recording your arms, hands, legs, or feet; and that such recordings will be converted to data that can be used by MicroAGI, third parties, or MicroAGI’s customers to whom the data is sold, shared, or otherwise disclosed for any reason, including to develop robotic motion controls. See the US Privacy Notice and Explicit Consent for more information on this data collection, use, and disclosure.
You agree to use only MicroAGI-approved equipment and to follow all instructions relating to fitting, positioning, stabilization, and safe use of the equipment.
You agree not to record in any manner that is deceptive, covert, unlawful, unsafe, harassing, discriminatory, or contrary to these Terms or project instructions. You agree to comply with applicable law regarding notice, signage, location restrictions, and any permissions required for recording.
You agree not to record children younger than 18 years of age, medical situations, intimate settings, passwords, payment cards, government identifiers, or other similarly sensitive content.
You agree to stop recording immediately if continuing would create a safety risk, violate applicable law, breach a third party’s rights, or conflict with any instructions we have provided.
5. Task performance, quality standards, and moderation
You agree that your Submissions (defined below) will comply with all applicable laws and regulations, Task instructions, acceptance criteria, quality metrics, and other requirements that may be displayed in the Platform, in onboarding materials, or in Task-specific guidance; and not include recycled, synthetic, fabricated, or third-party content (all of the foregoing collectively, “Requirements”).
MicroAGI has the right but not the responsibility to review Submissions for completeness, technical quality, adherence to Requirements, duplication, manipulation, policy compliance, fraud prevention, or any other criteria in MicroAGI’s sole discretion. We may reject, redact, blur, request resubmission of, or remove content that does not meet the Requirements.
You agree not to interfere with quality-control mechanisms, rate limits, device checks, or anti abuse controls, or in any way to use or attempt to use any software, tool, agent, or other device or mechanism to extract information from the Platform or to transmit or disseminate any kind of material that contains malware, viruses, bots, worms, or any other computer code, files, or programs that interrupt, destroy, or limit the functionality or operation of the Platform.
6. Payments, taxes, and chargebacks
For individual operators, compensation, if any, will be stated in the Platform, in a task card, or in project-specific instructions. Payment is earned only for Submissions that are accepted by MicroAGI and are in accordance with the relevant Requirements. Payments will be made to your designated financial account by wire transfer through MicroAGI’s vendor on a weekly basis, to the extent you have earned compensation within the relevant period. MicroAGI may withhold or offset payments where a Submission is rejected for non-compliance with Requirements, is fraudulent, is duplicated, infringes third-party rights, or must be removed because it was obtained or submitted in breach of these Terms or applicable law. MicroAGI may request tax or payment information reasonably necessary to make lawful payouts and maintain accounting records.
For operators who utilize the Platform as an employee or contractor to company that has entered into an agreement with MicroAGI (each, a “Partner Company”), your compensation, if any, is strictly between you and the Partner Company. You will be due no compensation from MicroAGI under any circumstances, and you waive any such claims you may have to seek compensation from MicroAGI.
7. Assignment of intellectual property rights to MicroAGI
With respect to all deliverables and work product you create and submit pursuant to these Terms (collectively, “Submissions”), including without limitation, recordings, images, frames, labels, annotations, metadata, reviews, and other materials, to the fullest extent permitted by applicable law, you agree to and hereby do unconditionally assign to MicroAGI, effective as of the date of creation and without additional consideration other than the compensation stated for the Task, all rights, title, and interest in and to such Submissions, in any and all media, forms, languages, territories, and jurisdictions throughout the universe, now known or hereafter devised, including all intellectual property rights in such Submissions; to all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto; and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the intellectual property, and in and to all rights corresponding to the foregoing throughout the universe.
If any right cannot validly be assigned under applicable law, you hereby grant MicroAGI an non-exclusive, irrevocable, perpetual, transferable, sublicensable, royalty-free, fully paid-up license throughout the universe to reproduce, adapt, translate, modify, distribute, publish, display, perform, commercialize, and otherwise use and exploit the Submissions for dataset creation, quality assurance, product development, model training, research, benchmarking, customer delivery, legal compliance, and any other purpose determined by MicroAGI.
Moral Rights. To the extent allowed by applicable law, all assignment of rights provisions under this Section include all rights of paternity, integrity, disclosure, withdrawal, and any other rights that may be known or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent you retain any such Moral Rights under applicable law, and to the extent the following is allowed by applicable law, you hereby waive such Moral Rights and consent to any action of MicroAGI that would violate such Moral Rights in the absence of such consent.
Perfection of Rights. You agree to execute all documents and to perform such other acts that may be reasonably necessary in MicroAGI’s sole judgment to record, perfect, and enforce MicroAGI’s rights in the Submissions, and to do so without further compensation or unreasonable delay, including obtaining from all third parties that contribute to any Submission a comparable assignment or license of rights such that this Section vests in MicroAGI full rights in the intellectual property, free of any claims, interests, or rights of other parties. You hereby irrevocably appoint MicroAGI your attorney in fact to execute such documentation on your behalf in the event that you are unwilling or unable to execute such documentation itself.
8. Confidentiality and third-party materials
You agree to keep confidential any non-public information made available to you through the Platform, including Task instructions, customer names, sample data, quality rules, payout structures, product information, security controls, and internal communications, except where disclosure is required by law.
You agree not to download, share, publish, sell, scrape, reverse engineer, or otherwise misuse Task materials, dashboard information, or any other data encountered through your Tasks except as strictly necessary to perform the Task in the approved workflow.
9. Safety and fitness
You may participate only if you have accepted the Statement of Physical and Mental Fitness presented in the Platform and you remain able to carry out the Task safely.
You agree not to perform Tasks while impaired by illness, injury, extreme fatigue, alcohol, drugs, medication affecting safe performance, or any physical or mental condition that makes participation unsafe.
You are solely responsible for recognizing conditions that warrant declining or stopping work and for seeking appropriate medical or other advice if you experience pain, dizziness, disorientation, stress, or any other condition that makes continued participation unsafe. MicroAGI does not monitor or review for any such conditions.
10. Suspension and termination
MicroAGI may suspend, restrict, or terminate your access with or without notice to you if we reasonably believe that you have breached these Terms, violated the law or Requirements, created a safety or privacy risk, submitted fraudulent or low-integrity Submissions, exposed MicroAGI or third parties to material operational, legal, or reputational risk, or if our agreement with the Partner Company for whom you work ends.
You may stop using the Platform at any time.
In the event of termination by either party, you agree to return any equipment that has been provided to you by or on behalf of MicroAGI if and as requested.
11. Your Warranties, indemnity, and liability to MicroAGI
You represent and warrant that your Submissions are lawful, accurate, created in accordance with these Terms and the Requirements, and do not knowingly infringe any third party’s rights or breach any applicable law, location rule, or contractual obligation binding on you.
To the fullest extent permitted by applicable law, you agree to indemnify MicroAGI, its parent, subsidiary, and affiliated companies, and each of their respective officers, directors, employees, agents, and representatives (collectively, the “MicroAGI Parties”) against any and all claims, investigations, losses, damages, fines, liabilities, judgments, settlements, and expenses, including attorneys’ fees, that directly or indirectly arise from your misconduct, fraud, unlawful recording, infringement of third-party rights, or breach of these Terms.
12. Disclaimer of Warranties by MicroAGI
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM CONTENT, ANY EQUIPMENT PROVIDED TO YOU UNDER THESE TERMS, AND ANY TASKS MADE AVAILABLE THROUGH THE PLATFORM, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MICROAGI PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM AND THE PLATFORM CONTENT; (B) TASKS MADE AVAILABLE THROUGH THE PLATFORM; (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM MICROAGI OR VIA THE PLATFORM; AND/OR (D) THE CONDITION OF ANY EQUIPMENT PROVIDED TO YOU.
THE MICROAGI PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE MICROAGI PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM ARE COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE MICROAGI PARTIES DO NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MICROAGI PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.
BY ACCESSING OR USING THE PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM.
THE MICROAGI PARTIES DO NOT ENDORSE YOUR SUBMISSIONS OR THE SUBMISSIONS OF ANY OTHER OPERATOR AND ARE NOT RESPONSIBLE FOR SUCH SUBMISSIONS.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MICROAGI PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
13. Limitation of Liability; Waiver
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE MICROAGI PARTIES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR UNFORESEEABLE, INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES RELATED TO: (A) THE PLATFORM OR THE PLAFORM CONTENT, INCLUDING TASKS; (B) YOUR OR OTHERS’ SUBMISSIONS; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE PLATFORM; (D) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE MICROAGI PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE PLATFORM; (E) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION; OR (G) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY OPERATOR’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE MICROAGI PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IN NO EVENT WILL THE MICROAGI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO MICROAGI IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR, IN THE EVENT THERE HAS BEEN NO AMOUNTS PAID BY YOU, THE AMOUNT OF TEN UNITED STATES DOLLARS ($10.00). THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE MICROAGI PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE MICROAGI PARTIES’ LIABILITY FOR DEATH, PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY THE MICROAGI PARTIES, OR FOR THE MICROAGI PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MICROAGI’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY DATA, PROPERTY, PRODUCT, PROGRAM, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE MICROAGI PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY DATA, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE MICROAGI PARTIES.
BY ACCESSING THE PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
14. Changes to the documents
MicroAGI may update these Terms from time to time in its sole discretion. Changes will be effective immediately or, if required by applicable law, 30 days after notice to you (or a longer period as may be required by applicable law), which may be given by posting the updated Terms on the Platform, by email, or in such other manner as is reasonable given the nature of the changes. If you do not agree with any change to these Terms, your sole remedy is to not use our Platform. Continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of the updated version to the extent permitted by law.
15. Governing law and dispute forum
These Terms and all claims arising from or relating to your use of the Platform will be governed by the laws of Delaware, excluding its conflict-of-laws rules. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable.
To the extent that disputes cannot be resolved under Section 16’s arbitration provisions, the competent courts in Delaware will have jurisdiction over disputes arising out of or in connection with these Terms.
Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Platform or these Terms within one (1) year after such claim or action accrued. Otherwise, you waive the claim or action.
16. BINDING ARBITRATION (“Arbitration Agreement”)
a. Applicability of Arbitration Agreement
You agree that any dispute or claim relating in any way to your access or use of the Platform, to these Terms or any Additional Terms, or to any aspect of your relationship with MicroAGI, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or MicroAGI may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). You agree that you must commence any arbitration or other claim within one (1) year after the dispute arises, otherwise the claim is permanently barred, which means that you will no longer have the right to assert a claim regarding the dispute. This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the effective date of these Terms or any prior version of this Arbitration Agreement.
If you agree to arbitration with MicroAGI, you are agreeing in advance that you will not participate in or seek to recover monetary or other relief in any lawsuit filed against the MicroAGI Parties alleging class, collective, and/or representative claims on your behalf. Instead, by agreeing to arbitration, you may bring your claims against the MicroAGI Parties in an individual arbitration proceeding (except for any Batch Arbitration, as described below). If successful on such claims, you could be awarded money or other relief by an arbitrator. You acknowledge that you have been advised that you may consult with an attorney in deciding whether to accept this agreement, including this Arbitration Agreement.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Process
To begin a claim, you must first send a letter describing your claim in detail, including your name and contact information, your legal claim, the specific facts giving rise to your claim (including the date(s) and amount(s) of any relevant transaction or interaction with us), and the requested relief) to MicroAGI, Attn: Arbitration, Jülicher Strasse 209 q/s, 52070 Aachen, Germany. You and we agree to attempt in good faith to negotiate an informal resolution of your claim. If a resolution is not reached within thirty (30) days, you may commence an arbitration action as set forth herein. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims will be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. MicroAGI will be entitled to make an offer of judgment in the arbitration proceeding. If the offer of judgment is not accepted, and the award is not more favorable than the unaccepted offer, you will be solely responsible for all costs incurred by MicroAGI after the offer of judgment is made to the extent permitted by applicable law. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
c. Fees
If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees, and you cannot obtain a waiver from JAMS, MicroAGI will pay them for you. If the arbitrator determines the claims are frivolous, you agree to pay MicroAGI’s attorneys’ fees and costs in the arbitration, to the extent permitted by applicable law.
d. Authority of Arbitrator
The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and MicroAGI. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
e. Waiver of Jury Trial
You and MicroAGI hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and MicroAGI are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
f. Waiver of Class or Consolidated Actions
Except with respect to Batch Arbitration (as defined below), all claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Section 15.
You and MicroAGI agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against MicroAGI within an approximately (30) thirty-day period (or otherwise in close proximity) regardless of the state(s) in which such claims are filed, JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and MicroAGI agree (1) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (2) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section.
g. 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out by contacting us at MicroAGI, Attn: Arbitration, Jülicher Strasse 209 q/s, 52070 Aachen, Germany, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Platform username (if any), the email address you used to set up your Platform account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
h. Severability
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
i. Survival of Agreement
This Arbitration Agreement will survive the termination of your relationship with MicroAGI.
j. Modification
Notwithstanding any provision in these Terms to the contrary, we agree that if MicroAGI makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to MicroAGI.
17. Special terms for Apple iOS users
Notwithstanding any other provision within these Terms, the following additional terms are applicable to those using the SHIFT App on an Apple iOS device: You understand that these Terms are between you and MicroAGI only and not Apple, Inc. (“Apple”), but that Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you. You understand that, should the App fail to conform to any applicable warranty not disclaimed above, you may notify Apple and Apple will refund the App’s purchase price (if any), but that Apple has no maintenance, support, or (to the maximum extent permitted by applicable law) other warranty obligations to you with regard to the App. Apple is not responsible for any claim that the App or your use thereof infringes a third party’s intellectual property rights. If you have any questions or concerns regarding the App, please contact MicroAGI as described below.
18. Miscellaneous
No waiver, amendment, or modification of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of MicroAGI. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. MicroAGI may assign its rights and duties under these Terms to any party at any time without any notice to you. Terms may not be assigned by you without MicroAGI’s prior written agreement.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. If a court of other decision-maker should determine that any provisions of these Terms is overbroad, unfair or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. The section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against MicroAGI by virtue of MicroAGI having drafted them. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, Disclaimer of Warranties, Waiver, Limitation of Liability, Indemnification; Intellectual Property; and Governing Law and Dispute Forum).
19. SMS Program Terms
Program Name
MicroAGI / SHIFT SMS Program.
Program Description
If you opt in to receive text messages from MicroAGI, you may receive SMS messages related to your use of the Platform, including appointment reminders and confirmations (such as hardware pickup scheduling), onboarding and account updates, customer support responses, and — where you have separately opted in — promotional messages regarding MicroAGI products, features, and offers.
Consent
By providing your mobile number and selecting the applicable opt-in checkbox(es) on our website, you agree that MicroAGI may send you text messages as described above. Consent to receive SMS messages is not a condition of any purchase, service, or participation in the Platform. You represent that you are the subscriber or customary user of the mobile number you provide.
Message Frequency
Message frequency varies based on your interactions with us and the SMS categories you have opted into.
Cost
Message and data rates may apply. MicroAGI does not charge for SMS messages, but your mobile carrier’s standard messaging and data rates apply to all messages sent and received.
Opt-Out Instructions
You can cancel the SMS service at any time by replying STOP to any message from us. After you send STOP, we will send a confirmation message, and you will no longer receive SMS messages from us. To rejoin, opt in again through our website or reply START.
Help
If you are experiencing issues with the SMS program, reply HELP to any message from us for assistance, or contact us at support@micro-agi.com.
Carrier Disclaimer
Carriers are not liable for delayed or undelivered messages.
Eligibility and Supported Carriers
The SMS program is available to individuals in the United States with a compatible wireless carrier. Carriers are not responsible for delayed or undelivered messages.
Privacy
For information about how we handle your mobile number and SMS data, including our commitment that mobile information will not be shared with third parties or affiliates for marketing or promotional purposes, please review our Privacy Policy.
Changes to the SMS Program
MicroAGI may modify or terminate the SMS program at any time, with or without notice. Where feasible, we will notify active subscribers of material changes via SMS or email.
20. Contact Us
To contact us regarding these Terms or your use of the Platform please email us at support@micro-agi.com.
21. Electronic acceptance
By checking the acceptance box for these Terms in the Platform, you confirm that you have read and understood them and agree to be bound by them in electronic form. The electronic acceptance record maintained by MicroAGI may be used to evidence your acceptance, together with the version presented, timestamp, and related account identifier.