The “Services” mean Shift products, software, services, and Website (including, but not limited to text, graphics, images, and other material and information) available from Shift, either via the Website or otherwise, and through Shift’s third-party vendors and business partners (“Third Parties”).
Third Parties may have their own, possibly different, terms or policies relating to your use of the Services. We encourage you to read any applicable terms or policies. Because Shift has no control over its Third Parties, you acknowledge that Shift shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advice, advertising, products, or other materials available on or through any such Third Party.
Please note that your use of the Services constitute your agreement to follow and be bound by the terms of this Agreement. If you do not agree to this Agreement, please do not use the Services. Shift may revise this Agreement at any time, at its sole discretion, by posting an amended Agreement on the Website or the applicable Service on which these terms appear. Any changes that Shift makes to this Agreement will be effective immediately upon posting.
Ownership. You acknowledge and agree that Shift owns all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents, copyright, and trademark) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Shift and that you shall not disclose such information without Shift’s prior written consent.
You further acknowledge and agree that the Services may contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or Third Parties is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Shift, you agree not to, and not to permit anyone else to, modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or any part thereof, in whole or in part.
User Representations and Covenants. By accessing and using our Services you acknowledge and agree:
You acknowledge that Shift takes no responsibility for any information that you produce or share in connection with the use of its Services.
You acknowledge that you are solely responsible for all activity that occurs in association with your use of the Website and Services and that Shift is not responsible for any breach of your obligations under this Agreement and the consequences of any such breach.
You agree to waive all property rights in any research or commercial products that may be developed by Shift or its partners. Shift will not provide you with compensation for data collected through your use of our Services.
Limited Warranty. Shift warrants all products manufactured by Shift against defects in materials and workmanship for a period of one (1) year from the date of purchase, unless stated otherwise. Shift warrants internal brackets for a period of three (3) months. It is at the sole discretion of Shift whether parts will be repaired or replaced, which will be decided upon inspection of the goods. All warranty claims must be returned to Shift, with prepaid shipping, proof of purchase and a description of the defect. Warranty is only available to the original purchaser and is non-transferable. All warranty claims not made within the warranty period will be deemed waived by the purchaser. Shift does not cover any costs associated with installation, removal or paint.
Carbon fiber parts that are not painted with either a UV protecting clearcoat or an automotive exterior paint will not qualify for warranty.
Installation. All products require professional installation. You acknowledge and agree that some products may require modifications for correct fitment. Minor adjustments may be necessary as part of the normal installation process.
No Advice or Endorsement. Shift is an independent operation and does not endorse, and makes no representation or warranty in respect of any other service. You acknowledge that Shift is not responsible for the quality or performance of any services, including the Services or other products, procedures, opinions, tests, resources, websites, resources, and other materials mentioned on, or accessed through, the Services.
DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS STATED OTHERWISE HEREIN, SHIFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) SHIFT MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHIFT OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. SHIFT DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, SHIFT SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
Items sold by Shift through the Website may not be legal for street use in all states/provinces. It is your responsibility to comply with applicable state and provincial laws. You acknowledge that due to strict U.S. Federal and State safety crash guidelines and Canadian safety crash guidelines, Shift is not responsible or liable for any damages or possible injuries incurred. All products purchased through the Website should be used for their intended purposes only. Shift does not take responsibility over your installation, modification, and unusual stress of the products. You assume all responsibilities for determining the suitability of the products. Shift is not responsible or liable for any damages, injury(s), or death(s) incurred either directly or indirectly on the vehicles, operators/passengers within the vehicles, and any/all third parties.
LIMITATION OF LIABILITY. WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SHIFT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (d) UNAUTHORIZED ACCESS TO, USE OF, ALTERATION OF OR DESTRUCTION OF YOUR TRANSMISSIONS OR DATA, INCLUDING YOUR PERSONAL INFORMATION; (e) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (f) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.
IN ANY EVENT, THE TOTAL LIABILITY OF SHIFT, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS, TO YOU ARISING OUT OF ANY THEORY OF LIABILITY WHATSOEVER (INCLUDING NEGLIGENCE) SHALL BE THE TOTAL AMOUNTS PAID TO SHIFT BY YOU.
Release. The Services are only for informational purposes. In the event that you have a dispute arising from the use of the Services, you release Shift, its affiliates and Third Parties (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Indemnification. You agree to indemnify, defend, and hold harmless Shift, its officers, directors, employees, agents, affiliates, licensors, Third Parties, and suppliers from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from (a) any violation of these terms and conditions, (b) any allegation that any information or material submitted by you to Shift violates any intellectual property, proprietary, contract, or other right of any third party, or (c) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Services using your account.
Linking. The Services provide, and Third Parties may provide, links to other sites and resources on the Internet. Because Shift has no control over such sites and resources, you acknowledge and agree that Shift is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advice, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Shift shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advice, advertising, products, or other materials available on or through any such hyperlinked site or resource.
Severability. If any term or condition of this Agreement should be determined to be illegal, invalid or otherwise unenforceable, then to the extent such term or condition is illegal, invalid or unenforceable, it shall be severed and deleted from this Agreement and the remaining Agreement shall survive, remain in full force and effect and continue to be binding and enforceable.
Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.
Force Majeure. Shift shall not be liable for any breach of this Agreement by it to the extent that such breach arises from any act of God, war, national emergency, act of terrorism, riot, civil commotion, fire, explosion, flood, storm, epidemic, power outage, fuel shortage or any other similar cause beyond the reasonable control of Shift.
Applicable Law. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Manitoba and the federal laws of Canada applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom.
Language. The parties hereto have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont expressément requis que les présentes et tout document y affèrent soient rédigés en langue anglaise.
Survival. All terms of this Agreement, which by their nature are intended to survive termination of this Agreement, including without limitation, sections entitled “Permitted and Prohibited Uses”, “Limitation of Liability”, “User Representations and Covenants”, and “No Advice or Endorsement”, shall so survive termination.