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Terms and Conditions

PRIVACY NOTICE

Last updated January 03, 2022



Thank you for choosing to be part of our community at The Shift (“Company,” “we,” “us,” or “our“). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about this privacy notice or our practices with regard to your personal information, please contact us at edu@theshift.co.

This privacy notice describes how we might use your information if you:
  • Visit our website at theshift.co
  • Engage with us in other related ways ― including any sales, marketing, or events
In this privacy notice, if we refer to:
  • Website,” we are referring to any website of ours that references or links to this policy
  • Services,” we are referring to our Website, and other related services, including any sales, marketing, or events
The purpose of this privacy notice is to explain to you in the clearest way possible what information we collect, how we use it, and what rights you have in relation to it. If there are any terms in this privacy notice that you do not agree with, please discontinue use of our Services immediately.

Please read this privacy notice carefully, as it will help you understand what we do with the information that we collect.

TABLE OF CONTENTS


1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us

In Short:  We collect personal information that you provide to us.

We collect personal information that you voluntarily provide to us when you express an interest in obtaining information about us or our products and Services, when you participate in activities on the Website (such as by posting messages in our online forums or entering competitions, contests or giveaways) or otherwise when you contact us.

The personal information that we collect depends on the context of your interactions with us and the Website, the choices you make and the products and features you use. The personal information we collect may include the following:

Personal Information Provided by You. We collect email addresses; phone numbers; names; debit/credit card numbers; billing addresses; contact or authentication data; contact preferences; passwords; usernames; job titles; mailing addresses; and other similar information.

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

Information automatically collected

In Short:  Some information — such as your Internet Protocol (IP) address and/or browser and device characteristics — is collected automatically when you visit our Website.

We automatically collect certain information when you visit, use or navigate the Website. This information does not reveal your specific identity (like your name or contact information) but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our Website and other technical information. This information is primarily needed to maintain the security and operation of our Website, and for our internal analytics and reporting purposes.

Like many businesses, we also collect information through cookies and similar technologies.

The information we collect includes:
  • Log and Usage Data. Log and usage data is service-related, diagnostic, usage and performance information our servers automatically collect when you access or use our Website and which we record in log files. Depending on how you interact with us, this log data may include your IP address, device information, browser type and settings and information about your activity in the Website (such as the date/time stamps associated with your usage, pages and files viewed, searches and other actions you take such as which features you use), device event information (such as system activity, error reports (sometimes called ‘crash dumps’) and hardware settings).
  • Location Data. We collect location data such as information about your device’s location, which can be either precise or imprecise. How much information we collect depends on the type and settings of the device you use to access the Website. For example, we may use GPS and other technologies to collect geolocation data that tells us your current location (based on your IP address). You can opt out of allowing us to collect this information either by refusing access to the information or by disabling your Location setting on your device. Note however, if you choose to opt out, you may not be able to use certain aspects of the Services.

2. HOW DO WE USE YOUR INFORMATION?

In Short:  We process your information for purposes based on legitimate business interests, the fulfillment of our contract with you, compliance with our legal obligations, and/or your consent.

We use personal information collected via our Website for a variety of business purposes described below. We process your personal information for these purposes in reliance on our legitimate business interests, in order to enter into or perform a contract with you, with your consent, and/or for compliance with our legal obligations. We indicate the specific processing grounds we rely on next to each purpose listed below.

We use the information we collect or receive:
  • To facilitate account creation and logon process. If you choose to link your account with us to a third-party account (such as your Google or Facebook account), we use the information you allowed us to collect from those third parties to facilitate account creation and logon process for the performance of the contract.
  • To post testimonials. We post testimonials on our Website that may contain personal information. Prior to posting a testimonial, we will obtain your consent to use your name and the content of the testimonial. If you wish to update, or delete your testimonial, please contact us at edu@theshift.co and be sure to include your name, testimonial location, and contact information.
  • Request feedback. We may use your information to request feedback and to contact you about your use of our Website.
  • To enable user-to-user communications. We may use your information in order to enable user-to-user communications with each user’s consent.
  • To manage user accounts. We may use your information for the purposes of managing our account and keeping it in working order.
  • To send administrative information to you. We may use your personal information to send you product, service and new feature information and/or information about changes to our terms, conditions, and policies.
  • To protect our Services. We may use your information as part of our efforts to keep our Website safe and secure (for example, for fraud monitoring and prevention).
  • To enforce our terms, conditions and policies for business purposes, to comply with legal and regulatory requirements or in connection with our contract.
  • To respond to legal requests and prevent harm. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.

  • Fulfill and manage your orders. We may use your information to fulfill and manage your orders, payments, returns, and exchanges made through the Website.

  • Administer prize draws and competitions. We may use your information to administer prize draws and competitions when you elect to participate in our competitions.

  • To deliver and facilitate delivery of services to the user. We may use your information to provide you with the requested service.

  • To respond to user inquiries/offer support to users. We may use your information to respond to your inquiries and solve any potential issues you might have with the use of our Services.
  • To send you marketing and promotional communications. We and/or our third-party marketing partners may use the personal information you send to us for our marketing purposes, if this is in accordance with your marketing preferences. For example, when expressing an interest in obtaining information about us or our Website, subscribing to marketing or otherwise contacting us, we will collect personal information from you. You can opt-out of our marketing emails at any time (see the “WHAT ARE YOUR PRIVACY RIGHTS?” below).
  • Deliver targeted advertising to you. We may use your information to develop and display personalized content and advertising (and work with third parties who do so) tailored to your interests and/or location and to measure its effectiveness.
  • For other business purposes. We may use your information for other business purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Website, products, marketing and your experience. We may use and store this information in aggregated and anonymized form so that it is not associated with individual end users and does not include personal information.

3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?

In Short:  We only share information with your consent, to comply with laws, to provide you with services, to protect your rights, or to fulfill business obligations.

We may process or share your data that we hold based on the following legal basis:
  • Consent: We may process your data if you have given us specific consent to use your personal information for a specific purpose.
  • Legitimate Interests: We may process your data when it is reasonably necessary to achieve our legitimate business interests.
  • Performance of a Contract: Where we have entered into a contract with you, we may process your personal information to fulfill the terms of our contract.
  • Legal Obligations: We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).
  • Vital Interests: We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.
More specifically, we may need to process your data or share your personal information in the following situations:
  • Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In Short:  We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information. Specific information about how we use such technologies and how you can refuse certain cookies is set out in our Cookie Notice.

5. HOW LONG DO WE KEEP YOUR INFORMATION?

In Short:  We keep your information for as long as necessary to fulfill the purposes outlined in this privacy notice unless otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). No purpose in this notice will require us keeping your personal information for longer than 2 years.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize such information, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

6. HOW DO WE KEEP YOUR INFORMATION SAFE?

In Short:  We aim to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate technical and organizational security measures designed to protect the security of any personal information we process. However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security, and improperly collect, access, steal, or modify your information. Although we will do our best to protect your personal information, transmission of personal information to and from our Website is at your own risk. You should only access the Website within a secure environment.

7. WHAT ARE YOUR PRIVACY RIGHTS?

In Short:  In some regions, such as the European Economic Area (EEA) and United Kingdom (UK), you have rights that allow you greater access to and control over your personal information. You may review, change, or terminate your account at any time.

In some regions (like the EEA and UK), you have certain rights under applicable data protection laws. These may include the right (i) to request access and obtain a copy of your personal information, (ii) to request rectification or erasure; (iii) to restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. To make such a request, please use the contact details provided below. We will consider and act upon any request in accordance with applicable data protection laws.

If we are relying on your consent to process your personal information, you have the right to withdraw your consent at any time. Please note however that this will not affect the lawfulness of the processing before its withdrawal, nor will it affect the processing of your personal information conducted in reliance on lawful processing grounds other than consent.
 
If you are a resident in the EEA or UK and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority. You can find their contact details here: https://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

If you are a resident in Switzerland, the contact details for the data protection authorities are available here: https://www.edoeb.admin.ch/edoeb/en/home.html.

Cookies and similar technologies: Most Web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove cookies and to reject cookies. If you choose to remove cookies or reject cookies, this could affect certain features or services of our Website. To opt-out of interest-based advertising by advertisers on our Website visit http://www.aboutads.info/choices/.

8. CONTROLS FOR DO-NOT-TRACK FEATURES

Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. At this stage no uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this privacy notice. 

9. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

In Short:  Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

If you are under 18 years of age, reside in California, and have a registered account with the Website, you have the right to request removal of unwanted data that you publicly post on the Website. To request removal of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Website, but please be aware that the data may not be completely or comprehensively removed from all our systems (e.g. backups, etc.).

CCPA Privacy Notice

The California Code of Regulations defines a “resident” as:

(1) every individual who is in the State of California for other than a temporary or transitory purpose and
(2) every individual who is domiciled in the State of California who is outside the State of California for a temporary or transitory purpose

All other individuals are defined as “non-residents.”

If this definition of “resident” applies to you, we must adhere to certain rights and obligations regarding your personal information.

What categories of personal information do we collect?

We have collected the following categories of personal information in the past twelve (12) months:

CategoryExamplesCollected
A. Identifiers
Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identifier, online identifier, Internet Protocol address, email address and account name

YES

B. Personal information categories listed in the California Customer Records statute
Name, contact information, education, employment, employment history and financial information

YES

C. Protected classification characteristics under California or federal law
Gender and date of birth

NO

D. Commercial information
Transaction information, purchase history, financial details and payment information

NO

E. Biometric information
Fingerprints and voiceprints

NO

F. Internet or other similar network activity
Browsing history, search history, online behavior, interest data, and interactions with our and other websites, applications, systems and advertisements

NO

G. Geolocation data
Device location

NO

H. Audio, electronic, visual, thermal, olfactory, or similar information
Images and audio, video or call recordings created in connection with our business activities

NO

I. Professional or employment-related information
Business contact details in order to provide you our services at a business level, job title as well as work history and professional qualifications if you apply for a job with us

NO

J. Education Information
Student records and directory information

NO

K. Inferences drawn from other personal information
Inferences drawn from any of the collected personal information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics

YES


We may also collect other personal information outside of these categories instances where you interact with us in-person, online, or by phone or mail in the context of:
  • Receiving help through our customer support channels;
  • Participation in customer surveys or contests; and
  • Facilitation in the delivery of our Services and to respond to your inquiries.
How do we use and share your personal information?

More information about our data collection and sharing practices can be found in this privacy notice.

You may contact us by email at edu@theshift.co, or by referring to the contact details at the bottom of this document.

If you are using an authorized agent to exercise your right to opt-out we may deny a request if the authorized agent does not submit proof that they have been validly authorized to act on your behalf.

Will your information be shared with anyone else?

We may disclose your personal information with our service providers pursuant to a written contract between us and each service provider. Each service provider is a for-profit entity that processes the information on our behalf.

We may use your personal information for our own business purposes, such as for undertaking internal research for technological development and demonstration. This is not considered to be “selling” of your personal data.

The Shift has not disclosed or sold any personal information to third parties for a business or commercial purpose in the preceding 12 months. The Shift will not sell personal information in the future belonging to website visitors, users and other consumers.

Your rights with respect to your personal data

Right to request deletion of the data – Request to delete

You can ask for the deletion of your personal information. If you ask us to delete your personal information, we will respect your request and delete your personal information, subject to certain exceptions provided by law, such as (but not limited to) the exercise by another consumer of his or her right to free speech, our compliance requirements resulting from a legal obligation or any processing that may be required to protect against illegal activities.

Right to be informed – Request to know

Depending on the circumstances, you have a right to know:
  • whether we collect and use your personal information;
  • the categories of personal information that we collect;
  • the purposes for which the collected personal information is used;
  • whether we sell your personal information to third parties;
  • the categories of personal information that we sold or disclosed for a business purpose;
  • the categories of third parties to whom the personal information was sold or disclosed for a business purpose; and
  • the business or commercial purpose for collecting or selling personal information.
In accordance with applicable law, we are not obligated to provide or delete consumer information that is de-identified in response to a consumer request or to re-identify individual data to verify a consumer request.

Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights

We will not discriminate against you if you exercise your privacy rights.

Verification process

Upon receiving your request, we will need to verify your identity to determine you are the same person about whom we have the information in our system. These verification efforts require us to ask you to provide information so that we can match it with information you have previously provided us. For instance, depending on the type of request you submit, we may ask you to provide certain information so that we can match the information you provide with the information we already have on file, or we may contact you through a communication method (e.g. phone or email) that you have previously provided to us. We may also use other verification methods as the circumstances dictate.

We will only use personal information provided in your request to verify your identity or authority to make the request. To the extent possible, we will avoid requesting additional information from you for the purposes of verification. If, however, we cannot verify your identity from the information already maintained by us, we may request that you provide additional information for the purposes of verifying your identity, and for security or fraud-prevention purposes. We will delete such additionally provided information as soon as we finish verifying you.

Other privacy rights
  • you may object to the processing of your personal data.
  • you may request correction of your personal data if it is incorrect or no longer relevant, or ask to restrict the processing of the data.
  • you can designate an authorized agent to make a request under the CCPA on your behalf. We may deny a request from an authorized agent that does not submit proof that they have been validly authorized to act on your behalf in accordance with the CCPA.
  • you may request to opt-out from future selling of your personal information to third parties. Upon receiving a request to opt-out, we will act upon the request as soon as feasibly possible, but no later than 15 days from the date of the request submission.
To exercise these rights, you can contact us by email at edu@theshift.co, or by referring to the contact details at the bottom of this document. If you have a complaint about how we handle your data, we would like to hear from you.  

10. DO WE MAKE UPDATES TO THIS NOTICE?     

In Short:  Yes, we will update this notice as necessary to stay compliant with relevant laws.

We may update this privacy notice from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy notice frequently to be informed of how we are protecting your information.

11. HOW CAN YOU CONTACT US ABOUT THIS NOTICE?     

If you have questions or comments about this notice, you may email us at edu@theshift.co or by post to:

The Shift
412 N Harvey Rd
Greenwood, IN 46143
United States

12. HOW CAN YOU REVIEW, UPDATE, OR DELETE THE DATA WE COLLECT FROM YOU?     

Based on the applicable laws of your country, you may have the right to request access to the personal information we collect from you, change that information, or delete it in some circumstances. To request to review, update, or delete your personal information, please submit a request form by clicking here.
This privacy policy was created using Termly’s Privacy Policy Generator.

TheShift Affiliate Program Terms of Service

Agreement

By signing up to be an Affiliate in the TheShift Affiliate Program (“Program”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). TheShift reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes. Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.

Account Terms

  • You must be 18 years or older to be part of this Program.
  • You must live in the United States to be an Affiliate.
  • You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
  • You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
  • Your login may only be used by one person – a single login shared by multiple people is not permitted.
  • You are responsible for maintaining the security of your account and password. TheShift cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You are responsible for all Content posted and activity that occurs under your account.
  • One person or legal entity may not maintain more than one account.
  • You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
  • You may not use the Affiliate Program to earn money on your own TheShift product accounts.

Links/graphics on your site, in your emails, or other communications

Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to TheShift. We may change the design of the artwork at any time without notice, but we won’t change the dimensions of the images without proper notice. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the TheShift. You must ensure that each of the links between your site and the TheShift properly utilizes such special link formats. Links to the TheShift placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to sales on a TheShift product occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. Affiliate links should point to the page of the product being promoted.

Referral fees/commissions and payment

For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to https://theshift.co and complete an order for a product during that session. We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems. We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Payments only begin once you’ve earned more than $20 in affiliate income. If your affiliate account never crosses the $20 threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $20 threshold.

Identifying yourself as a TheShift Affiliate

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of TheShift or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.

Payment schedule

As long as your current affiliate earning are over $20, you’ll be paid each month. If you haven’t earned $20 since your last payment, we’ll pay you the following month after you’ve crossed the threshold.

Customer definition

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Your responsibilities

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for: – The technical operation of your site and all related equipment – Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site) – The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links) – Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) – Ensuring that materials posted on your site are not libelous or otherwise illegal – Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

Term of the Agreement and Program

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://theshift.co, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. TheShift reserves the right to end the Program at any time. Upon program termination, TheShift will pay any outstanding earnings accrued above $20.

Termination

TheShift, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other TheShift service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. TheShift reserves the right to refuse service to anyone for any reason at any time.

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

Limitations of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the TheShift will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous

This Agreement will be governed by the laws of The United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of TheShift to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and TheShift and govern your use of the Service, superceding any prior agreements between you and TheShift (including, but not limited to, any prior versions of the Terms of Service).