Shift Software Subscription Terms and Conditions

Updated and effective as of OCTOBER 28, 2021

If you have purchased a subscription for any software products (the “Software”) being made available from Shift Technologies Inc. (“Shift”, “we”, “our”, or “us”), we will charge you fees (“Fees”) for your use of the Software and you agree to the following Software subscription terms and conditions (the “Agreement”).

You agree to pay any and all Fees specified in your online purchase, or any other order purchasing document (“Ordering Document”). For the most current information about our Software pricing and payment options, please review our pricing and payment terms (https://www.shift.com/pricing/), which are incorporated by reference herein. Shift may add new Software, services, features, and functionalities for additional Fees, and add or amend Fees for existing Software, at any time in its sole discretion. If we add or amend our Fees, we will update our pricing and payment terms. Any change to our pricing and payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement; provided however that if we have offered a specific duration and Fees for your use of Software, we agree that the Fees will remain in force for that duration.

Continuous Subscription Services; Automatic Billing and Policies

Unless otherwise provided in an Ordering Document, any purchases for access and use of the Software are on a subscription basis that renews automatically unless cancelled.

YOUR SOFTWARE SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED IN YOUR ORDERING DOCUMENT FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL YOUR SOFTWARE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN THIS AGREEMENT.

As used in this Agreement, “billed”, “billing”, or “charge” shall indicate either a charge or debit, as applicable, against your payment method on file with Shift or its applicable third-party payment services provider. When you purchase a subscription to access and use the Software, you expressly acknowledge and agree that: (1) Shift (and its third-party payment services provider) is authorized to charge you at the beginning of each Subscription Term the Fees identified in the Ordering Document, any applicable taxes, and any other charges you may incur in connection with your use of the Software, for as long as your Software subscription continues; and (2) your Software subscription is continuous until you cancel it or your access and use of the Software is suspended, discontinued or terminated in accordance with this Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in your Software subscription plan, changes in applicable taxes, and changes in Fees in accordance with this Agreement and you authorize us to charge your payment method on record for the changed amounts. We will automatically bill your payment method each year (if applicable) on the calendar day corresponding to the commencement of your Software subscription (excluding any applicable trial period) or within three (3) to five (5) business days of such date. If your payment method on record reaches its expiration date and/or you do not renew your Software subscription, we reserve the right to terminate or limit your access to the Software.

Refunds

Fourteen (14) Day Money-Back Guarantee. Shift will offer a fourteen (14) day money-back guarantee for all new Software subscription purchases. Software subscription renewals are not eligible for the fourteen (14) day money-back guarantee. In order to be eligible for the fourteen (14) day money-back guarantee, you must either (1) contact Shift at https://supportv9.shift.com/hc/en-us/requests/new to request a Software subscription refund; or (2) log in to your Shift account at https://shift.com/account/ and request a refund for your Software subscription. Software subscription refunds must be received on or before the fourteenth (14th) day following the commencement of the Subscription Term. For clarification purposes, the Subscription Term commences on the first day following your purchase of a Software subscription. Processing of refund requests may take up to ten (10) business days to complete and appear on your credit card statement. Depending on when you purchase the Software subscription and when you submit your refund request, the processed refund may appear in the credit card statement issued to you in the following calendar month. The refund amount will be the Fees you paid for the Software subscription, less any applicable bank or service fees that may have been incurred and applied to your Software Subscription purchase.

Cancellation

You may cancel your Shift account or the Software subscription at any time. Shift will send you Software subscription renewal notifications thirty (30) days before the Software subscription expiry date, fourteen (14) days before the Software subscription expiry date, and five (5) days before the Software subscription expiry date. To cancel your Software subscription, you must either (1) notify Shift at https://supportv9.shift.com/hc/en-us/requests/new before the start of the next Subscription Term; (2) log in to your Shift account at https://shift.com/account/ and cancel your Software subscription before the start of the next Subscription Term; or (3) cancel your Software subscription through the appropriate functionality within the Software before the start of the next Subscription Term. Please allow three (3) – five (5) business days to process your cancellation request. Once we have processed your cancellation request, you will receive a Software subscription cancellation notice from Shift. If you decide to cancel your Software subscription, your Software subscription will not be renewed after your then-current Subscription Term expires. If you cancel your Software subscription prior to the expiration of your then-current Subscription Term, you will not be eligible for nor will you receive a prorated refund for any portion of the Fees paid for the then-current Subscription Term, however, you may continue to use the Software until the end of your then-current Subscription Term. For subscription renewal purposes, if your Software subscription is not cancelled prior to commencement of the renewal Subscription Term, or if adequate cancellation notice (as defined above) is not received by Shift and your credit card is subsequently charged, you will not receive a refund. In the event that Shift suspends or terminates your Software account or your access to the Software, you understand and agree that you shall receive no refund or exchange for (A) any Software subscription Fees; (B) any unused time remaining on a Software subscription; and (C) any license or Fees for any portion of the Software. Shift shall not be responsible or liable for any content or data associated with your Software account, or for anything else, following any termination of your Software subscription, or your use of the Software.

Payment Information; Taxes

We, or our third-party payment processors, will charge the applicable Fees and any other charges you may incur to the payment method you provide when you register for and purchase your Software subscription, or that you provide in an Ordering Document. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Shift must be accurate, complete, and current. You may change your Software subscription account user information and/or payment method by changing the information in your Software subscription account at https://shift.com/account/. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Shift at the prices in effect when such charges are incurred. If we are unsuccessful in charging your payment method and have still not received payment within seven (7) days after informing you, we may (without liability to you) suspend or temporarily disable all or part of your access to the Software and we shall be under no obligation to provide any or all of the Software while the applicable Fees concerned remain unpaid. This does not affect any other rights and remedies available to us. You will pay any and all applicable taxes, if any, relating to any such payments of Fees, purchases, transactions or other monetary transactions.

Updates to Software Subscription Terms and Conditions

Shift reserves the right to amend and update the terms and conditions of this Agreement at any time. We shall notify you of any material changes to this Agreement by providing you with notification of such changes which will appear in a prominent location in your Software account or within the Software. Your accessing of and continued use of the Software constitutes your acknowledgement and acceptance of any modified terms to the Agreement.

Refund Process

Method 1: Log into your Software account using the online user portal https://shift.com/account/. Select “Subscription” and then “Request Refund” and follow the prompts.

Method 2: If you encounter technical difficulties or require further assistance, you may also reach out to our support team and they can assist you in cancelling your Software subscription: https://supportv9.shift.com/hc/en-us/requests/new.

Cancellation Process

Method 1: Log into your account using the online user portal https://shift.com/account/. Select “Subscription” and then “Cancel Subscription”.

Method 2: In the Shift desktop application, go to Options (lower left) > Settings > Billing > click “Cancel Subscription” and follow the prompts.

Method 3: If you encounter technical difficulties or require further assistance, you may also reach out to our support team and they can assist you in cancelling your Software subscription: https://supportv9.shift.com/hc/en-us/requests/new