EULA

SOFTWARE END USER LICENSE AGREEMENT

This Software End User License Agreement was last revised and shall become effective as of MAY 28, 2022.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.

Shift Technologies Inc. (“Shift”) strives to provide exceptional software products that help to make your computing experience more enjoyable. By installing and using this Shift software (the “Software”) and any applicable documentation, media, manuals and other technical information including an online help system related to the Software (the “Related Materials”), you hereby agreed to the following terms and conditions.

THE SOFTWARE AND THE RELATED MATERIALS ARE PROVIDED TO YOU BY SHIFT FOR USE ONLY IN ACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS SET OUT IN THIS SOFTWARE END USER LICENSE AGREEMENT (THE “AGREEMENT”). ALL RIGHTS WHICH ARE NOT EXPRESSLY GRANTED TO YOU UNDER THIS AGREEMENT ARE RESERVED BY SHIFT.

1. LICENSE

Subject to the terms and conditions of this Agreement, Shift grants to you a revocable, limited, non-exclusive, non-transferable license, without the right to sublicense, to install the Software on your computer system and to use the Software and the Related Materials in accordance with this Agreement and any other written agreement that you may have with Shift. These terms and conditions will also govern any Software upgrades and updates provided by Shift that replace and/or supplement the original Software, unless such upgrades and/or updates are accompanied by a separate license agreement, in which case the terms and conditions of that license agreement will govern. You are being granted a right and license to use the Software and the Related Materials. Shift does not transfer title of the Software or the Related Materials to you. This Agreement is a legally binding agreement between Shift and you. If you do not agree to the terms and conditions of this Agreement, you are required to immediately cease installing or using the Software and any Related Materials, and remove the Software and any Related Materials from your computer. Shift reserves the right to terminate this Agreement and the licenses granted in the event that you breach any term or condition of this Agreement.

2. THIRD PARTY CONTENT AND SOFTWARE

The Software may include third-party software components and technologies. Such third-party software may incorporate certain open-source software and code, which is being licensed to you and is subject to the licensing terms and conditions of each applicable third-party provider. You are permitted to use and may be permitted to distribute, free of charge, certain source code of the Software functionality under the applicable public licenses. The applicable open source licenses may permit you to copy, run, modify, and/or redistribute the open-source components, subject to certain restrictions, described in the terms of each applicable licence. You are responsible for reviewing and complying with each applicable licence. The terms and conditions of this Agreement are not intended to limit your rights under the applicable third-party open source licenses, nor grant you any rights that supersede the terms and conditions of any particular third-party open-source licenses. You acknowledge and agree that in the event of any conflict or discrepancy between the terms and conditions set out in this Agreement and the applicable third-party open-source license, the terms of the third-party open-source license shall govern and prevail.

The Software may utilize various third-party open-source software code and technologies, and the applicable licenses can be viewed at https://shift.com/third-party-licenses.

3. DISTRIBUTION

Unless otherwise authorized herein or by a written agreement between you and Shift, the Software, any Related Materials, and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part. For information about redistribution of this Software, please contact Shift at: https://shift.com/.

4. USER AGREEMENT

4.1 Use Restrictions - You shall use the Software and any Related Materials in compliance with all applicable laws and not for any unlawful purpose. The assignment, sublicense, networking, timesharing, sale, or distribution of copies of this Software is strictly forbidden without the prior written consent of Shift. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of this Software. You shall not allow others to use or make copies of this licensed Software. Others may obtain a copy of the Software from: https://shift.com/.

4.2 Copyright Restriction - You acknowledge and agree that any and all intellectual property rights to or arising from the Software and Related Materials, including any new releases, modifications, updates or enhancements, are and shall remain the exclusive property of Shift and/or its licensors. Nothing in this Agreement intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in, you. You are only entitled to the limited use of the intellectual property rights granted to you under this Agreement. You will not take any action to jeopardize, limit or interfere with the intellectual property rights of Shift. You acknowledge and agree that any unauthorized use of any Shift intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and intellectual property rights in and to any third-party content that is not contained in the Software or any Related Materials, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. The Software and Related Materials contain copyrighted material, trade secrets and other proprietary material. You shall not remove or obscure any copyright, trademark, trade-secret, or other proprietary notices or legends from the Software or Related Materials. You shall not, and shall not attempt to directly or indirectly, modify, reverse engineer, disassemble or decompile this Software or the Related Materials, nor can you create any derivative works or other works that are based upon or derived from the Software or Related Materials in whole or in part. The foregoing shall not apply to any open source software and/or technologies as defined under Section 2 above, and you agree to comply with any and all terms, conditions, licenses, guidelines, and policies with respect to such open source software and/or technologies. No program, code, part, image, or text may be copied or used in any way by the user except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Shift and its applicable licensors.

4.3 Limitation of Liability & Indemnification - You will indemnify, hold harmless, and defend Shift, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of the Software and the Related Materials. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL SHIFT, ITS LICENSORS AND CONTRIBUTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, PERSONAL INJURY, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE RELATED MATERIALS, ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS, OR THE USE OR INABILITY TO USE THE SOFTWARE, THE RELATED MATERIALS, ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF SHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SHIFT BE LIABLE FOR ANY FAILURE OR DELAY RESULTING FROM ANY GOVERNMENTAL ACTION, FIRE, FLOOD, INSURRECTION, EARTHQUAKE, POWER FAILURE, RIOT, EXPLOSION, EMBARGO, STRIKES WHETHER ELGAL OR ILLEGAL, LABOR OR MATERIAL SHORTAGE, TRANSPORTATION INTERRUPTION OF ANY KIND, WORK SLOWDOWN, OR ANY ACTION BEYOND ITS REASONABLE CONTROL. WITHOUT LIMITING ANY OF THE FOREGOING, SHIFT’S TOTAL AGGREGATE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT, OR GENERALLY, WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSE TO USE THE SOFTWARE. THIS LIMITATION OF LIABILITY ALSO APPLIES TO ANY CLAIMS THAT YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT SHIFT WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH UNDER THIS LIMITATION OF LIABILITY.

4.4 Disclaimer and Warranties - THE SOFTWARE, THE RELATED MATERIALS, AND ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS ARE BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN WRITING BY AN AUTHORIZED EMPLOYEE OF SHIFT, SHIFT AND ITS LICENSORS AND CONTRIBUTORS MAKE NO REPRESENTATION OR WARRANTIES IN RESPECT OF THE SOFTWARE, THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS AND EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. SHIFT AND ITS LICENSORS AND CONTRIBUTORS FURTHER DO NOT REPRESENT OR WARRANT THAT THE SOFTWARE, THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS WILL ALWAYS BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SHIFT, ITS LICENSORS AND CONTRIBUTORS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE SOFTWARE,THE RELATED MATERIALS, OR ANY THIRD-PARTY SOFTWARE COMPONENTS, TECHNOLOGIES, OR EXTENSIONS. WITHOUT LIMITING THE FOREGOING DISCLAIMER, SHIFT AND ITS LICENSORS AND CONTRIBUTORS DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SOFTWARE OR ANY OF ITS SERVICES (I) WILL ALWAYS BE AVAILABLE OR FREE FROM ALL HARMFUL COMPONENTS OR ERRORS; OR (II) WILL BE SECURE OR IMMUNE (INCLUDING THE CONTENT DELIVERED TO YOU OR THE INFORMATION THAT YOU PROVIDE) FROM UNAUTHORIZED ACCESS OR MALICIOUS ATTACKS.

4.5 Governing Law - This Agreement, and all claims related to it or the performance by both parties under it, shall be interpreted and governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein, except any principles regarding conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent Courts of Appeal therefrom with respect to any and all legal action and proceedings and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions. To the fullest extent permitted by applicable law: (i) no legal proceeding shall be joined with any other; (ii) there is no right or authority for any dispute under this Agreement to be litigated or resolved on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any dispute under this Agreement to be brought in a purported representative capacity on behalf of the general public or any other person. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST SHIFT ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

4.6 Term and Termination - This Agreement will be effective from the date that you install the Software and shall remain effective until terminated by either Shift or you. Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement and the licenses granted herein. You may terminate this Agreement with immediate effect at any time, with or without cause. Upon termination of the license granted herein for any reason, you agree to immediately cease use of the Software and any Related Materials and destroy all copies of the Software and Related Materials. The financial obligations incurred by you or any indemnification obligations by you shall survive the termination of this license.

4.7 Equitable Relief - You agree that a material breach of this Agreement by you would cause irreparable injury to Shift for which there may be no adequate remedy at law. Shift shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.

4.8 No Waiver - No term or condition of the Agreement will be deemed amended or waived, and no breach excused, unless such amendment, waiver or consent is in writing and signed by Shift. The failure of Shift to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Shift to enforce each and every such provision thereafter.

5. SAVED PASSWORD SECURITY

Certain features of the Software have been developed with encryption technology to protect the information and data that you provide through the Software. When enabled by you, these features provide additional security by creating a separate vault which is designed to isolate your information and data from certain attacks including data leakage, unauthorized access, malware or malicious attacks. Shift creates an encrypted file that contains the information and data provided by you which is then stored on your computer in the vault created by the Software. If you enable Password Syncing, the encrypted file is transmitted to Shift’s vault service and synchronized with your other devices. Shift’s vault service and synchronization process encrypts the transmitted file a second time providing an additional layer of protection. Although the Software uses advanced encryption technologies, Shift does not guarantee or warrant that the Software or vault service will prevent any unauthorized access to the information and data that you provide through the Software or during any synchronization process. To aid in password recovery and to enable password syncing on additional devices, Shift produces an emergency kit containing the vault password. It is strongly recommended that you print a copy of this emergency kit (or save it to a USB key or external hard drive) and store it in a safe place. IF YOUR VAULT PASSWORD IS LOST, THE VAULT DATA CANNOT BE RECOVERED. SHIFT SHALL NOT BE LIABLE FOR ANY LOSS OF INFORMATION OR DATA ARISING FROM YOUR FAILURE TO SAVE THE EMERGENCY KIT NOR SHALL SHIFT BE LIABLE TO YOU IN ANY WAY FOR ANY UNAUTHORIZED ACCESS TO YOUR EMERGENCY KIT.

6. CONSENT TO USE OF DATA

You agree that Shift may collect and use information transmitted by you through the Software, the Related Materials, and/or gathered in any manner as part of the services provided to you, if any. Shift will not collect any personally identifiable information from your computer location or workstation during this process. Shift may also use any information collected to improve and enhance the Software, the Related Materials, and to provide notices to you which may be of use or interest to you. The Software contains components that enable and facilitate the use of certain technologies and Internet-based services. You acknowledge and agree that Shift may automatically check the version of the Software that has been installed on your computer system that you are utilizing and may provide updates, upgrades, or fixes to the Software. The Software may automatically download and install updates, upgrades, or fixes to the Software from Shift. These updates, upgrades, or fixes are designed to improve, enhance, and further develop your use of the Software. You agree to receive such updates, upgrades, or fixes (and permit Shift to deliver these to you) as part of your use of the Software.

For more information on Shift’s Privacy Policy, please visit https://shift.com/privacy.

7. ADVERTISEMENTS

Some components of the Software may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored by or through the Software, queries made through the Software or other information. The manner, mode and extent of advertising by Shift through the Software are subject to change without prior notice to you. In consideration for Shift granting you access to and use of the Software, the Related Materials, and any associated services, you agree that Shift may place such advertising on the Software. Shift may have no control over any third-party content, software, or resources which are being provided through such advertising. When using the Software, you acknowledge and agree that Shift is not responsible for the availability of any third-party external sites, content, or resources, and Shift does not endorse any advertising, products, services, or other materials on or available from such web sites, content, or resources made available through such advertising. You further acknowledge and agree that Shift shall not be liable for any loss or damage, or personal injury which may be incurred by you as a result of the availability of those external sites, content, or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such third-party web sites, content, or resources.

8. THIRD PARTY SOFTWARE APPLICATIONS AND EXTENSIONS

Shift may advertise and recommend third-party software applications and software extensions to you for the purposes of enhancing your experience with the Software. These third-party applications and software extensions are intended to work with the Software to provide additional features and functionality. When using any third-party application or software extension(s) as identified and recommended through the Software and/or the Related Materials, or as advertised and recommended by Shift, you will be bound to that third-party’s own terms and conditions and legal agreements. All third-party content, software product names, company names, and software extensions displayed in the Software, and the Related Materials are for identification purposes only and may be the copyright and trademark of their respective owners. Shift is in no way affiliated with nor does Shift represent or endorse any of the companies identified and displayed in the Software and/or the Related Materials. UNDER NO CIRCUMSTANCE SHALL SHIFT BE LIABLE FOR ANY LOSSES (INCLUDING DATA OR PROFIT LOSS, LOSS OF BUSINESS, OR LOSS OF USE), DAMAGE, OR ANY OTHER CONSEQUENCES THAT MAY ARISE AS A RESULT OF YOUR USE OF ANY THIRD-PARTY SOFTWARE APPLICATIONS AND SOFTWARE EXTENSIONS. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING, INSTALLING, AND USING ANY THIRD-PARTY SOFTWARE APPLICATIONS AND SOFTWARE EXTENSIONS.

9. CHANGES TO TERMS

Shift may make changes to the terms and conditions of this Agreement from time to time, and at its sole discretion. When these changes are made, Shift will make any new terms and conditions available to you from within, or through, the Software or by other communication methods. You understand and agree that if you use the Software after the date on which the Software terms and conditions have changed, Shift will treat your continued use of the Software as acceptance of the updated terms and conditions.