IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
Table of Contents
- Acceptance of Terms
- Modifications to these Terms
- Additional Policies
- Eligibility and Scope
- Account Registration
- Vehicle Purchases
- Vehicle Sales
- Rules and Prohibitions
- License to the Services; Modifications to the Services
- Account Suspension or Termination
- Proprietary Rights
- Third-Party Links and Resources
- Warranties, Disclaimers, and Limitation of Liability
- Indemnification and Release
- Arbitration and Class Action Waiver
- Export Control
- Shift Text Messages
1. Acceptance of Terms
Like other sites and services, certain terms and conditions apply. By using our Services, you agree to the terms and conditions here.
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, your acceptance of the Terms will be deemed an acceptance by that entity or individual, and “you” and ”your” herein shall refer to that entity, its directors, officers, employees, and agents.
2. Modifications to these Terms
We may have to change these Terms periodically. We don’t think you’ll have any issues with our changes, but for most changes, you have to agree to continue using Shift.
3. Additional Policies
For certain users who make purchases, sales, or leverage financing available on or through the Services, such use may also be governed by a contract with Shift and/or one of our third-party partners. If there is a conflict between these Terms and such agreement, the latter takes precedence with respect to your use of that service or engagement in that transaction.
4. Eligibility and Scope
Just like rules that limit who can drive, we have rules on who can use Shift. You have to be 18 years or older.
You may use the Service only if you are 18 years of age or older and can form a binding contract with Shift, and only in compliance with these Terms and all applicable laws, rules, and regulations. By accessing or using the Services, you represent and warrant that you are 18 or older and can form a binding contract with Shift.
If Shift has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
5. Account Registration
Some offerings on Shift require you to create an Account. To keep us and our users safe, you agree to be honest in your creation of that Account.
You may be required to register for a password-protected account (“Account”) to use parts of the Services. You must provide accurate, current, and complete information during the registration and at all other times when you use the Services, and to update information to keep it accurate, current, and complete.
You are solely responsible for safeguarding your Account password. You are solely responsible for all activity that occurs on your Account, and we may assume that any communications we receive under your Account have been made by you. You must notify Shift immediately of any breach of security or unauthorized use of your Account. Shift will not be liable and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by Shift or a third party arising from someone else using your Account due to your conduct regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.
6. Vehicle Purchases
We’ve made car buying easy and affordable. We also make your life easier with warranty plans, insurance options, and financing. Here are some details.
The Services may enable you to purchase vehicles from Shift. The Services contain descriptions of vehicles available for purchase. While we undertake reasonable efforts to ensure the accuracy of descriptions of our available vehicles, there may be errors or omissions relating to availability, pricing, text, or photos. There may also be errors based on information available to us regarding the vehicle (e.g. through our use of third-party services that provide vehicle history reports). Before making any purchase, please inspect the vehicle carefully to confirm it is consistent with the vehicle you are seeking to purchase. We cannot be liable and explicitly disclaim any liability for errors based on information on vehicle history reports or from other third-party services. Shift reserves the right to refuse or cancel any orders placed for vehicles displayed at incorrect prices, regardless of whether the orders have been confirmed and/or payment has been made.
Shift Certified Vehicles
Available vehicles for purchase on the Services may include Shift Certified vehicles, which are pre-owned vehicles that have passed Shift’s rigorous 150+ point inspection. All Shift vehicles come with a detailed inspection report so buyers can see the detail in which we’ve reviewed and inspected our vehicles. Available vehicles that have passed our rigorous inspection standards shall be marked as “Shift Certified” on the Services. Unless otherwise specified on the Services, all other vehicles not bearing the “Shift Certified” mark are sold on an “As Is” basis with no warranties of any kind.
Shift Value Vehicles
Shift may also offer Shift Value vehicles, which are pre-owned vehicles sold on an “As Is” basis. Although Shift does not sell Shift Value vehicles with any warranty, the Shift limited return policy still applies, unless otherwise communicated at the time of purchase. This means that, unless provided otherwise in your Purchase Agreement, you may return a Shift Value vehicle purchased from us within seven days or 200 miles (whichever comes first).
Process for Purchasing a Vehicle Through the Services
While you do not need an Account to view available vehicles, you must create an Account to purchase a vehicle or schedule a test drive with a Shift employee. We encourage you to review all vehicle details, photos, reports, etc. to confirm the features and condition of the car before purchase. If you book a test drive, please note that test drives are subject to cancellation, e.g., if another prospective buyer places a deposit on the vehicle. We will notify you if a test drive is cancelled.
To reserve a vehicle prior to purchase, you must place a nonrefundable deposit. The amount of such deposit depends on the vehicle and will be displayed to you through the Services. When you submit funds to Shift sufficient to cover the deposit, Shift will place a hold on the vehicle you select. Unless otherwise specified in the Services, the hold will reserve the vehicle for you for 72 hours from the time you place the hold. It is not necessary to reserve a vehicle before purchasing, but we cannot guarantee the availability of any vehicle unless the vehicle has been reserved by the payment of a deposit. All deposits are nonrefundable, regardless of whether a purchase is made. If you reserve a vehicle by submitting a deposit and then purchase the reserved vehicle, the amount of the deposit will be credited toward the purchase price of the vehicle.
If you decide to purchase a vehicle, you will be required to review and execute a separate purchase agreement (the “Purchase Agreement”). In the event of any conflict between the Purchase Agreement and these Terms, the terms of the Purchase Agreement shall govern with respect to your purchase of a vehicle from Shift.
We stand by the quality of our vehicles, so unless otherwise communicated at the time of purchase, all vehicles come with a limited return policy. Unless provided otherwise in your Purchase Agreement (e.g., if the vehicle is damaged after purchase), you may return any vehicle purchased from us within seven days or 200 miles (whichever comes first).
Unless otherwise specified in your Purchase Agreement, all Shift Certified vehicles come with a 30-day limited powertrain warranty. Please review the applicable terms and conditions governing the warranty for further details. Shift does not provide a warranty on Shift Value vehicles or other vehicles sold on an “As-Is” basis.
Vehicles purchased using the Services may also be under a manufacturer’s warranty. SHIFT DOES NOT ADMINISTER OR WARRANT MANUFACTURER WARRANTIES. PLEASE CONSULT THE APPLICABLE MANUFACTURER FOR DETAILS OF ANY APPLICABLE MANUFACTURER WARRANTY. SHIFT FURTHER DISCLAIMS ALL LIABILITY FOR MANUFACTURER’S RECALLS.
Vehicle Protection Plans
You may also be able to purchase a vehicle protection plan for vehicles purchased from Shift. Such plans are subject to applicable terms and conditions, which will be made available to you as applicable.
Vehicle Maintenance Plans
Users who purchase vehicles through the Services may also be eligible for vehicle maintenance plans. Such plans are subject to additional terms and conditions, which will be made available to you as applicable.
Users who purchase vehicles through the Services may also be eligible to purchase insurance from a third-party insurance provider through Shift. Such insurance plans are subject to additional terms and conditions, which will be made available to you as applicable.
7. Vehicle Sales
We’ve made selling your car a breeze. Here are the details on how to do it through Shift.
Process for Selling a Vehicle to Shift
To simplify the selling process, Shift provides a tool that gives users an estimate of the price at which Shift may offer to purchase their vehicle (the “Estimator Tool”). To use the Estimator Tool, you will be required to submit certain information about your vehicle, including without limitation (1) the make/model; (2) year of manufacture; (3) mileage, (4) Vehicle Identification Number (“VIN”); and (5) license plate number. You must also provide us with certain contact information to receive an estimated price at which Shift will purchase your vehicle (the “Estimate”) Using the information provided, Shift will either provide an Estimate or decline to purchase your vehicle at that time. The actual offer price from Shift may differ, depending on factors including an in-person inspection of your vehicle by a Shift employee.
If you would like to proceed with selling your vehicle to Shift, you must schedule an in-person inspection by a Shift employee. Upon completing the inspection of the vehicle, a Shift employee may provide you with the actual offer price at which Shift will purchase your vehicle. If you agree to sell your vehicle to Shift, you will be required to review and execute a separate sales agreement (the “Sales Agreement”). To the extent of any conflict between the Sales Agreement and these Terms, the terms of the Sales Agreement shall govern with respect to your sale of a vehicle to Shift.
Voiding Sales Transactions
Though rare, in some unusual circumstances, we may void Sales Agreements. While Shift makes reasonable efforts to conduct thorough inspections, we may sometimes identify material defects in vehicles or title after taking possession of such vehicles after execution of a Sales Agreement. We may also discover that users seeking to sell vehicles to Shift have made material misstatements or omissions regarding the condition of those vehicles. In those instances and as otherwise provided in the Sales Agreement and in accordance with applicable law, Shift reserves the right to void the Sales Agreement within 24 hours or such longer period as may be provided in the Sales Agreement.
Process for Selling a Vehicle Through Shift on Consignment
Shift may also provide a service connecting vehicle owners who are seeking to sell their vehicles with individuals who are seeking to buy vehicles. If Shift makes consignment services available to individuals and you would like to use Shift’s consignment services, you must schedule an in-person inspection by a Shift employee. Upon completing the inspection of the vehicle, a Shift employee will inform you whether Shift will accept your vehicle for consignment. If you agree to sell your vehicle through Shift on consignment, you will be required to review and execute a separate consignment agreement (the “Consignment Agreement”). To the extent of any conflict between the Consignment Agreement and these Terms, the terms of the Consignment Agreement shall govern with respect to your sale of a vehicle through Shift.
8. Rules and Prohibitions
To protect ourselves, our business partners, and our users, we have rules on how you can use the Services.
You may not use the Services to:
- violate any law or to promote any illegal activities;
- offer any vehicle that you do not yourself own or have permission to sell;
- obtain or attempt to obtain unauthorized access to the Services or to Shift’s servers, systems, network, or data; scrape, access in violation of these Terms, monitor, index, mirror, frame, link, copy, or search (or attempt to do so) the Services by any means (automated or non-automated) other than through currently available, published interfaces that are provided by Shift (and only pursuant to these Terms) (crawling the Services is permissible in accordance with these Terms, but scraping the Services without the prior written consent of Shift is expressly prohibited);
- create more than one Account, use another person’s Account without authorization, impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;
- interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way;
- in any way violate any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights;
- make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services, data, or affect other users;
- undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures we may use to prevent or restrict access to the Services or use of the Services or the content therein;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; and/or
- attempt to indirectly undertake any of the foregoing.
Shift has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Shift may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
9. License to the Services; Modifications to the Services
So long as you follow our rules, we welcome your use of our Services. Circumstances may change though, so we may modify or eliminate certain or all services we provide.
Subject to your compliance with these Terms, Shift grants you a limited, non-exclusive, non-assignable, non-sub-licensable, revocable, license to use the Services as it is provided to you by Shift solely for your personal use and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Services. Shift may revoke this license at any time, in its sole discretion.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms. The Services are provided to you AS IS. If you download or print a copy of the Services for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Shift or its licensors, except for the licenses and rights expressly granted in these Terms.
All aspects of the Services are subject to change or elimination at Shift’s sole discretion.
10. Account Suspension or Termination
We can suspend or terminate your right to use our Services for any or no reason, e.g. to prevent fraud.
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate, or cancel your Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Services; and (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken. You may cancel your use of the Services and/or terminate your Account (if no longer necessary in connection with your use of the Services, such as if a transaction is pending) at any time by calling us at 855-744-3801.
11. Proprietary Rights
We respect your rights and require you to respect ours.
All right, title, and interest in and to the Services, are and will remain the exclusive property of Shift and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Shift and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Shift and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Shift and such others. Except as explicitly provided herein, nothing in these Terms gives you a right to use the Shift name or any of the Shift trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.
We love your feedback and suggestions! We just want to be sure we can use them.
Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non- exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Shift and its users any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your Account or the Services.
At Shift, we are deeply committed to the privacy of our customers. We value input from security researchers who are doing responsible vulnerability research and disclosure. Disclosures may be made via email to firstname.lastname@example.org.
13. Third-Party Links and Resources
We might have links on our site and app to other sites. We don’t endorse these sites, so be cautious when visiting and/or providing your information to those other sites.
14. Warranties, Disclaimers, and Limitation of Liability
We strive to make car buying and selling painless, but we can't promise it will be perfect. We're not liable for various things.
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, SHIFT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content thereon. Shift will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services. You also agree that Shift has no responsibility or liability for its deletion of, or the failure to store, retain, or transmit, any communications maintained by or transmitted through the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Shift or through the Services, will create any warranty not expressly made herein.
The Services are controlled and operated from Shift’s facilities in the United States. Shift makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHIFT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SHIFT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so if you are a resident of any of those jurisdictions, the limitations above may not apply to you.
15. Indemnification and Release
If someone sues us because of your violation of our Terms, you have to pay our costs.
TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD SHIFT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR VIOLATION OF THESE TERMS.
If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party." This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
16. Arbitration and Class Action Waiver
We don’t expect to get into any disputes with you. But if we do, here are the rules.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Shift agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to your use of the Services); and claims that may arise after the termination of these Terms or agreement to arbitrate. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Shift as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Shift’s support department at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Shift support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. If requested by Shift, Buyer also agrees to submit to a Vehicle inspection, conducted by Shift or a Shift agent.
To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com ); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center Suite 1500, San Francisco, CA 94111; and (c) send one copy of the Demand for Arbitration to Shift at 2525 16th St. San Francisco, CA 94103, ATTN: Legal.
You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Shift will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of California, United States of America. You and Shift further agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND SHIFT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt Out: Unless you have previously agreed to an arbitration and class action waiver provision for disputes with Shift, you have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to register for your account) written notice of your decision to opt out to firstname.lastname@example.org with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services or the effective date of the first set of Terms containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Shift also will not be bound by them.
Changes to This Section: Shift will provide thirty (30) days' notice of any changes to this section by posting on the Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Services.
17. Export Control
The Services are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country; (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List; or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You will not engage in activity that would cause us to be in violation of these laws and regulations, and will indemnify Shift for any fines, penalties or other liabilities incurred by us for your failure to comply with this provision.
18. Shift Text Messages
You may be given an opportunity to receive text messages from Shift. We or our service providers send text messages to: (1) provide you with information you requested from Shift; and (2) respond to your inquiries.
E-SIGN Disclosure. By agreeing to receive text messages, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing Shift at email@example.com with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email Shift at firstname.lastname@example.org with contact information and the address for delivery.
Costs of Signing Up for Shift Text Messages. Shift does not charge you for its text message program. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.
Frequency of Text Messages. The specific amount of text messages you receive may vary depending on how you use the Services.
Participating Carriers. Content is not available on all carriers and carrier participation could change. The content is not compatible with all cell phone models. Shift will not be liable for any delays in the receipt of any SMS messages or changes to the participating carriers as delivery is subject to effective transmission from your carrier with active participation at that time.
Eligibility. By signing up to receive Shift text messages, you represent that you are 18 years of age or older and understand the obligations and agree to the terms set forth in these Terms. You further represent that you are the subscriber of the cellular service at the mobile number provided or that you are authorized by the subscriber to sign-up for texts.
Opting Out of Shift Text Messages. If you no longer want to receive Shift text messages, you may text STOP at any time. After doing so, we may send you confirmation of your opt-out via text message.
Governing Law. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Shift, either specific or general, in jurisdictions other than California. These Terms shall be governed in all respects by the internal substantive laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims that must be arbitrated pursuant to the Arbitration and Class Action Waiver section, any claim or dispute arising in connection with the Services shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California, and you consent to the personal jurisdiction of and venue in such courts and waive any and all jurisdictional and venue defenses or objections otherwise available.
Section Headings and Summaries. The section headings and summaries in these Terms are for convenience only and have no legal or contractual effect.
Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Shift’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Force Majeure. Neither Shift nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Transferability and Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Shift without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received by mail at the address listed in the paragraph below.
Contact us. If you have any questions regarding these Terms or the Services, please contact us by mail at 2525 16th St., Ste 310, San Francisco, CA 94103, USA; by phone at 855-744-3873; or by email at email@example.com.