I. INTRODUCTION AND ELIGIBILITY
Binding Agreement. These Terms constitute a binding agreement between you and ShiftVertical LLC. and its affiliates and subsidiaries (hereinafter “ShiftVertical,” “we,” “us”). “You” and “users” shall mean all visitors to the ShiftVertical Service and its related offering. You accept these Terms each time you access the ShiftVertical Service. If you do not accept these Terms, you must not use the ShiftVertical Service. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the ShiftVertical Service.
Revisions to Terms. We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms. Your continued use of the ShiftVertical Service after a change to these Terms constitutes your acceptance of the current Terms.
Children. No part of the ShiftVertical Service is directed to persons under the age of 13.
The terms “post” and “posting” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the ShiftVertical Service.
II. THE SHIFTVERTICAL SERVICE
The “ShiftVertical Service” means the website located at www.shiftvertical.com and any associated software, applications, and Internet services under ShiftVertical’s control, whether partial or otherwise, used in connection with the services provided by ShiftVertical. The ShiftVertical Service provides an online platform to enable you to view information online and through other connected devices about classes, courses, workshops, and other education programs and events offered by ShiftVertical (collectively, “Courses”). These Courses are at the intersection of technology, design, and entrepreneurship and may be made available for free or for a fee, in ShiftVertical’s sole discretion. Together with our members, thought leaders, and seasoned practitioners (collectively, “Instructors”), ShiftVertical offers a robust curriculum focused on entrepreneurship and practices by which design and technology can be leveraged to create industry-changing products and successful companies. The ShiftVertical Service will also permit the community of users to engage in discussions and communications with one another and with the Instructors. “Tyngu Content” means ShiftVertical’s multi-media library of prior and current Courses and live-stream transmissions of future Courses.
Cancellation and No Show Policies. We determine the scheduling and cancellation policies and apply them at our discretion. You should contact us directly, not Instructors, for any rescheduling or cancellation questions. The ShiftVertical Cancellation Policy is contained in these Terms.
Chat Room Service. You may be able to engage in online chat sessions with other users of the ShiftVertical Service, including Instructors. You should exercise caution, good sense, and sound judgment when submitting messages to be posted in a chat room. Think – and read twice – before you post anything. Once something is posted online it may live in perpetuity, and messages posted today could be highly embarrassing or damaging to your credibility or reputation in the future. You are responsible for any comments or materials you post in a chat room, and assume all liability arising out of a post. ShiftVertical makes no representations and warranties with respect to the confidentiality of any posts you make through the ShiftVertical Service.
Information You Provide to Instructors. Your Instructors may ask for information, such as your email address, from you to help facilitate the provision of the Course. Instructors are required to use this information only to communicate about Course materials in a professional manner. However, you agree that we are not responsible for any use of this information by an Instructor for other purposes.
Third-Party Services. The ShiftVertical Service may link to third-party websites to facilitate its provision of services to you. If you use these links, you will leave the ShiftVertical Service. Some of these third-party websites may use ShiftVertical Content (defined below) under license from ShiftVertical. ShiftVertical is not responsible for these third-party websites, whether or not ShiftVertical is affiliated with such third-party websites. Through our use, we do not endorse the organizations sponsoring such third-party websites or their products or services. You agree that ShiftVertical is not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings you may have on or through a third-party website or as a result of the presence of any third-party advertising on the ShiftVertical Service.
ShiftVertical Is Not Your Attorney or Financial Advisor. Do not contact ShiftVertical for legal or financial advice. You agree and acknowledge that ShiftVertical and its Instructors are not financial advisors, are not a law firm, and are not authorized to deliver financial advice or practice law in any jurisdiction. ShiftVertical does not give legal advice in any form or practice law in any way. Any data obtained from or through the ShiftVertical Service is for information purposes only, and you are responsible for confirming the accuracy and appropriateness of such data for your own business or venture with your own tax, financial, and legal advisors.
Social Sign-On. The ShiftVertical Service may allow you to register and log in using sign-on functionality provided by social networks, such as Facebook. You agree to abide by the social networks’ terms and conditions applicable to you.
Featuring a Course or Instructor. The ShiftVertical Service may feature a Course or Instructor as an advertisement, but this is not a recommendation of such Course or Instructor. We may also recommend a Course as part of a collection of Courses. However, as stated more fully elsewhere in these Terms, ShiftVertical makes no representations as to the quality or nature of Courses or Instructors shown on the ShiftVertical Service.
Featuring Your Student Work. We may promote ShiftVertical using the work you completed as part of completing a Course (“Student Work”) with your permission, and you grant ShiftVertical a nonexclusive license to use your name in combination with your Student Work in any and all media in connection with ShiftVertical’s promotional efforts. Our use will be limited to promoting ShiftVertical. ShiftVertical will include your name and attribute the Student Work to you.
III. FINANCIAL MATTERS
You may have to pay a fee to attend a Course or subscribe to Tyngu Content through the ShiftVertical Service.
Courses. ShiftVertical may charge you fees to attend a Course. The amount of any fees may be revised by ShiftVertical from time to time and vary from region to region, and topic to topic.
Tyngu Content. ShiftVertical charges a monthly fee for a subscription to Tyngu Content. Tyngu Content may be available on a free trial or introductory offer basis. If such an offer is provided, only one user per household or email address is allowed at any given point in time. In addition, there is a limit of one trial per person and per email address in any given six-month period, unless otherwise stated in the offer. If you do not cancel your subscription within the trial or introductory offer period, we will charge the credit card you provided during the sign-up process. You agree to pay the applicable subscription fee as set forth on this site. ShiftVertical reserves the right to increase the Tyngu Content subscription fee or institute new charges upon reasonable notice. Fees for a Tyngu Content subscription are due in advance. You may cancel your membership at any time and such cancellation will be effective at the end of the month in which you provide notice of cancellation. Your membership will automatically renew each month, until you notify us of your decision to terminate your membership. Accordingly, you agree that your membership fee or subscription will be billed automatically each month, at or around the day of the month corresponding to the day of the month you originally registered for Tyngu Content, at the then-current rate to the credit card you used in your most recent transaction with us. ShiftVertical reserves the right to cancel your subscription at any time.
You Agree To Pay Us For Your Purchases. You agree to pay for all products and services that you purchase through the ShiftVertical Service, and you agree that we may charge your selected payment method, either directly or through the services of a third-party payment processor, for any such payments. Only those payment methods accepted by our third-party payment processor can be used to purchase products, goods, or services through the ShiftVertical Service.
Third-Party Payment Processors. ShiftVertical currently uses third-party payment processors for electronic commerce. Our third-party payment processor accepts payments through methods detailed on the applicable payment screen, which may include various credit cards and PayPal.
Availability of Certain Forms of Payment. ShiftVertical makes no representations and warranties about the continued availability of any particular form of payment method made available for use with the ShiftVertical Service.
Pre-Authorization. When you provide a credit card number to us to activate and/or pay for any fees related to ShiftVertical, we, through our third-party payment processor, may seek pre-authorization of your credit card account prior to a purchase to verify the credit card is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations will reduce your available balance by the authorization amount until it is released or reconciled with the actual charge. Please contact your card issuer if you have additional questions regarding when an authorization amount will be removed from your statement.
Timing of Charges. Charges occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together.
Disputed Charges. You agree to submit any disputes regarding any charge to your account in writing to ShiftVertical within thirty (30) days of such charge, or your dispute is waived and such charge will be final and not subject to challenge. You may dispute a charge by sending an email to use at email@example.com.
Refund Policy. We reserve the right, but are not obligated, to refund subscription fees paid to ShiftVertical. Our policy for providing refunds of subscription fees, if any, for purchases made by you, is expressed in this Refund Policy. Your payment instrument will immediately be charged the full cost of any plan for which you subscribe.
Cancellation of a Tyngu Content monthly subscription plan will be effective at the end of the month in which we receive notice of cancellation; there will be no pro-rata refund.
Cancellation of a Tyngu Content 6-month subscription plan will be effective at the end of the month in which we receive notice of cancellation. If cancellation is made within 48 hours of subscription, you will receive pro-rated reimbursement for three (3) months.
Cancellation of a Tyngu Content 1-year subscription plan will be effective at the end of the month in which we receive notice of cancellation. If cancellation is made within 48 hours of subscription, you will receive pro-rated reimbursement for six (6) months.
Cancellation of a 6-month or 1-year subscription plan will attract a processing and reverse charge fee of $10.
ShiftVertical may modify its refund policy at any time with or without specific notice to you; provided, however, that the refund policy in effect at the time of any transaction shall apply to such purchase despite any subsequent change in such policy. Please contact firstname.lastname@example.org.
Taxes. “Taxes” include sales, use, value added, or transaction taxes and other government-imposed fees and charges. You are responsible for determining and paying the appropriate taxes resulting from a transaction occurring through the ShiftVertical Service. ShiftVertical is not responsible for collecting, reporting, paying, or remitting any such taxes, unless required by law.
Currency. We accept a variety of international currencies, including U.S. Dollars, Brazilian Reais, Argentinian Pesos, Mexican Pesos, Great Britain Pounds, Euros, Hong Kong Dollars and Australian Dollars, depending on where you are located. The currency required for settling transactions with us will be displayed when you check out. Your transaction may be subject to applicable currency conversion-related transaction fees and exchange rate charges.
Fees Charged by Third-Party Payment Processors. The ShiftVertical Service uses third-parties to process payments. Use of such third-party payment services is subject to their terms and conditions of use. Those third-parties may charge fees to process your payments, and ShiftVertical is not responsible for any fees charged by them. ShiftVertical disclaims all liability with regards to any fees you may be assessed or problems you may encounter with such third-party payment processors.
IV. ACCOUNT CREATION AND USE BY AN AGENT
You agree that if you create an account and use the ShiftVertical Service on behalf of a business entity (e.g., corporation), you have the necessary legal authority and capacity to do so as an authorized agent of the business entity. You agree that you have the authority to bind the business entity in legal agreements and contracts.
V. YOUR ACCOUNT
If you create an account to use the ShiftVertical Service, you are responsible for your log-in credentials and for keeping your information safe, accurate and current. You are responsible for any activity conducted under your log-in credentials on the ShiftVertical Service.
To use some parts of the ShiftVertical Service, including Tyngu Content, you must create an account. If you subscribe to Tyngu Content, you will need to provide us with your name, email address and billing address, as well as your credit card information. You represent and warrant that the information you provide to ShiftVertical upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Your Log-In Credentials. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.
Electronic Notices. By using the ShiftVertical Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, customer service and administrative issues relating to your use of the ShiftVertical Service. If we learn of a security breach, we may attempt to notify you electronically by posting a notice on the ShiftVertical Service, or by emailing you at your most recent email address on record with ShiftVertical. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please email us at email@example.com.
VII. SHIFTVERTICAL’S CONTENT OWNERSHIP AND USE
The contents of the ShiftVertical Service include designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other ShiftVertical content (collectively, “ShiftVertical Content”). All ShiftVertical Content and the compilation (meaning the collection, arrangement, and assembly) of all ShiftVertical Content are the property of ShiftVertical or its licensors and are protected under copyright, trademark, and other laws. You may use the ShiftVertical Content while you use the ShiftVertical Service. You cannot use the ShiftVertical logo without our written permission.
License to You. We authorize you, subject to these Terms, to access and use the ShiftVertical Service and the ShiftVertical Content solely for the use of ShiftVertical’s services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the ShiftVertical Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original ShiftVertical Content on any copy you make of the ShiftVertical Content.
No material made available on or through the ShiftVertical Service may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner unless such content is specifically made available for and authorized to be downloaded from the ShiftVertical Service, in which case you are authorized to download a single copy of such materials for your own use. For example, certain Course materials may be made available as unprotected PDF files that can be downloaded by registered Course participants and/or other users of the ShiftVertical Service. Materials not made available for download may not be downloaded or copied without prior written permission. Modification of materials obtained from the ShiftVertical Service, including, but not limited to, User Content, for any other purpose, including, without limitation, any commercial purpose, is a violation of the copyrights and other proprietary rights of ShiftVertical or its licensors, unless you have obtained express written authorization to the contrary.
No Commercial Use. No materials obtained from the ShiftVertical Service, even if authorized for download from the ShiftVertical Service, may be redistributed, nor may they be used for any commercial purpose, without ShiftVertical’s prior written permission. Notwithstanding the prior sentence, the use of Course materials by a registered student of a Course for the development of a business, venture, or idea of which the registered student is actively involved as a founder or employee shall not be deemed a commercial purpose, but no additional reproductions may be made of any such materials, either electronically or in hard copy.
Additional Licenses. Certain materials made available for download from or through the ShiftVertical Service may be subject to additional or different license terms and conditions, such as terms and conditions set forth in a Creative Commons license. Any such terms and conditions shall be identified in advance for such materials, and by downloading any materials governed by any other license terms and conditions, you hereby agree to be bound by and to comply with such terms and conditions.
No Implied Rights. There are no implied licenses granted in these Terms.
ShiftVertical Marks. ShiftVertical, the ShiftVertical logo, and other ShiftVertical logos and product and service names are or may be trademarks of ShiftVertical (the “ShiftVertical Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the ShiftVertical Marks.
VIII. INTELLECTUAL PROPERTY RIGHTS AND OUR LICENSE TO USE
ShiftVertical Claims No Ownership. The ShiftVertical Service may provide you with the ability to create, post, or share content, including messages in chat rooms and Student Work (“Your User Content”). You or a third-party licensor, as appropriate, retain all intellectual property rights to Your User Content. You are responsible for protecting those rights.
If you are an Instructor, the license grant above is also applicable to any content you create for the purpose of your Course (such as syllabi, slides or homework) that you post on the ShiftVertical Course area of the platform.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, through use of the ShiftVertical Service, any right, title, or interest (including intellectual property rights) in content delivered via the ShiftVertical Service.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the ShiftVertical Service or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of Your User Content on or through the ShiftVertical Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Your User Content on the ShiftVertical Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of posting Your User Content on the ShiftVertical Service. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
IX. COPYRIGHT POLICY
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the ShiftVertical Service infringe your copyright, you (or your agent) may send ShiftVertical a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the ShiftVertical Service are covered by a single notification, a representative list of such works);
Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow ShiftVertical to locate the material on the ShiftVertical Service;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send ShiftVertical a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the ShiftVertical Service should be sent to Counsel, ShiftVertical, 261 Madison Avenue, New York, New York 10014 (firstname.lastname@example.org). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
X. SUGGESTIONS AND SUBMISSIONS
We do appreciate your comments, but if you send ShiftVertical creative comments and ideas, we may use them without compensating you.
We appreciate hearing from our users and welcome your comments regarding the ShiftVertical Service. Please be advised, however, that if you send us creative ideas, comments, suggestions, inventions, or materials (“creative ideas”), we shall:
own, exclusively, all now known or later discovered rights to the creative ideas;
not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XI. USER CONTENT DISCLAIMERS, LIMITATIONS, AND PROHIBITIONS
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the ShiftVertical Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the ShiftVertical Service. ShiftVertical does not endorse any, nor is it responsible for, User Content on the ShiftVertical Service. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the ShiftVertical Service only for its intended purpose. You must use the ShiftVertical Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the ShiftVertical Service are prohibited. You may not:
attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the ShiftVertical Service, user accounts, or the technology and equipment supporting the ShiftVertical Service;
frame or link to the ShiftVertical Service without permission;
use data mining, robots, or other data gathering devices on or through the ShiftVertical Service;
post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
disclose personal information about another person or harass, abuse, or post objectionable material;
sell, transfer, or assign any of your rights to use the ShiftVertical Service to a third party without our express written consent;
post advertising or marketing links or content, except as specifically allowed by these Terms;
use the ShiftVertical Service, without our consent, after your account has been terminated;
use the ShiftVertical Service in an illegal way or to commit an illegal act in relation to the ShiftVertical Service or that otherwise results in fines, penalties, and other liability to ShiftVertical or others; or
access the ShiftVertical Service from a jurisdiction where it is illegal or unauthorized.
XII. CONSEQUENCES OF VIOLATING THESE TERMS
We reserve the right to suspend or terminate your account and prevent access to the ShiftVertical Service for any reason, at our discretion. We reserve the right to refuse to provide the ShiftVertical Service to you in the future.
ShiftVertical may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the ShiftVertical Service.
You are responsible for any claims, fees (including reasonable legal fees), fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the ShiftVertical Service.
XIII. SHIFTVERTICAL’S LIABILITY
Changes to the ShiftVertical Service. We may modify, change, suspend, or discontinue any aspect of the ShiftVertical Service at any time, including hours of operation or availability of the ShiftVertical Service or any feature, without notice to or liability to you.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the ShiftVertical Service, including POP licensing or relationship authentication. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release ShiftVertical from all claims, demands, and damages in disputes among users of the ShiftVertical Service. You also agree not to involve us in such disputes.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the ShiftVertical Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the ShiftVertical Service. Use the ShiftVertical Service at your own risk.
Third-Party Websites. The ShiftVertical Service may include links to third-party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Released Parties Defined. “Released Parties” include ShiftVertical and its affiliates, officers, employees, agents, service providers, partners, Instructors, and licensors.
A. DISCLAIMER OF WARRANTIES
You use the ShiftVertical Service at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SHIFTVERTICAL SERVICE IS AT YOUR SOLE RISK, AND THE SHIFTVERTICAL SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SHIFTVERTICAL SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SHIFTVERTICAL SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SHIFTVERTICAL SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SHIFTVERTICAL SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SHIFTVERTICAL SERVICE WILL MEET YOUR EXPECTATIONS AND, AND (iv) ANY ERRORS IN THE SHIFTVERTICAL SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SHIFTVERTICAL SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHIFTVERTICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SHIFTVERTICAL SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SHIFTVERTICAL SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SHIFTVERTICAL SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SHIFTVERTICAL SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SHIFTVERTICAL SERVICE OR YOUR USE OF SHIFTVERTICAL CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any ShiftVertical Content, or (iii) your breach of these Terms. We shall provide prompt notice to you of any such claim, suit, or proceeding.
XIV. GENERAL TERMS
These Terms constitute the entire agreement between you and ShiftVertical concerning your use of the ShiftVertical Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
XV. ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL
These Terms and the relationship between you and ShiftVertical shall be governed by and construed in accordance with the laws of the state of New York, without regard to conflict of law provisions. You and ShiftVertical hereby agree to submit to binding arbitration any and all disputes relating to or arising from use of the ShiftVertical Service, under commercial rules of the American Arbitration Association. Any such arbitration shall be venued and conducted exclusively in New York City, New York.
You also acknowledge, understand and agree that, with respect to any dispute with ShiftVertical arising out of or relating to your use of the ShiftVertical Service or these Terms:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OR IT IS FOREVER BARRED.
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