TERMS OF USE

Welcome to the Shift Thinking®, website, namely Shift.to™ (hereinafter also referred to as the “Website”). Shift Thinking is a division of ORBIT, LLC. Thank you for visiting our Website and reviewing our Terms of Use for use of this Website (“Terms of Use”). Shift Thinking and Orbit, LLC (hereinafter collectively referred to as “Shift Thinking” “Orbit,” “we,” “us,” our”), has created this Website and made its contents (hereinafter referred to as the “Website Materials”) available for your use, subject to the Terms of Use set forth below.

I. ACCEPTANCE OF TERMS OF USE

BY ACCESSING, BROWSING OR USING IN ANY WAY, WITHOUT LIMITATION, ANY MATERIAL SET FORTH ON THIS WEBSITE, YOU AGREE TO AND ARE BOUND BY THESE TERMS OF USE. PLEASE READ THE TERMS OF USE CAREFULLY. In the event you breach any of the Terms of Use, authorization for you to use this Website shall automatically terminate and upon such termination you are required to immediately destroy any and all copies of Website Materials that you downloaded or printed. If you do not agree to all of these Terms of Use, please do not use or access the Website. Your right to use the Website is not transferable.

The contents of the Website, including the text, graphics, images, information created by Orbit and/or its licensors and other material are to be used for informational purposes only. By using this Website and/or ordering products or services from Orbit, you agree that Orbit’s licensor’s are each, intended third party beneficiaries of these Terms of Use, with protections and all enforcement rights equal to those of Orbit.

II. INTELLECTUAL PROPERTY

A. GENERAL COPYRIGHT INFORMATION

All Website Materials and the compilation of all content included on this Website are protected by the United States and International Copyright Laws and are owned by us licensed to us, or owned by third parties.

You may not modify or sell Website Materials. You may not reproduce, display publicly or otherwise use the Website Materials in any way for any public or commercial purpose and the electronic reproduction or reprinting of any graphic or text, in whole or in part, from the Website, for any purpose, is strictly prohibited, without the prior written consent of Orbit, LLC. You shall be responsible for any damages arising out of such unauthorized use.

B. TRADEMARKS

See Copyright and Trademark Information Page.

C. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE AND PROCEDURE

The Digital Millennium Copyright Act (DMCA) provides copyright owners with recourse in the event that copyright owners believe that their rights under the United States Copyright Act have been infringed by acts of third parties via the Internet. If you believe that your copyrighted work has been used without your authorization and that such work is available or used on the Website and may amount to copyright infringement in violation of the DMCA, you may provide notice to our DMCA contact person as listed below in this section. Your notice must include the following in order for the notice to be effective:

(i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is alleged to be infringed;

(ii) identification of copyrighted work or list of works at the Website claimed to have been infringed (Note: a single notification covers multiple copyrighted works at one Internet site);

(iii) identification of the material that is claimed to be infringing or claimed to be the subject of the infringing activity and for which removal is warranted or disablement of access is warranted;

(iv) contact information for the complaining party, sufficient to allow us or our attorney or agent to contact the complaining party (for example, the address, telephone number and e-mail address at which the complaining party may be contacted);

(v) a statement made by the complaining party that the complaining party or his/her/its agent has a “good faith” belief that the copyright owner, his/her/its agent or the law has not authorized the use of the material in the manner complained of;

(vi) a statement that the information contained in the notification is accurate under the penalties of perjury, and that the complaining party is the owner of the exclusive right that is allegedly infringed or that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Please contact us as follows, for purposes of DMCA notices:

E-mail address: copyright@Shift.to Only notices pertaining to claims of copyright infringement occurring on this Website will be responded to.

D. IDEA INFORMATION

To avoid misunderstandings and disputes, we do not accept unsolicited ideas, suggestions, or comments (collectively hereinafter referred to as “Ideas”). If you submit to us your Ideas, despite our policy, you agree that such Ideas shall be treated as non-confidential, non-proprietary and automatically be our property, without compensation to you. You further agree that we may disclose, use, sell or exploit the Ideas without limitation or restriction and in any manner without compensation to you, unless otherwise prohibited by law.

E. HYPERLINK; LINKING

Websites that have links to this Website, without written authorization or permission from us, do not have any affiliation with us.

III. PRIVACY

Please see our Privacy Policy related to the collection and use of your information. You acknowledge and agree that our Privacy Policy is incorporated in, and made a part of, these Terms of Use. You should not use this Website or submit any information on or to this Website, if you do not agree with our Privacy Policy.

Click here for our Privacy Policy.

IV. DISCLAIMERS AND LIMITATIONS OF LIABILITY

You agree that use of this Website and use of our goods and/or services is at your sole risk. Neither Shift Thinking, Orbit, LLC, nor any of its managers, members, officers, directors, attorneys, agents, employees, or the like, warrant that this Website will be uninterrupted, error free, free from viruses, Trojan Horses, worms, harmful or malicious code, keyboard loggers, or other defects. The products, services and information set forth on this Website may also contain inaccuracies or typographical errors. Shift Thinking® makes no warranty as to the results that may be obtained from use of this Website or to the currency, accuracy or reliability of any information, service, content or products set forth or offered on this Website, or by Shift Thinking.

Links to other websites set forth on this Website, neither imply any endorsement of the linked website by us, nor does it imply any affiliation between us and owner(s) of the linked website. You agree that we shall have no responsibility to you regarding any website link set forth on this Website.

Orbit does not endorse, recommend or sponsor and is not endorsed by, recommended by or affiliated with, any individuals or entities listed, described or linked to on this Website, unless that fact is expressly stated by Orbit on this Website.

WE PROVIDE USE OF THIS WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE AVAILABILITY OF ANY SERVICES OR PRODUCTS OFFERED ON OR THROUGH THE WEBSITE, OR THE CONTENT, MATERIAL, PRODUCTS OR INFORMATION SET FORTH ON THIS WEBSITE. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED WITH REGARD TO THE CONTENT, WEBSITE MATERIALS, PRODUCTS, SERVICES OR INFORMATION AVAILABLE ON THIS WEBSITE OR OTHERWISE OFFERED BY SHIFT THINKING®, TO THE FURTHEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY. BY USING THIS WEBSITE AND/OR WEBSITE MATERIALS, YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE AND/OR WEBSITE MATERIALS IS AT YOUR SOLE RISK.

WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE.

NO VERBAL OR WRITTEN ADVICE OR ANY OTHER WRITTEN INFORMATION PROVIDED BY ORBIT, LLC OR ITS MANAGERS, MEMBERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PROVIDERS, OR THE LIKE, SHALL CREATE A WARRANTY OF ANY KIND AND YOU SHALL NOT RELY ON ANY SUCH ADVICE OR INFORMATION. NOTWITHSTANDING ANY RELIANCE BY YOU ON SUCH ADVICE OR INFORMATION OBTAINED FROM THIS WEBSITE OR THAT ARISES OUT OF A MISTAKE, OMISSION, INTERRUPTION, ERROR, VIRUS, DELETION OF FILES OR E-MAIL, DEFECTS, DELAYS IN TRANSMISSION OR OPERATION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES OR ACTS OF NATURE, AND WHETHER OR NOT WE AND/OR ANY OTHER PROVIDER HAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES, THE LIMITATION OF THIS PARAGRAPH SHALL APPLY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THIS PARAGRAPH SHALL APPLY TO ALL PRODUCTS, SERVICES AND WEBSITE MATERIALS AVAILABLE THROUGH THIS WEBSITE. IN STATES AND OTHER NATIONS THAT DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

IN THE EVENT YOU ARE DISSATISFIED WITH ANY CONTENT ON THIS WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS DISCONTINUING USE OF THIS WEBSITE.

V. USE FOR LAWFUL PURPOSES

You agree to use the Website for lawful purposes only. Unacceptable uses of the Website include, but are not limited to, the following: (a) disseminating or transmitting viruses, worms, Trojan Horses, time bombs, spyware, cancelbots or any other malicious or invasive code or program; (b) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Website or any other computer or computer network; (c) engaging in any illegal activity or the planning of any illegal activity; (d) creating, disseminating or transmitting files, software, graphics, text, or other material that potentially or actually infringes on the rights of any person including the following rights: copyright, trademark, patent, trade secret, publicity or other intellectual property rights; (e) creating a false identity, misrepresenting oneself or otherwise attempting to mislead any person as to the identity or origin of any communication related to the Website; (f) disseminating or transmitting statements or material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; and (g) engaging in any other activity that we determine to be in conflict with the intent and spirit of this Website.

VI. TERMINATION

These Terms of Use shall be effective until terminated by either us or you. You may terminate these Terms of Use via discontinuing use of this Website and destroying all copies of Website Materials in your possession and all copies thereof, whether made in accordance with these Terms of Use or otherwise. If, at our sole discretion, you fail to comply with any term or provision of these Terms of Use, your use and access to this Website may be terminated immediately without notice from us. Upon termination, you must cease use and access of this Website and destroy all copies of Website Materials thereof, whether made in accordance with these Terms of Use or otherwise.

VII. INTERNATIONAL USE

Access to this Website from locations where this Website, or any of the Website Materials are illegal, is prohibited. You agree that if you are accessing this Website from a location outside of the United States, you are solely responsible for complying with all local and international laws.

VIII. MONITORING; SECURITY

We may monitor network traffic to this Website to identify and/or prevent unauthorized attempts or intrusions to change or upload information or cause damage to this Website in any fashion and you expressly consent to such monitoring. Please see our Privacy Policy for further information regarding our security and monitoring policies.

IX. GOVERNING LAW

Regardless of the location and jurisdiction of the host of this Website, this Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, USA, excluding those laws that direct the application of the laws of another jurisdiction. You hereby consent to the exclusive jurisdiction of any State or Federal court located in the Commonwealth of Massachusetts, USA, and waive any objection to the venue of any such litigation in the Massachusetts courts and you agree not to plead or claim inconvenient forum in any Massachusetts court that such litigation is brought. You shall not knowingly take or fail to take any action that might cause Shift Thinking® to be in violation of any law or regulation of the United States or any other nation or international law.

X. INDEMNITY

You agree to defend, indemnify, and hold Shift Thinking®, and its respective managers, members, officers, directors, employees, and agents, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable attorney fees and accounting fees, arising out of, any violation of these Terms of Use by you.

XI. PARAGRAPH HEADINGS

The paragraph headings contained in these Terms of Use are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms of Use.

XII. MISCELLANEOUS

Shift Thinking reserves the right to change, at our sole discretion, these Terms of Use at any time. We may provide notice of changes to these Terms of Use by providing links to such notices or displaying such notices. Your continued use of this Website constitutes your acceptance of any and all changes to these Terms of Use and the most recent version of these Terms of Use. These Terms of Use, including policies incorporated herein, constitute the entire agreement between you and Shift Thinking® with respect to this Website. Shift Thinking shall not be responsible for failure to fulfill any obligation due to causes beyond our reasonable control. No failure by Shift Thinking to exercise, partial exercise of, or delay in exercising, any right or remedy, or failure to require the satisfaction of any condition under, these Terms of Use shall operate as a waiver or estoppel of any condition, remedy or right. If any provision of these Terms of Use is held unenforceable, invalid or illegal, the enforceability, validity and legality of each of the remaining provisions shall not be impaired or affected. You agree that the scope of the covenants and provisions contained herein are reasonable and necessary for our protection and not unduly restrictive upon you. You may not transfer, assign, or sublicense any or all of your obligations or rights under these Terms of Use. You agree that a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in administrative and/or judicial proceedings based upon or relating to these Terms of Use, subject to the same conditions and to the same extent as other business documents and records originally maintained and generated in printed form.

Latest Modifications Posted: September 6, 2016