Last Updated May 2025
1.1 Terms & Conditions. These Terms & Conditions as they may be updated or amended as set forth herein (these "Terms") contain the terms and conditions on which we supply content, products or services listed on www.shiftfinancial.co (the "Website"), through our applications (the "Apps") or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the "Product" or "Products"), which may be updated from time-to-time at the sole discretion of Shift Financial and Accounting Insights Inc. Please read these terms and conditions, carefully before ordering, connecting any software links to or signing up for any free or paid Products from the Website or third-party App stores (e.g. the QuickBooks Store, the Apple App Store, the Android Play Store, Amazon, etc.). The terms "SHIFT", "us" or "we" refers to SHIFT FINANCIAL AND ACCOUNTING INSIGHTS INC. The term "Device" refers to the device which is used to access the Products including but not limited to computers, smartphones and tablets. The term "you" refers to the user of the Products. When you order ("Order") any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click "I accept" at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click "I accept", you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.
1.2 Changes to Terms & Conditions. SHIFT reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on the Website. Any changes or updates will be effective immediately upon posting to the Website. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.
1.3 Additional Terms. These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions. Those additional terms are hereby incorporated into these Terms. Where those additional terms are inconsistent with these Terms, the additional terms shall govern. Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of SHIFT.
1.4 Personal Information and Privacy. As part of your use of the Products, you affirmatively consent to the processing and storage of your personal information in Canada, including the processing and storing of your personal information in conjunction with tracking individual use of the Products, which includes information available through API links, access to which was granted to SHIFT. By using the Products, you acknowledge that you understand and agree that Canada may have different levels of protection for your personal information than those that exist in your country of residence, and you nonetheless consent to the processing and storage of your personal information in Canada. Please refer to our Privacy Policy for information on how we collect, use and disclose your personal information. You acknowledge and agree that your use of the Products is subject to our Privacy Policy. Our Privacy Policy can be found at https://shiftfinancial.co/privacy.
1.5 Arbitration Notice and Class Action Waiver. Please note that these Terms contain an arbitration clause. Except for certain types of disputes mentioned in the arbitration clause, you and SHIFT agree that disputes relating to these Terms or your use of the Products will be resolved by mandatory binding arbitration, and you and SHIFT waive any right to participate in a class-action lawsuit or class-wide arbitration in relation to the provision or use of the Products.
2.1 Becoming a Member. You may sign up as a registered user of the Products free of charge (a "Member"). To become a Member you need to go to the relevant section of the Products, then submit your email address to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device.
2.2 User Information. In the course of your use of the Products, you may be asked to provide certain personalized information to us (such information is referred to as "User Information"). This User Information may include information from your social networking profiles, QuickBooks files, time tracking apps or other operations software. Our information collection and use policies with respect to the privacy of User Information are set forth in our Privacy Policy. For more information on our Privacy Policy please refer to section 1.4 above. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.
2.3 Representation by Members. By placing an Order, you warrant that:
2.4 No Resale. You agree that you are not permitted to resell any Products purchased through SHIFT.
2.5 Membership. As a SHIFT Member you will receive access to certain sections, features and functions of the Products that are not available to non-members. By agreeing to become a Member you agree to receiving occasional special offers, marketing, survey and Product based communication emails. You can unsubscribe from SHIFT promotional emails by following the unsubscribe instructions in these emails. SHIFT memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.6 Subscriptions. SHIFT account holders may access the Products in three ways (each a "Subscription"):
You will only have access to your applicable Subscription while your Subscription is active and subsisting. You may have access to a free trial Subscription in accordance with certain promotional offers. You can obtain a Subscription by purchasing a subscription to the Products via our Website or within the Apps where appropriate, and where allowed by the App marketplace partners, through a bundle with one or more of our bundle subscription partners. All Subscriptions purchases are final and we will not provide a refund. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the terms and conditions of those partners, and payment and management of the bundle subscription may be administered by them.
2.7 Types of Paid Subscriptions. SHIFT may offer one-time, monthly, yearly and forever paid Subscription options. For the purposes of our monthly and yearly subscriptions, a month constitutes 30 calendar days and a year constitutes 365 calendar days. For the purposes of our forever subscription, forever constitutes the earlier of 100 years or the date SHIFT ceases to commercially offer the Products. Our "Monthly" subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that SHIFT is authorized to implement payment through the third party payment processor (i.e. Stripe, Apple iTunes Store or Google Play store) (the "Payment Method") in the amount of the current monthly subscription fee as of the time of renewal. The monthly renewal subscription fees will continue to be billed automatically via the Payment Method until cancelled. You must cancel your subscription before it renews each month in order to avoid billing of the next month's subscription fee. Refunds cannot be claimed for any partial-month subscription period. Our "Yearly" subscription is paid for by an upfront one-off payment with automatic yearly renewals. You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee via the Payment Method. Refunds cannot be claimed for any partial subscription period. Our "Forever" subscription is paid for by a one-off upfront payment.
2.8 Discount Pricing. SHIFT currently offers and may offer in the future certain special discount pricing options (the "Special Discount Pricing Options"). The Special Discount Pricing Options will permit users to access to the same content included in the Paid Subscription. Special Discount Pricing Options shall only be available to qualified users (the "Qualified Users" and each a "Qualified User") or to users who have a special discount code. SHIFT reserves the right to determine if you are a Qualified User or whether you are entitled to use a discount code and to discontinue or change the terms of Special Discount Pricing Options from time to time in our sole discretion. Any Discount Pricing Options provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. Unless otherwise set forth in the terms of any promotion, all Special Discount Pricing Options will apply to the initial period of the Subscription, and any renewals will be charged at the rate in effect at the time of renewal for the type of Subscription purchased.
2.9 Price Changes. We reserve the right to change our Subscription plans or adjust pricing for our Products or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect immediately in the next subscription period (e.g., monthly or yearly) following notice to you.
2.10 Fees and Charges. You are responsible for all applicable fees and charges incurred, including applicable taxes, for all Subscriptions purchased by you.
2.11 Device Requirements. To enjoy SHIFT via your smartphone or other Device, your Device must satisfy certain system requirements.
3.1 Cancellation by You. You may cancel a Monthly or Yearly subscription at any time. Cancellation is effective at the end of the applicable monthly or yearly period as outlined in the agreement.
3.2 Cancellation by Us. We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes without limitation, the unauthorized copying or download of our audio or video content from the Products. No refund will be provided if we suspend or terminate your use of the Products.
4.1 No Guarantee. Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be error free. If an error occurs in the Products, please report it immediately and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the error. We will not be liable to you for any such errors nor if the Products are unavailable for a commercially reasonable period of time while the error is corrected.
4.2 Downtime. Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new functionality or Products. We will restore the Products as soon as we reasonably can. Our Product relies on API's to other software such as QuickBooks. SHIFT is not responsible for any downtime associated with such third party sites or API service outage. In the event that the Products are unavailable, our usual Order and cancellation deadlines still apply.
5.1 No Viruses or Malware. You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.
5.2 No Improper Conduct. You agree not to upload, post, email or otherwise send or transmit any content that (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or right of publicity or privacy; (ii) violates or encourages any conduct that would violate any applicable law or regulation or that would give rise to liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threating or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
5.3 No Impersonation. You agree not to impersonate any other person while using the Products or use the Products for any illegal, immoral or harmful purpose.
5.4 Criminal Offense. By breaching the provisions of this section 5, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.
6.1 License to Use Products. Subject to the terms of the license as set out in the Terms, and your payment of applicable subscription fees, SHIFT grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products. The Products contain or embody copyrighted material, proprietary material or other intellectual property of SHIFT or its licensors. All right, title and ownership in the Products remain with SHIFT or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this license and our other Terms.
6.2 Ownership and License of Materials. The Products and all materials (including software and content whether downloaded or not) contained in the Products and all intellectual property rights in and to the Products and to such materials are owned by SHIFT (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission. Audio or video content from SHIFT not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.
6.3 No Commercial Use. The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us (which we may deny in our sole discretion). Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another's privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken against you for any illegal or unauthorized use of the Products.
6.4 Limited License to Distribute. A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by SHIFT through the Products that is specifically identified as available for distribution by you ("Distribution Content") as part of your blog or other online commentary, analysis or review ("User Commentary"), SHIFT grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.
6.5 Prohibitions. You agree that you will not, and you will not assist or permit any third party to:
You may not make the Products available to the public. The Products made available (in whole or in part) are owned by SHIFT or its licensors and your use of them must be in accordance with these Terms.
6.6 No Downloading or Duplication. Other than as permitted by the Product, you may not download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials therein, except as otherwise provided above, you may violate copyright and other laws of Canada and/or other countries and may be subject to liability for such unauthorized use. SHIFT will enforce its intellectual property rights to the fullest extent permitted by law.
6.7 Trademarks. All intellectual property, trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of SHIFT or their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. SHIFT will enforce its trademark rights to the fullest extent permitted by law.
7.1 User Material. The Products may let you submit material to us: for example, you may be able to upload a photo to your profile, post subjects and comments in the community and comment on various matters in various parts of the Products. You may be able to upload video, images or sounds. In these Terms, we use the term "User Material" to refer to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products. This Part sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
7.2 No Review. We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.
7.3 Discretion to Remove. We reserve the right, in our sole discretion, to refuse to post or to remove any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this Part, and we may do this with or without giving you any prior notice.
7.4 Linkage and Use. We may link User Material or parts of User Material to other material, including material submitted by other users or created by SHIFT or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise SHIFT. You acknowledge that we may indirectly commercially benefit from use of your User Material.
7.5 Representations. Each time you submit User Material to us, you represent and warrant to us as follows:
7.6 Copyright Protection. We are committed to complying with copyright and related laws, and we require all users of the Products to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner's legal agent. If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will take appropriate steps to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. If you believe that your work has been copied and posted on the Products in a way that constitutes copyright infringement, please contact us with sufficient details to support your claim and details how to contact you at info@shiftfinancial.co.
7.7 Indemnification. You agree to indemnify SHIFT and its affiliates for all claims made against them arising from or in connection with any third party claims to any rights in your User Material, any damages arising from your User Material or any breaches of any representations or warranties related to your User Materials.
7.8 Disclosure of Your Identity. We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
7.9 No Confidentiality. User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy.
7.10 License. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant SHIFT an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. SHIFT may include your User Material in SHIFT's Distribution Content that is made available to others through the Products. Be aware that SHIFT has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet.
7.11 Submissions. Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, "Submissions") will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to SHIFT an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that SHIFT has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify SHIFT and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
8.1 Links to Other Websites. We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
8.2 Link to Our Website. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from SHIFT. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in the Terms and in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to info@shiftfinancial.co.
9.1 Products Disclaimer. The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products, or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
10.1 Assignment. SHIFT may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under these Terms to any company, firm, entity or person at any time without your consent. You may not assign, delegate or otherwise transfer any of your rights, obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here. No delegation or other transfer will relieve you of any of your obligations or performance under these Terms. Any purported assignment, delegation, or transfer in violation of this Section 10.1 is void.
10.2 Indemnity. You agree to defend, indemnify and hold SHIFT and its directors, officers, shareholders, employees, representatives and agents (collectively, the "SHIFT Group") harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Products, your placement or transmission of any message, content, information, software, or other submissions through the Products, your User Material, your User Commentary or your breach or violation of the law or of these Terms. SHIFT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with SHIFT defense of such claim.
10.3 Products Provided As Is. The Products and their content are otherwise provided on an "as is" basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness, or error-free nature, of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
10.4 Limitations on Liability. NOTWITHSTANDING ANYTHING HEREIN CONTAINED, UNDER NO CIRCUMSTANCES WILL SHIFT OR ANY MEMBER OF THE SHIFT GROUP, OR ANY OF SHIFT'S PARTNERS OR LICENSORS BE LIABLE OR RESPONSIBLE TO YOU OR ANY THIRD PARY FOR: (a) ANY: (i) AMOUNT OF DAMAGES RELATING TO THE PURCHASE OR USE OF THE PRODUCTS FOR AN AGGREGATE AMOUNT IN EXCESS OF THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR THE PRODUCTS; (ii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (b) ANY: (i) USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; (ii) LOST REVENUES OR PROFITS OR ANTICIPATED PROFITS; (iii) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; (iv) LOSS OR CORRUPTION OF DATA; (v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; (vi) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; (vii) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (viii) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (ix) BREACHES IN SYSTEM SECURITY (x) LOSSES OR OTHER ECONOMIC LOSSES IN CONNECTION WITH OR OTHERWISE ARISING OUT OF YOUR USE OF PRODUCTS PROVIDED.
10.5 No Waiver. If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
10.6 Force Majeure. We will not be responsible or liable to you, or deemed in default or breach hereunder for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack of performance, unavailability or failure is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural disaster, epidemics, pandemics, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or equipment, loss and destruction of property, Internet failures, connectivity failures or any other circumstances or causes beyond our reasonable control.
10.7 Interpretation. In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa, and (iii) headings are for convenience of reference only and to not limit or enlarge the scope or intent of any provision of these Terms.
10.8 Notices. Unless otherwise specifically indicated, all notices given by you to us must be given to SHIFT at info@shiftfinancial.co. We may give notice to you at the e-mail address you provide to us when you register. Notice will be deemed received and properly served immediately when posted on the Products or when an email or other electronic communication is sent. In proving the delivery of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
10.9 Entire Agreement. These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
10.10 Governing Laws. These Terms shall be governed and construed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
10.11 Arbitration. Subject to section 10.12 below, you and SHIFT waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and SHIFT elect to have claims and disputes resolved by arbitration. If we are unable to resolve a dispute, then either of us may refer the matters in dispute for determination by arbitration in Vancouver, British Columbia by a single arbitrator in accordance with the provisions of the Arbitration Act (British Columbia). The costs of arbitration shall be awarded by the arbitrator. A decision of the arbitration shall be final and binding on the parties.
10.12 Class Action Waiver. Where permitted under the applicable law, you and SHIFT agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or consolidated action. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor SHIFT are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in section 10.13 below.
10.13 Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and SHIFT hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia.
10.14 Severability. If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.