Shifted Terms of Service

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE TO BE SURE YOU UNDERSTAND THEM COMPLETELY. USE OF THIS SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY AND ADHERE TO THESE TERMS OF USE.

These Terms Of Use ("TOU" or "Terms of Use") govern your access to and use of this web site ("web site" or "site") operated by Shifted, its parent companies, subsidiaries, or affiliates (collectively "Shifted"). These Terms of Use are a legally binding agreement between you and Shifted, and contain important information about our site and your use of our site. If you do not agree to these Terms of Use, please do not use the site.

1. Ownership of Content

Shifted web sites may offer featured articles, pictures, information, digital images, surveys, contests and sweepstakes, advertising, logos, trademarks and other content (collectively referred to hereinafter as "Content", but excluding specifically User Content as defined below) we hope will be of interest to our visitors. Content may be in the form of text, data, music, sound, graphics, images, pictures, photographs, videos, software or other forms now known or later invented. Shifted makes no representations or warranties that the Content is available, appropriate or legal to access. Except for User Content (as hereinafter defined), all Content posted on or otherwise available via this site is owned by Shifted or used with authorization. Please feel free to browse the site, but you must respect the rules and restrictions set forth in these TOU and our intellectual property rights as set forth in these TOU. Please note that downloading software, information, data or images from this site does not give you title or other rights to such Content.

2. Restrictions on the Use of the Site

As a condition of using this site, you agree that you will not:

(a)	Without the prior written consent of Shifted, modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works of, transfer, or sell any Content;
(b)	Submit, display, or transmit any User Content (as hereinafter defined) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or User Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
(c)	Submit, display, or transmit any User Content that exceeds Shifted's capacity limits or for which you do not own or have the necessary and appropriate rights;
(d)	Submit, display, or transmit any spam, duplicative messages, unauthorized promotions or advertisements, surveys, contests, chain letters, or pyramid schemes;
(e)	Forge headers, create a false identity, or otherwise manipulate identifiers in order to deceive others or disguise the origin of any User Content transmitted to or via the site;
(f)	Use the site to threaten, defame, abuse, assault, stalk, harass or otherwise violate the rights of any other person or entity, including without limitation rights of privacy or publicity;
(g)	Publish, post, display, offer, or disseminate any profane, obscene, indecent, unlawful, terroristic, violent, or hateful User Content;
(h)	Collect, store, publish, post, sell, transmit, or disclose personal data about other users of the site; or
(i)	Monitor or copy Content.

Site Security Use Restrictions

Shifted takes the security of this web site and its other web sites seriously. Therefore, in addition to the restrictions set forth above, you may not:

(a)	interfere or attempt to interfere with the proper working of this web site or any activity or service on this web site by using any robot, "bot", spider, crawler, engine, device, software, tool, routine or any other automatic device or manual process of any like or kind without our written permission, or engage in any activity which interferes with the proper working of or access to this site or to any host or network;
(b)	attempt to access data or information not intended for you or log onto a server or account that you are not authorized to access;
(c)	access or attempt to access any system or servers on which the site is hosted or modify or alter the site in any way;
(d)	upload or otherwise transmit files that contain viruses, worms, Trojan horses, malicious code, spyware, adware, sniffers, corrupted files, or similar software or programs;
(e)	restrict or prevent any other user from using the site and/or any products, services, or Content posted on or offered through the site;
(f)	post or upload User Content (as hereinafter defined) that disrupts the normal flow of dialogue with an excessive amount of User Content (flooding attack) to the site, or that otherwise negatively affects other users' ability to use any Shifted web site; or
(g)	link to, frame, or otherwise reproduce this site or any other Shifted web site without the prior written consent of Shifted.

Shifted reserves the right to investigate any violations of its system, network or web site security, to involve and cooperate with law enforcement authorities in investigating such violations, and to prosecute violators to the fullest extent of the law.

3. Copyright

Copyright to all Content on the site is either owned by Shifted or is licensed to Shifted. No Content or other material from this site may be copied, reproduced, published, republished, uploaded, posted, displayed, transmitted, modified, used to prepare derivative works, distributed or redistributed in any way in any medium whatsoever now known or later invented, except that you may download one copy of the material on any single computer for your personal, non-commercial home use only, provided you retain all copyright and other proprietary notices. Any attempt to modify these materials or to use these materials for any other purpose constitutes a violation of our copyright and other proprietary rights, and may subject you to injunctive relief, statutory damages and other penalties. The use of any such material on any other web site or networked computer environment is prohibited without the express written permission of Shifted.

Procedures for Making Copyright Infringement Claims. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right under any copyright or any other intellectual property right. It is our policy to respond appropriately to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"), including by removing or disabling access to material claimed to be the subject of infringing activity. If you are an owner of intellectual property who believes that your intellectual property has been improperly posted or distributed via this web site, please notify our designated DMCA agent immediately at: speedbump@shiftedjax.com, or by mail at Shifted ATTN: Legal Department P.O. Box 16813, Jacksonville FL., 32245. DMCA Notices must be in writing and must include the following information:

a)	an electronic or physical signature of the person authorized to act on behalf of the copyright owner;
b)	a description of the copyrighted work that you claim has been infringed;
c)	the URL of the site and a description of where the material that you claim is infringing is located on that site;
d)	your address, telephone number, and email address;
e)	a statement by you that you have a good faith belief that the alleged infringing material is not authorized by the copyright owner, its agent, or the law;
f)	a statement by you, made under penalty of perjury, that all the information in your Notice is accurate, and that you are either the copyright owner or authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed.

4. Trademarks and Proprietary Rights Notices

All trademarks, logos, trade names or service marks (collectively the "Marks") mentioned, used, or displayed on this site are either owned by Shifted or otherwise are authorized for our use. You may not display or reproduce the Marks other than with the prior written consent of Shifted. You may not remove, obscure, or otherwise modify any copyright, trademark, confidentiality or other proprietary rights notices displayed on, embedded in, or otherwise appearing in any Content offered by, viewed on, or received through this site or any other Shifted web site.

5. User Content

Some of our sites allow users to post, submit, or display information, messages, suggestions, questions, comments, postings, advertisements, ratings, ideas, techniques, notes, know-how, drawings, concepts, designs, audio visual material, photographs and pictures (including pictures of the user and other representations of the user's name and likeness), digital images, or other content in any form (collectively "User Content"). By posting User Content on this site or any Shifted web site, you hereby grant Shifted an unrestricted, transferable and sub-licensable, irrevocable, royalty-free, world-wide, and perpetual license to reproduce, distribute, publicly display, make derivative works of, and otherwise use the User Content in any media whatsoever now known or later invented throughout the world for any purpose whatsoever, commercial or not. You hereby disclaim any right to any compensation from Shifted in connection with Shifted's exercise of its license rights in and to the User Content you have posted on this site or any other Shifted web site. You acknowledge and agree that Shifted is under no obligation of confidence to you, and shall not be liable for any use or disclosure of any User Content. By posting the User Content on any site, you represent and warrant that you own the copyright in such User Content or that you have a legitimate license to post the User Content, including photographs or other audiovisual material, without any restrictions whatsoever.

Shifted has no obligation to monitor this site or any portion thereof. However, Shifted reserves the right to review any User Content and remove, delete, redact, or otherwise modify such User Content, in its sole discretion, at any time and from time to time, without notice or further obligation to you. Shifted has no obligation to display or post any User Content. Shifted reserves the right to disclose, at any time and from time to time, any information or User Content that Shifted deems necessary or appropriate to satisfy any applicable law, regulation, contractual obligation, legal, dispute process, or governmental request. Shifted shall have no liability in connection with any User Content submitted to, transmitted via, or displayed or posted on this site or any other Shifted website.

6. Eligibility

You must meet any age, geographic or other eligibility requirements specified at each site to subscribe to a magazine, publication or service that we offer, to order anything online, to participate in certain contests, games or sweepstakes, or to access or participate in certain services at or areas of our sites. By registering at those sites, or for those features or services, you represent that you comply with applicable restrictions. E-commerce areas may include additional restrictions on purchases, return policies, delivery schedules, and the like, depending on individual site and vendor policies.

7. Online shopping

Some Shifted sites also offer e-commerce opportunities. Different sites may offer different options for visitors to purchase products or services either from Shifted or from a third party (see Section 9 below concerning Third Party Sites). Shifted does not guarantee that you will be satisfied with products or services purchased from us. Shifted does not make or manufacture products sold online, and only sells, distributes or ships products from its own online stores. Quantities of some items may be limited, and delivery may not be available in your area. All orders are subject to prior sale. Neither Shifted nor its vendors guarantee that all orders will be filled.

8. Payments

Subscriptions and other services requiring payment generally require use of a valid credit card. Shifted and its business partners reserve the right, in their sole discretion, to establish other acceptable alternative payment methods for specific services or products. You are solely responsible for charges owed for all goods and services purchased through this site, including, but not limited to, applicable taxes, shipping charges, insurance, and any other costs.

9. Links and Third Party Sites

This Website may contain links to and from third-party sites, including but not limited to sites operated by advertisers, vendors, and/or promotional or business partners. Sites and e-commerce opportunities operated by third parties are subject to terms and conditions set by those parties, so you should check each site to be sure you understand the terms, conditions, policies and requirements of that site. Shifted does not endorse, and the inclusion of any link on this site does not imply an endorsement of, any individual vendor, advertiser, or other third party or any of their products or services, and Shifted has not taken any steps to confirm the accuracy or reliability of any of the information provided by any third party. Shifted has no control over: (a) the quality, safety or legality of any item advertised or listed by any third party, including vendors, advertisers, or other business partners; or (b) the content of, or any products or services offered by, web sites operated by third parties. Shifted does not guarantee that you will be satisfied with products or services purchased from vendors, advertisers or other third parties that link to or from any Shifted web site. You acknowledge and agree that Shifted has not reviewed all of the sites linked to or from this web site, does not endorse such sites, is not responsible for such sites, and under no circumstances shall be liable for the contents, products or services of any off-site pages or of any third party sites linked to or from this web site. Your linking to any other off-site pages or other sites is at your own risk. Vendors and advertisers are solely responsible for the accuracy of the information they provide, for warranties and guarantees on goods or services sold, for delivery schedules, and for return policies.

10. Community Code of Conduct

Some web sites operated by Shifted may offer community features, such as internal messaging systems, bulletin boards, forums, or chat rooms. We do not monitor, filter, censor, edit or regulate information and content provided by third parties on this web site and other Shifted web sites, including information provided in community areas, although we reserve the right to do so in our sole discretion, with or without notice. Shifted does not endorse or warrant the accuracy or reliability of User Content posted or uploaded by users or third parties. You agree that neither Shifted nor its officers, directors, employees, agents, licensors or licensees are responsible for any User Content and agree to hold them harmless from any liability associated with such User Content posted by other users and other third parties.

When participating in community areas of this web site, you represent and warrant that you have the right and authorization to use any User Content you upload or post, and you hereby assign those rights to Shifted in accordance with these TOU. In addition to complying with the restrictions set forth in Section 2 of these TOU, you further represent and warrant that you will abide by the following rules:

(a)	You will not use this web site to further any illegal purpose, to violate the rights of any party, or to damage any person or property.
(b)	Except as specifically authorized on certain Shifted web sites and in designated classified ads sections of Shifted web sites, you will not: (i) upload or otherwise post User Content with a commercial purpose, including, but not limited to, offers to sell products or services or attempts to solicit funds or to advertise products or services; (ii) post or upload User Content that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," unsolicited commercial advertisement, behavioral or viral marketing, or other spam; (iii) or e-mail such User Content to other users who have not indicated in writing that it is ok to contact them about commercial services, advertisements, products or commercial interests; or (iv) post or upload User Content that includes links to commercial services or web sites.
(c)	You will not post or upload User Content that impersonates any person or entity, including, but not limited to, a Shifted employee, or falsely states or otherwise misrepresents your affiliation with a person or entity.
(d)	You will not post or upload User Content that includes personal or identifying information about another person without that person's explicit consent.
(e)	You will not post or upload User Content that is false, deceptive, misleading, deceitful, mis-informative, or constitutes "bait and switch."
(f)	You will not post or upload User Content that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law.
(g)	You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from any Shifted web site.
(h)	You will not repeatedly post the same or similar User Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure.
(i)	You will not use any form of automated device or computer program that enables the submission of postings or User Content on any Shifted web site without each posting being manually entered by the author thereof, including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.
(j)	You will not use a Posting Agent to post User Content to any Shifted web site.

Shifted reserves the right to expand on these rules in any specific community area and to condition access to such areas on agreement with such rules, as well as to specified eligibility criteria. Without undertaking any obligation to do so, Shifted reserves the right, in its sole discretion, to delete any postings which violate its code of conduct, to deny access to its web site or services to any person violating these rules, and to pursue appropriate legal action against violators. Shifted will assist law-enforcement officials investigating illegal activity or violations of these Terms of Use.

11. Privacy

It is our policy to respect the privacy of visitors at our site. Please be sure to review our Privacy Policy. The terms and conditions of our Privacy Policy are hereby incorporated into these TOU, and these TOU are incorporated into our Privacy Policy. Your use of this site is subject to both the Privacy Policy and these TOU.

12. Limitation of Warranties

SHIFTED PROVIDES THIS WEB SITE AND THE CONTENT, INFORMATION, PRODUCTS AND SERVICES ON OR THROUGH IT "AS IS", AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED, IMPLIED OR STATUTORY. SHIFTED SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

SHIFTED DOES NOT WARRANT THAT THE CONTENT OR SERVICES AT THE SITE OR FUNCTIONS CONTAINED IN THE MATERIALS AT THE SITE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ALL PRODUCTS LISTED, SOLD OR ADVERTISED ARE AVAILABLE, OR THAT ALL TRANSACTIONS WILL BE COMPLETED. NEITHER SHIFTED NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS OR LICENSEES WARRANT OR MAKE ANY REPRESENTATIONS THAT THE CONTENT, MATERIALS OR INFORMATION CONTAINED AT THIS SITE ARE CORRECT, ACCURATE, COMPLETE, UP TO DATE, AND/OR RELIABLE.

IN NO EVENT SHALL SHIFTED OR ANYONE WHO HELPED DEVELOP, CREATE, PRODUCE, DISPLAY, TRANSMIT OR DELIVER THE CONTENT, MATERIAL AND INFORMATION USED IN THIS SITE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, PUNITIVE, TREBLE, ENHANCED, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, USE OF OUR SITE, LINKS TO OR FROM THIS SITE, INFORMATION POSTED ON OUR SITE, OUR SERVICES, ANY PRODUCTS OR SERVICES YOU PURCHASE, OR THIS AGREEMENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES FOR ANY AND ALL LOSSES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE. NEITHER SHIFTED NOR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS OR LICENSEES SHALL BE LIABLE FOR ANY LOSSES YOU MIGHT SUSTAIN BY ENGAGING IN TRANSACTIONS WITH BUYERS OR SELLERS WHO YOU MEET AS A RESULT OF CLASSIFIED ADVERTISEMENTS POSTED ON ANY SHIFTED WEB SITE.

14. Classified Advertisements

Some of our web sites provide a forum (such as classified advertisements) in which sellers and buyers may be connected. By engaging in transactions with buyers or sellers that you meet via one of our web sites, you proceed solely at your own risk and you agree that Shifted is not responsible for any losses that you might sustain as a result of your transactions with such buyers and sellers. You should not engage in any transaction with a person with whom you are not comfortable or whom you suspect might be engaged in improper or questionable conduct. Please be aware that Shifted, through certain of its web sites, merely provides a forum in which buyers and sellers can connect. Neither Shifted nor its web sites posting classified advertisements facilitate any transaction, insure any transaction, or act as an intermediary, broker, or escrow agent in connection with such buyer-seller transactions.

You should be very careful before you send money to any seller posting an advertisement on one of our sites. In particular, we urge you to use reputable and well known money-transfer services and on-line merchant account services (such as PayPal) in engaging in transactions with sellers of goods advertised on one of our web sites. We urge you to proceed with extreme caution in using such money transfer services, and under no circumstances should you deliver cash to a money transfer service with instructions to disburse the funds to an alleged agent of Shifted or the web site on which the classified advertisement was posted. Again, neither Shifted nor its web sites posting classified advertisements act as a transaction intermediary or escrow agent, and you should not do business with any seller who directs you to work with an employee or agent of Shifted or the applicable web site in completing the transaction.

15. Indemnity and Hold Harmless

We are not responsible for the accuracy, quality, safety, legality, intellectual property compliance, privacy policy, or content of any information, product or service offered by users, vendors, advertisers, promotional or business partners or any third-party sites, and you irrevocably waive any claim against Shifted and its officers, directors, employees, representatives, agents, licensors and licensees with respect to the same. Shifted does not guarantee such accuracy, and makes no representations regarding the use or results of use of any Content on this site in terms of its accuracy, reliability or any other matter. You assume the risk of their use and the entire cost of all necessary loss, servicing, repair or correction as a result of their use.

You agree to hold Shifted and its officers, directors, employees, representatives, agents, licensors and licensees harmless from any and all claims, demands, attorneys' fees, damages (actual and consequential) of every kind or nature, known and unknown, disclosed or undisclosed, arising out of, or any way connected with the use of any information at this site, any transaction occurring through this site, the safety or quality of any goods or services purchased or sold through this site, or the truth or accuracy of any claim made about such goods or services. California residents expressly agree to waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor". Residents of California are entitled to the following specific consumer rights information: you may contact the Consumer Information Center at (800) 952-5210 or dca@dca.ca.gov of the California Department of Consumer Affairs for consumer inquiries, or you may write to the Department of Consumer Affairs at the following address: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834.

You also agree to indemnify, defend, and hold Shifted and its officers, directors, employees, representatives, agents, licensors and licensees harmless from any loss, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of this web site, your breach of these Terms of Use or the documents that it incorporates by reference, or your violation of any law or the rights of any third party in connection with your use of this site.

16. Termination of Services

We may eliminate or terminate any Content or service posted on or made available through any of our web sites without notice to you at any time in our sole discretion. Without limiting any other remedy, Shifted reserves the right, in its sole discretion, to immediately issue a warning or to immediately, temporarily, or permanently suspend or terminate your participation in the site or any area of the site, and to refuse to provide our services to you if: (i) you breach these TOU or any of the rules or eligibility requirements of this site or the services offered at this site; (ii) if we are unable to verify or authenticate any billing information you provide to us; or (iii) or if we believe that your actions may cause damage, harm or legal liability to you, or to any vendor, business or promotional partner, advertiser, other user, the public, or us.

17. Notices

Except with respect to notices of alleged copyright infringement, which must be submitted as described above, and unless explicitly stated otherwise in the site, you must provide all notices or complaints to Shifted via e-mail to admin@shiftedriders.com or mail at Shifted, ATTN: Legal Department, P.O. Box 16813, Jacksonville, Florida 32245. All notices from Shifted to you will be sent to the e-mail address you provide to us. Notice shall be deemed given twenty-four (24) hours after the e-mail is sent, unless we are notified that the e-mail address is invalid. Shifted reserves the right to send you notice by mail via overnight carrier (with tracking), postage prepaid, to the address you provided to us during any ordering or registration process. In such event, notice shall be deemed given three (3) days after the date of mailing.

18. Arbitration

Any controversy or claim arising out of or relating to your use of the site, or relating to these TOU or the Privacy Policy, or to the services provided by Shifted shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Duval County, Florida, and judgment on the arbitration or award may be entered into any court having jurisdiction thereof. Notwithstanding the preceding sentences of this Section, Shifted may seek injunctive or other equitable relief in any federal or state court having jurisdiction in the event of your violation of these TOU and/or your infringement of Shifted's intellectual property rights or the intellectual property rights of any other person or party.

19. Modifications to these Terms of Use

Shifted reserves the right, in its sole discretion, to change, modify, add, or remove portions of these TOU at any time, so please check this site or any other Shifted web site you use periodically for changes. Changes to these TOU shall be effective upon posting. Continued use of the site following the effective date of any changes to these TOU constitutes your acceptance of those changes.

20. General Provisions

(a)	Severability. If any provision of these TOU is held to be invalid or unenforceable, it shall be stricken without affecting the validity of the remaining portions of these TOU. Headings are for convenience only, and are not intended to in anyway to confine, limit, construe or describe the scope or extent of such section.
(b)	No Waiver. No waiver by Shifted of any breach of these TOU by you shall constitute a waiver of this or any other provision of these TOU or alter or limit our right to act with respect to subsequent or similar breaches.
(c)	Entire Agreement. These Terms of Use and the materials incorporated by reference herein, including the Shifted Privacy Policy, form the entire understanding and agreement between you and Shifted with respect to your use of this site and the services offered hereunder, and may be modified only in accordance with the procedures specified herein.
(d)	No Agency. You acknowledge and agree that Shifted, in providing this site, is not acting for or on behalf of either you, or any vendor, business or promotional partner, or advertiser. You and our vendors, business or promotional partners and advertisers are independent contractors. No agency, fiduciary, partnership, joint venture, employer/employee, or franchiser/franchisee relationship is intended or created by these TOU between Shifted and either you or any vendor, business or promotional partner or advertiser at this site.
(e)	Governing Law/Venue. Your use of this web site and any dispute arising out of or relating to your use of this web site will be governed by the laws of the State of Florida, irrespective of its conflicts of laws provisions. In the event that Shifted wishes to pursue injunctive or other equitable relief as a result of your violation of these TOU and/or your infringement of Shifted's intellectual property rights, Shifted may bring legal action against you in any federal or state court having jurisdiction.