Last Update: September 27, 2018
Please read these terms and conditions of use as set out below (the “Terms”) carefully before using the Shyft Credibility Portal and our information site at www.shyft.network (collectively, the “Websites”). These Terms govern your access to and use of the Websites, including the messages, information, data, text, software, images and other content that make up the Websites (the “Content,” which content is part of the Websites). These Terms exempt Shyft Network Inc. (“Shyft,” “we,” or “us”) and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of the Websites.
These Terms only apply to your use of the Websites as set out above. As such, any use, sale or pre-sale of Shyft creds (“Creds”) will be subject to separate terms and conditions as provided by Shyft.
The Websites are made available to you for informational purposes and to allow us to improve your user experience on Shyft’s platform, including to allow you to provide us with information, such personal information needed for us to confirm your identity to our satisfaction and to comply with any know-your-client, anti-money laundering or anti-corruption laws. As such, you represent and warrant that all information you provide to us using the Websites is truthful, complete, and accurate.
All personal information that we may collect, use, or disclose in connection with the Websites is subject to our Privacy Statement available at shyft.network/privacy-policy. The Privacy Statement is incorporated by reference into these Terms, however the Privacy Statement also applies generally to any personal information that Shyft collects, uses, or discloses.
Your use of the Websites is conditional on your acceptance of these Terms. By visiting or using the Websites you agree on your own behalf, and on behalf of any organization on whose behalf you may act (collectively referred to herein as “you”), to accept and abide by these Terms for each use of and each visit to the Websites.
If you do not agree to abide by these Terms, you cannot use the Websites. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically.
We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right, the “Last Update” notice at the top of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are posted to the Websites. It is your responsibility to check these Terms each time you access the Websites to determine whether any changes have been made, including by checking the date of the “Last Update” at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Websites immediately. Your continued use of the Websites after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of the Websites and do not alter the terms or conditions of any other agreement you may have with us.
We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Websites, including: (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Websites; (ii) removing, adding, modifying or otherwise changing any features of the Websites; and (iii) removing, adding, modifying or otherwise changing any Content on the Websites. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Websites at any time without notice, but confirm that we have no duty to do so.
You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register with us or use either of the Websites. IF YOU ARE UNDER 18 YEARS OF AGE OR NOT THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE AT THE TIME OF REGISTRATION WITH US, PLEASE DO NOT USE OR ACCESS THE WEBSITES AT ANY TIME OR IN ANY MANNER.
Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use the Websites, including the Content therein accessible through the Websites, solely as made available by us for your informational purposes and solely for your own personal use or your internal business use if you are an Organization (as defined below), as authorized herein.
You may not, nor may you cause or assist another to:
To the extent you are in breach of your obligations under these Terms, Shyft may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Websites (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
In these Terms, “Postings” refer to the text, images, comments, or other information posted by you or other users through the Websites.
The Websites are protected by Canadian copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the Websites (including any element of the Content) by any person may be a violation of trade-mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of the Websites and to prevent any unauthorized copying, redistribution, reproduction or modification of the Websites or any of the Content.
Certain names, graphics, logos, icons, designs, words, titles and phrases on the Websites, including without limitation “Shyft” and “Shyft Network, constitute trade-marks, trade names, trade dress and associated products and services of Shyft or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of Shyft suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on the Websites does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of Shyft or such third party, as applicable, is strictly prohibited.
Certain links on the Websites or in Postings made or shared through the Websites may take you to other web sites that are not owned or operated by Shyft. Shyft provides these links only as a convenience. Shyft is not responsible for the content of any such linked web sites. Shyft makes no representation or warranty regarding, and does not endorse, such linked web sites, the information or other content appearing thereon or any of the products or services available on or through such web sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.
Any personal information which Shyft collects via the Websites is subject to the Privacy Statement available at shyft.network/privacy-policy.
By agreeing to these Terms you also agree to and accept this as prior written notice of Shyft obtaining a credit report or other credit and financial-related information relating to you from time to time, in accordance with our Privacy Statement. We may report information about your account to credit bureaus and late payments missed payments, or other defaults on your account may be reflected in your credit report.
When you interact with the Websites, you agree that information about you and your use of the Websites, including but not limited to, the type of device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing plugins that load in your browser may be communicated to us.
Any non-identifiable information gathered by us through your use of the Websites may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Websites. Such information may be shared with our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.
We make no representation or warranty and there are no conditions of any kind regarding the Websites, the Content or the Postings, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Websites, any Third-Party Services, the Content or the Postings. Accessing the Websites, any Third-Party Services, the Content or the Postings from locations where the Websites, Third-Party Services, the Content or the Postings is illegal is prohibited. Any diversion of the services and/or any Content or Postings obtained from or through the services contrary to applicable law is also prohibited.
You acknowledge and agree that the Websites (including without limitation the Content and the Postings) are provided on an “AS IS” basis and that any use of or reliance on the Websites shall be at your sole risk. We do not screen or censor the Postings.
SHYFT AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE WEBSITES (INCLUDING ANY THIRD-PARTY SERVICES, THE CONTENT OR POSTINGS). FOR GREATER CERTAINTY, SHYFT DOES NOT WARRANT THAT THE WEBSITES WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE, (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, OR (vi) BE ERROR-FREE.
YOU AGREE THAT IN NO EVENT WILL SHYFT AND ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “SHYFT REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE WEBSITES, ANY THIRD-PARTY SERVICES, THE CONTENT AND THE POSTINGS FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE WEBSITES, ANY THIRD-PARTY SERVICES, THE CONTENT OR THE POSTINGS OR ANY CONTENT OF ANY LINKED WEB SITE, OR FAILURE OF SUCH WEB SITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEB SITES, CONTENT OR POSTINGS, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEB SITES), EVEN IF WE OR ANY SHYFT REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SHYFT REPRESENTATIVES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS, THE ACCESS TO AND USE OF THE WEBSITES (INCLUDING ANY THIRD-PARTY SERVICES, THE CONTENT OR POSTINGS) EXCEED THE AMOUNTS YOU PAID TO SHYFT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
YOU ACKNOWLEDGE THAT SHYFT ACTS AS TRUSTEE FOR THE SHYFT REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF A SHYFT REPRESENTATIVE. SHYFT AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SHYFT REPRESENTATIVE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION 10 MAY NOT APPLY TO YOU.
You will indemnify and hold the Shyft Representatives harmless from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees and time and materials spent responding to any subpoena or other compulsory legal order or process) that arise from or relate to your use and access to the Websites (including any Third-Party Services, the Content Or Postings), and any breach of these Terms by you, including any use of the Websites other than as expressly authorized in these Terms. You agree that the Shyft Representatives will have no liability in connection with: (i) any such breach or unauthorized use or modification (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity and agree to indemnify against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the Shyft Representatives in connection therewith.
To the fullest extent permitted by applicable law, you release the Shyft Representatives from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties (including without limitation Third Party Services). You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
You agree that all matters relating to the access to, or use of, the Websites shall be governed by the laws of Barbados applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.
Any dispute between us and you or any other person arising from, in connection with or relating to the Websites, these Terms, any transaction through the Websites or any related matters must be resolved before the courts of Barbados, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.
If you breach any provision of these Terms, then you may no longer use the Websites. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your use of the Websites without notice, including your access to the Websites using your Invitation.
Upon termination or suspension of your use of the Websites, regardless of the reasons therefore, your right to use the Websites immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your Invitation, and all information and files associated with the Invitation and/or bar any further access to such files or the Websites. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and Shyft agree to a written agreement and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by Shyft. You and Shyft are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.
The provisions of these Terms will enure to the benefit of and be binding upon you and Shyft and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at firstname.lastname@example.org. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through the Websites to inform you of changes to the Websites or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending. By agreeing to these Terms you consent and agree to Shyft sending you account-based information and alerts regarding your Shyft User Account by email, text and/or push notifications on your mobile device on a periodic basis.
The parties have required that this agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.