Terms of Service and End User License Agreement

SHIFT™ is operated by SocialNetwork.com, Inc. (“SNDC”). There is software that you may choose to install on your mobile device or you may access the websites operated by SNDC including but not limited to shiftswim.com and socialnetwork.com subject to the Terms of Service (“TOS”) in this end user license agreement (“EULA”). Your use of SocialNetwork.Com (“SNDC”) software, services, web sites and products (collectively, the “Services” )is subject to the terms of this legally binding agreement (the “Agreement” or, alternatively, the “Terms”), unless it is governed by a separate written agreement, between you and SNDC, whose principal place of business is in New York City, New York. 

Acceptance of Agreement: In order to use the Services, you must first agree to the Terms.  You may not use the Service if you do not agree to the Terms.  You acknowledge that you accept the Terms by: (1) clicking to accept or agree to the Terms, where this option is made available to you in the user interface for the Services; or (2) by actually using the Services.  In this case, you understand that SNDC will treat your use of the Services as acceptance of the Terms and you acknowledge that your use constitutes such acceptance. 

Non-English Translations of this Agreement: If the Terms are made available in any language other than English, you acknowledge that if there is any conflict between a non-English version of the Terms and the English version, the English version of the Terms shall take govern.

Provision of Services by Affiliates:  You acknowledge and agree that SNDC and any of SNDC’s subsidiaries and affiliated legal entities (“SNDC”), if any, shall also be entitled to provide the Services to you. 

Changes and Limitations of Services:  You acknowledge and agree that the form and nature of the Services which SNDC may change from time to time without notice to you andthat the Services, or any features thereof, may even be terminated without notice to you, at SNDC’s sole discretion.  You may stop using the Services at any time without providing notice to SNDC; however, in the event that you have elected to make use of any services or features utilizing a recurring payment method of billing, you agree to hold SNDC harmless in the event that you do not terminate such services or features and are billed for them.  You similarly acknowledge that it is your responsibility to terminate any such services or features if you no longer want them, using the means identified to you at the time of your purchase of such services or features.   You acknowledge and agree that SNDC may disable your account at any time for any reason, without notice, at its sole discretion.  You agree and acknowledge that if SNDC disables your account, you may be prevented from accessing the Services, your account information, or any other information, files or content associated with your account.  You acknowledge and agree that while SNDC may not currently have any limits on the number of data transmissions (or on the size of such transmissions) or on the amount of storage space used for the provision of any of the Services, that SNDC may set limits on the foregoing at any time, at SNDC’s sole discretion.  You acknowledge and agree that SNDC may change or delete your account name, profile information or other data associated with your account (including modifying or deleting any text, photo, video or other content related to your account at its sole discretion) and you hold SNDC harmless and release SNDC from any and all liability relating to any change or deletion of such data.  You acknowledge and agree that any data deleted by you may persist in SNDC’s backup data for a reasonable period of time (but will not be available to others). 

Your use of the Services:  You agree that any information you provide during the registration process for using the Services will always be accurate, correct and up to date.  You agree to use the Services only for purposes that are permitted by the Terms and by any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).  You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by SNDC unless you have been specifically allowed to do so in a separate agreement with  SNDC.  You specifically agree not to access (or attempt to access) any of the Services through any automated means.  You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).  Unless you have been specifically permitted to do so in a separate agreement with SNDC, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.  You agree that you are solely responsible for (and that SNDC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which SNDC may suffer) of any such breach.

Safety:

We do our best to keep the Service safe, but we cannot guarantee it.  To aid us in making the Services as safe as possible, you agree to the following:

1. You will not send or otherwise post unauthorized commercial communications (such as spam).

2. You w

3. You will not transfer your account (including any page or application you administer) to anyone without first getting our written permission.

4. If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user's actual name).
   

Your Interactions with Others:

1. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHERS USING THE SERVICES. YOU UNDERSTAND THAT SNDC CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON USERS OF THE SERVICES. SNDC ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF USERS OF THE SERVICES OR ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. SNDC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. SNDC RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

1. IN NO EVENT SHALL SNDC BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR PERSONS YOU MEET THROUGH THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT SNDC MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICES. YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER USERS OF THE SERVICES.

Account Security: You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.  Accordingly, you agree that you will be solely responsible to SNDC for all activities that occur under your account.  If you become aware of any unauthorized use of your password or of your account, you agree to notify SNDC immediately through http://www.socialnetwork.com/contact.aspx.

Privacy:  For information about SNDC’s data protection practices, please read SNDC’s privacy policy at http://www.socialnetwork.com/support/policy/Privacy.aspx.  This policy explains how SNDC uses and protects your personal information and your privacy when you use the Services.  You agree to SNDC’s use of your data in accordance with SNDC’s privacy policy.

Content: You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.  Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to SNDC (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by SNDC or by the owners of that Content, in a separate agreement.  SNDC reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, SNDC may provide tools to filter out explicit sexual content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.  YOU UNDERSTAND THAT BY USING THE SERVICES YOU MAY E EXPOSED TO CONTENT THAT YOU MAY FIND OFFENSIVE, INDECENT OR OBJECTIONABLE AND THAT, IN THIS RESPECT, YOU USE THE SERVICES AT YOUR OWN RISK.  You agree that you are solely responsible for (and that SNDC has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which SNDC may suffer) by doing so.

Intellectual Property: You acknowledge and agree that SNDC (or its licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by SNDC and that you shall not disclose such information without SNDC’s prior written consent. Unless you have agreed otherwise in writing with SNDC, nothing in the Terms gives you a right to use any of SNDC’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. If you have been given an explicit right to use any of these brand features in a separate written agreement with SNDC, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and any of SNDC’s brand feature use guidelines as updated from time to time and posted on www.SocialNetwork.com (or such other URL as SNDC may provide for this purpose from time to time).  Other than the limited license set forth in the Licenses sections in the next two paragraphs, SNDC acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with SNDC, you agree that you are responsible for protecting and enforcing those rights and that Google has n obligation to do so on your behalf.  You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.  Unless you have been expressly authorized to do so in writing by SNDC , you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

Licenses from SNDC: SNDC gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by SNDC as part of the Services as provided to you by SNDC (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by SNDC, in the manner permitted by the Terms. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by SNDC, in writing.  Unless SNDC has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

Licenses from You:  You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give SNDC a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling SNDC to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.  You agree that this license includes a right for SNDC to make such Content available to other companies, organizations or individuals with whom SNDC has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.  You understand that SNDC, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit SNDC to take these actions.  You confirm and warrant to SNDC that you have all the rights, power and authority necessary to grant the above license.

Information Sharing: When you use an application, your content and information is shared with the application.  We require applications to respect your privacy, and your written agreement with that application will control how the application can use, store, and transfer that content and information.  When you publish content or information, it means that you are allowing everyone, including people that are not users of the Services, to access and use that information, and to associate it with you (i.e., your name and profile picture).  We always appreciate your feedback or other suggestions, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).

Software Updates:  The Software which you use may automatically download and install updates from time to time from SNDC. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit SNDC to deliver these to you) as part of your use of the Services.

Termination of Services:  The Terms will continue to apply until terminated by either you or SNDC as set out below.  If you want to terminate your legal agreement with SNDC, you may do so by (a) notifying SNDC at any time at https://www.shiftswim.com/contact and (b) closing your accounts for all of the Services which you use, where SNDC has made this option available to you.  SNDC may at any time, terminate its legal agreement with you if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) SNDC is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) the partner with whom SNDC offered the Services to you has terminated its relationship with SNDC or ceased to offer the Services to you; or (D) SNDC is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (E) the provision of the Services to you by SNDC is, in SNDC’s opinion, no longer commercially viable.  Nothing in this Section shall affect SNDC’s rights regarding changing or limiting provision of Services as set forth elsewhere in the Terms.  When these Terms come to an end, all of the legal rights, obligations and liabilities that you and SNDC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of the Terms shall continue to be governed by the laws of the State of New York and shall apply to such rights, obligations and liabilities indefinitely.

Exclusion of Warrantees:

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT SNDC’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

IN PARTICULAR, SNDC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SNDC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

SNDC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability:

SUBJECT TO OVERALL PROVISION IN THE “EXCLUSION OF WARANTEES” SECTION ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SNDC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(II) ANY CHANGES WHICH SNDC MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;

(III) YOUR FAILURE TO PROVIDE SNDC WITH ACCURATE ACCOUNT INFORMATION;

(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON GOOGLE’S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT SNDC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Copyright and trade mark policies: It is SNDC’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers. 

Advertisements: Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.  The manner, mode and extent of advertising by SNDC on the Services are subject to change without specific notice to you.  In consideration for SNDC granting you access to and use of the Services, you agree that SNDC may place such advertising on the Services.

Telephone charges:  We currently provide our mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging fees, will still apply.  In the event you change or deactivate your mobile telephone number, you will update your account information within 48 hours to ensure that your messages are not sent to the person who acquires your old number.  You provide all rights necessary to enable users of the Services to sync (including through an application) their contact lists with any basic information and contact information that is visible to them on the Services, as well as your name and profile picture.

Other content: The Services may include hyperlinks to other web sites or content or resources. SNDC may have no control over any web sites or resources which are provided by companies or persons other than SNDC.  You acknowledge and agree that SNDC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.  You acknowledge and agree that SNDC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Changes to Terms:  SNDC may make changes to the Terms from time to time.  When these changes are made, SNDC will make a new copy of the Terms available at http://www.socialnetwork.com/support/policy/TermsOfService.aspx and any new legal notices will be made available to you from within, or through, the affected Services.  You understand and agree that if you use the Services after the date on which the Terms have changed, SNDC will treat your use as acceptance of the updated Terms.

General Legal Terms:  Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

Integration of Agreement: The Terms constitute the whole legal agreement between you and SNDC and govern your use of the Services (but excluding any services which SNDC may provide to you under a separate written agreement), and completely replace any prior agreements between you and SNDC in relation to the Services.

Notices: You agree that SNDC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

Non-Waiver:  You agree that if SNDC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which SNDC has the benefit of under any applicable law), this will not be taken to be a formal waiver of SNDC’s rights and that those rights or remedies will still be available to SNDC.

Severability:  If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

Third-Party Beneficiaries: You acknowledge and agree that each member of the group of companies of which SNDC is the parent or affiliate (if any) shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

Choice of Law: The Terms, and your relationship with SNDC under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and SNDC agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that SNDC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

The SocialNetwork.com website and SHIFT APP use the YouTube API Services. By using this website or the SHIFT APP you agree to be bound by YouTube's Terms Of Service.

February 11, 2023