PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. YOU SHOULD REVIEW THIS AGREEMENT EACH TIME YOU VISIT THIS SITE OR USE ANY SERVICES. IF YOU DO NOT AGREE TO THESE TERMS (INCLUDING ANY REFERENCED POLICIES OR GUIDELINES), YOU MUST IMMEDIATELY TERMINATE YOUR USE OF ANY PORTION OF THE SITE OR SERVICES. IF YOU WOULD LIKE TO PRINT THIS AGREEMENT, PLEASE CLICK THE PRINT BUTTON ON YOUR BROWSER TOOLBAR. 1. Acceptance Triggered by Use. This Terms of Service and Use Agreement (the “Agreement”) is between you and Shift Giant LLC (‘Shift Giant”) and governs your access and use of this web site (the “Site”). The Agreement is subject to change, and we will make those changes by posting the new Agreement on the Site. Your continued use of the Site will constitute your acceptance of any changes or revisions. 2. Grant of Limited License. The proprietary software, content, and materials underlying the Site (the “Materials”) are works protected under copyright and other intellectual property laws. In consideration for your promises reflected in this Agreement, you are granted a personal, nonexclusive, nonassignable and nontransferable, non-commercial license to access and use the Site from a single computer and as permitted under this Agreement. You agree to: (i) not copy or distribute the Materials to any third party; (ii) not reverse engineer, disassemble or decompile any portion of the Materials or otherwise attempt to discover or re-create the source code to the Materials; (iii) comply with all applicable laws, including U.S. export control laws, applicable to your use of the Materials; (iv) not make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to any portion of the Materials; (v) not remove, alter, or obscure any proprietary notices in any portion of the Materials or on the Site; (vi) not interfere with or disrupt the use and enjoyment of the Site by other users; and (vii) not use any type of automated means to utilize or access the Site. 3. User Submitted Content. A. You may submit information and content (e.g., office space listings) to us through your usage of the Site or by emailing property marketing flyers to us. Such information and content are collectively referred to as “User Submitted Content”. You understand Shift Giant does not guarantee any confidentiality with respect to any User Submitted Content. B. You shall be solely responsible for your own User Submitted Content and the consequences of posting or publishing them. You affirm, represent, and/or warrant that you own or have all the necessary licenses, rights, consents, and permissions to use and authorize Shift Giant to use all patent, trademark, trade secret, copyright or other intellectual property or proprietary rights in and to any and all User Submitted Content you submit to enable inclusion and use of the User Submitted Content in the manner contemplated by the Site and this Agreement.. C. For clarity, you retain ownership of all copyrights you may have in your User Submitted Content. However, by submitting User Submitted Content to Shift Giant, you hereby grant Shift Giant a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, adapt, advertise, modify, market, sell, reproduce, distribute, prepare derivative works of, display, and perform the User Submitted Content (in whole or in part), for any purpose whatsoever, and to incorporate User Submitted Content in other works in any form, media, or technology now known or later developed. The foregoing license shall be broadly construed, and shall include, without limitation the right to: (i) promote and redistribute part or all of the User Submitted Content (and derivative works thereof) in any media formats and through any media channels, (ii) incorporate the User Submitted Content on tangible or intangible products for resale or otherwise, and (iii) use the User Submitted Content for promotional purposes, whether to promote the Site, other Shift Giant products or services, or third party products or services. By way of clarification and not limitation, you acknowledge that you will not be entitled to any royalties or any other payment as a result of any efforts by Shift Giant to exploit any User Submitted Content. By way of further clarification, Shift Giant may freely sublicense the rights that you grant it in this Section to a third party. To the extent necessary for Shift Giant to exercise its rights under the foregoing license, you hereby grant Shift Giant a perpetual, royalty-free and irrevocable license to exploit any personality, publicity, or privacy rights in and to the User Submitted Content and in your likeness as contained therein. You also hereby grant each user of the Site a non-exclusive license to access your User Submitted Content through the Sites, and to use, reproduce, distribute, display and perform such User Submitted Content as permitted through the functionality of the Sites and under these Terms of Service. D. In connection with User Submitted Content, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy, personality and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Shift Giant all of the license rights granted herein. E. Shift Giant does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Shift Giant expressly disclaims any and all liability in connection with User Submitted Content. Shift Giant does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and Shift Giant will remove all Content and User Submitted Content if properly notified in a manner consistent with law and Shift Giant’s Copyright Infringement Notification Policy (see below) that such Content or User Submission infringes on another’s intellectual property rights. Shift Giant reserves the right to remove User Submitted Content without prior notice. 4. NO WARRANTIES – SITE PROVIDED “AS IS”. YOU UNDERSTAND AND AGREE THAT THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER US NOR ANY OF OUR AFFILIATES OR LICENSORS, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (i) THAT THE SITE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, OR ERROR FREE; (ii) THAT THE SITE WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, OR SECURE; (iii) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SITE WILL BE FREE FROM VIRUSES, “WORMS,” “TROJAN HORSES” OR OTHER HARMFUL PROPERTIES; (iv) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY MATERIAL PUBLISHED OR ACCESSIBLE ON OR THROUGH THE SITE; (v) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (vi) THAT THE MATERIALS ARE NONINFRINGING. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES OR CONTENT OBTAINED THROUGH THE USE OF THE SITE ARE DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE, SERVICES, OR ANY MATERIALS. 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE SITE BY ANY PERSON, INCLUDING BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY INFORMATION AND CONTENT ACCESSED OVER THE SITE, (ii) ANY USE OR INABILITY TO USE THE SITE FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS FAILURE OR ANY OTHER FAILURE WITH TRANSMISSION OR DELIVERY OF ANY INFORMATION ACCESSED THROUGH THE SITE, OR (iii) ANY GOODS OR SERVICES DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SITE OR OTHERWISE, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 6. Termination. Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement or with any other policy or rule. Additionally, we may terminate this Agreement at any time and for any reason. We may effect notice of termination through any means, including but not limited to posting such notice on the Site, sending you an email, or otherwise proclaiming such termination. Upon termination, you must immediately stop using the Site. We have no obligation to return any materials you provide to us in the course of using the Site. 7. Indemnification Obligations. You agree to hold harmless, defend, and indemnify us and our licensees, licensors and their officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, agents, partners and affiliates, successors and assigns from all liabilities, claims, demands and expenses, including attorney’s fees, that are due to, or that arise from your use or misuse of the Site, any content transmitted to or through the Site, or for infringement by you of intellectual property rights or other right of any third party. We may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with us in such event. 8. Third Party Links and/or Content. We do not endorse and are not responsible or liable for any content, advertising, goods or services, or other materials available on or from any third party web sites or resources. 9. Feedback. Any comments or materials sent to us, including feedback data, such as questions, comments, suggestions, or the like regarding the Site is non-confidential. We have no obligation to you of any kind with respect to such feedback and are free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the feedback to others without limitation. 10. Notices; Announcements. We may provide notices, including notice of any changes to this Agreement by displaying notices to you generally on the Site or by emailing you at the email address you provided us. We may change our addresses (email or mailing) by displaying such changes on the Site. Except as set forth herein, you must provide us all notices in writing, delivered to the street address listed on the “contact us” page. Notwithstanding, we will endeavor to respond to any emails you send raising any concerns or questions. 11. Copyright Infringement Notification Policy. Shift Giant respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement by any content or material on the Site, please provide the following information in writing to Shift Giant’s copyright agent (see 17 U.S.C. Section 512(c)(3) for further detail): 1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright. 2. A description of the copyrighted work that you claim has been infringed. 3. A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit us to locate the material. 4. Information so that we can contact you, such as address, telephone number and e-mail address. 5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. 6. A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. If you believe that any content or materials you posted, uploaded or Submitted to the Site, that were subsequently removed from the Site, or to which access was disabled, were improperly removed or disabled, please provide the following Counter-Notification to Shift Giant’s copyright agent (see 17 U.S.C. Section 512(g) for further detail): 1. your physical or electronic signature. 2. a description of the materials that have been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. 3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. 4. your name, address and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept services of process from the person who provided notification of the alleged infringement. For other comments or questions regarding the Site, please contact us through our contact page. 12. Miscellaneous. Except for any agreements or policies explicitly referenced herein, this Agreement constitutes the complete and entire agreement between you and us as it pertains to the Site. We reserve all rights not granted in this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. You must be 18 years or older to use the Site. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, USA, AS THOSE LAWS APPLY TO AGREEMENTS MADE AND SOLELY PERFORMED THEREIN. YOU IRREVOCABLY CONSENT TO AND WAIVE ALL OBJECTION TO PERSONAL JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN SAN DIEGO, CALIFORNIA, USA (SAN DIEGO). YOU AGREE TO NOT COMMENCE OR PROSECUTE ANY SUIT OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMEN OR THE SITE EXCEPT IN THE FOREGOING COURTS.