Waiver for Technology First Foundations

These Terms and Conditions of Use (these “Terms”) apply to all education, training, certification, accreditation, and consulting services (each a “Service” and collectively, the “Services”) provided or made available by Technology First SHIFT, LLC, a North Carolina limited liability company (“SHIFT,” “we,” “us,” or “our”). SHIFT and Customer are sometimes referred to herein each as a “Party” and together as the “Parties.”

PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE SERVICES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY USING OUR SERVICES, YOU (THE “CUSTOMER”) ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS.

Fees: In consideration for the Services, Customer shall pay SHIFT the fees described in the Order Form(s). All fees are non-cancelable and non-refundable. All fees are payable in full within thirty (30) days of receiving an invoice from SHIFT, unless otherwise stated in applicable Additional Terms. Any fees remaining unpaid after due will incur a 1.5% monthly finance charge. SHIFT may suspend access to the Materials and any further Services until such time as all outstanding amounts are paid. Credit card payments may be subject to a processing fee. SHIFT may suspend access to the Materials and any further Services if Customer has any unpaid fees. Payments may be made by credit card by emailing accounting@techfirstshift.com or by check to P.O. Box 1155, Arden, North Carolina, 28704. Any credit card payments for products and services greater than $1,500 will be subject to a 3.5% processing fee. SHIFT may change Service fees at any time with a 90-day advance notice.

Changes: Customer acknowledges that a registrant’s failure to attend an event is a forfeit of the registration fee. No refunds will be granted. Customers may request to change the name or session date of a registrant more than 72 hours prior to the registered-for date, up to three times and within 1 year from original registration.

Ownership of Material: All intellectual property of SHIFT including, without limitation, all past, present, and future versions of course content, trainings, video and audio recordings, education modules, materials, and documentation provided to you through or in connection with the Services (altogether, the “Materials”), are owned, controlled, or licensed by SHIFT or its licensors, and are protected from unauthorized use, copying, and dissemination by copyright, trademark, patent, and other laws, rules, and regulations.

Limited License: Subject to your strict compliance with these Terms, SHIFT grants to you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to access and to use the Materials solely for your own purposes (the “Permitted Use”). The forgoing limited license (i) does not give you any ownership of, or any other rights or interest in, any Materials, and (ii) may be immediately suspended or terminated for any reason, in SHIFT’s sole discretion, and without advance notice or liability. All rights not expressly granted to you herein are reserved by SHIFT and its licensors and other third parties. Without limiting the forgoing, you shall not (i) combine, edit, make derivative works, or make use of the Materials with any other content or software program; (ii) reproduce, transmit, sell, or distribute any or all of the Materials; (iii) rent, lease, license, sublicense, sell, distribute, disclose, assign, permit access to or transfer to any third party, whether for profit or without charge, or otherwise authorize third parties to use or access the Materials; (iv) interfere with or circumvent any security feature of the Materials or any feature that restricts or enforces limitations on use of or access to the Materials; (v) remove any copyright, trademark, or other proprietary rights notices contained on the Materials, or (vi) otherwise make use of the Material for any purpose other than the Permitted Use.

Hosted Materials: You agree to access the Materials in accordance with SHIFT’s security policies and procedures, as may be revised from time to time in SHIFT’s sole discretion, including, without limitation, any Privacy Policy as may be posted on its website from time to time. Materials may be updated from time to time in accordance with SHIFT’s standard practices and procedures.

Third-Party Services: You acknowledge and agree that certain Services may operate on or with or using services operated or provided by third parties (“Third-Party Services”). SHIFT is not responsible for, and shall have no liability, in contract, tort, strict liability or otherwise, for any damages, including but not limited to loss of revenue, anticipated profits, business or sales, caused by or on account of the operation of any Third-Party Services or the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. You are solely responsible for procuring any and all rights necessary to access Third-Party Services and for complying with the applicable terms or conditions thereof. SHIFT does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between you and a third-party provider is solely between you and such third-party provider and is governed by such third party’s terms and conditions.

Termination: These Terms, as may be amended from time to time, will remain in full force and effect at all times during the performance of the Services. SHIFT reserves the right to terminate your access to and use of the Services in its sole discretion, without notice and liability, except as required by applicable law, including, without limitation, if SHIFT believes your conduct violates these Terms. Upon termination, (i) the license granted to you hereunder with respect to the Material shall immediately terminate and (ii) SHIFT will invoice you for all Service fees accrued and payable in accordance with the Fees Section below. Upon termination, you shall (i) cease using all Materials, (ii) destroy and permanently delete all physical and electronic copies of such Materials, and (iii) provide SHIFT written confirmation of such permanent deletion and destruction.

Acknowledgement: You hereby acknowledge and agree that (a) the Materials and Services are not intended to be a substitute for or to replace your personal skill, knowledge, and experience; (b) SHIFT assumes no responsibility for your use of the Materials and Services for any purpose; and (c) SHIFT has no and disclaims any responsibility whatsoever for, and you (on your own behalf and on behalf of your employees, agents, representatives, and assigns) release SHIFT from, any claims arising from or related to any reliance by you or your agents on the Materials or Services.

Miscellaneous: All Services and Materials are provided on an “as is,” “as available,” and “with all faults” basis, and SHIFT makes no warranties with respect to the Services or Materials. SHIFT makes no representation of any kind that the Services or the Materials will meet Customer’s requirements; achieve any intended results; operate without interruption; or meet any performance or reliability standards. IN NO EVENT WILL SHIFT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE MATERIALS OR SERVICES. These Terms and all claims arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the State of North Carolina, without reference to its conflict of laws principles. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts in Buncombe County, North Carolina.