Effective from the 1st day of June, 2021.
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”, which includes both members and website visitors) and SHiFTUP (SHiFTUP). (“SHiFTUP”, “we”, or “us”). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website www.SHiFTUP.com, all affiliated websites, including mobile websites and applications, owned and operated by us or successors. This also includes all services, applications and products that are accessible through the Site and all SHiFTUP mobile applications whether provided by us or our Affiliates. This Agreement includes and hereby incorporates the agreements and Site usage policies and as such agreements and policies may be modified by SHiFTUP from time to time. Subject to the conditions set forth herein, SHiFTUP may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. If a revised version includes a Substantial Change in that case, we will notify you in writing or email, of the Substantial Change. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement and you remain bound by the Terms of Service. In the event of a conflict between this Agreement and any other Terms of any other agreement, if any, this Agreement will control unless the other Agreement explicitly states that it controls.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES.
By registering for a SHiFTUP account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you sign up for an Account, pursuant to the prevailing Indian laws regulating the cyber contracts. Your Account sign up and/or registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments for your reference.
In connection to your use of this site and its services you may have to receive certain records, such as contracts, notices, invoices and communications, in writing. You give us permission to provide these records to you electronically instead of in paper form. SHiFTUP will make all reasonable efforts to ensure that a paper form record is issued and mailed to you in exceptional cases like audit or demand by Law enforcing agencies.
3.1 Account Eligibility
To use the Site Services, you must register for an Account with www.SHiFTUP.com. SHiFTUP offers the Site Services for you as a Client to find and receive information about Automobile & other relevant information relating to the automobile sector. To register for an Account, you must be a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account and by using the Site Services, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially and legally responsible for your use of the Site and of Automobile Services as sought; and (c) perform your obligations to provide services as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about yourself. You must not provide false or misleading information about your skills or the services you provide.
3.3 Usernames and Passwords
When you sign up for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password.
We encourage you to leave objective balanced feedback about other Users with whom you have transacted. SHiFTUP provides its public feedback system as a means through which Users can share their opinions publicly and SHiFTUP does not monitor or censor these opinions. SHiFTUP does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests for that. You may be held legally responsible and accountable for any consequences for damages suffered by other Users as a result of your remarks if such remarks are legally actionable or defamatory. SHiFTUP is not legally responsible for any feedback or comments posted or made available on the Site by any Users, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, SHiFTUP reserves the right (but is under no obligation) to remove posted feedback or information that in SHiFTUP’s sole judgment violates the Terms of Service.
The site is a platform where you (the user) will get information about Automobiles and other relevant information relating to the automobile industry along with associated services restricted to the Automobile Agency sector. You, the user will get access to blogs, content, data, videos etc which are posted & published exclusively as informative content. The site does not solicit any brand/company for the purpose of direct/indirect selling & neither does it in any manner acts as a third party website for the sale of any Automobile Agency. However, SHiFTUP is restricted to advertising and branding of its Advertising partners and such advertisement are not a part of sales or enhancement of sales to such advertisement agency in either direct/indirect form.The purpose of this site is to enhance and inculcate the much needed information about automobiles, along with that it also performs an entertainment value with regards to comparison of automobiles through its media platform. The purpose is restricted to information, media content & entertainment and exclusive discount offers. SHiFTUP however, will reserve the right to sell merchandise of its own name for the purpose of branding, advertising and revenue generation.
5.1 Service Contracts
You acknowledge and agree that SHiFTUP is not a party to any Service Contracts, and that the formation of a Service Contract, under any circumstance, will not create an employment or other service relationship between SHiFTUP and the You.
5.2 Payment Agreements
SHiFTUP will not be liable for any payment failures done through the online payment mode. The user cannot hold SHiFTUP guilty in case of payment failures.
6.1 Membership Fees
SHiFTUP reserves the right to charge a membership fee to its USERS. SHiFTUP has the discretion to offer the services for free or charge as per its business decision and whenever there is a change or modification in the membership fee charged by SHiFTUP, it will inform the USER. Once A USER has been informed on the amendment, the USER will have the choice to continue to avail the services or stop, causing termination of this Agreement. The User agrees to pay the subscription fee for creating, hosting, maintaining and providing site services.
If User fails to pay the membership fee, as applicable, SHiFTUP may suspend or close User’s Account and revoke User’s access to the Site. Without prejudice to other available remedies.
6.3 No Return of Funds
User acknowledges and agrees that the fee is non-refundable, except as otherwise required by applicable law. User also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Users to resolve disputes.
6.4 Formal Invoices and Taxes
SHiFTUP will be issuing formal invoices to the Users. SHiFTUP will be adding and or deducting the Service Tax, to the invoice amount and will remit to the Tax Authorities as applicable.
Client and SHiFTUP may agree between them on any additional or different terms for their Service Contract as long as such terms do not affect the rights or responsibilities of SHiFTUP or violate the Terms of this Agreement. SHiFTUP is not a party to any Service Contract by or between Users.
SHiFTUP will provide the following services -----------
7.2 Dispute Resolution
With respect to disputes arising between Clients and Automobile Agencies, you agree to abide by the Dispute Resolution Policy. SHiFTUP will assist with all possible and reasonable intervention to resolve the disputes, if any, between the Client and Automobile Agency. However, you agree and consent that SHiFTUP's assistance will not make it a party for prosecution in case the dispute does not get resolved. However, SHiFTUP will try and put in all reasonable efforts to end such dispute amicably.
7.3 Intellectual Property Rights
Any intellectual property if created as part of the Services provided by a User will remain the Intellectual property of SHiFTUP and the user will have no rights or interest on such properties. SHiFTUP will have all the rights and interest on the materials, processes and methodologies including the residual technology created in due process of providing the platform for a User to avail SHiFTUP’s Web (online) Services.
SHiFTUP is not a party to the dealings between User and Automobile Agencies, including posts, proposals, screening selection, contracting, and performance of Automobile Agency Services. SHiFTUP does not introduce/advertise Automobile Agencies to Users. SHiFTUP merely makes the Site Services available to enable Users to identify and determine the suitability of Automobile Agencies for themselves. SHiFTUP does not, in any way, supervise, direct, or control the Automobile Agency or Automobile Agency’s work. SHiFTUP does not set Automobile Agency’s work hours, work schedules, or location of work, nor is SHiFTUP involved in determining the Automobile Agency Fees for a Service. SHiFTUP will not provide the Automobile Agency with training or any equipment, labor, or materials needed for a particular Service Contract. SHiFTUP does not provide the premises at which the Automobile Agency will perform the work. SHiFTUP makes no representations about, and does not guarantee the quality, safety, or legality of, the Automobile Agency Services; the qualifications, background, or identities of Users; the ability of Automobile Agencies to deliver the Automobile Agency Services; the ability of Users to pay for the Automobile Agency Services; or that a User or Automobile Agency can or will actually complete a transaction.
You hereby acknowledge and agree that SHiFTUP may provide information on the Site about an Automobile Agency or User, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Automobile Agencies or Users voluntarily submit to SHiFTUP and does not constitute and will not be construed as an introduction, endorsement, or recommendation by SHiFTUP; SHiFTUP provides such information solely for the convenience of Users.
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Users and/or Automobile Agencies; (b) SHiFTUP is not a party to any Service Contracts between Users and Automobile Agencies; (c) you are not an employee of SHiFTUP, and SHiFTUP does not, in any way, supervise, direct, or control the Automobile Agency or Automobile Agency Services or quality of services provided by Automobile Agencies; (d) SHiFTUP will not have any liability or obligations under or related to Service Contracts between Client and Automobile Agency; (e) SHiFTUP has no control over Automobile Agencies or the Automobile Agency Services; and (f) SHiFTUP makes no representations as to the reliability, capability, or qualifications of any Automobile Agency or the quality, security, or legality of any Automobile Agency Services, and SHiFTUP disclaims any and all liability relating thereto.
11.1 Site License
Subject to the conditions on compliance with this Agreement, SHiFTUP grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Services as permitted by this Agreement. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. The SHiFTUP logos and names are trademarks of SHiFTUP and may be registered in certain jurisdictions.
11.2 Mobile and Other Devices
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality as available on the Site.
11.3 Site Updates
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features. Updates may also modify or delete in their entirety certain features and functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. SHiFTUP reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice.
To the extent a User or Automobile Agency provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Automobile Agency Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Automobile Agency).
If and when Confidential Information is no longer needed for the performance of the Automobile Agency Services for a Services Contract or at User’s or Automobile Agency’s written request, the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of the disclosing party’s written request for such certification.
User, Automobile Agency, and SHiFTUP will not publish, or cause to be published, any other party’s Confidential Information, except as may be necessary for performance of agreed Services as required by the law.
SHiFTUP is not liable, and you agree not to hold it responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
glitches, bugs, errors, or defects of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account;
your reliance on the quality, accuracy, or reliability of services, Automobile Agency profiles, ratings, recommendations, and feedback , or metrics found on, used on, or made available through the Site; and
your need to modify practices, or your loss of or inability to do business, as a result of changes to the Terms of Service.
In addition to the recognition that SHiFTUP is not a party to any contract between User and Automobile Agency, you hereby release SHiFTUP, its Affiliates, and its respective officers, directors, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Automobile Agency Services provided to User by an Automobile Agency and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless SHiFTUP, its Affiliates, and its respective directors, officers, employees, and representatives (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you; (c) failure to comply with this Agreement by you; (d) failure to comply with applicable law by you; (e) negligence, willful misconduct, or fraud by you; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you.
This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and SHiFTUP expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You may provide written notice to [email protected]. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) SHiFTUP will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to SHiFTUP for any Site Services, as applicable. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or SHiFTUP from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting SHiFTUP’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or SHiFTUP or our Affiliates. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without SHiFTUP’s prior written consent.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If required by law, SHiFTUP will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which SHiFTUP will have no liability whatsoever.
16.1 Enforcement of Agreement
SHiFTUP has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting SHiFTUP’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or SHiFTUP.
16.2 Consequences of Agreement Termination
Termination of this Agreement and/or closing of your Account will not relieve User of the requirement to pay for Automobile Agency Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which includes fees and expenses, together with any applicable taxes. Except as otherwise required by applicable law, we will notify you if we close your Account, unless we understand, in our sole judgment, that giving notice may cause damage. You agree as follows:
IF SHiFTUP DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, SHiFTUP HAS THE RIGHT BUT NOT THE OBLIGATION TO:
(A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND
(B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
17.1 Dispute Process and Scope
If a dispute arises between you and SHiFTUP, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you and SHiFTUP agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with SHiFTUP, the termination of your relationship with SHiFTUP, or the Site Services in accordance with this Section. All the Parties will make reasonable efforts to settle the dispute amicably. If unresolved then parties can amicably and mutually agree to opt for arbitration
17.2 Choice of Law
This Agreement and any Claim will be governed by and construed in accordance with the applicable laws of the Union of India.
18.1 Entire Agreement
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and SHiFTUP relating to the subject matter hereof. Even though SHiFTUP drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or SHiFTUP because of the authorship of any provision of this Agreement
Users will not violate any applicable National, State, or local laws or on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations.
No modification or amendment to this Agreement will be binding upon SHiFTUP unless in a written instrument signed by a duly authorized representative of SHiFTUP. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section does not apply to amendments to this Agreement posted by SHiFTUP to the Site from time to time.
18.4 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without SHiFTUP’s prior written consent in the form of a written instrument signed by a duly authorized representative of SHiFTUP (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). SHiFTUP may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
18.7 Force Majeure
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance by such a party will be extended by the period of such delay.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with SHiFTUP.
“User” means any authorized User utilizing the Site to seek or provide Automobile Agency Services from another User.
“User Deliverables” means requests, intellectual property, and any other information or materials that a Automobile Agency receives from a User to perform Automobile Agency Services.
“Confidential Information” means User Deliverables, Automobile Agency Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Automobile Agency Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form.
Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Automobile Agency or User; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for Automobile Agency Services that an Automobile Agency provides to a User after being approached and engaged by a User.
“Automobile Agency” means a person who has been designated as a Automobile Agency formally by the condition of fulfilling the requisite education and other formalities as prescribed by the profession.
“Automobile Agency Fees” means the fees as quoted by the Automobile Agency and paid to the Automobile Agency, for providing the services to the User.
“Automobile Agency Services” means all services performed for or delivered to Users by Automobile Agencies.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Service Contract” means, as applicable, (a) the contractual provisions between a User and a Automobile Agency governing the Automobile Agency Services to be performed by a Automobile Agency for User for an Engagement.
“Site Services” means all services that are accessible through the Site
“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
“Work Product” means any tangible or intangible results or deliverables that Automobile Agency agrees to create for, or actually delivers to, User as a result of performing the Automobile Agency Services.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to SHiFTUP.