This Services Agreement together with any applicable Orders (as defined below) constitute a binding agreement (the “Agreement”) between Shift Auto Corporation, a Delaware corporation (“Shift”), and the customer designated on the Order (“Customer”). The “Effective Date” of this Agreement shall be the earlier of (a) Customer’s acceptance of the terms of this Agreement by clicking on the “I Accept” button, or (b) Customer’s use of the Shift Service (as defined below).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SHIFT MATERIALS (AS DEFINED BELOW). BY CLICKING ON THE “I ACCEPT” BUTTON OR ACCESSING OR USING ANY OF THE SHIFT MATERIALS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SHIFT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE CUSTOMER, AND TO BIND THAT ENTITY TO THE AGREEMENT. THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SHIFT SERVICES.

DEFINITIONS. In addition to terms defined in the body of this Agreement, as used in this Agreement:

“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Shift Service.

“Authorized User” means each of Customer’s employees, agents, and independent contractors who are provided usernames and passwords and permitted hereunder to access the Shift Service pursuant to Customer’s rights under this Agreement.

“Customer Content” means any data, information, content, or materials supplied or made available by or on behalf of Customer and used in connection with the Shift Service.

“Documentation” means the technical materials provided or made available by Shift to Customer in hard copy or electronic form that describe the features, functionality or operation of the Shift Services.

“Error” means a reproducible failure of the Shift Service to substantially conform to the Documentation.

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

“Order” means an order form, confirmation email, or other written acknowledgement from Shift of an order placed for the Shift Service under this Agreement.

“Price” means the price for parts and labor to repair a vehicle based on information uploaded by Customer.

“Shift Materials” means the Shift Service, Documentation, Usage Data, all software and all Shift proprietary information and technology used by Shift or provided to Customer in connection with the Shift Service, and Aggregated and Anonymous Data (as the foregoing are defined herein).

“Shift Service” means any services provided by Shift to Customer under this Agreement as set forth in an Order, including, but not limited to, Shift’s software-as-a-service application identified in an Order that allows Authorized Users to access certain features and functions through a web interface and the provision of such application.

“Reports” means vehicle service information from Third Party Data, vehicle repair pricing information, and other statements available to Customer through the Shift Service.

“Third-party Data” means information from third parties, including, directly or indirectly, OEM’s.

“Usage Data” means any usage data (including, without limitation, performance data), analytics or other data collected, generated or processed by Shift based on Customer’s access to and use of the Shift Service.

SHIFT SERVICE.

Generally. Subject to the terms and conditions of this Agreement and any applicable Order, Shift hereby grants to Customer, during the term of this Agreement, a non-sublicensable, non-transferable, non-exclusive right, solely for Customer’s internal use, to: (a) access and use the Shift Service; (b) internally use and reproduce the Documentation; and (c) download Reports for Customer’s use in connection with its vehicle repair services.

Access. Subject to Customer’s payment of the Fees (as defined below), Shift will provide Customer with access to the Shift Service during the Term (as defined below). On or as soon as reasonably practicable after the Effective Date, Shift shall provide to Customer the corresponding necessary network links or connections and Access Protocols to allow Customer to access the Shift Service. Customer and all Authorized Users shall prevent unauthorized access to, or use of, the Shift Service, and notify Shift promptly of any such unauthorized use known to Customer. Customer is responsible for all acts and omissions by any users of Customer’s account (including Authorized Users). Any act or omission by any such third party which, if undertaken by Customer, would constitute a breach of this Agreement, will be deemed a breach of this Agreement by Customer. Customer shall adhere to the security procedures reasonably required by Shift to safeguard the systems used by Shift to provide the Shift Services from unauthorized access or use and from viruses and other malicious code. In the event of any unauthorized access or other breach of security, Customer will provide Shift an analysis of any equipment, device or software in Customer’s possession or control.

Authorized Users. Subject to any limitations set forth in this Agreement or an applicable Order, Customer may permit any Authorized Users to access and use the features and functions of the Shift Service as contemplated by this Agreement. Customer may authorize additional users as Authorized Users of the Shift Service by providing each Authorized User’s name and contact information to Shift. Each Authorized User will create a unique user identification name and password (“User ID”) for access to and use of the Shift Service. User IDs cannot be shared or used by more than one Authorized User at a time.

Restrictions and Covenants. Customer will not, and will not permit any Authorized User or third party to: (a) use the Shift Service to harvest, collect, gather or assemble information or data regarding other Shift users without their consent; (b) access or copy any data or information of other Shift users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Shift Service or the data contained therein; (d) harass or interfere with another Shift user’s use and enjoyment of the Shift Service; (e) reverse engineer, disassemble or decompile any component of the Shift Service; (f) use the Shift Service in a manner that exceeds rate limitations or constitutes excessive or abusive usage, or interfere in any manner with the operation of the Shift Service or the network used to operate the Shift Service; (g) sublicense any of Customer’s rights under this Agreement, or otherwise use the Shift Materials for the benefit of a third party or to operate a service bureau; (h) modify, copy or make derivative works based on any part of the Shift Materials; or (i) otherwise use the Shift Materials in any manner that exceeds the scope of use permitted under this Agreement. Customer acknowledges and agrees that the Shift Service will not be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions. Customer represents, warrants and covenants that Customer has obtained all rights, licenses, consents and releases that are necessary to display the Customer Content.

Support. Subject to the terms of this Agreement, Shift shall use commercially reasonable efforts designed to maintain the security and availability of, and to correct Errors in, the Shift Service.

SHIFT PROPRIETARY RIGHTS.

Generally. Customer acknowledges that as between the parties, Shift retains all right, title and interest (including all related Intellectual Property Rights) in and to the Shift Materials, and that other than as expressly set forth in this Agreement, no license or other rights in the Shift Materials are granted to Customer.

Third Party Materials. The Shift Service utilizes, contains and may otherwise link to certain third-party websites, content, resources and materials (collectively, the “Third-Party Materials”). Third-Party Materials may be subject to additional licensing terms, which Shift may deliver or make available from time to time to Customer, which are incorporated herein by reference, and which supersede any contradictory terms in this Agreement. Shift has no control over and is not responsible for any Third-Party Materials. Shift provides these Third-Party Materials only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect thereto, or any product or service provided in connection therewith. Customer acknowledges and agrees that Shift is not responsible for any collection or disclosure of your information by any external sites, applications, companies or persons thereof. The presence of any Third-Party Materials or content is not, and cannot be construed as, a recommendation, endorsement or solicitation thereof by Shift.

OEM Copyright Notices.

Chrysler/FCA Copyright. Portions of materials contained herein are sourced by FCA US, LLC.

FORD Copyright. This product contains copyrighted and other protected material owned by FORD Motor Company. Unauthorized use or reproduction, in whole or in part, is prohibited.

General Motors. Portions of materials contained herein have been reprinted under license from General Motors, LLC, License Agreement #2310717, as amended or superseded.

Honda Copyright. Portions of materials contained herein have been reprinted under license from American Honda Corporation, License Agreement 16203AH. The catalog and data included herein cannot be reproduced without the prior written consent of American Honda Motor Co., Inc. Subscriber acknowledges that American Honda Motor Co is the owner or exclusive licensee of Honda information and the Honda trademarks.

Hyundai Copyright. Portions of materials contained herein have been reprinted under license from Hyundai Motor America, License Agreement HMA20004. All copyrights in and to such material are owned by Hyundai Motor America. © 2025 HMA

Jaguar Copyright. This product contains material that is reproduced and distributed under a license from Jaguar Cards Limited. No further reproduction or distribution of the Jaguar material is allowed without the express written permission of Jaguar Cars Limited. The recommended times for the repairs described in this publication with respect to Jaguar branded products are not based solely upon time studies conducted by Jaguar Cars Limited. The repair times it recommends to its franchised dealers for warranty repairs are based on time studies of the diagnostic and repair procedures it conducts and publishes in Jaguar service manuals. Accordingly, the recommended repair times specified in this publication are designed for aftermarket repairs only.”

Land Rover Copyright. This product contains material that is reproduced and distributed under a license from Land Rover. No further reproduction or distribution of the Land Rover material is allowed without the express written permission of Land Rover. “The recommended times for the repairs described in this publication with respect to Land Rover branded products are not based solely upon time studies conducted by Land Rover. The repair times it recommends to its franchised dealers for warranty repairs are based on time studies of the diagnostic and repair procedures it conducts and publishes in Land Rover service manuals. Accordingly, the recommended repair times specified in this publication are designed for aftermarket repairs only.

Mazda Copyright. This product contains copyrighted and other protected material owned by Mazda North America. Unauthorized use or reproduction, in whole or in part, is prohibited.

Mitsubishi Copyright. Portions of materials contained herein have been reprinted under license from MITSUBISHI MOTORS NORTH AMERICA, INC.

Nissan Copyright. Portions of materials contained herein have been reprinted under a license from Nissan North America (license Agreement NNA15007). Unauthorized user or reproduction, in whole or in part, is prohibited.

Subaru Copyright. “Portions of materials contained herein have been reprinted under license from Subaru of America, Inc. This product contains material that is reproduced and distributed under a license from Subaru of America, Inc. No further reproduction or distribution of the Subaru material is allowed without the express written permission of Subaru of America, Inc.”. may only use, market, advertise, sell, or distribute (“Distribute”) Subaru data only to End Users in the North American Market. “North American Market” is defined as the United States of America (inclusive of Guam, Puerto Rico, and the U.S. Virgin Islands, but excluding other U.S. Territories) and excludes Canada and Mexico and, if applicable, refrain from selling Subaru data to persons or entities who intend or are likely to Distribute it in any geographic area outside of the North American Market.

Toyota Copyright. Portions of materials contained herein have been included under license from Toyota Motor Sales, U.S.A., Inc. License Agreement TMS1008.” Please see http://www.motor.com/oem-compliance-requirements for important disclosures regarding these materials. 1. The Toyota Copyright Notice above must be displayed in a readily identifiable location and in at least the same size and prominence as other terms and conditions, (i) on LICENSEE’s web page from which LICENSED WORKS may be downloaded, (ii) in a prominent location in LICENSED WORKS that are printed publications, and (iii) on LICENSEE’S terms and conditions of service agreed to by all users of LICENSED WORKS, and the webpage for such URL shall include the following statement or be referenced in the Product, or the Product may point to https://www.motor.com/oem-compliance-requirements.

Materials Included Under License from Toyota Motor Sales, U.S.A., Inc. License Agreement TMS1008. All information contained in any materials obtained about Toyota, Lexus, and Scion vehicles is based on the latest product information available at the time of publication, is provided “as is” without warranty of any kind, and is intended for service providers and other interested parties in Canada, Mexico, and the United States of America, including Guam, Puerto Rico, and the U.S. Virgin Islands. Specifications and procedures are subject to change without notice. This information is provided expressly for the purpose of use by professional automobile technicians who have special techniques and certifications. Repair or service by non-specialized or uncertified technicians using only this information, or without proper equipment or tools, may cause severe injury to the individual or other individuals and could possibly cause damage to the vehicle. Certain procedures or content elements may make reference to Toyota Warranty policy or practice – these policies or practices are only applicable to Toyota, Lexus, or Scion dealers.

Volkswagen Copyright. Portions of materials contained herein have been reprinted under license from Volkswagen Group of America, Inc., License Agreement 15500VWA.

Volvo Car Copyright. This product contains material that is reproduced and distributed under a license from Volvo Car Corporation. No further reproduction or distribution of the Volvo material is allowed without the express written permission of Volvo Car Corporation. The recommended times for the repairs described in this publication with respect to Volvo branded products are not based solely upon time studies conducted by Volvo Car Corporation. The repair times it recommends to its franchised dealers for warranty repairs are based on time studies of the diagnostic and repair procedures it conducts and publishes in Volvo service manuals. Accordingly, the recommended repair times specified in this publication are designed for aftermarket repairs only.

Feedback. From time to time Customer, its Authorized Users, or its agents may provide suggestions, enhancement requests, recommendations, corrections, or other feedback to Shift with respect to the Shift Materials (“Feedback”). Customer acknowledges and agrees that all Feedback and all Intellectual Property Rights therein are the exclusive property of Shift, and Customer hereby assigns to Shift all right, title and interest thereto.

Usage Data. Usage Data will be owned by Shift, and Shift may collect and use such Usage Data for any lawful purpose, provided that Shift will disclose Usage Data only to third parties, including its subcontractors, for the purposes of facilitating the Shift Service, for internal purposes, including to improve its products and services, to perform its other obligations and exercise its rights under this Agreement, or as otherwise required by law.

Aggregate and Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Shift may obtain and use Customer Content and Usage Data to create aggregated, anonymized or deidentified data or information of similar form that does not permit the identification of Customer or any individual or entity (the “Aggregated and Anonymous Data”). Customer further agrees that Shift shall own such Aggregated and Anonymous Data and may retain, use, and disclose such data for any lawful business purpose, including to improve its products and services.

FEES AND EXPENSES; PAYMENTS.

Fees. In consideration for the access rights granted to Customer and the services performed by Shift under this Agreement, Customer will pay to Shift all fees incurred under Customer’s account (“Fees”) in accordance with the fees, charges and billing terms in effect and presented to Customer at the time the Fee is due and payable.

Generally. Unless otherwise stated in an Order, all Fees will be paid in advance and are due and payable to Shift within one (1) day of accessing the Service. Shift reserves the right (in addition to any other rights or remedies Shift may have) to discontinue the Shift Service and suspend all Authorized Users’ and Customer’s access to the Shift Service if any Fees are more than five (5) days overdue, until such amounts are paid in full. Shift reserves the right to change the Fees or its pricing model at any time during the Term provided that any such change will go into effect no earlier than thirty (30) days after the change is posted to Shift’s Pricing Webpage, and provided further that if the Fees are specified in an Order, no changes to the Fees will become effective until the expiration of the then-current Order. All Fees are quoted in United States Dollars, and except as otherwise agreed upon in an Order, all payment obligations under this Agreement are non-cancelable and all Fees paid are non-refundable.

Payment Processor. Shift currently uses Stripe Inc. and its affiliates (“Stripe”) as its third-party service provider for payment services (e.g., card acceptance and related services) (“Payment Processor”). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. Shift is not responsible for errors by the Payment Processor. By purchasing access to the Shift Service, Customer agrees that Shift may share any information and payment instructions Customer provides with its applicable Payment Processor to the minimum extent required to complete the applicable transaction. Customer also authorizes the Payment Processor to charge Customer’s payment method (“Payment Method”) for all charges and other Fees due and payable to Shift hereunder, and that no additional notice or consent is required. Customer agrees to verify any information requested by Shift for purposes of acknowledging or completing any payment for which Customer is responsible and will immediately notify Customer of any change in Customer’s billing address or the Payment Method used for payments hereunder. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY AMOUNTS OWED IN CONNECTION WITH THE SERVICES.

Taxes. The fees are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for taxes based on Shift’s net income.

Interest. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.

CUSTOMER PROPRIETARY RIGHTS.

Ownership; License. The Customer Content, and all Intellectual Property Rights therein, is the exclusive property of Customer. Customer hereby grants to Shift a non-exclusive, worldwide, royalty-free and fully paid license to access, use, reproduce, modify and display the Customer Content for the purposes of (a) providing the Shift Services, generating Reports and providing, training and improving the Shift Materials; (b) generating Aggregated and Anonymous Data; (c) exercising its rights and obligations under this Agreement; and (d) complying with its obligations under law.

Content Representations. Customer represents and warrants that any Customer Content hosted by Shift as part of the Shift Service shall not (a) infringe, misappropriate or violate any Intellectual Property Rights, publicity/privacy rights, laws or regulations; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage, surreptitiously intercept or expropriate any system, data or personal or personally identifiable information; or (d) otherwise violate the rights of a third party. Shift is not obligated to back up any Customer Content. Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the Shift Service contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorized and improper use of the Shift Service.

Customer Responsibility for Data and Security. Customer and its Authorized Users shall have access to the Customer Content and shall be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required to access the Shift Service. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that: (a) it has the requisite power and authority to enter into, deliver and perform the obligations under this Agreement; (b) this is a valid and legally binding Agreement enforceable against it and its business.

LIMITED WARRANTY; DISCLAIMER.

Warranty. Shift warrants to Customer that, when used by Customer as permitted by Shift and in accordance with the Documentation, the Shift Service will operate materially free from Errors during the term of the Agreement. Customer’s exclusive remedy, and Shift’s sole obligation, for breach of the foregoing warranty during the Term shall be Shift’s reasonable efforts to correct Errors pursuant to Section 2.5 herein.

Disclaimer.

Generally. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SHIFT MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, AND SHIFT AND ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND LICENSORS HEREBY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, RELATING TO THE SHIFT MATERIALS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SHIFT DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SHIFT SERVICE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. SHIFT PROVIDES INFORMATIONAL TOOLS ONLY. SHIFT DOES NOT PROVIDE PROFESSIONAL MECHANICAL, ENGINEERING, LEGAL, OR SAFETY ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR REPAIR DECISIONS AND VERIFICATION OF ALL INFORMATION BEFORE USE

Estimate Interoperability; Vehicle Coverage. Shift does not warrant or guarantee that (a) any specific Estimate will be compatible with the Shift Service, or (b) the Shift Service can generate a Report for every vehicle, make and model.

LIMITATION OF LIABILITY.

Generally. SUBJECT TO SECTION 8.2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY NOR TO ANY THIRD PARTIES FOR LOST PROFITS OR LOST DATA OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWSOEVER ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SHIFT SERVICE, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WHETHER FORESEEABLE OR NOT, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT. IN NO EVENT SHALL SHIFT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. SUBJECT TO SECTION 8.2, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL IN NO EVENT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100), AND (B) THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Exclusions. THE LIMITATIONS OF LIABILITY IN THIS SECTION DO NOT APPLY TO: (A) A BREACH BY CUSTOMER OF SECTION 2; (B) CUSTOMER’S INDEMNIFICATION OR PAYMENT OBLIGATIONS; OR (C) A CLAIM ARISING UNDER THIS AGREEMENT FROM EITHER PARTY’S WILLFUL MISCONDUCT.

CONFIDENTIALITY. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, the Shift Materials, and all enhancements and improvements thereto will be considered Confidential Information of Shift. Information will not constitute the other party’s Confidential Information if it (a) is already known by the Receiving Party without obligation of confidentiality; (b) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information; (c) is publicly known without breach of this Agreement; or (d) is lawfully received from a third party without obligation of confidentiality. The Receiving Party will not use or disclose any Confidential Information except as expressly authorized by this Agreement and will protect the Disclosing Party’s Confidential Information using the same degree of care that it uses with respect to its own confidential information, but in no event less than reasonable care. The Receiving Party will take prompt and appropriate action to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

INDEMNIFICATION

By Shift. Shift will defend at its expense any suit brought against Customer, and will pay any settlement Shift makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the permitted use of the Shift Service infringes, misappropriates or violates any third-party copyrights, trademarks, and trade secrets. If any portion of the Shift Service becomes, or in Shift’s opinion is likely to become, the subject of a claim of infringement, Shift may, at Shift’s option: (a) procure for Customer the right to continue using the Shift Service; (b) replace the Shift Service with non-infringing software or services which do not materially impair the functionality of the Shift Service; (c) modify the Shift Service so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees prepaid paid by Customer to Shift for the remainder of the Term, and upon such termination, Customer will immediately cease all use of the Shift Materials. Notwithstanding the foregoing, Shift shall have no obligation under this section or otherwise with respect to any infringement claim based upon (x) any use of the Shift Service not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Shift Service in combination with other products, equipment, software or data not supplied by Shift; or (z) any modification of the Shift Service by any person other than Shift or its authorized agents (collectively, “Exclusions”). This Section states Shift’s entire liability and Customer’s sole and exclusive remedy for the claims and actions described herein.

By Customer. Customer will defend at its expense any suit brought against Shift, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party arising out of or relating to: (a) an Exclusion; (b) Customer’s breach of Sections 2.1, 2.2 or 2.5; (c) Customer Content; or (d) Customer’s failure to comply with applicable law.

Procedure. Any party that is seeking to be indemnified under the provisions of this Section (an “Indemnified Party”) must (a) promptly notify the other party (the “Indemnifying Party”) in writing of any third-party claim, suit, or action for which it is seeking an indemnity hereunder, (b) give the Indemnifying Party sole control over the defense of such claim, suit or action and any related settlement negotiations, and (iii) cooperate and, at Indemnifying Party’s reasonable request and expense, assist in such defense.

TERM AND TERMINATION

Term. Unless otherwise specified in an Order, this Agreement is effective as of the Effective Date and will remain in effect until the term of the Order expires or the Agreement is terminated in accordance with this Section 11 (“Term”). The Term is inclusive of any Evaluation Period (as defined below).

Termination.

For Cause. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

For Convenience. Unless the Order specifies a subscription term, either party may terminate this Agreement by providing fifteen (15) days’ notice of its intent to terminate.

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) any amounts owed to Shift under this Agreement will become immediately due and payable; and (c) each party will return to the other all property (including any Confidential Information) of the other party. Sections 1, 2.1 (regarding use of downloads after the Term only), 2.5, 3, 4, 5.1 (regarding ownership only), 5.2, 5.3, 6- 10, 11.4, 12 and other provisions which should by their nature survive expiration or termination, will survive expiration or termination of this Agreement for any reason.

MISCELLANEOUS

Marketing. Customer agrees that Shift may use Customer’s name and logo, subject to Customer’s then-current trademark usage guidelines, in Shift’s marketing materials or communications (including, but not limited to, Shift’s website and in Shift’s marketing presentations) for the sole purpose of identifying Customer as a customer of the Shift Service.

Governing Law; Arbitration. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The Parties agree that, except as otherwise provided in this Agreement, any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof, shall be resolved by arbitration before a single arbitrator in accordance with the Judicial Arbitration and Mediation Service (JAMS). The location of the arbitration shall be Troy, Michigan. The Parties agree that any award rendered by the arbitrator shall be final and binding, and that judgment upon the award may be entered in any court having jurisdiction thereof. Nothing in this paragraph shall preclude Shift from (a) seek injunctive relief to prevent Customer from violating the obligations set forth in Sections 6, 7 or 8 of this Agreement, or (b) filing any action to litigate any such claims related to intellectual property or Shift Confidential Information, and Customer irrevocably consents to the personal jurisdiction of the Federal and state courts located in Troy, Michigan and agrees that such courts will have exclusive jurisdiction over any such suit or action initiated by Shift against Customer as permitted under this Section. This agreement to arbitrate does not include claims that, by law, may not be subject to mandatory arbitration.

Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Shift, or any products utilizing such data, in violation of the United States export laws or regulations.

Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

No Assignment. Customer shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Shift, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that Customer may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. Shift may freely assign this Agreement and its obligations hereunder. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.

Force Majeure. Shift will not be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of Shift.

Independent Contractors. Customer’s relationship to Shift is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Shift.

Notices. All notices or other communications required or permitted under this Agreement will be in writing, if to Shift at 1173 Provincial Drive, Troy, MI 48084, and if to Customer, at the address set forth on an Order. Notices will be delivered by personal delivery, certified overnight delivery such as Federal Express, or registered mail (return receipt requested) and will be deemed given upon personal delivery or upon confirmation of receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.

Electronic Communications. For contractual purposes, Customer (a) consents to receive communications from Shift in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Shift provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Customer’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of the parties.