Terms of Use

Last Updated: September 12, 2023

1. GENERAL INFORMATION

These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on shiftstate.io (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of State). Please read these terms and conditions, carefully before ordering any State Products. These Products are made available by My State, LLC, a Delaware limited liability company (“State,” “us”, “we”, or “our”). The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products. The term “Order” refers to the purchase of, or request for access and/or use. When you Order any Products, or otherwise gain access to the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept the Terms and Conditions” at the appropriate place prior to your purchase or access to the Product(s) and/or prior to your access to sections of our Product(s). At such time, if you do not click “I accept the Terms and Conditions”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.

PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH STATE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

State reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to shiftstate.io. Your continued use of the Products constitutes your agreement to abide by the prevailing Terms as defined and posted by State. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up alerts or notifications within the Product(s) or by email.

2. USER AND ACCOUNT SUBSCRIPTIONS

1. In order to use the Products, you are required to sign up and create an account as a registered user on either the Apple App Store or the Google Play Store (as applicable). As such you will be required to provide State with your first name, last name, birthdate, email address, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. State is holds no responsibility or liability for the privacy of your personal email. State encourages you to read the privacy policy of your email provider, as their privacy policy may differ from ours.
2. During your Product use, you may be asked to provide certain personalized information to us (such information is referred to hereinafter as “User Information”). This User Information may include information from your Facebook and similar social networking profiles. Our information collection and use policies with respect to the privacy of such User Information are set forth in State’s Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up-to-date.
3. As a registered user, you acknowledge and accept that State is utilizing your User Information to generate a profile which may identify appropriate access levels to Product(s) that may correlate specifically to your User Information, health conditions, and other qualified information provided by you to State. As such, you accept the responsibility and agree to not allow another individual to utilize the Product(s) under your user profile, as their information may defer from that which you provide and warrant herein as accurate and up-to-date.
4. By registering to use a State Product you understand and acknowledge that depending on the membership types and/or user levels elected at time of registration, user access to certain sections, features, and functions on Products may differ. In these cases, users may have the option to upgrade or change membership types and/or levels should user wish to access additional sections, features, and functions.
5. You as the user acknowledge and accept the responsibility of checking and verifying that the details of these Terms and any additional terms specific to your Order(s) are complete and accurate before you use or commit yourself to the purchase the Products.
6. By agreeing to become a user of State Products you acknowledge and agree to opt-in to receiving occasional special offers, marketing, surveys, and Product based communication emails. You can easily unsubscribe from State marketing emails by following the opt-out instruction in these emails. State memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
7. By placing an Order, you warrant that:
   • You are at least 18 years of age and legally capable of entering into binding contracts;
   • You understand and acknowledge the terms herein and those specific to your Order(s);
   • All registration information you submit is truthful and accurate;
   • You will maintain the accuracy of such information; and
   • Your use of the Product(s) does not violate any applicable law or regulation.
8. Paid Subscription. Following your free 14-day trial period, your account will be immediately converted to a monthly paid subscription, and the payment method on your account will be billed and you authorize us to do so. The subscription fee for this App is a recurring charge; that means that your subscription will automatically renew for the same amount of time as the initial subscription period, and will be automatically charged to the payment method on your account (and you authorize us to do so) unless and until you terminate the auto-renewal 24 hours prior to the next renewal date. You can stop the automatic renewal of your subscription at any time by logging into your account on the Apple App Store or the Google Play Store (as applicable). All fees are prepaid and non-refundable. State does not give full or partial refunds for unused subscription periods. If we are unable to process the payment method on your account at a renewal period, your account may be immediately terminated. In order to purchase your subscription, (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER METHOD OF PAYMENT ACCEPTED BY STATE UTILIZED IN CONNECTION WITH ANY TRANSACTION. You agree to pay all fees, payments and applicable taxes relating to the subscription incurred by you or anyone else using your account. By submitting such information, you grant State the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf.
9. User acknowledges and understands that State may suspend or terminate use of Products as a result of (i) any fraudulent actions by user, (ii) our inability to verify or authenticate any information you provide to us, or (iii) any breach of the terms and conditions herein and any other additional obligations set forth by Product specific terms and conditions. Such suspension or termination may go into effect immediately and without prior notification to you and you will lose access to your account for the duration of the suspension and/or the balance of any prepaid period without any refund.

3. USE OF THE PRODUCTS

3.1 CONSULTING WITH YOUR PHYSICIAN

You acknowledge, understand, and agree to that use of State Products require that you consult with your physician(s) prior to use of State Products.

3.2 AGE REQUIREMENTS FOR USE

You must be 18 years of age, or the age of majority in your locality to sign up as a registered user of State Products. You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to sign up as a registered user of State Products and this App or any function, service, or portion of the App which requires such registration. This App is not intended or designed to attract children under the age of 13. By using this App and any services provided therein, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein.

3.3 ACCURACY OF INFORMATION

You agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up-to-date.

3.4 ETHICAL USE OF PRODUCTS

You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.

3.5 SYSTEMS PROTECTION AND SECURITY REQUIREMENTS

You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.

3.6 REQUIRED CONSENT FOR SPECIAL USE

You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of State.

3.7 BREACH OF TERMS AND CONDITIONS

We may report any breach of this Section 3 to relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

4. PRODUCT MATERIALS AND OWNERSHIP

4.1 PROHIBITED USE

In connection with your use of the Products, you agree:

1. Not to use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
2. Not to tamper with the Products or circumvent any technology used by State or its licensors to protect any content accessible through the Products;
3. Not to circumvent any territorial restrictions applied to the Products;
4. To comply with all applicable laws when accessing or using the Products;
5. To only access or use the Products for lawful purposes;
6. Not to impersonate someone other than yourself, provide any other person or entity with access to the Products using your account, or assign or otherwise transfer your account to any other person or entity;
7. Not to cause nuisance, annoyance, inconvenience, or property damage, to any third party;
8. Not to (i) use the Products in any manner that could disable, overburden, damage, or impair State’s systems, (ii) introduce into the Products any viruses, Trojan horses, worms, or other malicious code, or (iii) attempt to gain unauthorized access to the Products or the servers on which the Products are administered or connected to;
9. Not to (i) remove any copyright, trademark, or other proprietary notices from any portion of the Products, (ii)copy, emulate, reproduce, modify, create derivative works of, distribute, license, lease, sell, resell, loan, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Products except as expressly permitted by State, (iii) decompile, reverse engineer or disassemble the Products, except as may be permitted by applicable law, (iv) link to, mirror or frame any portion of the Products, (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Products, (vi) attempt to gain unauthorized access to or impair any aspect of the Products or its related systems or networks, or (vii) make available any content that (x) is violent, threatening, unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically abusive or otherwise objectionable, (y) is sexual in nature or displays nudity or pornographic material (z) promotes violence, threats against any person or property, illegal or harmful activities, discrimination, abuse, bigotry, racism, hatred, harassment or harm against any individual or group;
10. Run Maillist, Listserv, any form of auto-responder or “spam” on the Products, or that otherwise interfere with the proper working of the Products (including by placing an unreasonable load on the Products infrastructure);
11. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Products or Content (through use of manual or automated means);
12. Not to engage in any other conduct that (i) restricts or inhibits anyone’s use or enjoyment of the Products or (ii) may harm State, its affiliates, licensors, or customers, as determined by State; or
13. Use the Products in a way that violates these Terms or any other agreement.

You acknowledge that your use of the Products is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate. Content that users submit or transmit to, through, or in connection with the Products (including any content that may have been created by users employed or contracted by State) does not necessarily reflect the opinion of State.

If you fail to comply with any of the foregoing restrictions, you may be denied access to or use of the Products.

4.2 PROPRIETARY RIGHTS

You may not make the Products available to the public. The Products made available (in whole or in part) are owned by State or its licensors and your use of them must be in accordance with these Terms.

4.3 INTELLECTUAL PROPERTY RIGHTS

You hereby acknowledge that the Products, and all content, logos, designs, trade dress, trademarks, slogans, features, and functionality therein, including but not limited to all information, inventions, algorithms, source code, computer software, methods, text, displays, images, video and audio, and the design, implementation, selection, and arrangement thereof (collectively “State IP”), are owned by State, its affiliates, or licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Accordingly, you agree not to: (i) download, display, copy, create derivative works from, reproduce, reformat, distribute, modify, create derivative works of, publicly display, publicly perform, promote, publish, download, store, license, sublicense, transmit, sell or otherwise exploit any State IP except as allowed by law or as necessary to use the Products for their intended purposes in compliance with these Terms, (ii) attempt to decompile, reverse engineer, or read-out any State IP, (iii) or delete or alter any copyright, trademark or other proprietary rights notices from any State IP.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the State IP in breach of these Terms, your right to use the Products will cease immediately and you must return or destroy any copies you have made. Additionally you may violate intellectual property laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. State will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

Copyright

You agree to adhere to applicable copyright laws and State copyright terms, including but not limited to:

1. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.
2. You acknowledge and agree that certain materials on or in the Products may be the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce penalties against you for non-compliance of applicable laws and terms herein.
3. Audio or video content from State not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.
4. The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from State. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.
5. A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by State through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), State grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.
6. State respects the intellectual property rights of others. If you are a copyright owner, or authorized to act on behalf of one and believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim to support@shiftstate.io with the subject line “Copyright Infringement” and include in your claim a detailed description of the alleged infringement details under the Digital Millennium Copyright Act (“DMCA”). You may be held accountable for damages, including, but not limited to costs and attorney fees associated to misrepresentations of bad-faith infringement claims.

Trademark

You agree to adhere to applicable trademark laws and State trademark terms, including but not limited to:

1. State, the State logo and all other State product or service marks are trademarks of State.
2. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners.
3. Nothing grants you any license or right to use, alter or remove or copy such material.
4. Your misuse of the trademarks displayed on the Products is strictly prohibited.

5. MEDICAL DISCLAIMER

State is a provider of online and mobile breathing exercise content. We are not a health care or medical device provider, nor should our Products be considered medical advice or a substitute thereof. All content found on State Products or website, including, but not limited to: text, images, audio, or other formats were created for informational purposes only. Product content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Only your physician(s) or other health care provider can provide medical advice. Never disregard professional medical advice or delay in seeking it because of something you have read on State Products or website. If you think you may have a medical emergency call 911 immediately. As with any type of exercise, if at any point during the exercises you feel faint, dizzy or have discomfort, you should stop immediately. Never look at your phone, use the App or perform these exercises while driving, operating machinery or equipment or while in water of any kind.

Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and will not replace it. State is not liable or responsible for any consequences resulting from you having read or been told about such advice or other materials and you understand and acknowledge that you will assume full responsibility for your decisions and actions. To the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products. Any health information and links on State Products, whether provided by State or by contract from third party providers, is provided simply for your convenience. Application or reliance on any techniques, advice, ideas, suggestions or information provided to you by State is done solely at your own risk and not at the direction of State. State makes no claims, representations or guarantees about Product benefits.

You understand that the exercises and programs discussed and used on this App can be strenuous and should be scaled or done in moderation. There is an inherent risk in any exercise that, while providing some health benefits, it can also cause unknown health issues. By using the App, you acknowledge and agree that you are voluntarily choosing to perform the exercises in the App and expressly agree to accept and assume all risk of loss, injury, death or damages that may occur as a result of performing the exercises used in the App.

6. ARBITRATION AGREEMENT

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against State on an individual basis in arbitration, as set forth in this agreement to arbitrate (“Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against State, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against State by someone else.

6.1 AGREEMENT TO BINDING ARBITRATION BETWEEN YOU AND STATE

You and State agree that any dispute, claim or controversy between You and State (each a “Claim” and collectively, “Claims”) shall be settled or resolved by binding arbitration solely between you and State, and not in a court of law. Claims include, but are not limited to, any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Products at any time, whether before or after the date you agreed to the Terms.

Notwithstanding the foregoing, where you allege claims of sexual assault or sexual harassment occurring in connection with your use of the Products, you may elect to bring those claims in a court of competent jurisdiction instead of arbitration. State does not waive the enforceability of this Arbitration Agreement as to any other provision, controversy, claim or dispute.

You acknowledge and agree that you and State are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and State otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and State each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

6.2 RULES AND GOVERNING LAW

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

6.3 LOCATION

Unless you and State agree otherwise, any arbitration hearings between the State and you will take place in New York County, New York.

6.4 ARBITRATOR’S DECISION

The Arbitrator will render an award within the time frame specified in the AAA Rules. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. State will not seek, and hereby waives all rights State may have under applicable law to recover attorneys' fees and expenses if State prevails in arbitration.

6.5 FEES

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

6.6 SEVERABILITY AND SURVIVAL

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

7. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

7.1 DISCLAIMERS

THE PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." STATE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, STATE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PRODUCTS OR ANY PRODUCTS OR GOODS REQUESTED THROUGH THE USE OF THE PRODUCTS, OR THAT THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUTHOUT LIMITING THE FOREGOING, NEITHER STATE NOR ANYONE ASSOCIATED WITH STATE REPRESENTS OR WARRANTS THAT THE SERVERS THAT MAKES THE PRODUCTS AVAILABLE ARE FREE OF VIRUSES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR DOWNLOAD AND USE OF THE PRODUCTS, THE SITE, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

7.2 LIMITATION OF LIABILITY

IN NO EVENT WILL STATE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, MEMBERS, OFFICERS, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOST DATA, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PRODUCTS, WHETHER CAUSED BY TORT, NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF STATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY STATED ABOVE, THE MAXIMUM AMOUNT YOU ARE ENTITLED TO RECOVER IS THE AMOUNT PAID TO STATE FOR ITS PRODUCTS OR $100, WHICHEVER IS GREATER.

STATE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PRODUCTS OR YOUR INABILITY TO ACCESS OR USE THE PRODUCTS; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY PARTICIPANT, EVEN IF STATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STATE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND STATE’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: ACTS OF GOD; ACTS OF PUBLIC AUTHORITIES ACTING WITH ACTUAL OR APPARENT AUTHORITY; CRIMINAL ACTS OF THIRD PARTIES; EPIDEMICS; THE SITE OF SECURITY REGULATIONS IMPOSED BY ANY GOVERNMENT; WORK STOPPAGES OR OTHER LABOR DISPUTES; WAR, MILITARY ACTIONS OR POLICE ACTIONS; ACTS OF TERRORISM; CIVIL COMMOTIONS; OR DISRUPTIONS IN AIR OR GROUND TRANSPORTATION NETWORKS, SUCH AS WEATHER PHENOMENA AND NATURAL DISASTERS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7.3 INDEMNIFICATION

You agree to indemnify and hold State and its affiliates and their members, officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Products or services or goods obtained through your use of the Products; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party.

8. OTHER PROVISIONS

8.1 CHOICE OF LAW

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of law principles, whether of the State of New York or any other jurisdiction.

8.2 ENTIRE AGREEMENT

These Terms and our Privacy Policy constitute the sole and entire agreement between you and State with respect to the Products and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

8.3 NO ASSIGNMENT

You may not assign these Terms without State's prior written approval. State may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of State's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

8.4 NO JOINT VENTURE

No joint venture, partnership, employment, or agency relationship exists between you and State as a result of these Terms or use of the Products.

8.5 WAIVER AND SEVERABILITY

No waiver by State of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the State to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

You agree that these Terms will not be construed against us by virtue of having drafted them. If any provision of these Terms is held by a court or other tribunal to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. State’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by State in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

8.6 CONTACT

We appreciate your feedback. All feedback, comments, requests for technical support and other communications relating to the Products should be sent to:

support@shiftstate.io