PLEASE READ THESE TERMS CAREFULLY.

Our Terms of Service is a contract that governs our customers’ use of our Leaderboard service. By using our Service, you are agreeing to these terms.

You agree to be bound by this Agreement, as of the date of first use of the Service.

If you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to enter into this Agreement on behalf of that entity and to legally bind that entity. If you do not accept the terms of this Agreement, then you are not permitted to, and you must not, access or otherwise use the Services.

1. Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” or “Terms of Service” means these terms and conditions governing your use of our services and all materials referred or linked to herein, unless otherwise stated.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Confidential Information” means all information disclosed by a party or its Affiliates (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential, or that a reasonable person would consider confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

“End User” means your employees, contractors, or any other individual that you authorize to use the Service for your benefit.

“Order” or “Order Form” means the Order form provided to you by us through which you agree to subscribe to the Service.

“Service” means the Leaderboard platform and associated data that you have subscribed to, and are developed, operated, and maintained by us. The scope of the Service is set out in Appendix 1.

“Specification” means your selected tier of the Service,being (i) a single category, (ii) all categories or (iii) all categories & ancillary support services.

“Subscription Fee” means the amount set out in the Order for your selected tier of the Service, which may be updated annually subject to the terms of Section 4.1.

“Subscription Term” means, collectively, the initial term of your subscription to the Service, as specified on your Order Form (the “Initial Term”); and each subsequent renewal period (if any) (each a “Renewal Term”). Your “Current Term” is your then-current committed period of Services, as either an Initial Term or Renewal Term.

“We,” “our,” “us,” or “SHIFT” means Shift Active Media Limited, a company registered in England and Wales (company number 07389298) and our registered office is at 30 Monmouth Street, Bath, United Kingdom, BA1 2AP.

“You,” “your,” or “Customer” means the person or entity that is registered with us to use the Services.

2. Placing An Order

2.1. Placing your order. A SHIFT representative will provide you with an Order Form which sets out the Specification of the Service to which you may subscribe.

2.2. Checking the Order. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

2.3. Completion of the Order. You will be invited to eSign the order form confirming your acceptance of the terms therein and these Terms of Service.

2.4. Following completion of the Order you will be issued with an invoice in accordance with 4.2. Your account will be activated within 5 Business Days of receipt of payment and your Subscription Term will commence on that date.

3. Use of Service

3.1. Access. During the Subscription Term and subject to the terms and conditions of this Agreement, we will grant to you and/or your End Users a limited, non-exclusive, non-transferable (except pursuant to Section 17) right to access and use the Service. You will not allow any person or entity other than End Users to use the Services. You must ensure that all access, use and receipt by your End Users is subject to and in compliance with this Agreement, and you are responsible for all acts or omissions by End Users in connection with their use of the Services. You will notify us promptly of any unauthorized use of your End Users’ identifications or passwords or your account.

3.2. Compliance with Specification. Subject to our right to amend the specification (see clause 3.3) we will supply the Services to you in accordance with the Specification for the Services set out in your Order.

3.3. Changes to Specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services. We may modify the Service from time to time in an effort to improve your experience.

3.4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

3.5. Prohibited and Unauthorized Use. You will not directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service; (ii) copy, modify, translate, or create derivative works based on the Service (except to the extent expressly permitted by us); (iii) remove any proprietary notices or labels; (iv) circumvent any user limits or other use restrictions that are built into the Service; (v) disseminate, market, license, sublicense, rent, give the loan of, or sub-authorize any element of the Service to any third party; (vi) meddle with, disturb, destroy or access in an unlawful way the server networks, connections, records, or other assets and tools or services that we make available via the Service; or (vii) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law. You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.

3.6. Customer Responsibilities. You agree that on behalf of your account holders and your End Users, you are responsible for keeping your account name and password confidential. You agree to notify us immediately of any unauthorized use of your account(s). We’re not responsible for any losses due to stolen or hacked passwords.

4. Fees

4.1. Subscription Fees. The Subscription Fee will remain fixed during the Current Term of your subscription unless you upgrade your subscription. We reserve the right to change Subscription Fee on Renewal subject to sixty (60) days notice prior to the Renewal date. Such notice may be provided at any time by email.

4.2. Payment of Fees. SHIFT will issue you with an invoice following the completion of the Order as set out in 2.3 and, if the Initial Term is longer than 12 months, on each anniversary of that date. The invoice will be denominated in British Pounds (GBP) and is payable within 30 days of the invoice date, by bank transfer to the account details set out in your invoice.

4.3. Taxes. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service.

5. Term and Termination

5.1. Term and Renewal. Your Initial Term will be the term set out in the Order Form and your subscription will automatically renew for successive 12 month Renewal Terms. For all accounts, there are no refunds or credits for changes to your account within your Current Term.

5.2. SHIFT will provide you with access to the Services within 5 working days of receiving payment and your Initial Term will begin on that date;

5.3. Cancellation. To prevent your subscription from automatically renewing, you must cancel it prior to the applicable renewal date.

You are solely responsible for the proper cancellation of your account prior to renewal which you may do by email to: leaderboard@shiftactivemedia.com.

5.4. Termination for Cause. Either party may terminate this Agreement for cause, as to the Service: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

This Agreement may not otherwise be terminated prior to the end of your Current Term.

5.5. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service, your account will be immediately disabled, and your account and information cannot be recovered once the account is closed. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due. Subscription fees are otherwise non-refundable. This Section 5.5 and Sections 3.5, 4, 6, 7 and 8-18 will survive expiration or termination of this Agreement.

6. Intellectual Property

6.1. This is an agreement for access to and use of the Service, and you are not granted a license to any software by this Agreement. We (and our licensors) exclusively own and retain all intellectual property rights to the Service and Service Information. We encourage all customers to comment on the Service and provide suggestions for improving it (“Feedback”). You agree that all such comments and suggestions will be non-confidential and you, on behalf of yourself and your End Users grant us a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with our business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services.

7. Confidentiality

7.1. The Receiving Party undertakes that it will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the Disclosing Party’s business, affairs, customers, clients or suppliers, except as permitted by clause 7.2.

7.2. The Receiving Party may disclose the confidential information: (a) to such of its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising its rights or carrying out its obligations under the Contract. It will ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 7; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3. The Receiving Party may only use the confidential information for the purpose of fulfilling its obligations under the Contract.

8. Indemnification

You will indemnify, defend and hold us harmless, at your expense, from and against any damages and liabilities (including court costs and reasonable legal fees) arising from any third-party claim, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service provider) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) unauthorized or illegal use of the Service by you, your End Users or your Affiliates, (b) your, or your End Users’ or Affiliates’ noncompliance with or breach of this Agreement, (c.) your or your End Users’ or Affiliates’ combination of the Services with any third-party materials not provided by us, or (d) the unauthorized use of the Service by any other person using your End User information.

9. Limitation of Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

9.1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for: a) death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; and c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2. Subject to clause 10.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for: a) loss of profits; b) loss of sales or business; c) loss of agreements or contracts; d) any indirect or consequential loss.

9.3. Subject to clause 10.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid under the Contract.

9.4. We have given commitments as to compliance of the Services with the relevant specification in clause 3.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9.5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.6. This clause 10 will survive termination of the Contract.

10. Governing Law and Jurisdiction

The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

11. Amendment; No Waiver

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

12. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13. Severance

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

14. Notices

To SHIFT: To the following address leaderboard@shiftactivemedia.com. Notice will be deemed delivered as of the date of actual receipt.

To You: Your address as provided in your Order Form. We may give electronic notices specific to you by email to your e-mail address(es) recorded on the Order Form or as otherwise provided to us in writing.

15. Entire Agreement

This Agreement is the entire agreement between us for the Service and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Service or dependent on any oral or written comments made by us regarding future functionality or features of the Service.

16. Assignment

You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

17. Third Party Rights

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18. Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your End Users’ compliance with the terms of this Agreement.

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Appendix 1 - Scope of the Service

Available Subscription Tiers

1. Single Category (all Territories);
2. All Categories (all Territories); or
3. All Categories & Support Services (all Territories).

Component Data

ALL CATEGORY SUBSCRIPTION	Single Category Subscription	Survey Data Components	Search Data Components
Drop Bar - Road/Gravel bikes	Drop Bar - Road/Gravel bikes	Road bikes
		Gravel bikes
Mountain Bikes	Mountain Bikes	Mountain Bikes
Apparel - Road	Apparel - Road	Apparel - Road
Apparel - MTB	Apparel - MTB	Apparel - MTB
Groupsets	Groupsets	Groupsets
Indoor Training - Hardware	Indoor Training - Hardware	Indoor Training - Hardware
Saddles	Saddles	Saddles
Wheelsets	Wheelsets	Wheelsets - Road
		Wheelsets - MTB
Protection	Protection	Protection - Road
		Protection - MTB
Shoes	Shoes	Shoes - Road
		Shoes - MTB
Tyres	Tyres	Tyres - Road
		Tyres - MTB
The following search categories will be added at a later date:
n/a	n/a	Electric Bikes
n/a	n/a	eMountain Bikes
n/a	n/a	Ebike Motors
n/a	n/a	Eyewear
n/a	n/a	Suspension Systems
n/a	n/a	Cargo bikes

Survey Data is updated bi-annually. Search data is updated monthly.

Brands Included

Your account manager can provide a list of brands that are tracked in each category in both survey and search data. For the avoidance of doubt, SHIFT makes no representation that any brands not currently tracked, including Customer brands, will be added to Leaderboard in the future.

Territories

Territories covered by the data are:

Survey Data	Search Data
North America	Global (English Language)
Europe	United States
United Kingdom	United Kingdom
	Germany (local language)
	France (local language)
	Italy (local language)
	Spain (local language)

Modifications.

We may modify the Scope of the Service from time to time to expand the scope of the data provided, (for example by adding further categories or territories) or by removing individual data points where in our opinion the underlying data is no longer sufficiently robust to be disaggregated. We may also update the data points used or transformations applied to the data to improve the accuracy and reliability of the service.