General Terms & Conditions

Shyft Power Solutions, Inc. (“SHYFT Power”) provides the Shyft energy controller for management and analysis of electrical use. Shyft is composed of (1) hardware (“Hardware”) and integrated software (“Software”), (together, “Product”), and (2) a Shyft user account and software or cloud applications and services made available to you through mobile devices, web devices and/or our website (http://shyftpower.com/) (the “Site”) (collectively, the “Service”). Together the Product and Service are called “Shyft”.

These Terms & Conditions govern your purchase and use of Shyft and the Site. These Terms & Conditions give you specific legal rights, and you may also have other legal rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms & Conditions will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms & Conditions may not apply to you, in the event that the laws of such jurisdictions apply to you. THIS IS A LEGAL AGREEMENT. BY PURCHASING, OPERATING OR USING SHYFT OR USING THE SITE AND/OR SHYFT OR SHYFT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS & CONDITIONS, YOU SHOULD DISCONNECT SHYFT AND CEASE USING IT AND/OR YOU SHOULD STOP USING THE SITE/SOFTWARE.

We reserve the right to change these Terms & Conditions at any time, so please review the Terms & Conditions each time prior to making a purchase from Shyft or visiting the Site. Every time you order Shyft or visit the Site, the Terms & Conditions in force at that time will apply between you and Shyft Power. If you have any questions regarding these Terms & Conditions, you can contact Shyft Power as provided herein.

The Site is for retail sales to private consumers only. Please contact info@Shyftpower.com if you wish to purchase wholesale supplies.

Although our Site is accessible worldwide, Shyft is designed and tested only for use in Nigeria. If you choose to install and use Shyft outside Nigeria, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. To the extent permissible by law, Shyft Power accepts no responsibility or liability for any damage or loss caused by your installation and use of Shyft outside of Nigeria.

1. Hardware

(a) Hardware Limited Warranty. Shyft Power warrants that the hardware will be free from defects in materials and workmanship for a period of one (1) year from the date of delivery following the original retail purchase (the “Hardware Warranty Period”). If the hardware fails to conform to this Hardware Limited Warranty during the Hardware Warranty Period, Shyft Power will, at its sole discretion, either (a) repair or replace any defective hardware or component; or (b) accept the return of the hardware and refund the money actually paid by the original purchaser for the hardware. Repair or replacement may be made with a new or refurbished product or components, at Shyft Power’s sole discretion. If the hardware or a component incorporated within it is no longer available, Shyft Power may, at Shyft Power’s sole discretion, replace the hardware with a similar product of similar or greater function. This is your sole and exclusive remedy for breach of this Hardware Limited Warranty. Any hardware that has either been repaired or replaced under this Hardware Limited Warranty will be covered by the terms of this Hardware Limited Warranty for the longer of (a) ninety (90) days from the date of delivery of the repaired hardware or replacement hardware, or (b) the remaining Hardware Warranty Period. This Hardware Limited Warranty is transferable from the original purchaser to subsequent owners, but the Hardware Warranty Period will not be extended in duration or expanded in coverage for any such transfer.

(b) Hardware Warranty Conditions. Before making a claim under this Hardware Limited Warranty, the owner of the hardware must (a) notify Shyft Power of the intention to claim by contacting Shyft Power at info@Shyftpower.com during the Hardware Warranty Period and provide a description of the failure, and (b) comply with Shyft Power’s return shipping instructions. Shyft Power will have no warranty obligations with respect to returned hardware if it determines, in its reasonable discretion after examination of the returned hardware, that the hardware is an Ineligible Hardware (as defined below). Shyft Power will bear all costs of return shipping to owner and will reimburse any shipping costs incurred by the owner, except with respect to any Ineligible Hardware, for which the owner will bear all shipping costs.

(c) Hardware Warranty Exclusions. This Hardware Limited Warranty does not cover the following (collectively “Ineligible Hardware”): hardware marked as “Not for Sale”, or hardware that have been subject to: (a) modifications, alterations, tampering, or improper maintenance or repairs; (b) handling, storage, installation, testing, or use not in accordance with the Installation Guide or other instructions provided by Shyft Power; (c) abuse or misuse of the hardware; (d) breakdowns, fluctuations, or interruptions in electric power; or (e) acts of God, including, but not limited to, lightning, flood, tornado, earthquake, or hurricane. Shyft Power strongly recommends that you use only Shyft Power licensed electricians for installation. Unauthorized use of the hardware or software can impair the hardware’s performance and may invalidate this Hardware Limited Warranty.

2. Software

“Software”, as defined above, refers to the software running on the Hardware. It does not refer to the mobile client application or the web application.

(a) License. Subject to these Terms & Conditions, Shyft Power grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Software, in executable object code form only, solely on the Hardware that you own or control and solely for use in conjunction with the Product for your personal purposes.

(b) Restrictions. You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party, (b) copy or use the Software for any purpose other than as permitted in Section 2(a), (c) use any portion of the Software on any device or computer other than the Hardware, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software, or (e) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or unencrypt any part of the Software or communication protocols used by the Software and Service (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Shyft Power and provide Shyft Power an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Software to any third party without prior written approval of Shyft Power for each such release.

(c) Automatic Software Updates. Shyft Power may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software and related services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to stop using the Product. If you do not cease using the Product, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Product and the Software and you agree to promptly install any Updates provided. Your continued use of the Product is your agreement to the terms of this Section 2.

(d) Ownership. The Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Shyft Power and its licensors. Shyft Power and its licensors reserve all rights in and to the Software not expressly granted to you herein. The Software (and all copies thereof) is licensed to you, not sold to you, under this Section 2. There are no implied licenses herein. All suggestions or feedback provided by you to Shyft Power with respect to the Software shall be Shyft Power’s property. Shyft Power may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Shyft Power does not waive any rights to use similar or related ideas previously known to Shyft Power, developed by its employees, or obtained from other sources.

(e) Term and Termination. The license granted hereunder is effective on the date you first purchase Shyft and shall continue for as long as you own Shyft, unless this license is terminated as provided herein. Shyft Power may terminate the license at any time if you fail to comply with any term(s) hereof. You may terminate the license effective immediately upon written notice to Shyft Power. Upon such termination, the license granted hereunder will terminate and you must stop all use of the Software.

(f) Limitations of Software. Shyft Power does not guarantee or promise any specific level of energy savings or other monetary benefit from the use of the Product or Software or any feature of them including recommendations of additional technologies or products. Actual energy savings and monetary benefits vary with factors beyond Shyft Power’s control or knowledge.

(g) Confidentiality. The Software is confidential information of Shyft Power. You shall use your best efforts to preserve and protect the confidentiality of the Software at all times.

3. Service

(a) Account. To use the Service, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service does not violate any Nigerian or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account.

(b) Access and Use of the Service. Subject to these Terms & Conditions, Shyft Power grants you a non-exclusive, right (without the right to sublicense) to access and use the Service by using the applications available on the Google Playstore and Apple App Store in connection with controlling and monitoring the Product. The Service includes materials that may be provided by Shyft Power or by third party licensors which are displayed or performed on the Service, including, but not limited to, text, graphics, articles, photographs, video, images, and illustrations.

(i) Shyft Power Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in Shyft are owned by Shyft Power or our licensors. Your possession, access, and use of the Product, Software, and Service do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Shyft Power and its licensors reserve all rights not granted in these Terms & Conditions.

(ii) Feedback. You may choose to, or Shyft Power may invite you to submit comments, suggestions, or ideas about the Product or Service, including how to improve Shyft (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Shyft Power under any fiduciary or other obligation. Shyft Power may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Shyft Power does not waive any rights to use similar or related ideas previously known to Shyft Power, developed by its employees, or obtained from other sources. You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to access, display, or otherwise use your Feedback (including all related intellectual property rights) solely in connection Shyft.

(iii) Customer Data. All data generated from Shyft relating to your electrical use is yours (“Customer Data”). Shyft Power’ sole use of such Customer Data shall be in connection with the performance of Shyft and the provision of the Service to you. Shyft Power may use the Customer Data for its internal business purposes and in connection with research and development and improvement of Shyft. Please review the Privacy Policy (https://shyftpower.com/privacy) for more information relating to Shyft Power’ practices regarding the Customer Data that Shyft Power may collect from users of Shyft and how we will use that data.

(iv) Data protection and privacy laws where you live may impose certain responsibilities on you and your use of the Product and Service. You agree that you (and not Shyft Power) are responsible for ensuring that you comply with any applicable laws when you use the Product and Service.

(d) Certain Restrictions. The rights granted to you in these Terms & Conditions are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, distribute, host, or otherwise commercially exploit the Service; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service; (iii) you agree not to access the Service in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Service or the Software; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Service or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Service by means other than through the interface that is provided by Shyft Power; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Service. Any future release, update, or other addition to functionality of the Service shall be subject to these Terms & Conditions.

(e) Security. Shyft Power uses industry best practices to ensure the integrity and security of your personal information.

(f) Modification. Shyft Power reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Shyft Power will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.(g) Agreed Usage and Limitations Of Service

(i) Intended Use of Service. The Service is intended to be accessed and used for non-time-critical information relating to the Product. You acknowledge that certain limitations which are beyond the control of Shyft Power, such as internet connectivity, Wi-Fi intermittency and availability, service provider uptime, mobile notifications and carriers, among others, may cause sporadic interruptions which may affect the Service and agree that, in such circumstances, Shyft Power will not responsible for any damages allegedly caused by the failure or delay of the Service to reflect current status or notifications.

(ii) Reliability of Information. You acknowledge that the Service, including remote access and information, may not be 100% reliable and 100% available. We cannot and do not guarantee that you will receive information in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICE FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. INFORMATION FROM SHYFT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY – IT IS NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM.

(iii) Temporary Suspension. The Service may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Shyft Power does not offer any specific uptime guarantee for the Service.

(iv) System Requirements. The Service will not be accessible without: (i) cellular connectivity in or around your building and in or around SHYFT hardware, that is positioned and configured to communicate reliably with the Product; (ii) an Account; (iii) computers or mobile devices such as supported phones, tablets, desktops or laptops; and (iv) other system elements that may be specified by Shyft Power. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Service may not work as described when the requirements and compatibility have not been met.

(v) Energy Savings and other Benefits. Shyft Power does not guarantee or promise any specific level of energy savings or other monetary benefit from the use of the Product or Service or any feature thereof. Actual energy savings and monetary benefits vary with factors beyond Shyft Power’ control or knowledge. From time to time, Shyft Power may use the Service to provide you with information that is unique to you and your energy usage and suggests an opportunity to save money on energy bills if you adopt suggestions or features of the Product or Service. We do this to highlight an opportunity based on our analysis and information about you and your household or business. You acknowledge that these recommendations are not a guarantee of actual savings, and you agree not to seek monetary or other remedies from Shyft Power if your savings differ.

(h) Limitations of the Service Due to Third Parties. The Service relies on or interoperates with third party products. These third party products and services are beyond Shyft Power’ control, but their operation may impact or be impacted by the use and reliability of the Service.

(i) Third Party Service Providers Used By Shyft Power. You acknowledge that Shyft Power uses third party service providers to enable some aspects of the Service – such as, for example, data storage, synchronization, authentication and communication through services including but not limited to Amazon Web Services, and mobile device notifications through mobile operating system vendors and mobile carriers.

(ii) Equipment, ISP, and Carrier. You acknowledge that the availability of the Service is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, Bluetooth connection, and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”), and (iii) your mobile device carrier (“Carrier”). You acknowledge that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Service. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier.

(iii) App Stores. You acknowledge and agree that the availability of the mobile application is dependent on the third party websites from which you download the mobile application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms & Conditions are between you and Shyft Power, and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from it. You agree to comply with, and your license to use the mobile applications is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms & Conditions, the more restrictive or conflicting terms and conditions in these Terms & Conditions apply.

4. 14-Day Return Policy

You may return Shyft for any reason within 14 days of the date of delivery following the original retail purchase (the "Cancellation Period") for a full refund of your purchase price. To do this, you must inform us of your decision within the Cancellation Period by contacting Shyft Power customer support (https://shyftpower.com/contactus) and clearly stating your desire to return Shyft. Although it will not affect your right to a refund, please provide details on where and when you purchased Shyft and your reason for returning Shyft. Shyft Power customer service will provide you with a Return Materials Authorization ("RMA") that must be included with your return shipment to Shyft Power so Shyft Power can identify your shipment.

To receive a refund, you must return Shyft with an RMA within the 14 days following the day on which you notify Shyft Power customer support that you desire to return Shyft. Unless Shyft is faulty or not as described, you will be responsible for all costs associated with returning Shyft to us. We will refund the price you paid for Shyft. We may reduce the amount of your refund to reflect any reduction in the value of Shyft, as determined in our sole discretion, caused by your handling Shyft in a way which goes beyond what is necessary to establish their nature, characteristics and functioning (e.g., beyond what would normally be permitted in a shop).

We will process the refund due to you as soon as possible and, in any case, within 30 days from the date of receipt by Shyft Power of the returned Shyft. Shyft is not eligible for a refund after the 14-day period.

5. Commercial Terms

(a) Payment. By providing a credit card or other payment method accepted by Shyft Power, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your Shyft Power account, you can do so at any time by logging into your account and editing your payment information.(b) Availability and Pricing. Shyft is subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering Shyft without prior notice. Prices for Shyft are subject to change at any time, but changes will not affect any order for Shyft you have already placed.

(d) Title Transfer. Purchases are intended for end users only. Title to the Hardware passes to the purchaser at the time of delivery by Shyft Power to the freight carrier, but Shyft Power and/or the freight carrier will be responsible for any Product loss or damage that occurs when the Product is in transit to you.

(e) Shipping and Delivery. Prices for Shyft do not include shipping costs. Our delivery charges and methods are as described on our Site from time to time.

(f) Order Information. By placing an order for Shyft, you agree and understand that Shyft Power may store, share, process and use data collected from your order form or phone/fax/email order for the purposes of processing the order. Shyft Power shall protect your information in accordance with its Privacy Policy (https://shyftpower.com/privacy). Shyft Power works with other companies that help Shyft Power provide Shyft to you, such as freight carriers and credit card processing companies, and Shyft Power may have to share certain information with these companies for this purpose.

6. Installation and Compliance with Laws.

(a) Installation. There may be laws in the jurisdiction in which you install the Product applicable to where and how to install the Product. You should check that you are in compliance with all relevant laws and codes in your jurisdiction. Shyft Power is not responsible for any injury or damage caused by installation. UNLESS YOU ARE A LICENSED ELECTRICIAN YOU SHOULD NOT ATTEMPT TO INSTALL THE PRODUCT. ONLY A LICENSED ELECTRICIAN SHOULD INSTALL THE PRODUCT. ELECTROCUTION, INCLUDING PERSONAL INJURY OR DEATH, AND DAMAGE OR DESTRUCTION OF PROPERTY COULD OCCUR IF THE PRODUCT IS INCORRECTLY INSTALLED. Shyft is connected to dangerous voltages. Improper use or installation can be dangerous or even fatal. Please make sure that the installation is done by a qualified professional, and that you follow these guidelines for installation and use: (i) Have the installation done by a qualified electrician, according to local electrical codes. (ii) Do not try to open the Shyft, touch any internal parts, or try to repair it without first contacting Shyft Power support. (iii) If you believe any part of the Hardware may have been damaged, do not try to use them. Please contact Shyft Power support. iv) Use the Shyft Hardware only in the Nigeria, and only with a 60Hz 120V/240V split phase system. v) Install the Shyft Hardware where it will not be exposed to direct sunlight or extremely low or high temperatures. No exposure to water. Relative Humidity < 90%; Elevation < 3000 meters; Temperature 0 - 50C.

(b) Compliance with Laws. Shyft is not intended for use outside of Nigeria. You are responsible for complying with all applicable laws and regulations of the country for which the Product is destined. We are not liable or responsible if you break any such law.

7. Warranty Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SHYFT, EXPRESSLY INCLUDING THE HARDWARE, SOFTWARE, SERVICE AND SITE, IS PROVIDED “AS IS” AND “AS AVAILABLE” AND Shyft Power AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. Shyft Power AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT SHYFT: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR ELECTRICAL SYSTEM, HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE OR PRODUCE SPECIFIC RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Shyft Power OR THOUGH SHYFT SHALL CREATE ANY WARRANTY. WHEN YOU INSTALL, SETUP OR USE SHYFT YOU MAY BE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS.Shyft Power provides you information (“Product Information”) regarding the products in your home or business. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Product Information through Shyft is not a substitute for direct access of the information in the home or business.

8. Indemnity. You agree to defend, indemnify and hold Shyft Power and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of Shyft, (ii) your violation of these Terms & Conditions, (iii) Feedback you provide; or (iv) your violation of any law or the rights of any third party. Shyft Power reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shyft Power and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Shyft Power’ prior written consent. Shyft Power will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. Limitation of Liability. Nothing in these Terms & Conditions and in particular within this "Limitation of Liability" section shall attempt to exclude or limit liability that cannot be excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) SHYFT POWER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO SHYFT, EVEN IF Shyft Power KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) Shyft Power’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO SHYFT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO SHYFT POWER FOR SHYFT IN THE PRIOR SIX (6)MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. Shyft Power DISCLAIMS ALL LIABILITY OF ANY KIND OF Shyft Power’ LICENSORS AND SUPPLIERS.

10. Electronic Communications. You are communicating with Shyft Power electronically when you use our Site or send email to Shyft Power. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order from our Site, we collect and store your email address. You will be prompted to grant or deny consent to Shyft to use your email address to send you information about Shyft Power products and services. You can opt-out of such emails at any time using the opt-out link in the emails.

11. Notifications. Shyft Power may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Shyft Power account, hard copy, or posting of such notice on the Site. Shyft Power is not responsible for any automatic filtering you or your network provider may apply to email notifications.

12. Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

13. Severability. If any part of these Terms & Conditions becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms & Conditions will remain in full force and effect.

14. Survivability. The obligations in Sections 1(c), 2(b), (d), (e), (g), 3(c), (d), and 5 through 17 will survive any expiration or termination of these Terms & Conditions.

15. Waiver. Failure or delay by us to enforce any of these Terms & Conditions will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.

16. Successors and Assigns. These Terms & Conditions are binding upon each parties’ respective successors and assigns.

17. Governing Law and Jurisdiction. These Terms & Conditions are governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for the State of California for the purpose of litigating all such claims or disputes.

18. Language. It is the express wish of the parties that these Terms & Conditions and all related documents be drawn up in English.

Shyft Power Solutions, Inc., 8000 Edgewater Drive, Suite 200, Oakland, California 94621

Last updated: April 20, 2021