TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement ("Agreement") is a legal and binding agreement between you ("you," "your" or "yourself") and Enter Growl LLC, governing your use of our internet-based website CharShift.com (collectively, "the Service"). Please read this Agreement carefully prior to using the Service. By registering for, using, or otherwise accessing the Service, or any component thereof, in any manner whatsoever, you are consenting to become a party to this Agreement and agreeing to be bound by and comply with the terms and conditions herein. The Service is offered and made available only to users 16 years of age or older. If you are not yet 16 years old, please discontinue using the Service immediately. If, for any reason, you do not accept and agree to all the terms and conditions of this Agreement, please discontinue the registration process and do not access or use the Service in any manner.

When we refer to the "use" of the Service in this Agreement, we mean any actual or attempted access or use of the Service, including, without limitation, any transmission, exchange of information, or communication associated with the Service. These terms and conditions, together with any other terms of use applicable to other CharShift owned or controlled websites and any other policies, rules, and provisions that are described, linked, or otherwise referred to and form a part of this Agreement, including, without limitation, our Privacy Policy, constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations, or agreements regarding the Service.

1. ACCESS TO THE SERVICE

Subject to certain limitations as described herein, you are granted the right to access our text, files, images, photos, video, sounds, works of authorship, applications, surveys, or any other materials (collectively, "Content") under certain terms and conditions as set forth in this Agreement. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to access any Content. Use of and access to some Content may be subject to additional fees and/or restrictions. Certain areas and functions of the Service may also require registration.

2. ACCEPTING THE TERMS OF SERVICE AGREEMENT

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 16, as the Service is not intended for children under 16. If you are under 16 years of age, then please do not use the Service.

3. CHARSHIFT PRIVACY POLICY

CharShift takes your privacy seriously and operates under the policies and principles outlined in its Privacy Policy, which contains important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Service.

4. SERVICE OPERATION

CharShift will make reasonable efforts to keep the Service operational. However, certain technical difficulties, routine site maintenance/upgrades, and any other events outside the control of CharShift may, from time to time, result in temporary Service interruptions. CharShift also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that CharShift shall not be liable

to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of, or interruption to the Service.

5. USER RESTRICTIONS

By using the Service, you acknowledge and agree that you have no right to provide any Content obtained through the Service to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Content or any portion thereof onto any physical medium, memory, or device now known or hereinafter devised. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods. You may not use or allow others to use the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish, or access any data, information, or material through, using, or otherwise in connection with the Service that:

(a) Is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically, or otherwise objectionable or offensive, discriminatory or abusive;

(b) Violates any law or regulation or the rights of others;

(c) Causes duress, distress, or discomfort to another or is likely to deter or discourage others from using the Service; and/or

(d) Infringes any intellectual property, proprietary rights, or confidentiality obligations of others.

You are solely responsible and liable for any such activity, behavior, use, and conduct. We have no liability, and you bear the sole and exclusive risk associated with the use of or reliance on the accuracy, quality, completeness, reliability, or usefulness of any data, information, or material in connection with the Service. You also may not use, nor allow others to use, the Service, directly or indirectly, to:

(x) Attempt to or actually disrupt, impair, or interfere with, alter, or modify the Service or any Content posted and/or displayed by us or anyone else;

(y) Act in a way that affects or reflects negatively on us, the Service, or anyone else; or

(z) Collect or attempt to collect any information from others, including, without limitation, personally identifiable information, without such party's prior consent.

You agree to comply with all local, state, federal laws, statutes, rules, and regulations, as well as any international treaties that are applicable to your use of the Service. You are prohibited from violating or attempting to violate the security of the Service, including, without limitation:

(a) Accessing data not intended for you or logging onto a processor, communications, or access device or account which you are not authorized to access;

(b) Attempting to probe, scan, or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent;

(c) Attempting to interfere with or disrupt the Service or service to any user, processor, host, or network, including, without limitation, by submitting a virus, worm, or Trojan horse; or

(d) Sending unsolicited e-mail or other information, including promotions or advertising.

Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations, and we may involve, provide information to, and cooperate with law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use the Service for any commercial uses unless you obtain CharShift's prior written approval. Such commercial uses include, without limitation:

(i) The sale of access to the Service; and

(ii) The sale of advertising, sponsorships, or promotions placed on or within the Service.

6. THIRD PARTY CONTENT PROVIDERS

In some

cases, CharShift derives its rights to use the Content offered on the Service from third-party content owners ("Content Providers") for fixed periods of time. As well, CharShift is sometimes required to pull certain Content off the Service for legal reasons. Therefore, certain Content offered or advertised by CharShift may not be available when you try to access it, and not all Content is available in all countries or territories. Although CharShift makes every effort to ensure the accuracy of all Content Provider information, we make no warranty as to the accuracy of any such information.

7. E-DELIVERY

By using the Service, you consent to the electronic delivery of all documents and notices regarding your account. You also confirm that you have the ability, necessary equipment, and software to access and view any documents or notices we send you. You are entitled to withdraw your consent to electronic delivery at any time by using the following link. Should you withdraw your electronic delivery consent, you are entitled to receive a paper copy of all required notices and documents. Some notices and documents which we are not required to provide you will not be sent to you should you withdraw your consent to electronic delivery.

8. INTELLECTUAL PROPERTY RIGHTS

The CharShift logos and other trademarks are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by CharShift and may not be reproduced, copied, or manipulated in any manner without the express written approval of the trademark owner. The Content available through the Service is the property of CharShift or its Content Providers and is protected by copyright and other intellectual property laws. Content received through the Service may be accessed for your personal, non-commercial use only. You acknowledge that CharShift retains exclusive ownership of the Service and all intellectual property rights associated therewith. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, or trademarks with respect to the Service or the Content, and CharShift reserves all rights not expressly granted hereunder. You may not:

  • Frame or mirror any part of the Service without our express prior written consent.
  • Create a database by systematically downloading and storing all or any Content.
  • Copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Service or any related software.
  • Use any robot, spider, rover, scraper, offline readers, site search/retrieval applications, or any other data mining technology or automatic or manual process, system, or software to monitor, cache, frame, mask, extract data from, copy, or distribute the Content (except as may be a result of standard search engine or internet browser usage) or circumvent the navigational structure or presentation of the Service without the express prior written consent of CharShift.
  • Bypass any measures CharShift may use to prevent or restrict access to the Service.

You shall promptly notify CharShift in writing upon your discovery of any unauthorized use or infringement of the Service or any Content or CharShift's patent, copyright, trade secret, trademarks, or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Service shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, CharShift may, in its sole discretion, pursue any other available rights or remedies at law or

in equity for a breach of this Agreement.

9. DISCLAIMERS

CharShift does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Service by any user, information provider, or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information is at your sole risk. CharShift reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Service.

THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CHARSIFT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CHARSIFT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CHARSIFT OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR ANY OTHER SOFTWARE OR MATERIALS ON THE SERVICE, EVEN IF CHARSIFT OR A CHARSIFT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CHARSIFT'S OR ITS SUBSIDIARIES', AFFILIATES', OFFICERS', EMPLOYEES', AGENTS', PARTNERS', OR LICENSORS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold CharShift and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim, demand, liability, cost, expense, or loss, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

11. TERMINATION

CharShift may terminate this Agreement and your use of the Service at any time and for any reason or no reason at all. Upon termination, you must immediately cease using the Service and destroy any downloaded or printed materials obtained from the Service.

12. MODIFICATIONS

CharShift reserves the right to modify this Agreement at any time without prior notice. Any changes or modifications will be effective immediately upon posting the revised Agreement on the Service. Your continued use of the Service following the posting of any changes or modifications constitutes your acceptance of such changes or modifications. Therefore, you should frequently review this Agreement and any other applicable policies to understand the terms and conditions that apply to your use of the Service.

13. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of California, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement or your use of the Service shall be exclusively resolved in the state or federal courts located in the state of California, and you consent to the personal jurisdiction of such courts.

14. SEVERABILITY

If any provision of this Agreement is found to be unlawful, void, or unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and CharShift relating to the subject matter herein and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and CharShift with respect to the Service.

16. CONTACT INFORMATION

If you have any questions or concerns regarding this Agreement, you may contact CharShift at hello@entergrowl.com.