THE SHIFT

USER CONTENT SUBMISSION AGREEMENT

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The Shift User Content Submission Agreement

Please read this User Content Submission Agreement carefully because it represents your legally binding agreement with us ("Submission Agreement") regarding your submission (and our display and distribution) of content to the site www.shifttheshow.com or in connection with the The Shift Wellness Rally via certain technology, functionality and/or features we make available to you so you can upload and post such content for display via the Site (collectively, the "User Content Submission Features"), and this Submission Agreement applies regardless of what type of Device you use to submit content to the Site.

When you submit User Content, or by using or attempting to use the User Content Submission Features, you are signifying your agreement with and acceptance of all terms and conditions of this Submission Agreement. We have the right to change the terms and conditions of this Submission Agreement at any time. If you do not agree with all the terms and conditions of this Submission Agreement at any time, including, without limitation, those times when we make changes, do not use, do not attempt to use, and immediately discontinue your use of, the User Content Submission Features, because if you do any of these things you are agreeing to be bound by all of the terms and conditions of this Submission Agreement, including, without limitation, any changes we have made.

IMPORTANT NOTE: You must meet the Age and Other Eligibility Requirements of this Submission Agreement and each and every time you submit or attempt to submit User Content, among other things, you will be asked to confirm your compliance.

1. Submitting User Content.
The term "User Content" means and refers to any and all content, media and materials you submit for posting on the Site using the User Content Submission Features, including, without limitation, still photographs, writings, spoken statements, music, audio, video, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and to all derivative works, translations, adaptations or variations of same, regardless of the tangible medium, broadcast medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, on location, in a studio or elsewhere, in black-and-white or in color, alone or in conjunction with other work, characters, real or imaginary, in any part of the world. User Content is also considered a "Posting" and therefore, all terms and conditions contained in this Agreement shall apply to all User Content you submit pursuant to the terms and conditions of this Submission Agreement for Posting to the Site. Each time you upload or submit User Content (or if you attempt to do so) you will be confirming your acceptance of, and agreement to be bound by, all the terms and conditions of this Submission Agreement. Instructions for uploading User Content can be found on the Site's web page for the upload of User Content. To be considered for posting and display to the public, User Content must meet all the specifications and requirements relating to formatting, compatibility, operating characteristics and submission which can also be found on the Site's web page for the upload of User Content. In order to submit User Content, you will also need to meet our Age Requirements (see Section 2 below). When you submit User Content you may also be asked to provide some information about you and your submission. This may include, without limitation, such things as a descriptive title, some information about the User Content, length, your location and/or similar information. By submitting User Content, you are also agreeing and you understand that the term "User Content" also includes, without limitation, and refers to all of the information you submit or we may receive that is related to your submission. Always keep a copy of anything you send because we are not responsible for lost, damaged, misdirected, unusable or unreadable User Content. Proof that you submitted User Content does not constitute proof that we received anything.

2. Age and Other Eligibility Requirements.
By submitting User Content pursuant to the terms and conditions of this Submission Agreement you are certifying that you are at least 13 years of age or have parental/guardian consent to submit User content.

3. User Content Standards; Unauthorized Content.
You are solely responsible and liable for your communications and submissions (and the consequences) made under your name, user name, email address, password and your registration and profile information, if any. User Content does not reflect the views of The Shift Productions, LLC, and neither The Shift Productions, LLC, nor any of the related, parent or the affiliates, represents or guarantees the truthfulness, accuracy, or reliability of any User Content, or endorses or supports any opinions expressed in any User Content. In no event shall The Shift Productions LLC, the Parent companies or affiliates have or be construed to have any responsibility or liability for or in connection with any User Content. If we determine, in our sole discretion, you have not met the Age Requirements (see Section 2 above) or if, in our judgment, you or any User Content you submit violates this Submission Agreement, we reserve the right, at any time, without notice and without limiting any and all other rights we may have under this Submission Agreement, at law or in equity, to remove your User Content and/or refuse to allow you to submit further User Content and use any technological, legal, operational or other means available to enforce the terms of this Submission Agreement, including, without limitation, blocking specific IP addresses or deactivating your submission. We make no claim the User Content Submission Features or any User Content are appropriate for any particular purpose or audience, or that any video, software or our User Content Submission Features may be accessed, used or downloaded outside of the United States, which may not be legal for certain persons or in certain countries and you do so at your own risk. You are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any User Content including videos, information, software, materials, products or services to countries or persons prohibited under the export control laws and regulations.

You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as The Shift Productions, LLC deems appropriate, any "Unauthorized Content" which is defined as any User Content that is or could be construed as violating any of the terms and conditions of this Submission Agreement, and/or any of the terms and conditions, including, without limitation: infringing on a third party's copyright or other intellectual property rights; causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others rights; unauthorized access to the User Content Submission Features or information of other users; the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of the User Content Submission Features; or any requirements, rules, terms or conditions that may be applicable to the User Content Submission Features.

The Shift Productions, LLC reserves the right to review any submitted User Content and to delete, remove, move, edit or reject, without notice to you, any User Content that we deem, in our sole discretion, abusive, defamatory, obscene, pornographic, in violation of copyright, trademark or other intellectual property rights, to be in violation of this Submission Agreement or to be unacceptable to The Shift Productions, LLC or the parent companies or affiliates, for any reason or for no reason whatsoever; provided, however, that The Shift Productions, LLC, the parent companies and any affiliates shall have no obligation or liability to you for failure to do so or for doing so in any particular manner. If The Shift Productions, LLC receives notice of any claim of infringement that satisfies specific legal requirements, such as notice and takedown requirements under U.S. copyright law (see Section 4 below), we may remove User Content associated with such claim. The Shift Productions, LLC reserves the right to provide information to law enforcement officials, governmental agencies and pursuant to judicial or regulatory compulsion, to protect their respective interests, the Site or to comply with legal, regulatory, audit and compliance obligations.

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