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Document updated February 28, 2018 By using the Services (as defined below) of IOWA, LLC and its affiliates (“Wiredrive”, “we” or “our”), you (“Customer” or “you”) agree to the following terms and conditions (“Terms of Service“).

Modification

We reserve the right to change these Terms of Service at any time. You are encouraged to check our Terms of Service from time to time for updates that could affect you. If you do not agree to these Terms of Service now or in the future, your only option is to stop using the Services; by continuing to use the Services you accept any revised Terms of Service then in effect. If you have any questions, please email us at legal@wiredrive.com.

Customer Use of Services

2.1 — The “Services” are the Wiredrive services we provide to you as described in your current quote or order (“Customer Order Form”), including without limitation our online services for uploading, managing, and presenting rich media files. At the end of each contract term, your Subscription will automatically renew under the exact same conditions outlined in the Customer Order form.

2.2 — We grant you a limited license to access and use the Services during the Term (defined in your current Customer Order Form) via the Internet subject to our Terms of Service.

Customer Contact Information

You will provide us with your legal company name, street address, email address, and name and telephone number, together with your authorized billing contact and administrative liaison. Please update your information promptly by emailing legal@wiredrive.com.

Authorized Users

The Services let you create various categories of users (“Users”), including without limitation, administrators (“Administrative Users”) who have full Services functionality, and other categories that have more restricted access (“Other Users”).  You may use and provide access to the Services only for the purposes of your own business, which includes providing access for your clients and collaborators (all of which are deemed “Users” under your account) to your content and projects. You are responsible for the actions of all Users to whom you grant access to the Services.

Customer Data

“Customer Data” means your content, text, and other information that you and your Users may use or upload in connection with the Services.

5.1 — You are responsible for the quality, reliability, and appropriateness of and copyright permissions for Customer Data.  We obtain no ownership rights in your Customer Data. As between you and us, Customer Data will remain your property to the full extent provided by law.

5.2 — We will use commercially reasonable security measures designed to secure your data from accidental loss and unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your data for improper purposes. You understand that Internet technologies have the inherent potential for disclosure and that you provide any personal or sensitive information at your own risk.

5.3 — Subject to these Terms of Service, you grant us a non-exclusive license to use, copy, store, transmit, encrypt, decrypt, and display Customer Data only as reasonably necessary to provide and maintain the Services. However, we may aggregate anonymous data regarding use and functioning of our system by you and customers, and such aggregated data will be our property.

Passwords and Access

Your Administrative Users may authorize usernames and passwords for your use of the Services – you are responsible for the security and confidentiality of these usernames and passwords.  You agree to notify us immediately of any unauthorized use of any username, password and/or account, or any other known or suspected breach of our security. We may occasionally reset user passwords, with the user’s consent, in order to provide technical support. We will never ask for existing usernames and passwords.

Appropriate Use of Service

7.1 — This agreement does not authorize you to resell any of the Services, although you may charge your clients to access the Services under your account as a ‘pass-through charge,’ so long as their use of the Services is otherwise consistent with these Terms of Service. You cannot use or authorize others to use the Services in any way that competes with us or adversely affects our business. Unless allowed by our Terms of Services, you may not sublicense or resell the Services or supply the Services for the benefit of any other person or company. (If you are interested in being a reseller of the Services, contact Wiredrive at sales@wiredrive.com.)

7.2 — You agree not to use (or allow any of your Users to use) the Services to upload, share or display any material that is illegal, misleading, defamatory, or obscene, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively, “Objectionable Matter”).  We reserve the right (but will not be obligated) to remove any Customer Data that we believe is Objectionable Matter.  We will try to give you at least five (5) business days’ prior notice before such removal, but we may act more quickly if we reasonably believe that more rapid action is appropriate.  You and your Users must comply with all applicable laws regarding Customer Data and use of the Services.

7.3 — We reserve the right to suspend or terminate immediately your account and/or any of your User accounts due to violation of these Terms of Service or if use of such accounts are disruptive or cause harm to our computers, systems or infrastructure or to other parties, or are in violation of state or federal laws regarding “spam,” including, without limitation, the CAN-SPAM Act of 2003.

7.4 — You agree not to do (and to prevent your Users from doing) any of the following: (i) engage in any act that we deem to be in conflict with the spirit or intent of the Services, including but not limited to circumventing or manipulating these Terms of Service; (ii) make improper use of our customer support services, including submitting false abuse reports; or (iii) use the Services in connection with anything illegal, or do anything that promotes the violation of any law or regulation; (iv) use automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Services; (v) use the Services in order to design or assist in the design of automation software, bots, hacks, mods or any other unauthorized third-party software designed to modify or interfere with the Services; (vi) without our express written consent, modify or cause to be modified any files that are a part of the Services; (vii) disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server used to support the Services; (viii) become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services; or (ix) attempt to gain unauthorized access to the Services, other customer accounts, servers, or networks connected to the Services by any means other than the licensed user interface provided by us, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Services.

7.5 — You agree not to (or cause any other person or company to) reverse engineer the Services or our software or technology. You agree not to use or access the Services to: (a) build a competitive product or service, (b) make or have made a product using similar ideas, features, functions or graphics of the Services, (c) make derivative works based upon the Service or any Wiredrive content, or (d) copy any features, functions or graphics of the Services or the Wiredrive content. You will not “frame” or “mirror” the Services.  You may only use the Services and/or the Wiredrive content as expressly permitted in these Terms of Service.

7.6 — Customer represents and warrants that it has all rights and licenses necessary to upload its content via the Services and to permit Wiredrive to store, process and transmit such content pursuant to these Terms of Service .  Customer is solely responsible for any and all content that it uploads or processes through the Services and shall comply with all acceptable use policies or other content guidelines promulgated by Wiredrive from time to time and.  Wiredrive shall have no obligation to monitor such content, and the acceptance or processing of any content via the Services shall not be construed as Wiredrive’s approval of any particular content.  Wiredrive may, but has no obligation to, remove files (i) containing content that, in our reasonable opinion, are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or which violate, or are become subject to a claim that such content violates, any party’s intellectual property rights or rights of privacy or publicity or (ii) if necessary to protect the rights of Wiredrive or any third party.

Wiredrive’s Ownership

We and our suppliers retain all rights in the Services; these Terms of Service grant no ownership rights in the Services to you or your Users. No license is granted to you except as expressly stated herein. Our business name, logo, and the product names associated with the Services are trademarks of Wiredrive or third parties, and you may not use them without our prior written consent. We and our suppliers reserve all rights to content, trademarks and other intellectual property (other than Customer Content) on the Services.

Privacy

We agree to implement our privacy policies at Privacy Policy. We reserve the right to modify our privacy and security policies from time to time as we deem appropriate.

Service Level Warranty

We promise that that the Services will be running and available for you to use via the Internet (“Internet Available”) at least 99.9% percent of each calendar month of the Term, excluding scheduled maintenance, or technical or connectivity failures of networks not owned or operated by us. For these purposes, unavailability is measured from the time that you submit a technical service request to support@wiredrive.com until the time that the Services become Internet Available. If this standard is not met in any given month (“Downtime Event”), then you will receive, upon your request made within thirty (30) days of the Downtime Event, a credit equal to 100% percent of the following month’s service fee under your Customer Order Form.

Additional Warranties

Each party represents and warrants that it has the legal power and authority to enter into this agreement. You represent and warrant that your billing and other information provided to us is and will be correct and complete.

Indemnification

12.1 — We will defend, indemnify, and hold you (and your officers, directors, employees and agents) harmless from and against all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from any third party claim, suit, action, or proceeding arising from the actual or alleged infringement of any copyright, patent, trademark, or misappropriation of a trade secret by the Services (not including any Customer Data). In case of such a claim, we may, in our discretion, get a license that will protect you against such claim at no cost to you, replace the Services with a non-infringing alternative, or if we think such remedies are impractical, we may terminate the Services without fault. If we terminate the Services, you will receive a pro-rata refund of any prepaid service fees. This Section contains your only remedies for claims alleging infringement by us.

12.2 — You will defend, indemnify, and hold us (and our officers, directors, employees and agents) harmless from and against all Losses arising out of or in connection with any: (A) claim, suit, action, or proceeding by a third party (i) alleging that the Customer Data or other data or information supplied by you or your User(s) has harmed or infringes any third party rights, (ii) arising out of actual or alleged breach of Section 7 (Passwords and Access) or Section 8 (Appropriate Use of the Services) above, or (iii) claims that your content (including its receipt, possession, transmission or processing under this Agreement), or the actions of Customer violate any law or regulation, any privacy rights of a third party, or any acceptable use policies or other content guidelines promulgated by Wiredrive from time to time; or (B) third party subpoena or compulsory legal order or process that seeks Customer Data and/or other information or data relating to you including, without limitation, prompt payment to us of all costs (including attorneys’ fees) we incur as a result.  In case of such subpoena or compulsory legal order or process, you also agree to pay us for our staff time in responding to such third party subpoena or compulsory legal order or process at our then-applicable hourly rates.

12.3 — If a claim is subject to indemnification hereunder, the party that is indemnified (“Indemnitee”) will provide the indemnifying party (“Indemnitor”) reasonably prompt notice of the relevant claim.  Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under this agreement. Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims (excluding those for injunctive relief) may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.

Disclaimers and Limitations

13.1 — THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY US.  THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXCEPT AS STATED IN SECTIONS 10, 11 AND 12 ABOVE, THE SERVICES AND OUR CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.  YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.  WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.  WE ARE NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR YOUR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.

13.2 — Except with regard to your payment obligations, with regard to your breach of Section 7, or with regard to either party’s indemnification obligations, in no event will either party’s aggregate liability exceed the fees due for the 12-month period measured by the monthly payment obligation at the time of the event or circumstance giving rise to such claim.  Except in regard to your breach of Section 7, neither party will ever be liable for any indirect, special, incidental, or consequential damages of any type or kind (including, without limitation, loss of data, revenue, profits, use or other economic advantage).13.3 — The Services may include gateways, links or other functionality that allows you and your Users to access third party services and material, such as APIs, web applications and plug-ins (collectively “Third Party Services”).  We do not supply and are not responsible for any Third Party Services, which may be subject to their own licenses, end-user agreements, privacy and security policies, and/or terms of use.  We make no warranty as to Third Party Services.

Confidentiality

14.1 — “Confidential Information” means non-public information, materials, digital content and media, business data, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with the Services. Oral disclosure will also be deemed Confidential Information if a reasonable person would consider it to be confidential.

14.2 — Neither party will use the other party’s Confidential Information except as reasonably required in connection with the Services. Each party will protect the other’s Confidential Information by at least the same means used to protect its own Confidential Information. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. This Section will survive for two years after you stop using the Services for any reason.

14.3 — Except as otherwise agreed in writing or stated herein, at the end of the Term, each party will, upon the request of the disclosing party, either: (a) return to the disclosing party all of its Confidential Information and copies thereof in the receiving party’s possession or control; or (b) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control, provided that we will not be required to purge all copies from backup storage media that is stored in reasonably secure locations. The receiving party will then, at the request of the disclosing party, certify in writing its compliance with this Section.

14.4 — If either party believes that it is compelled by law or court order to disclose any Confidential Information of the other party, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.

Fees: Overdue & Non-Payment

15.1 — Unless otherwise agreed in writing, you agree to pay all fees as described in your Customer Order Form.

15.2 — In addition to other remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate your account upon five (5) business days’ notice if your account becomes delinquent (falls into arrears for more than 30 days).

15.3 — Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. You will be charged all applicable fees, including fees for all Users then authorized, during any period of suspension. You understand that if your account is suspended, you may have limited or no access to Customer Data stored in our platform.

15.4 Taxes and Fees: Customer shall be responsible for any applicable federal, state or local use, excise, sales or other taxes, fees, assessments, including without limitation universal service assessments or similar amounts in connection with any service furnished to Customer.  Customer shall pay all taxes directly to the taxing authority unless the taxing authority requires that Wiredrive collect and remit payment, in which event Wiredrive may charge Customer’s credit card for such amounts and remit them to the authority.  If applicable, Wiredrive will exempt Customer in accordance with law, effective on the date Wiredrive receives a valid exemption certificate from Customer.

Termination

16.1 — Either party can, at its option, suspend or terminate this agreement for Service upon at least five (5) business days’ written notice if the other party materially breaches these Terms of Service or the Customer Order Form, unless the breach is cured within such five (5) business day period (if curable). You can also terminate this agreement if the Services are unavailable for more than three (3) consecutive business days, unless such unavailability is due to an act of God outside our control. In addition, either party may choose not to allow this agreement to automatically renew after the initial term (described in your Customer Order Form) by providing the other party written notice at least five (5) business days prior to the end of the then effective period.

16.2 — If you wish to terminate your Services prior to the end of the then effective term, you agree to pay us an early termination fee, billable as of the termination date.  This early termination fee is calculated by accelerating the remaining months of your Customer Order Form multiplied by the applicable minimum fees under your Customer Order Form plus any other outstanding fees or amounts due. You agree that this amount is fair and reasonable compensation to us for early termination.

16.3 — The following provisions will survive termination: Customer’s accrued financial obligations, and the following Sections: 5 (Customer Data), 7 (Appropriate Use), 8 (Wiredrive’s Ownership), 12 (Indemnification), 13 (Disclaimers and Limitations), 14 (Confidentiality), 15 (Fees: Overdue & Non-Payment), 16.3 (Survival), 17 (Notice), 21 (Non-Solicitation) and  24 (Miscellaneous).

16.4 — You understand and agree that we have no obligation to retain any Customer Data that remains in our possession or control after termination; you may access the Service and copy any Customer Data as needed only before termination or expiration.

Notice

We may give notice by email or by letter sent by first class mail or by courier service to your address on record in your account.  Such notice will be deemed to have been given 36 hours after mailing (if sent by first class mail) or sending by courier or 12 hours after sending (if sent by email), or, if earlier, when received. You may give notice to us by email to support@wiredrive.com, which shall be effective upon receipt.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wiredrive without restriction.

Public Relations

We may issue press releases or public statements regarding our Services for you.  We may list you (including use of your branding) as a customer on our Site and in publicity materials. You will have the right to ask us to remove or redact (if possible) any publicity which you find reasonably objectionable that includes your name.

Non Solicitation

During the Term and for a period of one year thereafter, you will not, and will not cause any other person or company, to directly or indirectly solicit for employment or for performance of any services any person employed by us or hire or engage for any services any person employed by us.

Digital Millennium Copyright Act Notice

We do not knowingly publish or allow others to publish copyrighted material on our Site without permission. If you believe that any material published on our Site has been used in a way that constitutes copyright infringement and if you are authorized to act on behalf of the owner of the copyright that is allegedly infringed, please notify our copyright agent of any alleged infringement. Your notice to us must be in writing and contain the following:a description of the infringing material;

-a description of the copyrighted work(s) that you believe has been infringed;
-the name of the owner of the copyright;
-your name;
-your address, telephone number and/or email address;
-a statement that you have a good faith belief that the allegedly infringing use was not authorized by the owner, an agent for the owner, or by law,
-a statement that all of the information you have provided is true, and
-a statement, made under penalty of perjury, that you are the owner of the copyright or are authorized to act on behalf of the owner

Your statement must be sent to us by U.S. mail, fax, or e-mail, addressed to:

Wiredrive
Attn: DMCA Copyright Agent
5340 Alla Road
Suite 109
Los Angeles, CA 90066

E-mail: support@wiredrive.com

Updates

We reserve the right (but not the obligation) to upgrade, update, improve or modify the Services at any time for any reason, including (without limitation) to fix a software “bug” affecting the Services (collectively, “Upgrades”).  After an Upgrade is released, we shall have no obligation to provide you access to any previous version of the Services.

Feedback

You understand and agree that any written or oral feedback you may give us regarding the Services (e.g., suggestions, ideas, testimonials, criticisms, etc.) will be ours to communicate and/or act on in any way we deem appropriate, and that you will not be entitled to any compensation or credit for our use of such feedback. We will solely own any and all rights with respect to feedback we receive from you and others users of the Services.

Miscellaneous

24.1 — This agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either party and in accordance with the laws of the State of California and applicable US federal law. The state and federal courts located in the county of Los Angeles, California USA will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this agreement or its subject matter.

24.2 — If any provision of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the terms hereof will be deemed automatically amended to the minimum extent necessary to comply with applicable law or regulation.

24.3 — No joint venture, partnership, employment, or agency relationship exists between you and Wiredrive as a result of this agreement or use of the Services.

24.4 — Our failure to enforce any right or provision in this agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

24.5 — If the performance of this agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

24.6 — This agreement, together with any attachment(s), comprises the entire agreement between us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter hereof.  No amendment to or modification of this agreement will be binding unless in writing and signed by an authorized representative of each party.

Wiredrive is registered trademark of IOWA, LLC, 5340 Alla Road, Suite 109, Los Angeles, California 90066. All Rights Reserved.

SHIFT PRIVACY & COOKIE NOTICE

Effective Date:  February 27, 2018

This Privacy Notice (“Notice”) applies to all Personal Information (defined below) that is collected by Shift Media Holdings, Inc. and our affiliate and subsidiary entities (“we,” “us,” or “our”) through our online properties (“Sites”) such as MediaSilo, Wiredrive, SafeStream and Screeners.com.

The purpose of this Notice is to inform website users (“you” or “your”) what information may be collected from you when you visit the Sites, how the information will be used, with whom the information will be shared, your choices regarding the information, your ability to edit, update, correct or delete the information, and the security procedures that we have implemented to protect your privacy.

By visiting the Sites and providing your Personal Information to us, you consent to the terms of this Notice, which forms a part of the Terms of Use for the Sites.  We reserve the right to amend or change this Privacy Notice at any time at our sole discretion.  However, for changes that would materially degrade your privacy rights, we will provide you with the opportunity to review and opt-in to such changes.

1. ABOUT SHIFT

SHIFT gives individuals and teams from enterprise media companies, agencies and brands access to a secure ecosystem that embraces the unique needs of creators. For those involved in the lifecycle of creative content, SHIFT and its products and services provide an environment that is safe, scalable, inspiring, empowering and efficient.

Our leading collaboration platforms for creators and creative companies address video workflow issues, delivering tools that allow users to stay focused on creativity and content:

  • MediaSilo provides secure video collaboration tools and pre-release content delivery to the post-production market, including many of the largest media companies in the world.
  • Wiredrive is the industry standard for agencies, brands and creative professionals looking to review, curate, present and share creative work.
  • SafeStream is the first on-demand and real-time visible and forensic watermarking service providing turnkey tools for securing video content online.
  • Screeners.com provides a singular, secure, hassle-free destination for previewing pre-release content.

2. INFORMATION COLLECTED

a. Personal Information. In general, you do not need to provide us with any Personal Information in order to browse the Sites.  However, you must provide Personal Information such as your name, email address, and other contact information, in order to create an online account with us.  An online account is required to subscribe to our services provided through the Sites, including to view or edit content that is stored in the Sites.

  • MediaSilo collects the name, email address, and phone numbers (optional) of registered users, and the email address and name (optional) of sharing recipients.
  • Wiredrive collects the name and email address of registered users, and the email address of sharing recipients.
  • SafeStream collects the name and email address of registered users. It does not directly collect Personal Information of video viewers, but the visual watermarking information within SafeStream may contain Personal Information including name and email address of video viewers, in typical use.
  • Screeners.com collects the name and email address of registered users, both administrators of the system as well as sharing recipients.

If you are applying for a job through the Sites, you may also choose to provide us with additional information such as your employment status, employment history, and academic background.  If you do not want to share your Personal Information with us, please do not submit it.  Unfortunately, this means that you may not be able to fully enjoy the services you have requested.

b. Log Files, Research and Data Analytics. We may also gather certain information automatically, such as Internet protocol (IP) addresses, browser type, Internet Service Provider (ISP), referring/exit pages, operating systems, date/time stamps, and/or clickstream data.  We gather this information to provide our customers and registered users with detailed, user-specific activity reporting and audit trails; to better understand our clients and Site user-base; and to improve our services to you.  In addition, we may conduct research on your demographics, interests, and behavior based on non-Personal Information usage data.  This data may be compiled and analyzed on an aggregate basis and we may share the data with our service providers. Finally, we audit and monitor all information on the platform for security reasons.

3. USE OF INFORMATION & CHOICE

a. If you choose to provide us with your Personal Information, we may use it for the following purposes:

(a) to provide you with the services you have subscribed to;

(b) to provide customers and registered users with detailed activity reporting on their content;

(c) to send you newsletters you have subscribed to on the Sites;

(d) to answer your questions submitted through the “Contact Us” feature of the Sites;

(e) to evaluate the quality of our services and to perform internal studies regarding our services;

(f) to recruit prospective employees who have applied for a job on the Sites;

(g) to enhance the operation of the Sites; and

(h) to serve you with content through the Sites.

b. We do not collect, use, or disclose your Personal Information in any ways or for any purposes that are materially different from those set forth herein. However, if we wish to do so in the future, we will always obtain your consent first, and offer you the choice to opt-out of such collection, use, or disclosure.

4. SHARING INFORMATION

We do not share your Personal Information with third parties except as described below and we will never sell, rent, or share your Personal Information for direct marketing purposes.  However, to the extent we do share your Personal Information with third parties as permitted by this Notice, we still remain responsible for it.  Furthermore, in cases of onward transfer to third parties of Personal Information of individuals received pursuant to the EU-U.S. and Swiss-U.S. Privacy Shield frameworks (as described in Section 10 below), Shift is potentially liable.

a. Shift Affiliates. We may share your Personal Information with our subsidiary, affiliate, and parent entities for the purposes described in this Notice.

b. Service Providers. We may share your Personal Information with contracted service providers as necessary for us to achieve the purposes described in this Notice.  These service providers are under a contractual obligation to use Personal Information only for the purposes for which they were hired and in accordance with applicable law.

c. Business Partners. We may share your Personal Information as part of joint marketing efforts with affiliates and third party business partners, consistent with the purposes described in this Notice.

d. Clients. If you are an end-user who uses the Services as part of your job with one of our clients, or who otherwise accesses the Services at the invitation of one of our clients, your name and email address may be shared with that client for purposes of validating your authorized use of the Services under their license.

e. Business Transitions. In the event we go through a business transition, such as being acquired by another company, or selling all or part of our assets, Personal Information will, in most instances, be part of the assets transferred.  However, it will be subject to any pre-existing privacy notice unless the acquiring entity obtains your consent to additional uses.

f. Legally Required Law Enforcement, Judicial and Administrative Agency Disclosures. We will disclose Personal Information and related confidential information as necessary to comply with judicial orders, subpoenas, civil or criminal investigative demands, administrative and regulatory demands, and other legal obligations, if we believe in good faith that disclosure is necessary to comply with the law, to protect our rights, to protect your safety or the safety of others, or to investigate violations of applicable law.

5. COMMUNICATIONS

a. Newsletters. Site visitors may subscribe to newsletters that provide you with information about our services, by providing us with a valid email address.  You may stop receiving these kinds of emails by clicking “unsubscribe” or by following the instructions in the footer of the email, or by submitting a written request to us at the contact information below.

b. Sales & Customer Service. We communicate with customers and interested individuals via email, regular mail, and telephone to provide requested services.  You may ask to be removed from a mailing or calling list at any time by submitting a written request to us at the contact information below.

6. COOKIES AND TRACKING TECHNOLOGIES

a. Cookies. Cookies are text-only strings of information that that a website transfers to the cookie file of the browser on your computer’s hard drive so the website can remember who you are.  We may use cookies to recognize you when you return to the Sites in order to provide you with a better user experience.  Most websites use cookies and cookies alone cannot be used to identify you.  A cookie will usually contain the name of the domain from which the cookie has come, the “lifetime” of the cookie, and a value (usually a randomly generated unique number).  We use two types of cookies on this website:

    • Session cookies – temporary cookies that remain in the cookie file of your browser until you leave the site. Session cookies are used to carry information across pages of the Sites so you don’t have to re-enter information in order to access areas of your account such as stored files.
    • Persistent cookies – cookies that remain in the cookie file of your browser for much longer (though how long will depend on the lifetime of the specific cookie). Persistent cookies are used to help us recognize you as a unique visitor when you return to our website.  They also allow us to tailor content or advertisements to match your preferred interests or to avoid showing you the same adverts repeatedly.  We also use persistent cookies to compile anonymous, aggregated statistics that allow us to understand how the Sites are used and to help us improve the structure of the Sites.

b. Third Party Cookies. We may allow third parties to use cookies on the Sites but we do not control the use or contents of third party cookies.  Web browsers often allow you to erase existing cookies from your hard drive, block the use of cookies and/or be notified when cookies are encountered.  If you elect to block cookies, please note that you may not be able to take full advantage of the features and functions of the Sites.

c. Web Beacons. Web beacons are images inserted in a webpage or email, which may be used to count the number of visitors to the Sites, monitor the behavior of the Site user, store the IP address of the user, store the duration of the interaction, and store the type of web browser that was used, among other information.  We may use web beacons to improve user experiences on the Sites and learn more about our customers and visitors to the Sites.  Web Beacons collect only limited information which includes a cookie number; time and date of a page view; and a description of the page on which the Web Beacon resides.  Web beacons do not contain any Personal Information.

d. Disabling and Enabling Cookies. You have the ability to accept or decline cookies by modifying the settings in your browser.  However, you may not be able to use all the interactive features of the Sites if cookies are disabled.  Should you wish to be alerted before a cookie is accepted on your hard disk, guideline instructions follow below:

e. Deleting cookies. You can easily delete any cookies that have been installed in the cookie folder of your browser.  Type “cookies” in the search box of the “Help” function of your browser for information on where to find your cookie folder. 

f. Do Not Track Browser Requests. Web browsers often also allow you to send a “Do Not Track” request with your browsing traffic, which would enable anonymous browsing.  Our service provider does not honor Do Not Track requests from web browsers.

7. DATA QUALITY, ACCESS & RECTIFICATION

We will make reasonable efforts to ensure your Personal Information is accurate and complete and we will update or correct your information as needed when notified by you.  If you would like to request access to your Personal Information, request to verify your Personal Information, identify any inaccuracy in your Personal Information, or change your Personal Information in any way, please contact us.  Residents of certain countries, including the European Union, may have the additional rights to request erasure of, restrict the processing of, or object to certain processing of your Personal Information, as well as to data portability, and to file a complaint with your local data protection supervisory authority.  Please contact us if you wish to exercise these rights.

8. RETENTION

We will keep your Personal Information in active files or systems as long as needed to meet the purposes for which it was collected or to fulfill the other purposes outlined in this Notice.

9. SECURITY

We take reasonable administrative, technical and physical steps to ensure that your Personal Information in our custody and control remains accurate, timely, and secure.  Unfortunately, no data transmission over the Internet can be guaranteed as 100% secure and we cannot guarantee or warrant its security.

10. INTERNATIONAL TRANSFERS

The Sites are hosted in, and our Services are provided from, the U.S.  Accordingly, by providing your Personal Information through the Sites, you consent to the transfer of your Personal Information from your country of residence to the United States.  We may also engage service providers or business partners located in other countries, who may receive your Personal Information, all in accordance with this Notice and applicable law.  Those countries may offer less privacy protection than your country of residence, and in certain instances your Personal Information may be accessible by foreign courts, law enforcement authorities and national security authorities in those countries.

11. PRIVACY SHIELD

Shift and our affiliate entities comply with the EU-U.S. and the Swiss-U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Information transferred from the European Union and Switzerland to the United States.  Shift has certified that we adhere to the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement and Liability with regard to all Personal Information received from the EU and Switzerland in reliance on the Privacy Shield.  If there is any conflict between the terms in this Notice and the Privacy Shield Principles, the Privacy Shield Principles shall govern.  To learn more about the Privacy Shield program, and to view Shift’s certification, please visit https://www.privacyshield.gov.  EU and Swiss individuals who have questions or complaints regarding the transfer or treatment of their Personal Information may file a complaint with us at our contact information below.  To the extent that any EU or Swiss individual is not satisfied with the results of our internal complaint review process, or the timeliness of our response to them, they may file a complaint, free of charge, with our chosen independent recourse mechanism, the International Centre for Dispute Resolution® of the American Arbitration Association® (ICDR/AAA) where they may invoke binding arbitration under certain conditions.  In addition, Shift is subject to the investigatory and enforcement powers of the Federal Trade Commission, the Department of Transportation, and any other authorized U.S. statutory body.

12. THIRD PARTY LINKS

The Sites may contain links to or from other websites over which we have no control.  Please be aware that we are not responsible for the privacy practices of such other sites.  We encourage users to be aware when they leave our Sites and to read the privacy notices of each and every website that collects Personal Information.  This Privacy Notice applies solely to information collected by our Sites.

13. QUESTIONS AND COMPLAINTS

We take your privacy concerns seriously.  If you believe we have not complied with this Notice, or you have any other questions, you may contact us at 207 South St #4 Boston, MA, 02111 USA, privacy@shift.io, +1 (617) 423-6200.

14. CHILDREN’S DATA

The Sites are not intended for minors and we do not knowingly collect Personal Information from anyone under 13 years of age.  If you believe we may have collected Personal Information from your child on the Sites, please contact us and we will make reasonable efforts to delete the information from our records.

15. SENSITIVE DATA

We do not use the Sites to knowingly collect “sensitive data” such as that relating to racial or ethnic origin, political opinions, religious or philosophical beliefs, current or future medical status, genetic information, labor union affiliation, or sexual orientation.  If you believe you have mistakenly provided us with any sensitive data, please contact us.

3rd Party Penetration Testing

Wiredrive uses a top tier web security company to complete manual penetration testing of the entire Wiredrive application, starting in October 2013. The same company also tests when new features are released that could potentially cause security related regressions. They also run continuous automated tests of the entire application. Quarterly reports are available to customers upon request. In addition, several Wiredrive clients have run their own 3rd party tests as part of their evaluation process.

Static Code Scans

As part of the SDLC (Software Development Life Cycle), Wiredrive runs a static code scan daily. This help identify potential vulnerabilities long before the code is pushed to the production environment. Please see the case study published with our vendor Checkmarx.

Hosting and Cloud Providers

The Wiredrive application is runs in multiple SOC2 compliant data centers including AWS.

Password Encryption

All passwords are encrypted and stored in the database using modern cryptography according to OWASP best practices.

Supported SSL Encryption Level

Top priority is given to modern encryption implementations of AES 256 and 128-bit ciphers. Fallback is provided for situations where a browser supporting the latest features is unavailable. We have full coverage for Forward Secrecy on browsers which support it.