Terms of Service

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. Intellectual Property Rights

Our intellectual property: We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

Your use of our Services: Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to access the Services and download or print a copy of any portion of the Content to which you have properly gained access, solely for your personal, non-commercial use or internal business purpose.

Your submissions and contributions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. When you post Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions for any purpose.

3. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

4. User Registration

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. Products

All products are subject to availability. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

6. Purchases and Payment

We accept the following forms of payment: Visa, Mastercard, American Express, Stripe / Link (Bank Accounts as well), and ACH.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

7. Subscriptions

Billing and Renewal: Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order.

Cancellation: You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at support@sideshift.app.

Fee Changes: We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

8. Refunds Policy

All sales are final and no refund will be issued.

9. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to: Systematically retrieve data or other content from the Services; Trick, defraud, or mislead us and other users; Circumvent, disable, or otherwise interfere with security-related features; Disparage, tarnish, or otherwise harm us and/or the Services; Use any information obtained from the Services in order to harass, abuse, or harm another person; Make improper use of our support services; Use the Services in a manner inconsistent with any applicable laws or regulations; Engage in unauthorized framing of or linking to the Services; Upload or transmit viruses, Trojan horses, or other harmful material; Engage in any automated use of the system; Delete the copyright or other proprietary rights notice from any Content; Attempt to impersonate another user or person; Interfere with, disrupt, or create an undue burden on the Services; Harass, annoy, intimidate, or threaten any of our employees or agents; Copy or adapt the Services' software; Use the Services as part of any effort to compete with us.

Additional prohibitions include: Post Client Content when you do not own or have the right to post such content; Violate these Client Terms or any applicable law; Post false, misleading, defamatory, libelous, or fraudulent content; Act in a harassing, threatening, abusive, racist, or bigoted manner; Promote, endorse, or further illegal activities; Violate confidentiality, privacy, or intellectual property rights of any third party; Post pornographic or sexually explicit content; Solicit personally identifying information from minors; Use SideShift for unauthorized commercial activities; Imply a SideShift endorsement without permission; Send spam messages; Introduce malware or automated agents to the Platform; Frame, mirror, or deep-link to the Platform without permission; Sell, resell, rent, or monetize access to SideShift without permission; Interfere with or reverse engineer the Platform; Circumvent the SideShift Platform's processes, fees, security features, or communication protocols.

Clients may not solicit, induce, or attempt to engage any Creator outside the SideShift Platform for any Campaign, or for twelve (12) months after the last interaction with such Creator, without SideShift's prior written consent. All payments for Creator services must be made exclusively through the SideShift Platform. Clients and Creators are prohibited from making or accepting payments, reimbursements, or contractual agreements outside the Platform.

10. User Generated Contributions

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions").

When you create or make available any Contributions, you thereby represent and warrant that: You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us to use your Contributions; You have the written consent of each identifiable individual person in your Contributions; Your Contributions are not false, inaccurate, or misleading; Your Contributions are not unsolicited advertising, promotional materials, or spam; Your Contributions are not obscene, lewd, violent, harassing, libelous, or otherwise objectionable; Your Contributions do not violate any applicable law, regulation, or rule; Your Contributions do not violate the privacy or publicity rights of any third party.

11. Contribution License

By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions for any purpose, commercial, advertising, or otherwise.

12. Guidelines for Reviews

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

13. Mobile Application License

Use License: If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms.

Apple and Android Devices: The following terms apply when you use the App obtained from either the Apple Store or Google Play. The license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service.

14. Social Media

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

15. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site or App) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services.

16. Advertisers

We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

17. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof; (4) remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

18. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://www.sideshift.app/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States.

19. Copyright Infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification").

20. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION.

21. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

22. Governing Law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

23. Dispute Resolution

Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms, the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration.

Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA").

Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

24. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

25. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

26. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services.

28. User Data

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

29. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

30. SMS Text Messaging

Program Description: By opting into any Twilio text messaging program, you expressly consent to receive text messages (SMS) to your mobile number. Twilio text messages may include: account alerts, appointment reminders and special offers.

Opting Out: If at any time you wish to stop receiving SMS messages from us, simply reply to the text with "STOP." You may receive an SMS message confirming your opt out.

Message and Data Rates: Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.

Support: If you have any questions or need assistance regarding our SMS communications, please email us at support@sideshift.app or call at (+1)6124014084.

31. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

32. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

33. Off-Platform Engagement & Conversion Fees (Enforcement)

All payments for work performed, job fulfillment, or any related services originating through SideShift must be processed exclusively through the SideShift Platform. Clients, creators, and any users are strictly prohibited from facilitating, requesting, or accepting payments through external channels - including, but not limited to, Venmo, PayPal, Cash App, ACH, checks, or direct bank transfers - unless explicitly authorized in writing by SideShift or if enrolled in the "Scale" plan.

Liquidated Damages (Per Occurrence): Any off-platform payment or engagement will result in liquidated damages of USD $2,500 per Creator per occurrence, representing a fair and reasonable estimate of the actual damages SideShift incurs from loss of revenue, diminished platform integrity, increased fraud risk, and enforcement costs. Businesses will be issued with (1) warning, if behavior continues, clients authorize SideShift to automatically charge any active payment method on file or issue an invoice for liquidated damages and conversion fees.

34. Merchant of Record; No Money Transmission; No Escrow

Client acknowledges that SideShift (or its designated affiliate) acts as the merchant of record for all purchases made through the Services. All amounts paid by Client are amounts owed to SideShift for SideShift's own Services, which include arranging and managing creator work and licensing Deliverables. SideShift collects payments as principal and not as agent, trustee, escrow holder, or money transmitter. Funds received from Client are SideShift's property, may be commingled with other funds, and are not held in trust or escrow for Client or any third party.

35. Creator Engagement & Classification

Creators are independent contractors of SideShift, not of Client. No employment, partnership, joint venture, franchise, fiduciary, or agency relationship is created between Client and any Creator or between Client and SideShift. Client shall not direct payroll, provide employee benefits, or issue tax forms (including Forms W-2 or 1099) to Creators. SideShift is solely responsible for paying Creator compensation and issuing any required contractor tax forms.

36. Payment Authorization; Card/ACH on File

Client authorizes SideShift and its payment processors to store and use any payment method provided by Client and to initiate charges (and, for ACH, debit entries and any necessary correcting entries) for (a) subscription fees, service fees, and creator compensation comprising the total fees for a Campaign; (b) taxes and regulatory charges; (c) late fees, chargebacks, and collection costs; and (d) amounts due under these Terms, including any liquidated damages or conversion fees described herein. Client consents to pre-authorizations and to reasonable retry attempts.

37. Stripe Connect & Creator Payouts

SideShift uses Stripe to process payments and to pay creators via Stripe Connect. Creators must complete Stripe Connect onboarding (including KYC and sanctions screening) to receive payouts. SideShift may delay, withhold, or reverse creator payouts where required by Stripe, law, or these Terms (including suspected fraud, IP violations, or policy breaches). SideShift is not responsible for Stripe's actions or outages and disclaims any fiduciary obligations regarding creator payouts.

38. Publicity; Use of Client Marks

Client grants SideShift a limited, non-exclusive, royalty-free license to use Client's name, trademarks, and logos solely to identify Client as a customer and to describe Campaigns in case studies, sales materials, and the Services, unless Client opts out by emailing support@sideshift.app. All goodwill accrues to Client.

39. No Agency; No Fiduciary Duties

Nothing in these Terms creates any agency, fiduciary, or other special relationship between Client and SideShift. Client acknowledges that SideShift acts on its own behalf and not for or on behalf of Client when engaging creators or handling funds received from Client.

40. Deliverables: Acceptance & IP Transfer on Payment

Unless otherwise stated in an applicable order or Campaign brief, Client will have five (5) days after delivery to accept or reject Deliverables with specific, reasonable non-conformance details. If Client does not timely reject, the Deliverables are deemed accepted. Upon Client's full payment of all amounts due for the applicable Campaign and acceptance (or deemed acceptance), SideShift assigns to Client all right, title, and interest in the Deliverables and will secure any necessary creator waivers of moral rights to the extent permitted by law. Prior to assignment, Client receives a limited, non-exclusive license to evaluate the Deliverables solely for acceptance.

41. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

SideShift Corporation
85 Broad Street
Floor 17
New York, NY 10004
United States
Phone: (+1)6124014084
support@sideshift.app