Terms of Service

Structure of These Terms

These Terms are divided into three parts:

• Part I - General Terms (apply to all users)
• Part II - Additional Terms for Clients / Employers
• Part III - Additional Terms for Creators / Workers

If there is a conflict, the applicable Part II or Part III controls for that user type.

PART I - GENERAL TERMS

1. Definitions

• "Client" means any brand, agency, or organization using the Services to post campaigns, request deliverables, or engage creators.
• "Creator" means any individual using the Services to apply for, accept, or perform creative services or submit deliverables.
• "Campaign" means a project, job, posting, or engagement offered through the Services.
• "Deliverables" means content or outputs created for a Campaign (including videos, photos, posts, edits, raw files, or similar).
• "User Content" means content submitted, posted, or uploaded by a user.
• "SideShift Content" means the Services and all content provided by SideShift, excluding User Content.

2. Eligibility

You may use the Services only if you are legally capable of entering into a binding contract and are not barred under applicable law.

If you use the Services on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

The Services are not intended for children. If you are under 18 (or the age of majority where you live), you may use the Services only with the consent and supervision of a parent or legal guardian.

3. Nature of the Services

SideShift provides a technology platform only. SideShift does not guarantee outcomes, earnings, selection for campaigns, or continued availability of the Services.

The Services are not tailored to comply with industry-specific regulations (e.g., HIPAA, FISMA). You may not use the Services in violation of applicable law, including the Gramm-Leach-Bliley Act (GLBA).

4. Accounts and Security

You are responsible for maintaining accurate account information and safeguarding your login credentials. You are responsible for all activity under your account.

You must promptly notify SideShift of any unauthorized access or security breach.

5. Privacy

Our Privacy Policy (https://sideshift.app/privacy-policy) is incorporated into these Terms. By using the Services, you consent to our data practices. The Services are hosted in the United States.

6. SideShift Intellectual Property

SideShift owns or licenses all intellectual property in the Services and SideShift Content, including software, designs, trademarks, and logos.

Subject to compliance with these Terms, SideShift grants you a limited, non-exclusive, revocable, non-transferable license to access and use the Services for personal or internal business purposes only.

7. User Content

You retain ownership of your User Content. However, you grant SideShift a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, host, reproduce, modify, distribute, display, and otherwise exploit User Content solely to operate, improve, market, and provide the Services.

You represent that you have all rights necessary to grant this license and that your User Content does not violate law or third-party rights.

8. Prohibited Activities

You may not:

• Use the Services for unlawful or deceptive purposes
• Misrepresent your identity or affiliation
• Post infringing, defamatory, misleading, or obscene content
• Harass, threaten, or abuse others
• Circumvent security features
• Scrape or access the Services using automated means without permission
• Reverse engineer or interfere with the Services
• Introduce malware or harmful code
• Bypass SideShift's payment or enforcement mechanisms

9. Third-Party Services

The Services may integrate with third-party services. SideShift is not responsible for third-party services, outages, or actions.

10. Confidentiality

You may receive non-public information about SideShift, Clients, or Creators ("Confidential Information"). You agree to use Confidential Information only as necessary to use the Services and to keep it confidential unless disclosure is legally required.

11. Enforcement; Suspension

SideShift may monitor use of the Services and may suspend or terminate access, remove content, or take enforcement action at its sole discretion.

Copyright Infringement; DMCA Policy

SideShift respects the intellectual property rights of others and expects users to do the same. It is SideShift's policy, in appropriate circumstances and in its sole discretion, to remove or disable access to content that is alleged to infringe copyright and to terminate the accounts of users who are repeat infringers.

If you believe that content available through the Services infringes a copyright you own or control, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing SideShift's designated copyright agent with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material and its location; (c) your contact information; (d) a statement that you have a good faith belief that the use is not authorized; (e) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature.

Users may submit a counter-notification as permitted by the DMCA, and SideShift will process such counter-notifications in accordance with applicable law.

SideShift's designated copyright agent may be contacted at: support@sideshift.app.

SideShift may remove or disable access to any content alleged to be infringing without prior notice and without liability. SideShift reserves the right to terminate accounts of users who are determined, in its sole discretion, to be repeat infringers.

12. Term and Termination

These Terms remain in effect while you use the Services. SideShift may suspend or terminate access at any time, with or without cause.

Provisions that by their nature should survive termination will survive.

13. Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SIDESHIFT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Electronic Notices. SideShift may communicate with you via email, in-app notifications, SMS, Email, or other electronic means. You acknowledge and agree that SideShift does not guarantee the delivery, timing, or receipt of any such communications and shall not be liable for any failure or delay in transmission, including due to spam filters, carrier limitations, or technical issues.

14. Limitation of Liability

To the maximum extent permitted by law, SideShift will not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or data.

SideShift's total liability will not exceed the greater of (a) $100 and (b) the amount paid by you to SideShift in the six (6) months before the event giving rise to the claim.

15. Indemnification

You agree to defend and indemnify SideShift from claims arising out of your use of the Services, User Content, breach of these Terms, or violation of law or third-party rights.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

17. Dispute Resolution

Informal Resolution

The parties agree to attempt to resolve disputes informally for at least 30 days.

Arbitration

Disputes will be resolved by binding arbitration administered by the American Arbitration Association:

• Creators: AAA Consumer Rules
• Clients: AAA Commercial Rules

The arbitration shall take place in Delaware, unless otherwise required by law.

This Dispute Resolution section survives termination of these Terms.

Class Action Waiver

Claims may only be brought individually. Class and representative actions are waived.

Injunctive Relief

Either party may seek injunctive relief for IP misuse or unauthorized platform use.

18. Miscellaneous

These Terms constitute the entire agreement. If any provision is unenforceable, the remainder remains effective. SideShift may assign these Terms freely.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

Force Majeure. SideShift shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, power or internet outages, failures of third-party platforms or payment processors, or changes to social media platform APIs or policies.

PART II - ADDITIONAL TERMS FOR CLIENTS

C1. Client Authority

You represent that you have authority to bind your organization.

C2. Campaign Responsibility

Client represents and warrants that it has obtained, and will maintain, all rights, consents, and lawful bases required to contact, message, invite, or otherwise communicate with any Creator through or as a result of the Services, whether by email, SMS, direct message, or other means.

Client agrees to comply with all applicable laws and regulations governing communications and advertising, including without limitation the CAN-SPAM Act, TCPA, FTC endorsement guidelines, and applicable privacy and data protection laws.

Client shall defend, indemnify, and hold harmless SideShift from and against any claims, damages, fines, penalties, or expenses (including reasonable attorneys' fees) arising out of or related to Client's communications with Creators or violation of this section.

C3. Relationship Between SideShift, Clients, and Creators

SideShift is not a staffing agency.

Creators are independent contractors of SideShift, not of the Client.

No employment, agency, partnership, or fiduciary relationship is created.

Clients may not issue tax forms, provide benefits, or direct payroll for Creators.

Any engagement, statement of work, campaign brief, or other agreement entered into between a Client and a Creator is solely between those parties. SideShift is not a party to and disclaims all liability arising from or related to any such agreement.

Nothing in these Terms creates any fiduciary duty, special relationship, or heightened obligation between SideShift and any user.

C4. Payments and Authorization

Clients authorize SideShift to charge stored payment methods for:

• Subscription and service fees
• Creator compensation
• Taxes, chargebacks, late fees, and enforcement amounts

All payments are non-refundable unless expressly stated otherwise.

SideShift does not act as an escrow agent, trustee, fiduciary, or money transmitter, and funds processed through the Services are not held in trust for any user.

C5. Non-Circumvention

Clients must pay Creators exclusively through the SideShift platform for work sourced through SideShift.

Any off-platform payment or engagement intended to avoid fees may result in:

• Liquidated damages of $2,500 per Creator per occurrence
• Immediate enforcement action
• Suspension or termination

C6. Deliverables and IP Transfer

Clients have five (5) days to accept or reject Deliverables.

Upon full payment and acceptance (or deemed acceptance), all IP in Deliverables transfers to the Client.

C7. Publicity

Clients grant SideShift permission to use Client names and logos for case studies and marketing unless opted out.

PART III - ADDITIONAL TERMS FOR CREATORS

W1. Creator Eligibility

Creators must complete onboarding and payment verification to receive payouts.

W2. Independent Contractor Status

Creators are independent contractors of the Client, not employees of SideShift or Clients.

Creators control their own methods, timing, and tools, subject to Campaign requirements and law.

Creators are responsible for all taxes and expenses.

Any engagement, statement of work, campaign brief, or other agreement entered into between a Client and a Creator is solely between those parties. SideShift is not a party to and disclaims all liability arising from or related to any such agreement.

Nothing in these Terms creates any fiduciary duty, special relationship, or heightened obligation between SideShift and any user.

W3. Compliance

Creators must comply with Campaign briefs, platform rules, FTC endorsement guidelines, and applicable law.

W4. Creator Content License

Creators grant SideShift permission to display Creator profiles and content for marketplace operation and Campaign administration.

W5. Deliverables; IP Ownership

Deliverables created for a Campaign are owned by the Client upon acceptance and payment.

Creators assign all rights in Deliverables to SideShift for assignment to the Client.

Background IP remains owned by the Creator but is licensed as necessary to use Deliverables.

Creators waive moral rights to the extent permitted by law.

W6. Payments

Creator payments are processed through third-party payment processors designated by SideShift. Creator must complete all required onboarding, identity verification, and compliance checks to receive payouts.

SideShift may, in its sole discretion, delay, withhold, suspend, or reverse any Creator payout if: (a) a Client disputes the applicable Deliverables within the acceptance or dispute window; (b) the Client's payment fails, is reversed, or is subject to a chargeback; (c) SideShift reasonably suspects fraud, misuse of the Services, violation of these Terms, or infringement of third-party rights; (d) the applicable Deliverables are removed, deleted, made private, or otherwise fail to meet Campaign requirements; or (e) such action is required by law, a payment processor, or platform policy.

SideShift does not guarantee payment for any Deliverables and is not responsible for a Client's failure or refusal to pay. To the extent permitted by law, Creator's sole remedy for non-payment is against the applicable Client, subject to SideShift's dispute resolution processes.

Creators acknowledge that Clients may request removal or modification of Deliverables after publication for legal, compliance, or brand safety reasons, and Creator agrees to reasonably cooperate.

W7. Non-Circumvention

Creators may not accept off-platform payment for SideShift-sourced work.

Violations may result in forfeiture of unpaid amounts, account termination, and legal action.

W8. Creator Warranties

Creators warrant that Deliverables:

• Are original or properly licensed
• Do not infringe third-party rights
• Comply with disclosure and advertising laws

W9. No Guarantee of Work

SideShift does not guarantee selection, income, or ongoing opportunities.

W10. Enforcement

SideShift may remove content, suspend accounts, and enforce these Terms at its discretion.

Contact

SideShift Corporation
111 Broadway, Suite 503
New York, NY 10005
support@sideshift.app
(+1) 612-401-4084