Club Member Agreement

This Agreement is between SHIFT Capital, LLC, a Wyoming limited liability company trading as SHIFTai, 5830 E. 2nd St., Ste. 7000, Casper, WY 82609 ("SHIFTai", "we", "us") and the Club Member named below ("you").

1. Who this Agreement is for

1.1 This Agreement applies to every member who has entered a SHIFTai Club: the Standard Club (currently entered when your own credit purchases reach $499, or through the $499 Standard Club entry), the Founder's Club, and the Enterprise Clubs (Bronze, Silver, Gold and Platinum). It applies from the moment you accept it, and it applies again each time you move up to a higher Club.

1.2 Members who have not entered a Club (for example, members buying $99 of credits a month) are customers under the Terms of Service and do not need this Agreement. They may earn CoachPay only, under the Terms of Service and the same requirement to have purchased $99 of SHIFTai credits in the 30 days before they earn.

1.3 This Agreement adds to the SHIFTai Terms of Service, Privacy Policy, Refund Policy and Income Disclosure Statement (together with this Agreement, the "Agreement Documents"), all published at shiftai.club. If this Agreement and another Agreement Document conflict on a matter about Club membership or earnings, this Agreement controls. On everything else the Terms of Service control.

2. Your relationship with SHIFTai

2.1 You are an independent contractor. You are not an employee, agent, partner, joint venturer or franchisee of SHIFTai, and you have no authority to bind SHIFTai or make any promise on its behalf.

2.2 You decide how, when and whether you share SHIFTai with others. There are no quotas, no required purchases to keep your Club standing, and no required training or events.

2.3 You are responsible for your own business expenses, licences and taxes. We will ask for the tax and identity information the law requires before we pay you, and we report payments as the law requires (for US members, typically on Form 1099).

2.4 In every case you use any of our trademarks, including SHIFT, SHIFT AI, SHIFTai and the SHIFTai logo, you must include the words "Independent Representative" directly underneath it. This applies everywhere you use them: social profiles and posts, videos, websites, business cards, email signatures, flyers, slides and any other material.

3. What your Club membership includes

3.1 The Suite and your credits. Access to the SHIFTai Suite and its AI Studios, and use of the credits you have bought or received, in line with the Terms of Service. Credits are a prepaid product for using the Studios. They are not an investment, have no cash value, do not expire, and may not be sold, transferred or traded.

3.2 Access continues whether or not you buy credits in a given month. You keep full access to the Suite and the Studios and you keep using your credit balance. Access ends only if you close your account or we suspend or terminate it under section 10.

3.3 Eligibility for the EcoPay streams. Every stream also requires $99 of SHIFTai credit purchases in the 30 days before you earn (section 4).

3.4 The percentages, pool sizes, number of places and weekly requirements for each stream are published on the How It Works page in the Suite and may change under section 12.

3.5 EcoPay pays for sales and activity, never for recruiting. Nothing is paid for enrolling, signing up or sponsoring anyone, and no stream pays you on the activity of anyone other than the customers you personally referred.

4. You earn only when you have bought $99 of SHIFTai credits that month

4.1 To earn from any EcoPay stream you must have purchased $99 of SHIFTai credits that month. "That month" means the 30 days ending at the moment the earning event happens: the purchase for CoachPay and ContentPay, and the weekly close (Tuesday, 10 PM Central Time) for the pools. It is a rolling 30 days, not a calendar month, so every purchase you make counts for the full 30 days after it. Every purchase of SHIFTai credits on your own account counts toward the $99.

4.2 If you have not purchased $99 of SHIFTai credits in the 30 days before an earning event, you do not earn from it. Commissions on purchases made while you do not meet the requirement are not credited to you, and you are not included in that week's pools. That money is not held for you and is not paid to you later. It stays with SHIFTai or is shared among the eligible members, under the plan rules.

4.3 Earnings you made while you met the requirement remain yours and are paid on the normal schedule, less any reversals under section 7, even if you do not meet it later.

4.4 You can buy credits at any time in the Suite. Earning resumes from the moment your credit purchases in the last 30 days reach $99. It does not bring back earnings from the time before you met the requirement.

4.5 Your Club standing is cumulative. Not meeting the $99 requirement does not remove you from your Club, although it can affect weekly requirements that measure recent activity.

5. No income is promised

5.1 SHIFTai does not promise or guarantee that you will earn anything. What any member earns depends on their own sales and activity, on company revenue and total participation, and on the plan rules in force. Many members earn little or nothing. Read the Income Disclosure Statement at shiftai.club/pages/income-disclosure before you rely on any figure.

5.2 Buying credits, holding credits or moving up a Club is a purchase of product. It is not an investment and it does not entitle you to any return.

6. How you are paid

6.1 The earnings week closes on Tuesday at 10 PM Central Time and payouts are made on the following Friday, to the payout account you set up with our payment partner. We may change the schedule or the payment partner with notice.

6.2 You must complete the payout partner's identity and account checks before you can be paid. Payouts below the minimum (currently $10) carry forward to the next payout. We may hold a payout while we review suspected fraud, a disputed payment or an unmet legal requirement, and we will tell you why.

6.3 Payouts are available only in countries our payment partner supports. If your country is not supported, your earnings are held until you can provide a supported payout method.

7. Refunds, chargebacks and reversals

7.1 If a purchase you earned on is refunded within the Refund Policy window, charged back or reversed, the earnings paid on it are reversed. We may take the reversed amount from your future earnings.

7.2 Earnings from purchases you made yourself, purchases made with your money or for your benefit through another account, or circular or artificial transactions are not earnings under this Agreement and will be reversed.

8. How you may promote SHIFTai

8.1 When you talk about SHIFTai you must follow the Promotion and Conduct Rules in Schedule A. They are part of this Agreement.

8.2 We may ask you to correct or remove anything you publish that breaks these rules, and you must do so promptly.

8.3 Every income claim must be accompanied by the SHIFTai Income Disclosure Statement. Any time you mention, show or suggest what you or anyone else has earned, could earn or will earn from SHIFTai, you must include the company's current Income Disclosure Statement with it, as set out in Schedule A1. Including the Income Disclosure Statement does not make a false, exaggerated or untypical claim acceptable.

9. Customer information and privacy

9.1 Information about the customers you refer belongs to SHIFTai and is handled under our Privacy Policy. You may use the information we show you only to support your own customers, and never sell it, share it or use it for unrelated marketing.

9.2 You must follow the privacy, anti-spam and telemarketing laws that apply to you, including consent rules for texts and calls.

10. Suspension and termination

10.1 You may close your account at any time from Settings or by writing to support@shiftai.club.

10.2 We may suspend or terminate your account if you break the Agreement Documents, break the law, make income claims that break section 8.3 or Schedule A1, make health claims, manipulate attribution, Club volume or pool rankings, abuse payments or chargebacks, or harm other members or customers. Except where the breach is serious, illegal or ongoing, we will give you notice and a chance to respond first.

10.3 A suspended or terminated account cannot be used at all. You cannot sign in to the Suite, the SHIFTai app or any SHIFTai service, and existing sessions end. While an account is suspended it does not earn, and payouts are held until the suspension is resolved.

10.4 On termination: unused credits are handled under the Refund Policy, earnings from completed periods are paid on the normal schedule less reversals (except earnings obtained through the conduct that led to termination, which are forfeited), your Club standing ends, and your Vault content is available to download for 90 days on request. Sections 5, 7, 9, 13 and 14 survive termination.

11. SHIFTai names and marks

11.1 We give you a limited, revocable, non-transferable right to use the SHIFT, SHIFT AI and SHIFTai names, the SHIFTai logo and approved materials only to share SHIFTai honestly under this Agreement, and always with "Independent Representative" underneath them as section 2.4 requires. You may not register domains, social handles, business names or paid-search keywords that contain "SHIFT", "SHIFT AI", "SHIFTai" or a confusingly similar name, or present yourself as SHIFTai or as speaking for it.

12. Changes

12.1 We may change this Agreement and the compensation plan. We post the change with a new effective date and, for material changes, email you at least 14 days before they take effect. A change applies only to earnings from events after its effective date. If you do not accept a change, you may close your account under section 10.1.

13. Liability and disputes

13.1 The limitation of liability, disclaimer, indemnity, dispute resolution, individual arbitration, class action waiver and 30-day arbitration opt-out in the Terms of Service apply to this Agreement as if written here.

13.2 This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules, except where the law of the place you live gives you rights that cannot be waived.

14. General

14.1 The Agreement Documents are the entire agreement between you and SHIFTai about Club membership and replace anything earlier. If a provision is unenforceable, the rest survives. Not enforcing something once does not waive it. You may not assign this Agreement; we may assign it to an affiliate or in a merger or sale.

14.2 You agree that accepting this Agreement electronically, by ticking the acceptance box and continuing, is your signature and has the same effect as a signature on paper. We record the date, time, version and the account and network details of your acceptance.

Schedule A. Promotion and Conduct Rules

A1. Income claims: always with the Income Disclosure Statement

• With any income claim you must use SHIFTai's Income Disclosure Statement. An income claim is anything that states or suggests what you or anyone else has earned, could earn or will earn, including screenshots of earnings, payout totals, leaderboard figures, commission notifications and "results".
• Use only the company's current Income Disclosure Statement, never your own summary of it. Put it with the claim, where the same audience sees it at the same time: a clear link to shiftai.club/pages/income-disclosure in the same post, caption, message or video description, and on screen or spoken aloud in a video or live stream.
• Every income claim must be true and must not suggest that what you show is typical. Do not present your best week, a top earner's results or a projection as what someone can expect.
• Do not suggest lifestyle outcomes (quitting a job, cars, travel, "financial freedom") from SHIFTai.
• Do not describe buying credits, a Club pack or a higher Club as an investment, as earning a return, or as passive income.
• If someone asks what they could earn, point them to the Income Disclosure Statement and say that most members earn little or nothing.

A2. Describe SHIFTai accurately

• Present SHIFTai as what it is: an AI creator suite with an optional referral program.
• Put "Independent Representative" directly underneath SHIFT, SHIFT AI, SHIFTai or the SHIFTai logo every time you use them (section 2.4).
• Do not describe the program in terms of uplines, downlines, recruiting, levels or ranks that pay on other people's activity, because it does not work that way.
• Do not make claims about AI outputs, results or features that are not true today, or about partners, investors or endorsements SHIFTai does not have.
• Say you are a SHIFTai member who may earn from referrals whenever you recommend SHIFTai (for example "#ad" or "I earn from referrals"), as the FTC Endorsement Guides and similar laws require.

A3. Honest dealing

• Do not buy through your own referral link or create or control extra accounts to earn on your own purchases.
• Do not pay, rebate or promise anyone money to buy, and do not buy credits or packs for others to move up the pools.
• Do not interfere with attribution, share links, invite codes or leaderboard rankings, or encourage chargebacks.

A4. Respect people and the law

• No spam, unsolicited bulk messages, purchased lists, or texts and calls without consent.
• No pressure tactics, false urgency or targeting of vulnerable people.
• Use no one's voice, face or likeness in the Studios without their written permission, as the Terms of Service require.

Acceptance

By ticking "I agree to the SHIFTai Club Member Agreement" and continuing, you confirm that you have read this Agreement and the other Agreement Documents, that you are at least 18 and able to enter a contract, and that you accept them.

We keep a record of your acceptance on your account: the date, time, Agreement version, and your account and network details.

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SHIFTai is a trade name of SHIFT Capital, LLC. This Agreement applies to Club members (Standard Club, Founder's Club and Enterprise Clubs). Members who have not entered a Club are customers under the Terms of Service. SHIFTai makes no income claims; see the SHIFTai Income Disclosure Statement.