Legal
Terms of Service
These Terms are the agreement between you and SHIFT Capital, LLC, a Wyoming limited liability company trading as SHIFTai, 5830 E. 2nd St., Ste. 7000, Casper, WY 82609. They govern shiftai.club, suite.shiftai.club, the AI Studios, the member back office, and everything connected to them.
Three things worth knowing before you read the rest. Section 20 requires most disputes to go to individual arbitration and waives class actions, and you have 30 days to opt out. Section 9 explains how earnings work and section 12 explains what you may not say about them. Section 7 lists what you may not make in the Studios, and we enforce it.
By creating an account, buying credits, or using the service you accept these Terms, the Privacy Policy, the Refund Policy, the Member Agreement, and the Policies and Procedures. Together they are the Agreement. If you do not accept them, do not use the service.
1. Eligibility
You must be 18 or older and legally able to enter a contract. You must not be located in, or ordinarily resident in, a country subject to comprehensive US sanctions, and you must not appear on any US restricted-party list. One person, one account. If you register on behalf of a company, you confirm you are authorized to bind it.
2. Your account
Keep your credentials secure and tell us promptly if you think someone else has them. You are responsible for activity under your account. Give us accurate information and keep it current — we rely on it for payouts, tax reporting, and refunds, and inaccurate details are the usual reason a payout fails.
3. Membership and credits
| What | Terms |
|---|---|
| SHIFTai Membership | $99 per month, recurring until cancelled. Includes 20,000 credits per month and access to the AI Studios. Cancel any time in Settings; cancellation stops future charges and takes effect at the end of the current period |
| AI credits | Prepaid, minimum $50 per purchase. No limit on how many you may buy |
Credits are a prepaid product, not a deposit, not currency, and not an investment. They are consumed when you generate output. They have no cash value, confer no ownership, equity, profit interest, or right to any return, and carry no expectation of appreciation. They do not expire. They are non-transferable except as we expressly permit in writing, and they may not be resold, traded, or exchanged for anything other than as set out in the Refund Policy.
Monthly Membership credits and purchased credits are held in one balance. Prices may change; a change to the Membership price takes effect at your next renewal and we will tell you before it does.
4. The AI Studios
The Studios produce images, video, voice, avatars, music, and text using AI models operated by third parties including Anthropic, OpenAI, HeyGen, and ElevenLabs. Generating output sends your prompt and supplied material to the relevant provider, as described in the Privacy Policy.
Those providers set their own usage rules, and your use of the Studios must comply with them as well as with these Terms. If a provider changes, restricts, prices, or withdraws a model, the corresponding Studio feature may change or stop. We will give notice where we can, but we do not control those decisions and cannot guarantee any particular model, feature, or quality level remains available.
AI output is probabilistic. It can be wrong, biased, or unsuitable. Check anything you intend to rely on, publish, or put in front of a customer.
5. Your content and your output
You keep ownership of what you upload. You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and process it strictly to operate the service, produce your output, and provide support. That license ends when you delete the material or close your account, except for copies in backups until they cycle out.
As between you and us, output you generate is yours, subject to the providers' terms and to your having paid for it. We claim no ownership of it.
What we cannot promise about output. AI systems can produce similar results for different users, and the legal status of AI-generated material is unsettled and varies by country. We do not warrant that output is original, that it does not resemble existing work, that it qualifies for copyright protection, or that using it will not infringe someone's rights. Where output matters commercially, get your own advice.
You warrant that you hold the rights to everything you upload and that your uploads and your use of output do not infringe anyone's rights or break any law.
6. The Vault
The Vault stores what you generate. Keep your own copies of anything important — we run backups, but we are not an archive of record. If your account closes, you have 90 days to download Vault content, after which it is deleted.
7. Acceptable use
You may not use SHIFTai to produce, upload, or distribute:
- Sexual content involving minors, or any material that sexualizes a minor, in any form. This results in immediate termination and a report to the authorities.
- Non-consensual intimate imagery, or sexual content depicting a real person without their documented consent.
- A voice, face, or likeness of a real person without that person's written permission — including public figures — where the output could be mistaken for something they actually said or did.
- Material designed to deceive about elections, public health, or emergencies.
- Fraud, impersonation, phishing, malware, or content facilitating them.
- Harassment, threats, incitement to violence, or promotion of terrorism or violent extremism.
- Instructions for weapons, explosives, or serious physical harm.
- Material that infringes copyright, trademark, publicity, or privacy rights.
You also may not scrape the service, reverse-engineer it, resell access to it, share credentials, automate generation other than through interfaces we provide, or take steps to inflate credit consumption, attribution, Club volume, or earnings.
8. Voice, face, and likeness
Voice Studio creates voice clones and Avatar Studio animates photographs. Before you upload a recording or photograph of another person, you must have their written permission, and where the law requires it, their written consent to biometric processing. You are responsible for holding that permission and for producing it if we ask.
We will remove material on request from a person depicted in it, and we may do so without notice to you. Uploading someone's face or voice without permission is grounds for immediate termination.
9. EcoPay earnings
EcoPay pays members for what they personally do. There is no upline, no downline, no genealogy, and no rank that pays on another member's activity. Nothing is paid for recruiting, enrolling, or sponsoring anyone.
| Stream | Paid for |
|---|---|
| ConnectPay | A customer you personally referred buys credits |
| ContentPay | Your tagged content drove a sale, whether or not you know the buyer |
| CompetePay | Performance in competitions |
| CreditPay | Podium placement, paid on credits sold to end users |
| ClubPay | Weekly pool distribution, by Miles earned in the period |
No purchase is required to earn. You are paid on your own sales with no minimum, no threshold, and no active-status condition. Buying credits and holding a balance pay you nothing — no cash, no pool share, no claim on company revenue. Personal consumption earns product value only: bonus credits, compute, status, perks, event access, and competition entries.
Distributions come out of company gross revenue and are capped. The Cap Governor sets the maximum share of gross revenue distributed across all pools in a period. The amount any member receives varies with company revenue in the period, total participation, and that member's own production. It is not fixed and not guaranteed.
Refunds reverse earnings. Where a sale is refunded, earnings paid on that sale are reversed and may be offset against future distributions, as set out in the Refund Policy. Only the member paid on that sale is affected.
We pay on the published schedule to the payout details you provide. You are responsible for your own taxes, and we report as the law requires.
10. Club standing
You enter a Club when your cumulative credit volume reaches that Club's threshold. Volume accrues on credits purchased, consumed, and sold. Standing is cumulative and permanent: volume does not decay, expire, or reset, and spending credits does not reduce it.
Refunds are the exception. Refunding credits reverses the volume they accrued and your standing is adjusted to match, which can take you below a threshold and out of a Club. We may also correct volume accrued through fraud, manipulation, circular transactions, or system error, with notice and a stated basis.
11. Enterprise and approved Clubs
The Enterprise Club and the Club immediately below it require an application, an interview, a review of your AI consumption, a credit check where you consent to one, and our written approval. Reaching the volume threshold does not by itself admit you. We may withdraw approval for breach of the Agreement; withdrawal lapses Club standing only and does not affect your credit balance, earnings already accrued, or Vault content.
Where a signed enterprise agreement conflicts with these Terms, that agreement controls and these Terms are the floor.
12. What you may not claim
We publish revenue and earnings distributions in real time, and we publish an Income Disclosure Statement. That data is historical and actual. It is not a projection, a promise, or a representation of what you or anyone else will earn.
When you promote SHIFTai, you may not:
- Make income claims of any kind, including specific amounts, ranges, averages, or implied outcomes.
- Post earnings screenshots, payout notifications, dashboard captures, or bank statements.
- Imply a lifestyle, a level of financial success, or a rate of return attributable to SHIFTai.
- Describe SHIFTai as an investment, a security, a passive income source, or a business opportunity that guarantees anything.
- Describe the earnings architecture in terms of uplines, downlines, recruiting, or rank, because it has none.
Promotional content you create must identify you as a SHIFTai member and carry the required notice. We monitor for breaches, we require takedowns, and we terminate for repeated or serious ones. This clause exists because we answer for what members say.
13. Refunds
The Refund Policy is part of this Agreement and sets out the 30-day refund window, buyback rates, Enterprise refunds, what is not refundable, and what happens on account closure.
14. Our intellectual property
SHIFTai, EcoPay, ClubPay, ConnectPay, ContentPay, CompetePay, CreditPay, AIOS, the platform, and everything we produce for it are ours or our licensors'. These Terms grant you a limited, revocable, non-transferable right to use the service. Nothing here transfers ownership of anything of ours to you.
15. Copyright complaints
If you believe material on SHIFTai infringes your copyright, send a notice to support@shiftai.club with the work identified, the material located, your contact details, a statement of good-faith belief, a statement of accuracy under penalty of perjury, and your signature. We remove infringing material and terminate repeat infringers. You may file a counter-notice.
16. Suspension and termination
You may close your account at any time. We may suspend or terminate an account for breach of the Agreement, for suspected fraud or manipulation, where a payment is reversed or disputed, or where the law requires it. We give notice and a chance to respond except where the breach is serious, illegal, or ongoing.
On closure: unused credits are handled under the Refund Policy, accrued earnings are paid on the next normal cycle less any reversals, Vault content is available to download for 90 days and then deleted, and Club standing ends. Sections 5, 14, 17, 18, 19, and 20 survive.
17. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, SHIFTAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE, ORIGINAL, OR FIT FOR ANY PURPOSE, OR THAT ANY EARNINGS WILL RESULT FROM PARTICIPATION.
18. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SHIFTAI AND ITS AFFILIATES, OFFICERS, AND AGENTS ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST EARNINGS, LOST DATA, OR LOSS OF GOODWILL, ARISING FROM OR RELATING TO THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS IS LIMITED TO THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS.
Some jurisdictions do not allow these limits, in which case they apply to the maximum extent permitted and nothing here limits liability for fraud, willful misconduct, death, or personal injury.
19. Indemnity
You will indemnify SHIFTai against claims, damages, and reasonable costs arising from your content, your use of output, your breach of the Agreement, your promotional statements, and your use of anyone's voice, face, or likeness without permission.
20. Disputes, arbitration, and class waiver
This section affects your legal rights. Read it. It requires most disputes to be resolved by individual arbitration rather than in court, and waives jury trials and class actions. You can opt out within 30 days of first accepting these Terms by emailing support@shiftai.club with your name, account email, and a statement that you opt out of arbitration. Opting out costs you nothing and does not affect anything else.
Talk to us first. Before starting arbitration, send us a written description of the dispute and what you want, and give us 60 days to resolve it. We will do the same.
Arbitration. Any dispute not resolved that way is settled by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. Arbitration is in Natrona County, Wyoming, or by video or telephone at your election. The arbitrator decides all issues except the enforceability of the class waiver below, which a court decides. We pay the filing and arbitrator fees that the AAA rules assign to us.
Class waiver. Disputes are brought individually. Neither party may bring a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is held unenforceable as to a claim, that claim proceeds in court and the rest of this section still applies to every other claim.
What is carved out. Either party may bring a claim in small claims court if it qualifies, and either party may seek injunctive relief in court for infringement or misuse of intellectual property.
21. Governing law
These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. Where a dispute proceeds in court rather than arbitration, it is brought in the state or federal courts serving Natrona County, Wyoming, and both parties consent to that jurisdiction. Nothing here removes any mandatory right you have under the law of the place you live.
22. Changes to these Terms
We may change these Terms. We post the change here with a new effective date, and for material changes we email you at least 14 days before they take effect. Continuing to use the service after that means you accept them. If you do not, close your account, and the Refund Policy applies as it stands at that time. A change to the arbitration section does not apply retroactively to a dispute already notified.
23. General
The Agreement is the entire agreement between us on its subject and replaces anything earlier, including any prior version of these Terms published anywhere. If a provision is unenforceable, the rest survives. Not enforcing something once does not waive it. You may not assign the Agreement; we may assign it to an affiliate or in connection with a merger or sale. We are not liable for failures caused by events outside our reasonable control. Notices to you go to your account email; notices to us go to support@shiftai.club. Nothing in the Agreement makes you an employee, partner, agent, joint venturer, or franchisee of SHIFTai — you are an independent member.
24. Contact
SHIFT Capital, LLC, 5830 E. 2nd St., Ste. 7000, Casper, WY 82609. Email support@shiftai.club.