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.
Update to section 4. On 24 September 2026 we added the terms our AI providers require about their usage rules, how they process what you submit, and their right to enforce those rules. The update takes effect on 8 October 2026; until then the version effective 21 September 2026 applies.
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 and the Refund Policy. If you have entered a SHIFTai Club, the Club Member Agreement (which includes the Promotion and Conduct Rules) also applies to you. 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. Cancelling stops all future charges, and your membership stays active until the end of the period you have already paid for. |
| SHIFT AI Credits | Minimum $50 per purchase. No limit on how many you may buy |
| Card payments | Limited to $3,000 per credit or debit card transaction, for Club packs, memberships and credit purchases alike. Anything larger, including every Club pack priced above $3,000, is paid by bank wire. We may refuse a card payment above the limit, or a series of card payments made to get around it |
SHIFT AI Credits are a product for using the Studios, 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.
Purchase and usage. A purchase is your payment for AI credits. It is complete when we receive your payment, and the credits are delivered to your account at that moment; SHIFTai earns the purchase price at the time of purchase. Usage is your later consumption of credits to generate output in the Studios. When, or whether, you use your credits does not change the purchase. Purchased credits may only be returned, refunded or reversed as the Refund Policy allows.
Paying your membership from your MassPay wallet. If you turn on wallet auto-pay, you authorize us to deduct your membership price from your MassPay wallet balance on your billing date each month until you cancel. Earnings paid into your wallet count toward it. If the balance is short, we tell you and try again twice over the following week. If it is still short after that, your membership lapses. You can turn wallet auto-pay off at any time in Settings.
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 ("providers"). Generating output sends your prompt and supplied material to the relevant provider, as described in the Privacy Policy.
The providers' rules apply to you. Each provider has its own usage and prohibited-use policies, which it may update. Your use of the Studios must comply with the policies of every provider whose model you use, as well as with these Terms. If a provider's policy forbids something these Terms do not mention, it is forbidden here too.
What you allow the providers to do. You grant each provider, its affiliates, and its subcontractors a non-exclusive right to process and use the prompts, recordings, photographs, and other material you submit, and the output made from them, to provide and support the feature you are using. This is in addition to the license you give us in section 5.
The providers can enforce these Terms. Each provider is an intended third-party beneficiary of the Agreement as it relates to your use of that provider's models, and may enforce it directly against you.
You have no relationship with the providers. Neither we nor you are an agent, partner, or joint venturer of any provider, and you must not present yourself as one. The providers make no promises to you and do not provide support to you. For help, contact us.
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, and only on completed product sales: commissions on purchases by customers a member personally referred, and weekly pools funded from company revenue.
Commissions are earned on purchases, never on usage. CoachPay and ContentPay are commissions: each is earned and paid on the purchase of AI credits, when that purchase is completed. Whether or when anyone later uses those credits does not affect when a commission is earned or whether it is paid. CompetePay, CreditPay and ClubPay are weekly pools paid from company revenue, not commissions on any purchase. If a purchase is refunded or charged back under the Refund Policy, the commissions earned on it are reversed.
| Stream | Paid for |
|---|---|
| CoachPay | 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 | A weekly pool shared by the members ranked highest on their credit consumption and credit balance, weighted equally |
| ClubPay | Weekly pool distribution, by Miles earned in the period |
Active status is required to earn. To be paid any EcoPay earnings you must hold an active SHIFTai Membership. While your membership is not active, your payouts are held, not forfeited, and they release with the first payout after you reactivate.
Which streams you can earn from. A member on the $99 Membership alone earns CoachPay only. The other streams open once your own separate credit purchases reach the Standard Club minimum, currently $499, or once you reach the Bronze Club. To share in a week's ClubPay pools you must also have made at least $99 of your own purchases in the trailing month, and your membership payment counts toward it. In any week you do not meet that, you earn nothing from the club pools.
Your credit balance counts toward CreditPay. CreditPay ranks members on a score that combines their credit consumption (credits spent generating output in the Studios) with their credit balance, currently weighted equally, and shares a weekly pool among the highest-ranked members. A larger credit balance can therefore raise your CreditPay ranking. Your credit balance earns nothing outside CreditPay, and places are contested every week, so a CreditPay payment is not a return on a purchase. The pool share, the number of places and the weighting are set by us and may change.
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 within 30 days of purchase, 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: the credits you buy and the credits bought by customers you referred. Using credits does not add to volume or reduce it. 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 plan as anything other than what it is: commissions on product sales and weekly pools funded from company revenue.
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, CoachPay, 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.