Terms of Service

1Agreement and scope

These Terms of Service form a binding agreement between you and FocalShift (“FocalShift,” “we,” “us,” or “our”). By creating an account, purchasing a plan, accessing a workspace, or otherwise using the Services, you agree to these Terms and the policies incorporated into them. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree, do not access or use the Services.

2Eligibility and accounts

You must be at least 18 years old and legally capable of entering a contract. You must provide accurate registration information, keep it current, protect account credentials, and promptly report unauthorized access. You are responsible for activity under your account and for configuring member roles and permissions within your workspaces.

You may not share credentials in a way that defeats plan limits or access controls. We may require verification of identity, authority, payment information, or account ownership.

3The Services

FocalShift provides connected business tools that may include customer and lead management, project and workflow tools, publishing and communication tools, communities, courses, websites, analytics, automation, payments, artificial-intelligence features, and third-party connections. Features may vary by plan, location, device, integration availability, and product stage.

We may improve, replace, add, suspend, or discontinue features. When a change materially reduces a paid core feature, we will provide reasonable notice when practicable.

4Your content and data

You retain ownership of content and data you submit, upload, connect, generate, or publish through the Services (“Customer Content”). You grant FocalShift a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, format, and otherwise use Customer Content only as needed to provide, secure, support, and improve the Services, comply with law, and enforce our agreements.

You represent that you have all rights and permissions needed for Customer Content and its intended use. You are responsible for backups and for verifying content before publication or distribution.

5Acceptable use and connected services

You must comply with our Acceptable Use Policy, AI Use and Generated Content Policy, Community Guidelines, and applicable law. When you connect a third-party platform, you authorize us to exchange data and perform actions you request through that connection. Your use of a connected service remains subject to that provider’s terms and policies.

We are not responsible for third-party services, changes to their APIs, outages, enforcement decisions, or content they remove or restrict.

6Plans, payments, and taxes

Paid plans renew according to the billing interval shown at checkout until canceled, and are priced and charged in United States dollars (USD) unless a different currency is shown before you confirm. Payment processing is provided by Stripe, Inc. You authorize us and Stripe to charge the payment method on file for fees, taxes, and authorized purchases. Prices may change on advance notice, with changes generally applying at the next renewal.

Additional rules for subscriptions, credits, cancellation, and refunds appear in the Subscription, Billing, Cancellation, and Refund Policy. You are responsible for applicable taxes except taxes based on our net income.

7지적 재산권

The Services, software, interfaces, designs, trademarks, documentation, and FocalShift-provided content are owned by FocalShift or its licensors and protected by law. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Services during your account term for lawful business purposes.

You may not copy, sell, sublicense, reverse engineer, bypass technical controls, remove proprietary notices, or use the Services to build or train a competing product except where law prohibits such restrictions. Copyright notices are handled under our Copyright and DMCA Policy.

8Confidentiality and security

Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use it only for the relationship, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound to protect it. Confidential information does not include information lawfully public, independently developed, or rightfully received without restriction.

You are responsible for secure account configuration and lawful collection of data. We maintain administrative, technical, and organizational safeguards designed to protect the Services.

9Suspension and termination

You may stop using the Services or cancel a paid plan as described in the Billing Policy. We may restrict or suspend access when reasonably necessary to prevent harm, address security risk, comply with law, respond to nonpayment, or investigate material violations. We may terminate an account for material or repeated breach, unlawful conduct, fraud, or conduct that creates substantial risk to users, FocalShift, or third parties.

Upon termination, your right to use the Services ends. Provisions that by their nature should survive—including payment obligations, intellectual-property provisions, disclaimers, limitations, and dispute terms—will survive.

10Disclaimers

The Services are provided “as is” and “as available.” To the maximum extent permitted by law, FocalShift disclaims implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or suitable for every legal, accounting, medical, financial, employment, or regulatory purpose.

You are responsible for professional judgment, approvals, and review of automated or AI-generated output before relying on or publishing it.

11Limitation of liability

To the maximum extent permitted by law, FocalShift will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, data, or business opportunity, even if advised of the possibility.

Subject to the exclusions below, FocalShift’s aggregate liability arising out of or relating to the Services will not exceed the greater of one hundred U.S. dollars or the amounts you paid FocalShift for the Services during the twelve months before the event giving rise to the claim. For managed hosting and infrastructure governed by the Hosting and Infrastructure Addendum, FocalShift’s aggregate liability for a claim relating to an affected hosted service will not exceed the fees you paid for that service during the three months before the event giving rise to the claim.

The limitations in this section do not apply to: (a) fraud or fraudulent misrepresentation; (b) willful misconduct; (c) gross negligence; (d) FocalShift’s indemnification obligations for a third-party claim that the Services, as provided by FocalShift, infringe or misappropriate intellectual-property rights; (e) death or personal injury caused by negligence; (f) your obligation to pay fees, taxes, chargebacks, reversals, offsets, or negative balances; or (g) either party’s breach of its confidentiality obligations.

Nothing in this section limits liability that cannot lawfully be excluded or limited, and nothing limits mandatory consumer-protection rights in your place of residence. The parties agree these limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

12Indemnification

You will defend and indemnify FocalShift and its personnel against third-party claims, damages, and reasonable costs arising from your Customer Content, your products or services, your violation of law or these Terms, or your infringement of another person’s rights. We will provide reasonable notice and cooperation, and you may not settle a claim in a way that admits fault or imposes obligations on FocalShift without our written consent.

13Disputes, arbitration, and governing terms

Please read this section carefully. It requires most disputes to be resolved by individual arbitration, and it waives your right to a jury trial and to participate in a class action. You may opt out within thirty days as described in paragraph 6.

1. Informal resolution first. Before commencing arbitration or filing a claim, the initiating party must send a written notice of dispute — to legal@focalshift.ai for notices to FocalShift, or to the email address on the account for notices to you — describing the claim, the facts, and the relief sought. The parties will attempt in good faith to resolve the matter for thirty days after that notice. Completion of this step is a condition to commencing arbitration, and any applicable limitations period is tolled while it runs.

2. Agreement to arbitrate. Except as provided in paragraph 3, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between you and FocalShift — including formation, interpretation, breach, termination, validity, and enforceability — will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, or under its Commercial Arbitration Rules where the administrator determines those rules apply. One arbitrator will preside. The arbitration may proceed on documents, by telephone, or by video unless the arbitrator orders a hearing; any in-person hearing will be held in the county of your residence or principal place of business, or another location the parties agree on. The arbitrator may award any individual relief a court could award, including statutory damages and attorney fees where authorized, and may not award relief for or against anyone who is not a party. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

3. Carve-outs. This section does not require arbitration of (a) an individual claim that qualifies for and is brought in small-claims court, or (b) an application for temporary, preliminary, or permanent injunctive relief to address unauthorized access to or use of the Services, or infringement or misappropriation of intellectual property, confidential information, or account credentials, which either party may bring in a court of competent jurisdiction. Seeking relief under this paragraph does not waive any other part of this section.

4. Class-action and jury waiver. Claims may be brought only in an individual capacity. Neither you nor FocalShift may bring or participate in a class, collective, consolidated, coordinated, or other representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. If this waiver is held unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard by a court while all remaining claims proceed in arbitration. To the extent any claim proceeds in court, you and FocalShift each knowingly and voluntarily waive any right to a jury trial.

5. Coordinated filings. If twenty-five or more demands for arbitration raising substantially similar claims are filed against FocalShift by or with the assistance of the same or coordinated counsel within a ninety-day period, the demands will be administered in sequential batches of no more than fifty demands at a time. Each batch will be treated as a single consolidated matter for filing and administrative-fee purposes, with one arbitrator appointed for the batch, and the parties will cooperate with the administrator in good faith to implement this process, including agreeing to reasonable extensions of deadlines. The parties will participate in a single mediation for each batch before that batch proceeds to hearing. Claims not resolved in a batch retain their place in the sequence. This paragraph is intended to make individual arbitration workable at volume and does not waive any party’s right to arbitration of its own claim.

6. Thirty-day opt-out. You may opt out of paragraphs 2, 4, and 5 by sending written notice to legal@focalshift.ai with the subject line “Arbitration Opt-Out,” stating your name, the email address on your account, and a clear statement that you decline arbitration. The notice must be sent within thirty days after you first accept these Terms, or within thirty days after we notify you of a material change to this section as to that change. Opting out affects no other part of these Terms and will not disadvantage your account or your access to the Services. If you opt out, disputes proceed under paragraph 8.

7. Time to bring a claim. Any claim arising out of or relating to these Terms or the Services must be commenced within one year after the claim accrues, or it is permanently barred, except where a longer period is required by law and may not be shortened by agreement.

8. Governing law and forum. These Terms and any dispute are governed by the laws of the state in which the FocalShift contracting entity is organized, without regard to conflict-of-law rules, and by the Federal Arbitration Act as to arbitrability. For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state, and each party waives any objection to that venue. Mandatory consumer protections and non-waivable rights under the law of your place of residence remain unaffected.

The FocalShift contracting entity is FocalShift Inc., a corporation organized under the laws of the State of Delaware, United States. Delaware file number 10764726.

Registered agent: Corporation Service Company. Registered office and address for service of process: 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, United States.

9. Severability and survival. If any part of this section is held unenforceable, that part is severed and the remainder continues in force — except that if paragraph 4 is held unenforceable in its entirety, this entire arbitration section is void and disputes proceed under paragraph 8, while the rest of these Terms remains in effect. This section survives termination of your account.

10. General. If any other provision of these Terms is unenforceable, the remaining provisions continue in effect. Failure to enforce a provision is not a waiver of it. You may not assign this agreement without our consent; FocalShift may assign it in connection with a merger, acquisition, reorganization, or sale of assets. These Terms, together with the policies incorporated into them, are the entire agreement about the Services.

14Changes and contact

We may update these Terms to reflect changes in law, security, or the Services. We will post the revised version and update its effective date. If a change materially affects your rights, we will provide additional notice when required.

Questions and legal notices may be submitted through FocalShift Contact.

15AI, automation, credits, and connected services

AI and automation features are assistive and may route requests through supported providers or a provider connection you authorize. You are responsible for inputs, instructions, approvals, output review, and lawful use. FocalShift Credits are limited, revocable service-use units. They are not cash, legal tender, stored value, a deposit account, a gift card, a security, or property, they carry no cash value, and they are not redeemable for money. Credits may be transferred between members only through the Shift transfer feature inside the Services, as a licensed feature of the Services and subject to the FocalShift Credits and Shift Transfers Terms; they may not be sold, bartered, or transferred outside the Services. Credits may expire, be limited, be reversed for abuse, or be adjusted as disclosed with the applicable plan, promotion, or the Credits Terms.

Connected services remain governed by their own terms and may change, limit, or revoke access. Provider outages, policy decisions, or API changes may affect a connected workflow. See the AI Use and Generated Content Policy.

16Commerce, sellers, and affiliates

Marketplace, seller, buyer, membership, sponsorship, affiliate, wallet, and payout activity is also governed by the Network Commerce and Marketplace Terms, Affiliate and Endorsement Policy, Prohibited and Restricted Businesses Policy, Affiliate Program Agreement, Credits and Shift Transfers Terms, and billing terms. Transaction records identify the party responsible for a particular sale. Unless FocalShift is expressly identified as the seller or merchant of record, the member seller provides the offer and remains responsible for its description, delivery, licensing, taxes, refunds, and legal compliance.

Payment processing and payouts. Payment processing on FocalShift is provided by Stripe, Inc. (“Stripe”). Payment processing services for members who receive payments through FocalShift — including sellers, creators, paid-task doers, and affiliates — are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the “Stripe Services Agreement”). By accepting these Terms, and by enabling payouts on your account, you agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of FocalShift enabling payment processing services through Stripe, you agree to provide FocalShift accurate and complete information about you and your business, and you authorize FocalShift to share that information, and transaction information related to your use of the payment processing services provided by Stripe, with Stripe. Stripe’s handling of your personal information is described in the Stripe Privacy Policy. The acquiring banks, payout conditions, and the confirmation FocalShift records before opening a payout account are described in the Subscription, Billing, Cancellation, and Refund Policy.

17Electronic records and signatures

You consent to receive agreements, disclosures, notices, receipts, invoices, statements, and other records from FocalShift in electronic form, and you agree that electronic records and electronic signatures satisfy any legal requirement that such records be in writing or be signed. This consent covers records FocalShift provides to you and records you create, send, review, accept, or sign using the Services, including proposals, engagement letters, agreements, and acceptances presented through client portals and document features.

To access and retain electronic records you need a device with an internet connection, a current web browser, an active email account, and software able to display and store PDF and HTML files. You may download or print copies of records available in your account, and you may request a copy of a record FocalShift holds by contacting us. You may withdraw consent to electronic records by contacting us; withdrawal is prospective only, does not affect the validity of records already delivered or signed, and may prevent continued use of features that operate only electronically.

Where the Services capture a signature, FocalShift may record signer identity indicators, email address, timestamp, network address, document version, and the sequence of actions taken, and may make that audit information available to the parties to the record. Intent to sign is evidenced by the action taken in the signing interface. FocalShift is a technology provider only: FocalShift is not a party to, does not verify, does not underwrite, and makes no representation about the formation, validity, enforceability, or content of any agreement a member enters with that member’s own client, customer, contractor, or counterparty through the Services. Each party to such an agreement is responsible for its own legal review, for verifying signer authority, and for any additional formality its jurisdiction or transaction type requires — including transactions that law excludes from electronic-signature statutes.

18Organizations, workspaces, and seats

An account may be held by an individual or by an organization that assigns seats to individual people. Where an organization holds the account, the organization is our customer, the organization owns the workspace and the business records in it, and the organization’s owner and administrators control access, permissions, retention, and visibility — including visibility into activity conducted in the workspace by seat holders. If you accept these Terms on behalf of an organization, you represent that you are authorized to bind it.

Seat, administrator, ownership, succession, seat-removal, and organization-privacy rules are set out in the Teams and Organizations Addendum, which forms part of these Terms for organization accounts.

19Export, sanctions, and anti-corruption

You may not use the Services in violation of export-control, sanctions, anti-boycott, anti-bribery, or anti-corruption laws. You may not make or receive payments, provide benefits, or use the Platform on behalf of a prohibited person, restricted party, embargoed destination, or unlawful purpose. We may screen accounts and transactions and restrict access when required for compliance.