Network Commerce and Marketplace Terms

1Scope and agreement

These Terms apply to members who list, promote, buy, sell, sponsor, book, license, subscribe to, or otherwise transact for services, courses, memberships, physical or digital products, sponsorships, paid tasks, creator subscriptions, tips and gratuities, and transfers of FocalShift Credits through FocalShift.Network (“Marketplace Activity”). They supplement the Terms of Service と FocalShift.Network Terms Addendum. A member offering something is a “Seller,” and a member purchasing it is a “Buyer.”

2FocalShift’s role and merchant of record

FocalShift provides technology that helps independent members discover each other, communicate, contract, pay, and manage fulfillment. The checkout, receipt, or transaction record identifies the merchant of record for a transaction. Unless FocalShift is expressly identified as the seller or merchant of record, the member Seller provides the offer and is responsible for its description, contract, taxes, licenses, safety, quality, delivery, warranties, cancellations, refunds, and legal compliance.

FocalShift is not an employer, agent, broker, joint venturer, insurer, guarantor, or professional-services provider for independent members. We do not guarantee identity, credentials, availability, results, demand, revenue, audience size, conversion, delivery, or the truth of member statements. Verification or ranking is not an endorsement.

3Eligibility and seller verification

Marketplace Activity is limited to adults authorized to enter the transaction. Sellers must provide accurate legal name, business address, contact, tax, banking, beneficial-owner, and identity information requested for payments, risk, or compliance and keep it current. We and payment providers may verify information, screen sanctions and fraud risk, and pause listings, transactions, or payouts until verification is complete.

A Seller that meets an applicable high-volume threshold must timely provide and periodically certify required bank, tax, government-identification, and contact information. Required seller disclosures may appear on listings or order records. Failure to provide, verify, or update required information may result in suspension.

4Seller obligations

Sellers must accurately describe the offer, total price, recurring charges, availability, material limitations, qualifications, delivery timing, cancellation and refund rules, and any terms the Buyer must accept. Sellers must honor advertised commitments, respond in good faith, maintain required licenses and permits, keep legally required records, protect personal information, and carry insurance appropriate to the activity when customary or required.

Sellers may not make deceptive earnings, health, performance, or outcome claims; evade fees; manipulate reviews; discriminate unlawfully; or move a transaction off-platform to avoid protections or obligations.

5サービス

A service listing must state the scope, deliverables, schedule, dependencies, revision or change process, price, expenses, cancellation rules, and objective acceptance criteria where appropriate. The parties are responsible for confirming these terms before work begins. Sellers must disclose material conflicts and any license or credential required for regulated work. Buyers must provide timely access, information, decisions, and approvals. Unless expressly agreed, no particular business, financial, creative, legal, health, or other result is guaranteed.

6Courses and digital content

Course and digital-content listings must describe the curriculum or files, instructor, prerequisites, access period, delivery method, update policy, support, completion requirements, certificate status, and technical requirements. Purchase grants only the personal or organizational license stated in the listing; Buyers may not redistribute, resell, share credentials, or remove rights-management measures. Sellers must state when access begins and honor any mandatory cancellation or withdrawal rights for digital delivery.

7Memberships and recurring offers

A membership listing must clearly identify included benefits, billing frequency, renewal terms, trial or introductory period, minimum commitment, material limits, how to cancel, and when cancellation takes effect. Sellers must obtain the legally required consent before charging and provide renewal notices where required. Cancellation must be reasonably accessible through the provided account or support process. Benefits may evolve, but a material reduction does not eliminate rights provided by the listing or applicable law. “Lifetime” access may be offered only when the duration and material conditions are defined clearly.

8Physical and digital products

Product listings must accurately state condition, authenticity, dimensions or specifications, compatibility, safety information, inventory, price, shipping charges, delivery estimate, geographic restrictions, returns, warranties, and whether an item is physical or digital. Sellers are responsible for product safety, labeling, recalls, authenticity, export and import restrictions, fulfillment, and legally required remedies. Title and risk of loss pass as stated in the listing or, if not stated, as required by applicable law.

9Sponsorships and brand collaborations

A sponsorship listing or agreement should state campaign objectives, deliverables, channels, schedule, approvals, compensation, expenses, usage and editing rights, licensing period, exclusivity, cancellation, brand-safety requirements, and reporting methodology. Creators and sponsors must ensure claims are truthful and substantiated and must place a clear, conspicuous disclosure with sponsored content as required by the Affiliate and Endorsement Policy. Audience and performance data must be accurate, but impressions, engagement, leads, and sales are not guaranteed unless the written agreement expressly provides a measurable remedy.

10Buyer responsibilities

Buyers must provide accurate billing and delivery information, review the complete listing and seller terms, use purchases lawfully, cooperate with fulfillment, inspect deliveries promptly, and raise concerns in good faith. A Buyer may not misuse chargebacks, obtain a refund after consuming or retaining an offer contrary to applicable terms, infringe a Seller’s rights, harass a Seller, or use Marketplace Activity for fraud or unlawful conduct.

11Prices, fees, payments, and taxes

Prices and applicable Marketplace or payment fees will be shown before confirmation or in the applicable seller plan. Buyers authorize the stated charge, including recurring charges and legally required taxes. Currency conversion or financial-institution charges may apply. Payment processing is provided by Stripe, Inc. under its own terms; see the Subscription, Billing, Cancellation, and Refund Policy.

Sellers are responsible for determining, collecting, reporting, and remitting taxes arising from their sales unless FocalShift or a payment provider is legally required to do so. FocalShift may collect tax forms, issue information returns, withhold amounts, or provide transaction information as required by law.

12Payouts, holds, reserves, and chargebacks

Seller payouts are subject to settlement timing, verification, fees, refunds, disputes, chargebacks, fraud review, sanctions screening, reserves, and payment-provider rules. We may delay, hold, offset, or reverse amounts reasonably needed to address suspected fraud, legal process, negative balances, anticipated refunds, policy violations, or transaction risk. Sellers remain responsible for chargebacks, refunds, penalties attributable to their transactions, and amounts owed after account closure.

13Cancellation, refunds, and disputes

The Seller’s disclosed policy governs unless these Terms, the Subscription, Billing, Cancellation, and Refund Policy, a written transaction agreement, payment-provider rules, or applicable law gives the Buyer greater rights. Seller policies cannot waive mandatory consumer protections. Sellers must honor promised cancellation and refund terms and promptly correct non-delivery, material misdescription, duplicate charges, or defective fulfillment.

Members should first use available transaction messaging and dispute tools to seek a good-faith resolution. FocalShift may review records, facilitate communication, issue or require a refund where authorized, restrict funds, or refer the matter to the payment provider. This assistance does not make FocalShift a party to the underlying contract.

14Prohibited and restricted offers

Members may not offer illegal, stolen, counterfeit, recalled, unsafe, deceptive, infringing, or fraudulently obtained goods or services; weapons or regulated items without express authorization; illegal drugs; sexual services; human exploitation; malware or credentials; pyramid or deceptive investment schemes; fake engagement; academic cheating; unauthorized financial, medical, legal, or other regulated services; or anything prohibited by the Acceptable Use Policy. Offers must also comply with the Prohibited and Restricted Businesses Policy, payment-provider requirements, and any category, location, age, shipping, licensing, or verification restrictions.

15Ranking, promotion, and advertising

Marketplace discovery may consider relevance, price, availability, location, recency, quality, responsiveness, fulfillment history, Buyer preferences, safety, and policy compliance. Paid placements or sponsored listings will be labeled where required. Ranking does not guarantee quality or sales and may change as explained in the Feed and Recommendation Transparency Policy.

16Reviews and endorsements

Reviews must reflect a genuine experience and disclose material incentives. Sellers may ask for honest feedback but may not condition benefits on positive reviews, suppress legitimate criticism, review their own offers, or coordinate false ratings. FocalShift may label, decline, or remove reviews that are fraudulent, abusive, irrelevant, coerced, or otherwise violate policy.

17Intellectual property and listing license

Sellers retain rights in their listing content and grant FocalShift the license needed to host, format, display, promote, and distribute listings and transaction materials. Sellers warrant that names, images, trademarks, course materials, products, and sponsorship assets are authorized. Buyers receive only the ownership or license expressly included in the transaction. Intellectual-property complaints are handled under the Copyright and DMCA Policy.

18Privacy and transaction data

Buyers and Sellers may receive information necessary to communicate, fulfill, document, or support a transaction. Each party must use that information only for legitimate transaction and legal purposes, protect it appropriately, and comply with privacy and marketing laws. Sellers may not add Buyers to unrelated marketing lists without the required permission. FocalShift’s processing is described in the プライバシーポリシー と Network Privacy and Safety Notice.

19Marketplace enforcement

We may remove or limit listings, require corrections, cancel transactions, restrict payment or commerce features, hold funds, require evidence, warn members, suspend or terminate accounts, notify payment providers or authorities, and preserve records when reasonably necessary for safety, legal compliance, fraud prevention, or enforcement. Reporting and available appeals follow the Content Moderation, Reporting, and Appeals Policy.

20Risk allocation and indemnity

Transactions are between Buyer and Seller. To the maximum extent permitted by law, FocalShift is not liable for member conduct, offer quality, injury, property damage, non-delivery, professional advice, intellectual-property disputes, chargebacks, tax obligations, or expected revenue arising from an independent Seller’s offer. The disclaimers, liability limits, dispute provisions, and indemnification terms in the Terms of Service apply. Each Seller will defend and indemnify FocalShift against third-party claims arising from the Seller’s offers, fulfillment, taxes, legal violations, or infringement.

21Paid tasks and independent-contractor status

A paid task is an engagement in which one member (the “Poster”) offers payment to another member (the “Doer”) to perform work. The Poster and the Doer contract directly with each other. Each of them represents and agrees, as between themselves and as to FocalShift, that the engagement creates an independent-contractor relationship and not employment, partnership, joint venture, agency, or a franchise; that the Doer controls the manner, method, sequence, tools, and hours of performance subject only to the agreed deliverable and schedule; that neither party is entitled to wages, overtime, benefits, leave, unemployment insurance, or workers’ compensation from the other or from FocalShift by virtue of the engagement; and that neither may hold FocalShift out as an employer, staffing agency, or broker.

Classification is the Poster’s responsibility. The Poster is responsible for determining whether applicable law permits engaging the Doer as an independent contractor, for any test the Poster’s jurisdiction applies, and for any tax, withholding, insurance, licensing, immigration-status, minimum-wage, and employment-law obligation that arises from how the Poster structures and directs the work. The Doer is responsible for its own taxes, registrations, licenses, insurance, and equipment. Each party will indemnify the other and FocalShift against claims arising from its own misclassification, non-payment, or breach of employment or tax law. See the Tax Information policy.

Scope, acceptance, and payment. A task listing must state the deliverable, scope, schedule, price or rate, revision or change process, expenses, and objective acceptance criteria. Where the Services provide an acceptance window, the deliverable is deemed accepted if the Poster does not accept or raise a specific written objection within that window. Additional or changed scope requires written agreement on price and schedule before the work is performed. Payment terms are those shown at the point of engagement; where a holding, milestone, or release mechanism is offered, it operates as described in the interface at the time and is a payment convenience, not an escrow service, a fiduciary arrangement, or a guarantee of payment.

Work product and intellectual property. Unless the parties agree otherwise in writing before the work begins, on full payment for a task the Doer assigns to the Poster all right, title, and interest in the deliverables created specifically for that task, including copyright, and waives moral rights to the extent permitted by law. The Doer retains ownership of pre-existing materials, tools, know-how, and general skill and grants the Poster a perpetual, worldwide, non-exclusive, royalty-free license to use those pre-existing materials to the extent incorporated in a deliverable. Until payment is made in full, no assignment or license takes effect. The Doer represents that the deliverables are original or properly licensed, do not infringe third-party rights, and contain no undisclosed open-source or third-party component with terms that would restrict the Poster’s intended use, and the Doer will not reuse deliverables in a way that breaches confidentiality.

Disputes. The Poster and the Doer will attempt to resolve a dispute directly, using the acceptance criteria and revision process in the listing. Either may then use the marketplace dispute path, where FocalShift may request evidence, mediate informally, hold or release funds, reverse a payment, or close the engagement. FocalShift is not a party to the engagement, is not the Doer’s employer or client, does not supervise or guarantee the work, does not guarantee payment, and does not adjudicate the parties’ legal rights; its decisions govern only the use of FocalShift features and funds within them. Nothing here limits either party’s right to pursue remedies against the other.

22Tips and gratuities

A tip on FocalShift is a voluntary gratuity for content a member has already published or work a member has already delivered. Tips are not accepted for anything that has not been provided, are not a way of transferring money between members, and are not a payment, remittance, or money-transmission service. A tip is not refundable, and the member who receives it is responsible for any tax on it; see Tax Information.

FocalShift may decline, reverse, or hold a tip where it appears to be used to move money rather than to reward delivered work, where it is connected with prohibited activity, or where it is subject to a dispute or a legal requirement.

23Creator monetization, subscriptions, and payouts

Creator features may allow a member to sell memberships and subscriptions, publish premium content, teach courses, accept sponsorships, and receive tips. Platform fees, revenue shares, instructor shares, processing costs, and any applicable minimums are those shown in the creator dashboard, at listing, or at checkout for the offer in question, and they apply to transactions entered while they are displayed. We may change fees and shares prospectively on notice; a change does not alter the economics of a transaction already completed. Payout timing, cut-off, method, currency, minimum, and any settlement or verification hold are those shown in the payout area of the account at the time of payout.

Merchant of record. The checkout, receipt, or transaction record identifies the merchant of record. Unless FocalShift is expressly identified as the seller or merchant of record, the creator is the seller and is responsible for the offer, its description, delivery, licensing, consumer disclosures, taxes, and refunds.

Chargebacks and involuntary churn on creator subscriptions. When a subscriber disputes a charge or a payment fails, the amount, plus any dispute fee charged by the payment network or provider, is allocated to the creator who received the proceeds and may be deducted from current or future payouts, recovered from a reserve, or invoiced if payouts are insufficient — unless FocalShift was the merchant of record for the transaction, or the dispute resulted from FocalShift’s own error. We may hold a reserve against expected disputes, delay a payout during investigation, require documentation of delivery, and restrict creator features where dispute rates exceed network thresholds. Retries, dunning, grace periods, and cancellation for failed payment operate as described in the creator interface; a creator may cancel its own offer prospectively but must honor access already paid for or refund the unearned portion.

Subscribers and portability. Subscriber and member lists created through a creator’s own offers are the creator’s business records, and available export tools provide a machine-readable copy of the fields the Services hold. Export does not transfer the payment relationship, does not carry over stored payment credentials or subscription mandates, and does not authorize contacting a person who has withdrawn consent; a subscriber must re-authorize billing on another platform. Creators must handle exported data as controllers under the プライバシーポリシー and the Data Processing Addendum, honor suppression and opt-out records, and comply with the member-communications rules below. FocalShift may withhold an export where required for fraud, legal, or security reasons, or where an account has an unresolved negative balance.

24Member communications and email

Where the Services let you send email, newsletters, broadcasts, or other bulk messages to your own audience, you are the sender and FocalShift is sending infrastructure. Each commercial message you send must: accurately identify you as the sender in the from, reply-to, and routing information, and not use a false, misleading, or unauthorized header, domain, or sending identity; carry a subject line that is not deceptive about the content; be identified as an advertisement where required; include your valid physical postal address — a street address, a registered post-office box, or a private mailbox registered with a commercial mail-receiving agency; and include a clear, functioning, single-step unsubscribe that stays operational for at least thirty days after sending.

You must honor an opt-out within ten business days, and in practice as soon as the suppression takes effect in the Services; you must not sell, transfer, rent, or reuse a suppressed address except to maintain suppression; and you must maintain records of consent and suppression as required by the Acceptable Use Policy. Where a recipient is in a jurisdiction requiring prior consent — including Canada and the European Economic Area — you must have and be able to evidence that consent, and identification and unsubscribe requirements under that law apply in addition to these.

Imported lists. By importing or connecting a list you represent and warrant that every address was collected lawfully and directly by you or with documented permission, that each recipient consented or has a lawful basis where required, that no address was purchased, rented, scraped, appended, or harvested, and that you have applied your suppression records. You will provide evidence of consent on request.

Shared reputation. Sending infrastructure is shared, so your sending affects other members and FocalShift’s own domain and address reputation. We may inspect metadata and aggregate engagement, apply rate limits, throttle, queue, pause, sample, require list re-verification or re-permission, remove addresses, apply platform-level suppression across accounts, require a dedicated sending identity, or suspend sending — with or without advance notice — where complaint rates, bounce rates, spam-trap hits, blocklist entries, authentication failures, or provider action indicate risk. You are responsible for the deliverability consequences of your own list quality, and no delivery, inbox placement, or open rate is guaranteed.

25Changes and contact

We may update these Terms to reflect new marketplace features, risk controls, payment practices, and legal requirements. Existing transactions remain subject to mandatory law and the material terms accepted at purchase. Marketplace questions and reports may be submitted through FocalShift Contact.